Acceptance of terms
The terms and conditions set forth below (“Terms of Use”) and the Privacy Policy (as defined below) constitute the Terms of Use between Freshcart Grocer Sdn Bhd (“Supplycart”), a company incorporated in Malaysia and you. These Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in the classified advertisements, forums, various email functions and website links, and all content and Supplycart services (“Supplycart Product and Services”) available through the domain and sub-domains of Supplycart located at www.adam-procure.com (“Website”).
The Terms of Use described below incorporate the Privacy Policy and apply to all users of the Supplycart Product and Services, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials or services made available on the Website. Supplycart may amend these Terms and Conditions without prior notice at any time. Your continued use of our services following such changes constitutes your agreement to be bound by the new Terms and Conditions. By using the Website for Supplycart Product and Services, you acknowledge that you have read, understood and agree (1) to be bound by the Terms of Use; (2) you are not a minor and have the authority to enter into these Terms of Use; (3) you authorize the transfer of payment for Supplycart Product and Services; (4) that the Terms of Use shall be construed in accordance with the Laws of Malaysia and the parties hereto hereby agree to submit to the jurisdiction of the Malaysian Courts.
If you do not agree to all or part of the Terms of Use, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website for Supplycart Product and Services. Kindly discontinue viewing the Website or participating in the request for or use of Supplycart Product and Services.
1. Modifications to Terms of Use and / or Privacy Policy
All references to “you” or “your” or “User” or “Buyer” as applicable, mean the person that accesses, uses the Website, and/or requests for the Supplycart Product and Services. If you open an account on the Website (“Account”) on behalf of a business or a company or partnership or limited lability partnership or organization or association (“Legal Entity”), you represent and warrant that you have the authority to bind the Legal Entity and your acceptance of the Terms of Use will be deemed an acceptance by the Legal Entity and “you” or “your” or “User” herein shall refer to that Legal Entity.
2. Privacy Policy
Supplycart has established a Privacy Policy that explains to User(s) how their personal data is collected and used. The Privacy Policy is referenced above and hereby incorporated into the Terms of Use set forth herein. Your use of the Website and Supplycart Product and Services is governed by the Privacy Policy located below this section.
3. Membership and Accessibility
Notwithstanding any other rights or remedies available to it, Supplycart shall have the right, to terminate any Account(where applicable) or block a User from the use of Website in the event of any breach by such User of any of the terms and conditions of this Terms of Use. Without prejudice to any rights granted herein, Supplycart reserves the right to amend, edit or abbreviate or remove any content at our discretion.
4. Intellectual Property Rights
By continuing to use the Website, you acknowledge that all trademarks, brand names, logos, product names, copyrights and other intellectual property rights of products and services offered on the Website (“Content”) are the trademarks, brand names, product names, copyrights and other intellectual property rights of Supplycart or the respective trademark owners (as the case may be) and such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication or otherwise, any license or right to use, publish or reproduce any trademark, logo or service mark displayed on the Website without Supplycart or the respective trademark owner’s prior written permission.
5. Use of Website
Whilst every effort is made to ensure that the Website is up to date and to ensure that the information on the Website, catalogues, and other publications are correct at the time of publication, they do not form part of any contract for the sale of goods. For technical reasons, colour illustrations should be viewed as a guide only. Supplycart makes no representation or warranties about the accuracy, completeness or suitability for any purpose of the information, content and related graphics published on this Website.
Supplycart makes every endeavor to keep the Website free from viruses, however, Supplycart does not make any guarantee or representations that the Website is secure or free from viruses. You shall take the necessary steps to ensure appropriate security measures are installed on your device or computer and utilize a virus scanner before downloading any information, software or documentation form the Website.
You must not misuse our Website by knowingly introducing viruses, trojans, worms, malware or other material which is malicious or technologically harmful. You must not use the Website for any unlawful, illegal, abusive, harassing, misleading, inaccurate, or in breach of any applicable laws.
Supplycart may contain links to external websites. When you activate such links, you will leave the Website and Supplycart has no control over the contents of those websites or resources and will accept no responsibility or liability in respect of the material on those external links or websites.
To the fullest extent allowable by law, you agree that Supply and our employees will not be liable any direct, indirect, special, exemplary, consequential damages, or any damages whatsoever including but not limited to loss of use, data, revenue or profits, arising out or in connection with your use of the Website or Supplycart Products and Services.
6. Limitation of Liablity and Indemnity
Supplycart shall not be liable for, and you agree to indemnify Supplycart against all claims, losses, liabilities, proceedings, demands, costs and expenses (including legal fees) which may result or which Supplycart may sustain in connection with a breach of the Terms of Use by you.
Supplycart has no control over the operation, inspection, maintenance, or use of the products after the sale and delivery of such Supplycart Products and Services to you, including in the case of food products, Supplycart makes no representations as to the suitability of those products in respect of allergies (e.g., nuts allergies). You shall indemnify and hold Supplycart harmless against any and all liability and claims from third parties arising from improper use, wrongful use, negligence or omission by third parties using Supplycart Products and Services which you have supplied and provided to such third parties.
Without prejudice to the foregoing, in the event of a court or tribunal holds or finds Supplycart liable to you for any breach or default of the Terms of Use, you agree that the amount of costs, expenses and damages payable by Supplycart to you or such third parties shall not at any time exceed the sum of your payment amount for Supplycart Products and Services at such time of that order, notwithstanding any order, decree or judgment to the contrary.
