Hume Industries Berhad (hereinafter defined as "Hume Industries Berhad", "we", "us", "our") provides a web site located on the Internet at http://www.humeindustries.com.my. (the "Site") that allows registered customer (hereinafter defined as "Member", "you", "your") to offer Mechanical and Electrical products or services for sale, search available products or services, post or search inquiries, engage in negotiations and close transactions with other Members and to gain access to relevant industry information and services using the Site.
- Types of Membership
There are different types of membership:
a) Ordinary Member is able to gain access to relevant industry information, news and content available on the Site.
b) Associate Member is a Buyer.
c) Professional Member can be both a "Buyer" and "Seller".
Seller is defined as a Member who offers products or services for sale or responds to an inquiry.
Buyer is defined as a Member who responds to an offered product or service, or posts an inquiry for the purchase of products or services. To become a Buyer or Seller, you may have to register by filling out a more detailed on-line application.
- Membership Eligibility
The Site is available to any qualified participants in the worldwide Mechanical and Electrical Industry who is capable of forming legally binding contracts under applicable law. Notwithstanding anything to the contrary contained in this Agreement, we may refuse to accept an application for membership in our sole discretion and/or limit a Member's use of the Site at any time in our sole discretion.
- Membership Registration
To become a Member, you must submit a completed registration form. By either clicking the "I ACCEPT" button or signing a hard copy of the application and faxing it to the number indicated, you represent and warrant:
a) that you are 18 years of age or over, and you personally are signing up as a Member,
b) or that you are signing up as a Member on behalf of an entity you have identified in the registration form and are authorized to sign for and bind that entity,
c) and the information on the registration form is current, complete, and accurate.
Member must update registration information to ensure that it continues to be current, complete, and accurate. Hume Industries Berhad reserves the right to accept or reject Member registrations. Upon acceptance of Member's registration form, Hume Industries Berhad shall provide to Member a User Name and Password.
- Acceptance of Terms and Conditions
- Access to Site
a) Member is responsible for providing all equipment necessary to access the Internet and the Site. Access to the Site requires use of Microsoft Explorer 4.0 or higher or Netscape Navigator 4.0 or higher.
b) The Site is usually available 24 hours a day, 7 days a week. However, we retain the right to make the Site unavailable from time to time for any reason. Member agrees that Hume Industries Berhad shall not be liable for any damages arising from any interruption, suspension or termination of the Site.
c) Access to and use of the Site is through a combination of a User Name and Password. Each Member will choose his or her own unique User Name and alphanumeric Password. Acceptance of a membership application by Hume Industries Berhad validates a Member's User Name and Password. The User Name and Password provide entry to the Site. No Member or other person is permitted to access the Site using the User Name and Password of any other Member.
- Use of User Name and Password
b) Member shall not provide access to the Site to other persons through use of Member's User Name or Password. The Member is solely responsible to ensure that it takes no action or omits to take action that in either case results in any other person utilizing Member's User Name or Password. Hume Industries Berhad is specifically not responsible for the use of any Member's User Name or Password by another party, except to the extent due to the gross negligence of Hume Industries Berhad.
- System Integrity
a) You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the proper working of the Site or to surreptitiously intercept or expropriate any system, data or personal information from the Site. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques.
b) Member agrees not to disclose other Members' confidential information consistent with accepted industry practices. In addition, Member agrees not to disclose Hume Industries Berhad confidential information, such as User Name and Password, even within Member's own organization, except on a need-to-know basis. Member agrees not to invade another Member's privacy. This includes, but is not limited to, the breach or attempted breach of the security of another Member's computer, software or data without the knowledge and express consent of such Member. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.
- Information Posted on Site
Member is solely responsible for information which it posts on the Site. Hume Industries Berhad does not endorse any information posted on the Site by Members or third parties. Member agrees that Hume Industries Berhad has no obligation to monitor the content on the Site, or links to other web sites, and expressly disclaims any responsibility of Hume Industries Berhad to filter any such content. However, we may take any action with respect to such information we deem necessary or appropriate in our sole discretion if we believe such information may give rise to liability to us or other parties or interfere or impair our relationship with any Member. Information posted on the Site:
a) must not be fraudulent or involve the sale of stolen items;
b) must not infringe any third party's rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
c) must not violate any applicable law, statute, rule or regulation;
d) must not be obscene, indecent or contain pornography;
e) must not be defamatory, trade libelous, threatening or harassing; and
f) must not link directly or indirectly to or include descriptions of products or services that
(i) are prohibited by this Agreement or
(ii) are concurrently listed for sale on a web site other than the Hume Industries Berhad. In addition, you may not post or sell on the Site any product or service which, by paying us our Transaction Fee, could reasonably be expected to result in a violation of any applicable law, statute, rule or regulation.
