Company Profile - updated November 2015
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Transcript of Company Profile - updated November 2015
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Company Profile
of
Diana Inspection & Quality Services (Private Limited)
Main company contact:
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, Petaling Jaya, Malaysia
Headquarter: (+60) 3 7496 5906 Main e-Mail : [email protected] Website: www.DIQS-CO.com
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Company Introductory
Legal Status Limited
Date of Establishment 22nd October 2012
Head Office No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, Petaling Jaya, Malaysia
Phone Number HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340
Fax (+60) 3 74965906
E-mail [email protected]
Web site www.DIQS-CO.com
Countries of activities World Wide
Company Registration Number 1021817-X
Banking Details Account Number: 14400010226055 Bank Name: CIMB Bank Berhad Branch: Universiti of Malaya (UM) Account Type: Current Account SWIFT Code: CTBBMYKL
Directors (Founders) M. J. Asl / A. Ahmadi
H/P: (+60) 126054340 Email: [email protected]
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Introduction
DIQS has established in 2012 in Malaysia with world-wide network of qualified experts to ensure prompt availability for performing the tasks assigned to.
DIQS is an international independent and impartial company providing globally certification, inspection, quality control, monitoring services and technical consultancy for naval, on-shore, off-shore and industrial plants and products, in addition to our re-sourcing department activities to supply quality approved goods to our direct clients. We have wide spread our wings in Malaysia, Singapore, Indonesia, South Korea, India, Turkey, China, Japan, Iraq, Pakistan, United Arab Emirates, Qatar, Oman, Saudi Arabia, United States of America, Canada in addition to more than 10 countries in Europe. Strategies
Vision DIQS aims to be its client’s best sister in quality and meet their satisfaction by exceeding their requirements in most accurate services and fastest possible time.
Mission
DIQS’s mission is to provide the highest-quality inspections/services in covered regions. We succeed at this because of the integrity of our inspectors and support staff, our commitment to being respectful and considerate of our clients and of each another, and our passion for Continuing Education for learning the newest innovations of our industry.
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Business concept
Since we know the importance of quality of products in addition to our client’s requirements, we do offer our best and reasonable world-wide price rate(s) base on each specific received offer (one-off, short-term and long-term projects)
Services
Quality Control (QC)
Quality Assurance (QA)
3rd Party Inspection (TPI)
Pre-Shipment Inspection (PSI)
Marine Inspection
Construction/Field Inspection
Non-Destructive Testing (NDT)
Consulting
Project Expedition
Project Control
Corrosion Monitoring
WPS/PQR/WQT
Storage/Pressure Tank Inspection
Blasting & Painting Inspection
Under Ground and Sub-Sea Wrapping Inspection
Material/Instrument/Electrical/Mechanical Testing supervision and Inspection
Factory Audit
Advising, Sourcing and supplying products to Oil/Gas industry world-wide in addition to other industries
Holding company official selling and buying agency to/from certain regions and certain products
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
DIQS-Co World-wide: Asia: Malaysia (HQ), Thailand, Taiwan, Singapore, China, Vietnam, S. Korea, Japan, Indonesia, Pakistan, India, Azerbaijan, Uzbekistan, United Arab Emirates, Qatar, Oman, Saudi Arabia, Iraq, Iran Europe: East to West Europe Africa: South Africa, Egypt America: North to South Our Main and Well-Known Clients: PETRONAS (Malaysia) NIOC (Iran) NIDC (Iran) COBALT ENERGY (USA) HALLIBURTON (USA) HALLIBURTON (Malaysia) IOEC (Iran) HYUNDAI (Korea) CHEVRON (USA) SHELL (Malaysia) DEAWOO (Korea) MALAYSIAN RUBBER BOARD (Malaysia) Other inspection companies (SGS, TUV, IEI, 2R-Engineering,
INSPECTEAM, etc.)
Thank you for taking the time t o go through this business profile. If there are any questions or
comments feel free to contact us.
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Sample Cooperate Agreement (It will be change regarding different countries and companies rules/terms)
CONTRACT OF COOPERATION
(Draft Copy Only) 1. Parties to the contract This contract is made between Diana Inspection & Quality Services Sdn. Bhd. represented by Mr. Mansour Jabbareh Asl hereafter called “DIQS-Co” and …………………………….. represented by Mr./Ms. …………………………. Hereafter called “mention your company abbreviation”. 2. Subject of the contract Mutual Cooperation to perform inspection offers in both countries (Malaysia & XXX) and any other location. 3. Rules and regulations 3.1 It is understood that the rules and regulations governing the legal aspect of pre-shipment
activities is set by Institute of Standards and Industrial Research of (country) and Central Bank of the (country) and must follows and fulfill on related offers.
