Terms of Sale for Corporate Purchase

Last update: 20th April 2022

These Terms of Sale for Corporate Purchase (“Terms”), on the basis of the Website Terms of Use , apply to your purchases on [https://b.hihonor.com/my] with all relevant sub-domain names (“Website”) and form an integral part of the Contract you, as represented by your competent representative, enter into with [ HONOR TECHNOLOGY (MALAYSIA) SDN. BHD.], having its registered office at [Level 17, West Wing, The Icon, No.1, Jalan 1/68F, Off Jalan Tun Razak, 55000 Kuala Lumpur.] and registered under the law of [Malaysia] (“we”, “us”, “our” or “HONOR”. You and HONOR may be individually referred to as a “Party” or be collectively referred to as “Parties”).
Please read these Terms carefully so that you are aware of your rights and obligations. You can save or print these Terms for your future reference. We shall also save the text of the entire Contract and make it available to you upon your request. We reserve the right to change, modify, add or remove portions of these Terms at any time. It is your responsibility to check these Terms periodically for changes.

1. PARTNER CERTIFICATION

1.1 You must register an HONOR account and log in with your HONOR account to go through our partner certification process. You will only be permitted to purchase on this Website once your HONOR account is certified. You can register an HONOR account here.
1.2 In order to be certified as our partner, you shall [complete and submit business registration information, business financial information, and contact persons information to initiate the partner registration].
1.3 You shall keep your username and passwords as secret and confidential. You are responsible to either transfer the authorization of your account to the successor of your representative or de-certify your account if the authorization to operate your account by your representative is withdrawn or terminated for any reason. HONOR is not responsible for scrutinizing the authority or competence of your representative, and any result of action, inaction or conduct of any kind operated by your account will be attributed to you directly.

2. FORMATION OF CONTRACT

2.1 Please follow the instruction on this Website to place an order. Each order is a binding offer by you to buy the goods specified in the order (“Product”) subject to these Terms.
2.2 Contracts will only be entered into through this Website and upon your acceptance of these Terms. No other terms are implied by trade, custom, practice or course of dealing.
2.3 You can place orders for Products directly on our Website with the price shown therein. In addition, we also provide the opportunity for you to make inquiry to HONOR. We will review your inquiry after your submission. If we accept your inquiry, you may proceed with the purchase process without prejudice to Clause 2.6. Otherwise, we may make a new quotation based on your inquiry. Should you be satisfied with our new quotation, you may proceed with the purchase process without prejudice to Clause 2.6.
2.4 The order process on our Website allows you to check and amend typing errors before submitting your order. Please check the order carefully before confirming it. You shall be responsible for ensuring that your order is complete and accurate. Under no circumstance will HONOR be liable to your typographical error.
2.5 After you place an order, you will receive an email from us acknowledging that we have received it, which does not mean that your order has been accepted by us.
2.6 Once we have processed your order and prepared it for shipping, we will send you an email stating that we have accepted your order, which will include the shipment details (“Acceptance”). Before you receive HONOR’s Acceptance, you have the right to cancel your order and terminate the contract. The contract between you and us will only be formed when we send you the Acceptance (“Contract”).
2.7 If we are unable to supply you with the Products for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
2.8 Your Contracts with HONOR will solely be concluded in [English].

3. PRICES AND PAYMENT

3.1 HONOR’s sales prices are listed in this Website and include all duties, fees, and other charges applied upon sales by HONOR, including VAT (if applicable).
3.2 All prices and information in this Website or the quotation made by us in accordance with Clause 2.3 are intended to be accurate and complete; however, in certain situations pricing and other errors may occur. You shall have no right to rely upon a price that is obviously or materially lower than the prevailing purchase price for that product or service. In the event that HONOR’s published price for a product or service is obviously or materially lower than the prevailing purchase price due to HONOR’s pricing error, we have no obligation to sell at that price and shall be entitled to cancel the Contract with you before shipment and delivery even after HONOR’s Acceptance.
3.3 Unless otherwise stipulated in this Website and in the order process, HONOR’s delivery and administration charges are included in the final price payable for the products. Any charges or fees that will be added to the product price will be visible to you during the order process and before you place the order.
3.4 Payment shall be made by any payment methods offered in this Website. Any refunds to you will be made to the same card or through the same payment method you used when making the original payment.
3.5 You hereby guarantee that all credit/debit cards used for payment transfer are duly registered and opened as corporate account. HONOR will not be obliged to and responsible for any personal payment behavior represents the personal card holder himself/herself nor any personal procurement used for the purposes other than those stated herein and without your authorization.
3.6 Each order must be paid for in advance of delivery by any methods offered in this Website. Products will only be shipped after HONOR’s verification of your payment.
3.7 You are solely liable for payment of any fees charged by your bank, card issuing company or other provider of your selected payment option.

