Terms and Conditions

 

CROUZET

 

 

TELEMECANIQUE

 

 

CRYDOM

 

 

AUTONICS

 

 

WERMA Signaltechnik

 

 

METROL Touch Sensors

 

 

DI-SORIC  Sensors

 

 

LUMBERG Automation

 

 

SELET SENSORS

 

 

PHOENIX CONTACT

 

 

NIHON SEIKI

 

 

BAUMER Electric

 

 

KONICS

 

 

WENGLOR

 

 

INFRA Sensors

 

General

(i) All orders and any other contracts for the sale of the Products and any services, are accepted by the

Company on these terms and conditions which supersede any other terms appearing in this or any catalogue, or elsewhere, and, unless otherwise specifically agreed in writing on the Company's documentation by a director of the Company, these terms and conditions override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in the order or during any negotiations or any course of dealing established between the Company and the Customer, and constitute the entire understanding between the Company and the Customer for the sale of the Products and the provision of repair and calibration services.

 

(ii) Data Protection - The Company is part ADVFIT Group of Company. Any member of this group may

keep and use your Customer's details for the purposes of providing services and/or selling products to Customer. In addition, a member of the group may need to disclose Customer's details to organisations working with it anywhere in the world (for example, credit reference agencies; organisations who manage the group's IT systems; debt collection agencies; mailing houses and call centres). The Company may send Customer details of other products and services offered by the group that may interest the Customer. If the Customer does not wish to receive details of these other offers then the Customer should contact the Marketing Department of ADVFIT Malaysia Sdn Bhd by either writing to it 43, 1st Floor, Persiaran Mahsuri 1/, Sunway Tunas, 11900 Bayan Lepas, Penang, Malaysia , Faxing it [+604-6446113 ], or e-mailing it to [enquiry@advfitonline.com].

 

"Catalogue" means the catalogue (in whatever form, whether paper or electronic) in which these

Conditions are set out;

 

"Company" means ADVFIT Malaysia Sdn. Bhd. trading as ADVFIT Online's, its successors and

assigns;

 

"Conditions" means these terms and conditions;

 

"Contract" means any contract between the Company and the Customer for the sale and purchase

of Supplies;

 

"Customer" means the person(s) or company whose order for the Supplies is accepted by the

Company;

 

"Goods" means any goods supplied or to be supplied by the Company to the Customer;

 

"Services" means any services supplied or to be supplied by the Company to the Customer;

 

"Supplies" means any Goods or Services;

 

"in writing" includes electronic communications.

 

Reference in these Conditions to any legislation or regulation includes any re-enactment, amendment or substitution of such legislation or regulation.

Orders

(A) All tenders and quotations (including but without limitation, this Catalogue and the Price Book)

issued by the Company shall be treated as invitations to treat. Unless otherwise expressly stated therein any tender or quotation given by the Company shall not remain open for longer than the life of the current Catalogue or Price Book. A tender or quotation may be withdrawn by the Company at any time before acceptance by the Company of any order placed with the Company.

 

(B) All orders placed with the Company shall be in writing, and may be placed by post, facsimile

transmission, telex or other electronic means and are subject to acceptance by the Company (which may be by notice to the Customer or by delivery of the Products) and shall be deemed to be made subject to these terms and conditions. Verbal orders may be accepted by prior agreement. No qualification or condition contained in any form, acknowledgement of order or otherwise shall form any part of a Contract unless expressly agreed to in writing by a director of the Company. Only the directors of the Company are authorised to agree to any variation of these terms on behalf of the Company and unless otherwise expressly agreed in writing any variation so agreed shall not apply in respect of any orders or contract subsequent to the order or contract in respect of which it is made.

 

(C) In order to facilitate acceptance by the Company of the order of the Customer such order should

state:

(i) stock numbers (shown in coloured tint panels in this Catalogue and the Price Book);

(ii) quantity required in accordance with sales units defined in this Catalogue and the Price

Book;

(iii) full delivery instructions including choice of carriage by air or surface; and

(iv) country of final destination of the Products and the receiving address.

Prices

(A) Prices for the Products if not stated in this Catalogue are stated in the Price Book. Prices quoted by

the Company are for orders made for Products which are to be delivered within Peninsula Malaysia and shall exclude the cost of special packing, all charges arising in connection with the Products, goods and services and other similar taxes at the applicable rate (where applicable) which shall be borne by the Customer. For export orders, prices quoted by the Company are Ex-works the Company's premises and shall exclude the cost of special packing and all duties, rates, dues, charges or taxes arising in connection with the Products, goods and services and other similar taxes at the applicable rate (where applicable) which shall be borne by the Customer.

 

(B) Whilst every endeavour will be made to maintain the prices quoted in this Catalogue, the Company

reserves the right to effect changes without prior notice at any time before dispatch.

