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Conditions of Sale
All orders are accepted by MTIS subject to the Terms and Conditions of Sale set out below:
1. General
1.1 All orders for products ( and ldquo;Products and rdquo;) or services ( and ldquo;Services and rdquo;) will be accepted by Multi Tech Industrial Services (Herein after MTIS) subject to these terms and conditions of sale. Any person who places orders for Products or Services with MTIS ( and ldquo;Customer and rdquo;) is bound by these terms and conditions. No other terms will apply to the supply of Products and Services by MTIS unless agreed in writing by an authorised signatory of MTIS. Customer and rsquo;s purchase order is solely for the purpose of requesting delivery dates, quantities and shipping destinations and instructions. Any provision of Customer and rsquo;s purchase order (or other documents and communications) which is in any way inconsistent with or in addition to the terms and conditions contained herein shall not become part of the contract between MTIS and Customer or otherwise be binding on MTIS unless expressly agreed to in writing by MTIS. MTIS reserves the right to amend these terms and conditions at any time. The most current version of these terms and conditions can be found at www.mtis.com.my. These terms and conditions, as may be amended from time to time by MTIS, constitute the entire agreement of the parties with respect to the subject matter hereof and cancel and supersede all prior communications, representations, understandings, agreements and course of dealings. References to the and ldquo;MTIS catalogue and rdquo; include MTIS paper catalogue, MTIS website and any other catalogue of products published by MTIS in any medium.
1.2 De and #115;cr and #105;ptions of the Products and Services in the MTIS catalogue or otherwise communicated to the Customer are approximate only and shall not form any part of the contract with the Customer. MTIS shall not be liable to the Customer for any errors or omissions in its catalogue. The advertising of products and services in the MTIS catalogue is not an offer capable of acceptance, it merely constitutes an invitation by MTIS for the Customer to make an offer.
1.3 MTIS is a business-to-business supplier. The MTIS catalogue is intended for use by business customers and also for consumers or private individuals.
2. Prices
2.1 The prices of Products and Services are as set out in the MTIS catalogue that is current at the date of despatch of the Products or provision of the Services. Products which are not listed in the MTIS catalogue will be sold at the prices set out in the relevant MTIS quotation. All prices exclude goods and services and other similar taxes which shall be payable by the Customer. MTIS reserves the right to change prices without prior notice at any time.
3. Ordering
3.1 MTIS reserves the right to decline to trade with any company or person and may decline to accept any order.
3.2 MTIS may substitute an ordered Product where the Product has been superseded by the latest version. If the Customer confirms telephone, fax or internet orders, the confirmation must be marked and lsquo;confirmation only and rsquo; to avoid duplication. If the Customer orders the wrong Product or quantity, or duplicates orders, clause 12 will apply.
3.3 Each tender or quotation given by MTIS will remain valid for 30 days, except that they will not remain open for longer than the life of the paper catalogue edition current as at the date of the tender or quotation. A tender or quotation may be withdrawn by MTIS at any time before acceptance by MTIS of any order placed with MTIS.
4. Delivery
4.1 MTIS will aim to deliver Products in accordance with the Customer and rsquo;s order. The Customer and rsquo;s delivery options, and the prices for them, are set out on MTIS website or will be notified to the Customer at the time of receipt of order. Lead times for the Extended Range are published on the MTIS website and are approximate only and MTIS shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery will be made to the Customer and rsquo;s usual address as stated in its order, unless otherwise agreed in writing.
4.2 Times and dates for delivery quoted in the MTIS catalogue or by MTIS employees are approximate only and MTIS shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of Products marked in the catalogue as requiring special handling may (because of their nature) take longer to deliver.
4.3 If any delivery is late, the Customer must notify MTIS, and MTIS will endeavour to ascertain if the Product has been delivered or the expected delivery time of the Product to the Customer. MTIS may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable MTIS may also, at its discretion, offer an alternative delivery option. MTIS may notify the Customer if MTIS will be unable to fulfill any order for Extended Range Products within the published lead time, and will provide alternative options. To the fullest extent permitted by law, these are the Customer and rsquo;s exclusive remedies for late delivery.
5. Inspection, Transit Delays and Non-delivery
5.1 The Customer must inspect all Products as soon as reasonably possible after delivery and in any case, within 10 days of delivery or, in the case of (iv), the due date for delivery, give written notice to MTIS of:
i. Any defect in a Product that is apparent on reasonable examination. In this case MTIS shall, at MTIS discretion, replace the Product or refund the purchase price.
ii. Any shortfall in Products delivered. In this case MTIS shall, at its discretion, deliver the undelivered Products or refund the price of the undelivered Products.
iii. Any delivery of Products not in accordance with the order. In this case MTIS shall, at MTIS discretion, replace the Products or refund the purchase price.
iv. Any non-delivery of the Products. In this case MTIS shall deliver the undelivered Products or refund the price of the undelivered Products.
