Company Profile - updated November 2015

No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, PJ, Malaysia

HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340 eMail: [email protected]

www.DIQS-CO.com

Company Profile

of

Diana Inspection & Quality Services (Private Limited)

Main company contact:

No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, Petaling Jaya, Malaysia

Headquarter: (+60) 3 7496 5906 Main e-Mail : [email protected] Website: www.DIQS-CO.com

mailto:[email protected]



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Company Introductory

Legal Status Limited

Date of Establishment 22nd October 2012

Head Office No. 1160, Block A2, Leisure Commerce Square, No. 9, Jalan PJS 8/9, 46150, Petaling Jaya, Malaysia

Phone Number HQ : (+60) 3 7496 5906 HP : (+60) 12 605 4340

Fax (+60) 3 74965906

E-mail [email protected]

Web site www.DIQS-CO.com

Countries of activities World Wide

Company Registration Number 1021817-X

Banking Details Account Number: 14400010226055 Bank Name: CIMB Bank Berhad Branch: Universiti of Malaya (UM) Account Type: Current Account SWIFT Code: CTBBMYKL

Directors (Founders) M. J. Asl / A. Ahmadi

H/P: (+60) 126054340 Email: [email protected]



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Introduction

DIQS has established in 2012 in Malaysia with world-wide network of qualified experts to ensure prompt availability for performing the tasks assigned to.

DIQS is an international independent and impartial company providing globally certification, inspection, quality control, monitoring services and technical consultancy for naval, on-shore, off-shore and industrial plants and products, in addition to our re-sourcing department activities to supply quality approved goods to our direct clients. We have wide spread our wings in Malaysia, Singapore, Indonesia, South Korea, India, Turkey, China, Japan, Iraq, Pakistan, United Arab Emirates, Qatar, Oman, Saudi Arabia, United States of America, Canada in addition to more than 10 countries in Europe. Strategies

Vision DIQS aims to be its client’s best sister in quality and meet their satisfaction by exceeding their requirements in most accurate services and fastest possible time.

Mission

DIQS’s mission is to provide the highest-quality inspections/services in covered regions. We succeed at this because of the integrity of our inspectors and support staff, our commitment to being respectful and considerate of our clients and of each another, and our passion for Continuing Education for learning the newest innovations of our industry.



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Business concept

Since we know the importance of quality of products in addition to our client’s requirements, we do offer our best and reasonable world-wide price rate(s) base on each specific received offer (one-off, short-term and long-term projects)

Services

Quality Control (QC)

Quality Assurance (QA)

3rd Party Inspection (TPI)

Pre-Shipment Inspection (PSI)

Marine Inspection

Construction/Field Inspection

Non-Destructive Testing (NDT)

Consulting

Project Expedition

Project Control

Corrosion Monitoring

WPS/PQR/WQT

Storage/Pressure Tank Inspection

Blasting & Painting Inspection

Under Ground and Sub-Sea Wrapping Inspection

Material/Instrument/Electrical/Mechanical Testing supervision and Inspection

Factory Audit

Advising, Sourcing and supplying products to Oil/Gas industry world-wide in addition to other industries

Holding company official selling and buying agency to/from certain regions and certain products



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DIQS-Co World-wide: Asia: Malaysia (HQ), Thailand, Taiwan, Singapore, China, Vietnam, S. Korea, Japan, Indonesia, Pakistan, India, Azerbaijan, Uzbekistan, United Arab Emirates, Qatar, Oman, Saudi Arabia, Iraq, Iran Europe: East to West Europe Africa: South Africa, Egypt America: North to South Our Main and Well-Known Clients: PETRONAS (Malaysia) NIOC (Iran) NIDC (Iran) COBALT ENERGY (USA) HALLIBURTON (USA) HALLIBURTON (Malaysia) IOEC (Iran) HYUNDAI (Korea) CHEVRON (USA) SHELL (Malaysia) DEAWOO (Korea) MALAYSIAN RUBBER BOARD (Malaysia) Other inspection companies (SGS, TUV, IEI, 2R-Engineering,

INSPECTEAM, etc.)

Thank you for taking the time t o go through this business profile. If there are any questions or

comments feel free to contact us.



