Terms And Conditions (Dealers)
1.2 ezAUTO may, at any time and at its sole discretion, amend these terms at any time and the revised version will be effective immediately that it is displayed on the Platform. By continuing to use the Platform, the Dealer shall be bound by any revisions to these Terms.
2.2 The following terms shall have the following respective meanings: –
“Dealer”, “you” and “your” means a person who is engaged in the business of buying and/or selling the Car and who has an established place of business;
3.0 Creating Account And Security
3.1 To use the Services, the Dealer is required to create an account (“Account”) on the Platform in order to gain access to the use of any Services and functionality at the Platform that ezAUTO may establish and maintain at all material times and in its sole discretion.
3.2 The Dealer’s permission to use the Platform and/or the Services is conditional upon the Dealer’s agreement that the Dealer will provide accurate information when creating an Account, registering with ezAUTO and buying and/or selling the Car (as may be applicable). ezAUTO has the absolute discretion to reject, approve, suspend or terminate the Dealer’s creation of an Account with ezAUTO and/or the Dealer’s usage of the Platform and/or Services.
3.4 The Dealer is solely responsible for the activity that occurs on the Dealer’s Account even if such activities or uses were not committed by the Dealer, and the Dealer must keep your Account’s password secure. If a legal dispute or law enforcement action is commenced related to your Account for any reason, ezAUTO may suspend and/or terminate your Account immediately without notice. ezAUTO shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, the Dealer’s failure to comply with this section.
3.5 The Dealer must notify ezAUTO immediately of any breach of security or unauthorized use of its Account. ezAUTO shall not be liable for any losses caused by any unauthorized use of the Dealer’s Account.
4.0 Selling Used Cars To Our Partner Buyers
You hereby agree to appoint us (and any other individual, employees, officers, sub-contractors, affiliates, and/or agents as we may duly appoint as our representatives) to act as your facilitator for the sale of the Car. For the avoidance of doubt, we do not guarantee that the Car listing on the Platform will result in it being sold nor can we guarantee the length of time that will take for the Car to be sold. You are free to continue to use the Car unless or until a successful offer is accepted by you.
4.2.1 Prior to the sale of the Car to ezAUTO, the Dealer shall bring the Car to ezAUTO and/or its authorised inspection centre(s) (“Inspection Partner”) to undergo an inspection on the Car in order to verify the conditions of the Car and to collect any relevant information and details in relation to the Car (“Inspection”). Upon ezAUTO and/or its Inspection Partner having conducted the Inspection, ezAUTO reserves the right to accept and/or reject the sale and purchase of the Car. ezAUTO or its Inspection Partner will prepare an inspection report for the Car (“Inspection Report”) after the Inspection.
4.2.2 ezAUTO shall not be held liable and responsible for any representations made by its Inspection Partner in relation to the Car under the Inspection Report.
4.3 Listing and Sale of the Car
4.3.1 The Car will be exclusively listed on the Platform for the sale to the Consumer. When the Car is listed for sale on the Platform by ezAUTO, it is the Dealer’s responsibility to ensure the Car is available for sale and has not been sold elsewhere other than on the Platform. If a double sale has occurred which results in a sale cancellation, the Dealer will be charged a RM[**] cancellation fee. For so long as the Car is listed on the Platform, the Dealer shall not use any other platform and/or channels to sell or facilitate the sale of the Car.
4.3.2 The Dealer shall be liable to complete the sale and delivery the Car to ezAUTO immediately in the event ezAUTO has determined that the Customer has successfully purchased the Car through the Platform.
4.3.3 Notwithstanding the above, ezAUTO reserves its right to reject or void the sale of Car, without prior notice, which ezAUTO believes: –
(i) have not been made in good faith;
(ii) are intended to manipulate the sale and purchase through the Platform;
(iii) prohibited by any Applicable Laws; or
(iv) such other circumstances as may be prescribed by ezAUTO.
4.4 Required Disclosure and Vehicle Eligibility for Sale
4.4.1 Every Dealer shall disclose all material facts relating to the history and condition of each Car listed for sale on the Platform. It is the Dealer’s sole responsibility to ensure accuracy for all Cars listed by ezAUTO.
4.4.2 It is a Dealer’s sole responsibility to ensure all Cars it offers for sale to ezAUTO are eligible to be sold through the Platform with respect to the jurisdiction of supply and the Applicable Laws and manufacturer legislations, rules, regulations, restrictions and conditions.