5.2 If the Customer fails to give any such notice, the Customer will be deemed to have accepted the relevant order as being delivered in accordance with the Customer and rsquo;s instructions and to have accepted the Products as being free from all apparent defects.
5.3 To the fullest extent permitted by law, the remedies set out above are the Customer and rsquo;s exclusive remedies in the circumstances described in paragraphs (i) to (iv) above. MTIS shall not be liable for any other losses, damages or expenses howsoever caused, whether due to the negligence or otherwise of MTIS or its servants, agents or sub-contractors.
6. Payment
6.1 If MTIS has not granted credit to the Customer, payment terms are cash with order.
6.2 Credit terms (subject to satisfactory references and MTIS absolute discretion) are available. If credit has been granted, the Customer must pay in accordance with the agreed terms. All payments must be made without any set-off, deduction or counterclaim.
6.3 If any sum is not paid on the due date for payment MTIS may:
i. charge the Customer interest calculated on the unpaid amount and accrued during the period from the due date until payment is made in full (whether before or after judgement) at the rate of one percent per month, compounded monthly;
ii. suspend delivery of the Products or Services under that and any other contract for as long as the default continues; and
iii. treat that and any other contract as repudiated by the Customer, if the Customer fails to pay any such unpaid amount within fourteen days of notice by MTIS.
7. Passing of Risk and Property
Risk of loss of or damage to the Products shall pass to the Customer on delivery. Title to the Products shall not pass to the Customer until all sums due to MTIS from the Customer for those Products have been received by MTIS, and until that time MTIS shall be entitled to the immediate return of all Products if the Customer is late in paying any sum to MTIS. The Customer grants MTIS, its employees and its agents an irrevocable licence to enter any premises of the Customer and to recover the Products for that purpose.
8. Product and Availability Information
MTIS reserves the right to discontinue any Product or to change its design at any time. Unless otherwise confirmed, nothing in the Catalogue is to be taken as a representation of the source of origin, manufacture, or production of any Products or any part of them.
9. Warranty
9.1 For Products: MTIS warrants that if any Product is defective, it will, at its option (to the fullest extent permitted by law), replace or repair the Product or refund the purchase price. This warranty is subject to a claim being notified in writing to MTIS within 3 months of the date of despatch of the Product, or such other longer period as may be indicated by MTIS for specific products from time to time.
9.2 For Services: MTIS warrants that if any Service is defective, it will, at its option, either rectify the Service or supply to the Customer free of charge a substitute Product in place of the defectively serviced Product. This warranty is subject to a claim being notified in writing to MTIS within 12 months of the date of the invoice, or such other periods as may be indicated by MTIS for specific Products from time to time.
9.3 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of MTIS. The Customer must deal with the defective Products in accordance with MTIS instructions.
9.4 The Customer must contact MTIS to notify MTIS in advance of the return of any Products and obtain a returns number, to be quoted on all paperwork. Returned Products must be accompanied by an advice note stating the invoice number and the nature of the defect. Where the Customer does not return Products in accordance with this clause 9, MTIS may refuse such Products and return them to the Customer at the Customer and rsquo;s cost.
9.5 The remedies set out above shall be MTIS sole liability and the Customer and rsquo;s sole remedy for any breach of warranty and in respect of the supply of Products and/or Services. Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions concerning the supply of Products and/ or Services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, merchantable quality, fitness for purpose and provision of services with reasonable care and skill). MTIS will not be liable to the Customer for any loss, damage or liability which arises out of the breach of implied warranties, terms or conditions or breach of any other duty of any kind imposed on MTIS by operation of law or for any negligence. The Customer acknowledges that it is responsible for ensuring that the Products and Services it orders are fit for the purposes for which it intends to use them.
10. Limitations of Use
Products sold by MTIS are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
11. Liability
11.1 To the fullest extent permitted by law, MTIS shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the MTIS technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.2 To the fullest extent permitted by law, MTIS shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:
i. any express or implied terms of the contract between MTIS and the Customer, or of any order accepted by MTIS;
ii. any duty of any kind imposed on MTIS by law; or
iii. any defect in the Products or Services.
11.3 If, notwithstanding any provisions of these terms and conditions, any liability attaches to MTIS, MTIS liability to the Customer arising out of or in connection with these terms and conditions or any order whether in contract, tort or otherwise in respect of one or more of
i. any express or implied terms of the contract between MTIS and the Customer, or of any order accepted by MTIS;
ii. any duty of any kind imposed on MTIS by law; or
iii. any defect in the Products or Services, shall, to the fullest extent permitted by law, be limited in the aggregate to RM600,000 or the total value of the order, whichever is greater.
