Agro-Industrial Supplies [M] Sdn. Bhd.
Lot 25-28 & 32,
KawasanPerusahaan Bandar Darulaman,
06000 Jitra, Kedah Darul Aman,
: 604.917 9591
: 604.917 9596
Agro-Industrial Supplies [M] Sdn. Bhd.
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Terms & Conditions
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STANDARD CONDITIONS OF TRADING 1.GENERAL 1.1.These conditions constitute the only conditions on which Agro-Industrial Supplies (M) Sdn. Bhd. (“Agro”) is willing to supply goods (“the Goods”) and provide engineering services (“the Services”) to any person to whom a quotation, confirmation of order or contract is addressed (“the Customer”). 1.2.These terms and conditions shall prevail over any terms and conditions in the Customer’s order or any other document issued by him except where specifically agreed to by Agro in writing. 1.3.No employee of Agro has any authority whatsoever: 1.3.1.To alter, vary or waive these Conditions in any way; 1.3.2.To make or give any representation or warranty whatsoever in relation to either the Goods or the Services unless expressly authorized in writing by a Director of Agro. 1.4.Where any legislation is compulsorily applicable to any business undertaken by this Contract these Conditions shall be read as subject to such legislation and if any part of these Conditions is inconsistent with any obligatory statutory provision then these Conditions shall be overridden to that extent but no further. 1.5.Orders given by the Customer in respect of quotations are not binding on Agro until they have been accepted in writing by Agro. 1.6.No clerical errors or omissions in any quotation or in the acceptance of orders shall annul the sale but shall be subject to subsequent correction by Agro and no compensation will be allowed to the customer in respect of the same. 1.7.Agro may employ the services of any other independent contractor for any entitled to the same rights and protection as Agro under these Terms and Conditions of such independent contractor. 2.PRICES 2.1.Prices on quotations are open for acceptance within the period stated therein or when no period is so stated, within 30 days only after its date. Agro has the right to vary prices by notice to allow for: 2.1.1.Increase in raw materials or other cost outside Agro’s control. 2.1.2.Any increase in the price of bought in components between the dates of delivery at any other place other than the premises of Agro. 2.2.All prices are strictly net ex-works and do not include the cost of packing or delivery at any other place other than the premise of Agro. 2.3.Prices do not include packing cases and other packing materials which must be returned to Agro’s works at the Customer’s expense and in good condition within one month from the date of receipt. It not so returned they will be charged for. 2.4.If the customer requests any variation of work during the course of a contract adjustments to the price shall be charged on a day work bases or a unit rate whichever is appropriate. Agro have the right to refuse to accept variations to the contract. 3.ILLUSTRATIONS, LEAFLETS AND CATALOGUES ETC. 3.1.All illustrations, leaflets, drawings, catalogues or other matter issued by Agro or on their behalf and particulars of size, weight, measurements, output and performance contained in any of them or in any quotation are approximate only and not binding on Agro as to detail. 3.2.Information, descriptions and illustrations in the publications referred to in 3.1 and any price lists supplied are subject to alteration, are illustrative only and do not form part of the contract. 4.AVAILABILITY 4.1.All goods are sold on the basis that the goods will be available to Agro’s at the time of delivery. 4.2.Agro reserves the right to withdraw products and services without prior notice. 5.TERM OF PAYMENT 5.1.To approved accounts, and unless otherwise agreed, payment shall be made in one of the following ways: 5.1.1. 100% at time of order, or 5.1.2. 50% with the order, 50% before delivery, or 5.1.3. 30% with the order, 30% 1 month after order, 30% 2 months after order, 10% before delivery 5.2.The terms applicable to specific order will be advised by Agro before the contract is made. 5.3.Any settlement terms that may be offered shall be for payment in full within 30 days from the date of dispatch unless otherwise agreed by Agro in writing. 5.4.Interest will be chargeable on overdue accounts at the rate of 6.55% p.a. over the bank’s base lending rate. 5.5.Agro reserves the right at its own discretion to require payment before delivery. 5.6.Payment will be made in full without any deduction or delay in respect of any set-off counter claim or dispute unless confirmed by Agro in writing. 5.7.Payment terms for goods to be dispatched outside of Malaysia will be agreed before the contract is made. 5.8.If a customer refuses delivery or neglects to arrange agreed collection of goods, then payment is due at the time of notification of availability. 5.9.Order is considered cancelled and all prior payments and goods are the property of Agro when any payment is overdue for 3 months. 5.10.All payments are non-refundable. 5.11.If inferior and/or unacceptable quality raw material is provided by the Customer for test-run and/or commissioning of plants on an agreed date, payment withheld for the test-run and/or commissioning stage shall be due at the time, with or without the test, regardless of the test result. 6.COMPLETION 6.1.Agro agrees to use all reasonable endeavors to manufacturing the Goods or complete the Services on the date agreed or if no date is agreed in reasonable time form the date of the Contract. 6.2.Time shall not be of the essence of this Contract either in relation to the manufacture of the Goods or the completion of the Services and Agro shall not be liable for any loss or damage howsoever arising directly or indirectly from failure to manufacture the Goods or complete the Services by any date specified in this contract. 6.3.Test-run and/or commissioning of plants shall be done with good and/or acceptable quality raw material, provided by the Customer. 7.PASSING OF RISK 7.1.The customer will bear the risk of loss or damage to the Goods from the earlier of: 7.1.1.The delivery of Goods to the Customer. 7.1.2.The time the Goods are collected by the Customer or his agent from Agro. 7.2.On collection of Goods by the Customer or the delivery of the Goods to the Customer the Customer shall carefully examine the same and shall notify Agro by written notice to be received by Agro within 3 days of collection or delivery as the case may be of any defects in the Goods which are reasonably discoverable on careful examination. 