AGRO TRADZT PLATFORM’s TERMS & CONDITIONS

PREAMBLE
This Website (www.marketplace.smarttradzt.com/agro-tradzt) is owned and operated by Smart Tradzt Sdn Bhd. By accessing this website, you acknowledge that you accept these Terms and Conditions. In the event that you do not understand or accept any of the terms set out herein, you should discontinue your use of this Website.

We reserve the right to amend, modify, add, delete and make corrections to these Terms and Conditions at any time, which are effective upon posting. It is your responsibility to review these Terms and Conditions periodically to be aware of such modifications. You are responsible for regularly checking for any changes to these Terms and Conditions. Your continued use of this Website after any such changes are released shall be deemed as your acceptance and agreement of such changes.

These Terms and Conditions shall be read together with the Terms of Use and Privacy Policy available on www.marketplace.smarttradzt.com/agro-tradzt.

The English language version of this document shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

1. DEFINITIONS
   1. In these Terms and Conditions:
      “Acknowledgement” means our acknowledgement of your Order via email;
      “Confirmation of Order” means our email confirmation to you, in which we accept your Order;
      “Contract” means your Order of a Product or Products in accordance with these Terms and Conditions which we accept in accordance with Clause 3.4 below;
      “Customer “/ “you” means the individual who places an Order of a Product or Products on the Site;
      “Financial Institution” means in respect of any Payment Card, the relevant company or companies controlling or administering payments for such Payment Card;
      “Order” means the order submitted by you to the Site to purchase the Product from us at the quantity requested by you and the price specified by you;
      “Payment Card” means such form of charge card(s), credit card(s) or debit card(s) as may be stipulated on the Site as being acceptable for payment for Products;
      “Product” means an item/product/service offered to the Customer for sale on the Site;
      “Service” means the services provided by us on the Site, which may include but is not limited to shopping.
      “Site” means the AGRO TRADZT online store currently accessible via www.marketplace.smarttradzt.com/agro-tradzt; and
      “us”/”our”/”AGRO TRADZT” means Smart Tradzt Sdn Bhd.
      
   2. references to “clauses” are to clauses of these Terms and Conditions;
   3. the headings are for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions;
   4. words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership;
   5. references to “includes” or “including” or like words or expressions shall mean without limitation;
   6. any reference to a “person” or “entity” includes a reference to an individual, a sole proprietor, a partnership, an unincorporated association and a company.

2. APPLICATION AND EFFECT
   Our website enables registered business customers to purchase products and services for business purposes intended for business customers. We may make available to you, through our website, certain services or products that are subject to additional terms and conditions, and if you use such services or purchase such products, those terms and conditions will also apply to you. Products made available through AGRO TRADZT may be curated for, and only appropriate for, specialized uses.

   By placing an Order, you are offering to purchase a Product subject to these Terms and Conditions.
   By accessing the Site, you represent and warrant that all registration information (including, but not limited to, your payment information and your company details) that you submit is truthful and accurate; and you will maintain the accuracy of such information.
   By accessing the Site, you agree:

   1. to notify AGRO TRADZT immediately if you suspect any unauthorized use of registration on the Site; and
   2. you are solely responsible for maintaining the confidentiality of your account details, and for any and all use of your account (including, without limitation, any fees that accrue for any use of the Services).
   3. by creating an Account on AGRO TRADZT, you represent that;
   1. the individual acting on behalf of you has the authority to bind the Customer;
   2. the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in this sales order, and
   3. the Customer is an Eligible Entity representing the Customer.

