GENERAL TERMS AND CONDITIONS
These terms and conditions (the “Terms”) are applicable to any person (the “Seller”) who has entered into a marketplace agreement (Special Conditions) with Appyhome for the use of the Services.
Appyhome Plus Sdn Bhd (company no: 1131506-H) with its business address at Block F-5-19, IOI Boulevard, Jalan Kenari 5, Bandar Puchong Jaya, 47170 Puchong, Selangor, Malaysia (“Appyhome”. Appyhome and Seller may be referred to as a “Party” individually and collectively, as the “Parties”) reserves the right to change any of the terms and conditions contained in these Terms or any fees, procedures, Policies governing the Services (including any Schedules to the Special Conditions), the Platform or Seller Centre, at any time and in its sole discretion. These changes will take effect fourteen (14) days from notification by notice to Seller or posting on the Platform or Seller Centre. Changes to Policies may be posted without notice. Seller is responsible for reviewing the notices and Policies. Seller’s continued use of this Platform and the Services following the changes will constitute Seller’s acceptance of such changes and if Seller does not agree to any changes to these Terms or to the Policies, Seller must discontinue the use of the Services, the Platform or Seller Centre (except to the extend requirement herein) and the Seller Agreement will be terminated.
Use of the Services, the Platform and Seller Centre is limited to parties that can enter into and form contracts under applicable law. Seller represent and warrant that: i) it is, and will remain at all times, a business duly organized, validity existing and in good standing under the laws of its country of registration; ii) it has all requisite right, power and authority to enter into the Seller Agreement and perform its obligations hereunder; and iii) any information provided or made available to Appyhome or its Affiliates is at all times accurate, up to date and complete.
(a) Additional Services: Additional Service that may be agreed to by the Parties, including the Sales Traffic Activities, in the Special Conditions or otherwise.
(b) Additional Services Fee: the fees for any Additional Service agreed to by the Parties
(c) Administrative Fee: is defined in Section 4 of the Terms.
(d) Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof.
(e) Buyer: a third party purchaser of a Product and Service on the Platform
(f) Buyer Agreement: the agreement between Seller and Buyer concerning the supply of Products in fulfillment of an Order, confirmed by way of the status of the Order being indicate as “delivered” in Seller Centre.
(g) Cancellation Penalty: the amount indicated in the Special Conditions as penalty for a Cancelled Order.
(h) Cancelled Order: an Order cancelled or rejected by Seller, or cancelled due to Seller’s lack of compliance with any provision of these Terms.
(i) Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
(j) Commission: the percentage of the Listing Price of a Fulfilled Buyer Agreement indicated in the Special Conditions depending on the category the Goods fall under.
(k) Confidential Information: any information that one Party (or an Affiliate) discloses to the other Party that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third party.
(l) Content Material: product information, text, images, and any other relevant or legally required information relating to the Goods, including third party and Seller’s trademarks and other IP rights related materials.
(m) Default Fee: a fee payable with respect to a Cancelled Order, calculated based on:
i. the Cancellation Penalty specified in the Special Conditions; and
ii. if applicable, any Additional Services Fee.
(n) Delivery Note: is defined in Section 7 of the Terms
(o) Drop-Shipping: is defined in Section 7 of the Terms.
(p) Failed Delivery: an Order that cannot be successfully executed due to:
i) the delivery address on the Order being incorrect,ii) the Buyer not being at the delivery address to accept the Product, or iii) the Buyer refusing to accept the delivery of the Product.
(q) FBA Goods: is defined in Section 9 of the Terms.
(r) FBA Request: is defined in Section 9 of the Terms.
(s) Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: i) act of God, explosion, flood, tempest fire or accident; ii) war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv) import or export regulations or embargoes; v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Appyhome or of a third party); and vi) health epidemics declared by the World Health Organization.
(t) Fulfillment by Appyhome: is defined in Section 7 of the Terms.
(u) Fulfilled Buyer Agreement: an Order the status of which is showing as “Delivered” in Seller Centre.
(v) Fulfillment Model: the model of Order fulfillment of the Goods agreed to by the Parties.
(w) Good: an item owned and listed by Seller for sale to Buyers on the Platform
(x) Handling fee: a fee payable under the Fulfillment By Appyhome model for handling Goods in the location designated by Appyhome (inbound receive and putting away, outbound picking and packing, Buyer return processing) and packaging materials.
(y) Inadequate Product: any wrong, faulty, damage, non-compliant Good or Product (excluding any Good or Product damaged due to mishandling by Appyhome or the Buyer), or a Good or Product that has been publicly or privately recalled, in accordance with the Policies.