4.5 Warranties and Representations
4.5.1 The Dealer undertakes, represents and warrants to ezAUTO that: –
(i) the Dealer is the registered owner of the Car and has good and marketable title to the Car;
(ii) the Dealer can transfer and sell the Car to ezAUTO or its partner buyer, free from any encumbrances;
(iii) it will provide ezAUTO with all available information and materials relating to the Car (“Information”) and ensure that any and all Information is true, accurate, complete, without material omission and is up to date;
(iv) unless disclosed otherwise disclosed, the Car has no missing parts, mechanical and/or electrical defects, including exterior and/or interior;
(v) the Dealer will be fully responsible and liable for the accuracy of the Information;
(vi) the Dealer is not involved or engaged in the business or activities or the Car to be sold containing articles which are prohibited or restricted under any Applicable Laws;
(vii) unless disclosed otherwise disclosed, the Car is not an insurance total loss and has not sustained major accident damage, fire damage or flood damage;
(viii) unless disclosed otherwise disclosed, the Car is not a cut-and-join car;
(ix) the Car has an accurate mileage reading;
(x) the Dealer is able to provide evidence of a service history for the Car upon request by ezAUTO, its partner buyer and/or the Customer;
(xi) the Car is merchantable, produced or performed in a good and workmanlike manner within highest industry standards, free from defects in workmanship and materials, free from defects in design, except to the extent that such design is furnished solely by ezAUTO and fit for the reasonable purpose for which the Customer is purchased;
(xii) the Dealer shall at all times comply with all Applicable Laws in its dealings with the User, including but not limited to the Hire Purchase Act 1967, Road Transport Act 1987 and Sale of Goods Act 1957 and all related regulations;
(xiii) the Dealer will honour, liable and fully responsible for any contract entered into with ezAUTO or its partner buyer, whether through the Platform or otherwise;
(xiv) the Dealer will keep ezAUTO harmless and fully indemnified against any claim and/or demand made by a Customer as a result of the acts and/or omissions of the Dealer;
(xv) the Dealer will provide ezAUTO with such information as may be requested by ezAUTO from time to time, including but not limited to, the status of Car purchased by the Customer and all such other matters related or incidental thereto in such manner and in such form as may be prescribed by ezAUTO from time to time; and
(xvi) the Dealer will to do such acts and provide such information and documents as may be requested by ezAUTO from time to time.
4.5.2 The foregoing warranties are in addition to any other warranty, expressed or implied, furnished by the Dealer to ezAUTO, its partner buyer and/or the Customer, or implied by law. All warranties shall inure to the benefit of ezAUTO and its affiliates and their respective officers, directors, employees, agents, contractors, successors, assigns, customers. Any attempt by the Dealer to limit, disclaim or restrict the foregoing warranties or any remedies of ezAUTO in Dealer’s acknowledgement, confirmation, invoice or other documentation is hereby objected to and shall be null and void. All warranties shall survive payment and acceptance by ezAUTO.
5.0 Purchase of Used Cars Through Platform
5.1 The Dealer shall be responsible to conduct its own due diligence with respect to the accuracy of the Listing, and whether the Car offered or provided on the Platform is original, of merchantable quality, genuine and/or meets the specifications and conditions as prescribed by the Company.
5.2 The price of Cars is as quoted on the Platform. However, the Platform contains a large number of Cars and it is always possible that, despite our best efforts, some of the Cars listed on the Platform may be incorrectly priced. ezAUTO will normally verify prices as part of the purchase procedures so that, where a Car’s correct price is less than the stated price, we will inform you as soon as possible and give you the option of proceeding with your purchase at the correct price or cancelling it.
5.3 Offer to Purchase and Booking Fee
5.3.1 The Dealer shall indicate its intention to purchase the Car (“Chosen Car”) to ezAUTO through the Platform by submitting the requisite information as ezAUTO may require from time to time including but not limited to the proof of identification (“Offer to Purchase”). By placing an Offer to Purchase, the Dealer represents and warrants that it has been provided with all necessary information and is satisfied with all relevant representations and warranties pertaining to the Chosen Car posted on the Platform.
5.3.2 The Dealer shall thereafter pay ezAUTO a booking fee of ten percent (10%) of the wholesale price of the Chosen Car as stated on the Platform (“Booking Fee”). Upon ezAUTO’s receipt of the Booking Fee for the Car, ezAUTO shall reserve the Chosen Car for five (5) days (“Lock In Period”). The Dealer hereby acknowledges and agrees that the Offer to Purchase and the Booking Fee are not transferrable. For the avoidance of doubt, the Booking Fee will be deducted from the purchase price of the Car.