3.2 It is understood that from the perspective of XXX and YYY, both “DIQS-Co” and “YYYY” are regarded as one and the same and both shall be liable and accountable for performance in any panel of inquiry.
3.3 It is understood that all PSI jobs shall be performed by contractors in accordance with guidelines and instructions as stipulated in (country) PSI Manual and all subsequent amendments as set forth by the Contractor.
4. Responsibilities 4.1 “DIQS-Co” responsibilities are:
4.1.1. To furnish the latest versions of (country) PSI manual and the (country) rules and regulations applicable to “Pre-shipment Inspection” and “Verification of Conformity” of the goods imported to (country).
4.1.2. To market the inspection services of “Contractor” to potential clients. 4.1.3. To refer pre-shipment inspection nominations to contractor. 4.1.4. To provide information regarding the client’s requirements, applicable regulations
and scope of work required. 4.1.5. To provide technical assistance to the contractor to the extent possible. 4.1.6. To try and protect the rights of the “Contractor” against any claims that may arise in
full cooperation and assistance of the “Contractor”. 4.1.7. To maintain a Professional Liability insurance coverage.
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
4.2 “Contractor’s” responsibilities are: 4.2.1. To market pre-shipment inspection with suppliers in their geographic areas. 4.2.2. To execute pre-shipment inspection assignments referred by the “DIQS-Co”. 4.2.3. To perform the inspections in a professional manner as defined by the rules and
regulations stipulated in article 3 of this contract. 4.2.4. To maintain constant communication with the “DIQS-Co” regarding the jobs
referred. 4.2.5. To be accountable for all inspections performed whether resulting in issue of
certificate by “Contractor”, DIQS-Co or any other DIQS-Co’s related sub-contractors.
4.2.6. Obtain Professional Liability Insurance independently or as extension of DIQS-Co’s existing policy. All such costs shall be borne by the contractor.
5. Inspection and Certification 5.1. Inspections shall be managed and performed by qualified personnel whose training,
education and experience bears relevance to tasks assigned. 5.2. Inspections shall be conducted in accordance with the following in the order of priority:
5.2.1. Rules and regulations of the Institute of Standards and Industrial Research of (country).
5.2.2. Rules and regulations of the Central Bank of (country) 5.2.3. Product specific rules and regulation, Ministry of Agriculture’s Veterinary
Organization, etc. 5.2.4. Guides, rules and best practices set forth by international standardization
organizations or professional associations such as ISO, FOSFA, GAFTA, IFIA and etc.
5.3. Certification may be performed by both parties on contractor’s letterhead based on the formats suggested by the contractor and amended by the “DIQS-Co” upon necessity.
6. Geographic areas covered under contract It is agreed that DIQS-Co shall render services on behalf of contractor in China, Korea, Japan, Malaysia, Indonesia, Singapore, Taiwan, Thailand, Vietnam, Pakistan and India and XXXXX will render the offers in Turkey. 7. Fees 7.1. The fees shall be calculated based on each particular job order and should be confirmed
before start any inspection activities. 7.2. Due to different geographical locations, there will be different charge rates, and the latest
confirmation on each job offer will be valid. 7.3. Fee payable by the sellers/suppliers shall be collected by the “DIQS-Co” and fees payable by
the buyers shall be collected by contractor. 7.4. Payments between two parties must be in USD or Euro (currencies), ONLY. 7.5. Payments must be transfer at most after a period of 30 days of each monthly invoice. There
is a penalty of increasing 1.5 percent per month (of total amount) for late payments (after 30 days).
7.6. Each party must pay its side’s banking charges. (e.g. bank commission, transferring fees, exchange to country currency, etc.)
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
8. Performance Bond Guarantee 8.1. If as a result of DIQS-Co’s action the Contractor is ruled to pay damages by ISIRI, whether or
not the PBG with the Central Bank of (country) is called upon the DIQS-Co agrees to immediately reimburse Contractor for the exact sum equal to which has been ruled against verified of ISIRI ruling.
