THIS AGREEMENT BETWEEN Oka International Sdn. Bhd. (Company No. 789262-D) a company incorporated in Malaysia and having its registered office/business address at No. 13-2 Jalan Tanjung SD 13/1, Bandar Sri Damansara, 52200 Kuala Lumpur (hereinafter referred to as “Oka”) of the one part; AND The individual whose name and particulars are more specifically stated in Part A of the Schedule hereinafter referred to as “the Consumer”) which expression shall where the context so admits include the permitted assigns, personal representatives and successors-in-title of the Consumer of the other part. (the Parties hereto are individually referred to as “Party” and collectively as “Parties”) IN CONSIDERATION OF the mutual covenants in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Oka agrees to deliver and provide usage of the Products to the Consumer and the Consumer agrees to take delivery of the Products and to use the Products in accordance with the terms and conditions of this Agreement.
- PRODUCTS mean OkaPrimus water filter (hereinafter referred to as the said “Goods”) the description and particulars are more specifically stated in Part B of the Schedule which currently has an approximate value of Ringgit Malaysia Three Thousand Three Hundred Eighty Eight (RM3388.00) only for OkaPrimus UF Model and Ringgit Malaysia Three Thousand Eight Hundred Eighty Eight (RM3888.00) only for OkaPrimus Hydrogen Alkaline Model.
- PAYMENT/DEPOSIT & FORFEITURE OF DEPOSIT Consumer shall pay to Oka the sum of Ringgit Malaysia Four Hundred (RM400.00) only for each unit of the goods (hereinafter referred to as the said “Deposit”) particulars are more specifically stated in Part C of the Schedule upon delivery of the Goods to the Consumer. It is agreed between the parties that the deposit(s) for the goods shall only be deducted proportionate of 1st year replacement RM100, 2nd year replacement RM100 and 3rd year replacement RM200 of the OkaPrimus filter provided always the following conditions precedent are complied with:-
(i)The Consumer shall pay and change all the OKAPRIMUS filters yearly beginning from the second (2) years onwards for three (3) consecutive years. The cost to change all the OkaPrimus filters is currently at Ringgit Malaysia Six Hundred (RM600.00) only and (ii)The Consumer shall provide and add their contact in Oka’s customer database and shall provide written notice allowing Oka to use the customer database. Oka shall have the absolute rights to forfeit the Deposit(s) if the Customer terminated this Agreement before its expiry.
- WARRANTIES & INDEMNITY Oka warrants that the Goods will be in good working order and good condition upon delivery. Oka further warrants the goods is of merchantable quality and is fit for the purpose for which it was designed. Oka shall in no event be liable for any incidental, special or consequential damages of any nature, even if Consumer have been advised of the possibility of such damages. The Consumer shall indemnify and hold harmless Oka against any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including lawyer’s fees and costs, arising out of or related to the Consumer possession and use of the Goods.
- INSPECTION Consumer upon receiving possession of the Goods, shall have reasonable opportunity to inspect the Goods to determine if the Goods conform to the requirements to this Agreement. If Consumer in good faith, determines that all or a portion of the Goods are non-conforming, Consumer may return the Goods to Oka at Oka’s expense. Consumer shall provide written notice to Oka of the reason for rejecting the Goods. Oka will have 7 days from the return of the Goods to remedy such defects.
- TERM This Agreement shall commence on the execution hereof and shall continue in force thereafter for a term of four (4) years unless and until determined by the parties or events of default.
- OWNERSHIP OF THE GOODS AND RIGHTS The Goods are the property of Oka and Oka warrants having the right to provide usage of the Goods. Oka further warrants that as long as no Events of Default has occurred, Oka will not disturb the Consumer’s quiet enjoyment, possession and unrestricted use of the Goods for the purpose for which the Goods were designed.
- LOSS OR DAMAGE Consumer shall be responsible for risk of loss, theft, damage or destruction to the Goods. If the Goods is lost or damaged, the Consumer shall provide Oka with prompt written notice of such loss or damage and will, if the Goods are repairable, put or cause the Goods to be put in a state of good repair and condition. In the event of total loss of the Goods the Consumer shall provide Oka with prompt written notice of such loss.
