FURNMAX JAYA INDUSTRIES
SDN. BHD.
(Co. No.: 410552-D)
(Receiver & Manager Appointed)
TENDER FJSB/2TENDER FORM
To:
The Receiver and Manager
Furnmax Jaya Industries Sdn Bhd
(Receiver and Manager Appointed)
c/o Ler Lum & Co.
B-3-11, Megan Avenue II
No. 12, Jalan Yap Kwan Seng
50450 Kuala Lumpur
I / We ______(NRIC / Company Registration No. ______) of ______
______
______hereby irrevocably tender for the purchase of the following assets, subject to the terms and conditions herein contained in the Special Conditions of Sale as attached.
No. / Brief Description / Price Tendered (RM) / 10% of Tender Sum (RM)1 / Land and Building as per First Schedule
2 / Plant and Machinery as per Second Schedule
3 / Office Equipment and Furniture as per Third Schedule
4 / Stocks as per Fourth Schedule
5 / A parcel of vacant agriculture land as per Fifth Schedule
Total
(Tenderer may choose to only tender the above assets separately or all of them)
Ringgit Malaysia: ______
______
______
I / We understand fully that the sale by you is expressly subject to the Special Conditions of Sale of which I / we have read or am / are deemed to have read.
I / We understand that the sale is on an “as is where is” basis and that no warranties or representations expressed or implied are given either as to the condition of the assets offered or as to the suitability of such assets for any particular purpose.
I / We understand that the Receiver and Manager is not bound to accept the highest or any tender.
I / We enclose Bank Draft / Cashier’s Order No.______for RM______representing ten (10) per cent of the tender sum in accordance with the terms and conditions stated in the Special Conditions of Sale.
______
Signature / Company Stamp
Date:
Full Name / :Address / :
Telephone No. / :
Facsimile No. / :
E-mail Address / :
Important : This tender must be submitted in a sealed envelope marked “TENDER FJSB/2” to reach the Receiver and Manager on or before 5p.m. on 29th July 2005.
For office use only
Ref. No. / :Attended By / :
Tendered Price / :
Deposit Paid / :
Balance Due / :
Sale Approved By / :
SALE BY TENDER
SPECIAL CONDITIONS OF SALE
1.INSPECTION
1.1Tenderer(s) either themselves or their agents shall be deemed to have inspected the assets tendered for and have satisfied themselves by examining and inspecting the assets in every aspect.
2.WARRANTIES
2.1The assets offered for sale is/are to be sold on an “as is where is” basis.
2.2No warranties or representations expressed or implied is either given as to the condition of the assets offered or as to the suitability of such assets for any particular purpose(s).
2.3Further information of the assets as annexed herein in First to Fifth Schedules, are unverified information by the Receiver and Manager and the same are not tantamount to warranty and/or representation made by the Receiver and Manager. Tenderer(s) should make arrangement to view these assets.
3.IDENTITY
3.1Tenderer(s) shall admit the identity of the assets tendered for with that comprised in the muniments offered by the Receiver and Manager as the title of the assets upon evidence afforded by the comparison of the description in the particulars and the muniments respectively.
3.2The assets are believed and shall be taken as correctly described and are sold subject to all easements, liabilities and rights (if any) subsisting thereon or thereover without any obligation arising to define the same respectively and no error, mis-statement or mis-description, incorrect measurement or change in the condition or state of any of the assets shall annul the sale nor shall any compensation, reduction in the purchase price be allowed in respect thereon.
4.BIDS
4.1Bids must only be made for the assets in the format of the Tender Form.
5.TENDERS
5.1A specific sum in Ringgit Malaysia payable in Malaysia is to be offered.
5.2The Tenderer(s)’ name and address must be clearly stated in full.
5.3The Tender Form is to be completed as stipulated and directed in the Tender Form.
5.4Tenderer(s) shall include their respective assigns, successors in title, heirs and/or personal representatives.
6.ACCEPTANCE
6.1The Receiver and Manager is not bound to accept the highest or any Tender.
6.2The acceptance of any tender by the Receiver and Manager and communicated in writing to the successful Tenderer(s) shall constitute a valid agreement and shall bind the successful Tenderer(s) and Furnmax Jaya Industries Sdn Bhd (Receiver and Manager Appointed) as if an agreement under any written law relating to the sale and purchase has been properly constituted and executed.
