TERMS AND CONDITIONS OF PURCHASE
By placing an Order on the Website or through the Exchange of Information Method (whichever is applicable), You agree that the following Terms and Conditions of Purchase, along with Our other terms, conditions, and policies posted on the Website and/or as notified to You from time to time, shall apply to You, Your Order, and the Goods.
We reserve the right to modify, supplement or replace this Terms and Conditions of Purchase, and You may view the modified, supplemented, or replaced Terms and Conditions of Purchase on Our Website. From the time We issue the modified, supplemented, or replaced version on the Website, that version will be binding and applicable to any Order that You place. We are not obligated to give prior notice or provide You with any reason for any modified, supplemented, or replaced version.
ARTICLE 1. DEFINITIONS
1.1“Buyer” or “You” means the buyer of Goods based on this Terms and Conditions of Purchase.
1.2 “Confidential Information” means any data or information related to Us, including but not limited to information about trademarks, program summaries, market research results, Order information, delivery and/or any other data or information provided by Us verbally, in writing, or in any other form to You, and/or discount policies, pricing policies, other operational information in the course of performing this Terms and Conditions of Purchase.
1.3 “Delivery Note” means a document showing that You have confirmed the receipt of the Goods according to Your Order by signing it (if applicable).
1.4 “Exchange of Information Method” refers to the means by which We/You may share information with each other. It may include email, chat applications, mail, fax, telephone, and in-person meetings, etc.
1.5 “Force Majeure Event” means any event beyond the reasonable control of the Parties that results in one or both Parties being unable to perform their obligations under this Terms and Conditions of Purchase, including but not limited to: acts prohibited or delayed by the government or competent authority, riots, war, national emergency conditions (declared or undeclared), hostilities, public disturbance, strikes, blacklisting, boycotts, sanctions, work stoppages or other labor disputes, epidemics, fires, floods, earthquakes, hurricanes, tidal waves, or any other natural events, and all other events.
1.6 “Goods” means the products that are traded or capable of being supplied by Us and are posted, displayed with images on Our Website or in any other document provided by Us to You through the Exchange of Information Method, and excludes at all times any complimentary free-of-charge products.
1.7 “Invoice” means a confirmation (via text message, email, or in the form of a receipt or any other means as determined by Us) of Our ability to supply the Goods according to the information in the Order that You had placed during the ordering process through the Website or through the Exchange of Information Method. Where applicable, an Invoice may also be the same document signed off by You, confirming your receipt of the Goods according to Your Order.
1.8 “Manufacturer” means the party that produces the Goods and supplies the Goods to Us under a separate agreement, allowing Us to post and display images of the Goods on Our Website or in any other document provided by Us to You through the Exchange of Information Method.
1.10 “Order” means the order placed by You with Us through the Website (by assessing Ninja Account) or communicated by you to Us through the Exchange of Information Method.
1.11 “Seller” or “We” means Ninja Logistics Sdn Bhd – a provider and distributor of Goods according to the information about the Goods posted on Our Website or in any other document provided by Us to You through the Exchange of Information Method, or as supplied to You based on the Order placed with us.
1.12 “Supplier” means the party that supplies the Goods to Us under a separate agreement.
1.13 “Website” means Our electronic information website at the following link: ninjamart.co
ARTICLE 2. SUPPLY OF THE GOODS
2.1. You can place Orders for all types of Goods according to the quantity We can supply as confirmed in Our Invoice to You. We reserve the right to make the final decision on accepting all or part of Your Order, depending on Our ability to supply the Goods at the time We receive Your Order. In case part of the Order is rejected, We will send an Invoice for the remaining accepted portion of the Goods to be supplied to You.
2.2. The parties agree that the Goods We supply are in their original condition and in accordance with good industry standards of the Manufacturer.
2.3. We do not declare/guarantee that the Goods supplied will: (i) be suitable for Your business purposes; (ii) be free of manufacturing defects from the Manufacturer and/or defects due to transportation process and/or circumstances not caused by You; and (iii) come with a warranty from the Manufacturer.
ARTICLE 3. ORDER
3.1. When You place an Order with Us in the form prescribed by Us (and which form may be varied at our full discretion from time to time), We will confirm Your Order by sending You an Invoice. We may impose a minimum or limit the quantity of Your Order or limit the quantity of the Goods in Your Order at Our full discretion.
3.2. An Order is deemed valid and binding on Us for performance under this Terms and Conditions of Purchase when We send You an Invoice, and You must successfully pay the value of the Order according to this Terms and Conditions of Purchase. After You have completed the payment, there will be no refunds or changes to the contents of the Order, except as determined by Us. Any cases where You successfully placed an Order outside of the guidance of this Terms and Conditions of Purchase, We bear no responsibility/obligation to perform the Order, and You shall hold Us harmless from any damages, losses, costs and/or claims arising therefrom.
