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Terms and Conditions

  1. Introduction

VITAXEL SDN. BHD. ("VITAXEL") nominates the INDEPENDENT DISTRIBUTOR and the INDEPENDENT DISTRIBUTOR agrees to participate in the multi-level marketing network and direct selling system of VITAXEL. Policies and Procedures ("P&P") means the policies, as part of the Agreement, which governs how an INDEPENDENT DISTRIBUTOR is to conduct the business and defines the rights and relationship of the parties. It is available in the VITAXEL Policies and Procedure Guidelines and may be amended from time to time by VITAXEL upon notification.

  1. Application to be an independent distributor of vitaxel

2.1 Complete the application in the Independent Distributor Application Form & Agreement with the applicant's name, Mykad card No., date of birth and other particulars which will be stored in VITAXEL's system. All correspondence will be based on the information saved in the VITAXEL's system. An applicant is advised to provide complete and accurate information.

2.2 The applicant's telephone number and email address must be stated. This is necessary in the event that VITAXEL needs to contact the applicant in order to provide efficient service or other matters.

2.3 Make sure that all the details of the applicant's introducer are correctly filled.

2.4 Read all the terms and conditions carefully before signing.

2.5The applicant must sign on the Independent Distributor Applicant Form & Agreement, except for registration done on the internet.

  1. General ethics

3.1 The INDEPENDENT DISTRIBUTOR must operate his/ her INDEPENDENT DISTRIBUTORSHIP in an ethical, professional, and courteous manner. This means, among other things, the following:

3.1.1 The INDEPENDENT DISTRIBUTOR must comply with the Terms & Conditions, Policies and Agreement and with applicable law.

3.1.2 The INDEPENDENT DISTRIBUTOR must operate his/ her INDEPENDENT DISTRIBUTORSHIP honestly.

3.1.3 The INDEPENDENT DISTRIBUTOR should indicate to prospective customers and other independent distributors who the INDEPENDENT DISTRIBUTOR are, why the INDEPENDENT DISTRIBUTOR have contacted them, and what Products the INDEPENDENT DISTRIBUTOR is selling.

3.1.4 The INDEPENDENT DISTRIBUTOR shall not make false or misleading claims about potential earnings under the VITAXEL Compensation Plan or about the benefits of using VITAXEL's Products.

3.1.5 The INDEPENDENT DISTRIBUTOR may not pressure any independent distributors or prospective independent distributors to operate in a financially irresponsible way, including, but not limited to, pressuring them to buy more Products or Business Support Materials and Services than they can reasonably use or sell, or to maintain specific inventory requirements.

3.1.6 The INDEPENDENT DISTRIBUTOR must not encourage or recommend that independent distributors or prospective independent distributors incur debt in order to participate in the business.

3.1.7 The INDEPENDENT DISTRIBUTOR must explain how to return Products or cancel an order.

3.1.8 The INDEPENDENT DISTRIBUTOR must not represent to prospective independent distributors that they are required to purchase Products or Product packages to become independent distributors. Prospective independent distributors must be informed that they can sign up as customers or that they may purchase Products individually and not in Product packages.

3.2 Non Disparagement. The INDEPENDENT DISTRIBUTOR may not make any misleading, unfair, inaccurate, or disparaging comparisons, claims, representations, or statements about:

3.2.1 VITAXEL;

3.2.2 Its Products, or commercial activities;

3.2.3 Other persons;

3.2.4 Other companies (including competitors); or

3.2.5 Other companies' products, services, or commercial activities.

3.3 Harassment. The INDEPENDENT DISTRIBUTOR must operate his/ her INDEPENDENT DISTRIBUTORSHIP in a manner that is free of harassment, intimidation, threats, and abuse. Harassment of any kind will not be tolerated, including, but not limited to, race, religion, physical and verbal abuse, or soliciting, encouraging, or consummating any inappropriate or unwelcome written, verbal, electronic or physical relationships, sexual advances, requests for sexual favours, or other physical, verbal, or visual behaviour of a sexual nature, with another independent distributors, Company's employee or customer.

3.4 No Contact of Vendors or Advisory Board Independent Distributors. The INDEPENDENT DISTRIBUTOR may not contact, either directly or indirectly, VITAXEL's vendors, suppliers, advisory board Independent Distributors, basic research partners, universities, or any other advisors or consultants of VITAXEL without the prior written consent of VITAXEL.

3.5 Maintaining VITAXEL's Reputation. The INDEPENDENT DISTRIBUTOR will not act in any way, including his/ her actions outside the scope of his/ her INDEPENDENT DISTRIBUTORSHIP, which could be considered detrimental to the business or reputation of VITAXEL or its independent distributors. VITAXEL has the right to, in its sole discretion, determine what actions may be considered detrimental and take action against the INDEPENDENT DISTRIBUTOR.

3.6 Records Review. As a condition to participating as an INDEPENDENT DISTRIBUTOR, the INDEPENDENT DISTRIBUTOR grants VITAXEL the right to review any records related to his/ her INDEPENDENT DISTRIBUTORSHIP in order to investigate whether the INDEPENDENT DISTRIBUTOR has been operating his/ her INDEPENDENT DISTRIBUTORSHIP in compliance with these Policies and Procedures. VITAXEL may request to review his/ her INDEPENDENT DISTRIBUTORSHIP records at any time and for any reason. The INDEPENDENT DISTRIBUTOR must comply with any request to review his/ her INDEPENDENT DISTRIBUTORSHIP records by promptly and completely making his/ her true records available for review and taking of copies by VITAXEL.

