STANDARD TRADING CONDITIONS FOR PURCHASES
By submitting a Purchase Order for the purchase of products, Customer acknowledges and agrees to the following terms and conditions:
Orders
Customer will initiate offers to purchase products by the submission of a Purchase Order to Recall Ventures & Group of Companies. Purchase Orders will identify the products, unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. All Purchase Orders are subject to Recall Ventures & Group of Company’s acceptance, in its sole discretion, according to product availability and these governing Terms and Conditions.
Prices
All prices are set forth in Ringgit Malaysia (RM) unless specifically indicated. All quoted prices are subject to change without notice. Prices charged are those in effect at the time of shipment and Customer agrees to pay such prices, subject to any Customer specific pricing and transaction related charges. Prices may increase before shipment in the event Recall Ventures & Group of Company’s costs increase. If delivery is delayed at Buyer's request beyond the originally scheduled delivery date, prices are subject to revision.
Products invoiced and held by Recall Ventures & Group of Companies at Customer's request will be held at Customer's sole risk and expense above and beyond the purchase price, including but not limited storage and handling charges.
Taxes
Any applicable sales, excise, use or other taxes, duties or fees which Recall Ventures & Group of Companies may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any products covered hereby, shall be for the account of the Customer, and Customer agrees to pay such amount to Recall Ventures & Group of Companies upon request in addition to the quoted purchase price.
Terms of Payment
Subject to the approval of Customer's credit by Recall Ventures & Group of Companies, standard term of payment is NET thirty (30) days from the date of invoice, and payment shall be made as follows:
a. For Customers having an established place of business in the Malaysia and requesting delivery of product in the Malaysia, Customers may pay by personal/business check, money order, Cash on Delivery (C.O.D) or, upon advance qualification, an open account with Recall Ventures & Group of Companies.
b. For Customers requesting delivery of product to locations outside of the Malaysia, Customers must pay by wire transfer of funds only. A RM1000 minimum order is required for international orders. All international orders will be charged a RM100 wire transfer fee. If the minimum requirement is not met, a minimum order fee will be charged the order difference. Normal terms will apply to Malaysian companies exporting to foreign countries.
c. For Customers paying by personal/business check, a RM 100 fee will be charged for returned checks.
Customer will pay the total amount of each invoice from Recall Ventures & Group of Companies pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Recall Ventures & Group of Companies may pursue any legal or equitable remedies, in which event Recall Ventures & Group of Companies will be entitled to reimbursement for costs of collection and reasonable attorneys' fees.
All Customer Purchase Orders are subject to ongoing credit approval by Recall Ventures & Group of Companies. Customer will submit such financial information as Recall Ventures & Group of Companies may reasonably require for determination of credit terms. Recall Ventures & Group of Companies may, at any time or times, suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to Recall Ventures & Group of Companies when, in Recall Ventures & Group of Company’s opinion, the financial condition of Customer or other grounds for insecurity warrant such action. Recall Ventures & Group of Companies may, in its sole discretion, change theses terms of payment without notice, at any time or times, for all future transactions and require advance payment, security, payment by official bank draft or other approved payment means, as Recall Ventures & Group of Companies deems appropriate in its sole discretion.
If Customer is in default of any payment, Recall Ventures & Group of Companies may, in its sole discretion, suspend or cancel delivery of product under any and all Purchase Orders or cancel any and all Purchase Orders, in whole or in part, and Customer shall be liable to pay Recall Ventures & Group of Companies for products already shipped.
As may be authorized hereunder, payments by check are subject to collection and the date of collection will be deemed the date of payment.
Recall Ventures & Group of Companies may apply any payment received from Customer against any obligation owing by Customer to Recall Ventures & Group of Companies under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owing by Customer to Recall Ventures & Group of Companies. The acceptance by Recall Ventures & Group of Companies of such check will not constitute a waiver or settlement of Recall Ventures & Group of Company’s right to pursue the collection of any remaining unpaid balance.