5.3.3 The payment of the Booking Fee does not mean that the Offer to Purchase has been accepted. All purchases are subject to availability and acceptance by us. ezAUTO is not obliged to accept the Offer to Purchase and may, at our discretion, decline to accept any the Offer to Purchase.
5.3.4 In the event the Dealer is desirous to apply for financing in regard to the Chosen Car, it is advised to utilize the [first two (2) days] to secure the said financing, and pay the balance of the down payment of the Chosen Car.
5.3.5 If the Dealer is unable to secure financing (if applicable) and pay the down payment within the Lock In Period, ezAUTO shall have the right (but not obligated) to retract the Offer to Purchase and make the Chosen Car available to another potential buyer on the Platform, and ezAUTO shall fully refund the said Booking Fee to the said Dealer.
5.4 Credit checks
The Dealer hereby authorises and gives us full consent to conduct credit checks on the Dealer including but not limited to conduct searches with registered credit bureau or reporting agency(ies) for the purpose of assessing the Dealer creditworthiness (such as CTOS, CCRIS and FIS) and that the Dealer agrees to execute all consent form(s) or to provide any documents necessary for such credit checks. For the avoidance of doubt, ezAUTO is not obligated to conduct the credit checks on the Dealer. The Dealers understand and agree that any information given by the Dealers including personal data collected or held by us (whether obtained through the Platform, your previous or current transactions with us or otherwise obtained) may be held, used and disclosed to the relevant credit bureau or reporting agency(ies) or credit checking officers as we may deem necessary, particularly in the event of any non-compliance on the Dealers’ part, without any liability or notice to you.
5.5 Viewing and Test Drive
5.5.1 Upon payment of the Booking Fee, the Dealer may liaise and arrange for viewing and/or test drive of the Chosen Car with ezAUTO. Any viewing and/or test drive of the Car(s) shall be subject to the terms and conditions of imposed by ezAUTO which would be made available to you upon your request but in any event, no later than immediately prior to the scheduled date.
5.5.2 Test drive is subject to you satisfying our eligibility criteria determined from time to time (which includes that you must hold a valid Malaysia drivers’ license appropriate to the vehicle to be test driven and a Malaysian identity card or passport, whichever is applicable). You represent and warrant that you have the necessary licenses and is fit and proper to conduct the test drive.
5.5.3 You may only test drive the Chosen Car for evaluation purposes only. You will be responsible for all toll fees or any summons or fines arising from the test drive. In relation to toll fees, summons and/or fines, we reserve the right to pay in advance and recover the same from you.
5.5.4 Any loss or damage or injury to the Chosen Car, ezAUTO, its employees, any third party using it or to any person as a consequence of your test drive (including damages arising out of minor fender bender, collision with non-moving objects or major accidents) due to your negligence, omission or inaction, shall be at your risk.
5.5.5 Title to the Chosen Car shall remain with us at all times and you shall not, without our prior written consent, offer to sell, assign, lease, mortgage, charge, encumber or part with possession or otherwise deal with the Chosen Car nor create or allow any lien over the Chosen Car.
5.6 Collection of Car
Upon receipt of the purchase price of the Car by ezAUTO, cost of vehicle insurance and such other fees as may be determined by ezAUTO from time to time and in full and cleared funds, the Dealer shall be entitled to collect the Car at ezAUTO’s designated location (“Designated Location”).
For collection from a location other than Designated Location, an additional charge per way may be imposed, depending on distance, accessibility of the destination and time of day. Details on the charges and procedures will be made available at the time of enquiry. ezAUTO is entitled to impose extra charges if there are any changes of agreed location.
5.7 Risk and Ownership
5.7.1 Upon collection of the Car, the Dealer will be asked to confirm receipt of the Car and that it conforms to the order, specifications and conditions. The Dealer will further be asked to sign an acceptance form (“Acceptance Form”) and this will be confirmation that you have received and accepted the Car, at which point the Car will be your responsibility and at your risk.
5.7.2 If you purchase the Car outright, ownership of the Car will pass to you once: (i) we have received full payment of the purchase price (and any other amounts due) in cleared funds; and (ii) you have accepted the Car by signing the Acceptance Form. Where you have obtained financing from the financial institution, you should be aware that ownership of the Car may remain with the financial institution and the pre-contract information and finance agreement will highlight this, and set out when and if title to the Car will pass to you.