3.7 Compliance with Laws. The sale of VITAXEL Business Support Materials and Services and the performance of any VITAXEL Business Support Services must comply with these Policies and Procedures and with all applicable laws and regulations, including but not limited to laws related to consumer privacy, data protection, do not call regulations, anti-spam regulations, and any related consumer protection laws. The INDEPENDENT DISTRIBUTOR bears full responsibility for ensuring that the INDEPENDENT DISTRIBUTOR complies with all applicable laws and the INDEPENDENT DISTRIBUTOR will be liable to VITAXEL in the event VITAXEL incurs any liability as a result of his/ her non-compliance. The INDEPENDENT DISTRIBUTOR is encouraged to consult with his/ her own legal counsel regarding his/ her compliance with these laws and regulations. While VITAXEL may review VITAXEL Business Support Materials and Services and may request modifications to such materials, VITAXEL's review of, and its permission to sell, such Business Support Materials and Services are neither legal advice from VITAXEL nor a representation in any form that the materials comply with all applicable laws.

3.8 Affordability. The INDEPENDENT DISTRIBUTOR must ensure that the quantity and cost of any Business Support Materials and Services that the INDEPENDENT DISTRIBUTOR sells to another independent distributor is reasonably related to the sales volume and Bonus level of that independent distributor. The INDEPENDENT DISTRIBUTOR may not encourage an independent distributor to go into debt to purchase either VITAXEL or VITAXEL Business Support Materials and Services.

3.9 No Selling Activity at Corporate Events. The INDEPENDENT DISTRIBUTOR may not display, promote, or sell any Business Support Materials and Services at meetings or events sponsored and conducted, in whole or in part, by VITAXEL.

3.10 Website. Although the INDEPENDENT DISTRIBUTOR may allow other independent distributor(s) to use his/ her website and assess a reasonable charge to cover his/ her costs for providing the service; the INDEPENDENT DISTRIBUTOR may not sell replicating or template websites to other independent distributors without the prior written approval of VITAXEL.

  1. Renewal of registration; revocation

4.1 The Notice of Registration will indicate the date on which such Notice of Registration Expires. The INDEPENDENT DISTRIBUTOR may not continue to use, offer, sell or perform any Business Support Materials and Services for which the Notice of Registration has expired unless the INDEPENDENT DISTRIBUTOR hasre-submitted the materials for registration with VITAXEL and have received a new Notice of Registration from VITAXEL for Business Support Materials and Services. The materials the INDEPENDENT DISTRIBUTOR wishes to renew will be submitted as part of his/ her current Application for Registration that is on file with VITAXEL and handled in accordance with the same procedure. If his/ her Application of Registration has expired, then the INDEPENDENT DISTRIBUTOR must file a new Application for Registration together with any Business Support Materials and Services that the INDEPENDENT DISTRIBUTOR wishes to renew.

4.2 VITAXEL will generate the INDEPENDENT DISTRIBUTOR's renewal membership action through deducting the amount from the E-account if there are sufficient amounts, or the INDEPENDENT DISTRIBUTOR may by using cash, credit card or other payment mode pay the Independent Distributorship renewal fees.

4.3 Notwithstanding anything to the contrary in these Policies and Procedures, VITAXEL reserves
the right to terminate and revoke any Notice of Registration at any time in its sole discretion. If the Notice of Registration is revoked, then the INDEPENDENT DISTRIBUTOR must immediately cease using or distributing the specified Business Support Materials and
Services. VITAXEL is not liable for and will not reimburse the INDEPENDENT DISTRIBUTOR for any costs incurred by the INDEPENDENT DISTRIBUTOR for the production of his/ her Business Support Materials and Services that are the subject of the revocation.

  1. Transferring and terminating his/ her independent distributorship

5.1. Transferring an INDEPENDENT DISTRIBUTORSHIP. The INDEPENDENT DISTRIBUTOR may not transfer his/ her INDEPENDENT DISTRIBUTORSHIP or any rights therein, unless the INDEPENDENT DISTRIBUTOR has received the prior written consent of VITAXEL, which will not be unreasonably withheld. VITAXEL will not consent to any proposed transfer if it determines that the proposed transfer is not substantive and is being done to avoid the requirements of these Policies and Procedures. VITAXEL will not recognize any assignment, and the transferee will have no rights until the transfer has been approved by VITAXEL. Any exceptions and waivers VITAXEL has made to the INDEPENDENT DISTRIBUTORSHIP Agreement for the benefit of an INDEPENDENT DISTRIBUTORSHIP will terminate upon the transfer unless otherwise provided in a written agreement by VITAXEL.

5.2.Transfers Upon Death

5.2.1 Individuals. If an INDEPENDENT DISTRIBUTOR is an individual, upon his/ her death, his/ her INDEPENDENT DISTRIBUTORSHIP may be passed on to his/ her heirs, or other beneficiaries whether by will, intestate succession, or otherwise. The transfer will be recognized by VITAXEL when a court order or proper legal document addressing the transfer to a qualified transferee is submitted to VITAXEL. VITAXEL encourages INDEPENDENT DISTRIBUTOR to make appropriate arrangements in consultation with an estate-planning attorney for the transfer of his/ her INDEPENDENT DISTRIBUTORSHIP.