(z) Intellectual Property Rights: all copyright, moral rights, trademarks, design right, rights in or relating to database, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world..
(aa) PURCA: is defined in Section 18 of the Terms.
(bb) Listing Price: the price indicated by seller for the sale of the Goods on the Platform. For the avoidance of doubt, the Listing Price is the price that appears on the Platform page specific to each Good and includes any applicable tax by Law but excludes any coupons or other unilateral discounts provided by Appyhome to Buyers.
(cc) Order: the request placed by a Buyer through the Platform to purchase a particular Product.
(dd) Payment: the Sales Proceeds minus any sums owed by Seller under the Seller Agreement and subject to any chargeback, reversal or withholding for anticipated claims in accordance with these Terms.
(ee) Payment Fee: a fee, calculated on the basis of a percentage of the Listing Price of a Product.
(ff) Personal Data: any personal information as defined by the applicable personal data protection laws and regulations in Malaysia, including, but not limited to Appyhome employees, agents, consultants and Buyers.
(gg) Personal Data Claims: is defined in Section 15 of the Terms.
(hh) Policies: the rules, guidelines, terms and conditions, etc. applicable to seller and buyer for the use of the Servics, Platform, Seller Centre and other Appyhome properties, as they may appear on the Platform or Seller Centre or be communicated from time to time by Appyhome.
(ii) Product: the individual item ordered by the Buyer among the Goods.
(jj) Replacement Value: the amount owed to Seller by Appyhome in case any Good held by Appyhome under the Fulfillment By Appyhome model is wrongly delivered, damaged or lost. The Replacement Value is determined by Appyhome and corresponds to the lowest of the invoiced value of the Good to Seller by Seller’s supplier, or the Listing Price minus the Commission at the time the wrong delivery, damage or loss occurs.
(kk) Returned Product: the return of a Product to Appyhome by the Buyer in accordance with the Policies, including Inadequate Products, Seller will retain, or take back from the Buyer, ownership, title (and risk, unless the Product is Fulfilled By Appyhome and is under Appyhome’s care) of all Returned Products.
(ll) Sales Proceeds: the gross proceeds, received and help by Appyhome in a bank account, from any sums paid by a Buyer for a Product. Sales Proceeds are calculated:
(mm) Sales Traffic Activities: is defined in Section 12 of the Terms
(nn) Seller Agreement: the agreement between the Parties regarding the Services, comprising of the Special Conditions, any schedules thereto and these Terms.
(oo) SEM: is defined in Section 12 of the Terms.
(pp) Service Fee: the fee for the Services, which is calculated based on:
i) the Commission, the Payment Fee and the Shipping Fees; and
ii) if applicable, any Default Fee, Administrative Fee and Additional Services Fee.
For the avoidance of doubt, coupons or the other unilateral discounts provided by Appyhome to Buyer are not considered in the Service Fee calculation, and any taxes, including GST, payable as regards the Services, will be paid by Seller.
(qq) Services: the services provided under the Seller Agreement are classified as:
i. General Services consisting in: i) the listing and publishing of Content Materials regarding the Goods and services; ii) the selling of the Goods and services on the Platform; iii) Buyer care services; iv) Order verification; v) management of deliveries and returns; vi) collecting, reconciling and executing all Sales Proceeds as a payment processing agent for Seller; and vii) other services ancillary to the Services; and
ii. if applicable, Additional Services that Appyhome may agree to provide to Seller, including Fulfillment By Appyhome.
(rr) Shipped Date: the date a Product is picked up by a carrier from Seller for delivery to a Buyer, as indicated in Seller Centre.
(ss) Shipping Fee: the fee for shipping the Products
(tt) Special Conditions: the agreement signed by the Parties for the provision of the Services.
(uu) STA: is defined in Section 12 of the Terms.
(vv) Storage Fee: a fee payable under the Fulfillment By Appyhome model, for storing the Goods in the location designated by Appyhome, which fee varies based on whether the Goods are stored in a normal storage area or in a cold room (as agreed by the Parties)
(ww) Working Day: a day other that Saturday, Sunday, or a national public holiday in Malaysia.
A. Appyhome agrees to provide the Services to Seller and will invoice Seller the Service Fee.
B. Appyhome provides a platform for third-party sellers and buyers to complete transactions. Except as set out in the Seller Agreement, Appyhome is not involved in the actual transaction between Seller and Buyer. As a seller, it is up to Seller to, among others, accurately describe the Goods, package them, ship them, insure them and offer warranty and after sales service. Seller uses the Services, including the Platform and Seller Centre, at its own risk.
