In these Conditions:
|Seller||:||Means FABRILITE SDN BHD|
|These Conditions||:||means the standard terms and conditions set out in this document and includes any special terms and conditions agreed in writing between the Seller and the Buyer|
|Order||:||means the order placed by Buyer with the Seller.|
|Buyer||:||means the person whose Order is accepted by the Seller.|
|Goods||:||means the product, material, machinery or components detailed in the Order.|
|Contract||:||means the contract for the purchase and sale of goods incorporating these conditions.|
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders shall be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of the Seller’s quotations, issuance of a purchase order, acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.4 Any Variation to these Conditions (including any special term and conditions agreed by the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICE and PAYMENT
3.1 The selling price (s) stated in the Contract is (are) based upon the rate of exchange as ruling at the contract is formed between the currency in which the price (s) is (are) expressed and the currency of the goods of origin. Any loss to the Seller on exchange resulting from any revision of the said rate of exchange becoming effective prior to the date when exchange is settled or full payment has been receive shall be for the account of the Buyer.
3.2 Unless otherwise stated in the contract, price are quoted as f.o.b. Seller facility (as defined in incoterms 1953 Current Edition) and include the cost of Seller’s standard. Except where otherwise quoted, delivery will be made by sea freight or another shipment method selected by Seller. Where Buyer requests air freight or other special delivery arrangements not expressly covered in Seller’s quotation then, subject always to Seller’s agreement to such arrangements, these shall be at the Buyer’s expense.
3.3 Unless otherwise stated, prices do not include insurance, customs duties, taxes or charges connected with the import of goods into the country of destination. In the event that any such terms are paid by Seller, Buyer shall reimburse Seller in respect thereof. Buyer shall be responsible for compliance with all relevant laws and regulations outside Malaysia and for claiming at its expense any necessary import licenses, custom clearance, exchange control consent or other authorizations and permits whatsoever in relation to the Goods.
3.4 The Buyer shall pay full price of the Goods within 14 days from the invoice (notwithstanding that the delivery of the Goods may not have taken place and property in the Goods has not passed to the Buyer) without any deductions by way of set off or otherwise.
3.5 The time for payment of the price shall be of the essence and late payments shall attract interest payable by the Buyer to the Seller at the rate of 3% per annum above the current bank prime rate from time of time. If the Buyer shall fail to make payment within 60 days of the Seller’s invoice date then the Seller shall be entitled to cancel the Contract and repossess all Goods in relation to which payment has not been made. This shall be without prejudice to Seller’s other right to recover from the Buyer all costs and damages incurred by the Seller for breach of contract.
4.1 If the Seller agrees to undertake transportation on behalf of the Buyer then all costs so incurred by the Seller shall be reimbursed including but not limited to, road haulage charges, freight shipping and insurance charges by the Buyer and such undertaking will be subject to transportation and or shipping space being available.
4.2 After shipment the risk of the Goods shall be at the Buyer but the ownership in the Goods shall remain with the Seller until all sums due from the Seller under the Contract have been received in full.
4.3 If due to any delay by any carrier, and industrial dispute, any prohibition by any government agency, force majored or any cause outside the Seller’s reasonable control the Seller is unable to deliver the goods then provided the Seller shall give the Buyer notice in writing without delay of the Seller’s intention to claim an extension of time such extension of time for delivery shall be allowed.
4.4 The Seller reserves the right to effect delivery in one or more shipments and to have each shipment paid for rate on the same terms as stated for the complete Contract.
4.5 The Buyer may, by notice in writing in accordance with the notice provisions in the contract specifying the full reason, within 7 days after receipt of the Goods reject any items which were not at time of the delivery in accordance with the Contract.
4.6 The Seller accepts no responsibility for the goods after arrival at the contracted place of delivery and notice there of being given to the Buyer. All damage, deterioration, or loss that may be caused to the Goods thereafter shall be for the account of the Buyer.
