THIS AGREEMENT IS DATED THIS

DAY OF

2015

BETWEEN

ABC SDN BHD

(Company No. 123453-H)

AND

XXX
(Company No. XXXXXX-H)

**********************************************************************************
AGREEMENT
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THIS AGREEMENT is made on

day of

2015

Between
ABC SDN BHD (Company No. 123455-H) a company duly incorporated in and under the laws of
Malaysia and having its business address at XXXXXXXXXXX Kuala Lumpur, Malaysia (hereinafter
referred to as ABC)
And
XXXXXXXXXX (Company No. xxxxxxx) a business duly registered in and under the laws of
Malaysia and having its business address at no. 123, xxxxxxxxxxxxx (hereinafter referred to as the
Company)
WHEREAS:A.

YYYYYY sdn bhd (hereinafter referred to as the AP Holder) has been granted the
Approved Permit, License No. X 123 (Ref No. xxx-A-KKB-xxxx) under the Customs Act of
1967 which enables the AP Holder to attend to and fulfill all requirements imposed by
Customs Department of Malaysia and to enable the entry into the territory of Malaysia, inter
alia all types of rice for the purpose of commercial sale and/or distribution.

B.

ABC has obtained the authority to ulitise the Approved Permit held by the AP Holder for the
purpose stated herein;

C.

The Company is a company that is in the business of inter alia the sale of the rice.

D.

The Company desires to utilize the Services (defined below) and ABC is agreeable to provide
the Services to enable the Product (defined below) to be brought into the territory of Malaysia
subject to the terms and conditions hereinafter contained.

NOW IT IS HEREBY AGREED as follows:1.

INTERPRETATION

1.1

In this Agreement unless the context otherwise requires, the following words and expressions
shall have the following meanings:Agreement

means the agreement recorded in this document;

ABCs Bank Deposit Account: mean ABCs bank account number xxxxxxxxx held at XXX
Berhad at Unit no. xxx , xxxx, Kuala Lumpur
Business Day

means a day (other than a Saturday and Sunday) on

which commercial banks in Kuala Lumpur are open
for business;

Batch

means an amount of Product weighting xxxxx MT

comprising of a Consignment;

Calendar

means Gregorian calendar;

Clearance

means all formalities to be fulfilled by ABC with the

Customs Department for enable the Product to be
brought into the Territory;

Commencement Date

means the date of this Agreement;

Consignment

means the amount of the Product required to be

brought into the Territory each Month;

Custom Charges

means all costs, charges including port clearance

charges, duties, taxes insurance, whatsoever imposed
by the Customs Department and/or any other
relevant Government department for the delivery of
the Product into the Territory;

Customs Department

means the Customs Department of the Government;

Government

means the Government of Malaysia;

Month

means a Calendar month;

Monthly Order

means the mandatory requirement of monthly order

for the Product by the Company as specified in
Clause 3A hereto;

MT

means metric tonne;

Parties

means the ABC and the Company and Party means

any one of them;

Port

means ports as identified by the Parties hereto;

Product

means the type of rice as specified in Appendix I

hereto;

RM

means Ringgit Malaysia, the lawful currency of

Malaysia;

Security Deposit

means a sum Ringgit Malaysia Two Hundred

Thousand (RM200,000.00) or such other sum as may
be mutually agreed by the Parties Provided that the
Security Deposit shall not be less then
RM200,000.00;

Services

means the utilization of the Approved Permit (stated

in Recital A above) by ABC to attend to and fulfill all
requirements imposed by Customs Department of
Malaysia and all related matters, to enable the entry
of the Product into the Territory;

Service Fee

means the payment due to ABC for the provision of

the Services as specified in Clause 5 hereto;

Term

means the duration of this Agreement as stipulated in

Clause 3 hereto;

Territory

means the territory of Malaysia;

Top-Up Sum

means such sum of money required to be paid by the

Company to ensure the Security Deposit is

maintained at RM200,000.00 (Ringgit Malaysia Two

Hundred Thousand only) for the duration of this
Agreement or any extension thereof;
1.2

1.3

In this Agreement, unless there is something in the subject or context inconsistent with such
construction or unless it is otherwise expressly provided:(a)

words denoting one gender include all other genders and words denoting the singular
include the plural and vice versa;

(b)

words denoting persons include corporations, and vice versa and also include their
respective estate, personal representatives, successors in title or permitted assigns, as
the case may be;

(c)

any reference to a recital, clause, schedule or party is to the relevant recital, clause,
schedule or party of or to this Agreement and any reference to this Agreement or any of
the provisions hereof includes all amendments and modifications made to this
Agreement from time to time in force;

(d)

any reference to a statutory provision includes any modification, consolidation or reenactment thereof for the time being in force, and all statutory instruments or orders
made pursuant thereto;

(e)

if any period of time is specified from a given day, or the day of a given act or event, it
is to be calculated exclusive of that day and if any period of time falls on a day which is
not a Business Day, then that period is to be deemed to only expire on the next Business
Day.

