4. PAYMENT
4.1 For the performance of the Services the Company shall pay the Contractor the Services Fees whose details are set out in Schedule 1 attached herewith, which is an integral part of this Agreement.
4.2 The Company shall pay the Contractor the Services Fees hereunder on a monthly basis. On 5th day of each calendar month, the Contractor shall calculate the Services Fees for the Services performed in the previous calendar month, issue and send an invoice to the Company. The calculation of the Services Fees must be made based on the quantity on the incoming Goods and the quantity of the outgoing Goods in the calendar month. The Company shall pay the Contractor the Services Fees within thirty (30) days after the Company receives and certifies the invoice. If the payment date is coincided with the Company’s holiday, such payment shall be made in the Company’s next workday.
4.3 The Services Fees in Clause 4.1 are inclusive of the all service costs, the labor (employee) cost and any other expenses related to the performance of the Services except fuel and rental cost for Fork lift, but the Services Fees in Clause 4.1 are exclusive of value added tax.
5. RIGHTS AND OBLIGATIONS
Company
5.1 The Company shall attempt to provide the Contractor on a timely basis with such information about the nature and the manner in which the Goods should be handled, their nature, and precautions that should be taken which the Company knows or ought to know are of importance to the Contractor.
5.2 The Company shall have the right to instruct, suggest or specify at all time during the term of this Agreement and the Contractor agrees to comply with such instruction, suggestion or specification for the Services under this Agreement.
5.3 If the Company finds out that: (i) Contractor’s employee behaves inappropriately; or (ii) Contractor’s employee conducts his work in the manner that might cause damage to the interest or the reputation of the Company or the danger to the public, the Company shall have the right to request the Contractor to remove Contractor’s employee from the performance of the Services hereunder within three (3) days after Contractor’s receipt of the Company’s request. Contractor’s failure to remove its employee according to the Company’s request shall be a ground for the Company to terminate this Agreement forthwith.
Contractor
5.5 The Contractor shall receive, store, process the Goods in accordance with the Job Descriptions and the Workflow as described in Schedule 4 attached hereto, which is an integral part of this Agreement.
5.6 The Contractor shall not pledge, retain or in any way of transfer title to the Goods by way of security for any indebtedness. The Contractor shall not cause the Goods to be subject to any encumbrance.
Upon receipt of any Goods from the Company hereunder, the Contractor hereby expressly agrees that the Contractor shall not obtain any right of retention over those Goods in its possession. Upon expiration or termination this Agreement, the Contractor shall return the Goods in its possession to the Company even if the issue of the outstanding Services Fees or any other issue between the parties has not been resolved yet by the parties.
5.7 The Contractor shall provide the Company with activity reports, in forms reasonably accepted to the Company, upon request or at such intervals as may be agreed upon, in writing.
5.8 The Contractor shall procure (i) the qualified, competent, knowledgeable and skillful employees in the quantity for each category and according to the details as described in Schedule 2 attached hereto, which is an integral part of this Agreement and (ii) the equipment/tools suitable for performance of the duties to perform the Services hereunder. Contractor’s failure to procure any employee(s) in the quantity and according to the details as described in Schedule 2 attached hereto, which is an integral part of this Agreement, on any day during the term of this Agreement shall result in the fines being imposed on the Contractor by the Company in accordance with the rates set out in Schedule 2 attached hereto, which is an integral part of this Agreement.
5.9 The Contractor shall achieve the key performance indicators (KPIs) as described in Schedule 3 attached hereto, which is an integral part of this Agreement. Contractor’s failure to achieve the key performance indicator for the inventory damage shall result in the excessive inventory damage being charged to the Contractor by the Company in accordance with the computation set out in Schedule 3 attached hereto, which is an integral part of this Agreement.
5.10 The Contractor shall provide its officers any training courses as designated by the Company. The cost of such training courses shall be solely borne by the Contractor.