3. ORDERS

   1. When buyers place an Order for the Product(s) on the Agro Tradzt Platform, buyers are required to complete the designated online form at the Platform accurately and provide all necessary information as may be required by us.
   2. All Orders are subject to acceptance by us, and we will confirm our acceptance by sending an email to buyers as a Confirmation of Order.
   3. We will not be obliged to supply any Products which may have been part of buyers’ Order until we have sent a Confirmation of Order in relation to those Products.
   4. Processing of the Payment Card for an Order shall not in itself constitute our acceptance of the Order, provided that where an Order is rejected, any payment made for such Order shall be reversed or refunded by us.
   5. We reserve the right to refuse the processing of buyers’ Order for any reason, including Product unavailability. If we have cancelled buyers’ Order, then we will refund any payment received by us for the order of the Product, unless otherwise stated in the Agro Tradzt Platform’s Terms and Conditions.
   6. We shall, to our best capabilities, ensure that all Product information which appears on the Platform are accurate, which shall include but is not limited to prices and specification of the Product. We shall not be liable for any errors to the information on the Platform. We reserve the right to refuse to fulfill any Orders that buyers may have placed based on information on the Platform that may contain errors or inaccuracies, including, without limitation, errors, inaccuracies or out-of-date information regarding pricing, shipping, payment terms, or return policies.
   7. The price to be paid for all Products shall be at the agreed fixed, negotiated or bided price on the date of receipt of the Order, which may or may not be correctly reflected at the Platform. If we discover an error in the pricing or specification of the Product which buyers have ordered, we will contact buyers as soon as possible and seek buyers’ confirmation as to whether buyers still wish to proceed with the order at the correct price or to cancel it. If we are unable to contact buyers, we shall treat the Order as canceled.
   8. If buyers have already paid for the Products and would like to cancel the Order, buyers shall request for refund subject to prior written consent from AGRO TRADZT on the terms that buyers indemnify AGRO TRADZT in full against all losses (including loss of profit), costs (including the cost of all administrative, labor and materials used), damages, charges and expenses incurred or may have been incurred/arising, by AGRO TRADZT as a result of the modification or cancellation, as the case may be. All refunds herein, if approved, shall be processed via AGRO TRADZT in payment method approved by us, in accordance to these Terms and Conditions.
   9. Buyers shall submit the accurate and up-to-date information to us which shall include but is not limited to information required for fulfillment purposes, and keep us updated on any changes relating thereto.

4. PRODUCT

   1. The Product will conform to the latest published instructions as set out on the Platform by their individual Sellers at the time of buyers’ Order. Warranty terms are dependent on the merchants of the respective Product, and therefore differ from item to item.
   2. Where available, any warranty terms and conditions shall be made available by their respective seller upon viewing an item. Before delivery, Seller may make minor adjustments to material, color, weight, measurements, design and other features to the extent that they are reasonable.
   3. Agro Tradzt Platform does not guarantee that item and/or services description, price, and other content of this platform are complete, accurate, reliable, current, or error-free and shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred by buyers or any third-party as a result of any or part of a Product, or in connection therewith.

5. PAYMENTS BY BUYERS

   1. Buyers shall confirm payment for the Product at the time of ordering via the payment methods available under the platform’s Payment Gateway function, which shall include:
      1. Payment Cards acceptable to us;
      2. Online Bank Transfer (FPX);
      3. Credit Payment (based on Credit Terms assigned to buyers and pre-approved by AGRO TRADZT)
   2. We reserve the right to not offer certain forms of payment and to refer buyers to complete the order via other available forms of payment. Supply of the Product will only be done once we have received full payment for the Product. All Payment Cards are subject to the approval of the respective Financial Institution. We shall not be liable in any way if the Financial Institution refuses to process or accept any Payment Card for any reason.
   3. If buyers are asked for details of a Payment Card by us, buyers shall undertake that all details provided to us for the purposes of purchasing the Product from us are correct, that the Payment Card, or account or other payment method which buyers have used are of buyers’ own and that there are sufficient funds or credit facilities to cover the cost of the Product. We reserve the right to obtain validation of buyers’ payment details before providing buyers with the Product.
   4. Buyers agree to submit to us and/or our payment service provider details of the Payment Card and other personal and delivery information as may be reasonably requested in order to process the Order, payment for the Order, and to arrange for delivery and invoicing. We may require our payment service provider to keep such information confidential and not use the same for any purpose other than to carry out its services, provided buyers agree that we shall not be liable for any loss, damage, or liability in the event of any unauthorized disclosure of such information by our payment service provider.
   5. We reserve the right to exercise our lawful remedies if a dispute or issue arises over payment through any of the acceptable payment methods, or if we do not receive full payment for an Order. In particular, but without limitation, if the Financial Institution or the paying bank rejects or reverses payment for an Order, we may in our discretion;
      1. refuse or reject such Order, or suspend or cancel delivery of such Order;
      2. repossess the Products if already delivered; or
      3. claim against the Customer for the full price of the Order as a debt.
   6. Buyers agree to pay to AGRO TRADZT all applicable fees for the Service, including, but not limited to, the fee for the applicable subscription, taxes (including government service tax), and other charges levied by domestic or foreign governments (which may vary from country to country).
   7. Sales and Service Tax
      1. Buyers shall bear all Government taxes, levies and other costs imposed by law in relation to the provision of the Service by or through AGRO TRADZT. In particular, where Sales and Service Tax (“SST”) is applicable to AGRO TRADZT, as the supplier, AGRO TRADZT is entitled to charge the SST payable to the Government on the Service.
      2. If AGRO TRADZT is liable for SST, then AGRO TRADZT shall:
         