C. By registering for or using the Services, Seller authorizes Appyhome to act as its exclusive (including as regard Seller) agent for purposes of collecting payments and processing payments, refunds and adjustments for the Goods and the Goods and the Orders, receiving and holding Sales Proceeds on its behalf, remitting Sales Proceeds to its bank account, and paying Appyhome and its Affiliate amounts Seller owes in accordance with the Seller Agreement or other agreements it may have with Appyhome or its Affiliates. As a payment processing agent, Appyhome will have no responsibility with respect to the legality of transactions occurring between Seller and Buyers and Seller undertakes that all payment transactions are in compliance with the law of Malaysia (including anti money-laundering regulations).
D. Seller agrees that Buyers satisfy their obligations to Seller as regards their transactions when Appyhome receive the Sales Proceeds. Appyhome’s obligation to remit funds received by it on Seller’s behalf is limited to the Payment.
E. Appyhome will provide the Seller information in relation to each Order for Goods made through the Platform
F. Appyhome will provide support services to Seller by way of coordinating and answering Buyer enquiries and processing returns as provided in the Policies.
- Sales Proceeds – Payment
A. Sales Proceeds will represent an unsecured claim against Appyhome. Appyhome may combine Sales Proceeds and Payments with the funds of other users of its services. Seller will not receive interest or any other earnings on Sales Proceeds or Payments.
B. Unless otherwise agreed in writing, Payments will be made by Appyhome to Seller on a fortnightly basis.
C. Appyhome may delay, suspend or cancel any Payment in case Seller breaches any term of the Seller Agreement or Buyer Agreement and any Payment made to Seller will not in any way be considered as a waiver of Appyhome’s rights.
D. If Appyhome concludes that Seller’s actions and/ or performance in connection with the Seller Agreement or the Buyer Agreement are likely to result in Buyer disputes, chargebacks or other third party claims, or if there any sums owed by Seller to Appyhome, the Appyhome may, at its sole discretion, withhold any Payments for the shorter of: i) a period sixty (60) days following the initial date of suspension; or ii) the completion of any investigation regarding Seller’s actions or performance.
E. Appyhome reserves the right to impose limits on Order or transaction values, on Buyers or on Seller and will not be liable if: i) Appyhome does not proceed with an Order that would exceed said limit; or ii) Appyhome allows a Buyer to cancel an Order because the Platform or the Goods are unavailable following the commencement of a transaction.
F. Without prejudice to any other rights and remedies which Appyhome has against Seller, if any sums payable by Seller to Appyhome under the provision of the Seller Agreement shall become due and be unpaid, Seller shall pay to Appyhome interest on such overdue sum at the rate of eight per cent (8%) per annum, such interest shall be calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Appyhome (as well as after judgment).
- Seller Undertakings
A. By having Goods listed on the Platform Seller undertakes, represents and warrants to Appyhome and to prospective Buyers that, in its performance under the Seller Agreement or any Buyer Agreement, directly or indirectly, it will:
(a). comply with all applicable laws, treaties, ordinances, codes and regulations; including the Malaysian Communications and Multimedia Content Code, anti-bribery, consumer protection, personal data protection, import and export, health, safety and environmental rules, GST rules, etc.;
(b) comply with all Policies;
(c) be responsible for all taxes, duties, fees and other charges arising out of or associated with the Order, the Payment or in any other way owed by Seller under the Seller Agreement or the Buyer Agreement. Furthermore, Seller undertakes to pay all such taxes, duties, fees and other charges on a timely manner. To the extend required by law, Appyhome will be entitled to withhold any and all taxes, duties, fees and other charges owed by Seller in connection with any Order, Payment or otherwise under the Seller Agreement or the Buyer Agreement;
(d) obtain all necessary rights, licences, permits or approvals required for the sales of the Goods through the Platform prior to their listing;
(e) ensure that the listing (including the Content Materials) of the Goods and services is accurate, current and complete and is not misleading or otherwise deceptive;
(f) fulfill all Orders for Goods and services at their stated quantity and price to Buyer who meet Appyhome’s eligibility conditions;
(g) contract appropriate insurance covering its obligations thereunder and the Goods regardless of the fulfillment model chosen;
(h) provide, in the format and at such times as Appyhome may require, accurate, updated and complete information about the availability status, stock level and Listing Price of the Goods.