5.2.2 Participant in a Business Entity. If the INDEPENDENT DISTRIBUTOR is a Participant in a Business Entity, upon his/ her death his/ her interest in the INDEPENDENT DISTRIBUTORSHIP will be transferred according to the Business Entity's legal documents and applicable law governing the transfer, provided that all Persons of the transferee are qualified to hold an interest in an INDEPENDENT DISTRIBUTORSHIP under these Policies and Procedures. The transfer of his/ her interest will be recognized by VITAXEL when a court order or proper legal documents addressing the transfer to a qualified transferee are submitted to VITAXEL.

5.3 Termination INDEPENDENT DISTRIBUTORSHIP

5.3 Anyone who wishes to participate in the VITAXEL multi-level marketing network and direct selling system may become an INDEPENDENT DISTRIBUTOR after submitting a completed and signed Independent Distributor Application Form & Agreement which has been accepted by VITAXEL. VITAXEL reserves the right at its sole discretion to accept or reject any Independent Distributor Application Form & Agreement without intervention of any court of justice or appropriate authorities.

5.3.1 This Independent Distributorship Agreement shall be terminated (without intervention of any court of justice or appropriate authorities) in the following situations.

5.3.1.1 When VITAXEL puts an end to it with a written notice at least 7 (seven) working days prior to the date of termination of this Independent Distributorship Agreement if for any reasons the INDEPENDENT DISTRIBUTOR conducts one of the following activities:

5.3.1.1.1 Not to comply strictly with the provisions of VITAXEL's Policies and/ or the Independent Distributorship Agreement;

5.3.1.1.2 Not to present the Independent Distributorship Card prior to introducing or marketing VITAXEL products for sale;

5.3.1.1.3 To commit serious breaches of the Independent Distributorship Agreement (including but not restricting to non-payment);

5.3.1.1.4 To provide fraudulent information about the benefits from participation in a multi-level marketing network of VITAXEL, or false information about the nature and use of VITAXEL products or about VITAXEL activities in order to entice others to participate in multi-level marketing of VITAXEL products;

5.3.1.1.5 Others case as stipulated in Malaysian laws.

5.3.1.2 When VITAXEL is in a situation that prevents the fulfilment of its main obligations in accordance with the Independent Distributorship Agreement during a minimum period of 3 (three) months due to reasons not within the control of VITAXEL; or

5.3.1.3 When the INDEPENDENT DISTRIBUTOR puts an end to it with a written notice at least 7 (seven) working days prior to the date of termination of the Independent Distributorship Agreement, with or without any reasons.

5.3.2 In putting an end to the Independent Distributorship Agreement, both VITAXEL and the INDEPENDENT DISTRIBUTOR are free from its obligations related to the Terms and Conditions in INDEPENDENT DISTRIBUTOR Application Form & Agreement in the future. Upon termination of this Agreement:

5.3.2.1 The INDEPENDENT DISTRIBUTOR shall immediately stop carrying out his/ her activities relating to VITAXEL business as well as the use of VITAXEL Name, Commercial Name, Trademarks, Brands, Logos and other intellectual properties of VITAXEL or VITAXEL products.

5.3.2.2 The INDEPENDENT DISTRIBUTOR does no longer have the status of the INDEPENDENT DISTRIBUTOR and consequently shall not carry out any actions that would create misunderstandings between VITAXEL and the INDEPENDENT DISTRIBUTOR.

5.3.2.3 Each party will immediately pay any debts owing to the other party.

5.3.2.4 VITAXEL will buy back any products that the INDEPENDENT DISTRIBUTOR purchased from VITAXEL if the products satisfy the following conditions:

5.3.2.4.1 In good condition and re-sellable in according to their initial use purpose; and

5.3.2.4.2 No more than 90 (Ninety) days commencing from the date on that the INDEPENDENT DISTRIBUTOR received the products; and

5.3.2.4.3 Products have not expired as at the date of their return within 6 months; and

5.3.2.4.4 The products are not seasonal products and/or products use in promotion.

5.3.2.5 In this case, VITAXEL shall refund the total amount money which such INDEPENDENT DISTRIBUTOR paid in order to receive products after making the deduction of administrative costs, expenses for re-storage and other administrative costs in conditions that sum of such costs no more than ten (10) percent of the paid amount and Bonus, bonuses and/ or other economic benefits which the INDEPENDENT DISTRIBUTOR has already received as a result of receipt of such products.

5.3.2.6 VITAXEL has no obligation to compensate the INDEPENDENT DISTRIBUTOR whatever the consequences linked to the end of the Independent Distributorship Agreement.

5.3.2.7 The INDEPENDENT DISTRIBUTOR must remain discreet and cannot share with or sell to VITAXEL's competitors any information that the INDEPENDENT DISTRIBUTOR can consider as VITAXEL's commercial secrets in VITAXEL's own opinion.

5.3.3 The INDEPENDENT DISTRIBUTOR will be deemed to have relinquished his/ her entitlements and/ or rights to return purchased products as stated above and call for all unsuccessfully paid bonuses and all accumulated unpaid bonuses or rewards in VITAXEL database if these are not claimed within 3 (three)months from the date of termination.

5.3.4 After termination, INDEPENDENT DISTRIBUTOR may apply to become an INDEPENDENT DISTRIBUTOR again by submitting a new Independent Distributor Application Form & Agreement after 90 (Ninety) days from the date of termination.