 

(C) The various terms of delivery as detailed in those Incoterms applicable at the time of order are

available and will be charged to the Customer at cost. The Customer shall be responsible for all duties, taxes, levies imposed in connection with the Products by any country to which the Products are to be delivered.

 

(D) The fees of any Chamber of Commerce and consular fees will be charged to the Customer at cost.

 

(E) The Company shall, at the request of the Customer, provide to the Customer a proforma invoice in

respect of the Products, and shall for the purposes thereof estimate the costs and charges applicable to the sale of the Products but without prejudice of the obligations of the Customer hereunder.

 

(F) The Company shall be entitled to recover from the Customer any extra costs incurred as a result of

the Customer:

(i) altering his order; and/or

(ii) failing or delaying to give the particulars required by the Company to enable it to proceed with

the work; and/or

(iii) otherwise delaying the progress of the work; and/or

(iv) giving additional instructions; and/or

(v) requiring the work to be completed within a shorter period than originally stipulated.

Terms of Payment

In the absence of any written agreement to the contrary, payment shall be made:

 

(A)  (i) by cash, Malaysian Ringgit bank draft or Malaysian Ringgit cheque drawn on a bank in

Malaysia with the order; or in the currency stated on the invoice; and/or

(ii) if the Company so agrees, by irrevocable letter of credit.( Minimum of Order USD 15,000.00 )

(iii) by telegraphic transfer with all bank charges incurred to be borne by the Customer ; and within

the credit term specified on the invoice.

 

(B) Where payment is expressed to be by letter of credit no order of the Customer shall be deemed to

be accepted by the Company until the Company has received, in a form acceptable to the Company a letter of credit in form and substance acceptable to the Company including but not limited:

a) being subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision

ICC Publication No. 500) as the same may be amended from time to time;

b) being unconditional, irrevocable and opened or confirmed by a licensed bank in Malaysia;

c) being expressed to be payable at sight in Malaysian Ringgit ("MYR") or in the currency stated

on the invoice;

d) being expressed to disallow part shipment;

e) being expressed to have a validity period of not less than 60 days from the date of opening or

confirmation;

f)  stating that all costs and commissions are for the account of the Customer;

g) conforming in all respects to the tender and quotation of the Company including but without

limitation with regard to description of the Products, price and terms of delivery;

h) stating the origin of the Products to be various.

 

(C) The Company reserves the right to claim liquidated damages from the Customer in the event that

the Customer fails to pay any amount on the due date for payment thereof, such damages to be calculated on such unpaid amount and to accrue on such unpaid amount during the period such amount remains unpaid at the rate which is 5 percent. per annum above the base lending rate quoted by Public Bank Malaysia Berhad, compounded monthly.

 

(D) The Customer shall indemnify the Company for the full costs (including legal fees on a full

indemnity basis) of recovering or attempting to recover any monies (including interests) due and owing from the Customer under the Contract.

 

(E) Without prejudice to any other rights or remedies of the Company, any failure by the Customer to

pay any amount on the due date for the payment thereof shall entitle the Company to suspend delivery of the Products required to be otherwise delivered under the Contract in respect of which such amount is to be paid for as long as the default continues and to treat the Contract as repudiated by the Customer if the Customer fails to pay any such unpaid amount within 14 days of notice by the Company.

Delivery

(A) All Products are delivered CARRIAGE PAID (except for orders with net sales value less than

RM300.00) within Malaysia. (US$300.00 for orders shipping outside the Malaysia) price quoted in Ex-work. A nominal delivery fee of MYR10.00 and MYR15.00 will be charged for delivery to major town destination within Peninsula Malaysia and East Malaysia respectively, for orders with net sales value less than RM300.00. Quotation for freight will be available upon request. The Company reserves the right to change this without prior notice.

 

(B) Products shall be delivered to the Customer in accordance with the terms of each Contract. In the

absence of any express or implied provision in the Contract the Products shall be deemed to have been delivered to the Customer when delivered to the Customer, to the agent of, or any person nominated by, the Customer, to the carrier, or when placed at the disposal of the Customer. Risk in and responsibility for the Products shall vest in the Customer in accordance with the terms of each Contract and, in the absence of any express or implied provision, from the time of delivery.

 

(C) The Company shall use all reasonable endeavours to effect delivery on or before any delivery dates

or within any delivery periods stated in the Contract but will not be liable (for consequential loss or otherwise) for any delay in delivery. If no dates or periods are specified, delivery shall be made when the Products are ready and the Company gives no undertaking as to when the Products will be ready. Where the Products are to be delivered by installments over a period, the installments will be reasonably apportioned at the Company's sole option over such period taking into account so far as is reasonably practicable delivery dates requested by the Customer. In any event the Company may at its option elect to effect partial delivery of any Products unless otherwise stated to the contrary in the Contract.