8.3. If as the results of DIQS-Co’s actions, Contractor is ruled to suspend its operations for a period of time, the DIQS-Co agrees to compensate Contractor for the losses borne. The amount of loss will be calculated based on the “DIQS-Co” earning during the last fiscal year in similar period of time.
9. Settlement of disputes Both parties agree to try to settle any disputes through amicable negotiations. In the event that such negotiations are not concluded within 90 days the following procedures shall be implemented: 9.1. The matter will be referred to arbitration in accordance with the rules of Commercial
Conciliation and Arbitration of the International Chamber of Commerce, located at Kuala Lumpur, Malaysia.
9.2. The place of arbitration shall be in Kuala Lumpur, Malaysia. 9.3. The “Terms of Reference” for arbitration are:
9.3.1 Regulations of The Institute of Standards and Industrial Research of (country) and Central Bank of (country) regarding the responsibilities of the independent inspection companies.
9.3.2 Letter of Credit and any subsequent amendments made thereto as presented to the inspection company by the importers.
9.3.3 The Performa Invoice (PI) as delivered to the inspection company by the importer. 9.3.4 Any technical documents or instructions delivered to Inspection Company by the
importer and approved by the seller. 9.3.5 The field inspector’s reports at the origin evidencing quality / quantity / packing
inspection and supervision of loading of the goods and any discrepancies witnessed against specifications stated in the documents as specified in articles 9.3.2, 9.3.3, 9.3.4 and actions taken to rectify the discrepancy at origin.
9.3.6 Photographs of the goods inspected / loaded at the origin if applicable and unless local regulations prohibited of Origin.
9.3.7 Certificates of Analysis for quality determination of goods at origin when applicable.
9.3.8 Field inspector’s report at destination and evidencing quality / quantity / packing inspection and any discrepancies witnessed against specifications stated in the documents as specified in articles 9.3.2, 9.3.3, 9.3.4.
9.3.9 Photographs of the goods inspected at destination. 9.3.10 Certificates of Analysis for quality determination of goods at destination when
applicable. 9.3.11 Certificate of Origin 9.3.12 Letters of indemnity (if applicable) 9.3.13 Commercial Invoice 9.3.14 Transport documents such as Packing List, B/L, TBL, FBL, AWB, Railway Bill,
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
etc. 9.3.15 Destination Country Customs documents such as Warehouse receipts, Custom
Clearance certificates and Custom’s Non-conformity documents where applicable.
9.3.16 ICC UCP 600 and Incoterms 2010 and any subsequent versions as approved and agreed between parties and stipulated in their sales documents.
9.4. Both parties agree to appoint and introduce one judge on their respective behalf, the two judges select a head judge for arbitration.
9.5. Both sides agree to introduce their judges within 30 days from the date receiving notice of arbitration. Should either party fail to introduce their judge within the 30 days, the other party’s appointed judge will be automatically appointed as the head judge.
9.6. Both sides agree to regard the final arbitration ruling as final, binding and the basis for settlement.
10. Duration of the contract This contract shall be valid for one year effective date signed and shall be renewed automatically unless terminated by either party as per article 11 of this contract. 11. Termination of the contract In the event that either party decides to terminate this contract a 2 month advance Notice of termination must be presented in writing to the other party. In such event both parties agree to continue accepting inspection appointments for the next two months, after which all pending inspections are to be completed according to the mutually agreed upon procedures. Both parties shall remain bound to the terms of this contract until all pending orders have been completed and settled to the mutual satisfaction of both parties. This contract is prepared in two copies consisting of 11 articles, each party keeps one copy and all have same validity for implementation.
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
SAMPLE OF PURCHASING AGENCY AGREEMENT
This agreement (“Agreement“) is made this … day of …., 20.., by and between , with its principal
place of business at referred to XXXXXXX Company in #### hereinafter as “Buyer,” and Diana
Inspection & Quality Services, with its principal office at Kuala Lumpur-Malaysia, hereinafter
referred to as “Agent.”
WHEREAS, Buyer intends to use the services of Agent as its purchasing representative when
Buyer makes purchases of the merchandise listed in the attached Exhibit A;
WHEREAS, Buyer and Agent wish to formalize the method by which they will transact business
so as to ensure that both Buyer and Agent will act in this manner in the future;
NOW, THEREFORE, it is agreed that, to the extent services are requested and thereafter
rendered to Buyer by Agent, such services shall be rendered strictly in accordance with the terms
of this Agreement.
