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
[Factor Name]
[Factor Address]
Attention: [Client Name]
Dear Sir,
Letter of Offer and Acceptance: Pre-Factoring Facility in Relation to Factoring Facility
Ikhlas Al Dain Sdn. Bhd. is pleased to offer you a Pre-Factoring Facility under the Shariah contract principle of
Tawarruq for your acceptance, subject to the terms and conditions as stated hereunder:
Client
:
[Factor Name] (Co. No.)
Hereinafter referred to as [To Insert].
Facility
:
Pre-Factoring
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.
The Maximum Advance Limit shall form part of the Factoring Facility Maximum
Advance Limit of [To Insert].
Factor’s Sale Price
:
[To Insert]
Factor’s Cost Price
:
[To Insert]
Contract Title
:
[To Insert]
Contract Number
:
[To Insert]
Contract Amount
:
[To Insert]
Purpose
:
Supplier Advance and Cash Advance
Any variations to the above utilisation and amount shall be subject to our written
approval.
Any unauthorised utilisation other than for the above approved purpose shall be
considered a breach of your obligations under this Facility.
Underlying Shariah
principles
:
Under the Shariah principle of Tawarruq and pursuant to Ikhlas factoring procedure,
the Client will purchase the Commodity from Ikhlas on a deferred payment basis and
then sell the Commodity to a third party in the following manner:
Ref: IKHLAS/PRE-FACT/[MONTH]/ [YEAR]
[To Insert]
2
1.
Appointment of Agency
The Client shall appoint us as your agent to perform the following tasks:
a.
Appointment 1:
As agent to purchase Commodity on Murabahah basis from Ikhlas on
behalf of the Client and to execute the Commodity Sale on behalf of the
Client.
b.
Appointment 2:
As agent to sell Commodity to the Purchasing Broker on behalf of the
Client.
2.
Purchase of the Commodity by Ikhlas from the Commodity Trader
Pursuant to the Purchase Request issued by the Client in notifying Ikhlas of its
intention to enter into a Commodity Sale whereby the Client agrees to purchase
the Commodity from Ikhlas at the Commodity Sale Price, Ikhlas will purchase
the Commodity from the Commodity Trader at the Commodity Cost Price.
3.
Purchase of the Commodity by the Client from Ikhlas
Upon confirmation that Ikhlas purchase of the Commodity from the Commodity
Trader has been concluded, Ikhlas, under the concept of Wa’ad Mulzim, shall
execute the Acceptance of Purchase Request to sell the Commodity to the Client
on Murabahah basis at the Commodity Sale Price which is payable by the Client
on deferred terms. Ikhlas acting as the Client’s agent will purchase the
Commodity from Ikhlas and execute the Commodity Sale on behalf of the
Client.
4.
Sale of the Commodity by the Client through Ikhlas as its agent
Pursuant to the Appointment of Agency, Ikhlas acting as the Client’s agent shall
sell the Commodity to the Purchasing Broker. The Net Advance Amount which
shall be equivalent to the amount of the Islamic Pre-Factoring Facility less the
payable amount as prescribed by the Factor will be credited into the account of
the Client with Ikhlas or in any other manner as agreed between the parties.
5.
Confirmation of Transactions
Upon the conclusion of the sale of the Commodity to the Purchasing Broker, the
Factor will issue to the Client the Confirmation of Transactions which forms
part of the Murabahah Sale Agreement.
Security and
Credit Support
:
1.
Pre-Factoring Letter of Offer and Acceptance denoting an offer from Ikhlas and
acceptance by [To Insert].
2.
Factoring Letter of Offer and Acceptance denoting an offer from Ikhlas and
acceptance by [To Insert].
3.
Tawarruq and Hawalah Factoring Agreement between Ikhlas and [To Insert].
4.
Tawarruq Pre-Factoring Agreement between Ikhlas and [To Insert].
5.
Letter of Undertaking issued by [To Insert] to Ikhlas.
6.
Guarantee and Indemnity by:
Ref: IKHLAS/PRE-FACT/[MONTH]/ [YEAR]
[To Insert]
3
Name
NRIC No.
Designation
a.
[To Insert]
[To Insert]
Director
b.
[To Insert]
[To Insert]
Director
7.
Assignment of contract proceeds with the invoices of [To Insert] duly endorsed
with a legend as per Attachment 1.
Processing Fee
:
[To Insert] which is non-refundable.
The Processing Fee does not include stamp duty to be incurred under the Stamp Act,
1949.
Margin of Advance
:
Up to 100% of working capital requirement.
Credit Period
:
Not exceeding 90 days from the date of Advance and/or payment to the Supplier(s) /
Beneficiary (ies).
Recourse Period
:
90 days upon expiry of the Credit Period.
Profit Rate
:
[To Insert] per month of Supplier Advance amount, calculated on a per day basis
from the date of Advance.
[To Insert] per month of Cash Advance amount, calculated on a per day basis from
the date of Advance.
Rollover Fee
:
[To Insert] per month of the balance outstanding amount, calculated on a per day
basis and charged upon expiry of the Credit Period.
