TERMS OF APPOINTMENT
This Dealership Form (“Agreement”) is entered into between OMNIMATICS SDN BHD (Company No.1146451-U) (“Omnimatics”) and the person described in Section 1 of this Agreement (“Dealer”). Omnimatics agrees to appoint the Dealer on a non-exclusive basis to sell, market and promote the products described in Section 2 of this Agreement for Omnimatics in the territory described in Section 2 and the Dealer agrees to accept this appointment upon the terms and conditions as set out herein.
1. EFFECTIVE DATE
This Agreement shall commence on the Effective Date described in Section 3 of this Agreement and shall continue until terminated in accordance
with the provision of this Agreement.
2.1 The Dealer shall:
- do all that is necessary to lawfully and ethically sell, market and promote the Products within the Territory;
3. DEALER’S DUTIES & OBLIGATIONS
3.1 The Dealer hereby agree, covenant and undertake as follows:
- comply with all directives instruction and policies that may be issued by Omnimatics from time to time;
- not to use Omnimatic’s logo or intellectual property without first obtaining Omnimatic’s written permission;
- not do or allow to be done anything to disparage or cause any form of harm or embarrassment to Omnimatics or any of its personnel and officers; and
- not to do or allow to be done anything that may cause the interest and reputation of Omnimatics to be jeopardised, harmed, destroyed or injured.
4. ACCEPTANCE & AUTHORISATION
4.1 In consideration of the Dealer’s performance of the Services and provided Omnimatics has received its fees for the Products from the relevant Customer, the Dealer shall be entitled to retain the amount described in Section 2 of this Agreement as the dealer’s fees (“Dealer’s Fees”) in the manner as set out therein.
4.2 Appropriate dealer fees will be paid: (i) when the Dealer registers the relevant successful sale of the product(s) in Omnimatic’s Shopify System using the Dealer Code supplied by Omnimatics and (ii) upon Omnimatic’s receipt of the full payment for the product(s). The Dealer is not allowed to submit a claim for dealer fees until and unless Omnimatics receives full payment for the product(s).
5.1 The Dealer shall fully indemnify and keep Omnimatics indemnified always from and against any losses which Omnimatics may incur as a result the Dealer’s non-compliance or default of this Agreement
6.1 The Dealer agrees to keep all information in connection with this Agreement confidential and shall not disclose the same to any third party save with the written permission of Omnimatics.
7. TERMINATION & CONSEQUENCES OF TERMINATION
7.1 Omnimatics or the Dealer may terminate this Agreement at any time by giving not less than 30 days’ advance written notice in writing.
7.2 Notwithstanding the above, Omnimatics may terminate this Agreement with immediate effect if the Dealer defaults on any of its obligations under this Agreement and fails to remedy such default to the satisfaction of Omnimatics after being notified of the same by Omnimatics.
7.3 All rights and interest that have accrued prior to the termination or expiry of this Agreement shall not be affected.
8. FORCE MAJEURE
8.1 Omnimatics shall not be liable to the Dealer for any loss if such loss is caused by any event of beyond the reasonable control of Omnimatics.
9. PERSONAL DATA
9.1 The Dealer agrees for the Dealer’s personal data to be processed and managed by Omnimatics in the manner as set out in Omnimatic’s Privacy Notice at www.omnimatics.io.
10. GENERAL PROVISIONS
10.1 This Agreement shall be governed by the laws of Malaysia and in the event of any dispute arising hereunder, such dispute shall be resolved by any court of competent jurisdiction in Malaysia.
10.2 This Agreement shall constitute the entire agreement between the Parties hereto with respect to the subject matter herein and shall supersede and cancel all previous written and oral agreements and communications relating to the subject matter herein.
10.3 No waiver of any of the terms herein shall be binding unless made it is writing and signed by the Parties.
10.4 The Dealer shall not assign, novate, delegate or otherwise transfer any or all of its rights, duties, benefits or obligations under this Agreement to any third party without the prior written consent of Omnimatics.
10.5 This Agreement shall be binding upon Omnimatics and the dealer and their respective successors-in-title and permitted assigns.
10.6 Omnimatics may amend this Agreement at any time by way of written notice to the Dealer.
10.7 Omnimatics takes a zero tolerance approach to the violation of any applicable anti-corruption and anti-bribery laws and regulations by the Dealer or its employees, representatives, agents, officers, directors, contractors, sub-contractors and/or affiliates. Any violation hereof shall constitute material breach on the part of the Dealer and will entitle Omnimatics to forthwith terminate this Agreement and report such matter to the relevant authorities. For the purpose herein, “affiliate” means, with respect to the Dealer, any entity that directly or indirectly (i) controls the Dealer, (ii) is controlled by the Dealer, or (iii) is under common control with the Dealer.