3.3. Please note that any warranty (if any) related to Your Order shall be the sole responsibility of the Manufacturer. If You are unsure or need more information, You are responsible for contacting and checking directly with the Manufacturer before placing Your Order. Any warranty issues shall be resolved directly between You and the Manufacturer.
3.4. All refunds will be subject to Our agreement and final decision.
3.5. We have the right to cancel any of Your Orders at any time and/or at our full discretion if We suspect or discover fraudulent behaviours or activities related to Your Order; or for any reason arising from technical errors on the Website, insufficient stocks of Goods for the Order, or for any other reasons as determined by Us.
3.6. You agree to protect and hold Us harmless from all claims, losses, obligations, claims and/or costs arising from any Manufacturer’s recall of the Goods supplied. You will bear any related damages (if any) at your own costs and expenses.
ARTICLE 4. PRICING AND PAYMENT METHODS.
4.1.1. The prices of the Goods are listed on the Website or in the document that We sent through the Exchange of Information Method, including the value of the Goods, value-added tax as prescribed by current law and does not include shipping costs. Depending on the delivery location that You provide to Us, We will quote the appropriate shipping costs for You.
4.1.2. The Order value displayed on the Invoice includes the total value of the Goods, shipping fees and other discounts (if any).
4.1.3. The listed prices on the Website or in the document that We sent through the Exchange of Information Method will be displayed in Ringgit Malaysia (RM) and may vary from time to time. The exact price that You have to pay for the Goods supplied by Us will be displayed in the Invoice.
4.1.4. You agree that the value of Goods and promotions on the Website or in the document that We sent through the Exchange of Information Method may vary from the prices quoted by Our Manufacturers and/or Suppliers on their websites and/or in their physical stores.
4.1.5. At different times, We will have programs to promote our Goods and/or to offer discount on Your Order. However, we are not obliged to offer any such promotion or discount and we reserve all rights to vary these promotion and/or discount policies to fit Our business policies and have no obligation to notify You before making such changes.
4.2. Payment methods
4.2.1. After receiving the Invoice, You have an obligation to make immediate payment to Us upon your receipt of the Goods supplied from Us or within 24 working hours from the time You receive Our Invoice (or such other period as determined solely by Us). If after the said 24 working hours (or such other period as determined solely by Us), You have not successfully made the payment, Your Order will be automatically cancelled and it will not be binding on Us to perform.
4.2.2. You can pay for the Order vide the following payment methods:
- a) Credit card; or
- b) Debit card; or
- c) Cash payment (as we may allow at our full discretion); or
- d) Other payment methods (as we provide or determine at our full discretion).
4.2.3. We have the right to vary at any time, the payment methods at Our full discretion as we deem fit. If You choose to pay by online/electronic payment method, the payment will be processed by third-party Payment Service Provider(s). You agree that Your credit card and payment information will be stored or disclosed to such third-party Payment Service Provider(s) for future Orders (if applicable).
4.2.4. You must ensure that You have sufficient allowance on Your credit and/or debit cards to pay for the Order. Within the required scope, We are not responsible for any payments made on the Website, including refunds, reimbursements, cancellations, and dispute resolution.
ARTICLE 5. DELIVERY PROCESS
5.1. We will deliver the Goods to You based on the information (including delivery address, recipient’s contact information or other required information) You provided to Us via Our Website or the Exchange of Information Method.
5.2. The estimated delivery time will be as stated in Your Invoice, but which will subject always to factors beyond Our control (e.g. order quantity, distance, peak hours, weather conditions, traffic conditions, etc.) and Force Majeure Events. You acknowledge that the delivery time We provide is only an estimate and which may be earlier or later. To ensure that You do not miss the delivery, You should ensure that You or Your representative is present at the delivery location to receive the Order and sign Our Invoice or Delivery Note (whichever is applicable).
5.3. We will not refund or re-deliver in event where We have attempted to deliver the Goods but were unable to do so due to reasons caused by You, including but not limited to the following:
5.3.1. No one being present to receive the Order; or
5.3.2. We are unable to contact You even though We have tried to contact You through the provided phone number; or
5.3.3. The lack of a suitable or safe delivery location, including delivery locations in areas that are difficult or inaccessible for Us, or that can be accessed but at a shipping cost beyond Our reasonable acceptance if there are changes in the delivery process.
5.4. If We still cannot reach You or You do not receive the Order within one (1) hour from when the Order arrives at Your delivery address not due to Our fault, We will leave the Order and record a picture of the Order placed at the location You designated. In this case, We are deemed to have completed the delivery once the Goods are delivered to the delivery address as provided by You in the Order and We will not refund nor shall we be liable whatsoever to You.
