IKHLAS AL DAIN SDN BHD
(201001018379/902085-X)
Lot 4.1, Level 4, Menara Lien Ho, No. 8 Persiaran Tropicana, Tropicana Golf & Country Resort, 47410
Petaling Jaya
Tel: +603-7688 1014
Email: razif.mohar@ikhlasaldain.com
Website: www.ikhlasaldain.com
[Date]
Private and Confidential
[Client Name]
[Client Address]
Attention: [Client Name]
Dear Sir,
Letter Of Offer and Acceptance: Factoring Facility
Ikhlas Al Dain Sdn. Bhd. is pleased to offer you a Factoring Facility under the Shariah contract of ‘Tawarruq and
Hawalah’ for your acceptance, subject to the terms and conditions as stated hereunder:
Client
:
[Client Name] (Co. No. [To Insert])
Hereinafter referred to as [To Insert].
Facility
:
Factoring with Recourse
Factor
:
Ikhlas Al Dain Sdn Bhd (Co. No. 201001018379 / 902085-X)
Hereinafter referred to as Ikhlas.
Customer
:
[To Insert]
Maximum Advance Limit
:
[To Insert] subject to the Disbursement Conditions as stated herein.
Factor’s Sale Price
:
[To Insert]
Factor’s Purchase Price
:
[To Insert]
Contract Title
:
[To Insert]
Contract Number
:
[To Insert]
Contract Amount
:
[To Insert]
Underlying Shariah
Principles
:
Under the Shariah concept of Tawarruq and pursuant to the Factor’s factoring
procedure, the Client will purchase the Commodity from the Factor on a deferred
payment basis and then sell the Commodity to a third party in the following manner:
1.
a.
Appointment 1:
As agent to purchase Commodity on Murabahah basis from the Factor on
behalf of the Client and to execute the Commodity Sale on behalf of Client.
b.
Appointment 2:
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
2
As agent to sell Commodity to the Purchasing Broker on behalf of the
Client.
2.
3.
4.
5.
Security and Credit Support
:
1.
2.
3.
4.
5.
6.
Name
NRIC No.
Designation
a.
[To Insert]
[To Insert]
Director
b.
[To Insert]
[To Insert]
Director
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
3
7.
Processing Fee
:
[To Insert] which is non-refundable.
The Processing Fee does not include stamp duty to be incurred under the Stamp Act,
1949.
Credit Period
:
Not exceeding 90 days from date of invoice(s).
We reserve the right to withhold utilization of any undrawn balance if any advances
made under your account remains unpaid beyond the Credit Period.
Recourse Period
:
Maximum of 90 days after expiry of the Credit Period and shall be at the sole discretion
of Ikhlas.
We reserve the right to withhold utilization of any undrawn balance if any advances
made under your account remains unpaid beyond the Recourse Period.
Administrative Fee
:
[To Insert] of the Factored Debt.
Profit Rate
:
[To Insert] per month calculated on a daily basis or such other rate as may be prescribed
by us from time to time at our sole discretion.
Rollover Fee
:
[To Insert] per month on gross invoice value which remain unpaid after expiry of the
Credit Period.
Advances
:
Up to 80% of the Factored Debt.
The margin stipulated above is subject to changes at our sole discretion.
We reserve the right to withhold any Advances at our sole discretion.
Retention Amount
:
Not less than 20% of net debtors balance.
The amount shall be retained by us and subtracted from the gross invoice value with
respect to the Factored Debt.
Ibra’
:
In the event of early settlement of the Factor’s Sale Price, the Factor shall grant the
Client a waiver (Ibra’).
Disbursement Conditions
:
1.
An Inland Transit Insurance and/or a Marine Insurance (where appropriate) is
to be purchased to insure the goods-in-transit from point of origin at the
supplier’s premises to point of delivery at Customer’s named location with
Ikhlas to be named as the sole Loss Payee in the policy.
The charges will be debited into your account at point of disbursement.
2.