6.3In respect of land and/ building (Assets 1 and 5), upon the communication to the successful Tenderer by the Receiver and Manager of the acceptance of his/their tender, the successful Tenderer shall forthwith execute a Sale and Purchase Agreement (“SPA”) relating to the sale, within 14 days from the date of communication.
6.4The SPA will be prepared by the Receiver and Manager’s solicitors and the costs thereto shall be borne by the Tenderer. The stamp duty on the SPA is to be paid by the Tenderer.
6.5In the event that the successful Tenderer failed to execute the SPA, the deposit made under paragraph 8.1 shall be forfeited and retained by the Receiver and Manager as agreed liquidated damages.
6.6The Receiver and Manager shall not be held liable for breach of Clause 6.2 and Clause 6.3 strictly in the event that assets cannot be delivered, third party lien imposed on the assets tendered and / or other matters (s) beyond the control of the Receiver and Manager. As such, the successful tenderer(s) will has / have their deposit refunded without interest upon communication on the matter(s) in writing.
7.DEPOSITS
7.1All tender submission must be accompanied by a deposit equivalent to ten (10) per cent of the tendered price to be paid by way of Bank Draft/Cashier’s Order and to be made in favour of “Furnmax Jaya Industries Sdn. Bhd. (Receiver and Manager Appointed)”. Any tender submission not accompanied by such deposit shall not be considered.
7.2The successful Tenderer(s) is/are required to pay the balance tendered sum in favour of “Furnmax Jaya Industries Sdn. Bhd. (Receiver and Manager Appointed)” within ninety (90) days for land and/or building and within ten (10) days for plant and machinery, office equipment and furniture and stocks, from the date of acceptance of his/her/their tender(s) is/are communicated in writing to the successful Tenderer(s) by the Receiver and Manager.
7.3The deposit(s) paid by the successful Tenderer(s) shall be accepted as part payment of the total tendered price.
7.4Where the successful Tenderer fails to complete the transaction in all respects and in accordance with paragraphs 7.2 and 8, the Receiver and Manager reserves the right to terminate the sale and absolutely forfeit all deposits paid as agreed liquidated damages and not by way of penalty.
7.5Tenderer(s) will have their deposits refunded without interest upon rejection.
8.PAYMENT
8.1Payment in Ringgit Malaysia of the total purchase price (“Purchase Price”) less the amount already deposited as described under paragraph 7.1, is to be made to the following addressee by way of Bank Draft/Cashier’s Order,whichever the case may be,from the date of notification of acceptance of tender by the Receiver and Manager:
The Receiver and Manager
c/o Ler Lum & Co.
B-3-11, Megan Avenue II,
No. 12, Jalan Yap Kwan Seng,
50450 Kuala Lumpur.
Tel. No.: 03-2776 8000 / 2715 1555
Facsimile No.: 03- 2163 4609
8.2Where the successful Tenderer(s) fail(s) to pay the full purchase price for the assets tendered for within the time stipulated in paragraph 8.1 or within such extended time that may be granted by the Receiver and Manager, the Receiver and Manager reserves the right to cancel the sale and absolutely forfeit any deposit(s) paid under paragraph 7.1 as agreed liquidated damages and not by way of penalty. Thereafter, the Receiver and Manager shall have the liberty to sell or otherwise dispose of the assets to any party or parties at such price or in such manner as the Receiver and Manager shall deem fit.
9.LEGAL FEES
9.1The successful Tenderer shall bear all cost, expenses, fees, stamp duty in relation to all matters to procure the registration and/or to give effect of an interest over the land and building in the name of the successful Tenderer(s) including the procurement of the release of charge and any other matters related thereto.
10.PAYMENT OF OUTGOINGS ETC
10.1Quit rent, assessments, water rates, electricity bill, sewerage and drainage bills, assessment tax and any other outgoings, if any, payable in respect of the land and/ building shall be apportioned between the successful tenderer and Furnmax Jaya Industries Sdn Bhd (Receiver and Manager Appointed) as at the date of possession under paragraph 16.1 below.
