1. Bohlasia Steels Sdn Bhd (thereinafter referred to as Bohlasia) only do business upon and subject to the terms and conditions printed below which shall be deemed to be incorporated to the exclusion of any terms inconsistent therewith in any order received or accepted. All printed Quotations and Estimates are subject to alteration without notice and all orders are subject to Bohlasia’s acceptance.
2. If Bohlasia’s obligations or any of them shall be prevented, hindered or interfered with by war, strikes, accidents or Vis Major or by any cause whatsoever and however beyond Bohlasia’s control, Bohlasia shall have the option to suspend or cancel any obligation then unperformed.
3. Accounts must be paid by the due date strictly in accordance with the terms set out in the Bohlasia quotation. Overdue accounts are strictly nett and liable to interest at a rate of 1.5% per month. While any account of a Purchaser is overdue Bohlasia reserves the right to suspend performance of any of their obligations to such Purchaser.
4. All quotations are given and goods and materials sold subject to the conditions that in the event of any goods or materials or parts thereof proved to have been defective when they left Bohlasia’s works, then Bohlasia’s liability in respect of those defective goods or materials or parts thereof, shall be limited to the replacement or repair of such defective goods or materials or parts thereof, or credit for the cost thereof, provided that:
a. No liability is accepted for the goods which are proved to be defective in design.
b. No liability is accepted for failure of goods supplied by Bohlasia which have been subject to any process after leaving their works.
c. It is assumed that the buyer will inspect or use the goods or materials supplied within 30 days of delivery and therefore no liability is accepted by Bohlasia for defects in goods or materials supplied the details of which are not made known by the buyer to Bohlasia within 30 days of delivery.
d. Bohlasia will not be responsible for any expenses or costs incurred by the buyer in connection for any claimed defects without Bohlasia’s prior written consent. Bohlasia exclude liability for the cost of any machine work, labour charges or any losses or damages incurred due to using or machining defective material furnished by Bohlasia.
e. Bohlasia exclude liability and will not be responsible for any breach or warranty or negligence for any consequential damages or for any costs incurred by the buyer through the use of, inability to use or sale of any defective or unsatisfactory material supplied by Bohlasia, or through the use of, inability to use or sale of any products by the buyer which have been manufactured using any defective or unsatisfactory material supplied by Bohlasia.
5. Subject to the foregoing Bohlasia will replace free of charge any goods which they supply and which fail, or prove to be faulty or defective, provided that Bohlasia shall have an opportunity of inspecting and accepting responsibility for such goods, and shall be under no further or other obligation or liability whatsoever for or in respect of any failure or defect in any goods whatsoever supplied or manufactured by the manufacturers.
6. All consignments will be forwarded either by Bohlasia’s own vehicles or by Public Carrier. No allowance will be made for carriage where goods are collected from Bohlasia warehouses by Purchasers or where goods are delivered to Purchasers local depot. Claims against Carriers with regard to damage pilferage or non-delivery on carriage paid deliveries should be notified to Bohlasia within two days of receipt.
7. If goods are made to Purchaser’s pattern or specifications, no responsibility can be accepted for the infringement of any Patent and the Purchasers agree to indemnify Bohlasia against any loss in respect of any proceedings or otherwise resulting from the execution of Purchaser’s orders.
8. All technical information in our catalogues/brochures is purely descriptive. Assurances given therein with respect to the properties or uses of any goods or materials or the fitness for any purpose should not be relied upon save in such case where Bohlasia has confirmed those properties or uses, or fitness for purpose in writing to the buyer. In addition whilst all the information has been thoroughly checked in our catalogues/brochures, no liability is assumed for printing or translation errors. Similarly no representation made by any representative of Bohlasia as to properties or uses or fitness for purpose of any goods or materials should be relied upon save in so far as those representations as to properties, uses or fitness for purpose are made in writing by Bohlasia to the buyer.