(i) ensure that the Listing Price for any Good and service offered to Buyers will not exceed the price offered by Seller outside the Platform for the same product in like or lesser quantities under similar terms and conditions and, lower prices are offered for the Goods for sale outside the Platform, ensure that the Goods benefit from that lower price;
(j) give Appyhome written notice of any requirement or provision of any contract that may conflict with any requirement or provision of the Seller Agreement; and
(k) ensure that anyone filling-in or signing any document, operating the Buyer’s Seller Centre account, or handling the Goods, on behalf of Seller (other than a Appyhome employee, contractor or agent, or a third party specifically mandated by Appyhome) has full power and authority to do so on behalf of Seller and Seller may not dispute their actions insofar as they are in apparent compliance with the Seller Agreement.
B. Seller further undertakes, represents and warrants that it will not, directly or indirectly:
(a) sell Inadequate Products;
(b) sell counterfeit, “replica” and name brand “knock off” products and products violating any Intellectual Property Rights;
(c) infringe on any Intellectual Property Rights;
(d) post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic materials of any kind;
(e) post or display any political or religious content;
(f) post or disclose any personally identifying information or private information about minors or any third parties without their consent or the parent’s or guardian’s consent;
(g) post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animal or in providing instruction/ information or assistance in carrying out such violence;
(h) conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
(i) use the Platform or the Services to purchase items sold on the Platform for commercial use or for use on behalf of a third party;
(j) use, or access, input or upload on, the Platform and/ or Seller Centre any material that is not directly connected with the Goods, or permit the use of Seller’s account or offer “free space” on or other access to the account or the Platform to third parties;
(k) access content and information that concerns any party other than Seller, transmit unsolicited commercial or bulk email, interfere with the proper working of the Platform or Seller Centre, transmit any viruses, Trojan or other harmful code, or attempt to bypass any mechanism Appyhome uses to detect or prevent such activities;
(l) participate in any of the following actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Appyhome solution or technologies, deleting or altering author attributes or copyright notices, and/ or fail to obtain all required permissions when using the Platform or Seller Centre to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property law; or
(m) create liability for Appyhome (and its Affiliate, directors, employees, contractors, agents, subcontractors, etc.) or expose it to undue risk or otherwise engage in activities that Appyhome, in its sole discretion, determines to be harmful to Appyhome’s operations, reputation, or goodwill.
C. All the aforesaid representations, warranties and undertakings will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to reach and every of them in accordance with the Terms, provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, Seller will promptly inform Appyhome of the same and rectify the situation.
- Provisions Applicable to the Goods and to Content Materials
A. Seller undertakes, represents a warrants that:
(a) the Goods are new (unless explicitly stated as being “Refurbished”), of merchantable quality, fit for their purpose, free from defects, and strictly conform to their listed specifications;
(b) the Goods, their offer for sales and the Content Materials are not prohibited and comply with the laws of Malaysia (including all minimum age, marking and labeling requirements, product warranties, specifications and performance criteria, etc.) and conform with the list of prohibited and restricted items in the Policies as posted on the Platform or Seller Centre; and
(c) it has full unencumbered title in the Goods and in any materials incorporated in the Goods and all the Goods are supplied free of all liens, charges or other security interests.
B. Seller will provide accurate and up to date Content Materials, in English and Bahasa Malaysia, in relation with the listing of Goods on the Platform. The Content Materials must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of Goods and may not contain any sexually explicit (except as expressly permitted in written by Appyhome or allowed under applicable Law), defamatory or obscene materials.
C. Appyhome has no obligation to verify the accuracy, completeness and legality of the Content Materials.
D. Seller may not provide any Content Materials, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator (“URL”) marks unless Seller has the right to publish the Content Material.
E. Seller hereby grants Appyhome a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Content Materials, and to sublicense the foregoing rights to its Affiliates, provided that Appyhome will not alter any third party trademarks.
F. Appyhome retains the right to determine the use and placement of Content Materials and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and, if any, the Sales Traffic Activities.
G. A fee of fifty Ringgit (RM50) per non-compliance, or per Good or Product or service, may be imposed by Appyhome in case of non-compliance by Seller with any undertaking under Sections 4 and 5 of the Terms ( the “Administrative Fee”).
- Provisions Applicable to the Sales of Goods on the Platform
A. Notwithstanding any provision in these Terms, Appyhome will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, the Goods or service on the Platform
B. Appyhome may in its sole discretion withhold for investigation and/ or refuse to process any Order, Appyhome may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Services.