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Sample Cooperate Agreement (It will be change regarding different countries and companies rules/terms)

CONTRACT OF COOPERATION

(Draft Copy Only) 1. Parties to the contract This contract is made between Diana Inspection & Quality Services Sdn. Bhd. represented by Mr. Mansour Jabbareh Asl hereafter called “DIQS-Co” and …………………………….. represented by Mr./Ms. …………………………. Hereafter called “mention your company abbreviation”. 2. Subject of the contract Mutual Cooperation to perform inspection offers in both countries (Malaysia & XXX) and any other location. 3. Rules and regulations 3.1 It is understood that the rules and regulations governing the legal aspect of pre-shipment

activities is set by Institute of Standards and Industrial Research of (country) and Central Bank of the (country) and must follows and fulfill on related offers.

3.2 It is understood that from the perspective of XXX and YYY, both “DIQS-Co” and “YYYY” are regarded as one and the same and both shall be liable and accountable for performance in any panel of inquiry.

3.3 It is understood that all PSI jobs shall be performed by contractors in accordance with guidelines and instructions as stipulated in (country) PSI Manual and all subsequent amendments as set forth by the Contractor.

4. Responsibilities 4.1 “DIQS-Co” responsibilities are:

4.1.1. To furnish the latest versions of (country) PSI manual and the (country) rules and regulations applicable to “Pre-shipment Inspection” and “Verification of Conformity” of the goods imported to (country).

4.1.2. To market the inspection services of “Contractor” to potential clients. 4.1.3. To refer pre-shipment inspection nominations to contractor. 4.1.4. To provide information regarding the client’s requirements, applicable regulations

and scope of work required. 4.1.5. To provide technical assistance to the contractor to the extent possible. 4.1.6. To try and protect the rights of the “Contractor” against any claims that may arise in

full cooperation and assistance of the “Contractor”. 4.1.7. To maintain a Professional Liability insurance coverage.



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4.2 “Contractor’s” responsibilities are: 4.2.1. To market pre-shipment inspection with suppliers in their geographic areas. 4.2.2. To execute pre-shipment inspection assignments referred by the “DIQS-Co”. 4.2.3. To perform the inspections in a professional manner as defined by the rules and

regulations stipulated in article 3 of this contract. 4.2.4. To maintain constant communication with the “DIQS-Co” regarding the jobs

referred. 4.2.5. To be accountable for all inspections performed whether resulting in issue of

certificate by “Contractor”, DIQS-Co or any other DIQS-Co’s related sub-contractors.

4.2.6. Obtain Professional Liability Insurance independently or as extension of DIQS-Co’s existing policy. All such costs shall be borne by the contractor.

5. Inspection and Certification 5.1. Inspections shall be managed and performed by qualified personnel whose training,

education and experience bears relevance to tasks assigned. 5.2. Inspections shall be conducted in accordance with the following in the order of priority:

5.2.1. Rules and regulations of the Institute of Standards and Industrial Research of (country).

5.2.2. Rules and regulations of the Central Bank of (country) 5.2.3. Product specific rules and regulation, Ministry of Agriculture’s Veterinary

Organization, etc. 5.2.4. Guides, rules and best practices set forth by international standardization

organizations or professional associations such as ISO, FOSFA, GAFTA, IFIA and etc.

5.3. Certification may be performed by both parties on contractor’s letterhead based on the formats suggested by the contractor and amended by the “DIQS-Co” upon necessity.

6. Geographic areas covered under contract It is agreed that DIQS-Co shall render services on behalf of contractor in China, Korea, Japan, Malaysia, Indonesia, Singapore, Taiwan, Thailand, Vietnam, Pakistan and India and XXXXX will render the offers in Turkey. 7. Fees 7.1. The fees shall be calculated based on each particular job order and should be confirmed

before start any inspection activities. 7.2. Due to different geographical locations, there will be different charge rates, and the latest

confirmation on each job offer will be valid. 7.3. Fee payable by the sellers/suppliers shall be collected by the “DIQS-Co” and fees payable by

the buyers shall be collected by contractor. 7.4. Payments between two parties must be in USD or Euro (currencies), ONLY. 7.5. Payments must be transfer at most after a period of 30 days of each monthly invoice. There

is a penalty of increasing 1.5 percent per month (of total amount) for late payments (after 30 days).

7.6. Each party must pay its side’s banking charges. (e.g. bank commission, transferring fees, exchange to country currency, etc.)