  1. The reservation rights of vitaxel

6.1 Based on the availability of stock, VITAXEL will sell to the INDEPENDENT DISTRIBUTOR its products in accordance with the Terms and Conditions mentioned in the Independent Distributor Application Form & Agreement and VITAXEL Policies & Procedure.

6.2 VITAXEL can at any time stop, without prior notice, stop, decrease the production or the replenishment or change the products (the packaging, the name or the product itself) and sell the products with their modifications to the INDEPENDENT DISTRIBUTOR. In this case, VITAXEL shall not assume any legal responsibility in case of losses or damages that the INDEPENDENT DISTRIBUTOR or anyone else would suffer.

6.3 VITAXEL shall enjoy absolute discretion to amend/ update/ change or delete partially in full any of the Independent Distributorship Terms & Conditions and/ or VITAXEL Policies & Procedure without the need of prior consent from the INDEPENDENT DISTRIBUTOR or the need to give prior notice to the INDEPENDENT DISTRIBUTOR. In such cases, any change is shall be based on selling practice standard and shall also be submitted and approved by the competent authorities (if required by Malaysia law) and VITAXEL shall keep the INDEPENDENT DISTRIBUTOR informed about such changes.

  1. Product price of Vitaxel products

7.1 The retail price of each product is as stipulated on the Business Support Materials of VITAXEL such as Product Price List and/or other Promotional Materials and is valid for the limited period stipulated therein.

7.2 Based on the purchases of the INDEPENDENT DISTRIBUTOR, the Compensation Plan of VITAXEL and the price and nature of the items listed on the Business Support Materials, the INDEPENDENT DISTRIBUTOR is entitled to enjoy discounts. The discounts are calculated by the VITAXEL bonus system based on the Compensation Plan of VITAXEL that is specifically dedicated to follow up the purchases of the INDEPENDENT DISTRIBUTOR. VITAXEL and the INDEPENDENT DISTRIBUTOR agree to use this plan.

7.3 VITAXEL has the right to modify or change the retail price without prior notice.

7.4 The retail price in Peninsular Malaysia includes the delivery costs to the VITAXEL's Head Quarter(s) or Business Centre(s) but may not include the delivery costs up to the INDEPENDENT DISTRIBUTOR's location. (The retail price for East Malaysia will be announced in due course.)

7.5 The INDEPENDENT DISTRIBUTOR is required to pay all outstanding payments for the Orders defined in the Independent Distributorship Agreement at the VITAXEL's Head Quarter(s) or Business Centre(s) by payment method accepted by VITAXEL. The INDEPENDENT DISTRIBUTOR is not entitled to a credit allowance unless a specific authorization is given by the authorized representative of VITAXEL. After the Order is fully paid as well as processed and confirmed by VITAXEL, the products proportion to such Order shall be conducted to hand over or deliver to the INDEPENDENT DISTRIBUTOR.

7.6 The terms of payment are a crucial clause of the Independent Distributorship Agreement. If the INDEPENDENT DISTRIBUTOR does not pay the outstanding amounts when, VITAXEL may decide to:

7.6.1 Stop supplying products until the INDEPENDENT DISTRIBUTOR pays;

7.6.2 Put an end to the Independent Distributorship in reference to the article 10 of the Independent Distributor Application Form & Agreement.

7.6.3 Take the necessary process including legal actions to collect the outstanding payments.

7.7 In the event that the INDEPENDENT DISTRIBUTOR does not pay the outstanding amounts when, VITAXEL has the right to charge an interest fee for late payment. The interest rate will be in line with the one of the Central Bank of Malaysia.

7.8 The INDEPENDENT DISTRIBUTOR allows VITAXEL to deduct at any time and without prior notice such outstanding amounts/debts due and owing by the INDEPENDENT DISTRIBUTOR to VITAXEL from the amount of earnings of the INDEPENDENT DISTRIBUTOR in accordance with the Independent Distributor Application Form & Agreement before or after the end of the Independent Distributorship Agreement. VITAXEL will however aim at giving notice to the INDEPENDENT DISTRIBUTOR before deducting any outstanding amounts or debts from the earnings of the INDEPENDENT DISTRIBUTOR.

  1. Marketing of vitaxel products

8.1 There are no minimum purchases or inventory requirements.

8.2 The INDEPENDENT DISTRIBUTOR has the right to purchase VITAXEL Products at wholesale price from VITAXEL.

8.3 The INDEPENDENT DISTRIBUTOR has to follow the VITAXEL Policies & Procedure to start his/ her own business in Malaysia.

8.4 The INDEPENDENT DISTRIBUTOR cannot make any claims about the VITAXEL Products and Compensation Plan unless such representations are contained in official company literature or on company labels of VITAXEL Products in his/ her Resident Country.

8.5 The INDEPENDENT DISTRIBUTOR has the right to purchase VITAXEL Products at the price stated by VITAXEL and agree that VITAXEL may change product prices without prior
notice.

  1. Order and delivery

9.1 The INDEPENDENT DISTRIBUTOR can purchase VITAXEL Products directly from VITAXEL Head Quarter(s) (via Pick Up or Online Shopping Services); or indirectly from VITAXEL Business Centre(s) (via Pick Up) according to the Terms and Conditions provided in this Independent Distributor Application Form &Agreement, VITAXEL Policies which shall be prepared and announced by VITAXEL from time to time.