5.5. After You receive the Goods and sign Our Invoice or Delivery Note (whichever is applicable), We are deemed to have successfully delivered and fulfilled Our delivery obligations under this Terms and Conditions of Purchase. Accordingly, upon receipt of the Goods, You shall hold Us harmless from any damages, losses, consequences, costs and/or claims (if any) if You discover any issues with Your Order (including but not limited to incorrect Order, missing Goods, defects, or expiration). You are advised to keep in your records, the Invoice or Delivery Note (whichever is applicable) for reconciliation or to resolve any issues that may arise relating to the Goods (if any).
ARTICLE 6. POLICY ON INSPECTION AND RETURNS
6.1. You have the right to inspect the Goods before signing the Invoice or Delivery Note (whichever is applicable) and notify Us immediately if the condition of the Goods is not as described in the Order (i.e. quantity, type of Goods, etc.) for which we had issued the Invoice to You. If We do not receive a signed Invoice or Delivery Note and/or any feedback from You (sent to Us through the Exchange of Information Method) regarding the Order within 3 days from Our Invoice date (or such other period as determined by Us in Our full discretion), We deem that the Order has been accepted and any requests, complaints about the Goods from You will not be accepted by Us.
Please send Us all information regarding the faulty Order, along with evidence/ photos/samples/recordings Within 7 working days from the date We receive complete information from You (or such other period as determined by Us in Our full discretion) as stated above, We will verify and respond to the information provided. If We deem the complaint to be valid at Our full discretion, We will confirm the value of the Goods and proceed to replace the rejected Goods with suitable Goods within the scope of the Order value, and We will not compensate You for any other damages.
6.2. Once We have delivered the Goods to You under this Terms and Conditions of Purchase, We will not accept any return of the Goods, except in cases where the Goods have quality issues due to manufacturing defects or do not conform to Your requirements as stated in the Order prior to Your confirmation of receipt, or in accordance with Our policies.
6.3. From the moment You sign Our Invoice or Delivery Note (whichever is applicable), all risks related to the Goods will be transferred to You and You will be fully responsible, except in relation to Our decisions made under this Terms and Conditions of Purchase or with Our consent regarding issues related to the Order arising at that time.
ARTICLE 7. YOUR UNDERTAKING
7.1. You undertake that You have full legal capacity, including but not limited to meeting legal requirements, obtaining permits allowing You to trade the Goods purchased from Us in accordance with current applicable laws and regulations. Accordingly, We understand that You do not purchase Our Goods for Your own consumption and/or for the consumption of Your household, organization, or agency, but rather the Goods will be used by You for retail or wholesale purposes. You shall hold Us harmless from any liabilities, obligations, responsibilities, disputes with partners, Manufacturers, Suppliers, or any other third party supplying any Goods to Us due to Your intentional or unintentional violation of this Terms and Conditions of Purchase.
7.2. You undertake that the information You provide to Us is appropriate, accurate, complete, and up-to-date, and You are responsible for that information or any other consequences resulting from providing inaccurate information. Any changes to the information provided by You will only be accepted by Us at Our full discretion, and You waive Your right to appeal in relation to any consequences arising from such changes.
7.4. The parties hereby are deemed to have entered into a sale of Goods contract only when You send an Order and We send an Invoice to You in return under this Terms and Conditions of Purchase. This provision applies only in cases where We have not entered into any other sale of Goods contract for the purpose of buying and selling the Goods under this Terms and Conditions of Purchase.
7.5. The transaction for the sale of Goods between Us according to this Terms and Conditions of Purchase is independent and separate. At Your own expense, You are responsible for resolving disputes/complaints with third parties if they arise due to Your own fault. You shall hold Us harmless and we shall not liable for any such disputes/complaints arising.
7.6. You only reasonably use Confidential Information to exercise rights or fulfil obligations specified in this Terms and Conditions of Purchase. You agree not to disclose Confidential Information to any third party without Our written consent. You may only disclose Confidential Information when requested so in writing by competent state authorities after notifying Us and you shall disclose Confidential Information only to the extent within the required scope.
ARTICLE 8. OUR STATEMENT AND WARRANTY
8.1. We have full capacity and authority to perform and are not hindered in accepting the offer to enter into a contract through Your acceptance of this Terms and Conditions of Purchase.
8.2. The Goods as published on the Website or such other document provided by Us to You through the Exchange of Information Method, are legally owned by Us as a result of Our cooperation with partners, Manufacturers, Suppliers, or other third parties through their separate transactions with Us.
8.3. We will not be responsible for handling any requests or complaints from customers who purchase the Goods from You. For avoidance of doubt, You guarantee and shall hold Us harmless from any claims, demands, damages, liabilities, costs (including legal fees) arising from or relating to any requests or complaints from customers who had purchased the Goods from You. You will be responsible for directly handling or directing the resolution of any requests or complaints from customers who purchase Goods from You in accordance with Malaysian laws and regulations.
