1. Applicable Terms: The terms and conditions set out hereunder shall apply to all sales contracted by the Seller whether or not expressly referred to in other documents of sale, purchase, invoices or delivery notices issued by the Seller or by the Buyer. The Buyer’s terms of purchase shall be applicable only to the extent that they have been expressly accepted by the Seller in writing. The delivery of goods, performance of services or acceptance of payment shall not constitute acceptance by the Seller of any terms deviating from the Seller’s terms of sale.
2. Price Revision: Unless otherwise specified, the Seller reserves the right to make adjustments in the quoted prices of the goods to cover any fluctuations or variations in applicable foreign exchange rates as quoted by the Seller and/or custom duties, between the date of quotation of the price of the goods and the date of full payment of the same by the Buyer. If the Seller desires to revise the price accordingly but is restricted or prohibited to any extent against doing so by reason of any law, regulation or order, the Seller shall be entitled to rescind this contract by written notice to the Buyer.
3. Delivery: The Seller shall endeavour to effect delivery of the goods or to perform the services required hereunder within the period quoted but the Seller shall not be liable to the Buyer in any way whatsoever as a result of any delay in delivery or performance of the same.
4. Time: The time thereinbefore mentioned within which the Buyer is to pay for the said goods or services shall be of the essence of this contract.
5. Warranty: No warranty condition description or representation on the part of the Seller is given or implied by this contract nor is any warranty condition description or representation to be taken to have been given or implied from anything said or written in the negotiation between the parties or their representatives prior to this contract and all express or implied warranties or conditions statutory or otherwise as to qualify or fitness for any purpose of the goods supplied and services rendered hereunder is hereby expressly excluded to the extent permitted by law. The Buyer shall inspect the goods supplied or the services rendered hereunder immediately after delivery or performance and shall within fourteen (14) days from such inspection give notice in writing to the Seller of any claim by reason whereof he alleges the goods or services are not in accordance with this contract. If the Buyer shall fail to give such notices as aforesaid the goods or services shall be deemed to be in all respect in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly. In case of a valid complaint concerning the goods supplied or services rendered hereunder, the Seller shall at his own option repair or replace the faulty goods or the rejected part thereof or rectify the rejected service. The Seller’s obligation hereunder shall be conditional on the Buyer complying with his obligations under this contract, in particular with the Buyer’s payment obligation.
6. Liability and Risk: Upon acceptance of the goods by the Buyer’s carrier or upon delivery of the goods to the Buyer’s premises, whichever comes first, the Buyer assumes all risks and liability for the loss and damage resulting from the transportation, handling, storage or use of the goods supplied hereunder. The Seller’s liability for the goods supplied or services rendered under this contract shall in any case be limited to the purchase price of the goods and/or the charges for services rendered where damages are claimed in respect of the goods and/or services. The Seller shall in no event be liable for any consequential or other damages or costs or loss of profits resulting from delayed delivery or performance, short shipment, handling, storage, use, imperfection or otherwise of goods supplied as well as from delayed or imperfect services rendered hereunder.
7. Force Majeure: Delivery of goods or performance of services sold hereunder may be delayed or suspended by the Seller in the event of an act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel, power, raw material, labour, containers or transportation facilities, breakage or failure of machinery or apparatus, law, regulation, order or action, national defence requirements or any other event beyond the reasonable control of the Seller or in the event of labour trouble, strike, lockout or injunction, any of which events prevent the manufacture or dispatch or shipment of the goods or of a material upon which the manufacture of the goods is dependent. If because of any such event, the Seller is unable to deliver part of the goods or render part of the services contracted hereunder, the Seller shall be exempted to such extent from his obligations hereunder upon giving prompt notice of such event to the Buyer, but this contract shall otherwise remain in force.
8. Buyer’s Default: The Seller reserves the right, among other remedies, either to terminate this contract or to suspend further deliveries or services under it in the event the Buyer fails to pay for any goods or services when payment is due. The Buyer shall further reimburse the Seller for all costs and expenses incurred by the Seller as a result of the Buyer’s delay in and/or failure to make payment. Should the Seller be of the opinion that the Buyer’s credit standing is or will become unsatisfactory, the Buyer shall forthwith upon the request of the Seller provide such security as may be required by the Seller for any future deliveries of goods or services to be rendered as well as for goods already delivered or for services already rendered.
9. Interest: In the event the Buyer fails to pay to the Seller within the specified payment period for any goods delivered or services rendered hereunder, the Buyer shall pay to the Seller interest at the rate of one point five per cent (1.5%) per month in the amount due and owing, to be calculated on a daily basis commencing on the due date until full payment of the same is made by the Buyer to the Seller.
10. Reservation of Title: The title to the goods supplied hereunder shall remain with the Seller until the respective purchase price and all other monies payable in respect thereof has been paid in full by the Buyer.
11. Governing Law: The validity, interpretation and performance of this contract shall be governed and construed in accordance with the laws of Malaysia.
12. Validity of Contract: If any provision of this contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this contract and the remainder of the provision in question shall not be affected thereby.
13. Waiver: No waiver by the Seller of any breach of this contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.