9.2 Each Order placed by the INDEPENDENT DISTRIBUTOR will be formed as a purchase order between the INDEPENDENT DISTRIBUTOR and VITAXEL, which is an integrated part of the Independent Distributorship Terms & Conditions.

9.3 VITAXEL shall only accept the valid and completed INDEPENDENT DISTRIBUTOR Purchase Order Contract that was submitted formally by the INDEPENDENT DISTRIBUTOR. Such INDEPENDENT DISTRIBUTOR shall be responsible to provide exact and valid information as required by VITAXEL, including but not limited to code and quantity of VITAXEL products ordered, his/ her INDEPENDENT DISTRIBUTOR ID. No., recipient's name, delivery's address, shipping method and payment method.

9.4 VITAXEL does not accept orders on credit term. Orders will not be shipped or allowed to be collected until they are paid in full. Payment must be made by credit card, cash, direct debit or such other method as may be accepted by VITAXEL.

9.5 VITAXEL reserves the right for making the final decision to restrain the quantity of VITAXEL products being ordered by an INDEPENDENT DISTRIBUTOR.

9.6 A Company E-account may be issued in instances of overpayment, Product exchanges, or in other circumstances when an order cannot be completely filled. Personal Sales Volume and Group Sales Volume (or if applicable, Commissionable Sales Value), are credited when VITAXELE-account is used.

9.7 INDEPENDENT DISTRIBUTOR is required to utilise the credit in the E-account at VITAXEL Headquarter(s) personally. E-account Authorisation Form needs to be filled and signed if an INDEPENDENT DISTRIBUTOR authorised a third party to utilised the credit in E-Account on behalf.

9.8 With respect to the Pick Up, the INDEPENDENT DISTRIBUTOR is required to pick up the products by himself/ herself or by the authorized person (with a valid and registered Power of Attorney) at VITAXEL's Head Quarter(s) or Business Centre(s).

9.9 With respect to the Online Shopping Services, the INDEPENDENT DISTRIBUTOR can receive the products at his/ her office/ residence or any location stipulated in the Order and VITAXEL may impose additional delivery charges or a minimum order amount.

9.10 The INDEPENDENT DISTRIBUTOR is required to consent that the delivery of the product is done in accordance with the availability of the products in VITAXEL's stock.

9.10.1 Either on the day VITAXEL acknowledges receipt of the Orders;

9.10.2 Or on any date the product is received by VITAXEL's Head Quarter(s) or Business Centre(s);

9.10.3 Or on any date VITAXEL confirms to the INDEPENDENT DISTRIBUTOR.

9.11 In any case, the INDEPENDENT DISTRIBUTOR must accept that the delivery date is not the main clause of this Independent Distributorship Terms & Conditions. VITAXEL will not be liable in any way for any charges, losses or damages which the INDEPENDENT DISTRIBUTOR may incur as a result by a delivery delay.

9.12 All Orders, including all expenses/ costs related to receiving the products must be paid in full, processed and accepted by VITAXEL prior to releasing the ordered VITAXEL products to the INDEPENDENT DISTRIBUTOR via Pick Up and/ or Online Shopping Services.

9.13 The INDEPENDENT DISTRIBUTOR is responsible to verify that an Order is complete. VITAXEL is liable in the event of missing/ damaged products at the time of handover of the products to the INDEPENDENT DISTRIBUTOR. Nevertheless except for the situations stipulated in the warrantee Policy of VITAXEL, VITAXEL shall not be liable if any claim from the INDEPENDENT DISTRIBUTOR occurs after signature of the invoices and/ or the delivery notes.

9.14 The INDEPENDENT DISTRIBUTOR agrees that:

9.14.1 Except for the right to use or resale, VITAXEL does not give any other rights including intellectual properties rights regarding the products;

9.14.2 VITAXEL is the exclusive owner of the trademarks and brands on the products, the packaging and any other marketing tools.

9.15 VITAXEL maintains the right to change product prices from time to time and at any time without prior notice.

9.16 If so authorised and by the submission of the relevant third party authorisation form with VITAXEL, an INDEPENDENT DISTRIBUTOR may submit orders in the name of another INDEPENDENT DISTRIBUTOR to effect the purchase of Products.

9.17 If any cheque is returned for insufficient funds or if any credit card payment is reversed, INDEPENDENT DISTRIBUTOR must immediately make payment to VITAXEL for the full amount of the returned cheque or reversed credit card payment. If INDEPENDENT DISTRIBUTOR fail to promptly make such payment INDEPENDENT DISTRIBUTOR are in breach of the Contract.

9.18 INDEPENDENT DISTRIBUTOR may use another individual's credit card to order Products or VITAXEL's Business Support Materials and Services provided the relevant third party authorization forms are submitted to VITAXEL.

  1. Uncollected Vitaxel products

10.1 Administrative time and costs will be incurred by VITAXEL to retain VITAXEL Products and/or Business Support Materials purchased but remain uncollected by and/or undelivered to the INDEPENDENT DISTRIBUTOR.