10.2The amount due by virtue of such apportionment shall be paid to the party entitled to the same on delivery of vacant possession of the land and/ building.
10.3The Company shall not be responsible for outstanding charges and re-connection of the utilities supplies including water, telephone and electricity to the land and building.
11.REAL PROPERTY GAINS TAX
11.1The successful tenderer shall submit the returns on the sale of the land and/ building as required under the Real Property Gains Tax Act, 1976 and will be responsible to pay the tax assessed by the Director General of Inland Revenue, if any in connection with the sale of the land and building.
12.REMOVAL OF ENCUMBRANCES
12.1The successful Tenderer(s) shall, at his/their costs and expenses, cause all encumbrances, including private caveats lodged by any party (other than the successful Tenderer(s) or anybody claiming under or through the successful Tenderer(s)) against the land and building, if any, to be removed on or before the completion of the sale.
13.COST OF TRANSFER
13.1Cost of transfer and all other fees payable in connection with the sale of the land and building shall be borne by the successful Tenderer(s).
14.INCIDENTAL EXPENSES
14.1The successful Tenderer(s) shall pay expenses such as insurance premium and other mutually agreed expenses in respect of the land and building from the date of acceptance of the tender communicated in writing by the Receiver and Manager.
15.RISK
15.1As from the date of acceptance of the tender by the Receiver and Manager, the assets shall be at the sole risk of the successful Tenderer(s) as regard to losses and/or damages caused by fire or other accident/perils whatsoever.
16.POSSESSION
16.1Possession shall be effected on an “as is where is” basis upon completion of all legal documentations, other relevant formalities and settlement of the full Purchase Price within the time stipulated in paragraph 7 and 8 and all other monies payable to the Receiver and Manager under the SPA in respect of sale of the land and building inclusive of obtaining approval by the successful Tenderer(s), where applicable, from such State and/or Federal Authorities in which all such approval need necessarily be obtained within such time agreed upon between the successful Tenderer(s) and Furnmax Jaya Industries Sdn Bhd (Receiver and Manager Appointed).
16.2With regards to plant and machinery, office equipment and furniture and stocks, the successful Tenderer shall take delivery of the assets within 7 days upon payment of full purchase price, failing which, a daily storage charge of RM100.00 will be imposed on you until the date of the removal of the assets.
16.3All removal, mobilisation, delivery costs and expenses pertaining to plant and machinery, office equipment & furniture and stocks shall be borne by the successful Tenderer. The successful Tenderer shall exercise due care in removing the assets and shall be liable for any damage to the land and building during the course of such removal. Further, Furnmax Jaya Industries Sdn Bhd (Receiver and Manager Appointed) shall not be responsible for any damage to plant and machinery, office equipment and furniture and stocks as a result of the detachment and removal of the assets.
17.APPROVAL FROM RELEVANT STATE AND FEDERAL AUTHORITIES
17.1Where applicable, the sale is subject to express approval being obtained by the successful Tenderer(s) from the relevant State and/or Federal Authorities from whom all such approvals need necessarily be obtained for the completion of the purchase.
18.SANCTION BY COURT WHEN NECESSARY
18.1The Receiver and Manager may, if necessary, obtain an order from the Court sanctioning the sale.
19.TIME IS ESSENCE OF CONTRACT
19.1Time whenever mentioned shall be of the essence.
- EXCLUSION OF PERSONAL LIABILITY
20.1The tenderer(s) hereby agrees and acknowledges that the Receiver and Manager is acting as agent of Furnmax Jaya Industries Sdn Bhd (Receiver and Manager Appointed) and accordingly the Receiver and Manager shall have no personal liability under this document and the SPA which is to be executed.
______
FIRST SCHEDULE
Land and Building
A piece of land with one block of double storey factory building cum office erected thereon bearing postal address as Plot 5 (6), PT 12, Mukim 4, Kawasan Industri Sungai Baong, 14200 Sungai Bakap, Seberang Perai Selatan, Penang.
The following details were extracted from a search of the title made at the State Registry of Land Titles on 7 March 2005.