9. Representation by the customer
The customer is aware of EU and US regulations regarding sanctions against Iran and Syria and similar regulations or statutory provisions in place as well as voestalpine’s group policy to control that none of our products are delivered into Iran or Syria (collectively “Regulations”). The customer will fully obey these Regulations non-regarding their applicability on him and will neither (i) deliver the products into Iran or Syria nor resell the products to anyone he knows will do so nor (ii) circumvent this provision in any other way.
10. Representation by the customer
The customeris aware of the voestalpine Code of Conduct available at http://www.voestalpine.com/group/en/group/code-of-conduct and shall undertake to comply with this Code of Conduct.
The purchase order together with these terms and conditions, any attachments, specifications, drawings, instructions and any other information whether physically attached or incorporated by reference (collectively called the “Purchase Order”), constitutes the entire and exclusive agreement between the purchaser (the “Purchaser”) and the supplier (the “Supplier”) identified in the Purchase Order. Any modifications of or deviations from these terms and conditions shall be expressly agreed to in writing. No terms and/or conditions delivered with or contained in the Supplier’s quotation or acceptance of order will form part of this contract and the Supplier waives any right which it otherwise might have to rely on such terms and/or conditions.
2.1 In these Conditions:-
“PURCHASER” means Bohlasia Steels Sdn Bhd.
“SUPPLIER” means the person, firm or company to whom this Purchase Order is addressed to.
“GOODS” means any tangible goods or products specified in the Purchase Order to be delivered.
“SERVICES” means the services or works that the Supplier is to perform as specified in the Purchase Order.
“WRITING” includes telex, cable, facsimile transmission, letters, e-mails and comparable means of communication.
2.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in Writing addressed to that other party at its registered office.
3.2 Any dispute arising under or in connection with these conditions shall in all respects be governed by and construed in accordance to Malaysian Law.
3.3 All specifications, drawings and technical documents relating to the Goods or Services shall be written in the English language.
4. SCOPE OF SUPPLY
4.1 The scope of supply may involve materials, or the design, manufacture, testing, inspection, packing and delivery of the Goods and/or Services as specified in the Purchase Order.
4.2 The quantity of the Goods shall be as specified in the Purchase Order.
4.3 The Purchaser may at any time make changes in Writing relating to the contract including changes in the quantities, specifications, drawings, method of shipment, time or place of delivery. Any claim or adjustment to the delivery schedule arising from such changes shall be approved by the Purchaser in Writing before the Supplier proceeds with such changes.
4.4 The Purchaser will pay only for quantities ordered as stated in the Purchase Order. Quantities over-supplied shall be at the Supplier’s risk and responsibility. Return of excessive quantities shall be undertaken by the Supplier at its own expense.
5.1 The price payable for the Goods shall be that stated in the Purchase Order.
5.2 The total price and unit prices of the Goods shall be firm for the whole duration of the contract without any fluctuations of prices whatsoever unless stated otherwise in the Purchase Order.
6. TERMS OF PAYMENT
6.1 Payment for the Goods shall be made in currency/currencies as stated in the Purchase Order.
6.2 Payment for the Goods shall be made in accordance with the terms of payment as stated in the Purchase Order.
6.3 The Supplier shall bear all bank charges in connection with payments for the Goods, unless otherwise stated.
6.4 Payment for any item of the Goods purchased hereunder shall not constitute approval or acceptance of such item by the Purchaser.
7.1 The quality and specifications of the Goods shall be as specified in the Purchase Order and/or in any applicable specifications, drawings or standards supplied or advised by the Purchaser to the Supplier.
7.2 The Supplier shall comply with all applicable standards, regulations and/or other legal requirements concerning the design, manufacture, packaging, packing and delivery of the Goods.
7.3 The Supplier acknowledges that precise conformity of the Goods with the contract and the specifications is of the essence and the Purchaser shall be entitled to reject the Goods and cancel the Purchase Order either in whole or in part if they are not in conformance with the contract and/or specifications. In which case, the Purchaser shall not be liable to pay for the rejected Goods, any expenses incurred by the Supplier or any cancellation charges.