10.1.1 When collection is to be made by the INDEPENDENT DISTRIBUTOR and the INDEPENDENT DISTRIBUTOR fails or neglects to collect any VITAXEL Products and/or Business Support Materials purchased from VITAXEL within seven (7) days from the date of purchase, VITAXEL will deliver the purchased VITAXEL Products and/or Business Support Materials to the address as provided by the INDEPENDENT DISTRIBUTOR at reasonable delivery charges and if such VITAXEL Products and/or Business Support Materials cannot be successfully delivered to the INDEPENDENT DISTRIBUTOR or the INDEPENDENT DITRIBUTOR fails or neglects for whatsoever reason to collect the VITAXEL Products and/or Business Support Materials from VITAXEL within six (6) months from the date of purchase; or

10.1.2.Where the INDEPENDENT DISTRIBUTOR has requested VITAXEL and VITAXEL has agreed to deliver any VITAXEL Products and/or Business Support Materials to the INDEPENDENT DISTRIBUTOR but VITAXEL is unable to deliver such VITAXEL Products and/or Business Support Materials to the INDEPENDENT DISTRIBUTOR due to an incorrect or incomplete delivery address or the unavailability of the named recipient at the address as provided by the INDEPENDENT DISTRIBUTOR, of the the INDEPENDENT DISTRIBUTOR fails or neglects to collect the VITAXEL Products and/or Business Support Materials from VITAXEL within six (6) months from the date of purchase,

Then all of such VITAXEL Products and/or Business Support Materials shall be deemed to have been delivered to and accepted by the INDEPENDENT DISTRIBUTOR upon the expiry of the aforesaid period of six (6) months, whereupon the INDEPENDENT DISTRIBUTOR shall be deemed to have irrevocably and unconditionally,

10.1.3 Waived, relinquished and surrendered all rights, title and interest in and to such VITAXEL Products and/or Business Support Materials or to a refund of the purchase price or any part thereof under the Policies and Procedures; and

10.1.4 Authorized VITAXEL and VITAXEL shall be entitled at its absolute discretion, without any liability or further reference, notice or account to me, to dispose of or deal with any such VITAXEL Products and/or Business Support Materials in any manner as VITAXEL deems fit or expedient, including without limitation the donation of such VITAXEL Products, Business Support Materials and/or goods exchanged therefor for charitable and/or humanitarian purposes.

  1. Retail sales and customer returns

11.1 Products purchased by the INDEPENDENT DISTRIBUTOR from VITAXEL may only be sold to retail customers, used for Product demonstrations, or for his/ her own personal use. The INDEPENDENT DISTRIBUTOR is authorized to resell Products which the INDEPENDENT DISTRIBUTOR purchases from VITAXEL to retail customers. Subject to the provisions herein below, the INDEPENDENT DISTRIBUTOR may establish his/ her own retail prices for Products and may keep all of the profits the INDEPENDENT DISTRIBUTOR earns from retailing the Products to his/ her retail customers. VITAXEL has established suggested retail prices for products based on competitive pricing in each market. Maintaining retail pricing for non- independent distributors helps to preserve the value of VITAXEL's Products and business opportunity. VITAXEL may take disciplinary measures, including possible termination of an INDEPENDENT DISTRIBUTORSHIP, in the event VITAXEL determines that an INDEPENDENT DISTRIBUTOR resells Products at price levels that impair the viability of bona fide retail pricing for other independent distributors. The selling of VITAXEL's Products in the market below VITAXEL's INDEPENDENT DISTRIBUTOR wholesale price in that market is strictly prohibited.

11.2 The INDEPENDENT DISTRIBUTOR may not sell or distribute Products to Persons, who intend to resell the Products, or have resold Products in the past. The INDEPENDENT DISTRIBUTOR are prohibited from selling to Persons, either directly or indirectly, who ultimately

11.2.1 Resell the Products through a retail store,

11.2.2 Resell the Products over the Internet, regardless of the form of Internet distribution channel, unless it has been approved by VITAXEL in writing,

11.2.3 Import the Products into an Unopened Country, or

11.2.4 Use any other method of distribution that violates the primary purpose of his/ her direct selling business and that of VITAXEL. The INDEPENDENT DISTRIBUTOR must take reasonable steps to ensure that Persons who purchase Products from the INDEPENDENT DISTRIBUTOR do not intend to violate the money ‐back Guarantees, Customer Refunds, and Exchanges for INDEPENDENT DISTRIBUTOR's Retail Customers.

11.3 Product Return and Exchange by INDEPENDENT DISTRIBUTOR

11.3.1 VITAXEL reserves the right to reject any returned goods if in good faith the defect is due to wrong handling by the INDEPENDENT DISTRIBUTOR and not due to manufacturing or quality matters.

11.3.2 All returns shall be subject to the validation of presented proof including but not limited to the original invoices issued by VITAXEL, complete original packaging with item code sticker and product tag and in good condition as at purchased. VITAXEL reserves the right to reject repetitive returns.

11.3.3 In case of returns, the INDEPENDENT DISTRIBUTOR will sign a joint receipt with the representative of the Business Centre(s) or the person in charge of this type of transactions in VITAXEL's location.

11.4 Product Return and Exchange by Retail Customer

11.4.1 The INDEPENDENT DISTRIBUTOR must offer a 10 (ten) working days money‐ back guarantee to his/ her retail customers. This means that the INDEPENDENT DISTRIBUTOR must, for any reason and upon request, give a full refund of the purchase price to the retail customer. The only requirement is that the retail customer must request for the refund within 10 (ten) working days after the date of delivery of the Products and return the unused portion of the Product. The INDEPENDENT DISTRIBUTOR must make a refund for returned Products within 10 (ten) working days of the retail customer's request. VITAXEL encourages the INDEPENDENT DISTRIBUTOR to honour his/ her retail customers' requests for refunds or Product exchanges even if made more than ten working days after the date of delivery of the Products.