         1. provide to the Customer information that may be reasonably required to establish its liability for SST; and
         2. provide such information and documents as may reasonably be required by the Customer to enable the Customer to claim an input tax credit under the law applicable to SST.

6. CANCELLATION

   1. We may cancel an Order if the Product is not available for any reason and we shall notify buyers when the refund process has been initiated.
   2. We retain the right to withdraw or cease to make available any or all Products from the Platform, without liability or prior notice.
   3. Buyers may cancel their orders as per Clause 3(h) above.

7. FRAUD

   1. Payments must be authorized by the cardholder or account-holder named in the payment process. We reserve the right to hold or cancel buyers’ Order without prior notice if we reasonably suspect that buyers or the cardholder/account-holder is associated with any kind of fraudulent activity. Such suspicion may be based on the following activities:

      1. The cardholder did not authorize the payment and claims that the Order is fraudulent;
      2. There have been previous fraudulent activity/chargebacks by buyers or the cardholder; and
      3. Information given during payment is erroneous / inadequate / inconsistent / linked to fraudulent behavior.

8. DELIVERY COVERAGE & TIMING

   1. The delivery coverage for the ordered product under the platform are limited currently to the following area:

      Product Type	Domestics Sales (Same-Day Delivery)	Out-station Sales (Next-Day Delivery Only)	Delivery Time
      			Order bet 0600-1200	Order after 1200
      Fresh Fishes & sea products	30km radius from location of fish-landing jetty or aqua-culture pond	Klang Valley - (Console & FTL) Other destination – FTL only	Same-day delivery	Next-day delivery
      Fresh Vegetables	30km radius from location of vegetable farm	Klang Valley - (Console & FTL) Other destination – FTL only	Same-day delivery	Next-day delivery
      Non-perishable Products	Normal courier delivery time

   2. All orders are processed within the same day or next day. Orders placed over the weekend are dispatched on Monday or the first working day after. (Working days exclude Saturdays, Sundays and public holidays).
   3. The Marketplace provides order status tracking from the order confirmation until arrival

9. DELIVERY

   1. We aim to deliver the Product based on the delivery method requested/specified by buyers in buyers’ Order. Upon delivery of products to the address specified by buyers in the order, buyers are requested to acknowledge the acceptance of buyers’ ordered products with our logistic representative.
   2. Buyers agree to inspect the Product for any obvious faults, defects or damage before buyers’ sign-off acceptance of the Product. If buyers are unsatisfied with the delivered Product, buyers may opt a refund in accordance to the Returns and Refunds policy outlined in Clause 8 herein.
   3. Delivery of items will be made as per date and time provided to us as per buyers’ Confirmation of Order. We shall aim to let buyers know, using the contact details that buyers have provided to us, if we are unable to meet our estimated delivery date and delivery location due to but not limited to the unavailability of the Product and/or any occurrence of any Force Majeure events, including any technical or operational issues. In such circumstances, we may also arrange for the cancellation of the Order.
   4. All risks in the Product shall pass to buyers upon delivery, except that, where delivery is delayed due to a breach of buyers’ obligations set out herein, risks shall pass at the date when the delivery would have occurred but for buyers’ breach. From the time when the risks pass to buyers, we will not be liable for loss or destruction of the Product.
   5. If delivery is delayed through buyers’ unreasonable refusal to accept delivery, no cancellation or refund shall be permitted except in accordance with the Returns and Refunds Policy, outlined in Clause 8.
   6. In the event where buyers have received a wrong item, a refund will be permitted in accordance with the Returns and Refunds Policy outlined in Clause 9.