12. Cancellations and Returns
12.1 The Customer may not cancel orders once accepted by MTIS. MTIS may allow an order to be cancelled at its discretion, subject to MTIS recovering from the Customer the costs incurred by MTIS. If only part of an order is cancelled, MTIS may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched prior to cancellation compared to the quantity ordered.
12.2 Additional terms and conditions apply to the cancellation and amendment of scheduled orders (i.e. orders for Products to be delivered periodically and which are specifically sourced for the Customer) which MTIS will provide at the time of order.
12.3 The Customer may only return Products to MTIS, and receive a credit or refund, on the following conditions:
i. the Customer must contact MTIS in advance and obtain the prior written consent of MTIS and (if available) obtain a returns number (to be quoted on all returned paperwork);
ii. Return must be made within 7 days of the date of delivery (as stated on the delivery documentation); see clause 12.4 where returns are made after this period. Products must be returned to MTIS in their original, unopened packaging and in a condition which will enable them to be immediately fit for re-sale; and
iii. Products must be adequately packed and dispatched freight prepaid by Customer, clearly labelled, to Multi Tech Industrial Services. 33,Jalan Laksamana 6,Taman Mewah Jaya,41200 Klang,Selangor.. The Customer shall be liable for any loss or damage of the Products until they are delivered to MTIS and MTIS shall not be obligated to give any credit or refund if the foregoing conditions are not complied with.
13. Services
13.1 MTIS offers repair and calibration Services in respect of Products. MTIS may quote a turnaround time target for these Services, but will be under no liability if it fails to comply with such target. The conditions which apply to each of the Services are set out below.
13.2 Repairs: The Repair Service is subject to the availability of parts and is only available if the Product has not suffered excessive physical or electrical damage and is free from modifications (other than those detailed in the Product literature). MTIS may at its absolute discretion either repair the Product or replace it with a substitute Product. Any Customer-generated software returned with a Product will be erased and MTIS shall not be under any liability whatsoever in respect of any data contained in such software.
13.3 Calibration: MTIS will check the Product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to national standards. MTIS will issue a dated and signed certificate of testing, which gives details of the measurements made. If MTIS has to carry out more than the minor adjustments appropriate to a normal recalibration routine, MTIS will either return the Product to the Customer or, on receipt of the appropriate order, will repair the Product subject to MTIS Repair Service conditions, before further Calibration. In this case, the Repair Service charge will be payable by the Customer in addition to the Calibration Service charge.
14. Rights in the Catalogue
The Customer acknowledges that MTIS and its licensors own the intellectual property rights in the catalogue, the catalogue content and the stock numbers, and that their whole or partial reproduction without MTIS prior written consent is prohibited.
15. Force Majeure
A force majeure event is any event beyond the reasonable control of MTIS (including strikes, traffic congestion, the downtime of any external line, or MTIS inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If MTIS is prevented or restricted from carrying out all or any of its obligations by reason of any force majeure event, then MTIS shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than 14 days, MTIS may cancel the affected order or cancel the whole or any part of these terms and conditions, without any liability to the Customer.
16. Compliance with Laws
16.1 The Customer shall observe all laws, regulations and requirements imposed in relation to the Products and the sale, labelling and storage of them in the jurisdiction in which the Customer or Products are situated, and shall indemnify MTIS against all actions, claims, costs, demands and expenses incurred or suffered by MTIS arising out of the breach by the Customer of this clause 16.1, including legal fees on a solicitor/client basis.
16.2 The Customer shall not knowingly sell to any buyer who is on, or who will supply the Products to any other person who is on, the US Denials List or any other embargoes or sanctions list. The Customer shall comply with all applicable export control, re-export, sanctions, embargoes and denied persons regulations and shall comply with any applicable MTIS policy in force from time to time (if there is any conflict between the two, the export controls shall prevail). The Customer acknowledges that it is the Customer and rsquo;s sole responsibility when exporting the Products to any other country or jurisdiction to ensure that the Customer complies with all applicable laws and regulations. The Customer shall indemnify MTIS against all actions, claims, costs, demands and expenses incurred or suffered by MTIS arising out of the breach by the Customer of this clause 16.2.
17.Law and Jurisdiction
The contract between MTIS and the Customer as applicable to each Customer order shall be governed by and interpreted in accordance with Malaysian law and the Customer submits to the non-exclusive jurisdiction of the Malaysian courts, but MTIS may enforce the contract in any court of competent jurisdiction.