Certain content is licensed from third parties and all such third party content and all intellectual property rights related to the content belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or its content.
(i) for the fact that Member is a member of Hume Industries Berhad,
(ii) pursuant to the license granted below, and
(iii) for data derived from Transactions.
License for Member Contents
To enable us to use information provided by you in connection with the operation of the Site and the advertisement thereof by the Company without violating any rights you have in the information, Member grants to Hume Industries Berhad one of the following two types of licenses:
a) For Member Content including, but not limited to, documents, files, images or other material stored on the Site, you hereby grant Hume Industries Berhad a worldwide, royalty-free, non-exclusive license to reproduce and modify, for purposes of formatting, maintenance, or Site administration only, such Member Content. This license will be in effect until such Member Content is removed from the Site. By virtue of this license, Hume Industries Berhad does NOT obtain any right, title, or interest to any copyright, patent, trademark, or other intellectual property right in or to the Member Content.
b) For Member Content such as comments to the discussion forums, you grant Hume Industries Berhad an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such Member Content, and you also agree that Hume Industries Berhad is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. However, we will not release your name or otherwise publicize the fact that you submitted such Member Content to us unless:
(i) you grant us permission to do so;
(ii) we first notify you that the Content you submit to a particular part of the Site will be published or otherwise used with your name on it; or
(iii) we are required to do so by law. Hume Industries Berhad may establish general practices and limits on the use of any Service, including, but not limited to, limits on retention time, file size, and storage space for Member Content.
Hume Industries Berhad shall have no liability or responsibility for the deletion or failure to store any information or materials in connection with any Service. The foregoing license will terminate upon the termination of Member's membership in Hume Industries Berhad.
- Third Party Content and Links
- Termination and Expiration
a) This Agreement is effective as of the date you make use of the Site, the date a Member receives a User Name or Password authorizing access to the Site, and continues in force and effect until terminated in accordance with this Section or, in the case of a user that has not become a Member, immediately upon such users breach of any of the Terms of the Agreement.
b) Hume Industries Berhad may terminate this Agreement effective upon written (or emailed) notice to Member if Member breaches any of the terms or conditions of this Agreement that is not cured within seven (7) days after notice from Hume Industries Berhad.
c) Hume Industries Berhad reserves the right to suspend access to and use of the Site pending cure of a Member's breach.
d) Hume Industries Berhad or Member may terminate this Agreement at will, for any reason or no reason, in writing or via e-mail upon thirty (30) days notice to the other. Upon termination of this Agreement for any reason, Member agrees that, Member will:
· cease to access or to use any information obtained through Hume Industries Berhad.com.
· pay all outstanding debts to Hume Industries Berhad in full within thirty (30) days.
· honor all outstanding Transactions.
· honor all outstanding Firm Offers and/or Firm Counteroffers with third parties until, and unless, withdrawn by the Member.
- Relationship between Us and Members
- Terms and Conditions between Members
The specific terms and conditions of a Member's purchase or sale of products or services (such as pricing, warranties from Sellers, delivery, etc.) through the Site are established between Buyer and Seller, subject to compliance with the Transaction Rules. Each Buyer or Seller with whom you do business on the Site has the option to add its own terms and conditions.
Although Sellers will post products or services and Buyers will post inquiries, Hume Industries Berhad is merely a venue for Buyers and Sellers to agree upon the terms of transactions. Hume Industries Berhad does not set nor endorse the price, contract terms, quality, safety, conformance or legality of the products and services advertised or offered for sale, the ability of Sellers to sell products or services or the ability of Buyers to buy products or services. We cannot and do not control whether Sellers will complete the sale of products or services they offer. We are not responsible with respect to payment or collection for orders made and bids placed on the Site.
Sellers determine, in their sole discretion, which Buyers are authorized to do business with them, which Buyers can view their products and services and which Buyers may bid on or place orders for their products and services.