Settlement of Account
:
Done by way of setting off the outstanding balance against payments from the
Factoring Invoice(s) / Contract Proceeds or repayment by funds from you, whichever
applicable.
Disbursement Conditions
:
1.
If the purpose of utilisation is for fulfillment of the Performance Bond
requirements under the Contract with the Customer, the Advance amount for the
Performance Bond shall be up to the amount as stipulated in the Letter of Offer
/ Surat Setuju Terima (SST) / any form of contractual agreement(s) between you
and the Customer.
The value and the form of the Performance Bond shall be clearly stipulated in
the Contract. If the value and the form of Performance Bond is not stipulated in
the Contract, a formal written letter from the Customer shall be obtained
stipulating the value and form of the Performance Bond.
If the actual amount required to obtain the Performance Bond is lower than the
value of the Performance Bond stipulated in the Contract, we shall have the
absolute discretion to Advance only the actual amount required to obtain the
Performance Bond.
Prior to the Advance, all supporting documents relating to the application and/or
procurement of the Performance Bond shall be duly furnished to us. All
documents furnished shall have to be to our satisfaction.
2.
If the purpose of the Advance is for payment to suppliers, the Advance amount
shall be the amount required to be paid to the suppliers as stipulated in the
purchase order/proforma invoice and/or any supporting documents provided.
Prior to the Advance, all supporting documents relating to the Advance to
suppliers shall be duly furnished to us. All documents furnished shall have to be
Ref: IKHLAS/PRE-FACT/[MONTH]/ [YEAR]
[To Insert]
4
to our satisfaction.
3.
All Advances other than for the purposes stated in point 1 and 2 herein under
the Disbursement Conditions shall be subject to our sole discretion.
Prior to the Advance, all supporting documents relating to the Advance shall be
duly furnished to us. All documents furnished shall have to be to our
satisfaction.
Other Conditions
:
1.
The Pre-Factoring Facility offered to you shall be cross collateralized with the
Factoring Facility offered to you under the terms of the Tawarruq and Hawalah
Factoring Agreement that is:
a. A default under the Tawarruq Pre-Factoring account shall be seen as a
default under the Factoring account and vice-versa.
b. In the event of a default under the Pre-Factoring account, we shall have full
recourse against all monies, proceed or balance thereof under the Tawarruq
and Hawalah Factoring Agreement.
2.
We reserve the right to conduct an audit on your financial records prior to
utilization of the Pre-Factoring Facility, if necessary.
3.
We may at any time whatsoever, upon giving notice
to you, vary or amend any
term and / or condition in this Letter of Offer and Acceptance with effect from
the date specified in the said notice.
4.
A sum of not less than RM300 shall be
chargeable on any application for
changes and / or variations approved by us.
5.
All Advances shall be at our sole discretion.
Additional Conditions
:
1.
This offer is subject to further terms and conditions as may be provided in:
a.
The Drawdown Letter issued by Ikhlas;
b.
The respective Factoring Agreement; and
c.
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 Tawarruq Pre-Factoring Agreement shall
prevail.
Conditions
:
1.
Execution and completion of all security and legal documentation.
Precedent
2.
Payment of processing and legal fees including the commodity trading
brokerage fee (if any).
3.
Your acceptance of
the Factoring Facility and your undertaking to factor the
said Contract to Ikhlas.
4.
Satisfactory credit check findings by us on you and the guarantor(s).
5.
Notice of Assignment duly acknowledged by your Customer(s).
6.
Your agreement that any balance purchase price of net debtors will gradually
pare down the amounts owing to Ikhlas on any payment of costs, charges and
expenses including any other penalties (if any) relating to the facilities.
Ref: IKHLAS/PRE-FACT/[MONTH]/ [YEAR]
[To Insert]
5
7.
Such other conditions precedent as we deem fit to impose.
Required Documents
:
1.
A certified copy of your Directors’ Resolution accepting all the terms and
conditions stated in this offer (Attachment 2).
2.
Specimen signature forms duly completed.
3.
The respective Tawarruq & Hawalah Factoring Agreement and Guarantee &
Indemnity Agreement executed in the presence of a solicitor in our panel.
4.
Any other documents that we or our solicitors may require you to execute.
This Letter of Offer and Acceptance shall be read together with the Tawarruq Pre-Factoring Agreement and Tawarruq
and Hawalah Factoring Agreement dated [To Insert] and Factoring Letter of Offer and Acceptance dated [To Insert].
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 confirm 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’s Name]
--------------------------------------------------------
Authorised Signatory & Affix Company Stamp
Name : _________________________
NRIC No. : _________________________
Ref: IKHLAS/PRE-FACT/[MONTH]/ [YEAR]
[To Insert]
6
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/PRE-FACT/[MONTH]/ [YEAR]
[To Insert]
7
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 PRE-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 authority be and is hereby given for the execution of the respective Tawarruq Pre-
Factoring Agreement and affixation of the Company’s Seal to the said 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: ______________
