These Terms and Conditions of Delivery (T&C) govern the business relationship between IFRUITS MARKET and the BUYER in the Terms of Service. By accepting the Terms of Service or making online purchases, you are agreeing to these terms. Please read them carefully.
1.0 DEFINITIONS AND INTERPRETATION
1.0 In the T&C, the following expressions have the following meanings, unless the context otherwise requires:-
means with respect to any entity, any other entity controlling, controlled by or under common control with such entity. For the purpose of this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
means a day on which IFRUITS MARKET is open for business in Malaysia.
means the person who purchases items from IFRUITS MARKET(s) via the Website Platform. The term “Buyers” shall mean all of the Buyer as a collective.
means any information and documentation to be disclosed or made available by a disclosing party to the receiving party whether orally, in writing or otherwise, which includes financial, commercial, operational, staff, management and other information as well as any compilation of information which is not publicly available.
means the amount chargeable by IFRUITS MARKET to the CLIENT in consideration for the Services, which will be calculated based on the rates agreed between the Parties from time to time.
means the confirmation of intention submitted by a Buyer to purchase any Product of IFRUITS MARKET.
means collectively IFRUITS MARKET’s Website Platform, social media, and any other applications which we may own or operate from time to time.
means any service, information and functions made available by IFRUITS MARKET at the Website Platforms, including the Delivery Service, the Discovery Service, and the Escrow Service. The term “Services” shall mean all of the Service as a collective.
“iFruits Market Website platform”
means the relevant application, and/or its Affiliates which is linked to the IFRUITS MARKET’s web application and/or mobile application via API integration, to enable and facilitate the display of the Orders for the packing department of IFRUITS MARKET in performing the delivery services of the Orders.
means the Buyers, collectively. The term “User” shall mean either one of them
1.1 In this T&C, except where the context requires otherwise:-
reference to one gender include all genders;
reference to words indicating the singular also include the plural and vice versa;
the headings are inserted for convenience only and will not affect the interpretation hereof;
references to persons include their successors and any permitted transferees and assigns;
no rule of construction will apply to the detriment of any Party by reason of that Party having control and/or was responsible for the preparation of this Agreement or any part thereof;
references to time of day are to Malaysian time;
the appendices to this T&C form an integral part thereof;
whenever this T&C refers to a number of days, such reference refers to calendar days unless business days are specified; and
in carrying out its obligations and duties under this T&C, the Parties have an implied obligation of good faith.
2.0 OPERATION OF THE SERVICES
IFRUITS MARKET will upon accepting a purchase order from the Buyer, prepare and pack such Order without delay in accordance with the packaging guidelines with a delivery note bearing the details of the Buyer and the pick list of items ordered on the Website Platform.
IFRUITS MARKET will provide the buyer with access to the designated collection point, as it is the nearest outlet available to the buyer.
During the pick-up, the buyer will be responsible to ensure the outlet staff have collects the correct items by checking on the packed plastic bag.
After the pick-up of the Order by the buyer, the IFRUITS MARKET’s website will generate a link to the invoice for you to keep track on the purchase history.
IFRUITS MARKET will ensure the Driver delivers the Order to the Buyer accordingly.
The Driver will hand over the Order only if the Buyer (or any person designated to receive the Order on the Buyer’s behalf) is present.
The Driver may practice contactless delivery by leaving the Order at the Buyer’s designated address without the presence of the Buyer if otherwise instructed by the Buyer.
In the event that the Buyer is not contactable at the Buyer’s address, the Driver may leave the Order at such address, with the other occupants of such address or at the guardhouse/lobby of said residence, provided that the Driver has endeavored to inform the Buyer.
The Driver will record the Buyer’s acknowledgement of the delivery by taking image on the delivered item at the destination location.
The Services are considered to be completed once the Driver has completed the delivery and the Driver Platform has updated the IFRUITS MARKET that the Order has been successfully delivered.
3.0 PACKAGING GUIDELINES
3.1 The following is a non-exhaustive list of packaging guidelines prepared by IFRUITS MARKET, which the packing department must comply with:
The Order must be packed in a manner which is able to withstand reasonable impact of transport handling.
If the Order comes with fragile items, the Order must be labelled with a fragile sticker.
Each Order must have a delivery note bearing the details of the Buyer and the picklist from the Order.
4.0 DELIVERY TIMEFRAME & DELIVERY FEES
4.1 IFRUITS MARKET will endeavour to ensure that the Driver delivers the Order to the Buyer within a reasonable timeframe from the time that the Driver picked up the Order from the location designated by IFRUITS MARKET.
