Pri

Published at Oct 11, 2024
 
19 mins read
 
Membership

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1.0

WHEREAS:

1.1 The Consignor is the legal and/or equitable owner of the right and title of the Consigned Item and is also known as the “Seller” in this Agreement.
1.2 The successful bidder of the Auction Lot is also known as the “Buyer” in this Agreement.
1.3 The Description of the Consigned Item is in Schedule A attached hereto.
1.4 The Inspection Checklist is a Schedule B attached hereto.
1.5 The Schedules, Appendices and any attachments shall be taken read together and construed as an essential part of the Agreement.
1.6 The Consignee is a repairer of Swiss Watch and related parts and accessories and the operator of an online platform known as (www.watchunify.com) providing an opportunity for online live auction of used luxury watches between the Consignor (“Seller”) and the Bidder (“Buyer”).
1.7 The Consignor is desirous of consigning the Consigned Item(s) to the Consignee to be sold via online live auction at www.watchunify.com.
1.8 The actual contract for sale is directly between Buyer and Seller (“Consignor”), and the Consignee is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such a transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. The Consignee is not involved in the transaction between the Buyer and Seller. The Consignee may or may not pre-screen the Buyer and Seller or the Content or information provided by Buyer and Seller.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Consignor and the Consignee covenant and agree as follows: -

 

2.0

DEFINITION

“Agreement” means Exclusive Consignment Agreement, these Terms and Conditions, Fees and Delivery together with any documents referred to this Agreement or any Schedules, Exhibit and/or Appendices attached together thereto, whichever applicable.
“As is basis” means the existing state and condition, and the Consignee receives the Consigned Item from the Consignor based on the state and conditions, including any defects stipulated in the Agreement.
“Auction Lot” means the Consigned Item that is listed for sale at the auction as a single unit.
“Consignor” means the Party entering this Agreement whose particulars and information are as stipulated in this Agreement
“Consignee” means WATCH UNIFY SDN. BHD. [Company No. 202301009195 (1503116-P).
“Consigned Item” means the used watch/watches which particulars are as stipulated in Schedule A in this Agreement.
“Consignor Registration” means the watch owner that is registered as the Consignor of the Consignee’s company whose particulars and information are stipulated in this Agreement.
“Consignor Registration” means the watch owner that is registered as the Consignor of the Consignee’s company whose particulars and information are stipulated in this Agreement.
“Inspection” means the inspection of the Consigned Item conducted or to be conducted by the Consignee at the business premises stipulated in this Agreement.

Capitalised terms used herein without definition shall have the meanings assigned to them in the Consignment Agreement.

 

3.0

EXCLUSIVE RIGHT TO SELL VIA ONLINE LIVE AUCTION

3.1 The Consignor hereby grants to the Consignee the exclusive right to display and sell the Consigned Item at an online live auction known as www.watchunify.com according to the terms and conditions of this Agreement.
3.2 The condition of the Consigned Item listed in this agreement is on an “as is basis”.
3.3 The Consigned Items are used luxury watches.
3.4 The Consignor guarantees that the Consigned Item consigned to the Consignee to be sold via online live auction at www.watchunify.com is not stolen, counterfeit or obtained via unlawful means.
3.5 The Consignor is presumed to have full authority to enter into this Agreement to consign the Consigned Item to the Consignee according to the terms and conditions of this Agreement.
3.6 The Consignor guarantees that during the entire auction period where the Consigned Item is listed as an Auction Lot at www.watchunify.com, the Consignor shall not list the same Consigned Item in other auction platforms, which may potentially result in the double bidding of the same Auction Lot.
3.7 Consignor shall not consign any of their rights under this Agreement or delegate the performance of any of the obligations or duties hereunder, and any attempt by the Consignor to so assign, transfer, and/or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.

4.0

The Consignee shall only be required to perform its obligation under this Agreement when the following fees have been fully settled by the Consignor: - No.