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8. Performance Bond Guarantee 8.1. If as a result of DIQS-Co’s action the Contractor is ruled to pay damages by ISIRI, whether or

not the PBG with the Central Bank of (country) is called upon the DIQS-Co agrees to immediately reimburse Contractor for the exact sum equal to which has been ruled against verified of ISIRI ruling.

8.3. If as the results of DIQS-Co’s actions, Contractor is ruled to suspend its operations for a period of time, the DIQS-Co agrees to compensate Contractor for the losses borne. The amount of loss will be calculated based on the “DIQS-Co” earning during the last fiscal year in similar period of time.

9. Settlement of disputes Both parties agree to try to settle any disputes through amicable negotiations. In the event that such negotiations are not concluded within 90 days the following procedures shall be implemented: 9.1. The matter will be referred to arbitration in accordance with the rules of Commercial

Conciliation and Arbitration of the International Chamber of Commerce, located at Kuala Lumpur, Malaysia.

9.2. The place of arbitration shall be in Kuala Lumpur, Malaysia. 9.3. The “Terms of Reference” for arbitration are:

9.3.1 Regulations of The Institute of Standards and Industrial Research of (country) and Central Bank of (country) regarding the responsibilities of the independent inspection companies.

9.3.2 Letter of Credit and any subsequent amendments made thereto as presented to the inspection company by the importers.

9.3.3 The Performa Invoice (PI) as delivered to the inspection company by the importer. 9.3.4 Any technical documents or instructions delivered to Inspection Company by the

importer and approved by the seller. 9.3.5 The field inspector’s reports at the origin evidencing quality / quantity / packing

inspection and supervision of loading of the goods and any discrepancies witnessed against specifications stated in the documents as specified in articles 9.3.2, 9.3.3, 9.3.4 and actions taken to rectify the discrepancy at origin.

9.3.6 Photographs of the goods inspected / loaded at the origin if applicable and unless local regulations prohibited of Origin.

9.3.7 Certificates of Analysis for quality determination of goods at origin when applicable.

9.3.8 Field inspector’s report at destination and evidencing quality / quantity / packing inspection and any discrepancies witnessed against specifications stated in the documents as specified in articles 9.3.2, 9.3.3, 9.3.4.

9.3.9 Photographs of the goods inspected at destination. 9.3.10 Certificates of Analysis for quality determination of goods at destination when

applicable. 9.3.11 Certificate of Origin 9.3.12 Letters of indemnity (if applicable) 9.3.13 Commercial Invoice 9.3.14 Transport documents such as Packing List, B/L, TBL, FBL, AWB, Railway Bill,



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etc. 9.3.15 Destination Country Customs documents such as Warehouse receipts, Custom

Clearance certificates and Custom’s Non-conformity documents where applicable.

9.3.16 ICC UCP 600 and Incoterms 2010 and any subsequent versions as approved and agreed between parties and stipulated in their sales documents.

9.4. Both parties agree to appoint and introduce one judge on their respective behalf, the two judges select a head judge for arbitration.

9.5. Both sides agree to introduce their judges within 30 days from the date receiving notice of arbitration. Should either party fail to introduce their judge within the 30 days, the other party’s appointed judge will be automatically appointed as the head judge.

9.6. Both sides agree to regard the final arbitration ruling as final, binding and the basis for settlement.

10. Duration of the contract This contract shall be valid for one year effective date signed and shall be renewed automatically unless terminated by either party as per article 11 of this contract. 11. Termination of the contract In the event that either party decides to terminate this contract a 2 month advance Notice of termination must be presented in writing to the other party. In such event both parties agree to continue accepting inspection appointments for the next two months, after which all pending inspections are to be completed according to the mutually agreed upon procedures. Both parties shall remain bound to the terms of this contract until all pending orders have been completed and settled to the mutual satisfaction of both parties. This contract is prepared in two copies consisting of 11 articles, each party keeps one copy and all have same validity for implementation.



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SAMPLE OF PURCHASING AGENCY AGREEMENT

This agreement (“Agreement“) is made this … day of …., 20.., by and between , with its principal

place of business at referred to XXXXXXX Company in #### hereinafter as “Buyer,” and Diana

Inspection & Quality Services, with its principal office at Kuala Lumpur-Malaysia, hereinafter

referred to as “Agent.”