11.4.2 If the INDEPENDENT DISTRIBUTOR's retail customer purchases a Product directly from him/ her, and the INDEPENDENT DISTRIBUTOR's retail customer returns the Product to the INDEPENDENT DISTRIBUTOR for a refund, then the INDEPENDENT DISTRIBUTOR is responsible for, and must provide the retail customer with, a refund without any reimbursement from VITAXEL. VITAXEL encourages the INDEPENDENT DISTRIBUTOR to honour his/ her retail customer's request for refunds even if made more than 10(ten) working days after the date of delivery of Products.

11.4.3 If the retail customer purchases a Product directly from the INDEPENDENT DISTRIBUTOR, and retail customer returns the Product to the INDEPENDENT DISTRIBUTOR for a Product exchange, then the INDEPENDENT DISTRIBUTOR is responsible for the Product exchange, and VITAXEL will only replace the exchanged Product if returned within 30(thirty) days from the date of purchased by the INDEPENDENT DISTRIBUTOR or if the Product is defected.

  1. Refund

12.1 Pursuant to the refund policy in the Policies and Procedures and subject to any special terms disclosed at the time of purchase, unless otherwise required by applicable laws, VITAXEL Malaysia will refund ninety percent (90%) of the amount paid by the INDEPENDENT DISTRIBUTOR , plus applicable tax if prepaid, less applicable Bonuses, on marketable (namely, unopened and resalable) VITAXEL Products sold by VITAXEL Malaysia that are returned within 6 (six) months of the order date of the VITAXEL Products and/or Business Support Materials .

12.2 This same policy does not apply, however, to Medical Products, which must be returned within 90 (ninety) days of the order date. All Medical Products returned should not expire in less than three (3) months.

12.3 VITAXEL does not refund the original shipping costs on Products that the INDEPENDENT DISTRIBUTOR returns.

12.4 In order for VITAXEL to correctly deduct the applicable Bonuses on returned Products, the INDEPENDENT DISTRIBUTOR must keep the original sales order invoice. The INDEPENDENT DISTRIBUTOR must provide the original sales order invoice to VITAXEL at the time the INDEPENDENT DISTRIBUTOR requests for a refund.

12.5 The INDEPENDENT DISTRIBUTOR may also return individual Products that are purchased as part of a kit or package. The form of the refund will be based on the original form of payment such as a bank transfer or a credit card charge.

12.6 Instead of a refund, VITAXEL may choose other alternatives such as a Product credit. The return of Products may affect the INDEPENDENT DISTRIBUTOR's eligibility to receive Bonuses and his/ her pin level, and if Bonuses have already been paid on the returned Products, then VITAXEL will deduct such Bonuses as set out above.

12.7 VITAXEL does not provide refunds for Products or Business Support Materials and Services purchased from another independent distributor. The INDEPENDENT DISTRIBUTOR must seek a refund directly from the independent distributor who sold the INDEPENDENT DISTRIBUTOR such Products or Business Support Materials and Services.

  1. Bonus payout

13.1 The INDEPENDENT DISTRIBUTOR must provide a copy of his/ her valid MyKad card (for Malaysian) or Passport (for non-Malaysian) together with a copy of a Malaysia bank passbook or Malaysia bank account details if the INDEPENDENT DISTRIBUTOR intends to have his/ her bonuses paid via bank transfer. If the INDEPENDENT DISTRIBUTOR does not provide such documents together, bonuses will be credited to the INDEPENDENT DISTRIBUTOR's E-account and can be used by the INDEPENDENT DISTRIBUTORs as a method of payment for future purchases.

13.2 Bonuses are payable to all local banks (CIMB Bank Berhad, Hong Leong Bank Berhad/ Hong Leong Finance, Malayan Banking Berhad, Public Bank Berhad/ Public Finance Berhad, RHB Bank Berhad).

13.3 Bank charges per transaction are based on prevailing rate as determined by the respective bank and shall be borne by the INDEPENDENT DISTRIBUTOR. VITAXEL will deduct the said fee from
the INDEPENDENT DISTRIBUTOR's bonus automatically upon transferring.

13.4 Monthly bonus which is less than RM50 will be credited to Independent Distributor's E-account for further purchases.

13.5 VITAXEL will not be liable for any loss or damage and/ or costs and expenses incurred as a result of incorrect information given with regards to the INDEPENDENT DISTRIBUTOR's bank details.

13.6 VITAXEL will also not liable for any banking transaction chargers and/ or administration fee imposed by the bank according to the relevant BANK NEGARA guidelines for transactions with the INDEPENDENT DISTRIBUTOR. The charges will be deducted from the INDEPENDENT DISTRIBUTOR's bonuses.

  1. Taxes and other financial obligations

14.1 Each INDEPENDENT DISTRIBUTOR assumes his/her own responsibilities regarding the payment of personal income tax, health and social insurance and other taxes in accordance with the laws in Malaysia. It is important to establish and maintain a proper set of books and records for business of the INDEPENDENT DISTRIBUTOR and VITAXEL has the right to request the INDEPENDENT DISTRIBUTOR to provide such documents or any documents for justifying the payment of taxes and other financial obligations by the INDEPENDENT DISTRIBUTOR.