4.2 In normal circumstances without any unexpected incidents, the estimated timeframe is one to two (1 to 2) days from the ordered dates. In the circumstances that the IFRUITS MARKET is facing overwhelming volume of order, the delivery timeframe can be extended to maximum of three (3) days from the ordered dates. The delays of delivery will be informed in prior of the maximum delivery timeframe by the form of email or WhatsApp messages to the Buyer.
4.3 In the event that the delay is caused by the Driver in the delivery of the Order, IFRUITS MARKET will not be responsible for the late delivery of the Order to the Buyer.
4.4 IFRUITS MARKET will endeavour to provide the best Services for the Buyer from the Klang Valley Area only. IFRUITS MARKET is not available for taking orders from other States except for Selangor and Kuala Lumpur states only.
4.5 The delivery fee will be implemented at the flat rate of RM10 or RM12 per trip to the listed postcode until further notice. In such circumstances that the postcode provided by Buyer is not within the list given, the order will not be executed and the refund will be made upon IFRUITS MARKET’s timetable.
5.0 REPRESENTATION AND WARRANTIES
5.1 Each Party has full corporate power and authority to enter into and perform its obligations under the T&C and any other ancillary documents incidental thereto to which it is a party; and the execution, delivery and performance of the T&C have been duly authorised by all necessary corporate action.
5.2 IFRUITS MARKET warrants, represents and guarantees to the buyer that:-
the Packaging Guidelines listed in clause 3 above is fully complied with;
the Order is prepared and packed in accordance with the Buyer’s instructions;
the Order is properly packed to ensure safe delivery with ordinary care in handling and does not require any special handling;
the Order does not contain in whole or in part any substances or goods or items that are harmful to the Driver or any person or other packaged item within the vicinity of the Order; and
the IFRUITS MARKET has taken reasonable precautions to comply with all directives and legislation relating to the protection of personal data including the consent from the Buyer to disclose the Buyer’s personal data to IFRUITS MARKET and the Driver for the fulfillment of the Services.
the IFRUITS MARKET will be solely responsible and liable for any and all customer queries, claims and/or complaints in respect of the contents and quality of the item and any consequential effects thereof.
6.0 EXCLUSION AND LIMITATION OF LIABILITY
6.1 Subject to the clauses herein, the liability of IFRUITS MARKET to the Buyer is strictly limited to direct losses only and all other types of losses or damages are excluded. IFRUITS MARKET’s liability will not exceed the amount of the last ordered amount that the buyer have paid.
6.2 IFRUITS MARKET will not be liable for any loss of income, loss of profits, loss of markets, loss of reputation, loss of customers, loss of use, loss of an opportunity even if IFRUITS MARKET had knowledge that such damages or loss might arise or for any indirect, incidental, special or consequential damages or loss howsoever arising including without limitation breach of any contract, negligence, willful act or default.
6.3 The Buyer agrees that IFRUITS MARKET assumes no liability or responsibility:-
for the Driver’s inability to complete the delivery of the Order if the Buyer’s address is incomplete or incorrect;
for the Driver’s non-compliance with any laws and regulations, including those in relation to health and safety, food safety and food hygiene;
for the Driver’s non-compliance with the T&C; or
for the Driver’s inability to complete the delivery of the Order due to Events Beyond Control as set out below.
7.0 EVENTS BEYOND CONTROL
7.1 IFRUITS MARKET will not be liable to fulfill any obligations under this T&C due to circumstances or events beyond IFRUITS MARKET’s control, such as but not limited to:-
Force Majeure as defined in Clause 10.0;
national or local disruptions in ground transportation networks, including roadblocks;
severe and unfavourable weather conditions;
accidents involving the vehicles or such other mode of transportation of the Driver necessary to carry out the Services; or
criminal acts of third parties such as robbery which affects the Driver.
8.0 CLAIM PROCEDURES
8.1 The Buyer must submit the claim due to damage, delay or non-delivery of the Order, in writing within twenty four (24) hours from the date of delivery, failing which the Buyer will not be entitled to make any claim and IFRUITS MARKET will have no liability whatsoever in relation to the Order.
8.2 All relevant proofs, evidence or documentation must be made available for IFRUITS MARKET’s inspection and retained until the claim is concluded.