1. Appointment and Authorization of Buying Agency
Buyer hereby appoints Agent as its exclusive buying agent of the merchandise listed in Exhibit A,
(the “Merchandise”) as may be mutually agreed upon by Buyer and Agent in Malaysia and/or
other countries mentioned later on as may be agreed upon from time to time (the “Territory”),
effective from the date written above, to continue until the expiration of sixty days (60) from the
date of mailing by either party to the other at any time, by registered mail or certified mail, of
notice of cancellation of this Agreement.
Agent hereby accepts this appointment and agrees to act as same according to the terms and
conditions as set forth in this Agreement. Agent agrees that it shall be entitled to no
compensation after the termination of this Agreement, except for Commissions (as defined below)
on any orders placed by Buyer through Agent prior to termination and shipped after termination.
Services by Agent
Agent hereby accepts the appointment described herein and agrees to perform any or all of the
following services to the extent necessary to meet Buyer’s needs, including:
Advise Buyer of styling, marketing, supply and manufacturing aspects of Buyer’s proposed
purchase of merchandise to be imported into any country designated by Buyer.
From time to time attend fairs and research the market on behalf of Buyer to call to the attention
of Buyer all new and interesting merchandise as it becomes available.
Solicit offers to sell such merchandise to Buyer, procure samples of the merchandise to be
delivered in a manner specified by Buyer, and develop estimates and establish prices for the
export supplier’s selling price (e.g. F.O.B. port of exportation) to Buyer in U.S. dollars and/or
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Euros.
Assist Buyer when its representatives visit the various manufacturers and/or suppliers to
negotiate contracts or review production.
Act as translator for Buyer’s representatives at meetings with sellers and at other times and
places where such service is necessary.
Translate information furnished by Buyer and transmit such information to manufacturers so that
merchandise can be produced in accordance with Buyer’s specifications.
Exercise no control of the price of merchandise procured for Buyer except to seek the lowest
possible price for the benefit of Buyer and assist Buyer in the negotiation of purchase contracts at
competitive prices and on competitive terms. Any such contracts shall remain subject to Buyer’s
final approval.
In strict conformity with instructions and terms issued by Buyer, forward to manufacturers, on
behalf of Buyer, Buyer’s orders with and/or purchase for merchandise from export suppliers.
Agent shall ensure that the invoices prepared in connection with such orders and/or purchases
conform to Buyer’s established invoicing procedures and other Buyer Compliance Program(s). In
instances where the commercial invoice for merchandise procured by Agent for Buyer is on
Agent’s letterhead, the actual invoice from the manufacturer-seller must be provided to Buyer at
time of shipment.
Inform in writing all sellers that Buyer is the actual entity for whom the merchandise is to be
purchased. In no case will Agent act as seller on any purchase made by Buyer, but will act only
as the Buying Agent of Buyer. At all times Agent will act only upon the written instructions from
Buyer and in the best interests of Buyer.
Provide to Buyer the location, phone number and fax number of each factory where merchandise
is to be produced together with a factory description, including an inventory of equipment located
therein.
For each purchase order, the Agent shall confirm that the factory has the capacity and capability
to produce the merchandise ordered by Buyer and that the factory conforms to Buyer’s Code of
Conduct and cargo security requirements. Agent shall also confirm receipt of a completed
Factory Profile which has been evaluated and approved.
At Buyer’s Request, arrange for the shipment of merchandise from the delivery point specified in
Buyer’s purchase contract to each designated port of entry in the designated destination country.
Where merchandise is sold under terms other than “F.O.B. port or exportation,” ensure that
Buyer’s nominated forwarder provides documentation evidencing all freight and insurance
charges, as well as all other charges paid on account of Buyer.
In accordance with the Instructions from buyer, use its best efforts to seek the best settlement for
Buyer of claims against manufacturers.
Ensure that manufacturers arrange for shipment of merchandise, and in that regard use its best
efforts to ensure that manufacturers make truthful and accurate preparation of all necessary
export documentation, including, but not limited to, certificates, forms, statements and any other
information necessary for exportation, in accordance with the terms of the relevant purchase
orders and in accordance with the Buyer’s security procedures. Agent’s failure to conduct such
inspections and verify compliance with Buyer’s cargo security requirements will constitute a
material breach of this agreement and negligence by the Agent.