Title / Lot No. / : / H.S. (D) 6726 / Lot 2952Tenure / : / Freehold (Grant in perpetuity)
P.T. Nos. / : / Plot 5 (6), PT 12, Mukim 4,
Kawasan Industri Sungai Baong,
Sungai Bakap Seberang Perai Selatan,
Penang.
Annual Rent / : / RM2,875.00
Provisional Land Area / : / 4,451.5416 square metres (47,916 sq. ft.)
Category of Land Use / : / Industrial
Express Conditions / : / Tanah yang diberi milik ini hendaklah digunakan untuk tujuan industri sahaja
Restriction In Interest / : / Nil
Registered Proprietor / : / * Furnmax Jaya Furniture Industries Sdn Bhd
Encumbrances / : / Charged twice to Malaysian Industrial Development Finance Berhad, registered on 13 April 2002 and 15 October 2002
* Furnmax Jaya Furniture Industries Sdn Bhd changed its name to Furnmax Jaya
Industries Sdn Bhd on 18th June 1999
DESCRIPTION OF LAND
The site is rectangular in shape with a frontage of about 68.4m (224.3 ft.) on Lorong Bakau 1 and a depth of about 65.2m (213.9 ft.). The provisional land area is approximately 4,452 square meters (1.1 acres). The plot boundaries are demarcated by chain link fencing and metal railings over dwarf plastered brickwall held in place by concrete posts. A sliding metal gates is installed at the front entrance.
The land is generally flat and lies at slightly above the frontage road’s level.
DESCRIPTION OF BUILDING ERECTED THEREON
Erected upon the land is a block of double-storey factory building cum office having its manufacturing activities at the back of the factory building. It is located in the Furniture Village of Kawasan Industri Sungai Baong, 3km from Sungai Bakap main road.
Other structures erected on the land are as follows: -
- Production floor
- Store
- Toilet
- Guard House
- Pump House
- Car/Motorcycle shed
The building has the following Gross Floor area:
sq. ft.
Main building3,950
Ancillary floor area 365
Total4,315
OCCUPANCY STATUS OF THE FACTORY BUILDING ERECTED
At the date of appointment of Receiver and Manager, we noted that the building was vacant and production activities have ceased.
The approximately location of the building erected on the parcel of land are described in Appendix 2.
LOCATION
The subject property is located along Lorong Bakau 1 within Kawasan Industri Sungai Baong which is 5 km to the South-East of Sungai Bakap town.
It is accessible from the Butterworth-Ipoh main road via Jalan Sungai Duri, Jalan Sungai Baong, Jalan Bakau 1, a metalled service road and Lorong Bakau 1.
The assets tendered are shown marked in the attached Location and Site Plan under Appendices 1 and 2 respectively.
SERVICES
Water, 3 phase electricity supply and telephone facilities have been disconnected. The building is equiped with a 300 Ampere main switchboard complete with 12 sub-boards/extensions, a power factor capacitor bank and earth fault relay.
Bus service is readily available along the Butterworth-Ipoh main road.
ASSESSMENT
The subject property is assessed for rates payable to Pejabat Tanah dan Galian Pulau Pinang.
PLANNING CONTROL
The subject property is designated for industrial use as expressly stipulated in the title document.
Note
Disclaimer: The information provided hereinunder is given in good faith and in the belief that it is not false or misleading as at the date hereof. The Tenderer(s) is/are required to conduct his/their own verification, inspection and/or the completeness and accuracy of such information provided herein.
Neither Furnmax Jaya Industries Sdn Bhd (Receiver and Manager Appointed) nor the Receiver and Manager undertake any responsibility arising in any way whatsoever for errors or omissions in this tender document however caused and expressly disclaim any and all liability.
SECOND SCHEDULE
Plant and Machinery
The following are the detailed list of plant and machinery used in the manufacturing of furniture. These plant and machinery are sited within the land and building.
The photographs of the plant and machinery can be viewed at our website,
No. / Description of Assets /Quantity
(unit)
1 / Centralised Wood Dust Extraction System c/w Standard & Optional Accessories and saw dust ducting of various length totalling 400 feet / 12 / Altek TCP-1300H Heavy Duty 2 Heads Auto Wide Belt Sander c/w 40HP, 30HP, 20HP, 5HP & 1HP, 3 phase motors.