 

(D) Where the Contract provides for delivery by installments each installment shall constitute a

separate agreement the terms of which shall be the same as those, mutatis mutandis, of that Contract so that any failure or defect in any one or more installments delivered shall not entitle the Customer to repudiate the Contract nor to cancel any subsequent installments.

 

(E) Where Products are ready for delivery to the Customer and the Customer fails to take delivery of

such Products in the manner and at the date specified in the Contract or, if no such date is specified, fails to take delivery within 7 days of their becoming ready or, where the terms of the Contract so require, fails to nominate a carrier for the purposes of the delivery of the Products then the Company may at its sole option and without prejudice to any of its other rights or remedies:

(i) effect delivery of the Products by whatever means it thinks most appropriate at the

Customer's risk and expense; or

(ii) arrange storage of the Products at the Customer's risk and expense; or

(iii) by notice in writing elect to treat the Contract as repudiated in which event the Customer

shall be liable to pay the Company by way of liquidated damages a sum equal to all costs, losses and expenses incurred by the Company in connection with the Contract including, but not limited to, all loss of profit which would otherwise have accrued to the Company as a consequence of the performance of that Contract.

Order Cancellations

Cancellations or part cancellation of an order can only be accepted after prior negotiation and agreement to terms which will indemnify the Company against any expense incurred. In the event of part cancellation the Company reserves the right to invoice for any difference in selling price applicable to the quantity dispatched up to the time of cancellation.

Passing of Title

(A) Notwithstanding that the Customer obtains possession of the Products, ownership of the Products

shall remain with the Company until such time as the Company has received payment in full for the same and all other sums due to it from the Customer or until the Customer sells the Products to its customers by way of bona fide sale at full market value, whichever first occurs. If any such sum is overdue for payment in whole or in part the Company may (without prejudice to any other rights or remedies available to it) recover and re-sell the Products or any of them and may without notice enter upon the Customer's premises by its servants or agents for the purpose.

 

(B) If any of the Products are sold to a third party before ownership of them has passed to the

Customer in accordance with the provision of the sub-clause above the Customer will account to the Company for the proceeds of sale received up to the total amount outstanding in respect of the Products and pending such accounting will hold the same in a separate bank account clearly denoted as an account containing monies deposited for the Company by the Customer acting in a fiduciary capacity.

Product Information

(A) Unless otherwise stated, electrical ratings represent normal safe working limits.

 

(B) Dimensions and other physical characteristics are subject to normal commercial tolerances.

 

(C) The Company reserves the right without prior notice to discontinue Products or to make design

changes as part of its continuous programme of product improvement, or to assist product availability. The Company shall not be liable for any loss or damage (including without limitation to any indirect or consequential loss or damage) arising from product discontinuation.

 

(D) The Company may, if requested by the Customer in the order for the Products placed with the

Company, provide to the Customer details of the manufacturers of such Products.

 

(E) The information contained in this Catalogue and the Price Book was, to the best of the knowledge

of the Company, correct at the time of its publication. The Company does not, however, accept responsibility for damage, injury, loss or expense resulting from any error or omissions.

 

(F) THE CUSTOMER IS ADVISED TO VERIFY DIMENSIONS, RATINGS AND OTHER

CHARACTERISTICS OF THE PRODUCTS PRIOR TO THEIR USE OR INCORPORATION WITH OTHER PRODUCTS.

Warranty

(A) The warranty contained in the following provisions of this Clause is given by the Company in lieu of

and to the exclusion of any other representations, guarantees, conditions or warranties whatsoever as to the quality of the Products supplied by the Company or their fitness for any purpose whether such representations, guarantees, conditions or warranties be expressed or implied by statute or otherwise except any implied by law which by law cannot be excluded. Without prejudice to the generality of the foregoing:

(i) the Customer relies entirely on its own knowledge and information as to the suitability of the

Products for the Customer's purposes;

(ii) descriptions and/or samples are submitted as indicative of the type and class of Products

offered and no guarantee or warranty is given that the Products supplied will be exactly as described or as per sample and the use of such description and/or sample shall not constitute the Contract for sale by description or a sale by sample or a sale by sample and description.