4. DELIVERY AND INSPECTION

4.1 Upon arrival of the Products at the destination specified in the Acceptance, you shall receive such Products without any delay. If you do not receive the Products in a timely manner, you shall be subject to bear the warehousing cost or other fees or expenses resulting from such delay. In addition, we may resell part of, or all the Products and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products
4.2 The risk of loss of or damage to the Products will pass to you when the Products are delivered to the address designated in the Contract. Your failure to receive the Products in due time shall not affect the time point when the risk is passed to you prescribed in the preceding sentence.
4.3 You may conduct inspection on the quantity, the package and the appearance of the delivered Products and shall notify the result thereof in writing to HONOR within three (3) business days from the date of the arrival of the Products. Where you fail to do as provided above, such delivered Products shall be deemed to have passed the inspection at the end of the time period stated.
4.4 Your order can only be delivered to a designated address in [MALAYSIA].

5. PRODUCT WARRANTY

5.1 ALL PRODUCTS PROVIDED BY HONOR ARE PROVIDED TO YOU ON “AS IS” BASIS AND WITHOUT ANY OTHER WARRANTY OTHER THAN THOSE HEREIN CONTAINED. Except for the warranty referred to in Warranty Policy and domestic consumer protection law, HONOR, to the fullest extent permitted by law, disclaims all other warranties, including any implied warranties of merchantability, fitness for a particular purpose, any warranty arising from course of performance, course of dealing or usage of trade and any statutory warranties of non-infringement.
5.2 If a Product is defective or not in conformity with the Contract, we may choose to have your product either repaired or replaced. You can email us at [my.support@hihonor.com] or contact our Customer Services team by telephone on [1800-88-5645] to make a claim regarding non-conformity Product.
5.3 We will not address your request if any situation of the following occurs:
a. You make any further use of the Product after giving notice to us under Clause 4.2;
b. The defect arises as a result of following any drawing, design or specification supplied by you;
c. You alter or repair the Product without our written consent;
d. The defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
e. The Product differs from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 You shall be solely responsible for any claims, warranties or representations made by any third party other than as stated in Clause V.
5.5 You hereby agree to waive the right to withdraw from the Contract without reason.

6. YOUR INDEMNIFICATION TO HONOR

6.1 You shall indemnify, defend and hold HONOR harmless from any costs or damages (including attorneys’ fees) resulting from third party claims against HONOR arising from or in relation to:
a. Your misuse of any Product provided by HONOR;
b. Your use of any Product not provided by HONOR but used in combination with HONOR Products, if such claim would have been avoided by the exclusive use of the HONOR Products;
c. Your (including your representative’s) breach of any of its obligations under these Terms; or
d. products or services provided by you.

7. REPRESENTATIONS AND WARRANTIES

7.1 You and your representative represent and warrant to HONOR that:
a. You are a corporation duly incorporated and existing under the laws of the place where it is registered and has full power and authority to enter into Contract with HONOR and to perform its obligations herein contained;
b. That it has received all necessary authorizations, consents and licenses required to enter into Contract with HONOR; and
c. No covenant or restrictions will be applied or invoked after the conclusion of the Contract with HONOR. HONOR shall not be liable for breach of this warranty.
7.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, HONOR DOES NOT GIVE ANY REPRESENTATIONS, WARRANTIES OR UNDERTAKINGS IN RELATION TO THE PRODUCTS. ANY REPRESENTATION, CONDITION OR WARRANTY WHICH MIGHT BE IMPLIED OR INCORPORATED INTO THESE TERMS BY STATUTE, COMMON LAW OR OTHERWISE IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, HONOR WILL NOT BE RESPONSIBLE FOR ENSURING THAT THE PRODUCTS ARE SUITABLE FOR YOUR PURPOSES.

8. LIMITATION OF LIABILITY

8.1 References to liability in Clause VIII include every kind of liability arising under or in connection with the Contract you enter into with HONOR, including but not limited to liability in Contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in these Terms limits or excludes the liability for:
a. death or personal injury caused by negligence;
b. willful conduct or gross negligence;
c. fraud or fraudulent misrepresentation; or
d. any other liability that cannot be limited or excluded by law.
8.3 HONOR will under no circumstance be liable to you for:
a. any loss of profits, sales, business, or revenue;
b. loss or corruption of data, information or software;
c. loss of business opportunity;
d. loss of anticipated savings;
e. loss of goodwill; or
f. other indirect or consequential loss of any kind.
8.4 HONOR HEREBY DISCLAIMS ANY AND ALL LIABILITY TOWARDS YOU, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCTS LIABILITY OR STRICT LIABILITY) OR OTHERWISE. IN CASE HONOR WOULD NEVERTHELESS BE CONSIDERED LIABLE TO YOU, SUCH LIABILITY SHALL BE LIMITED PER CALENDAR YEAR TO DIRECT DAMAGES, AND TO AN AMOUNT EQUIVALENT TO ONE HUNDRED PERCENT (100%) OF THE TOTAL VALUE OF THE CONTRACT THAT GIVES RISE TO THE CLAIM FOR ALL CLAIMS IN AGGREGATE.