  Fees Amount (RM)
i Consignment Fees RM 400.00
(or 4% of Starting Bid Price, whichever is higher)
ii Listing Fees RM 500.00
(covers inspection, photography and description for Auction)
iii Custody Fees RM 100.00
(or 1% on Starting Bid Price per month, whichever is higher)
iv Processing Fees 3% on Final Bid Price

 

5.0

PHYSICAL INSPECTION OF CONSIGNED ITEM BY CONSIGNEE

5.1 Before the Consigned Item is accepted as an Auction Lot, the Consignor shall present the Consigned Item to the Consignee for physical inspection and consideration based on the Inspection Checklist in Schedule B.
5.2 The Consignor may walk-in to the Consignee’s business address above for the physical inspection, or alternatively, courier the Consigned Item to the Consignee for the physical inspection. In the event of the latter, the Consignee shall not be liable and/or responsible for the safe delivery and/or acceptance of the courier consignment.
5.3 The Consignee is not obliged to accept any Consigned Item presented to it by the Consignor.
5.4 In the event the Consignee considers that the Consigned Item is unfit for auction owing to physical defects, wear and tear and/or any other unsatisfactory condition, the Consignee will advise the Consignor to repair the defect(s) at the Consignor’s own cost so that it becomes fit for auction.
5.5 In the event the Consignor refuses to comply, the Consignee has the right to reject the Consigned Item.
5.6 If the Consignee, during physical inspection, discovers that the Consigned Item is stolen, counterfeit or obtained through unlawful means, the Consignor has the right to reject the Consigned Item and lodge a report to the relevant authorities.

6.0

MINIMUM BIDDING PRICE

6.1 Before the Consigned Item is listed, the Consignee will, at its discretion, propose a Minimum Bidding Price that the Consignee deem realistic and reasonable based on the outcome of the physical inspection.
6.2 If the Consignor agrees with the Minimum Bidding Price proposed by the Consignee, the sum will be fixed to the Auction Lot and cannot be altered once the auction goes live.
6.3 If the Consignor disagrees with the Minimum Bidding Price proposed by the Consignee, the Consignor may propose a reserve price, which must be agreed upon by the Consignee to ensure it is realistic and reasonable. The said sum cannot be altered once the auction goes live.

7.0

CONSIGNEE’S COMMISSION

7.1 Upon a successful sale of the Auction Lot, the Consignee’s Commission shall be 6% of the highest bid or RM 600.00 as a minimum base fee, whichever is higher. It will be automatically deducted from the successful bidder’s credit card but will not be a downpayment for the Auction Lot, payable at closing.
7.2 After the successful bidder (“Buyer”) has received the Consigned Item, and provided no complaint is filed by the Buyer within the Complaint Period (refer to 12.1), the Consignee shall, within 7 days after the expiry of the Complaint Period remit by online banking transfer to the Consignor the final bid price of the Auction Lot, payable at closing, deducting the Processing fee of 3% on the Final Bid Price (refer to 4.1 (v)).

8.0

TIME PERIOD OF ONLINE LIVE AUCTION

8.1 Before bidding ends in 60 seconds, and if no more new bids are offered, bid will end. If in the final 60 seconds, a new bid is offered, the bid will be extended by another 3 minutes and the process shall repeat.

 

COMING SOON PERIOD

8.2 Before the Auction Lot is listed for online live auction, the same will be place on a “Coming Soon” period, wherein the Consignor will be given the opportunity to view and approve the Auction Lot (together with the pictures and copywriting etc.) before it is listed for online live auction.
8.3 The Consignor will be given forty-eight hours (48 hours) to approve the Auction Lot. If no approval is obtained after the expiry of the forty-eight hours period, it shall be deemed that the Consignor had approved the same and an auction date shall be assigned for the live auction of the Auction Lot.