The Recitals and Appendices of and to this Agreement shall have effect and be construed as
an integral part of this Agreement but in the event of any conflict or discrepancy between any
of the provisions of this Agreement such conflict or discrepancy shall, for the purposes of the
interpretation and enforcement of this Agreement, be resolved by:(a)

giving the provisions contained in the clauses of this Agreement priority and
precedence over the provisions contained in the Recitals and Appendices of and to
this Agreement; and

(b)

giving the provisions in the Appendices of this Agreement priority and precedence
over the provisions contained in the Recitals to this Agreement.

1.4

The headings in this Agreement are inserted merely for convenience of reference and shall be
ignored in the interpretation and construction of any of the provisions herein contained.

1.5

Time wherever mentioned shall be deemed to be of the essence of this Agreement.

2.

AGREEMENT

2.1

The Company hereby agrees to utilize and ABC is agreeable to ensure and cause the provision
of the Service by the AP Holder, to enable the Product purchased by the Company from
various sources to be brought into the Territory Subject to the terms and conditions specified
in this Agreement.

2.2

No variation to any of the terms hereunder shall be binding unless agreed in writing between
the ABC and the Company.

3.

TERM

3.1

It is hereby agreed the contract period or the Term of this Agreement shall be for the duration
of twelve (12) months from the date of this Agreement.

3.2

The Term hereby created may be subject to an extension of a further period of twelve (12)
months Subject to the mutual agreement of the Parties hereto and Subject Further upon the
terms to be then mutually agreed.

3A.

MANDATORY MINIMUM ORDER

3A.1

The parties hereto hereby agree that the Company shall be required to make the mandatory
Monthly Order of the Product being be a minimum quantity of One Thousand Metric tonne
(1,000 MT) per Month for the duration of this Agreement failing which the Company shall be
deemed to be in default and the provision of Clause 9.2 shall apply.

4.

COMPANYS WARRANTIES REPRESENTATIONS AND INSTRUCTION

4.1

The Company confirms warrants and undertakes that:i)

it has obtained all relevant permits, licenses and/or approval for the purchase of the
Product and for the distribution of the same in the Territory and the same is valid and
subsisting;

ii)

it has full legal right, authority and power to enter into and bind itself by this Agreement
and to exercise its rights and perform its obligations hereunder and all appropriate and
necessary action has been taken to authorise the exercise and performance of its rights
and obligations hereunder;

iii)

it has not contravened and will not contravene any laws of Malaysia or its
Memorandum and Articles of Association or any term of any agreement or arrangement
to which it is a party by entering into and performing its obligations under this
Agreement.

4.2

The Company confirms that it shall prior to the arrival of a relevant Consignment at the Port,
furnish ABC with the details of the Consignment as listed in Appendix I.

4.3

ABC shall commence all duties required to obtain Clearance from the Customs Department to
bring the Product into the Territory Subject to the payment of the Security Deposit.

5.

PAYMENT

5.1

The Parties hereby agreement that the Service Fee due to the ABC for the provision of the
Services shall be a sum equivalent to Ringgita Malaysia xxxxx RMxxx.00 per MT.

5.2

The Parties hereby agree that the Service Fee shall be payable by the Company in the
following manner:5.2.1

For the Clearance of a Consignment below 5000 MT:i)

fifty percent (50%) of the total payment due for relevant Consignment to be
made to ABC prior to the Clearance; and

ii)

5.2.2

5.3

balance fifty percent (50%) of the total payment due for relevant
Consignment within twenty four (24) hours of AHC confirming with the
Company that relevant Consignment has been cleared for entry into the
Territory.

For the clearance of a Consignment weighing between 5000 MT and 20,000 MT, the
relevant Consignment shall be cleared in batches of a minimum amount of 5000 MT
at one time and the Service Fee shall be paid in the following manner:iii)

fifty percent (50%) of the total payment of each Batch to be made to ABC
prior to the Clearance; and

iv)

the balance fifty percent (50%) of the total payment (the Balance Payment)
of each Batch within twenty four (24) hours of ABC confirming with the
Company that the Batch has been cleared for entry into the Territory.