9. TERMINATION

9.1 Without prejudice to our rights, we may suspend the supply or delivery of the Products to you, or terminate the Contract with immediate effect by giving written notice to you if:
a. You commit a material breach of these Terms or the Contract and fail to remedy that breach within 5 days of you being notified in writing to do so;
b. You fail to pay any amount due under the Contract on the due date for payment;
c. You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
d. Your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
9.2 Termination of the Contract shall not affect each party’s rights and remedies that have accrued as at termination.

10. FORCE MAJEURE

10.1 Neither you nor HONOR shall be liable for non-performance of any of its obligations under the Contract due to any event which could not reasonably have been foreseen and avoided and is beyond reasonable control, including acts of God, sabotage, riots, fires, floods, epidemic, earthquakes, piracy, wars, typhoons, explosions, labor unrest, or labor shortage, strikes, freight embargoes, shortage of raw materials or components, terrorism, nuclear incidents, but excluding lack of authorizations, licenses, or approvals necessary for the performance of the Contract (“Force Majeure Event”).
10.2 A Party (“Affected Party”) seeking relief from its obligations under the Contract based on a Force Majeure Event shall, as soon as possible and in any event within fifteen (15) days after it becomes aware of such event, give written notice to the other Party (“Unaffected Party”) of the circumstances constituting the Force Majeure Event and shall keep the Unaffected Party informed of the progress in resolving the Force Majeure Event. The Affected Party shall be liable for losses resulting from its failure to give notice which could have otherwise been avoided.
10.3 The Affected Party shall take all reasonable steps to minimize the adverse effects of the Force Majeure Event on the performance of its obligations under the Contract and to resume the performance of such obligations as soon as the Force Majeure Event ceases.
10.4 If the Force Majeure Event continues for more than ninety (90) days, either Party may, upon thirty (30)-day prior written notice, terminate the Contract. The termination of Contract by reason of Force Majeure Event shall become effective at the date when the notice of the termination is duly given to the other Party.

11. EXPORT CONTROL

11.1 You shall comply with all applicable export control laws, regulations, administrative orders and other related requirements.
11.2 You warrant that none of the Products will be sold or otherwise transferred, or made available to any party, by it or its Affiliates directly or indirectly, for end use prohibited or restricted by applicable laws, including use of nuclear, biological or chemical weapons or missiles, weapons of mass destruction or use in support of terrorism.
11.3 You or your Affiliates shall not directly or indirectly export, reexport, transfer (in country) any Products to any military end users, or for any military end use.

12. ANTI-MONEY LAUNDERING

12.1 For the purpose of building the healthy and robust financial compliance environment, you shall comply with all applicable domestic and international laws or regulations as regards economic sanctions, anti-money laundering (“AML”) and counter-terrorism financing(“CTF”).
12.2 None of the funds provided or to be provided by you under the Contract shall be from, directly or indirectly, a sanctioned person, or in connection with any activity that violates applicable laws or regulations.
12.3 You further ensure that neither you nor any of your subsidiaries, directors or officers, affiliates, agents or employees shall be a Sanctioned Person, or is owned or controlled by a Sanctioned Person, or has engaged in any activity or conduct which would violate any applicable AML and CTF Laws in any applicable jurisdiction.

13. DISPUTE RESOLUTION

13.1 Any dispute, controversy, difference or claim arising out of or relating to the Contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by the courts in Malaysia.
13.2 Nothing in Clause XIII shall prevent or delay HONOR from seeking or obtaining conservatory or interim relief from any court or administrative or regulatory body of competent jurisdiction at any time.

14. GOVERNING LAW

This Agreement shall be governed by and construed pursuant to the substantive laws of Malaysia without reference its conflict of laws rules.

15. MISCELLANEOUS

15.1 Non-assignment
Except as otherwise provided under these Terms or the Contract, you shall not transfer by way of novation or otherwise, any of your rights and obligations in whole or in part, without written consent from us.
15.2 Change Control
No variation, amendment, modification or alteration of the Contract will be binding unless made in writing and signed by both Parties.
15.3 Severability
If any provision of these Terms or Contract is determined to be invalid or unenforceable in whole or in part by any court of competent jurisdiction, such provision shall be deemed to be deleted and shall not invalidate or render unenforceable the remaining provisions of these Terms or Contract. The Parties shall use all reasonable endeavors to replace the invalid or unenforceable provision by a valid provision with effect nearest to the provision being replaced.
15.4 No Waiver
The failure to exercise or delay in exercising any right or remedy provided by these Terms, by the Contract or by law shall not constitute or be construed as a waiver of that right or remedy or a waiver of any other right or remedy.