 

FIRST AUCTION

8.4 The Auction Lot shall be listed for online live auction at www.watchunify.com for a period of five (5) days (“First Auction”) 120 hours starting from the date as set by the Consignee and only upon the full payment of all the relevant fees.
8.5 The bidder with the highest bid at the end of the online live auction shall be declared as the successful bidder (“Buyer”).
8.6 The Auction Lot shall be sold to the successful bidder wherein the Consignee shall, on behalf of the Consignor, issue an invoice and upon completion of payment by the successful bidder, the Consignee shall issue an official receipt which will be conclusive evidence for the sale of the Auction Lot to the successful bidder.
8.7 In the event the successful bidder fails to settle the final bidding price within the stipulated deadline of seven (7) calendar days from the closure of the online live bidding of the Auction Lot, the Auction Lot shall be re-auctioned subject to a cooling-off period of 14 days and shall be listed back as the First Auction. This applies to the Second and Third Auction.

 

SECOND AUCTION

8.8 In the event there is no successful bid after the expiry of the First Auction, there will be a cooling-off period of 14 days. The Second Auction will commence after the 14th day of the cooling-off period, and will last for five (5) days, 120 hours with no reduction from the minimum bidding price, without fresh payment of listing fees.

 

THIRD AUCTION (FINAL)

8.9 In the event there is no successful bid after the expiry of the Second Auction, there will be a cooling-off period of 14 days. The Third Auction (“Final Auction”) will commence after the 14th day of the cooling-off period, and will last for five (5) days, 120 hours with a 10% reduction of price from the minimum bidding price from the First and Second Auction, as stipulated in the Consignment Quotation, without fresh payment of listing fees.
8.10 If no successful bid is received after the expiry of the Third Auction, the auction period is determined, and the Auction Lot is removed permanently from www.watchunify.com.
8.11 The Consignor may choose to extend the Auction Period by making a fresh payment of listing fees, during which time the steps in Para 8.4 to 8.8 will be repeated.

9.0

WITHDRAWAL OF AUCTION LOT

9.1 The Consignor had acknowledged that the Consignee has incurred and will incur significant costs and expenses in fulfilling its obligations under this Agreement. The Consignor acknowledges that a withdrawal of the Auction Lot from the auction, for whatsoever reasons, constitutes a breach of this Agreement, the damages for which would be difficult and impractical to determine. Therefore, the Consignor agrees to abide by the following:

 

BEFORE THE AUCTION GOES LIVE

a) Should the Consignor decide to withdraw its Auction Lot from the auction (for whatever reasons) during the Coming Soon Period, the Consignor shall issue a written notice, and the Consignee shall impose a penalty for withdrawal and upon the full payment of the same by the Consignor, the Auction Lot shall be removed from the auction site and upon full payment of the penalty by the Consignor, the Auction Lot shall be returned to the Consignor at the costs borne by the Consignor.
b) In the event of any cancellation of the consignment agreement or auction by the Consignor (direct or indirect) by way of a court order, bankruptcy, etc., the Consignor will be responsible for reimbursing the Consignee for any/all expenses incurred on the Consignor’s behalf; or

 

AFTER THE AUCTION GOES LIVE

c) The Consignor is not allowed to withdraw the Auction Lot after the Auction has gone live and this will last until the expiry of the Third Auction (if any).