WHEREAS, Buyer intends to use the services of Agent as its purchasing representative when

Buyer makes purchases of the merchandise listed in the attached Exhibit A;

WHEREAS, Buyer and Agent wish to formalize the method by which they will transact business

so as to ensure that both Buyer and Agent will act in this manner in the future;

NOW, THEREFORE, it is agreed that, to the extent services are requested and thereafter

rendered to Buyer by Agent, such services shall be rendered strictly in accordance with the terms

of this Agreement.

1. Appointment and Authorization of Buying Agency

Buyer hereby appoints Agent as its exclusive buying agent of the merchandise listed in Exhibit A,

(the “Merchandise”) as may be mutually agreed upon by Buyer and Agent in Malaysia and/or

other countries mentioned later on as may be agreed upon from time to time (the “Territory”),

effective from the date written above, to continue until the expiration of sixty days (60) from the

date of mailing by either party to the other at any time, by registered mail or certified mail, of

notice of cancellation of this Agreement.

Agent hereby accepts this appointment and agrees to act as same according to the terms and

conditions as set forth in this Agreement. Agent agrees that it shall be entitled to no

compensation after the termination of this Agreement, except for Commissions (as defined below)

on any orders placed by Buyer through Agent prior to termination and shipped after termination.

Services by Agent

Agent hereby accepts the appointment described herein and agrees to perform any or all of the

following services to the extent necessary to meet Buyer’s needs, including:

Advise Buyer of styling, marketing, supply and manufacturing aspects of Buyer’s proposed

purchase of merchandise to be imported into any country designated by Buyer.

From time to time attend fairs and research the market on behalf of Buyer to call to the attention

of Buyer all new and interesting merchandise as it becomes available.

Solicit offers to sell such merchandise to Buyer, procure samples of the merchandise to be

delivered in a manner specified by Buyer, and develop estimates and establish prices for the

export supplier’s selling price (e.g. F.O.B. port of exportation) to Buyer in U.S. dollars and/or



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Euros.

Assist Buyer when its representatives visit the various manufacturers and/or suppliers to

negotiate contracts or review production.

Act as translator for Buyer’s representatives at meetings with sellers and at other times and

places where such service is necessary.

Translate information furnished by Buyer and transmit such information to manufacturers so that

merchandise can be produced in accordance with Buyer’s specifications.

Exercise no control of the price of merchandise procured for Buyer except to seek the lowest

possible price for the benefit of Buyer and assist Buyer in the negotiation of purchase contracts at

competitive prices and on competitive terms. Any such contracts shall remain subject to Buyer’s

final approval.

In strict conformity with instructions and terms issued by Buyer, forward to manufacturers, on

behalf of Buyer, Buyer’s orders with and/or purchase for merchandise from export suppliers.

Agent shall ensure that the invoices prepared in connection with such orders and/or purchases

conform to Buyer’s established invoicing procedures and other Buyer Compliance Program(s). In

instances where the commercial invoice for merchandise procured by Agent for Buyer is on

Agent’s letterhead, the actual invoice from the manufacturer-seller must be provided to Buyer at

time of shipment.

Inform in writing all sellers that Buyer is the actual entity for whom the merchandise is to be

purchased. In no case will Agent act as seller on any purchase made by Buyer, but will act only

as the Buying Agent of Buyer. At all times Agent will act only upon the written instructions from

Buyer and in the best interests of Buyer.

Provide to Buyer the location, phone number and fax number of each factory where merchandise

is to be produced together with a factory description, including an inventory of equipment located

therein.

For each purchase order, the Agent shall confirm that the factory has the capacity and capability

to produce the merchandise ordered by Buyer and that the factory conforms to Buyer’s Code of

Conduct and cargo security requirements. Agent shall also confirm receipt of a completed

Factory Profile which has been evaluated and approved.

At Buyer’s Request, arrange for the shipment of merchandise from the delivery point specified in

Buyer’s purchase contract to each designated port of entry in the designated destination country.

Where merchandise is sold under terms other than “F.O.B. port or exportation,” ensure that

Buyer’s nominated forwarder provides documentation evidencing all freight and insurance

charges, as well as all other charges paid on account of Buyer.

In accordance with the Instructions from buyer, use its best efforts to seek the best settlement for

Buyer of claims against manufacturers.

Ensure that manufacturers arrange for shipment of merchandise, and in that regard use its best

efforts to ensure that manufacturers make truthful and accurate preparation of all necessary

export documentation, including, but not limited to, certificates, forms, statements and any other

information necessary for exportation, in accordance with the terms of the relevant purchase

orders and in accordance with the Buyer’s security procedures. Agent’s failure to conduct such

inspections and verify compliance with Buyer’s cargo security requirements will constitute a

material breach of this agreement and negligence by the Agent.

