QLM Label Makers Sdn Bhd Company No. 214920-V (QLM) TERMS AND CONDITIONS OF SALE
Unless otherwise notified on the face of QLM’s invoice or otherwise agreed in writing by QLM, sales are made under these terms and conditions and will apply on the buyer’s acceptance of the goods notwithstanding any other terms or conditions which may have accompanied the buyer’s order or any other circumstances.
2. ACCEPTANCE OF BUYERS ORDER
These terms and conditions shall apply for every sale contract between QLM and the buyer and any terms or conditions of the buyer’s order deviating from or inconsistent with these terms and conditions are expressly excluded and rejected by QLM. This exclusion and rejection includes any statement by the buyer that the buyer’s terms and conditions shall prevail. A contract shall only be concluded between QLM and the buyer for supply of goods when the order has been accepted on QLM’s terms and conditions. These terms and conditions shall apply to every quotation or offer by QLM for the supply of goods.
All prices quoted by QLM shall:(a)be subject to sighting of artwork and “ex-warehouse”;(b)exclude insurance and delivery charges;(c)be invoiced at prices current at date of dispatch; and(d)exclude applicable taxes. A tax invoice will be issued specifying price plus tax when appropriate. QLM shall endeavor to comply with the buyer’s particular delivery and order specifications, however the buyer shall not be entitled to cancel the whole or part of their order or to claim compensation by reason of failure by QLM to comply with the buyer’s delivery requirements or minor variations to the goods as a result of complications within the manufacturing process or specifications. QLM reserves the right to partially deliver an order or deliver quantities per order with a variation of plus or minus 10% in quantity.
Payments are to be made direct to QLM, strictly net, without any deduction or discount other than as stated herein or in the relevant invoice or statement. Payments are to be made within the terms agreed. Failure by the buyer to pay invoices by the due date shall allow QLM the right to:(a)suspend or revoke trading terms, requiring payment prior to dispatch for future orders until terms are renegotiated; and/or (b) impose a late payment fee of RM50 or 10% (whichever is greater) up to a maximum of RM250 for each month the account remains unpaid.
5. RESERVATION OF TITLE
Until full payment in cleared funds is received by QLM for all goods supplied by it to the buyer, as well as all other amounts owing to QLM by the buyer under any other contract:(a)legal title and property in all goods supplied under any contract remain vested in QLM and do not pass to the buyer;(b)the buyer holds the goods as fiduciary agent and bailee for QLM;(c)the buyer must keep the goods separate from other goods and maintain the labeling and packaging of QLM so that they are readily identifiable as the property of QLM, however failure to comply with these requirements will not affect QLM’s title and property to the goods;(d)the buyer must not sell the goods except in the ordinary course of the buyer’s business; (e)the buyer holds and agrees to hold the proceeds of any sale of the goods on trust for QLM in a separate account into which no other monies shall be paid; however failure to deposit the proceeds of a sale into a separate account or to keep those monies separate will not affect the buyer’s obligation to deal with the proceeds as trustee of the proceeds for QLM. The proceeds of the sale of goods supplied will be held on trust for QLM until actual payment of the proceeds is made to QLM; and (f)QLM may without notice, enter any premises where it suspects the goods may be located and remove them without committing a trespass, notwithstanding that they may have been attached to other goods or land not the property of QLM, and for this purpose the buyer irrevocably permits QLM to enter such premises and also indemnifies QLM from and against all costs, claims, demands or actions by any party arising from such action. QLM and the buyer agree that nothing in this clause creates a charge in favour of QLM which is registrable under the Companies Act 2016 and “in the ordinary course of business” doesn’t include a sale on terms or for less than the invoiced cost of the goods.
6. LIMITED LIABILITY
(a)QLM shall, in no event, whether the claim is based on warranty, contract, tort, strict liability, negligence or otherwise, be liable for incidental or consequential damages, or for any damages in excess of the amount of the purchase price(b)QLM shall not be liable for any claim, loss or expense which is made seven (7) days from date of delivery or performance (or at all once goods have been unpacked, on-sold or otherwise used or applied) after which there shall be deemed to be unqualified acceptance.
7. WITHHOLDING SUPPLY
QLM reserves the right, irrespective of whether an order has been accepted and without notice, to withhold supply to the buyer. QLM shall not be liable for any loss or damage resulting directly or indirectly from such action.
8. MINIMUM ORDERS
QLM reserves the right to specify the minimum order value which it shall accept at any given point in time and to impose a surcharge should the buyer require delivery of goods having a value less than the minimum order value. Minimum order value is set at RM100.00 per invoice.
(a)Any date of delivery is an estimate only. QLM will not be liable for any loss or damage arising as a result of any failure by QLM to deliver by any agreed or specified date;(b)QLM may charge for any delivery;(c)the buyer will be deemed to have accepted delivery and liability for goods immediately QLM delivers to a carrier or to the buyer’s business premises or site whether attended or not;(d)a certificate purporting to be signed by an officer of QLM confirming delivery shall be prima facie evidence of delivery as shall any signed delivery docket; and(e)QLM will not be liable for delay, failure or inability to deliver any goods or perform any services.
