Conditions of Business
- The terms and conditions contained herein apply to all contractual agreements with Prym Consumer Malaysia Sdn Bhd (“the Company”), especially regarding the sales and delivery of goods to the customer of the Company (“the Customer”).
- By placing an order, at the latest by accepting the goods, the Customer agrees to the terms and conditions contained herein.
- No contract is formed until the Company has accepted the Customer’s order in writing upon the Company’s acknowledgement of order form. Any quotation or estimate by the Company is only an invitation to the Customer to make an offer.
- No amendments and/or modifications of any of the terms and conditions contained herein shall be effective unless it is expressly accepted in writing by the Company.
- In the event the goods are sent to the Customer on his request, the risk of accidental loss and accidental deterioration of the goods passes to the Customer upon the delivery of the goods to the carrier of the Company, at the latest, however, on leaving the plant or the warehouse, independent of the fact whether dispatch takes place from the place of performance or who bears the costs of carriage. If the goods are ready for dispatch and the carriage or taking the delivery of goods is delayed for reasons in which the Company is not to be held responsible for, the risk passes to the Customer with receipt of the indication from the Company that the goods are ready for carriage.
- The routing for the dispatch of goods and the means of transportation are chosen, provided that the Customer has not given any shipping instructions, according to the Company’s reasonable discretion without any warranty for cheapest and quickest carriage of the goods. Costs of carriage are borne by the Customer unless agreed otherwise with the Company.
If any cause beyond the Company’s control or any labour dispute or any unforeseen contingency renders it becomes impracticable for the Company to deliver the goods within a quoted period for the delivery, the Company reserves the right to extend the period for the delivery at its option and the company shall not be liable for any loss or damage arising out of such delay in delivery.
Until the full price of the goods and any sum owed by the Customer under any other contract between the Company and the Customer is paid in full:-
- The title to and property in the goods shall remain vested in the Company (and shall if the Company so requires be marked as belonging to the Company). The Company may at any time recover and re-sell the goods if any of the events specified in Clause 9 contained below occur and/or if any sum owed by the Customer to the Company under this and/or any other contract is not paid on the due date for payment. The Company, its servants or agents and all necessary transport being entitled to free and unrestricted entry to any location where the goods are situated.
- The Customer shall possess the goods as bailee of the Company but is authorized to sell the goods in the ordinary course of its business as fiduciary agent of and for the account of the Company, and to pass good title in the goods to any bona fide purchaser for value without notice of the Company’s rights but such right of re-sale shall cease forthwith upon receipt by the Customer of written notice to that effect from the Company. On re-sale of the goods by the Customer, the proceeds of sale thereof shall be paid forthwith to the Company by the Customer save to extent that the Company has received the full payment for the goods supplied.
- Until any such re-sale as is specified in sub-paragraph (b) above occurs, the Customer shall keep the goods separate from its own goods and those of third parties, properly stored, protected and insured to their full value. In the event of damage to or destruction of the goods, the Customer shall pay to the Company for all proceeds of insurance received thereon.
- As between the re-sale of the goods from the Customer to the said purchaser(s), the Customer deals as principal and the Company shall have no liability or responsibility to the said purchaser(s) nor can the Customer in any way bind the Company. In the event the Company being claimed or summons by the said purchaser(s) in respect of dispute arise from the re-sale of goods from the Customer to the said purchaser(s), the Customer shall indemnify and keep the Company fully indemnified against such claim and/or fine as well all cost and expense incurred in defending the said claims or summons.
- The provisions of this clause are in addition to, and shall not in any way prejudice, limit or restrict any other rights and remedies of the Company under this contract.
5. PRICE AND PAYMENT
- In the absence of any other express agreement, payments for the goods supplied are due and payable immediately after the Customer’s receipt of the invoice without deduction from the Company, failing which the Company shall entitle to charge an interest at the rate at eight per centum (8%) per annum on the remaining unpaid payment to be calculated on a daily basis from the day immediately following the date of the Customer’s receipt of the invoice until the date of full payment for the goods supplied.