Upon request and subject to specific instructions of Buyer, arrange for and supervise the

consolidation of shipments in order to reduce shipping costs.



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Ensure that the genuine and true origin of all merchandise subject to this agreement is reflected

on the country or origin declaration(s), including any textile visas required to accompany the

shipment. As part of this function, Agent shall verify purchase and receipt of raw materials and,

on regular basis, conduct random periodic inspections of work in process. Agent shall inspect

finished products on a random basis, on a statistically valid basis, prior to packing, to ascertain

that the merchandise meets the specifications, quality and packaging as required in Buyer’s

purchase order or other duly executed written instructions, verify country of origin, ensure proper

labelling of the merchandise, confirm that no child, prison, or forced labour was used in the

manipulation of the merchandise, and follow-up to make sure that the merchandise is produced

and shipped according to schedule. In the event that the entry of merchandise is denied on the

grounds of an incorrect origin declaration, Buyer shall be entitled, at is discretion, to withhold any

commission due Agent for such shipment.

Should Buyer fail to accept deliver of any merchandise for whatever reason, Agent shall use

reasonable endeavours to prevent the relevant manufacturer from disposing of the rejected

merchandise without removing labels, brand names or markings (logos) attached to such

merchandise which relates to Buyer.

The Agent shall perform the services rendered under this Agreement in compliance with the laws

of destination country and any other country having jurisdiction, and in compliance with the rules

and regulations of the Customs Services in such jurisdictions.

3. Letter of Credit Requirements

Certain orders or group of orders placed by Buyer may be accompanied by an Irrevocable Letter

of Credit issued in the name of Seller in an amount sufficient to cover the purchase price of the

merchandise as defined in this Agreement. The terms and conditions of each Irrevocable Letter

of Credit will be determined by Buyer, and any actions undertaken or representation made by

Agent with respect to the Letter of Credit is subject to the written approval of Buyer.

4. Invoicing Requirements

Agent shall ensure that any invoices in connection with orders and purchases handled by Agent

shall contain accurate and complete descriptions of the merchandise, the names of the

appropriate suppliers, the country of origin and meet all other requirements set forth by Buyer. In

addition, Agent shall ensure that the designated supplier provides an invoice evidencing that the

merchandise was produced for the account of, or was sold to, Buyer. Agent shall ensure that it

provides to Buyer the original certified seller’s invoice to accompany every shipment into the

Designated Country.

5. Non Trans-shipment of Merchandise

Agent agrees to familiarize itself with the Customs laws and regulations in Buyer’s importing

jurisdictions relating to country of origin and trans-shipment of goods; and Agent warrants that it

will diligently use its best efforts to verify the origin of all merchandise purchased with the

assistance of Agent hereunder, and shall use its best efforts to ensure that all manufacturers’

statements (whether on invoices, single or multiple country declarations or otherwise) as to the



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country of origin of merchandise purchased by Buyer with the assistance of Agent hereunder are

accurate and in compliance with the Customs laws of the importing jurisdiction. Agent warrants

that no shipment has been illegally trans-shipped from any country.

6. Communication with Customs Authority

Agent agrees to notify Buyer immediately of any direct communication it, or Buyer’s Suppliers,

receives from any Customs service or authority in conjunction with the procuring of Buyer’s

merchandise, and to respond to such communication in substance and in form only as instructed

by Buyer.

7. Buyers Right to Reject Merchandise

Buyer reserves the sole and exclusive power and right to accept or reject purchases proposed by

Agent. Agent is not authorized to, and shall not, enter bids which may bind Buyer; nor shall

Agent otherwise hold itself out as having power to bind Buyer, except as Buyer may specifically

authorize in writing. All purchases shall be subject to acceptance or rejection by Buyer.

8. Provision of Assists to Manufacturer by Agent

Agent certifies that it will not furnish to the manufacturers any dies, molds, patterns, artwork,

printing plates, engineering work, labour, financial assistance (except as provided below) or

otherwise assist in production of the goods without the advance approval of Buyer. The cost of

such items must be fully and properly disclosed on the invoice covering the purchased

merchandise.