ARTICLE 9. INTELLECTUAL PROPERTY RIGHTS
9.1. Intellectual property rights refer to Our rights over intellectual assets, including authorship and related rights, industrial property rights over intellectual property objects contributed or used by Us in carrying out the Order transactions, and intellectual property objects established or arising from Order transactions with You.
9.2. Any use of intellectual property assets outside the purpose of carrying out Order transactions under this Terms and Conditions of Purchase must be approved in writing by Us. You undertake not to take any actions that may diminish or infringe upon Our intellectual property rights in any form, including not providing or authorizing any third party to perform any part of the work specified in this Terms and Conditions of Purchase without Our written consent.
9.3. The provisions on intellectual property rights stipulated herein shall be valid notwithstanding the completion, rescission, termination or expiration of the contract period and/or the validity period of this Terms and Conditions of Purchase and shall survive and continue to bind the parties.
ARTICLE 10. COMPENSATION FOR DAMAGES
10.1. You shall indemnity and hold Us and all of Our corresponding directors, officers, employees, agents, customers, Suppliers, and Manufacturers harmless from any or all damages (including attorney’s fees) arising from or related to any and all claims, actions, demands, legal proceedings, responsibilities, losses, judgments, settlements, or authorized resolutions that have arisen or are deemed to have arisen as a result of or in connection with:
10.1.1. Any breach of Your obligations, personnel and/or affiliates’ obligations under this Terms and Conditions of Purchase, or any negligent or intentional act or omission by you or your personnel and/or affiliates;
10.1.2. You, Your personnel and/or affiliates causing harm to a third party in relation to the misuse or abuse of Our Goods;
10.1.3. You, Your personnel and/or affiliates failing to comply with all laws, rules, regulations in force with respect to the Goods;
10.1.4. Upon receiving any notification of any claim from Us, You shall take action to settle or defend the claim at Your own cost and expenses. However, You shall not enter into any settlement which would impose any liability or obligation on Us without Our prior written consent.
10.2. You must compensate at Our request for all losses and/or damages that We incur in protecting or resolving the complaint in accordance with the laws and regulations. Such compensation for damages shall be paid by You to Us within thirty (30) working days from the date of our request notice to You.
10.3. The Parties agree that the payment of compensation for damages provided under this clause shall not replace or terminate the parties’ obligations to continue to fulfil subsequent Orders.
ARTICLE 11. LIMITATION OF LIABILITY
11.1. In any case, We shall not be liable to You, Your personnel and/or Your affiliates or any third party relating to the use of the Goods, including any indirect damages, loss of revenue/profit, reputation, business opportunities or in the event of misuse, improper use, negligence, accident, modification, alteration, forgery, non-compliance with the Manufacturer’s instructions, warnings and/or recommendations regarding storage and use, attempted repairs by non-professional personnel, operation or consumption outside normal environmental conditions and other technical specifications, or if the original identification marks (serial number, barcode, trademark) have been removed, changed or destroyed.
11.2. In no event shall Our total liability under this Terms and Conditions of Purchase exceed the value of the Order that You have paid to Us in connection with such claim or breach of that Order. This liability is limited to only each Order and may not be aggregated with previous historical Orders for which You have paid Us.
ARTICLE 12. MISCELLANEOUS
12.1. If any provision of this Terms and Conditions of Purchase is deemed invalid or unenforceable, that provision shall be deleted, and the remaining provisions shall remain in effect and be enforced.
12.2. The headings are for reference purposes only and shall not define, limit, construe, or describe the scope or extent of that section.
12.3. We reserve the right to assign or transfer any of our rights and obligations under this Terms and Conditions of Purchase (including all rights, titles, interests, benefits, profits, obligations, and duties of ours) whether in whole or in part to any individual or organization (including any of Our affiliates).
12.4. If any provision of this Terms and Conditions of Purchase is determined by a competent state authority to be invalid, illegal, or unenforceable, it shall not affect the validity or enforceability of the remaining provisions and/or contents. The parties shall continue to perform the remaining provisions and regulations of this Terms and Conditions of Purchase without interruption.
12.5. Any notice that You send to Us at the address registered on Our business license shall be deemed received:
12.5.1. if delivered by hand, on the day of actual delivery; or
12.5.2. if sent by registered post, courier or other postal service, within five (5) days of despatch or posting; or
12.5.3. if transmitted by email with a confirmed receipt of transmission from the sender’s machine stating that it was sent in full and without error, on the day on which such email was transmitted.
12.6. You may be provided with a translated version of this Terms and Conditions of Purchase. In case of any discrepancy between the translated and English versions, the English version shall prevail and be applied.
ARTICLE 13. APPLICABLE LAW
13.1. This Terms and Conditions of Purchase will be governed and interpreted in accordance with the laws of Malaysia.
13.2. The Parties agree to submit any disputes to the non-exclusive jurisdiction of the courts of Malaysia.