C. The prices indicated in the Order will not be subject to any variations and, unless otherwise agreed in writing, will include fulfillment cost (e.g., packaging, storing or delivery costs) according to the Fulfillment Model, Appyhome reserves the right to reject any particular form of Order or payment for the Goods and services and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by Seller.
D. Appyhome may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/ or cancel any Order. Seller will stop and/ or cancel orders of Goods if so asked by Appyhome (provided that Seller has transferred the Goods to the applicable carrier or shipper, Seller will use commercially reasonable efforts to stop and/ or cancel delivery by such carrier or shipper). Seller will refund any Buyer that has been charged for an Order that Appyhome has stopped or cancelled.
E. Appyhome (directly or through a third party at its sole discretion) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: i) Orders that Seller does not fulfill in accordance with the Order information, or ii) any fraud directly or indirectly linked with Seller. Seller will bear all other risk of fraud or loss. Seller will promptly inform Appyhome of any changes to the nature or specifications of the Goods or any pattern of fraudulent or other improper activity with respect to any of the Goods that may result in a higher incidence of fraud or other impropriety associated with an Order.
F. Appyhome may subject the Goods or Seller to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Goods and/ or Seller’s performance as a seller and Appyhome may make these ratings and reviews publicity available.
- Fulfillment Models (if applies to your region)
A. Orders are fulfilled under the following Fulfillment Models:
(a) Drop Shipping: where Seller is responsible for delivering the Products to Buyers; and
(b) Fulfillment by Appyhome: where Seller is responsible for delivering the Goods to the location designated by Appyhome, for Appyhome to co-ordinate their storage, re-packaging (if necessary) and delivery to Buyers.
B. Appyhome reserves the right, in its sole discretion, to decide on a specific carrier for the fulfillment of Orders, and modify restrict or cancel the use of any carrier at any time.
C. Unless otherwise provided in the Seller Agreement, Seller will be responsible for all cost incurred in shipping the Goods as well as the shipping cost of any Failed Delivery or Returned Products, including cost of freight and transit insurance. Any cost assessed against or incurred by Appyhome in relation to shipping will be debited to Seller. Seller will also be responsible for payment of all customs, duties, and taxes and any other charges related to the shipping and custom clearance of Goods.
D. Appyhome will not be listed on any import documentation relating to the Goods and Appyhome reserves the right to refuse to accept Goods and to cancel Orders where it is listed on the import documentation and any costs, penalties, taxes or duties assessed against or incurred by Appyhome will be charged to Seller.
E. Appyhome reserves the right to restrict the destinations to which Seller may ship Goods.
F. Seller must comply with standard operating procedures, import procedures, weight and size restrictions, and other shipping requirements of the carriers.
G. Any estimated shipping costs provided prior to shipment are not binding, and Seller agrees that it will be liable for: i) for the actual shipping costs; or ii) the estimated shipping costs even if the carrier determines them to be lower than the estimate submitted to Seller.
H. Prior to shipment, Seller will provide adequate packaging to protect the Goods and their original packaging during transport and storage.
8. Drop-Shipping (if applies to your region)
A. Seller will prepare and ship the Order within twenty four (24) hours from the Order being placed (taking into account any Working Days), provided that Appyhome reserves the right to modify the deadline and to cancel an Order if Seller fails to comply with the deadline.
B. Seller will include with all Goods and Products all documents required by Law, including the tax invoice of the Seller as well as a Appyhome tax invoice for any services provided by Appyhome to the Buyer.
C. Appyhome may, in its sole discretion, allow Seller to ship Goods at Seller’s expense using discounted shipping rates that Appyhome is able to procure from any carrier. Seller will not use the carrier account information of Appyhome, including, without limitation, carrier account number and shipping rates, for any purpose other than for the fulfillment of an Order, nor disclose such information to any third party, and Seller will protect such information as Confidential Information.
D. Seller will ensure that Appyhome is at all times supplied with updated Order shipment tracking information.
E. Title and risk of loss for Goods and Products will remain with Seller, and Appyhome will have no liability whatsoever related to the Goods and Products including their shipping, storage, delivery delays, damage or loss.
- Fulfillment by Appyhome (if applies to your region)
A. Seller may request through Seller Centre that Appyhome accepts the fulfillment of certain Goods, or quantities of certain Goods, under the Fulfillment By Appyhome model.