10. RETURNS AND REFUNDS POLICY

    1. Perishable items (vegetables, fishery, poultry, meat and fruits products) are not returnable, but may be refunded under the following circumstances, if reported within 2 hours after receiving:
    1. Damaged upon delivery
    2. Defective/Damaged packing
    3. Quantity delivered less than purchased (Refund may be partial)
    4. Delivery of wrong items
    2. Proof of claims need to be substantiated by submitting photos/videos of such claim. Please save all packaging material and damaged goods before filing a claim.
    3. Exchange or return of non-perishable Product is subject to final approval by AGRO TRADZT. Customers may choose to return the Product and request for a refund in accordance to this Terms and Conditions based on the following criteria:
       1. buyers did not receive the Product Ordered within the date and time provided to us;
       2. buyers received an incomplete order (with missing quantity or items attached to the order);
       3. buyers received the wrong Product(s) (e.g., wrong specifications, wrong quantity, different product);
       4. buyers received a Product with physical damage/defects prior to buyers receiving the items into buyers’ facility.
    4. In the event the Customer is unable to accept the delivery of a Product (as applicable), the said Customer shall contact AGRO TRADZT at the very soonest and arrange with AGRO TRADZT for an alternate delivery date (as applicable). In the event of failure by the Customer to contact AGRO TRADZT for non-acceptance of delivery by the Customer of which the Product is ready for delivery by the Customer, the Order may be deemed delivered and AGRO TRADZT reserves the right to forfeit any amounts paid for and towards the Product.
    5. Should buyers be eligible for a refund pursuant to the Terms and Conditions set out herein, please contact AGRO TRADZT to request for a refund. In the event a refund is approved by AGRO TRADZT, the refund will be processed in the payment method associated with buyers’ Business Account which was originally used to complete buyers’ order.
    6. Buyers shall be responsible for any cost arising due to the return or cancellation of Products set out herein (which shall include but is not limited to postal, shipping or handling fee). We will not accept items that have been damaged due to abuse, misuse, accidents or alterations.
    7. We retain the final right to approve or reject the refund of the Product. Refund or exchange of a Product will be subject to our evaluation.

11. PAYMENTS TO SELLERS

    1. Payments to sellers shall be made after Buyers made confirmations of order receipt after receiving order from courier within 2 hours from date/time of receipt. In the absence of any receipt confirmation from buyers after the 2-hour period, Agro Tradzt will authorize order payment to the sellers.
    2. However, the timing of the purchase payment shall be subjected to the payment procedure & process of the Payment Gateway service provider used by the Platform.
    3. The payment process & procedure shall also be subjected to any claims, rejections or complaints made by the buyers during the receipts of the ordered items as per item 9(c) above.
    4. Any price reduction, discount or partial payment refund amount will have to be discussed & negotiated directly in-between buyers & sellers via the ‘Chat Box’ function in the platform. Once resolved, the agreed final amount will be stated in the Platform for further action by Agro Tradzt.
    

12. LIMITATION OF LIABILITY

    1. In no event shall we be liable to the Customer or any third party for any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these Terms and Conditions, including but not limited to loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if we have been advised of the possibility of such loss or damage.
    2. AGRO TRADZT and all of its respective officers, employees, directors, agents, contractors and assigns shall not be liable to you for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
       1. any access, use and/or inability to use the AGRO TRADZT platform or the Services;
       2. reliance on any data or information made available through the AGRO TRADZT platform and/or through the Services. You should not act on such data or information without first independently verifying its contents;
       3. any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
       4. any use of or access to any other website or webpage linked to the AGRO TRADZT platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.
    3. Any risk of misunderstanding, error, damage, expense or losses resulting from the use of the AGRO TRADZT platform and/or Services is entirely at your own risk and we shall not be liable therefore.
    4. If, notwithstanding the limitation of liability provision contained herein, AGRO TRADZT is found by a court of competent jurisdiction to be liable (including gross negligence), then, to the maximum extent permitted by the applicable law, the total liability of AGRO TRADZT to the Customer for any and all claims whether by the Customer or by any other person and howsoever arising in connection with or arising out of the sale, supply, delivery possession, replacement or use of a Product or resulting from the breach of these Terms and Conditions by us shall not in any event exceed the price of the Product (paid by the Customer) that gave rise to such claims.