7.3.Agro shall be discharged from all liability in respect of such defects unless written notice of such defects is received by them within 3 days of collection or delivery as the case may be. 8.TITLE 8.1.The property in the Goods shall not pass to the Customer until they are fully paid for. 8.2.In the event that the price of the Goods is not paid by the Customer by the due date then Agro shall at their absolute discretion be at liberty either to recover the Goods or maintain an action for the price of the Goods. 8.3.For all purposes the Customer grants to Agro an irrevocable lien on the Goods until the price is paid and permits Agro access to recover the Goods wherever they are. 8.4.If the customer resells the Goods before they are fully paid for the Customer shall hold the proceeds of such sale on trust for Agro and place the proceeds into a separate account. 9.WARRANTY AND LIMITATION OF LIABILITY 9.1.Agro shall at its option either: 9.1.1.Credit the Customer with the price paid by the Customer, or 9.1.2.Make good by repair, or 9.1.3.Supply a replacement where defects which under proper use appear in the Goods supplied which are of Agro’s own manufacture or in respect of the Services rendered within 12 months of the date when Agro notified that the Goods were ready for collection or the Services are completed. 9.1.4.PROVIDED THAT: 220.127.116.11.The defects arise solely from faulty design (other than a design made, furnished or specified by the Customer) materials or workmanship. 18.104.22.168.The Goods have been used in accordance with the recommendations of the manufacturer. 22.214.171.124.Notice of any defect shall have been given to Agro promptly and in writing and in any event no later than 12 months of the date when Agro notified the Customer the Goods were ready for collection or the Services were completed. 9.2.Agro do not accept any liability for any goods which they have not manufactured. In the case of such goods Agro shall, if required to do so by the Customer in writing, use all reasonable endeavors to procure for the Customer the benefit of any warranty or guarantee provided to Agro by any such third party. 9.3.Agro do not accept any liability for: 9.3.1.Information or plans relating to builder’s or structural work 9.3.2.The requirements of local or other authorities in respect of planning, building or safety regulations and provisions. 9.4.Agro’s liability under this Clause shall be in place of any warranty or condition implied by laws as to the quality or fitness for any particular purpose of the Goods or Services. 9.5.The Clause shall represent the entire liability of Agro its employees, servants and agents in respect of defective Goods and Services and Agro shall not be under any liability whether in contract tort or otherwise in respect of defects in the Goods or Services supplied or for any injury (other than personal injury caused by the negligence of Agro, damage or loss whatsoever howsoever resulting directly or indirectly. 9.6.Should the Customer specify any particular make or design or goods then Agro shall have no liability for any failure of that design or quality of those goods. 9.7.Should the Customer specify any particular design or mode of manufacture to be used in the supply of Services then Agro shall have no liability for the failure of that design or the quality of those Services. 10.CANCELLATION AND VARIATION 10.1.Agro is under no obligation to accept cancellation of the contract by the Customer. 10.2.The Customer will not be entitled to rescind the contract in respect of any goods or supplies which are specially ordered, manufactured or fabricated for the Customer. 11.INDEMNITY 11.1.The Customer shall fully indemnify Agro against all actions, costs, claims, and demands by third parties and whether arising in Contract of from breach of statutory duty or in tort (including negligence) or otherwise howsoever arising either directly or indirectly from: 11.1.1.The Goods or Services supplied by Agro 11.1.2.Any failure by the Customer to obtain any necessary permissions, consents, or licenses for the manufacture or use of the Goods. 11.2.The Customer warrants that any design or instructions furnished or given by the Customer shall not be such as will cause Agro to infringe any letters patent, registered design, trademark, copyright, industrial or intellectual property rights whatsoever in the execution of the order. 12.TERMINATION 12.1.If the Customer commits an act of insolvency or is unable to pay its debts enters into liquidation either compulsory or voluntary (except for the purpose of amalgamation or reconstruction) or passes a resolution for a creditors winding up or if a receiver of the Customer’s undertaking property or assets or any part of the same shall be appointed then Agro shall have the right immediately to determine any contract and shall be entitled to recover from the Customer all losses which arise as a result of such termination. 13.FORCE MAJEURE 13.1.Agro shall not be liable for any delay or failure in carrying out its obligations caused wholly or in part by an Act of God, war, fire, storm, flood, strike, lock-out, force majeure, inability to obtain adequate labor, materials, manufacturing facilities or any other cause beyond the control of Agro. 13.2.Either party may give up notice to the other determining this Contract if there has been a delay in completing the Contract as a result of the circumstance specified in Clause 13.1 above. 13.3.On determination of the Contract under Clause 13.2 above Agro shall refund to the Customer any sums which the Customer has already paid on account of the price of Goods and Services or any part thereof after deducting only such amount as may be due to Agro in respect of work already carried out by them or supplies of goods obtained. 13.4.If Agro have only been able to partly complete an order by reason of the events referred to in Clause 13.1 above then Agro shall be entitled to a quantum merit payment in respect of all work done by it. 14.WAIVER 14.1.No waiver by Agro in respect of any breach by the Customer of its obligations shall operate as a waiver in respect of any subsequent breach by the Customer of those obligations. 15.LEGAL CONSTRUCTION 15.1.This contract shall be interpreted and take effect as a Malaysian contract in accordance with the laws of Malaysia and the Customer agrees to submit the jurisdiction of the Malaysian Courts. Revision 3
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