element14 Sdn. Bhd. formerly known as Farnell Components (M) Sdn. Bhd.
Company Registration No:
Conditions of Sale
(Not applicable to export transactions)
Issue date of Conditions: November 2011
“Catalogue” means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out;
Reference in these Conditions to any legislation or regulation includes any re-enactment, amendment or substitution of such legislation or regulation.
“Company” means element14 Sdn. Bhd. trading as element14, its successors and assigns;
“Conditions” means these terms and conditions;
“Contract” means any contract between the Company and the Customer for the sale and purchase of Supplies;
“Customer” means the person(s) or company whose order for the Supplies is accepted by the Company;
“Goods” means any goods supplied or to be supplied by the Company to the Customer;
“Services” means any services supplied or to be supplied by the Company to the Customer;
“Supplies” means any Goods or Services;
“in writing” includes electronic communications.
All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer's standard terms and conditions. If there is any conflict between
- the other provisions of this Catalogue and these Conditions; or
- the provisions of the order and these Conditions
these Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.
The Company has used all reasonable endeavours to ensure that prices for the Supplies are accurately set out in the Catalogue but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in instalments (referred to in these Conditions as 'Scheduled Delivery'), the prices of Supplies to be delivered within 90 days of the date of order will be those applicable at the time of despatch of the first batch of Supplies. Where Scheduled Delivery may continue over a period of 90 days or more from the date of order, the Company reserves the right to increase prices to those applicable at the date of despatch. Special services or custom requirements applied to Goods at the Customer's request shall be charged at the price quoted in writing.
Payment is due not later than 30 days of the Company's invoice, without any deduction, set off or withholding whatsoever. Time for payment shall be of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
- cancel the order or suspend any further deliveries or performance;
- appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
- charge interest (both before and after any judgment) on the amount unpaid at the rate of 5% per annum above the HongKong and Shanghai Banking Corporation prime rate from time to time until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).
The Company reserves the right to charge for copy invoices or where the original has been lost or misplaced by the Customer. If legal action is taken to recover monies due to the Company the Customer shall reimburse to the Company all legal and other costs and expenses incurred by the Company in such recovery and the Company reserves the right to charge the Customer an administrative fee to cover its internal costs.
5. NEW ACCOUNTS
The Customer should complete the credit application form enclosed in the Catalogue or available on request. Any credit limit granted to the Customer shall at all times be discretionary and may be reduced, suspended or withdrawn at the discretion of the Company at any time without prior notice.
Commercial Credit Account is only available to bodies corporate and not to individuals.
Non-bodies corporate may purchase goods by cash, Visa or Mastercard from the Company's Trade Counter.
The Company reserves the right to decline to trade with any company or person. To avoid duplication, any written confirmation of telephone orders sent must be clearly marked 'Confirmation only'. The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly. The Company does not impose any minimum order requirements on orders to be charged to a credit account with the Company. For cash and credit card transactions a minimum order requirement of RM 20.00 will apply.* Orders for Goods are accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
* Please take note that there is a delivery charge of RM 20 for orders below RM 150 .
7. STANDARD DELIVERY
Provided that Goods are in stock, the Company will use its reasonable endeavours to despatch Goods ordered before 4.00 pm Monday to Friday on the same working day and Goods ordered after 4.00 pm Monday to Friday on the next working day.No commitment is given in relation to delivery times achieved. Next day delivery and free delivery may be available in certain areas and subject to certain conditions and limitations. Further details are available from the Company's sales representatives.
Free delivery is not available on Goods marked with the symbol H alongside the order code in the Catalogue and may not apply to Goods which are specially sourced or not in the Catalogue. The Company reserves the right to charge for delivery, packing and insurance in transit for all such Goods.
The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 8 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance, even where it arises as a result of the negligence of the Company or its carriers. Time for delivery and/or performance shall not be of the essence. Delivery will be made to the address specified by the Customer. The Company may use any method of delivery available to it.
The Company reserves the right to deliver or perform by instalments. Failure to meet a scheduled delivery or performance date shall not prevent or restrict the Company from making further deliveries or rendering subsequent performance under the relevant Contract by instalment. Scheduled Deliveries can only be accepted for a maximum period of 12 months from the date of order.
8. INSPECTION, DEFECTS AND NON DELIVERY
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery, or in the case of Services, performance, and, except as set out in Condition 14 below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 7 days of inspection. The Company does not write software comprised in the Goods and it is the Customer's responsibility to check for the presence of computer viruses before such Goods are used. If the Customer receives a damaged parcel, the Customer should take photographs of the parcel to confirm the damage and notify the Company immediately prior to opening the parcel.
The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 3 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events.
Any liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 8 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in this Catalogue, on despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer's description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company's negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
10. RISK AND OWNERSHIP
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever.
Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
This Catalogue remains at all times the sole and exclusive property of the Company.