Delivery & Title
All orders are shipped FOB point of shipment from Recall Ventures & Group of Company’s dedicated facility. Products will be shipped via Recall Ventures shipping agent, unless requested otherwise by Customer. For priority or overnight deliveries, please so indicate when ordering. Recall Ventures & Group of Companies will make commercially reasonable efforts to deliver products in accordance with Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by Recall Ventures & Group of Companies are estimates only - not a warranty or guarantee -- and that Recall Ventures & Group of Companies will not be liable for failure to deliver product on such dates. Customer requests to reschedule delivery dates are subject to acceptance by Recall Ventures & Group of Companies in its sole discretion.
Subject to Recall Ventures & Group of Company’s right of stoppage in transit, delivery to a carrier will constitute delivery to Customer, and all risk of loss will thereupon pass to Customer; however, title in and to all products shall remain in Recall Ventures & Group of Companies until payment is made in full by Customer and received by Recall Ventures & Group of Companies.
Any claims for shortages and/or damage to delivered products must be made to the carrier in accordance with the carrier's claims policy, but not more than ten (10) days after delivery of the product to the carrier.
Inspection and Acceptance
Customer shall examine all products delivered promptly upon receipt. Customer shall be deemed to have accepted the products unless a valid written notice of rejection, due to defect in the goods or non-conformance to the order, is received by Recall Ventures & Group of Companies within 15 days of Customer's receipt of goods. No such claims made after such period will be considered by Recall Ventures & Group of Companies. Products purchased on the basis of weight are subject to customary quantity variations recognized by trade practice.
Return Policy
Customer must obtain a material authorization number ("RMA No.") from Recall Ventures & Group of Companies before returning any product eligible for return. No return of eligible products will be accepted by Recall Ventures & Group of Companies without a return material authorization number (RMA No.), which will be issued at Recall Ventures & Group of Company’s sole discretion. Special order products may not be returned for any reason if non-defective. All authorized returned products must be unused and re-saleable, in original shipping cartons and must be complete with all packing materials. If returned products are claimed to be defective, Customer must notify a Customer Service Representative of the nature of the defect prior to returning the product. All items not eligible for return will be returned to customer, transportation costs collect. Product returned to Recall Ventures & Group of Companies by Customer for no fault of Recall Ventures & Group of Companies may be subject to a restocking/handling fee.
Cancellation of Orders
Orders may not be canceled (or rescheduled) after delivery of the products to the carrier. A sales representative must do cancellation requests on orders placed on the Recall Ventures & Group of Companies internally.
a. Regularly Stocked Products. Customer may, without charge, cancel a Purchase Order, in whole or in part, for regularly stocked products by written notice of cancellation to Recall Ventures & Group of Companies not less than sixty (30) days before Recall Ventures & Group of Company’s scheduled shipment date. Any written notice of cancellation of a Purchase Order, in whole or in part, received by Recall Ventures & Group of Companies less than sixty (15 ) days before the scheduled shipment date may be refused or accepted by Recall Ventures & Group of Companies in its sole discretion, and if accepted, all cancelled products may be subject to a restocking/handling fee.
b. Special Order Products. Customer may not cancel special order products, which include but are not limited to products not regularly stocked by Recall Ventures & Group of Companies, products that are subject to minimum order requirement and products that have special handling charges. All sales of special order products are sold on a final, non-cancelable, non-returnable, non-refundable basis.
Limited Warranty & Limitations of Liability
Recall Ventures & Group of Companies warrants to Customer that the products delivered will conform substantially to the description set forth in the Purchase Order. WITH THE EXCEPTION OF THE FOREGOING WARRANTY, RECALL VENTURES & GROUP OF COMPANIES MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED WITH REGARD TO THE PURCHASE OF PRODUCTS, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE PURCHASE OF PRODUCT UNDER THIS CONTRACT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
IN NO EVENT SHALL RECALL VENTURES & GROUP OF COMPANIES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF HOW STATED) ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF ELECTRONIC MEANS TO CARRY OUT A PURCHASE TRANSACTION, OR THE PURCHASE OF ANY PRODUCT HEREUNDER, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF PROMOTIONAL OR MANUFACTURING EXPENSE, OVERHEAD, INJURY TO REPUTATION, LOSS OF GOODWILL, LOSS OF CUSTOMERS, INJURY TO COMPUTERS, NETWORKS OR TELECOMMUNICATIONS EQUIPMENT, WHETHER OR NOT RECALL VENTURES & GROUP OF COMPANIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CUSTOMER'S RECOVERY FROM RECALL VENTURES & GROUP OF COMPANIES FOR ANY CLAIM EXCEED CUSTOMER'S PURCHASE PRICE FOR THE PRODUCT (S) GIVING RISE TO THE CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE.