4.7 The buyer may also fill-up the Goods return form by clicking here. Any return Goods shall be check and approve by the Seller.
5. OWNERSHIP OF GOODS
5.1 The Buyer acknowledges that the Seller has a paramount lien over all the goods covered by this contract for securing payment in full of the purchase money (with insurance, storage, interest and other charges)and that no right in the property of the said goods passed to the Buyer, except upon payment in full of the purchase money, etc. Until such payment the Seller shall at all times have full liberty, without the need for a Court Order or legal process, to exercise such lien and to retake and repossess at the said goods from whosoever the same may be found and without prejudice to any right or claim which the Seller may have for the breach against the Buyer.
5.2 The Buyer shall store the Goods owned and supplied by the Seller in such a way that they are clearly identifiable as the Seller’s property.
6. WARRANTIES and LIABILITY
6.1 No warranty is given or implied (unless specifically given in writing between the Seller and the Buyer) notwithstanding any representation by or on behalf of the Seller or the provision by the Seller of any drawing design or specification relating to the Goods that the Goods are fit or sufficient for any particular purpose, even if the Buyer’s purposes or purpose for the Goods is or are known to the Seller.
6.2 The Seller shall not be liable for any defect in the quality or condition of the Goods if the defect would have been apparent upon a reasonable examination and inspection of the Goods by the Buyer whether or not such examination or inspection is actually made by the Buyer.
6.3 Where any valid claim in respect of any Goods which is based on a defect in the quality or conditions of the Goods or the failure to meet specification is established the Seller shall replace the Goods (or part in quantum) free of charge or at the sole discretion of the Seller refund to the Buyer the price of the Goods (or proportionate part) but the Seller shall have no further liability.
6.4 The Seller shall not be liable to the Buyer (except in death or personal injury caused by Seller’s negligence)by reason of any representation or implied warranty condition or other term for any indirect or consequential loss or damage, loss of profit or otherwise, cost, expenses or other claims for consequential compensation whatsoever including loss or damage in respect of Buyer’s liabilities to any third party (and whether caused by the negligence of the Seller, its employees or agents otherwise) which arise out of or in connection with the supply of the Goods or their use on resale by the Buyer, except as expressly provided in the conditions.
6.5 The Seller shall not 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 Seller’s obligation in regulation to the Goods if the delay of failure is due to force majored or any cause beyond the Seller’s reasonable control.
6.6 The Buyer shall be responsible for the accuracy of all drawings, design and specifications submitted by the Buyer to the Seller and the Buyer shall be responsible for all costs arising from such omissions, errors or inaccuracies.
6.7 The Buyer shall be responsible for obtaining all necessary consent, licenses or permits in relation to the purchase of the Goods and for the purpose for which the Goods are to be used and the manner of such use.
6.8 Neither the Seller nor the Buyer shall be bound by any variation or waiver of or addition to these conditions or any other part of the contract except as agreed by the Seller and the Buyer in writing.
7. INSOLVENCY OF THE BUYER
7.1 In the event of a winding up order being made against the Buyer or where it shall enter into liquidation, administration, bankruptcy or there being any legal process against the Buyer, then the Seller reserves the right to terminate the contract or suspend any further deliveries under the contract without any liability to the Buyer from the Seller and if the Goods have been delivered but not paid for the price shall become immediately due and payable.
8. DISPUTE RESOLUTION AND GOVERNING LAW
8.1 Any dispute arising under or in connection with the contract between the Seller and the Buyer incorporating these condition may at the option of the Seller be referred to arbitration by a single arbitrator appointed by agreement or (in default of agreement) nominated on application to the chairman for the time being of the Chartered Institute of Arbitrators (Malaysia Branch).
8.2 These Conditions sail be governed by and constructed in accordance with the laws of Malaysia and subject to the terms of paragraph 8.1 above to submit to the exclusive jurisdiction of the Malaysia courts.