STANDARD TERMS AND CONDITIONS OF SALE
1. INTERPRETATION AND DEFINITIONS
1.1 In this document, the following term and expressions shall bear the meaning as follows:-
“Buyer” the buyer of the Goods from the Seller.
“Delivery Order” the document from the Seller ordering the release of the Goods
to the Buyer pursuant to the Order.
“Goods” the goods which shall be supplied by the Seller to the Buyer
pursuant to this Agreement.
“Confidential Information” any information in relation to the Buyer which is disclosed
to the Seller by the Buyer pursuant to or in connection with
this Agreement (whether orally or in writing, and whether or
not such information is expressly stated to be confidential
or marked as such).
“Order” the order of the Goods made by the Buyer.
“Seller” KVC Industrial Supplies Sdn Bhd
2.1 Unless otherwise expressly agreed in writing by the Seller, these terms and conditions shall govern all contracts for sale of the Goods
from the Seller to the Buyer.
2.2 Advertising material, leaflets or brochures shall not form part of the contract unless otherwise specifically agreed between the Seller
and the Buyer in writing to be a term of the contract.
3. OFFER AND ACCEPTANCE
3.1 The Seller’s quotation shall not constitute an offer. An order from the Buyer based on the Seller’s quotation in the form prescribed by the
Seller from time to time shall constitute the offer.
3.2 All orders placed by the Buyer shall be subject to the acceptance of the Seller and an acknowledgement of that order sent by the Seller to
the Buyer shall constitute the acceptance of that offer. The Seller may at its absolute discretion accept or reject any order placed by
4. PRICE AND PAYMENT
4.1 The prices of the Goods are those price specified in the invoice. Pricing for undelivered Goods may be increased in the event of an increase
in the Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control.
4.2 The price quoted is exclusive of any goods and service tax or value added tax or any other sales tax or excise duties paid or payable by the
Seller and this shall be added to the price and shall be additionally payable by the Buyer.
4.3 Payment shall be due and payable upon expiry of the credit term granted by the Seller.
4.4 In the event, the Buyer fails to settle in full any of the Seller’s invoices within the prescribed period, the Seller shall be entitled
(without prejudice to any other right or remedy at law and in equity it is entitled) to:
(a) charge the late payment interest at the rate of 1.5% per month on the outstanding amount from the date due for payment until actual
date of payment; and
(b) cancel or suspend any further delivery to the Buyer under any Order.
4.5 If there is any discrepancy in the invoice, the Buyer shall within seven (7) days from the date of invoice notify the same to the Seller in
writing, failing which the account in that invoice shall be deemed to be in order.
5. DELIVERY BY THE SELLER
5.1 Any dates stated for delivery of the Goods are approximate dates of delivery 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 and expressly agreed by the
Seller in writing.
5.2 Where the Goods are ordered for delivery to specified site, the Seller’s obligation is to deliver as near to the specified site as would be
reasonable in the circumstances and the Buyer shall pay the charges of delivery as shall be fixed by the Seller after taking into account the
size, quantity, weight of goods and the destination. The Buyer is to provide at its own expense the labour, facilities and/or equipment
required for unloading and stacking the Goods.
5.3 Where it is a bulk Order and if the Seller deems fit, the Seller shall be entitled to deliver the Goods by instalments and in such event, each
instalment shall be treated as separate contract save and except that the delivery of further instalments may be withheld until the Goods
contained in earlier instalments have been paid for in full.
6. COLLECTION BY THE BUYER
6.1 Where the Goods are sold “ex-factory”, the Buyer shall collect the goods at the Seller’s premises within seven (7) days of the Seller’s
notifying the Buyers that the Goods are ready for collection.
6.2 If the Buyer fails to collect the goods within seven (7) days of notification that they are ready for collection, then, without prejudice
to any other right or remedy available to the Sellers, the Sellers may:
(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of the storage; or
(b) sell the Goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses, charge the Buyer
for any shortfall below that price.
7. CONDITION OF GOODS
7.1 The Buyer shall, upon delivery or collection, examine the Goods for defects and completeness. Upon signing and/or affixing the Buyer’s company
rubber stamp by the Buyer, its employees, agent, representative or other persons authorized by the Buyer on the Delivery Order, the Buyer
shall be deemed to have duly received the Goods.
7.2 If there is any defect or shortage of the Goods, the Buyer shall notify the same to the Seller within seven (7) days of the date of receipt
of the Goods, failing which:-
(a) the Buyer shall be deemed to have accepted the Goods in good and satisfaction condition and in the quantity as ordered; and
(b) No claim for damage in transit or for shortage in delivery will thereafter be entertained.
7. CANCELLATION OF ORDER
7.1 The Order shall not be cancelled from the moment the acknowledgement of order is sent without the Seller’s prior approval.