10.0

UNCLAIMED ITEMS AND SALE

10.1 In the event of the determination of the auction period without a successful bid as specified in Paragraph 8 above, the Auction Lot shall be immediately removed from www.watchunify.com, and the Consignor will be notified to collect the Consigned Item in person within 7 days from the date of the removal. If a shipment is needed, the shipping costs shall be borne entirely by the Consignor.
10.2 If the Consignor fails to collect the Consigned Item after 7 days from the date of the removal of the Consigned Item, the Consignee shall impose a custody fee of RM 100.00 (Ringgit Malaysia One Hundred) (or 1% on Starting Bid Price per month, whichever is higher) for each month the Consigned Item is left at the custody of the Consignee until the date of collection by the Consignor.
10.3 The Consignee shall issue a written notice to the Consignor at the address stated in this Agreement to collect the Consigned Item, wherein the Consignor shall pay the outstanding custody fee in full to secure the release of the Consigned Item.
10.4 If the Consigned Item is left abandoned or unclaimed by the Consignor after 365 days from the date of the removal from auction, such items shall be considered an unclaimed item ("Unclaimed Item") whereby the Consignee shall notify the Consignor in writing and specify a deadline to claim the Unclaimed Item.
10.5 If the Consignor fails to claim the Unclaimed Items within the deadline specified by the Consignee, the Consignee shall have the absolute right to sell the Unclaimed Item through public auction, private sale or any suitable means at their sole discretion and at the value to be determined by the Consignee.
10.6 The proceeds generated from the sale of the Unclaimed Items shall be applied first to cover any outstanding amounts owed by the Consignor to the Consignee under this agreement, including custody fees, handling charges, or any other related expenses. The Consignee shall hold any remaining proceeds for a period of [one (1) calendar month]. During this period, the Consignor may request the proceeds upon providing satisfactory proof of ownership of the Unclaimed Items. After the expiration of this period, any remaining proceeds shall become the property of the Consignee, and the Consignor shall have no further claims against the Consignee.
10.7 The Consignor hereby releases the Consignee from any liability, claim or demand arising out or in connection with the handling, storage, sale, or disposal of the Unclaimed Item.
10.8 The Unclaimed Item and Sale clause shall survive the termination or completion of this agreement and shall be binding upon parties, their successors, heirs and assigns.

11.0

CATALOGING AND PRESENTATION

11.1 The Consignee reserves the right to photograph, catalogue, describe and group the Consigned Item.
11.2 The Consignor agrees that the Consignee will not be responsible for losses to the Consignor caused by errors in cataloguing or describing the Consigned Item. The Consignor may request changes or edits to the auction catalogue and/or additional photos, but the Consignee will not be required to make such changes if they are outside the acceptable range of work pertaining to this agreement, including false, deceptive or irrelevant information.
11.3 The Consignee will use all reasonable efforts to list the Consigned Item on www.watchunify.com for online auction 7 days after the parties enter into this Agreement.

12.0

COMPLAINT, INVESTIGATION AND RELEASE OF PAYMENT COMPLAINT PERIOD

12.1 The successful bidder (“Buyer”) is given 7 days upon the receipt of the Auction Lot to file a complaint (“Complaint Period”), if any, to the Consignor pertaining to the Auction Lot.
12.2 If no complaint is filed within the Complaint Period, it shall be deemed as a waiver of the right to complaint. Any complaint filed by the Buyer after the Complaint Period will not be entertained, and no time extension will be considered.
12.3 The Consignee shall retain the proceeds from the sale of the Auction Lot on behalf of the Consignor and will only release payment to the Consignor at the determination of the Complaint Period, provided no complaint is filed by the Buyer.

 

INTERNAL INVESTIGATION

12.4 Upon receiving a complaint from the Buyer within the Complaint Period, the Consignee shall, on behalf of the Consignor, commence an internal investigation to ascertain the validity and nature of the complaint and will complete the internal investigation within ten (10) days from the date of the receipt of the complaint.
12.5 The Buyer and Consignor agree to reasonably cooperate with the Consignee during the investigation by providing the necessary access to the Auction Lot, supporting evidence, or any other related information.
12.6 During the internal investigation period, the Consignee shall retain the proceeds of the sale of the Auction Lot from the Consignor until the internal investigation is concluded.
12.7 If the complaint is found to be invalid, the Consignee shall, on behalf of the Consignor, dismiss the complaint and notify the Buyer of the same wherein the dismissal is final.
12.8 If the complaint is found to be valid, the Buyer shall, at its own costs, return the Auction Lot to the Consignee, who shall receive it on behalf of the Consignor. Upon receipt of the Auction Lot, the Consignee shall deduct the relevant fees and costs incurred and refund the balance payment to the Buyer. Depending on the nature of the complaint, the Auction Lot may be returned to the Consignor at its own costs.
12.9 If the complaint cannot be resolved to the satisfaction of all the related parties, the Consignor and Buyer shall engage in good-faith negotiations to reach a fair and reasonable resolution.

