Vendor Terms

These terms govern the relationship between The Shelf Enterprise (registration no. 202001012345 (1234567-X)) of No.3, Jalan BP 6/2, Bandar Bukit Puchong, 47100 Puchong, Selangors, Malaysia ("The Shelf", "we") and the maker, brand or business that supplies products to us (the "Vendor", "you").

They apply from the moment you create a vendor account. The commercial terms specific to you — your supply model, commission rate, rental fee, payout cycle and payment terms — are agreed with us in writing and form part of your agreement. If they conflict with these terms, your specific commercial terms prevail.

Creating an account does not make you a vendor. Every application is reviewed by us and we may approve, decline or ask for more information at our discretion. Approval is confirmed to you by email, and nothing is placed on a shelf until your commercial terms have been agreed in writing.

You must give accurate, complete and current information, including your business registration and tax details, and keep it up to date. Changes to identity or bank details are verified by us before they take effect.

Consignment: you keep ownership of the stock until it is sold to a customer. We display and sell it, and account to you for each sale.

Outright: we buy the stock from you against a purchase order, and pay on the payment terms agreed. Ownership passes to us on delivery and acceptance.

You may be supplied under one model or both, product by product.

On consignment we retain the commission rate agreed with you, applied to the selling price of each unit. The rate that applies to a sale is the rate in force at the moment of that sale and is recorded against the sale; it is not changed afterwards.

You may ask us to change your terms through your vendor portal. We decide each request, and may agree different terms. An agreed change applies from the date we confirm, never to sales already made. Any rental fee is as stated in your commercial terms.

You send stock against a consignment note (or purchase order) that lists what you are delivering. The receiving branch counts what actually arrives and records any difference from what you declared.

Where the count differs, we will show you the variance and the reason, and you may dispute it. Until a discrepancy is resolved, the branch's count is the record of what was received. Risk in consigned stock stays with you until it is sold, except for loss or damage caused by our negligence [confirm — see Insurance below].

Selling prices are set as agreed with you. We may run promotions and discounts across our shops. Where a promotion is funded by you, that is agreed with you beforehand and recorded on each sale it applies to.

Each payout cycle we issue a statement built from the sale lines that actually sold in the period, less commission and any agreed deductions. Each sale line is included in one statement only, and paid once.

We pay by bank transfer to the account we have verified, within the payment terms agreed. Returned or refunded sales are deducted in the period they are processed. You are responsible for your own taxes on what you receive. You must notify us of any statement error within [30] days of it being issued.

Unsold consigned stock remains yours and, on reasonable notice, will be returned or moved to another branch as you and we agree. Stock that is damaged in the shop through our fault will be dealt with as set out in your commercial terms; stock that is faulty on arrival, expired or recalled must be collected by you at your cost.

You promise that, for everything you supply:

• you have the right to sell it, and it does not infringe anyone's intellectual property;
• it is genuine, safe, accurately described and of acceptable quality;
• it is labelled and, where required, approved, registered or certified as Malaysian law requires (for example food, cosmetics and electrical goods, and halal claims);
• it complies with the Consumer Protection Act 1999 and other applicable laws.

You must not supply counterfeit, illegal or restricted goods. We may refuse or remove any product at any time.

[State who insures consigned stock while it is in our shops, and any excess or exclusions. Recommended: specify this before launch.]

You will compensate us for loss, claims and reasonable costs arising from your breach of these terms or from a claim that a product you supplied is defective, unsafe, unlawful or infringing.

We are not liable for indirect or consequential loss or loss of profit, and our total liability to you in any period is limited to the amount payable to you under your most recent statement [confirm with your lawyer]. Nothing here excludes liability that cannot lawfully be excluded.

We handle your personal and business data as set out in our Privacy Policy. Each of us will keep the other's non-public commercial information confidential and use it only for the purposes of this relationship. We show you what you need to see about your own sales; we do not share other vendors' information with you.

Either of us may end the relationship by giving [30] days' written notice. We may suspend or end it immediately if you seriously breach these terms, supply unlawful or unsafe goods, or give false information.

On ending, sales already made are paid as normal, and unsold consigned stock is returned to you or collected by you within [14] days. Terms that by their nature continue (payment, indemnity, confidentiality, liability) survive.

We may update these terms. If a change affects you materially we will give you notice, and it will not apply to sales already made.

These terms are governed by the laws of Malaysia and the courts of Malaysia have exclusive jurisdiction, subject to any dispute-resolution process set out in your commercial terms.