 

(B) The Company shall free of charge and at its sole option, repair, recalibrate in accordance with

Clause 19 (for Products which are sold calibrated at Customer's request) replace or refund the price of any of the Products which are defective provided that:

(i) such Products have not been used for purposes otherwise than for which they are intended

or expressed to be suitable for use;

(ii) such Products have not been varied, modified or altered;

(iii) any damage or defect to such Products has not arisen as a result of any act or default of any

person other than the Company;

(iv.i) in respect of Special Products, the Company has received from the Customer, within 10

days' of delivery, a claim in writing setting out the nature of the defect and any other information which the Company may have stipulated at the time of sale and full details of the original invoice and

(iv.ii) in respect of all other Products, the Company has received from the Customer not

later

• the date of expiry or shelf life of such Products (as stated on the Product or related

Product documentation) if any, or

• 12 months from the date of delivery of such Products, whichever is the earlier date,

a claim in writing within 14 days of the date on which the defect became known to the Customer, setting out the nature of the defect, any other information which the Company may have stipulated at the time of sale and full details of the original invoice; and

(v) if the Company so requests, the Customer has at its own cost and expense delivered such

Products to the Company within 14 days of the date of the claim referred to in paragraph (iv) above in accordance with the provisions of Clause 10.

 

THE WARRANTY HEREIN CONTAINED SHALL BE WITHOUT PREJUDICE TO THE STATUTORY RIGHTS OF ANY PERSON WHICH CANNOT BY LAW BE EXCLUDED.

Damage on Delivery

(A) The Company will free of charge and at its option replace or repair Products lost or damaged in

transit provided that:

(i) notification of any claim in respect of such loss or damage is given to the Company by the

Customer within 10 days of the date of delivery of the Products to their place of destination or, if earlier, within such time as will enable the Company to comply with the carrier's conditions of carriage concerning any claim for loss or damage in transit;

(ii) the claim in respect of such loss or damage so notified to the Company is made in writing to

the

the Company within 14 days of such delivery;

(iii) the risk in the Products has not passed to the Customer prior to the event giving rise to such

loss or damage; and

(iv) the carrier has not been given a clean receipt for such Products.

 

(B) Following the notification of any claim under sub-clause (A) the Customer shall give the Company a

reasonable opportunity to examine the Products in respect of which any claim for damage is made.

 

(C) The Customer shall not be entitled to reject the Products by reason only of short delivery.

 

(D) Claims in respect of any of the Products sold to the Customer shall not entitle the Customer to any

right of set off against any payment due to the Company.

Return of Products

(A) No return of the Products may be made (otherwise than as provided for in Clause 10) without

the prior written consent of the Company. Failure to observe the instructions relating to returned Products as laid down by the Company in each case may result in additional charges being levied.

 

(B) If the Company has consented to the return of the Products under sub-clause (A) credit will only be

given by the Company at the invoiced value if the Products are received by the Company within 30 days of the date of the invoice and are unused. If the packaging of the Products is unopened a handling charge of 25 percent. of the amount of the relevant invoice (subject to a minimum of MYR30.00) will be charged. A higher charge may be charged if the packaging is opened.

 

(C) All Products are returned at the risk of the Customer and the Company accepts no responsibility for

any loss or damage thereto.

 

(D) Where specific instructions are set out in this Catalogue in respect of the return of any Product the

Customer shall comply with such instructions.

1. The Customer shall remove from any Products to be returned any other items and if the

Customer fails to do so the Company shall be authorised to do so at the risk of the Customer. The Company assumes no responsibility for the removal of such items nor shall it assume any responsibility in connection with such items.

2. Freight on return products to be borne by the customer.

The Company's Liability

(A) Save as otherwise specified in Clause 10 and except as aforesaid, the Company shall not be

under any liability, whether in contract, tort or otherwise, in respect of misrepresentation, defects in the Products or failure to correspond to specification or sample or for injury, damage or loss resulting from such defects or failure or misrepresentation.

 

(B) In no event shall any breach of contract on the part of the Company or tort (including negligence) or

failure of any kind on the part of the Company or that of its employees, agents or sub-contractors give rise to any liability for loss of revenue or any consequential or indirect loss or damage arising from any cause whatsoever.

 

(C) In any event, the Company's liability (if any) whether in contract, tort or otherwise in respect of defect

in any Product or of any duty owed to the Customer in connection therewith shall be further limited in the aggregate to MYR5,000.00

Termination

Notwithstanding any other provisions of these terms and conditions, if the Customer shall be in breach of any provision in this Catalogue or of any provision of the Contract or shall be adjudicated bankrupt or have a receiving order made against him or, if a company, shall have a receiver or administrator appointed of all or any part of its assets or undertaking or if a petition shall be presented or a resolution passed to wind-up the Customer or if the Customer shall be in arrears with any sum due and payable by it to the Company or in the opinion of the Company unable to pay his or its debts as they fall due for payment, then (without prejudice to any other rights or remedies available to the Company):

(A) the price of and all other sums payable in respect of the Products then supplied to the

Customer shall become immediately due and payable, and

(B) the Company may without notice terminate all or any part of all or any Contracts and/or

suspend or cancel deliveries thereunder