13. EXPORT CONTROL AND RESTRICTIONS

    1. Products purchased or obtained under these Terms and Conditions may be subject to government import and export control laws and regulations, including those of Malaysia. You shall be responsible for and comply with all such laws and regulations.

14. DATA PROTECTION

    1. Please see our Privacy Policy, which forms part of these Terms and Conditions. By using our Website, you consent to the processing of your personal information as described in our Privacy Policy as may be amended from time to time.

15. FORCE MAJEURE

    1. We shall not be liable to you for any breach, hindrance or delay in the performance of an obligation set out herein, attributable to any cause beyond our reasonable control, including without limitation any natural disaster and unavoidable incident, actions of third parties (including without limitation hackers, suppliers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, weather conditions, earthquake, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including electrical, telecoms or Internet failure), shortage of or inability to obtain supplies, materials, equipment or transportation (“Event of Force Majeure“), regardless of whether the circumstances in question could have been foreseen.
    2. Either you or we may terminate the Contract forthwith by written notice to the other in the event that the Event of Force Majeure lasts for a period of two (2) days or more, in which event neither you nor we shall be liable to the other by reason of such termination (other than for the refund of a Product already paid for by you and not delivered).
    3. If we have contracted to provide identical or similar Products to more than one Customer and are prevented from fully meeting our obligations to you by reason of an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent.

16. NOTICES

    1. Any notice, pursuant to these Terms and Conditions shall be in writing and may be served by personal delivery or by email addressed to the relevant party at the address or email address of the relevant party last known to the other.
    2. Any notice given by post shall be deemed to have been served two (2) days after the same has been posted if the recipient address is in the country. Any notice given by email shall be deemed to have been served when the email has been proved to be received by the recipient’s server. In proving such service it shall be sufficient to prove that the letter or email was properly addressed and, as the case may be, posted as a prepaid or recorded delivery letter or dispatched or a delivery report received.

17. TRADEMARKS
    Except where expressly stated to the contrary, all persons (including their names and images), third party trademarks and images of third-party products, services and / or locations featured on this Site are in no way associated, linked or affiliated with us and you should not rely on the existence of such a connection or affiliation. Any trademarks/ names featured on this Site are owned by the respective trademark owners. Where a trademark or brand name is referred to, it is used solely to describe or identify the products and services and is in no way an assertion that such products or services are endorsed by or connected to us.

18. GENERAL

    1. We shall keep a record of your Order and these Terms and Conditions until seven (7) years after we have accepted your Order. However, for your future reference, we advise you to print and keep a copy of these Terms and Conditions, your Order, and the Confirmation of Order.
    2. These Terms and Conditions shall prevail over any separate terms put forward by you. Any conditions that you submit, propose or stipulate in whatever form and at whatever time, whether in writing, by email or orally, are expressly waived and excluded.
    3. No failure or delay by us or you in exercising any right under these Terms and Conditions shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish our or your rights under these Terms and Conditions.
    4. No failure or delay by us or you in exercising any right under these Terms and Conditions shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish our or your rights under these Terms and Conditions.
    5. If any clause in these Terms and Conditions shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clause or part of any clause, all of which shall remain in full force and effect, so long as these Terms and Conditions shall be capable of continuing in effect without the unenforceable term.
    6. You shall not assign, transfer, novate, charge, sub-contract, create any trust over or deal in any other manner with these Terms and Conditions or all or any of your rights or obligations under these Terms and Conditions.
    7. Nothing in these Terms and Conditions shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between you and us.
    8. No person who is not a party to these Terms and Conditions shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to these Terms and Conditions or the Contract its assent to any such term.
    9. These Terms and Conditions and the Contract (and all non-contractual obligations arising out of or connected to them) shall be governed and construed in accordance with Malaysia Law. Both we and you hereby submit to the non-exclusive jurisdiction of the Malaysia Courts. All dealings, correspondence and contacts between us shall be made or conducted in the English language.

19. AMENDMENT TO THE GENERAL BUSINESS TERMS AND CONDITIONS
    We reserve the right to amend these Terms and Conditions at any time without prior notice. All amendments to these Terms and Conditions will be posted on-line. However, continued use of the Site will be deemed to constitute acceptance of the new Terms and Conditions by the Customer.