No Goods may be returned other than with the prior agreement in writing of the Company. Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a returns authorization number ('RAN'). All Goods are returned at the Customer's risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return. Appropriate precautions must be taken in respect of Goods classed as 'static sensitive'.
All Goods accepted for return should be returned for receipt by the Company within 7 days of delivery. The Customer should return the Goods to “Returns Department, element14, First Subang, S-12-03,
47500 Subang Jaya,
Selangor Darul Ehsan, Malaysia” clearly quoting the Customer's account number, order number and RAN.
Any Goods returned as 'unwanted' or 'incorrectly ordered' may at the discretion of the Company be subject to a restocking fee of 20% of the invoice value of the Goods (subject to a minimum charge of RM20.00).
The Company expressly reserves the right (without limiting its discretion under this Condition 11) to refuse the cancellation of any order for or return for credit of Goods supplied by the Company which are not in the Catalogue, are notified by the Company to be not-in-catalogue Goods, are sourced from element14 inc, consist of software or contain any hazardous substances referred to in the European Union's Directive number: 2002/95/EC relating to restrictions of the use of certain hazardous substances in electrical or electronic equipment. Consumable items are non-returnable.
The Company shall have a general lien in respect of all sums due from the Customer upon all Goods to be supplied to the Customer or upon which work has been done on the Customer's behalf and upon fourteen days written notice to the Customer, the Company may sell such Goods and apply the proceeds towards the satisfaction of any sums due to the Company.
13. PERFORMANCE AND FITNESS FOR PURPOSE
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company's negligence or otherwise.
The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer's unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. Except as set out in Condition 15, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition 13 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company's option, the supply of replacement Supplies which are sufficient and suitable.
The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
In addition, the Company will, free of charge, repair or, at the Company's option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error.
This obligation will not apply:
- if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
- because the Customer did not follow the manufacturers' instructions for storage, usage, installation, use or maintenance of the Goods;
- if the Customer has failed to notify the Company of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection; or
- if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods or performance of the Services.
Any replacement Supplies made or Goods repaired under this Condition 14 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 14. The Customer shall ensure that the Company's employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company's arrival on site.
Except as set out in 15 below and 8 above, this Condition is the Company's sole obligation and the Customer's sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
- The Company shall not be liable for any damage, loss, cost, claim or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the negligence of the Company, its employees, agents or subcontractors.
- The Company does not exclude or restrict its liability for any matter for which it would be illegal for the Company to exclude or attempt to exclude its liability. Nothing in these Conditions of Sale excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
- Except for any rights to have Goods repaired or replaced or Services re-performed or to receive a refund of any price paid as expressly set out in these Conditions, the Company will be under no liability to the Customer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and the like) howsoever caused or arising out of or in connection with:
- Any of the Supplies, or their manufacture, sale, performance, characteristics or any failure or delay in performance or supply of the Supplies by the Company or on the part of the Company's employees, agents or subcontractors;
- Any breach by the Company of any of the express or implied terms of the Contract;
- Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
- Any acts or omissions of the Company at the Customer's premises;
- Any statement made or not made or advice given or not given by or on behalf of the Company (including without limitation any statement as to compliance with legislation or regulation); or
- Otherwise under the Contract.
- Except as contemplated by Condition 15 (ii), these Conditions set out the entire liability of the Company to the Customer in respect of the Supplies and shall be in lieu and to the exclusion of all other warranties, conditions, and other terms implied by statute or common law save for any implied terms which by law cannot be excluded. The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to repairing, replacing or, in the case of Services, re-performance or, in any case, at the Company's option, refunding monies already paid in respect of the Supplies. And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations express (other than those set out in these Conditions or given in accordance with them) or implied, statutory, customary or otherwise shall be limited to repairing or replacing Goods or, in the case of Services, re-performing the Services or, at the Company's option, refunding monies already paid in respect of the Supplies..
- Each of the Company's employees, agents and subcontractors may rely on and enforce the exclusions of and restrictions on liability in these Conditions in that person's own name and for that person's own benefit.
16. PRODUCTWATCH AND element14 PRODUCTFIND
The Customer acknowledges that these services are provided free of charge. Without limiting the generality of Condition 15:
- In relation to ProductWatch
The Company will make all reasonable efforts to inform the Customer of the pending obsolescence or replacement of any Goods but accepts no liability for failing to do so in a timely manner or at all, nor for failing to provide details of possible or appropriate substitutes or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods suggested are suitable for the Customer's intended use and no representations or warranties are provided in this regard.
- In relation to element14 ProductFind
The Company will make all reasonable efforts to assist the Customer in identifying and/or procuring suitable Goods but accepts no liability for failing to do so in a timely manner or at all nor for failing to source possible or appropriate Goods or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods are suitable for the Customer's intended use and no representations or warranties are provided in this regard.