In the event that the Company shall fail, neglect and/or refuse to pay and settle the Balance
Payment within twenty four (24) hours of ABC confirming with the Company as provided
herein ABC may at its discretion:i)

deduct such amount due to ABC from the Security Deposit and ABC may not attend
to any further Clearance until the Top Up Sum is paid and any outstanding sum due to
the ABC is settled in full; and/or

ii)

ABC shall not release the relevant Batch or such part thereof as ABC shall determine,
to the Company until the total Service Fee for the relevant Batch is paid to ABC.
ABC shall not be liable for any loss, costs, damages whatsoever, suffered and/or
incurred by the Company, whether directly or indirectly, as a result of the delay in
taking delivery of the relevant Consignment caused by the delay in the payment of
the Service Fee.

5.4

The payment of the Service Fee shall be deposited into the ABCs Bank Deposit Account.

6.

SECURITY DEPOSIT

6.1

It is hereby agreed by the Parties that upon the execution of this Agreement, the Company
shall pay ABC a sum of Ringgit Malaysia Two Hundred Thousand (RM200.000.00) only as
deposit and part payment towards the Service Fee.

6.2

As security for the performance of this Agreement the Company which shall if required by
ABC deposit the Security Deposit with the Company, which shall be maintained for the
duration of this Agreement.

6.3

The Security Deposit will be refunded, free of interest, to the Company upon the lawful
termination of this Agreement Provided that ABC may at its discretion deduct such amount
due to ABC for the Clearance of the any Consignment during the Term of this Agreement
Subject Always the Company shall within forty eight (48) hours of notification of the
deduction of the Service Fee from the Security Deposit, pay the Top Up sum in full failing
which the Company shall be deemed to be in default and the provisions of Clause 9.2 shall
apply.

6.4

Notwithstanding Clause 6.3 above in the event that ABC shall deduct such amount due to
ABC for the Clearance of the final Consignment under the terms of this Agreement then ABC
shall be entitle to further deduct all such sums sue to ABC under this Agreement and
thereafter refund the balance of the Security Deposit (if any) to the Company free of interest,
Provided that such deduction shall not prejudice any right that ABC shall have at equity

and/or under the law to claim for all sums due and owing by the Company to ABC under this
Agreement.
7.

RISK AND PROPERTY

7.1

Risk of damage to and/or loss of the Product shall remain with the Company at all times
notwithstanding any delay in the Company taking delivery of the Product for any reason
whatsoever.

7.2

Notwithstanding Clause 7.1 above the property in the Product shall not pass to the Company
until ABC shall have received the Service Fee and the Top-Up Sum in full.

7.3

All costs, payments, insurance and charges in storing the Product until the payment of the
Service Fee and the Top-Up Sum shall be borne absolutely by the Company and the Company
shall only be able to take delivery of the Product upon full settlement of all such payment.

8.

FORCE MAJEURE

8.1

Neither ABC nor the Company shall be in breach of its obligations under this Agreement if it
is unable to perform or fulfill any of its obligations hereunder as a result of the occurrence of
an Event of Force Majeure. An Event of Force Majeure shall mean an event, not within the
reasonable control of the Party affected, which that Party is unable to prevent, avoid or
remove, and shall include:(a)

war (whether declared or not), hostilities invasion, act of foreign enemies;

(b)

rebellion, revolution, insurrection, military or usurped power, civil war or acts of

terrorism;

(c)

ionizing radiation or contamination by radioactivity from any nuclear waste, from the
combustion of nuclear fuel, radioactive toxic explosive, or other hazardous properties
of any explosive, nuclear assembly or nuclear component thereof;

(d)

natural catastrophe including but not limited to earthquakes, floods and subterranean
spontaneous combustion or any operation of the forces of nature, lightning and
exceptionally inclement weather; and

(e)

riot, commotion and disorders, criminal damage, sabotage, strike, lock out, labour
unrest or other industrial disturbances, which causes, or can reasonably be expected
to cause either Party to fail to comply with its obligations.

8.2

If an Event of Force Majeure occurs by reasons of which any of the Parties is unable to
perform any of its obligations under this Agreement, that Party shall inform the other
immediately of the occurrence of that Event of Force Majeure with full particulars thereof and
the consequences thereof.

8.3

If either Party considers the Event of Force Majeure to be of such severity or to be continuing
for such period of time that it effectively frustrates the original intention of this Agreement,
then the Parties may agree that this Agreement may be terminated upon mutual agreement of
the Parties.