Upon request and subject to specific instructions of Buyer, arrange for and supervise the
consolidation of shipments in order to reduce shipping costs.
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Ensure that the genuine and true origin of all merchandise subject to this agreement is reflected
on the country or origin declaration(s), including any textile visas required to accompany the
shipment. As part of this function, Agent shall verify purchase and receipt of raw materials and,
on regular basis, conduct random periodic inspections of work in process. Agent shall inspect
finished products on a random basis, on a statistically valid basis, prior to packing, to ascertain
that the merchandise meets the specifications, quality and packaging as required in Buyer’s
purchase order or other duly executed written instructions, verify country of origin, ensure proper
labelling of the merchandise, confirm that no child, prison, or forced labour was used in the
manipulation of the merchandise, and follow-up to make sure that the merchandise is produced
and shipped according to schedule. In the event that the entry of merchandise is denied on the
grounds of an incorrect origin declaration, Buyer shall be entitled, at is discretion, to withhold any
commission due Agent for such shipment.
Should Buyer fail to accept deliver of any merchandise for whatever reason, Agent shall use
reasonable endeavours to prevent the relevant manufacturer from disposing of the rejected
merchandise without removing labels, brand names or markings (logos) attached to such
merchandise which relates to Buyer.
The Agent shall perform the services rendered under this Agreement in compliance with the laws
of destination country and any other country having jurisdiction, and in compliance with the rules
and regulations of the Customs Services in such jurisdictions.
3. Letter of Credit Requirements
Certain orders or group of orders placed by Buyer may be accompanied by an Irrevocable Letter
of Credit issued in the name of Seller in an amount sufficient to cover the purchase price of the
merchandise as defined in this Agreement. The terms and conditions of each Irrevocable Letter
of Credit will be determined by Buyer, and any actions undertaken or representation made by
Agent with respect to the Letter of Credit is subject to the written approval of Buyer.
4. Invoicing Requirements
Agent shall ensure that any invoices in connection with orders and purchases handled by Agent
shall contain accurate and complete descriptions of the merchandise, the names of the
appropriate suppliers, the country of origin and meet all other requirements set forth by Buyer. In
addition, Agent shall ensure that the designated supplier provides an invoice evidencing that the
merchandise was produced for the account of, or was sold to, Buyer. Agent shall ensure that it
provides to Buyer the original certified seller’s invoice to accompany every shipment into the
Designated Country.
5. Non Trans-shipment of Merchandise
Agent agrees to familiarize itself with the Customs laws and regulations in Buyer’s importing
jurisdictions relating to country of origin and trans-shipment of goods; and Agent warrants that it
will diligently use its best efforts to verify the origin of all merchandise purchased with the
assistance of Agent hereunder, and shall use its best efforts to ensure that all manufacturers’
statements (whether on invoices, single or multiple country declarations or otherwise) as to the
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
country of origin of merchandise purchased by Buyer with the assistance of Agent hereunder are
accurate and in compliance with the Customs laws of the importing jurisdiction. Agent warrants
that no shipment has been illegally trans-shipped from any country.
6. Communication with Customs Authority
Agent agrees to notify Buyer immediately of any direct communication it, or Buyer’s Suppliers,
receives from any Customs service or authority in conjunction with the procuring of Buyer’s
merchandise, and to respond to such communication in substance and in form only as instructed
by Buyer.
7. Buyers Right to Reject Merchandise
Buyer reserves the sole and exclusive power and right to accept or reject purchases proposed by
Agent. Agent is not authorized to, and shall not, enter bids which may bind Buyer; nor shall
Agent otherwise hold itself out as having power to bind Buyer, except as Buyer may specifically
authorize in writing. All purchases shall be subject to acceptance or rejection by Buyer.
8. Provision of Assists to Manufacturer by Agent
Agent certifies that it will not furnish to the manufacturers any dies, molds, patterns, artwork,
printing plates, engineering work, labour, financial assistance (except as provided below) or
otherwise assist in production of the goods without the advance approval of Buyer. The cost of
such items must be fully and properly disclosed on the invoice covering the purchased
merchandise.