 

EXTERNAL INVESTIGATION

12.10 If the investigation involves external parties such as the relevant law enforcement authorities, insurance companies, logistics providers etc, the period of investigation may be prolonged indefinitely depending on the time needed to complete the investigation, whereby the Consignee shall keep the parties updated from time to time.

13.0

INSURANCE

13.1 The Consignee represents and warrants that the Consignee shall maintain insurance coverage sufficient to compensate the Consignor for the fair market value of the Consigned Items in the event of damage due to fire, theft, or otherwise.

14.0

LOCATION OF CONSIGNED ITEMS

14.1 The Consignee agrees and acknowledges that the Consigned Items shall only be kept and stored at No. 113, 1st floor, Penang Plaza, 126 Jalan Burma, 10050 Georgetown, Penang (or any location deemed safe by Consignee).

15.0

CONSIGNOR’S REPRESENTATION

15.1 The Consignor hereby represents and warrants that the Consignor holds the full legal and/or equitable title (or has received, in writing, the authorisation to sell the Consigned Items by any necessary party/parties) to the Consigned Items.
15.2 The Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by either Party.

16.0

EXPENSES

16.1 The Consignor shall bear all expenses for shipping the Consigned Items to and from the Consignee.

17.0

NO MODIFICATION UNLESS IN WRITING

17.1 No modification of this Agreement shall be valid and enforceable unless in writing and agreed upon by both Parties.

18.0

INDEMNITY

18.1 The Consignor hereby agrees and undertakes that it shall indemnify and continue to keep Consignee fully indemnified, at any time prior and after the sale, delivery or transfer of ownership of the Consigned Item(s), against all demands, claims, liabilities, fines, legal suits, losses, damages, criminal liability, costs and expenses whatsoever that may arise or in connection with any act, default, delay, omission or non-performance under this Agreement.
18.2 Paragraph 18.1 above shall extend to include all claims made by third parties against the Consignor in relation to the sale of the Consigned Item(s).
18.3 Notwithstanding anything to the contrary and to the extent permitted by law, the Consignee’s total liability under this Agreement (whether such liability arises under contract, tort, equity, statute, probate and administration or otherwise) for any losses, damage, expense arising out of or in connection with its performance of the Agreement, and unless otherwise agreed between the parties, shall any time prior and after the sale, delivery or transfer of ownership of the Consigned Item, shall be fully indemnified by the Consignor and in no event shall the Consignee be liable for any loss (whether direct or indirect) of profits, opportunity, revenue, goodwill, use, production, contracts, anticipated saving or any special, incidental, consequential, punitive or indirect loss or damages.
18.4 The Consignor shall be solely responsible for any and all claims, judgments and liabilities resulting from any demands, claims, liabilities, fines, legal suits, losses, damages, damages, cost, expenses, or criminal liability which is due or is alleged to be resulting from the sale of the Consigned Item(s).
18.5 Apart from the contractual relationship between the Consignor and Consignee under this Agreement, the Consignee disclaims the existence of a fiduciary relationship and/or agent-principal relationship and/or duty of care owing to the Consignor.

19.0

REPRESENTATION, WARRANTIES AND ACKNOWLEDGEMENTS

19.1 The Agreement shall take effect on the date set out on the first page and continue to be in force unless terminated earlier in accordance with the terms and conditions in the Agreement.
19.2 The Consignor warrants that the Consignor will not bid for themselves at the auction nor employ any agent and/or representative to bid for the Consigned Item.

20.0

FORCE MAJEURE

20.1 In no event shall the parties be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including but not limited to strikes, work stoppages, pandemic, movement control orders, accidents, act of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of Gods, and interruptions, loss or malfunction of utilities, communication or computer (software or hardware) services.