7.4 The Goods shall be of the best available design and of the best material and workmanship, be without fault and shall be new and unused.
8. SUBMISSION OF DESIGN, SPECIFICATIONS AND DRAWINGS
8.1 Timely submission of all required design specifications, drawings for approval and design calculations is of the essence. The Supplier shall submit these design specifications, drawings and calculations strictly in accordance with the submission schedule as specified in the Purchase Order.
8.2 If the Supplier fails to comply with the submission schedule as specified in the Purchase Order, the Purchaser may by notice require the Supplier to rectify this breach within 14 days.
8.3 If the Supplier fails to comply with the notice within 14 days and unless the breach is caused by the Purchaser’s default, the Purchaser is entitled to impose delay damages for the Supplier’s default. The delay damages to be imposed are as follows:-
i. Delay damages – 0.05% of the order value per day
ii. Max. delay damages -15% of the total order value
9.1 The Goods shall be delivered on the date or within the period specified in the Purchase Order and/or project implementation schedule provided by the Purchaser.
9.2 No Goods supplied under the contract earlier than the date for delivery set out in the Purchase Order or in any delivery schedule, will be accepted or paid for unless the Purchaser notifies the Supplier in Writing of its intention to accept the same. The Purchaser reserves the right to return at the Supplier’s expense any shipments received in excess quantities or in advance of the scheduled delivery dates.
9.3 The Goods shall be delivered according to the terms specified in the Purchase Order.
9.4 The Goods shall be packed, clearly labeled, properly marked in accordance with the Purchaser’s instructions and adequately protected against damage and deterioration in transit.
9.5 If the Supplier fails to deliver the Goods by the date or dates specified in the Purchase Order, the Purchase may impose delay damages on the Supplier for the default. The delay damages payable are as follows:-
i. Delay damages – 0.15% of the order value per day
ii. Max. delay damages -15% of the total order value
9.6 The Purchaser shall be entitled to defer the delivery of the whole or parts of the order for the Goods without incurring any penalty by giving reasonable notice in Writing to the Supplier.
10. INSPECTION & TESTING
10.1 The Purchaser, including the Purchaser’s clients and representatives shall have the right to inspect and test the Goods at all time and the Supplier shall not unreasonably refuse any request by the Purchaser to inspect and test the Goods during manufacture, processing or storage at the premises of the Supplier prior to dispatch and the Supplier shall provide the Purchaser with all facilities reasonably required for inspection and testing.
10.2 The Supplier shall give ample notice to the Purchaser for any inspection or testing which is to be witnessed by representatives of the Purchaser and the Purchaser’s client.
10.3 The Supplier shall comply strictly and fully with the test requirements as stipulated by the Purchaser in accordance with the specifications, drawings, instructions or standards supplied or advised by the Purchaser.
10.4 Passing of inspection and testing or acceptance of inspection and testing results by the Purchaser shall not exonerate the Supplier in its obligations in the performance of the contract.
11. DEFECTS LIABILITY & WARRANTY
11.1 The Supplier warrants that all Goods and/or Services provided shall be of good quality and workmanship and free of defects and shall conform to all specifications, drawings or standards which are supplied by the Purchaser.
11.2 If any defect necessitates the dispatch of the Goods or any part of the Goods to the Supplier’s manufacturing/repair facilities for repair, the Supplier shall be responsible for all costs and charges incurred for packing, handling, shipping and any taxes and duties for the re-importation of the Goods.
11.3 If the repairs or replacements are of such a character as may affect the operation of the works which the Purchase is contracted to carry out, or any part thereof, the Purchaser may notify the Supplier that the Purchaser will repeat such tests thereof as were carried out prior to delivery of the Goods. The costs reasonably incurred by the Purchaser in carrying out such tests so notified shall be paid to the Purchaser by the Supplier. The Supplier may attend such tests with reasonable notice to the Purchaser.