9. Definition of “Purchase Price”
As used in this Agreement, the term “Purchase Price” shall mean the export supplier’s F.O.B.
foreign port of exportation selling price unless a different pricing method is agreed to in writing by
Buyer and the export supplier.
10. Compensation to Agent
In consideration of the services provided hereunder to Buyer by Agent, as Purchasing
Representative, Buyer agrees:
to pay Agent a commission equal to four percent (4%) of the FOB price of any Ordered
Merchandise received by the Buyer. The amount of the Commission is subject to change by
written mutual agreement. Such commission shall be billed to Buyer by Agent on a separate
invoice and shall be payable by Buyer to Agent fifteen (15) days after invoice issuing date and
upon submission the purchase order.
To have the full responsibility for disclosing the terms of this Agreement and the payment of
Commissions hereunder to the appropriate importing jurisdiction.
To reimburse Agent for the cost incurred by Agent for producing samples forwarded to Buyer at
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Buyer’s request provided that any shipment of samples to Buyer is accompanied by an invoice
reflecting all such costs. In instances where the buyer provides Agent with any assists (including,
but not limited to raw materials, trims or other components) required to procure these samples,
the cost of any assist must be reflected in the declared value for Customs.
Buyer shall be responsible for all requested courier and trip expenses as per provided invoice
which will include the exact paid amount for round trip tickets and accommodation.
The payment referred to in this section shall represent the entire compensation for Agent for
services rendered on behalf of Buyer. Agent shall not be entitled to any further compensation or
reimbursement.
Agent shall be responsible for all expenses incurred in connection with the performance of its
services hereunder, including overhead expenses, office rental expenses, and any other sales,
advertising, promotional or operational expenses.
11. Responsibilities of Agent
Agent shall be responsible for all expenses incurred in connection with the performance of its
services hereunder, including, by way of example, overhead expenses, rental expenses, and any
other sales, advertising, promotional or operational expenses.
12. Compensation of Agent Limited to Amounts Paid by Buyer
Agent warrants that it has no ownership interest in, or any control of, or any financial interest in
any manufacturer making the merchandise to be purchased by Buyer with the assistance of
Agent hereunder, shall not permit such relationship to be established during the term of this
Agreement, shall not share Commissions with any such manufacturer, and shall not (except as
provided in this Agreement) receive or accept any remuneration from any such manufacturer.
Agent shall not share the compensation provided for herein with any manufacturer under any
circumstances. In the event that Agent is offered compensation from a vendor and fails to notify
Buyer, such failure to notify shall constitute a breach of this agreement and will be grounds for
termination.
Agent further warrants that it shall not maintain inventory of the merchandise in its capacity as
Agent and shall not buy for its own account.
Notwithstanding the foregoing, Agent may recommend to Buyer one or more export suppliers
which, in certain instances, may be affiliated with Agent subject strictly to the requirement that
Agent shall have disclosed to Buyer in advance in writing the existence and nature of any such
affiliation. Further, notwithstanding the foregoing,
Agent may, upon receipt of Buyer’s prior written consent, be compensated by a supplier for
administrative services performed by Agent on behalf of supplier, provided the full details of the
arrangement are disclosed and agreed to by Buyer.
13. Confidential Information
Each party, its affiliates and employees and its attorneys shall hold in confidence and not use or
disclose, except as permitted by this Agreement, (i) confidential information of the other party or
(ii) the terms of this Agreement, except upon consent of the other party pursuant to, or as may be
required by law, or in connection with regulations or administrative proceedings and only then
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
with reasonable advance notice of such disclosure to the other party. Notwithstanding the
foregoing, Agent may make disclosure of confidential information at the direction of Buyer as
may be necessary in performing its obligations hereunder in good faith and with due diligence
provided that reasonable precautions are taken to protect the confidentiality of the information.
14. Warranty of Capacity to Enter into Agreement
Each party warrants to the other that it has full right, legal capacity and authority to enter into and
perform this Agreement and that it will indemnify and hold harmless the other party for any breach
of this warranty.
Agent further warrants represents to Buyer that Agent is serving as a buying agent pursuant to
this Agreement and is not functioning as a principal; Agent further represents that the
commissions are true buying commissions and that Agent shall not take any action inconsistent
with this Agreement the effect of which would be to result in the Commissions being or becoming
part of the dutiable cost of the goods purchased by Buyer with Agent's assistance as herein
provided.