21.0

GOVERNING LAW

21.1 This Agreement and its interpretation shall be governed by and construed in accordance with the written laws and subject to the exclusive jurisdiction of the federal and state courts located in Malaysia.
21.2 If any provision of the Agreement is held to be illegal, invalid or unenforceable in whole or in part, the Agreement shall continue to be valid as to its other provisions and the remainder of the unaffected provision. If a court declines to amend the Agreement as provided herein, the invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in the Agreement.

22.0

NOTICES

22.1 Any notice required to be served hereunder shall be sufficiently served on the Consignor if delivered to them by registered post or left at the Consignor’s address specified above. Similarly, notices to the Consignee shall be sufficiently served on the Consignee if delivered to them by registered post or left at the Consignee’s address specified above. Any notice sent by registered post shall be deemed to be given three (3) days after the date of posting, even if it is returned in the mail undelivered, provided that it is properly addressed.

23.0

TERMINATION

23.1 The Consignee reserves the right to terminate this Agreement immediately in the event:

a)   the Consigned Item(s) is/are found to be stolen and/or counterfeit and/or obtained via unlawful means at any time before or during the sale of the Consigned Item(s); and/or

b)   the Consignor does not possess the legal and/or equitable ownership of the Consigned Item(s).
23.2 In the event of Paragraph 23.1(a) above, the Consignee may lodge a report to the relevant authorities and surrender the Consigned Item(s) to the relevant authorities upon being demanded, and the Consignor shall have no further claim against the Consignee.
23.3 In the event of Para 23.1 (b) above, the Consignee may surrender the Consigned Item(s) to its legal and/or equitable owner upon production of a police report and certificate proving ownership to the Consigned Item(s) and the Consignor shall have no further claim against the Consignee.
23.4 In the event of either Para 23.1 (a) and/or (b) above, the Consignor shall have no right to recover against the Consignee the Minimum Price of the Consigned Item(s) and/or whatever damages and/or losses incurred therein.
23.5 The Consignee shall also forfeit and/or deduct all the fees received by the Consignee in relation to the auction.
23.6 This Agreement may be terminated by either Party, upon notice in writing of at least 5 working days’ notice, in the event that either the Consignee defaults on any obligation or payment of the relevant fees or indicates to the Consignor that the Consignee will not perform or that the Consignee feels that the Consigned Item(s) will not be sold.

24.0

CONFIDENTIALITY

24.1 The Parties acknowledge that the Agreement's existence and terms are regarded as confidential information. The Consignor shall maintain confidentiality of all such confidential information, and the Consignee shall not disclose any relevant confidential information to any third parties without obtaining prior written consent from the Consignor.

25.0

POST AUCTION

25.1 In the event the Consigned Item(s) is/are discovered to be stolen and/or counterfeit by the successful bidder (“Buyer”) after the auction of the Consigned Item(s), and after the expiry of the Complaint Period whereby the Consignee has released payment to the Consignor, the Consignor shall be solely liable to any criminal sanctions and/or fines that may result therein. The Consignor will fully indemnify the Consignee against all legal actions filed by the Buyer and/or third parties brought against the Consignee in the Civil and/or Criminal Courts.
25.2 The Consignee may also commence legal action against the Consignor for damages for the loss of reputation resulting from the stolen and/or counterfeit goods.
25.3 No sale shall be considered complete until the Buyer has submitted the final and full payment to the Consignee. In the event that the Consignee is unable to collect payment from a Buyer, no payment shall be made to the Consignor for the Auction Lot.

26.0

GENERAL

26.1 Time, whenever mentioned herein, shall be of the essence.
26.2 All communications made or notices given pursuant to this Agreement shall be in English.

27.0

SEVERABILITY

27.1 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

28.0

ENTIRE AGREEMENT

28.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

29.0

AMENDMENTS

29.1 No amendment or modification of this Agreement shall be valid or binding unless in writing and duly executed by both parties.

 

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION OF THE SAME HEREAFTER. BY CLICKING THE “SIGN UP” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.