8.3 Subject to clause 8.2, IFRUITS MARKET will investigate and settle the claim within seven (7) days, upon receipt of complete documents by amicable resolution, if and only if, the damage is proven to be caused by IFRUITS MARKET’s negligence. The amount of compensation will be based on IFRUITS MARKET’s own assessment of the extent of the damage to and the actual cash value of the contents of the delivery item provided always that the amount of compensation must not exceed the limit set out in Clause 6.1.
8.4 IFRUITS MARKET is not obligated to act on any claim until all charges for the Services undertaken have been paid by the Driver. The claim amount may be deducted from charges which are due and payable by the Driver at the option of TELEPORT.
8.5 All refund will be made in the form of "Store Credit", the customers can utilizes the claim amount to purchase other items in store. The store credit will be expiring within 1 years period.
9.0 FORCE MAJEURE
9.1 Neither Party will be liable for, nor be in default by reason of, any failure or delay in performance of its obligations under the T&C, if such failure or delay is caused by an act of god or a public enemy, war whether declared or not, hostilities, invasion, armed conflict, riot or civil unrest, insurrection, strikes, revolution or usurped power, act of terrorism, sabotage or criminal damage, trade embargoes, non-availability or revocation of any necessary licenses or authorisations which is not caused by act or omission of the Parties, natural disasters including earthquake, lightning, hurricane, flood and fire, pandemic, act of government or any other cause or peril beyond its reasonable control. For the purpose of this provision, strikes that arise from labour relations between a Party and its employees, machinery breakdown or correction of defect or deficiency will not be construed as Force Majeure events. This provision, however, will not relieve the Party alleging the occurrence of such Force Majeure from using all reasonable efforts to avoid or remove such Force Majeure and the effects thereof and to continue performance whenever and wherever such Force Majeure is removed.
9.2 If the Force Majeure event persists, both Parties will have the rights to review the T&C.
10.0 CONFIDENTIAL INFORMATION
10.1 Throughout the Term, each Party hereby agrees and undertakes to the other Party:-
to keep confidential all Confidential Information;
not to, without prior written consent of the disclosing Party, disclose any Confidential Information of the disclosing Party in whole or in part to any person save those of its directors, employees, and agents on a need to know basis;
to use the Confidential Information of the disclosing Party solely in connection with this T&C and not for its own benefit or the benefit of any third party; and
that, without prejudice to the generality of the foregoing, no supplier, agents or any person engaged by it whether as a servant or consultant or otherwise will use Confidential Information belonging to the other for the solicitation of business from the disclosing Party or any Affiliate of the disclosing Party by the receiving Party or by such servant or consultant or by any third party.
10.2 Each Party hereby undertakes to the other to make all relevant employees, servants and agents aware of the confidentiality obligations under this T&C and to take all reasonable steps to ensure compliance by its respective employees, servants and agents with this provision. In the event of any disclosure of the Confidential Information to any consultant, agent or other person engaged by the receiving Party in connection with this T&C, the receiving Party must cause the consultant, agent or other person to sign a confidentiality undertaking in content substantially similar to this T&C.
10.3 The provision of confidentiality will not be deemed to apply to Confidential Information which:-
is or has become public knowledge other than by breach of this provision;
is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party;
is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
is independently developed without access to any Confidential Information belonging to the other; or
is required by law, by order of a court of competent jurisdiction or by any rule, direction or regulation of any regulatory or governmental authority to be disclosed.
11.1 Any notices, approvals, communication or consents required to be given by either Party to the other must be in writing. Any notice hereunder will be deemed sufficiently served on each Party hereto if sent by registered post, electronic mail, or left at the business address, the details of such addresses which are set out in the T&C and will be deemed to have been delivered and received by the relevant Party when:-
If sent by registered post, three (3) Business Days after the date in the ordinary course of posting;
If personally dispatched, on the same working day of dispatch upon receipt and acknowledgment of the same; and
If sent by electronic mail, on the same working day upon successful delivery of the electronic mail.
11.2 In the event a notice is received on a day which is not a Business Day, it is deemed to have been received on the next Business Day. All notices received after 5.00 pm are deemed to be received on the next Business Day.
12.0 CHANGE OF DETAILS
12.1 Each of the Parties will give written notice to the other of any change of address, facsimile, or other relevant contact numbers within fourteen (14) Business Days of such change.
13.1 In the event that any one or more of the provisions of this T&C is declared by any judicial or other competent authority to be invalid, illegal or unenforceable in any respect under any applicable law or decision, the validity, legality or enforceability of the remaining provisions contained in this T&C is not be affected or impaired in any way.