With respect to products that do not meet applicable manufacturer's specifications, Customer's sole remedy and Recall Ventures & Group of Company’s total liability is limited to a refund of Customer's purchase price for such products or replacement of such products; provided, however, that such products are returned, transportation charges prepaid, to Recall Ventures & Group of Companies along with acceptable evidence of purchase of such products from Recall Ventures & Group of Companies, within twenty (20) days from the date of delivery to Customer.
Force Majeure
Recall Ventures & Group of Companies will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control, including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government priorities, fire, strikes, floods, epidemics, quarantine restrictions, riots, terrorists acts, or war. Recall Ventures & Group of Company’s time for delivery or performance will be automatically extended by the period of such delay or Recall Ventures & Group of Companies may, at its option, cancel any order, in whole in part, without liability by giving notice to Customer.
Software
All purchases are subject to the terms and conditions of the license agreement accompanying the product, if any (i.e. Software)
Export Controls
Customer acknowledges that the products ordered and delivered may be subject to the export control laws and regulations of the Malaysia and the country in which Customer is located. Customer shall be solely responsible for the determination of and adherence to the export control laws and regulations applicable to the products ordered by Customer. Customer agrees not to export or re-export products in violation of such laws and regulations. Moreover, Customer agrees not to export products or any documentation or information related thereto (i) to any country in which the Malaysia has embargoed or restricted the export of goods and services or to any national of any such country or other person or entity, wherever located, who intends to transmit, transport or deliver products to such a country; (ii) to any end-user who Customer knows or has reason to know will utilized the products in the design, development or production of weapons of mass destruction, including but not limited to nuclear, chemical and biological weapons; or (iii) to any end user who has been prohibited from participating in export transactions by a governmental agency, including but not limited to any federal agency of the Malaysia government. These restrictions may change from time to time. If Customer has any questions regarding its obligations under the export laws and regulations of the Malaysia, Customer should contact the Ministry of International Trade & Industry. For current information and contact addresses and telephone numbers, see http: www.malaysia.gov
Indemnification
Customer agrees to indemnify and hold harmless Recall Ventures & Group of Companies from and against any and all claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees and litigation expenses) arising from or related to (i) the purchase, use and/or distribution of products supplied by Recall Ventures & Group of Companies in violation of the terms and conditions of this Agreement, (ii) the negligence or lack of due care by Customer, Customer's customers, agents, employees or invitees, in whole or in part, and (iii) infringements of third party intellectual property or other proprietary rights arising from the use or distribution of supplied products by Customer, Customer's customers, agents, employees.
Governing Law
This Agreement shall be construed and controlled by the Contracts Act, without application of its conflict of laws provisions, and the applicable laws of the Malaysia. The United Nations Convention on the International Sale of Goods shall not apply and its application is hereby expressly excluded.
Relationship of Parties
The parties to this Agreement are independent contractors and neither this Agreement, nor any terms or conditions herein, shall be construed as creating a joint venture, partnership, agency or franchise relationship.
Consent to Electronic Agreement, Records & Signatures
This Agreement or any purchase transaction (or any signature, writing, or record pertaining thereto) shall not be denied legal effect, validity, or enforcement solely because it is in electronic form and/or because an electronic signature or electronic record was used in its formation. Customer expressly consents to Recall Ventures & Group of Company’s use of electronic documents and records to provide purchase transaction information. Upon reasonable request, Customer may obtain a printed copy of electronic documents and records pertaining to Customer's purchase transaction(s) at Recall Ventures & Group of Company’s cost of preparation and mailing of such copies.
Entire Agreement
This Agreement shall constitute the entire agreement between the parties with respect to the purchase of products and supercedes all prior or contemporaneous communications, both oral and written. Neither this Agreement nor any Purchase Order shall be modified except in writing signed by a duly authorized representative of each party. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same of any other provision hereof, and no waiver shall be effective unless made in writing and signed by a duly authorized representative of the waiving party.
Sever ability
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid and/or unenforceable, the remaining provisions shall remain in full force and effect.