7. Pricing and payment terms
Quotations are valid as stipulated in the quotation unless terminated earlier by Supplycart. The prices of Supplycart Products and Services quoted are suggested list prices at the time of publication and appear solely as reference. The prices quoted are subject to change in the event of any imposition of or increase in tax, levies or duties whatsoever on the goods, its components or raw materials. If Goods and Services Tax (“GST”) or other taxes are payable on goods supplied or on any amount payable the User shall pay such tax at the appropriate rate.
All invoices fees are due within 30 working days of Supplycart’s invoice date not-withstanding that the property in the goods has not been passed to the Buyer. All payments received from the Buyer will be applied towards settlement of the oldest debts comprising of the earliest invoices and other charges.
If the User fails to make payment on the due date, Supplycart reserves the right to appoint a debt collection agent for the purpose of payment collection and Supplycart shall be entitled to be indemnified by the User for these debt collection costs incurred charge the Buyer for all costs incurred.
Title in the goods will not pass to the Buyer until the Buyer has paid the purchase price in full accordance with the sales invoices. Supplycart will be entitled to recover the goods in respect of which property has not passed to the Buyer at any time. The Buyer authorizes officers, employee, and agents of Supplycart to enter upon any premises of the Buyer for the purpose of recovering any goods in respect of the property that has not been passed to the Buyer.
All amounts stated in the invoices and statement of accounts of Supplycart shall be conclusive of the amounts due and owing by Buyer to Supplycart and shall be binding against Buyer in any legal proceedings. Supplycart reserves the right to grant, refuse, withdraw, restrict, alter, suspend, or cancel credit terms at its sole discretion. Supplycart reserves the right without limitation to refuse or cancel orders for goods where the Buyer is or is liable to become in breach of its agreed credit terms.
All typographical, clerical, or other error in omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by Supplycart shall be subject to correction without any liability on the part of Supplycart.
8. Orders, Returns, and Credits
All orders for products on the Website until accepted or rejected at its discretion by Supplycart shall be deemed to be an offer by the Buyer to purchase goods pursuant to these Terms of Use and all goods offered are subject to availability. Supplycart reserves the right to impose a minimum order quantity on any order for goods prior to the order being accepted by Supplycart.
Should you find defects in the goods within 7 days of receipt, you may by providing a substantiated reason for such rejection including without limitation to the said products not being of merchantable quality, are defective, damaged and/or not fit for purpose. This excludes fruits.
Supplycart will replace products found to be defective upon delivery without charge. Goods incorrectly supplied or invoiced as a result of error on part of Supplycart will be collected or credited without charge. Non-returnable goods sold by Supplycart will only be accepted as a return where the goods are found to be defective at the date of delivery or at Supplycart’s sole and absolute discretion.
Returns must be intact in their original packaging and must be accompanied by a return note issued by our Customer Experience Operator. Food and special orders are non-returnable and non-refundable. These orders are final and cannot be returned.
Supplycart may refund to you the amount paid by you for the products in question, whether by way of a refund or purchase credits to be used for future purchases or exchange the product for the nearest substitute at Supplycart’s discretion.
Supplycart shall not have further liability to compensate and/or pay to you any indirect, consequential or incidental loss, damage or expense arising from such damaged, spoilt or defective products other than to refund to you the amount paid by you for those products in question.
9. Delivery of Products
The Buyer’s order will be delivered to the address specified on the completed order form. Supplycart will deliver the Buyer’s order to the main entrance of the delivery address provided on the completed order form and may only carry your order into the delivery address or enclosed area / compound at the delivery address provided that you give Supplycart personnel your consent, there is no obstruction of access and/or the said Supplycart personnel believes it to be safe and reasonable to do so. Please note that Supplycart’s delivery service is available in selected areas only.
Upon acceptance of the products, the Buyer agrees that all risk in the products shall pass to the Buyer upon completion of delivery notwithstanding that title in the products and goods has not passed to the Buyer until such time payment of Supplycart’s invoice is made in full.
Time of delivery as provided by Supplycart is an estimate only and Supplycart is not liable to make good any damage or loss arising out of any such delay. Delivery shall be deemed to have been made if Supplycart delivers the goods to the location specified and Delivery Order is endorsed by any representative present thereof. Supplycart is not liable for any loss or damage to Buyer by reason of unauthorised collection of the goods at the addressed provided by the Buyer.
Delivery Order will be sent to the Buyer’s address specified on the completed order form. All goods must be examined carefully at time of delivery and report within 7 days if there is any wrong, missing, or damaged item(s). All original packaging & labelling must be retained upon replacement of items.
Supplycart shall be entitled to cancel or suspend delivery of the goods in the event of any delay or non-performance due directly or indirectly to a force majeure event. For the purposes of this Terms of Use a “force majeure event” means wars, strikes, lock-outs, delays or defaults of manufacturers or suppliers, act of God, or any other cause (whether similar or dis-similar) beyond the reasonable control of Supplycart. You shall have no claims whatsoever against Supplycart from of any such cancellation or suspension arising from a force majeure event.
10. Cancellation of Credit Terms
Notwithstanding anything herein contained, Supplycart reserves the right to limit / cancel the credit terms of the Buyer as to time and/or amount without giving any reasons thereof and to forthwith demand full settlement of all sums that may be owing by Buyer not withstanding that the credit period or term initialy extended has not expired.
Supplycart reserves the right to cancel delivery of the goods or such instalments thereof without prejudice to its rights to recover all sums owing to it in respect of deliveries already made.