13.2 If any provision is held to be void, illegal or unenforceable but would be valid and enforceable if amendments are made, then that provision will be amended to the extent necessary to render the provision valid and enforceable and which would give effect to the intention of the Parties to the maximum extent possible.
14.1 In the event of any conflict or inconsistencies between the Terms of Service and these T&C, the Terms of Service will prevail to the extent of such inconsistencies.
15.0 RELATIONSHIP OF THE PARTIES
15.1 Nothing contained herein will be constructed to imply a partnership, joint venture, principal/agent or an employer/employee relationship between the Parties.
15.2 Neither Party will have any right, power or authority to create any obligation, express or implied, on behalf of the other.
16.1 This T&C, including all representations and undertakings given herein by the Parties will be binding upon the Parties and upon its successors-in-title and permitted assigns.
17.1 The amount payable or price as quoted under the Terms of Service is exclusive of any value added tax (including but not limited to sales tax, service tax, goods and services tax, and any other similar taxes, duties or levies imposed by any taxing authority/regulatory body), in which the value added tax, if applicable, will be payable in addition thereto subject to the receipt of an invoice or a tax invoice in compliance with the requirements of the relevant laws. All payments made by the IFRUITS MARKET or the Driver under the Terms of Service will be made gross without any tax deduction or withholding of a similar nature.
17.2 Any value added tax, government service tax, or other applicable sales tax, levy or duty or any other tax whatsoever that arises in relation to the Terms of Service will be borne by the IFRUITS MARKET or the Driver.
18.1 The headings to the paragraphs contained in the T&C are for the sake of convenience only and will not be relied upon in the interpretation hereof.
19.0 ENTIRE AGREEMENT
19.1 The Terms of Service, its Chapters, its Appendix and these T&C constitute the entire agreement between the Parties as to the subject herein mentioned.
19.2 Any other agreement or negotiation, which preceded the Terms of Service, will not be valid unless ratified by a written instrument signed by the Parties.
19.3 No amendment, modification or waiver of any provision of the Terms of Service will have any legal force or effect unless made by mutual consent and made in writing by the Parties specifically referring to the Terms of Service and duly signed by each of the Parties hereto.
19.4 The preamble and all Chapters of the Terms of Service will constitute an integral part of the Terms of Service.
20.0 FURTHER ASSURANCE
20.1 Each Party hereto will, at its respective expenses, promptly and duly execute and deliver to the other Party such further documents and promptly take such further action not inconsistent with the terms hereof as the other Party may from time to time reasonably request in order to more effectively carry out the intent and purpose of the Terms of Service or to perfect and protect the rights and, with respect to TELEPORT, remedies created or intended to be created.
21.0 ANTI BRIBERY AND ANTI CORRUPTION
21.1 IFRUITS MARKET undertakes, represents and warrants that:-
the IFRUITS MARKET, the IFRUITS MARKET’s personnel and any other person responsible for providing and performing the obligations in the contract are in compliance with all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws; and
without prejudice to the generality of the above, the IFRUITS MARKET, the IFRUITS MARKET’s personnel and any other person responsible for providing and performing the obligations in the contract has not made, authorized or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (i) improperly influence any act, decision or failure to act by that official or person; (ii) improperly induce that official or person to use his influence with a government or business entity to affect any act or decision by such government or entity; or (iii) secure any improper advantage.
22.0 NO-BROKER PROVISION
22.1 Each Party represents and warrants to the other Party that in relation to the transaction contemplated in this T&C:-
No finder nor broker nor any other similar role has been retained or used by such Party or any of its employees, officers, directors, third party advisors, or any other party related to such Party; and
Neither Party is nor should it be obligated to any finder’s fee or broker’s fee or any other similar fee to each other, any of its employees, officers, directors, third party advisors, or any other party related to such Party.
23.1 Failure to exercise, or delay in exercising or enforcing any right under this T&C by any of the Parties will not operate as a waiver of its right to enforce against the breach of such provision, and will not prejudice the subsequent exercise of the same, unless made in writing. No single waiver constitutes a continuing or subsequent waiver.
23.0 USE OF IFRUITS MARKET and/or IFRUITS MARKET’S CORPORATE NAME, LOGO and/or TRADEMARK (the “MARK”)
23.1 Nothing in this T&C will be construed as the granting of any form of right to the MERCHANT to use any Mark of IFRUITS MARKET for any purpose other than to state the fact that the Services are provided by IFRUITS MARKET based on this T&C.