Section Headings
The section headings used in this Agreement are for convenience only and shall not be deemed to supersede or modify any provision.
STANDARD CONDITIONS OF SALE
The following Standard Conditions of Sale shall govern all transactions except as otherwise specifically agreed in writing by the buyer and Recall Ventures & Group of Companies:
Quotations
(a) Quotation are subject to confirmation on receipt of orders
(b) All prices quoted or accepted are exclusive of Sales Tax/Value Added Tax and the contract price shall be such prices plus Sales Tax/VAT, if any.
Terms
(a) In the case of contracts involving more than one delivery if default is made in payment on due date for any one delivery, Recall Ventures & Group of Companies at its descretion shall be entitled to treat the contract as repudiated by the buyer and to claim damages accordingly.
(b) Contracts once accepted cannot be cancelled nor amended except by mutual agreement and then only on terms, which would fully indemnify the Recall Ventures & Group of Companies.
Delivery
(a) Where contracts provide for deferred deliveries all the deliveries shall be accepted within 15 days of the specified first delivery or availability date. In the event of failure to accept any delivery that delivery shall be deemed to have occurred and storage cost charged to customers account the goods being held at customer's risk.
(b) Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries.
(c) Recall Ventures & Group of Companies shall have the option of revising that delivery date or dates prior to manufacture if circumstances beyond the Recall Ventures & Group of Companies's control prevent the Recall Ventures & Group of Companies keeping to the originally agreed date or dates.
The liability of Recall Ventures & Group of Companies for failure to comply with agreed dates as varied where necessary in accordance with this sub-clause , shall be limited to the reimbursement to the buyer of the actual loss incurred but in no case exceeding the value of the goods which are the subject of the contract.
Quantity Variations
A shortage or surplus charged pro rata not exceeding 10 per cent will be considered due execution of any contract except as otherwise specifically agreed in writing by Recall Ventures & Group of Companies and buyer. Where an order provides for delivery by installments then, for the purpose of this clause, these installments shall be aggregated.
Drawings and documentations
All sketches and origination work remain the property of Recall Ventures & Group of Companies.
Customer’s requirement, draft and build
Alterations from original copy on and after first proof including alterations in order will be charged extra. Proofs of all work may be submitted for customer's approval and no responsibility will be accepted for any errors in proofs, which may be passed by him. The customer shall be solely responsible for any matter which Recall Ventures & Group of Companies prints on the goods on the instructions or at the request of the customer whether the same shall have been supplied by Recall Ventures & Group of Companies or by the customer for any design or construction which Recall Ventures & Group of Companies executes on the instruction or at the request of the customer whether the same shall have been supplied by Recall Ventures & Group of Companies or by the customer and solely responsible for any claim or proceedings made or bought by a third party arising there from.
Claims
Complaints or claims will only be entertained if lodged by the buyer within 15 days of receipt of goods by him or if related to the transport of the goods within such time as will enable Recall Ventures & Group of Companies to comply with the time limit and procedure of the carriers by whom the goods were transported. The return of goods will not be accepted unless Recall Ventures & Group of Companies or his representative shall first have had the opportunity of examining same.
Cost Variations
The price is subject to the revision in the event of any increase or decrease in the cost incurred by Recall Ventures & Group of Companies between the date of confirmation of the order and the date of delivery to the buyer.
Buyer’s property
Buyer's property when supplied will be held at buyer's risk. Every care will be taken to secure the best results where the buyer supplies materials, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
Materials
Whilst every endeavor will be made to supply product in accordance with the quality of samples submitted or quoted for, the contract is not a contract of sale by sample.
Force Majeure etc
The performance of all contracts is subject to variation or cancellation by Recall Ventures & Group of Companies owing to an Act of God, war, strikes, lock outs, fire, flood, drought, tempest or any other cause beyond the control of Recall Ventures & Group of Companies or owing to any inability by Recall Ventures & Group of Companies to procure materials or articles required for the performance of the contract and Recall Ventures & Group of Companies shall not be held responsible for any inability to deliver caused by any such contingency.
Reservation of title
Property in any product supplied by us shall, notwithstanding delivery to the purchaser remain with us until we have received
(a) The total price payable under the relevant invoice and
(b) Any sum payable by reason of an invoiced sum due under an invoice in respect of an earlier order.
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