17. USE OF PERSONAL DATA
"Personal Data" means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Company) the Company can identify that Customer or that representative, regardless of how and when that data is provided.
The Company may process Personal Data for some or all purposes contemplated in these Conditions or arising in the context of the relationship between the Company and the Customer, including:
- Deciding whether to enter into any contract or arrangement with that Customer. This may include conducting credit reference searches against a Customer or its representatives and the disclosure of information to the relevant agency as to how that Customer conducts its account;
- Order fulfilment, administration, customer services, profiling the Customer's purchasing preferences and to help the Company understand and develop its business;
- Direct marketing of the Company's products and services and/or of the products and services of other companies in the Premier Farnell Group or third parties which the Company believes may be of interest to the Customer or its representatives, whether by post, fax, telephone, email, SMS, MMS or otherwise;
- Crime prevention or detection.
The processing of the Personal Data may involve:
- The disclosure of that Personal Data to the Company's service providers, agents, advisers and representatives;
- The disclosure of that Personal Data to other companies in the Premier Farnell Group whose products and services the Company believes may be of interest to that Customer or representative;
- The disclosure of that Personal Data to third parties whose products and services the Company believes may be of interest to that Customer or representative;
- The transfer of Personal Data outside of Malaysia including to countries whose laws may not provide adequate protection to Personal Data. The Company will only transfer Personal Data outside Malaysia to companies who have guaranteed to the Company the same level of protection as that Personal Data would have received in Malaysia.
The Company assumes that it may use Personal Data for all these purposes unless and until notified to the contrary. If, at any time, the Customer or its representative does not wish his or her Personal Data to be used for any or all of the above purposes, please contact the Marketing Manager, element14, First Subang, S-12-03,
47500 Subang Jaya,
Selangor Darul Ehsan, Malaysia or notify any of our sales representatives when placing an order.
18. INTELLECTUAL PROPERTY RIGHTS
The Supplies in this Catalogue may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer's ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising.
In particular, without limiting the above, title in any software program forming part of the Goods is reserved to the Company and/or its suppliers. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable. Such programs may be used only with the Goods.
The Company owns full copyright in respect of this Catalogue and its reproduction in whole or part is prohibited without the Company's prior written consent.
In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
20. COUNTRY OF ORIGIN
Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part thereof. Any fees incurred by the Company to provide certificates of origin (where available), will be charged to the Customer at cost.
Separate Conditions of Supply apply to export transactions and are available on request from the Company's export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within Malaysia and any import or export regulations in force in the country for which the Goods are destined.
Certain Goods imported from the United States of America are subject to specific restrictions. With respect to goods manufactured in the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not import, export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies. The Company reserves the right not to supply certain customers or to certain countries and to require from the Customer full details of the end use and final destination of the Goods.
22. TRADE COUNTER
The Customer must produce an official order if calling directly at the Trade Counter or having previously ordered by telephone or facsimile, if the Goods are to be charged to the Customer's commercial credit account. Goods can only be purchased by cash, Visa or Mastercard from the Company's Trade Counter. Payment cannot be accepted by these methods for Goods ordered for delivery.
23. BUSINESS CUSTOMERS
The Company is a business to business supplier. The Catalogue and any specialogues and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.
24. AGE REQUIREMENT FOR CERTAIN GOODS
Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.
25. PROHIBITED APPLICATIONS
The Goods are strictly prohibited for use in anti-personnel landmines, or in any connection with biological, chemical or nuclear weapons or missiles to deliver them under any circumstances.
The Goods are not authorised for use in space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, environmental damage or severe property damage. Use or inclusion of the Goods in any such equipment, system or applications is also strictly prohibited.
The Customer will indemnify the Company and its suppliers against any and all losses, liability and expense (including legal and other costs) resulting from any such inclusion or use even if damage is attributed to defective design or manufacture.
26. FORCE MAJEURE
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company's obligations under these conditions if the delay or failure was due to any cause beyond the Company's reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
27. LEGAL CONSTRUCTION
All Contracts shall be governed by the laws of Malaysia. The Courts of Malaysia shall have jurisdiction to settle any disputes which may arise out of or in connection with any Contract. The jurisdiction agreement contained in this Condition is made for the benefit of the Company only and the Company shall retain the right to bring proceedings in any other Court of competent jurisdiction. The parties agree to submit to the said jurisdiction of Malaysia.
Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partial enforcement by the Company of any provision of these Conditions shall not be construed as a waiver by the Company of any of its rights under these Conditions.
The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any company in its group at any time. For the purposes of this Condition, “group” shall mean, in relation to the Company, the Company, any other body corporate which is the Company's holding company or subsidiary and any other body corporate which is a subsidiary of that holding company.
THESE CONDITIONS SUPERSEDE ALL PREVIOUS ISSUES
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