8.4

If this Agreement is terminated due to an Event of Force Majeure pursuant to Clause 8.3, all
rights and obligations of the Parties under this Agreement shall forthwith terminate and
neither Party shall be liable to each other save for any rights and liabilities accruing prior to
the occurrence of the Event of Force Majeure.

9.

TERMINATION

9.1

This Agreement shall come into effect on the date of this Agreement and shall continue in force
unless earlier terminated by mutual assent in writing by the Parties Subject to terms of this
Agreement, particularly Clauses 9.2 and/or 9.3.

9.2

ABC may at its discretion terminate this Agreement in the event that the Company shall fail/
refuse and/or neglect to make payment of any sums due to ABC within the time stipulated herein
and/or fulfill any of its commitment under this Agreement.

9.3

Without prejudice to Clause 9.1 above, if any of the following events shall occur:(a)

any party shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement and such failure shall continue un-remedied for a period
of thirty (30) days after a notice to remedy such failure or default has been given to
the defaulting party by the other party; or

(b)

an involuntary proceeding shall be commenced or an involuntary petition shall be

filed seeking (i) liquidation, reorganisation or other relief in respect of any party or its
debts, or of a substantial part of its assets, under any bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for any party
or for a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for a period of thirty (30) or more days or an
order or decree approving or ordering any of the foregoing shall be entered;

then, and in every such event, the non-defaulting party shall have the right, by notice to the
defaulting party, to terminate the Agreement forthwith.
9.4

Upon termination of this Agreement all monies due to the ABC shall be immediately due and
payable.

9.5

The termination of this Agreement shall be without prejudice to the accrued rights of the parties
and any provision hereof which relates to or governs the acts of the Parties hereto subsequent to
such expiry or termination hereof shall remain in full force and effect and shall be enforceable
notwithstanding such termination.

10.

NON CLEARANCE
In the event that ABC is unable to attend to the Clearance of any Batch and/or Consignment,
then ABC shall refund all monies paid by the Company within twenty four (24) hours of
obtaining confirmation that the relevant Batch or Consignment has not been cleared.

11.

GENERAL

a.

Entire Agreement
This Agreement shall constitute the whole of the terms and conditions agreed between the
Parties hereto in respect of the subject matter of this Agreement.

b.

Variation
No variation, modification or amendment of this Agreement or the Schedule hereof shall have
any legal effect and force unless such variation, modification or amendment is made in
writing and mutually agreed by the Parties hereto.

c.

Severability
If any provision of this Agreement is held to be illegal or invalid under present or future laws
or regulations effective and applicable during the term of this Agreement, such provision shall
be fully severable and this Agreement shall be construed as if such illegal or invalid provision
had never comprised a part of this Agreement and the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the illegal or invalid provision
of by its severance from this Agreement.

d.

Waiver
Unless otherwise agreed in writing, no failure by either Party to exercise any right or remedy
available to it hereunder nor any delay so to exercise any such right to remedy shall operate as
a waiver of it nor shall any single or partial exercise of any right or remedy preclude any other
or further exercise thereof or the exercise of any other right or remedy

e.

No Assignment
The Parties shall not assign this Agreement or any rights or obligations hereunder to any third
party without the prior written consent of the ABC (if the assignment is proposed to be
undertaken by the Company) or the Company (if the assignment is proposed to be undertaken
by the ABC).

f.

Notices
Any notice, approval, consent, request or other communication required or permitted to be
given to or by the respective Parties hereto shall be in writing and shall be deemed to have
been duly given when delivered by hand, posted by recorded delivery post or sent by
facsimile to the other Party, as the case may be, set out below, or to such other address or
facsimile number as the respective Parties hereto may have notified the sender.
It shall be the duty of the Parties to notify the other if there is a change of address or entity by
giving a written notice within fourteen (14) days.

g.

To the AHC:

ABC SDN BHD

(Company
xxxxxxxxxxxxxxKuala Lumpur.

No.

To the Company:

xxxxxx (Company No. xxxxxxx) address

12345-H)

Address

Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
The Parties to this Agreement shall submit to the jurisdiction of the Malaysian Courts.

h.

Successors Bound
This Agreement shall be binding upon each of the Parties and their respective successors in
title and permitted assigns.
(Remainder of This Page Is Intentionally Left Blank)

IN WITNESS WHEREOF the parties hereto have hereunto set their seals/ laid their hands the
day and year first above-written.

Signed for and on behalf of

ABC SDN BHD
(Company No. 12345-H)
_____________________________
in the presence of :

Signed for and on behalf of

XXXXXXXXXX
(Company No. xxxxxxx)
in the presence of :

_____________________________

APPENDIX I
DETAILS OF CONSIGNMENT