- Credit terms of payment quoted are subject to approved trade and/or other references.
- In the event the Customer fails to pay the full payment after receipt of the invoice, the Company shall entitle to withhold delivery of any further goods which the Customer may have ordered and to require (notwithstanding the contract’s terms) the Customer to make advance payment before any further goods are delivered by the Company.
- For cheques and remittances, the day at which the amount becomes available to the Company is considered as the date of receipt of payment. Bills of exchange, cheques, and other means of payment are only accepted on account performance. Discount, collection and other bank charges are at the expense of the Customer.
- In the event the Customer has any dispute or query upon the invoice, the Customer shall notify the Company seven (7) days after receipt of the invoice, failing which the invoice will be deemed to have been accepted by the Customer as being correct and payable.
6. FORCE MAJEURE
The Company will make every effort to carry out the contract in accordance with its terms but its due performance and execution is subject to variation or cancellation by the Company without notice to the Customer and without any claim for compensation by the Customer as a result of any cause beyond the Company’s control including but not restricted to any act of god, war, strike, lock-out or other industrial dispute, fire or flood.
The rights and remedies of the Company under this Conditions of Business shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure of or delay by the Company in assorting or exercising any such rights or remedies.
8. LIMITATION OF LIABILITY
- The Company undertakes to repair or replace as its option free of charge any goods supplied by it which are returned by the Customer within 3 months after the delivery to the Customer and which are shown to the Company’s reasonable satisfaction to be defective by reason of faulty material or workmanship PROVIDED that the Company shall not be liable for any defect arising from any defect in or the unsuitability of materials supplied by the Customer.
- In the event of any breach by the Company of any implied obligation which it might have given, the Customer shall not be entitled to any damages in respect of any loss of profits or of production or any other consequential loss or damage which he may thereby sustain.
- It is the exclusive responsibility of the Customer to satisfy himself that the goods are suitable for the purposes for which they are required save as provided above in this clause the Company shall not have any liability to the Customer for any defect of the goods.
- Subject to sub-clause 8 (a) of this Conditions of Business the liability of the Company for any claims in respect of any direct injury, loss or damage made by the Customer against the Company is limited to the contract price payable by the Customer under the contract.
- The Company shall not be liable for any claims for indirect or consequential injury, loss or damage made by the Customer against the Company.
In the event that:-
- any distress or execution is levied upon any of the goods or property of the Customer; or
- the Customer (or where the Customer is a partnership or any partner thereof) offers to make any arrangements with or for the benefit of its or his creditors or (if any individual or partner as aforesaid) commits any act of bankruptcy; or
- the Customer is unable to pay its debts as an order is made or a resolution is passed or analogous proceedings are taken for the winding up or bankruptcy of the Customer;
the Company shall thereupon be entitled to suspend all deliveries and/or terminate any contract and the Customer shall be obliged to pay for all work done, materials used and goods delivered up to the date of termination.
10. SALE OF GOODS ACT
Save as excluded or varied by the foregoing conditions, the provisions of the Sale of Goods Act 1957 shall be deemed to be incorporated in this Conditions of Business which is to be construed and governed by Malaysian Law.
11. JURISDICTION, APPLICABLE RIGHT AND SEVERABILITY CLAUSE
- Place of jurisdiction is the court in charge for the legal domicile of the Prym Consumer Malaysia Sdn Bhd. However, the Company remains entitled to bring the matter before the competent court at the Company’s place of jurisdiction.
- This Conditions of Business and all other contract incorporating the same shall be construed in accordance with and governed by Malaysian Law.
- The Customer hereby submits to jurisdiction of the Courts of Malaysia in all matters connected with the obligations and liabilities of the Customer under this Conditions of Business.
- If any part of the terms and conditions contained herein is held void or unenforceable, such part will be treated as severable, leaving valid the remainder of the remaining terms and conditions. The invalid clause shall be replaced by the valid clause that generally comes closest to the commercial intention of the invalid clause.