9. Definition of “Purchase Price”

As used in this Agreement, the term “Purchase Price” shall mean the export supplier’s F.O.B.

foreign port of exportation selling price unless a different pricing method is agreed to in writing by

Buyer and the export supplier.

10. Compensation to Agent

In consideration of the services provided hereunder to Buyer by Agent, as Purchasing

Representative, Buyer agrees:

to pay Agent a commission equal to four percent (4%) of the FOB price of any Ordered

Merchandise received by the Buyer. The amount of the Commission is subject to change by

written mutual agreement. Such commission shall be billed to Buyer by Agent on a separate

invoice and shall be payable by Buyer to Agent fifteen (15) days after invoice issuing date and

upon submission the purchase order.

To have the full responsibility for disclosing the terms of this Agreement and the payment of

Commissions hereunder to the appropriate importing jurisdiction.

To reimburse Agent for the cost incurred by Agent for producing samples forwarded to Buyer at



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Buyer’s request provided that any shipment of samples to Buyer is accompanied by an invoice

reflecting all such costs. In instances where the buyer provides Agent with any assists (including,

but not limited to raw materials, trims or other components) required to procure these samples,

the cost of any assist must be reflected in the declared value for Customs.

Buyer shall be responsible for all requested courier and trip expenses as per provided invoice

which will include the exact paid amount for round trip tickets and accommodation.

The payment referred to in this section shall represent the entire compensation for Agent for

services rendered on behalf of Buyer. Agent shall not be entitled to any further compensation or

reimbursement.

Agent shall be responsible for all expenses incurred in connection with the performance of its

services hereunder, including overhead expenses, office rental expenses, and any other sales,

advertising, promotional or operational expenses.

11. Responsibilities of Agent

Agent shall be responsible for all expenses incurred in connection with the performance of its

services hereunder, including, by way of example, overhead expenses, rental expenses, and any

other sales, advertising, promotional or operational expenses.

12. Compensation of Agent Limited to Amounts Paid by Buyer

Agent warrants that it has no ownership interest in, or any control of, or any financial interest in

any manufacturer making the merchandise to be purchased by Buyer with the assistance of

Agent hereunder, shall not permit such relationship to be established during the term of this

Agreement, shall not share Commissions with any such manufacturer, and shall not (except as

provided in this Agreement) receive or accept any remuneration from any such manufacturer.

Agent shall not share the compensation provided for herein with any manufacturer under any

circumstances. In the event that Agent is offered compensation from a vendor and fails to notify

Buyer, such failure to notify shall constitute a breach of this agreement and will be grounds for

termination.

Agent further warrants that it shall not maintain inventory of the merchandise in its capacity as

Agent and shall not buy for its own account.

Notwithstanding the foregoing, Agent may recommend to Buyer one or more export suppliers

which, in certain instances, may be affiliated with Agent subject strictly to the requirement that

Agent shall have disclosed to Buyer in advance in writing the existence and nature of any such

affiliation. Further, notwithstanding the foregoing,

Agent may, upon receipt of Buyer’s prior written consent, be compensated by a supplier for

administrative services performed by Agent on behalf of supplier, provided the full details of the

arrangement are disclosed and agreed to by Buyer.

13. Confidential Information

Each party, its affiliates and employees and its attorneys shall hold in confidence and not use or

disclose, except as permitted by this Agreement, (i) confidential information of the other party or

(ii) the terms of this Agreement, except upon consent of the other party pursuant to, or as may be

required by law, or in connection with regulations or administrative proceedings and only then



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with reasonable advance notice of such disclosure to the other party. Notwithstanding the

foregoing, Agent may make disclosure of confidential information at the direction of Buyer as

may be necessary in performing its obligations hereunder in good faith and with due diligence

provided that reasonable precautions are taken to protect the confidentiality of the information.

14. Warranty of Capacity to Enter into Agreement

Each party warrants to the other that it has full right, legal capacity and authority to enter into and

perform this Agreement and that it will indemnify and hold harmless the other party for any breach

of this warranty.

Agent further warrants represents to Buyer that Agent is serving as a buying agent pursuant to

this Agreement and is not functioning as a principal; Agent further represents that the

commissions are true buying commissions and that Agent shall not take any action inconsistent

with this Agreement the effect of which would be to result in the Commissions being or becoming

part of the dutiable cost of the goods purchased by Buyer with Agent's assistance as herein

provided.