15. Modification of Agreement
This Agreement supersedes all previous agreements between Buyer and Agent. This Agreement
may be amended, modified, superseded or cancelled, and any of the terms, covenants,
representations, warranties, or conditions hereof may be waived, only by a written instrument
executed by Buyer and Agent.
Warranties or conditions required by this agreement may be waived, only by a written instrument
executed by Buyer and Agent or, in the case of waiver, by a written instrument executed by the
party waiving compliance. The failure of any party at any time to require performance of any
provisions hereof shall in no manner affect the right of that party at a later time to enforce such
performance. No waiver by any party of the breach of any term, covenant, representation or
warranty contained in this Agreement as a condition to such party’s obligations hereunder shall
release or affect any liability resulting from such breach, and no waiver of any nature, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a
further or continuing waiver of any such condition or breach or as a waiver of any other condition
or of any other term, covenant, representation or warranty of this Agreement.
16. Buyer’s Right to Indemnification
Agent agrees to indemnify and hold harmless the Buyer, its affiliates, and their respective
officers, directors, employees, and customers from any and all losses or damage, including
attorney’s fees, if any, with respect to any suit, claim, demand or other processing arising from
the failure of Agent to strictly comply with any of the terms of this agreement, including the
Agent’s negligent performance or failure to perform its obligations hereunder.
17. Termination of Agreement
This Agreement shall continue until terminated by either party on written notice to the other party,
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
whereupon:
All rights and obligations of the parties hereto shall cease and terminate except as to rights and
obligations accrued prior to the date of such termination, including rights and obligations under
outstanding import contracts not yet performed.
Agent shall turn over to Buyer all originals and copies of contracts and other information in
Agent’s files relating to arrangements made by Agent with suppliers of merchandise to Buyer (it
being understood that all such contracts and other information shall be treated by Agent as
confidential and shall not be disclosed by Agent to any third party).
18. Choice of Law
This Agreement has been executed in accordance with, and shall be governed by, the laws of
Malaysia and (country).
19. Notice Requirements
Any notices or communications required hereunder shall be in writing and either delivered
personally to Buyer or Agent, or mailed by Registered Mail (mailed notices shall be deemed given
when duly mailed), as follows:
If to Agent, to:
5-18-2, Phase 2, Pantai Hillpark, Jalan Pantai Murni, 59200, Kuala Lumpur, Malaysia
ATTN: [Mr. Mansour Jabbareh Asl]
or e-Mail to: [email protected]
If to Buyer, to:
___________
___________
___________
ATTN: [____________]
and/or to such other address as hereafter shall be furnished pursuant to this section.
20. Entire Agreement
This Agreement is the entire agreement between the parties hereto with respect to the subject
matter hereof. The parties make no representations to each other except as are expressly set
forth herein. All paragraph headings are for reference only and do not constitute legally
enforceable provisions of this agreement.
21. Assignment of Rights and Obligations
Neither party shall have any liability whatsoever to the other or be deemed to be in default of this
No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia
HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]
www.DIQS-CO.com
Agreement as a result of any delay or failure in performing its obligations hereunder to the extent
that any such delay or failure arises from causes beyond the control of that party including, but
not limited to, acts of God, acts or regulations of any governmental or supra-national authority,
war or national emergency, accident, fire, riot, strikes, lock-outs, and industrial disputes.
Nothing in this Agreement shall create a partnership or joint venture between the parties hereto
and, save as expressly provided in this Agreement, neither party shall enter into any engagement
or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or
oblige the other party hereto.
a. Agent shall not assign its rights or delegate its duties under this Agreement unless otherwise
agreed in writing.
b. Notwithstanding Clause 21a, Agent shall have the right, in its sole and absolute discretion, to
appoint any of the Agent’s branches or wholly owned subsidiaries or associated companies to
assist Agent in discharging its duties under this Agreement.
22. Dispute Resolution
Any and all disputes or claims arising hereunder shall be resolved by and in accordance with and
governed by the laws of Malaysia and (country), applicable to contracts made and to be wholly
performed therein without regard to its conflicts of law rules. The parties hereby irrevocably
submit to the exclusive jurisdiction of International Chamber of Commerce (Malaysia or (country)
office) or absent subject matter jurisdiction in that court, suits or proceedings arising in connection
with this Agreement. All such proceedings are to be conducted in the English language in
Malaysia or Farsi in (country).