All dealings with your Customers shall be done through Ikhlas for whom they
shall be properly notified.
Such notification of the factoring relationship in particular to your Customers
making direct payment to Ikhlas shall be made via a formal notification to be
arranged for all Customers.
All copies of your invoice(s) are to bear our Notice of Assignment endorsement
(as per Attachment 1) directing that the proceeds of each invoice are to be paid
to us.
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
4
3.
We reserve the right to accept Customers who would agree to the factoring
arrangement and to reject those who persistently continue to make payments to
you instead of us.
4.
Every invoice and delivery order must be duly affixed and signed by the
Customer and accompanied by a copy of Purchase Order (if any).
5.
Invoice(s) to be factored must be current (invoice date should not be more than
30 days from the date of submission) and does not exceed the credit term given
to the Customers.
Any exemption to the above clause shall be at the sole and absolute discretion
of Ikhlas.
Verification
:
We shall from time to time verify the validity of your invoices factored to us. Such
verification shall include direct confirmation from your Customers either verbally or
in writing, visits or such other method as we deem necessary.
Other Conditions
:
1.
In a case where there is a debenture incorporating a fixed and floating charge
over your book debts, we would require your Factor to obtain written consent
from the debenture holder(s) for a waiver over the said book debts.
2.
Any debt remaining outstanding after the expiry of the Credit Period is to be
settled by your Factor if Rollover to the Recourse Period is declined by us,
failing which we shall not allow any new funding.
Rollover Fee shall be imposed, in addition to the Profit Charge, until such time
where full settlement of the Factored Debt, together with all other incidental
charges, are paid
3.
A formal notification shall be arranged to the factored Customers and all copies
of invoice(s) are to bear our Notice of Assignment endorsement as per
Attachment 1 attached herein.
4.
A copy of the monthly statement raised on your factored Customers must be
submitted to us for verification.
5.
We reserve the right to conduct an audit on your Factor’s financial records prior
to the utilization of facility, if necessary.
6.
We may at any time whatsoever, upon giving notice to the Factor, vary or
amend any term or condition in the Letter of Offer and Acceptance or the
Tawarruq and Hawalah Factoring Agreement with effect from the date
specified in the said notice.
7.
Where the amount payable in respect of a Factored Debt is disputed by any
Customer for any reason whatsoever, we shall be entitled either to withhold and
retain the Advance until payment made in respect of such outstanding invoices
is received in full or to utilize the Advance to set off against such outstanding
invoices or outstanding amount(s) from any of your accounts or to treat as set-
off such outstanding charges due and owing to any of Ikhlas’s holding
companies, subsidiary companies and/or related or associated companies, and
treat such set-off as deemed payment of the Advance to you.
8.
The amount to be advanced shall be subject to review by us from time to time
based on the merits of each case.
9.
All Debts to be factored must be undisputed and not subject to the followings:
a.
Consignment / Cash Sales.
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
5
b.
Payments Terms exceeding three (3) months.
c.
Inter Company Sales.
d.
Sales involving contra items.
e.
Sales to companies controlled by the same key personnel as your Factor.
f.
Other conditional sales arrangement.
10.
Any dispute of factored invoice(s) shall be immediately chargeable against the
reserve in your current account with us.
You are to reimburse us for any returns, adjustments and modifications which
may reduce the value of your factored invoice(s).
11.
During collection from your Customers, we shall endeavour to maintain a good
relationship between your Factor and the Customers at all times.
However, the right to enforce payment under the stipulated terms of sales is our
absolute right and we shall not hesitate to enforce it where our interest in the
Factored Debt and/or any other debt is in jeopardy.
12.
A sum of not less than RM300 shall be chargeable on any application for
changes and/or variations approved by us.
13.
A sum of RM250 shall be chargeable for any application supported by a letter
in support of Financial Status / Standing.
14.
The facility shall be subject to review every 12 months from the date of our
approval or the date of our amended Letter of Offer and Acceptance (whichever
is applicable).