- DEFAULT AND TERMINATION The occurrence of any of the following shall constitute a material default under this Agreement:-
- Failure to make the required payment when due;
- The insolvency or bankruptcy of either party;
- The Sale of the Goods by Consumer to any third party;
- Tempering of OkaPrimus Water Filter which include but not limited to replacing the parts;
e.Consumer failure to replace the OkaPrimus filter when due for replacement/upon Notification by Oka Oka shall have the absolute right to collect from the Consumer the sum of RM3388 being the full unit price of the Goods should the Consumer sell the Goods to any third party. It is agreed between the parties that Oka shall have the absolute right to terminate this Agreement at any time within the four (4) years and Oka will refund the sum of RM400 to the Consumer.
- REMEDIES ON DEFAULT In addition to any and all other rights a party may have available according to law, if a party defaults by failing or substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail of the default. The party receiving such notice shall have seven (7) days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
- Assignment or Transfer Prohibited This Agreement and the rights and duties of Consumer hereunder are not assignable, transferable or subject to delegation by Consumer without the prior written consent of Oka and any attempted assignment, transfer, or delegation without such written consent shall be null and void.
- Oka’s Right to Assign Oka may sell or assign absolutely any or all of Oka’s rights under this Agreement to any third party and Consumer agrees and shall do all things necessary to give effect to such sale or assignment.
- Severability If any one or more provisions of this Agreement shall be unenforceable, such unenforceability shall not affect the other provisions of this Agreement. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any term or provisions hereof unenforceable in any respect.
- Amendment; Waiver Any amendment or modification
- Entire Agreement This Agreement sets forth the entire agreement and understanding between the parties regarding the subject matter hereof, and merges all prior discussions and negotiations, verbal or written between them. Neither of the parties shall be bound by any conditions, definitions, representations, or warranties, verbal or written with respect to the subject matter of this Agreement other than as expressly provided therein. This Agreement supersedes and is in lieu of all existing agreements or arrangement between the parties hereto relating to the subject matter hereof. No course of dealing between the parties, no usage of trade and no extrinsic evidence of any nature shall be used to supplement or modify any of the terms and conditions of this Agreement or shall be construed as creating a new contract.
- Governing Law This Agreement shall be deemed to be a contract made under the laws of Malaysia and shall for all purposes be governed by and construed in accordance with the Laws of Malaysia and the parties hereto agree to submit to the jurisdiction of the Court of Malaysia.
- Time of the Essence Time wherever mentioned in the Agreement is an essence of the Agreement.
- Force Majeure Neither party will be under any liability to the other in any way whatsoever for destruction, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, industrial disputes, fire, explosion, earthquake, acts of God, flood, drought or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body. Neither party will be under any liability to the other in any way whatsoever for destruction, damage, delay or any other matter of that nature whatsoever due to no fault of the party or something beyond their control.
to this Agreement shall not be binding upon either party unless agreed to in writing by authorized representatives of each party. Any changes of amendment to the Consumer’s personal details, address, telephone etc must be informed to Oka as soon as possible. No delay or omission on the party of either party in exercising any right hereunder will operate or be construed as a waiver of that right or of any other right hereunder, nor will any delay or omission operates as an estoppel to the future exercise of that right, nor will any delay, omission, or waiver on any one or more occasion be deemed a waiver of that right, or any other right on any future occasion.
- Notices Any notice required to be given by this Agreement or otherwise by either party, shall be considered properly and timely given when sent by courier, registered mail addressed to the other party at the address set forth at the beginning of this Agreement or to such other address as may be designated by either party from time to time. Any such notice will be deemed to be delivered upon actual receipt by the recipient.
- Shipping Any shipping time frame will be given by each product info or otherwise by other form of notification upon the payment confirmation, this shall be considered properly and timely given before send by courier, registered mail addressed to the other party at the address set forth at the beginning of this Agreement or to such other address as may be designated by either party from time to time. In the event of failure of delivery or delay in delivery, all cost will not be bear by Oka International Sdn. Bhd. unless it is proven a negligence from the company.