- Applicable Law
Member agrees to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to Member's use of the Site, or your ordering of, bidding on or purchase of products and services, if applicable, and posting and retrieval of information (including without limitation those governing antitrust, unfair competition, false advertising, tax and export control). Without limiting the foregoing, Members are responsible for observing all applicable tariffs and trade laws. THE PARTIES DESIRE AND AGREE TO COMPLY FULLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS. SPECIFICALLY, THE PARTIES AGREE THAT THE SITE AND THE EXCHANGE ARE NOT TO BE UTILIZED TO FACILITATE COLLUSION OR OTHER CONDUCT IN VIOLATION OF THE ANTITRUST LAWS.
- No Warranty and Disclaimer
Hume Industries Berhad provides the Site and our services "AS IS", "AS AVAILABLE", and without any warranty or condition of any kind, expressed, implied or statutory. We expressly disclaims all warranties of any kind, including, but not limited to:
a) the implied warranties of merchantability;
b) fitness for a particular purpose and non-infringement;
c) that service will be continuous, uninterrupted and/or error-free;
d) as to the quality, identity or reliability of any Buyer or Seller and whether you should do business with such Buyer or Seller, and;
e) as to the accuracy of postings made on the site by or on behalf of Seller or Buyer.
Member agrees that use of the Site and Marketplace is at member's sole risk. The Marketplace acts as the venue for Members to purchase and sell Mechanical and Electrical products and services. Hume Industries Berhad is not involved in the actual Transactions between Members. Accordingly, we have no control over the truth or accuracy of postings, the ability of Sellers to sell listed products or services or Buyers to purchase products. Because we are not involved in Member-to-Member Transactions, in the event of any dispute between you and another Member, you release Hume Industries Berhad, its agents and employees from any claims and damages of every nature (including, without limitation, actual, special, incidental and consequential), known and unknown, disclosed and undisclosed, arising out of or in any way connected with such dispute.
- Limitation of Liability
Because we are not and cannot be involved in transactions and communications between users of the Site, in the event that you have a dispute with one or more users, Member agrees that neither Hume Industries Berhad, nor any officer, affiliate, director, shareholder, agent or employee of Hume Industries Berhad will be liable to Member or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expense, or costs resulting directly or indirectly from, or otherwise arising in connection with:
a) the use of the Site by the Member, including but not limited to damages resulting from or arising from Member's reliance on the Marketplace, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Marketplace;
c) the failure, or alleged failure, of any product purchased or transferred pursuant to the Marketplace to conform to any specifications or terms, whether published on the Marketplace or not;
d) the breach, or alleged breach, of any warranty, express or implied, relating to any such product or shipment; or
e) government restriction, strikes, war, any natural disaster or force majeure, or any other condition beyond Hume Industries Berhad's reasonable control.
The limitations set forth in this section do not apply to the gross negligence or willful misconduct of Hume Industries Berhad and its affiliates (excluding Members), subcontractors, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.
Without limiting the generality or effect of other provisions of this Agreement, as a condition of membership, each Member shall, at its own expense, agree to indemnify, hold harmless, and defend Hume Industries Berhad and its subsidiaries, and each of its respective associates, sub-contractors, officers, agents, and employees against all third party claims, liabilities, damages and expenses (including reasonable attorneys' fees), incurred or allegedly incurred by Hume Industries Berhad:
a) related in any way to a transaction or dispute between Member and any third party, arising out of such Member's engagement in transactions on the Site, including but not limited to any product or service sold on the Marketplace for failure of a product to meet specifications, pricing, delivery or breach of warranty,
b) based on or caused by unauthorized access to the Site through Member's account,
c) is based on facts or alleged facts that would constitute a breach of any of Member's representations, warranties, or covenants under this Agreement, or
d) arising out of a request for Hume Industries Berhad to remove or disable access to any Member Content in or on the Site.
- Governing Law and Jurisdiction
a) Hume Industries Berhad Web Site (excluding linked sites) is operated by Hume Industries Berhad from its offices within the country of Malaysia. By accessing, or use of, this Site and any Materials or Services, you agree that the statutes and laws of the country of Malaysia shall govern all matters, without regard to the conflicts of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to the exclusive personal jurisdiction and venue of the courts of Malaysia with respect to such matters.
b) Hume Industries Berhad makes no representation that Materials or Services available on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.
- Entire Agreement
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Membership Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for references only.
- Other General Provisions