5.8 Cancellation of the Offer to Purchase
5.8.1 The Dealer is entitled to cancel the Offer to Purchase at any time subject always that ezAUTO shall be entitled to (but not obliged) forfeit the Booking Fee absolutely. If the Offer to Purchase is cancelled due to
5.8.2 Any forfeiture by ezAUTO shall not waive the Dealer’s breach and shall not prejudice any other rights of ezAUTO arising from such breach and upon the forfeiture of the Booking Fee, ezAUTO is entitled to suspend the Dealer’s access and/or using the Platform.
6.1 The Dealer agrees to defend, indemnify (and keep indemnified) and hold ezAUTO and its affiliates, and their agents, directors, officers, employees, successors and/or assignees, harmless from and against any claims, liabilities, damages, costs, judgments, losses or expenses (including reasonable legal fees on a full indemnity basis), arising out of or in connection with: –
(a) The Dealer’s violation or breach of any terms, conditions, representations and warranties of these Terms, including warranty with respect to the merchantable quality of the Car(s) or any Applicable Laws, including any local laws or ordinances, whether or not referenced herein; and/or
(b) ezAUTO’s enforcement or attempt to enforce the obligations of the ezAUTO; other than where any such claim, liabilities, damages, costs, judgments losses or expenses arises solely as a result of ezAUTO’s negligence.
6.2 Notwithstanding any other provision herein, it is agreed that neither party shall be liable to the other party for any loss of profit, goodwill, business opportunity, and anticipated savings or for any indirect, special or consequential loss or damage suffered or flowing from these Terms, even if reasonably contemplated or if such other party has been advised of the possibility of such loss or damage.
6.3 The rights and obligations under this clause shall survive the expiration or termination of these Terms.
7.0 Limitation of Liability
In no event shall ezAUTO, its affiliates, directors, trustees, officers, employees, agent or representative be liable for any claim, incidental, indirect, punitive, consequential or similar damages, liabilities or whatsoever, including but not limited to damages for loss of data or exposure of data, information, revenue, goodwill, opportunity, profits or other business or financial benefit, to the Dealer or any third party claim under the Dealer, whether based on contract, tort, breach of statutory duty or otherwise, arising out of or in connection with ezAUTO or these Terms.
8.1 All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and may be delivered personally or sent by prepaid registered post (by air-mail if to or from an overseas address) with recorded delivery, or by electronic mail addressed to the intended recipient thereof at its address or at its electronic mail address set out in these Terms (or such other address or electronic mail address as a party to these Terms may from time to time duly notify the others in writing).
8.2 Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by electronic mail) immediately or (if given or made by letter) forty-eight (48) hours after posting and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing the same was duly addressed, stamped and posted or that the electronic mail transmission was properly addressed and dispatched. The addresses and electronic mail address of the Parties for the purpose of these Terms are as stipulated in these Terms or at such other address or electronic mail address as the Party to be served may have notified to the other Party (in accordance with the provisions of this Clause) for the purposes of these Terms. Any notice given on a day which is not a Business Day is treated as given on the following Business Day.
9.1 These Terms constitutes the entire agreement between the parties concerning its subject matter.
9.2 The Dealer is an independent contractor and is not an agent, representative, joint venturer, partner, employee, publisher, distributor or endorser of ezAUTO. No fiduciary relationship exists between ezAUTO and the Dealer.
9.3 These Terms will inure to the benefit of ezAUTO, its successors and assigns and may be transferred by ezAUTO to any party without the Dealer’s prior approval upon notice to the Dealer. These Terms is personal to the Dealer and it shall not, without the prior written consent in writing of ezAUTO, assign, novate or otherwise deal with the whole or any part of these Terms or its rights or obligations hereunder.
9.4 A delay or failure of any party to exercise any right or remedy pursuant to these Terms will not operate as a waiver or the right or remedy and a waiver of any particular breach will not be a waiver of any other breach. All rights and remedies under these Terms are cumulative and the exercise of one right or remedy will not limit the exercise of any other right or remedy.
10.0 Governing Law And Jurisdiction
All disputes, claims, actions or suits arising from any Dealers’ use of this Platform or concerning the validity, interpretation or performance of these terms and any of its terms and provisions, or any rights or obligations of the parties hereto, shall be governed by and construed in all respects in accordance with the laws of Malaysia. All parties hereby irrevocably consent to the jurisdiction and venue of courts of competent jurisdiction located in Malaysia and agree that all such suits or proceedings shall be brought only in such courts.