10. CLAIMS AND RETURN OF GOODS
Acceptance of the goods delivered shall be deemed for all purposes to have taken place at the expiration of seven (7) days from the date of each delivery. No goods will be accepted for return unless agreed in writing by QLM prior to such return and then only upon conditions acceptable to QLM and at the Buyer’s entire risk as to loss or damage and provided the goods are in the sealed container in which they were delivered. Where QLM agrees to accept goods for return, a service/restocking fee of RM75.00 may be required from the Buyer. QLM’s liability for a breach of any conditions or warranty implied by the Consumer Protection Act 1999 (other than a condition or warranty implied by the Act) is limited to such one or more of the following as QLM decides:(a) the replacement of the goods or the supply of equivalent goods; or (b) the repair of the goods; or (c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (d) the payment of the cost of having the goods repaired.
All modifications and amendments to these provisions or any approvals hereunder must be in writing signed by a duly authorised signatory of QLM, if otherwise, they shall not be binding on QLM. QLM may at any time alter, add to or delete any of these terms and conditions.
12. PLACEMENT OF ORDERS
The buyer agrees:(a)in the event of any dispute concerning any order (including any question of identity or authority or any telephone, facsimile, email, e-commerce or computer generated order) that the internal records of QLM will be prima facie evidence of what was ordered;(b)each order it places shall be and be deemed to be a representation by it, made at the time, that it is and will remain in the future solvent and able to pay all of its debts as and when they fall due;(c)failure to pay QLM in accordance with these terms shall be and be deemed to be prima facie evidence that the buyer had no reasonable grounds for making the representation referred to in 12(b) and that the representations were unconscionable, misleading and deceptive; and(d)when any order is placed the buyer shall inform QLM of any material facts which would or might reasonably affect the commercial decision by QLM to accept the order and or grant credit in relation thereto. Any failure to do so by or on behalf of the buyer shall create and be deemed to create an inequality of bargaining position and be deemed to constitute the taking of an unfair advantage of QLM and to be unconscionable, misleading and deceptive.
13. RECOVERY AND COSTS
The buyer shall pay all costs and expenses (including legal costs on an indemnity basis) incurred by QLM and/or its agents in respect of the buyer whether relating to any debt, recovery of possession of goods or otherwise.
Upon any breach of these terms and conditions or default in any dealing with QLM by the buyer:(a)QLM may retain all monies paid to it and/or cease further deliveries and recover from the buyer any consequential loss of profits arising and/or at its discretion take possession of any goods not paid for, without prejudice to any other of its rights and without being liable to any party; and(b)the buyer agrees not to commence or continue or permit to be commenced or continued through it any action against QLM until any such default or breach is remedied.
If any part of these terms and conditions is found to be unenforceable for any reason then that provision will be severed from these terms and conditions and will not affect the enforceability of any other part of these terms and conditions.
16. BUYER RESTRUCTURE
The buyer will:(a)notify QLM in writing of any change in its structure or management including any change in directors, shareholders, management or change in partnership or trusteeship or of the sale of any material part of its business within 7 days of any such change; and(b)will be liable to QLM for any purchases from QLM by any party acquiring any material part of the buyer’s business until such notice is given.
17. CREDIT LIMIT
QLM can vary or withdraw any credit facility at any time at its discretion without liability to the buyer or any other party.
If QLM elects not to exercise any rights arising from any breach of these terms it shall not be a waiver of any rights relating to any subsequent or other breach.
The buyer indemnifies QLM against any claim or loss arising from or related to any dealing with QLM or anything arising there from or arising as a result of or subsequent to any breach of these terms or any part of the Consumer Protection Act 1999.
20. FORWARD ORDERS
For any order or forward order, the buyer agrees to:(a)pay for so much of any order as is invoiced by QLM; and (b)that no delay or failure to fulfill any part of any order or any alleged delay in or any incomplete delivery shall entitle the buyer to cancel or vary any order or delay or reduce any payment.
21. FORCE MAJEURE
QLM will not be in default or breach of any contract with the buyer or any of these terms as a result of force majeure. Force majeure means any cause beyond the reasonable control of QLM and includes any strike or lock-out.
(a)If the buyer commits or is involved in any act of insolvency it agrees that this should be deemed in default under these terms;(b)an act of insolvency is deemed to include bankruptcy, liquidation, receivership, administration or the like.
23. ABILITY TO SUPPLY
QLM will not be liable for any delay in supply or availability of any goods or services and may allocate them between buyers at its discretion.
24. CREDIT INFORMATION
The buyer irrevocably authorises QLM and its servants and agents to make such enquiries from time to time as QLM may deem necessary to obtain information and/or to investigate the creditworthiness of the buyer including enquiries with persons nominated as trade references, bankers of the buyer, any other credit provider, any credit reporting agency and/or any similar body and/or related information service [“the Sources”] and including personal credit and consumer credit information and any property, business and/or solvency information. The buyer by this clause irrevocably authorises the Sources to disclose anything about the buyer which is in the Sources’ possession and the buyer agrees that QLM may disclose any information it has about the buyer to any interested person (subject only to any obligations QLM may have under the Personal Data Protection Act 2010).
The buyer agrees that all contracts made with QLM shall be deemed to be made in the State nominated by QLM and the Buyer agrees to submit to the jurisdiction of the appropriate Court nominated by QLM in that State.