12. TECHNICAL INFORMATION
12.1 The information and designs contained in drawings or specifications and other engineering information supplied by the Purchaser shall remain the Purchaser’s property, shall be retained in confidence by the Supplier and shall not be disclosed to any other person or entity.
12.2 Any unpatented information concerning the Supplier’s processes or products which the Supplier may disclose to employees of the Purchaser in connection with the ordering, acquisition and use by the Purchaser of the Goods or Services covered by this Purchase Order shall be deemed to have been disclosed as part of the consideration for this order and the Supplier agrees not to assert any claim against the Buyer.
13. CODE OF CONDUCTS
The Supplier is aware that the voestalpine company is committed to the Code of Conduct for voestalpine Business Partners which can be found following the link http://www.voestalpine.com/group/static/sites/default/downloads/de/konzern/voestalpine_Code_of_Conduct_BusinessPartners_ENG.pdf and/or as attached herewith and confirms to have understood it and to comply with the Code of Conduct for voestalpine Business Partners and the values set out therein.
14.1 The Supplier shall indemnify and keep indemnified the Purchaser in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses incurred by the Purchaser as a result of or in connection with:
i. breach of any warranty given by the Supplier in relation to the Goods;
ii. any claim that the Goods infringe any patent, copyright, registered design or other intellectual property right of any other third party;
iii. any claim made against the Purchaser in respect of any liability, loss, damage, cost or expenses to the extent that such liability, loss, damage, cost or expenses was caused by, relates to or arises from the Goods;
iv. any act or omission of the Supplier or its employees in supplying and delivering the Goods in accordance with this contract;
v. any defect in packaging or any misleading or inaccurate information or data supplied by the Supplier; or
vi. any injury to any person which may result directly or indirectly from any defect in the Goods or the negligent or wrongful act or omission of the Supplier.
15.1 The Purchaser shall be entitled to cancel the Purchase Order in whole or in part by giving notice in Writing to the Supplier at any time prior to the delivery of the Goods in which event the Purchaser’s sole liability shall be to pay to the Supplier fair and reasonable compensation for work-in-progress at the time of cancellation but such compensation shall not include loss of profits or any consequential loss.
15.2 The Purchaser shall have the right at any time by giving notice in Writing to the Supplier to terminate the contract forthwith if:-
i. the Supplier commits a breach of any of the terms and conditions of the contract;
ii. the Supplier does not proceed with the work (design, engineering, manufacturing, testing, inspection or delivery) in a regular and timely manner;
iii. the Supplier persistently does not comply with the Purchaser’s instructions;
iv. any legal process is levied upon any of the assets of the Supplier;
v. the Supplier becomes bankrupt or insolvent or goes into liquidation; or
vi. the Supplier ceases or threatens to cease to carry on its business.
15.3 The termination of the contract, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination.
15.4 If the contract is terminated in accordance with clause 14.2 above, the Purchaser shall be entitled to charge to the Supplier any cost differential between the replacement Goods which the Purchaser is required to acquire from some other suppliers due to the termination of the contract and the purchase price for the Goods as stated in the Purchaser Order.
15.5 No concession or delay on the part of the Purchaser shall be construed as a waiver of any rights and remedies.
16. RESOLUTION OF DISPUTES
16.1 If either the Purchaser or Supplier disagrees with the other on any issue relating to this contract, the parties are encouraged to negotiate and reach an amicable settlement.
16.2 The parties may also agree to get the help of a third party mediator.
16.3 Failure to resolve the disagreement by negotiation, either party may refer the disagreement to arbitration.
16.4 All requests to refer a disagreement to arbitration shall be in Writing.
16.5 Arbitration under this contract shall be governed by UNCITRAL Arbitration Rules. The venue for the arbitration shall be the Regional Centre for Arbitration in Kuala Lumpur.