7.2 Where the Seller accepts such cancellation, the Seller shall be entitled to charge the Buyer an amount representing the losses or expenses
directly or indirectly resulting from such cancellation.
7.3 Where the Seller does not accept such cancellation, the Seller shall be entitled to recover the invoice price from the Buyer and to charge
the Buyer with additional losses both direct and indirect from such cancellation.
8. PASSING OF RISK
8.1 Risk in the Goods shall pass to the Buyer:
(i) in the case of Goods to be delivered by the Seller, at the time of arrival of the Goods at the place of delivery of the Buyer or
if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods; or
(ii) in the case of Goods to be collected at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are
available for collection.
9. RETENTION OF TITLE
9.1 Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9.2 Notwithstanding the price of the Goods has not been paid in full, the Seller shall be entitled:-
(a) to sue for their price once its payment has become due and payable;
(b) at any time to require the Buyer 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 where the Goods are stored and repossesses the Goods;
10.1 The Seller shall not in any circumstances be liable, whether in contract or tort, to the Buyer for any indirect or consequential loss or
damage (including, without limitation, loss of profits, loss of contracts or loss of use of the Goods) or for any claim against the Buyer
by any third party except to the extent of the prevailing law.
10.2 The Seller’s liability for damage or non-delivery of Goods shall in any event be limited to replacement of the Goods within a reasonable
time (or, at the Seller’s option, refunding the price thereof) whether or not the damage or non-delivery is due to the Seller’s negligence.
11.1 Except as provided by the Clauses 11.2 and 11.3, the Seller shall at all times during the continuance of this Agreement and after its
(a) use its best endeavours to keep all Confidential Information confidential and accordingly not to disclose any Confidential
Information to any other person; and
(b) not use any Confidential Information for any purpose other than the performance of the Seller’s obligations under this Agreement.
11.2 Any Confidential Information may be disclosed by the Seller to:
(a) any governmental or other authority or regulatory body; or
(b) any duly authorized employees of the Seller
to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case
to the Seller using its best endeavours to ensure that the person in question keeps the same confidential and does not use the same
except for the purposes for which the disclosure is made.
11.3 Any Confidential Information may be used by the Seller for any purpose or disclosed by the Seller to any other person to the extent only that:
(a) it is at the date hereof, or hereafter becomes, public knowledge through no fault of the Seller (provided that in doing so the Seller
shall not disclose any Confidential Information which is not public knowledge); or
(b) it can be shown by the Seller, to the reasonable satisfaction of the Seller, to have been known to it prior to its being disclosed
by the Seller to the Buyer.
11. FORCE MAJEURE
11.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Agreement by reason of any delay in performing or failure to
perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure is due to any cause beyond the Seller’s reasonable
11.2 Without prejudice the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s control:
(a) acts of God, fire, explosion, storm, flood or accident;
(b) acts of public enemy, war, threat of war, sabotage, insurrection, riot, civil disturbance or requisition;
(c) acts or omissions of government or any rules, regulations or orders or measures of any kind of any governmental authority;
(d) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Sellers or of a third party);
(e) difficulties in obtaining raw materials, labour, fuel parts or machinery; and
(f) power failure or breakdown in machinery.
11.3 In such event, the Seller shall be entitled to suspend its obligations in relation to the Goods for a period equal to time lost as
consequence of such event without any liability or penalty. The Seller may at its option cancel the remaining performance, without any
liability or penalty, by giving notice of such cancellation to the Buyer.
12.1 All notices and other communications hereunder shall be in legible writing and may be delivered to or sent by prepaid priority post, facsimile
transmission or electronic mail to the Party to whom the notice is given at the address shown herein or such other address as that party
shall have previously notified to the sender or sent by electronic mail at the electronic mail address registered with the Seller.
12.2 Every notice shall be deemed to have been received and given three (3) business days after the actual date of the posting or if delivered, the
date of delivery or if sent by facsimile transmission, upon proof of successful transmission or if sent by electronic mail, the sending date.
13. COSTS AND EXPENSES
13.1 In the event of legal action being taken by the Seller against the Buyer for recovery of the outstanding sum for breach of payment obligations
herein, the Buyer shall be responsible for all costs and disbursements (including but not limited to the legal costs) incurred by the Seller
on a full indemnity basis.
14.1 No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of
that party in relation to any other provision of this Agreement, nor shall any waiver of such right operate as a waiver of any subsequent
breach of the same provisions by the other party.
15.1 Should any part of this Agreement be or become invalid, that part shall be severed from this Agreement. Such invalidity shall not affect the
validity of the remaining provisions of this Agreement which shall continue in full force and effect and be valid and binding on the parties.
16. GOVERNING LAW
16.1 This Agreement shall be governed by and construed in accordance with the laws of Malaysia and the parties agree to submit to the exclusive
jurisdiction of the Malaysian Courts.