We reserve the right to renew or terminate the facility or amend its Terms and
Conditions as we deem fit at our sole discretion.
A minimum sum of RM500 shall be chargeable.
Additional
Conditions
:
1.
This offer is subject to further terms and conditions as may be provided in:
a.
the Drawdown Letter issued by us;
b.
the respective Tawarruq and Hawalah Factoring Agreement;
c.
Notice of Assignment;
d.
Requisition of Advance; and
e.
any other documents that we or our solicitors may require you to
execute.
2.
In the event of any conflict or inconsistency between the provisions of this
Letter of Offer and Acceptance and the respective Tawarruq and Hawalah
Factoring Agreement, those contained in the respective Tawarruq and Hawalah
Factoring Agreement shall prevail.
3.
You shall allow our authorized representative at all reasonable times to inspect
such books and records or any other documents deemed necessary by us.
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
6
4.
While this facility is in force, you shall submit your audited accounts to us for
our review no later than three (3) months after the end of each accounting year.
5.
We further reserve the right to immediately withdraw the facility granted herein
if any of your other indebtedness to us or to any third party or parties becomes
overdue in accordance with the relevant terms thereof of being declared due and
payable for whatsoever reason or your failure to make any payment in respect
thereof on the date for each payment or if due on demand when demanded or
the security for such indebtedness becomes enforceable.
6.
You agree herewith not to perform the following throughout the period of the
above facilities without prior written consent from us:
a.
Change in its control, ownership, shareholders, directors or corporate
structure and/or undertake a scheme of reconstruction or merger, which
would affect your business, assets and/or condition.
b.
Execute further legal charge and debenture in relation to borrowing
obtained from financial institution(s) for borrowings obtained by its
subsidiary/associate Factor or by any third party.
Events of Default
:
1.
On the death or resignation or bankruptcy of any of your directors/ guarantors.
2.
Change in your principal activities.
3.
Change in composition of your directors or management or shareholders.
Notices
:
1.
Any notice or communication may be in writing and may be delivered
personally, by post, telex, cable or facsimile to you at the address herein stated.
Proof of posting or dispatch of any notice or communication to you shall be
deemed to be proof of receipt:
a.
If personally delivered, at time of delivery; or
b.
If posted, on the second business day after posting; or
c.
In the case of telex or cable, on the business day immediately after
transmission; or
d.
In the case of a facsimile or email, on the business day immediately after
transmission provided that we have received a confirmation.
2.
No change in your address herein stated howsoever brought about shall be
effective or binding on us unless actual notice of the change of address has been
given to us.
Service of Legal
Process
:
1.
The service of any legal process may be given by prepaid registered or ordinary
post sent to you at the address herein stated and such legal process shall be
deemed to have duly served after the expiration of three (3) days from the date
it is posted.
2.
No change in your address herein stated howsoever brought about shall be
effective or binding on us unless actual notice of the change of address has been
given to us.
Personal Data Protection Act
2010
:
1.
You hereby give consent to Ikhlas and a credit reporting agency of its choice to
process your data and your authorized signatories and your directors, partners,
proprietors, guarantors of your Factor or business and in this respect we may:
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
7
a.
Conduct credit checks on you, your authorized signatories and directors,
partners, proprietors and/ or guarantors with any business entity for bona
fide trade checks and/or any credit reporting agencies now or at any
future time for any one or more of the legitimate purposes:
b.
Use the monitoring applications and obtain the new information and
updates on you and your directors, partners, proprietors and/or
guarantors as long as any of the legitimate interest exists;
c.
Contact you with regards to any new offerings of any related
products/services by Ikhlas and its related Group of Companies;
d.
Use your data for the purpose of statistical and marketing analysis on the
related range of product/services by us and use your data for any other
purpose necessary in the performance of our obligations under this
Letter of Offer and Acceptance and/or the respective Tawarruq and
Hawalah Factoring Agreement, at all times in accordance with the
Personal Data Protection Act 2010 and the laws of Malaysia.
2.
