In the General Conditions for Sales and Supply the following expressions shall have the meaning as herein set out:
(a) “The conditions” mean these General Conditions for Sales and Supply.
(b) “Hafele or HAFELE” means “HAFELE (MALAYSIA) SDN BHD”.
(c) “The customer” means any person, firm or company or the legal assignee or successor of such person, firm or company.
(d) “The goods” means the items specified in the order submitted by the customer to HAFELE.
(e) “The contract” means the agreement between the customer and HAFELE for the supply of goods to the customer.
1. The customer accepts that these conditions shall apply to all legal relations between itself and HAFELE to the exclusion of any other terms including any conditions, warranties or representations written or oral expressed or implied, even if contained in any of the customer’s documents which purport to provide that the customer’s own terms shall prevail. Such conditions, warranties or representations are hereby expressly excluded. Any variation from these conditions as well as verbal, telegraphic or telephone statements made by representatives of HAFELE or Authorized agents are always provisional and require a confirmation by HAFELE in writing, signed by a person authorized to act on behalf of HAFELE.
2. No person employed by HAFELE, nor any agent of HAFELE have any authority to make or give any representation of warranty whatsoever, whether verbal or in writing in relation to the goods. The provision of any quotation or estimate by HAFELE does not form part of any offer or representation made by HAFELE.
3. All specifications, drawing descriptions and catalogues issued by or on behalf of HAFELE are intended merely to give a general description of the items that HAFELE is able to supply and any person reading them may not rely on anything contained therein as being a Representation of fact concerning the goods sold by HAFELE or a warranty relating thereto whether as to their condition or otherwise.
1. Any order made by a customer must be in writing. An order will only be accepted by HAFELE with a written confirmation. However, for walk-in customer, the order will be accepted by way of actual delivery of the goods ordered from HAFELE to the customers.
2. HAFELE reserves the right to amend the order placed by the customer. In the event of any such amendment, HAFELE shall only proceed with an amended order after it receives the customer’s written acceptance of the amended offer.
3. Cancellation of order that is confirmed by customer is strictly not allowed.
1. The customer shall pay the full price of the goods to HAFELE, as per the terms provided to the customer on HAFELE’S invoice, which HAFELE provides on delivery of the goods.
2. If any sums are not paid on the due date, HAFELE shall have the right to claim interest on the outstanding sum at a rate of 1% over Maybank’s base-lending rate from the due date until date of payment.
V. Terms of Delivery
1. Delivery shall be made on the date shown on HAFELE’s Order Confirmation; such delivery may be extended by HAFELE up to four weeks.
2. Delivery shall be prompt, unless there is a change on either side.
3. The delivery period will be extended by an appropriate amount of time in the event of force majeure which shall include, but not be limited to acts of god, war, riots, industrial disputes, strikes, flood and locks outs and unforeseen obstacles which are beyond HAFELE’s control insofar as such obstacles can be shown to have exercised a considerable influence on the completion or delivery of the goods.
4. If a dispatch is delayed by the customer, HAFELE shall be entitled on the expiry of 30 days after notifications of readiness of the goods for dispatch, to invoice the customer for storage costs if the goods are stored in the warehouse of HAFELE or by an authorized agent. In any case HAFELE reserves the right to invoice at least 1/2% of the invoice amount for every calendar month or a minimum charge of RM200 per month. This rate shall be higher if HAFELE incurs higher costs. HAFELE shall be entitled to fix appropriate extended period of grace and on its expiry without delivery having been taken, to dispose otherwise of the goods and to supply the customer within an appropriate delivery period at the prices then valid.
5. Partial deliveries are allowed if the customer bears the cost after the 1st delivery.
6. Special terms of delivery are subject to a particular written agreement by both parties.
VI. Passing of risk
1. The risk of accidental damage as well as deterioration of the goods shall be passed to the customer immediately upon customer receiving the goods for all sales within Malaysia. However, for export sales out of Malaysia, we shall follow the incoterms agreed on the order confirmation.
2. Should the dispatch be delayed in consequences of circumstance attributable to the customer the risk in the goods shall pass to the customer from the date of notification of readiness of the goods for dispatch.
VII. Warranty and defects
1. HAFELE guarantee’s that the goods are of satisfactory quality as provided in the sale of Goods Act.
2. Without limiting the above ,HAFELE’s expressly excludes liability arising from
(a) failure to comply with HAFELE’s instructions of fitting or installation; or
(b) use of goods in excess of performance or load bearing specifications stated in HAFELE’s catalogues, drawings or descriptions; or.
(c) any modifications or adaption made to the goods by the customer or any third party.
3. Without prejudice to the above sub clauses, HAFELE’s liability for any defect shall be limited to replacing the defective goods or refunding to the customer the invoice price of those goods against redelivery of those goods from the customer to HAFELE. Under no circumstances HAFELE shall be liable for any indirect or consequential loss of any nature suffered by the customer and arising out a defect.
4. Nothing in this clause is intended to exclude or limit HAFELE’s liability for any personal injury or death if and to the extent that such injury was caused by the gross negligence of HAFELE, its employees or agents.
5. Unless any complaint about quality of the goods are received in writing by HAFELE within fifteen (15) days from the actual delivery thereof the customer shall be deemed to have accepted the goods as being free from defects and in accordance with contractual quantity; and shall pay HAFELE in full as per amount in invoice.
VIII. Right to withdrawal
1. HAFELE shall be entitled to withdraw from the contract especially in the following cases:
(a) In the event of force majeure as set out in V.3 of the conditions, provided these events last for more than three months or they make it ultimately impossible for HAFELE to deliver the goods;
(b) In the event that after conclusion of the contract such circumstance relating to the customer become known to HAFELE which throws doubt on the question of the customer’s credit worthiness or inability to pay in which case HAFELE is alternatively entitled in its sole discretion to refuse performance until suitable security has been given.
2. The customer shall have no right of whatsoever nature against HAFELE to claim damages for losses of any kind arising from the execution of the right granted under this clause.
IX. Application law
1. The contract between HAFELE and the customer shall be governed and constructed in accordance with the laws of Malaysia.
X. Place or jurisdiction
1. The customer agrees to submit to the jurisdiction of the court located at the registered address of HAFELE without prejudice to HAFELE’s right to issue proceedings at the customer’s place of business.
XI. Final provisions
1. The headings of the clauses are for convenience only and have no importance for the interpretation of these conditions.
2. Should any of these provisions be invalid or become invalid or become invalid for whatsoever reason the remaining provisions shall be unaffected. Such invalid provision shall be substituted by a valid provision which comes as close as possible to the originally intended commercial purpose of the invalid clause.
3. Where appropriate in these conditions the singular shall include the plural and vice versa and where there are two or more persons, firms or companies in the definition of the customer then the obligation imposed on them shall be joint and several obligations.
Hafele (Malaysia) Sdn Bhd