B. Seller will only ship for Fulfillment By Appyhome the Goods (and quantities hereof) expressly accepted by Appyhome in Seller Centre (the “FBA Request”). The Goods will be shipped by Seller to the location designated by Appyhome in the agreed packaging and, in any case, in a packaging guaranteeing the integrity of the delivered Goods. If Goods are required to be shipped on pallets, they will be 100x120cm and have maximum overall weight of 450kg. Goods can only be accepted by Appyhome until 4pm on weekdays, excluding Public holidays. Appyhome will not be required to physically mark or segregate items from other inventory and Appyhome may move Goods among facilities.
C. The shipping of Goods to the location designated by Appyhome will be made Delivery Duties Paid (DDP Incoterm 2010) and will be accompanied by the printout of the FBA Request and a delivery note (the “Delivery Note”) containing: Seller’s name, FBA Request number, description of Goods (including a list of codes for inbound Goods, list of bar codes for inbound Goods, warranty status), quantity, cold storage requirement, address of Seller and place of delivery and addressee of the Goods, as well as any other information expressly required by Law. Any price provided on the Delivery Note or the FBA Request is for merchant’s own use and does not have a bearing on the Listing Price or the determination of their replacement value.
D. Appyhome reserves the right to refuse to accept the delivery any FBA Request shipment or any Goods deemed unsuitable. Appyhome may return at the expenses of Seller, or dispose of, any such unsuitable Goods in the following cases: i) immediately if Appyhome determines in its sole discretion that the Goods create a safety, health or liability risk to Appyhome, its personnel or any third party; ii) if the Goods do not correspond (in quantity, quality, required specifications, or delivery date) to the FBA Request or to any Appyhome instructions; or iii) it Seller fails to direct Appyhome to return or dispose of any unsuitable goods within seven (7) days of the date on which Appyhome gives notice of refusal.
E. Appyhome confirmed receipt of delivery of an FBA Request by Seller to the location designated by Appyhome (the “FBA Goods”, or Goods, if the context so requires) does not: i) indicate or imply that any Goods have been delivered free of loss or damage; ii) indicate or imply that Appyhome actually received the number of units of Goods specified in the FBA Request or in the Delivery Note; or iii) waive, limit or reduce any of Appyhome’s right under the Seller Agreement.
F. The FBA Goods stored at the location designated by Appyhome will be shipped by Appyhome to the Buyer, Appyhome may carry out, in its sole discretion, further packaging or modify the packaging of the FBA Goods, in order to secure the integrity of the FBA Goods for delivery to Buyers. Appyhome may ship FBA Goods together with other products. Appyhome will include with all Products it ships official tax invoices as required by Law. This includes Seller’s tax invoice as printed by Appyhome based on the information supplied to Appyhome by Seller, as well as, if applicable , a Appyhome tax invoice (for services provided by Appyhome to the Buyer directly).
G. Unless Appyhome determines that the issue was caused directly or indirectly by Seller, or any of its agents or contractors, in the event FBA Goods are lost or damaged, Appyhome will:
(a) pay Seller the Replacement Value of the FBA Goods lost or damaged while in the Appyhome warehouse (i.e. where there is no Order concerning the particular FBA Goods that are lost or damaged);
(b) issues a refund to the Buyer for FBA Goods, and pay Seller the Replacement Value of the FBA Goods where Appyhome elects to cancel the Order; or
(c) provide the Buyer with replacement FBA Goods, and pay Seller the Replacement Value of the FBA Goods and the Payment, where Appyhome elects to fulfill the Order.
Except as otherwise provided in the Seller Agreement, the sums mentioned in the previous sentence represent the total liability of, and Sellers only rights and remedies against, Appyhome, its agents, representatives and contractors, for any duties, liabilities or obligations they may have for warehousing, selling and shipping the FBA Goods. At all other times, Seller will be solely responsible for any loss of, or damage to, the FBA Goods.
H. Seller may request at any time the return of FBA Goods that are not the object of an Order. Appyhome may refuse, reject, revoke or cancel the Fulfillment By Appyhome or the FBA Request for any Good or FBA Goods at any time, for any reason, including upon termination of the Seller Agreement. Seller will be responsible for the pick-up from of such FBA Goods returns within seven (7) Working Days from the return notification. In case of failure by Seller to pick the returned FBA Goods within the allotted time-frame the FBA Goods will be deemed abandoned and Appyhome may elect, at Seller’s risk and cost, to either: i) send the FBA Goods to the designated shipping address of Seller in Malaysia; or ii) dispose of the FBA Goods.
I. Appyhome reserves the right to direct, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of Appyhome’s inventory in the location designated by Appyhome, and Seller will comply with such restrictions or limitations.