You hereby irrevocably agree and acknowledge that we shall have the
unconditional right to suspend, terminate or withdraw this facility in the event
the required consent from you, the directors, partners, proprietors, and
guarantors of the Factor or business cannot be secured by us to enable due
diligence processes to be conducted by us.
Conditions Precedent
:
1.
Execution and completion of all security and legal documentation.
2.
Payment of processing and legal fees including the commodity trading
brokerage fee (if any).
3.
Payment of costs, charges and expenses including any Profit and/or Rollover
Fee (if any) relating to the facility(ies).
4.
Valid contract in hand from the Federal Government or any Agency under the
Federal Government that has been obtained under e-Perolehan (eP).
5.
Your acceptance of this facility and your undertaking to factor the said
Contract(s) to us.
6.
Satisfactory credit check findings by us on you and the guarantor(s).
7.
Notice of Assignment duly acknowledged by the Customers.
8.
Such other conditions precedent as we deem fit to impose.
Required Documentation
:
1.
A certified copy of your Director’s Resolution accepting all the terms and
conditions stated in this offer as per the sample in Attachment 2 attached herein.
2.
Specimen signature forms duly completed.
3.
The respective Tawarruq and Hawalah Factoring Agreement and Guarantee &
Indemnity Agreement executed in the presence of a solicitor in our panel.
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
8
Kindly indicate your understanding and acceptance of the foregoing by signing the original copy of this letter within seven
(7) days from the date thereof, failing which we shall reserve the right to withdraw this offer.
If you have any queries, please do not hesitate to call upon the undersigned for any clarification.
We look forward to having a cordial and mutually beneficial business relationship with you.
for and on behalf of
Ikhlas Al Dain Sdn. Bhd.
______________________
RAZIF MOHAR
Chief Executive Officer
We hereby acknowledge that we have read all the terms and conditions stipulated in this Letter of Offer and Acceptance
and agree to accept the terms and conditions as stated above.
for [Client Name]
Authorised Signatory & Affix Company Stamp
Name
:
__________________________
NRIC No.
:
__________________________
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
9
Attachment 1
Invois ini telah dijual dan pindahmilik kepada
IKHLAS AL DAIN SDN. BHD.
(201001018379/902085-X)
Sila bayar terus kepada:
IKHLAS AL DAIN SDN. BHD.
(201001018379/902085-X)
RHB ISLAMIC BANK BERHAD. AKAUN NO. 26258600016485
Cawangan Kota Damansara
A/c No: 26258600016485
Ref: IKHLAS/POST/[MONTH]/[YEAR]
[To Insert]
10
Attachment 2
CIRCULAR RESOLUTION
(Pursuant to Article ____ of the Articles of Association of the Company.)
We, being a majority/all the directors of <CLIENT NAME>. do hereby RESOLVE:
IKHLAS AL DAIN SDN. BHD. – TAWARRUQ AND HAWALAH FACTORING
AGREEMENT
That the company accepts the terms and conditions as stated in Ikhlas Al Dain Sdn. Bhd.’s
Letter/s of Offer and Acceptance dated _____________ .
That the company accepts any variation of terms and conditions as stated in Ikhlas Al Dain Sdn.
Bhd.’s revised Letter/s of Offer and Acceptance.
That anyone director be and is hereby authorised to sign the Letter/s of Offer and Acceptance,
and execute all other relevant documents pertaining thereto for and on behalf of the Company in
accordance with the Articles of Association of the company.
That the Company so execute the Tawarruq and Hawalah Factoring Agreement incorporating a
power of attorney between the Company and Ikhlas Al Dain Sdn. Bhd.
That authority be and is hereby given for the execution of the Agreement and affixation of the
Company’s Seal to the Agreement in accordance with the provisions of the Company’s Articles
of Association.
That anyone Director or any person appointed by the Company be hereby authorised to sign the
Schedule of Debts offered for sale to Ikhlas Al Dain Sdn. Bhd.
Directors: ________________________ ________________________
Name: Name:
Date: ______________