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ATTENTION: PLEASE TAKE NOTE THAT THE TERMS AND CONDITIONS OF SALE CONTAINED HEREIN SHALL APLLY TO ALL ORDERS SUBMITTED FOR THE PURCHASE OF XXXX PRODUCTS (“THE GOODS”) AND ALL QUOTATIONS OF OUR PRODUCTS. WE RESERVE OUR RIGHT TO REFUSE TO ACCEPT ANY ORDERS WHICH MAY BE SUBMITTED. OUR ACCEPTANCE OF YOUR ORDER IS EXPRSSLY MADE CONDITIONAL UPON YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF SALE.
1.1 In these Conditions:
‘Buyer’ means the customer of the Seller who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise require) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
‘Contract’ means the contract for the purchase and sale of the Goods signed between the parties;
‘Goods’ means the goods and or services which the Seller is to supply in accordance with the Conditions;
“Quotation” means the written quotation provided by the Seller upon request by the Buyer and must be read as an integral part of these Conditions. In the event of any inconsistency between the Quotation and these Conditions, the terms as stipulated in the Quotation will prevail;
“Seller” means Autoflo Technology Sdn Bhd (191194-T) of No.11-1, Jalan USJ 1/1B, Regalia Business Centre, 47620 Subang Jaya, Selangor;
‘Writing’ includes telex, cable, emails, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing by the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed in Writing.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any application safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4.1 The price of the Goods shall be the Seller’s quoted price as in the Quotation. All prices quoted in the Quotation are valid for such period as stipulated therein, after which time they may be altered by the Seller as it thinks fit and appropriate.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods as quoted in the Quotation to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. In such circumstances, the Buyer is not allowed to cancel or reject the order and if the Buyer refuses to accept the order, then the Seller has the right to claim the Buyer for costs and expense incurred.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is inclusive of any applicable taxes imposed by the relevant authorities from time to time.
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer may be entitled and confirmed in Writing by the Seller, but without any other deduction) within the time frame as stipulated in the Quotation or the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued upon full payment of the invoice.
5.3 If the Buyer fails to make any payment on the due date as agreed, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
(a) cancel the contract or suspend any further deliveries to the Buyer;
(b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
(c) charge the Buyer interest on the amount unpaid, at the rate of One point five per cent (1.5%) per month from the due date until payment in full is made.
6.1 The Seller shall deliver the Goods to the Buyer’s premises or any other delivery point as the Buyer may specify in the purchase order.
6.2 The prices quoted in the purchase order are inclusive of delivery costs within the Klang Valley only. Any delivery outside Klang Valley shall be subject to charges fixed by the Seller from time to time as it thinks fir and appropriate.
6.3 The Buyer shall be liable to pay for extra charges in the event the Buyer requests for delivery on the same day after placing the order, be it within Klang Valley or outside Klang Valley. The cut off time for such urgent request must be made on or before 3pm on the day of the said request. The Seller shall not be held liable for the delay of such urgent request if it is due to unforeseen circumstances as such heavy rain, thunder storm, floods, heavy traffic jam due to accidents on the road etc that are beyond the control of the Seller.
6.4 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence.
6.5 If the Buyer fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
(a) store the Goods until actual delivery and charge the Buyer for the costs incurred (including insurance) for the storage of the Goods;
(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
6.6 Upon delivery of Goods and installation required, then the following shall apply and the Buyer undertakes and covenants with the Seller to pay for such charges accordingly:
(a) the Seller has the right to claim extra charge as it thinks fit and appropriate if the scope of works as stipulated in the Quotation changed or altered by the Buyer;
(b) if the workplace or onsite for installation is deemed unsafe for the Seller, the Seller has the right to refuse installation until the same is made safe in the opinion of the Seller where in such circumstances the Seller shall have the right to claim for the travelling charges; and
(c) If the workplace or onsite for installation is not ready and or unfit for installation upon delivery of the same, then the Seller shall have the right to claim for the travelling charges and charges for loss of time costs.
7.1 The Goods shall be delivered by the Seller to the Buyer at the Buyer’s designated premises as stipulated in the Quotation PROVIDED nevertheless that from the time of the dispatch thereof from the Seller’s premises and until such delivery the risk of any loss or damage to or deterioration of the Goods from whatever cause arising shall be borne by the Buyer.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods pass to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer at its own costs and expense, to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period as stipulated in the Quotation from the date of delivery.
8.2 The Warranties only cover pumps, controllers, automatic valves in the equipment. The accessories and spare parts are not covered under Warranties.
8.3 Whether a part in the equipment is defective or not shall be determined by the Seller’s authorized technicians. The determination by the Seller’s authorized technicians is deemed final. In the event the part is deemed defective by the Seller’s authorized technicians, then the Seller shall replace such defective parts as it thinks appropriate. If not, then the Buyer shall be liable to pay for new replacement of the parts. The Seller is entitled to charge and claim the onsite repair and or inspection charges (hereinafter referred to as “the Onsite Inspection Charges”) and the Buyer undertakes and covenants to pay for such services. If the Buyers bring the defective parts to the Seller’s designated offices, then the Seller will not impose the Onsite Inspection Charges.
8.4 The above warranty is given by the Seller subject to the following conditions:
(a) the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
(b) the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
(c) the Seller shall be under no liability for the deterioration, tarnishing or wear of finishes to the plated surface of the Goods;
(d) the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.6 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within seven (7) days after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price if the Goods had been delivered in accordance with the Contract.
8.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Condition, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.8 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-
(a) Act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, pandemic diseases such as Covid 19, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery; or
(g) power failure or breakdown in machinery.
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights or any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, Provided that:
(a) the Seller is given full control of any proceedings or negotiations in connection with any such claim;
(b) the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
(c) except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceeding without the consent of the Seller (which shall not be unreasonably withheld);
(d) the Buyer shall do nothing which would or might vitiate and policy of insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
(e) the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by any other party in respect of any such claim; and
(f) without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
10.1 This clause applies if:
(a) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(c) the Buyer ceases, or threatens to cease, to carry on business; or
(d) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 Where the Goods are supplied for export from Malaysia, the provisions of this clause 11 (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions).
11.2 The Goods shall be delivered fob or cif, as may be confirmed in Writing by the Seller at the Seller’s sea port of shipment. All risk of loss or damage to the Goods shall pass to the Buyer following delivery to carrier at the Seller’s sea port of shipment. The Buyer shall be responsible to arrange transit insurance in the joint names of Buyer and Seller or the Seller as an additional insured in amounts not less than the full invoice price of the Goods to be delivered to the Buyer.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
11.4 Any shipping schedules quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing.
11.5 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
11.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a financial institution in Malaysia acceptable to the Seller payable at sight and shall be valid for a period as may be agreed by the Seller or by way of telegraphic transfer to the Seller’s bank account in Malaysia as may be confirmed in writing by the Seller.
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If the provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.4 The terms and conditions contained herein shall be governed by and construed in all respects in accordance with the laws of Malaysia and subject to the jurisdiction of the Malaysian courts.
We are happy to answer any questions you may have or we could provide you with a quote.
Address
Regalia Business Centre, 11-1, Jalan USJ 1/1B
47620 Subang Jaya
Selangor, Malaysia
Phone
03-8023 4668
Fax
03-8023 4618