15. Modification of Agreement

This Agreement supersedes all previous agreements between Buyer and Agent. This Agreement

may be amended, modified, superseded or cancelled, and any of the terms, covenants,

representations, warranties, or conditions hereof may be waived, only by a written instrument

executed by Buyer and Agent.

Warranties or conditions required by this agreement may be waived, only by a written instrument

executed by Buyer and Agent or, in the case of waiver, by a written instrument executed by the

party waiving compliance. The failure of any party at any time to require performance of any

provisions hereof shall in no manner affect the right of that party at a later time to enforce such

performance. No waiver by any party of the breach of any term, covenant, representation or

warranty contained in this Agreement as a condition to such party’s obligations hereunder shall

release or affect any liability resulting from such breach, and no waiver of any nature, whether by

conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a

further or continuing waiver of any such condition or breach or as a waiver of any other condition

or of any other term, covenant, representation or warranty of this Agreement.

16. Buyer’s Right to Indemnification

Agent agrees to indemnify and hold harmless the Buyer, its affiliates, and their respective

officers, directors, employees, and customers from any and all losses or damage, including

attorney’s fees, if any, with respect to any suit, claim, demand or other processing arising from

the failure of Agent to strictly comply with any of the terms of this agreement, including the

Agent’s negligent performance or failure to perform its obligations hereunder.

17. Termination of Agreement

This Agreement shall continue until terminated by either party on written notice to the other party,



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whereupon:

All rights and obligations of the parties hereto shall cease and terminate except as to rights and

obligations accrued prior to the date of such termination, including rights and obligations under

outstanding import contracts not yet performed.

Agent shall turn over to Buyer all originals and copies of contracts and other information in

Agent’s files relating to arrangements made by Agent with suppliers of merchandise to Buyer (it

being understood that all such contracts and other information shall be treated by Agent as

confidential and shall not be disclosed by Agent to any third party).

18. Choice of Law

This Agreement has been executed in accordance with, and shall be governed by, the laws of

Malaysia and (country).

19. Notice Requirements

Any notices or communications required hereunder shall be in writing and either delivered

personally to Buyer or Agent, or mailed by Registered Mail (mailed notices shall be deemed given

when duly mailed), as follows:

If to Agent, to:

5-18-2, Phase 2, Pantai Hillpark, Jalan Pantai Murni, 59200, Kuala Lumpur, Malaysia

ATTN: [Mr. Mansour Jabbareh Asl]

or e-Mail to: [email protected]

If to Buyer, to:

___________

___________

___________

ATTN: [____________]

and/or to such other address as hereafter shall be furnished pursuant to this section.

20. Entire Agreement

This Agreement is the entire agreement between the parties hereto with respect to the subject

matter hereof. The parties make no representations to each other except as are expressly set

forth herein. All paragraph headings are for reference only and do not constitute legally

enforceable provisions of this agreement.

21. Assignment of Rights and Obligations

Neither party shall have any liability whatsoever to the other or be deemed to be in default of this

mailto:[email protected]



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Agreement as a result of any delay or failure in performing its obligations hereunder to the extent

that any such delay or failure arises from causes beyond the control of that party including, but

not limited to, acts of God, acts or regulations of any governmental or supra-national authority,

war or national emergency, accident, fire, riot, strikes, lock-outs, and industrial disputes.

Nothing in this Agreement shall create a partnership or joint venture between the parties hereto

and, save as expressly provided in this Agreement, neither party shall enter into any engagement

or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or

oblige the other party hereto.

a. Agent shall not assign its rights or delegate its duties under this Agreement unless otherwise

agreed in writing.

b. Notwithstanding Clause 21a, Agent shall have the right, in its sole and absolute discretion, to

appoint any of the Agent’s branches or wholly owned subsidiaries or associated companies to

assist Agent in discharging its duties under this Agreement.

22. Dispute Resolution

Any and all disputes or claims arising hereunder shall be resolved by and in accordance with and

governed by the laws of Malaysia and (country), applicable to contracts made and to be wholly

performed therein without regard to its conflicts of law rules. The parties hereby irrevocably

submit to the exclusive jurisdiction of International Chamber of Commerce (Malaysia or (country)

office) or absent subject matter jurisdiction in that court, suits or proceedings arising in connection

with this Agreement. All such proceedings are to be conducted in the English language in

Malaysia or Farsi in (country).

Company Profile - updated November 2015

Documents

Transcript of Company Profile - updated November 2015