-working width: 1300mm,
-working thickness: 127mm,
-sanding belt size: 52” x 84”,
-sanding belt speed: 4200 RPM,
-feeding speed: 4 – 16m/min. / 1
3 / Giben Smart 60 Heavy Duty Fully Auto Panel Saw with Top Pusher, Clamps and Microprocessor c/w 3 Phase motors.
-3300mm pusher stroke
-10HP motor power
-3 extra for front table with air floatation 510 x 2000mm
-Control unit with a personal computer & PLC. / 1
4 / Spraycon SC-10 Water Spray Booth with Japan Iwata Spray Gun and tank c/w 2.5HP x 2 and 2HP x 1, 3 phase motors. / 1
5 / I.H.I NS22SA Japan Rotary Screw Type Air Compressor c/w 30HP, 3 phase motors. / 1
6 / Sheng Feng AH-100C-2 Auto Double Spindles Copy Shaper c/w 10HP x 2 x 2HP x 1, 3 phase motors. / 1
7 / Manual Cutting Machine / 5
8 / Laminating Move Up Machine / 1
9 / “FRIULAIR” Air Dryer
Model: DFE 43 / 2
10 / Pneumatic Overarm Router Model: SR-550, Motor: 5HP / 1
No. / Description of Assets / Quantity
(unit)
11 / Vertical Air Receiver Tank
Capacity: 500 Liters / 2
12 / "DYNAAIR" Micro Filter c/w Auto Drain Model: ALX 052 /
2
13 / BUSELLATO JET 3006 C.N.C Machining Centre C/w 415V / 50HZ /1
14 / Orma Membrane Press PM Air-System 25/14 with 2 Tray c/w 415V / 50HZ / 1
15 / CYWWM CPS-10 Semi Auto Panel Saw c/w 12hp & 2hp, 415V / 50HZ motor (serial no. 045400)
-Cutting Length: 10 Feets
-Cutting Height: 80mm With Pneumatic Clamp / 4
16 / Automatic Plywood Laminating System RL - S103R2
-For Laminating decoration paper and PVC material / 1
17 / Sicar R900 Router c/w 7.5HP 415V/50HZ Motor / 3
18 / Technoma XT-84 RRS Automatic Single Side Edge Bander c/w 415V/50hz Motor - (Damaged) / 1
19 / Formahero H-480HP Hydraulic Press Machine c/w 5HP, 415V/50HZ Motor - Working area (W x L): 4' x 8' / 1
20 / PVC and Amino Paper Board Laminating System Model: RL - S48 / 1
21 / Matech MT-602V 4 HP Heavy Duty 2 Horizontal & 4 Vertical Boring Machine c/w 3HP x 6, 415V/50HZ motors. (Serial No.: 11032, 11033, 11034 & 11035) / 4
22 / Chung Kung RO-803A Fully Auto CNC Router c/w 415V/50HZ motors, Serial No.: 2862 / 1
23 / Chong Tai CT-10A Vacuum Absorbing and Moulding Machine c/w 415V/50HZ motors. / 2
24 / Shin Shin SS-22-8T Automatic 6 units, Boring Machine c/w 4125V/50HZ motors. Serial No.: 21346 / 1
No. / Description of Assets / Quantity
(unit)
25 / Automatic Plywood Laminating System, RL - S103R2.
(Serial no. 045508) / 1
26 / Ying Sun YS-120 Plywood, Chip Board, and MDF Board Laminating Process Machine c/w 415V/50HZ motors. / 1
27 / Sicar Wood Model 3+3 heads Double-End Tenoner
(Serial no.: 062631) / 1
28 / Saw dust silo of mild steel construction with 3 top Mechanical Cyclones
Model: WE-1800 / 1
29 / Blower/Centrifugal Fan
Model: LF-26 / 3
30 / NC Machining Centre
BIESSE (Italy), Model Rover 20, Series no. 72244 / 1
31 / Dust Collector
Model: SF003 (Sanfu Collector-Sanford Machinery Co. Ltd. Taiwan) / 1
32 / Laminating machine
Serial No.: TVS 6B (Manufactured in 1996 at Taiwan) / 1
The individual location of the plant and machinery are described in Appendix 3.