14.2 The INDEPENDENT DISTRIBUTOR agrees that VITAXEL has the rights:

14.2.1 To declare to the local competent authorities in Malaysia the transaction details done between VITAXEL and the INDEPENDENT DISTRIBUTOR;

14.2.2 To withhold personal income tax from Bonus, bonuses and other economic benefits payable to INDEPENDENT DISTRIBUTOR and pay such tax amount to local taxation offices as stipulated in applicable laws;

14.2.3 To request the INDEPENDENT DISTRIBUTOR to provide proper name, permanent address and tax payer identification number or other necessary information for the purposes of administration system or for reporting reasons;

14.2.4 To reveal any information to any person about the INDEPENDENT DISTRIBUTOR under the conditions that this would facilitate the payment of the debts of the INDEPENDENT DISTRIBUTOR towards VITAXEL;

14.2.5 To share/disclose INDEPENDENT DISTRIBUTOR's personal information including but not limited to INDEPENDENT DISTRIBUTOR's income/earnings under the requirement of local competent authorities if requested.

  1. General clauses

15.1 The Independent Distributorship Terms & Conditions is made on an equality basis and with the will of both VITAXEL and the INDEPENDENT DISTRIBUTOR. Both VITAXEL and the INDEPENDENT DISTRIBUTOR hereby agrees and commits to fully and strictly adhere to all Terms and Conditions of the Independent Distributor Application Form & Agreement and also VITAXEL's Policies.

15.2 The INDEPENDENT DISTRIBUTOR hereby agrees and undertakes fully and effectively to indemnify and keep indemnified VITAXEL, its independent distributors, officers, managers, directors, employees and agents after as before the termination of their Independent Distributorship hereof for and against all damages or injuries to rights property and/ or persons, losses, claims, demands, expenses (including legal and professional expenses), costs and liabilities which VITAXEL may at any time incur arising from or in connection with the appointment as a distributor or the usage of VITAXEL's products thereof or as a result of any and all breaches by the INDEPENDENT DISTRIBUTOR of the obligations hereunder or as a result of the INDEPENDENT DISTRIBUTOR's relations with his/ her customers and other third parties or any other provisions of the Independent Distributorship Terms & Conditions.

15.3 VITAXEL will not be liable for any special, indirect, direct, incidental, punitive, or consequential
damages, including loss of profits, arising from or related to the breach of the INDEPENDENT DISTRIBUTORSHIP Agreement or other agreements between the parties. INDEPENDENT DISTRIBUTOR agree that the entire liability of VITAXEL for any claim whatsoever related to his/ her relationship with VITAXEL, including but not limited to any cause of action arising in INDEPENDENT DISRTIBUTOR Agreement, tort, or equity, will be limited to the cost of VITAXEL Products that INDEPENDENT DISTRIBUTOR have purchased from VITAXEL Malaysia.

15.4 The INDEPENDENT DISTRIBUTOR as a distributor or end consumer of VITAXEL's products agrees and commit to compensate VITAXEL for all damage or injuries to rights property and/ or persons, losses, claims, demands, expenses (including legal and professional expenses.) cost and liabilities which VITAXEL may at any time incur due to serious breaches by the INDEPENDENT DISTRIBUTOR of the Independent Distributorship Terms & Conditions as well as VITAXEL's Policies or bad relations with clients or others during and after the execution VITAXEL business.

15.5 The INDEPENDENT DISTRIBUTOR, as a self-employed person, shall be fully responsible for all his/ her business activities. The relationship between VITAXEL and the INDEPENDENT DISTRIBUTOR under this Independent Distributorship Agreement is that of an independent distributor and the INDEPENDENT DISTRIBUTOR will not assume any obligations or make any representations on behalf of VITAXEL or any company related to VITAXEL except to state that it is VITAXEL's Independent Distributor. Neither party is the employee, agent, broker, authorized distributor, legal/ authorized representative nor shall partner of the other; and nothing in this Independent Distributorship Agreement shall create any such relationship between VITAXEL and the INDEPENDENT DISTRIBUTOR.

15.6 This Independent Distributorship Agreement is strictly between the INDEPENDENT DISTRIBUTOR and VITAXEL. The rights and obligations of the INDEPENDENT DISTRIBUTOR can be transferred and sold to another person on a ‘willing buyer willing seller' basis..

15.7 Any judicial announcement or information related to the Independent Distributorship Agreement and to be communicated to and between both VITAXEL and the INDEPENDENT DISTRIBUTOR must be done by writing and sent by registered mail to the parties' address mentioned in the Independent Distributorship Application Form &Agreement.

15.8 The laws of Malaysia shall govern the Independent Distributorship Agreement. In the event that any dispute arises in connection with the Independent Distributorship Terms & Conditions, the Parties shall resolve such dispute by negotiation and amicable conciliation. If no resolution of the dispute could be reached within 30 (thirty) days from the date on which the dispute arises, either Party may refer the dispute to Malaysian competent Court.

15.9 The Independent Distributorship Agreement shall be effective from the date that it is signed by the INDEPENDENT DISTRIBUTOR and approved by VITAXEL.

15.10 The original statements of VITAXEL are written in English. The English language text shall prevail in the event of a conflict between the English version and the translated version.

15.11 The information is correct at the point of printing; VITAXEL reserves the right to make any changes without prior notice.

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