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Final Draft

KYN MARKETING SDN BHD: STANDARD TRADING TERMS AND CONDITIONS (Effective on [*])

1. In these Conditions, the following words have the following meanings:

Company : means KYN MARKETING SDN BHD.


Conditions : means KYN MARKETING SDN BHD’s Standard Trading Terms and Conditions and
all the amendments thereafter.
Customer : means any individuals, sole proprietors, partnerships, companies and/or
corporations who engaged the Company for but not limited to the following:
1. For the purchase of Goods,
2. For the Services provided by the Company, and/or
3. For both the purchase of Goods and Services provided by the Company.
Delivery : means a statement of delivery of the Goods and/or Services served by the Company.
Order
Goods : [To insert the type of goods traded].

Letter of : Letter(s) of Award provided by the Customer and accepted by the Company
Award
Party or : means individually the Company or the Customer, whichever is applicable, and
Parties collectively means both the Company and the Customer.
Price : means the price for the Goods and/or Services given in the Purchase Order and or
the Proposal (whichever applicable).
Proposal : means a statement of work, quotation or other similar document describing the
Goods and/or the Services to be provided by the Company.
Purchase : means an order for the purchase of Goods and/or Services served by the Customer
Order on the Company which includes:
(a) the order number;
(b) a description of the Goods and/or Services;
(c) the date and, if appropriate time for delivery of the Goods and/or Services;
(d) details of the delivery address;
(e) the Price, and
(f) any terms and conditions applying to the purchase of the Goods and/or
services which are additional to these Condition

Services : [To list down the Services provided other than the sale of the Goods].

2. General

2.1. The Conditions together with the relevant Purchase Order and/or Proposal constitute a valid and legally
binding contract between the Company and the Customer (“the Contract”).

2.2. The acceptance by the Customer to engage the Company for the provision of the Goods and/or the Service
constitutes the Customer’s automatic acceptance as to the Company’s Conditions and all transactions
entered between the Company and the Customers are subject to the application of the Conditions and such
other rules and regulation of any association which the Company is an accredited member.

2.3. The Company reserves the right to exercise its own discretion to add, amend and/or revise the Conditions
in accordance to any applicable guidelines, legislations, rules and regulations governing the transactions
between the Customer and the Company.

2.4. If at any time one or more of such provisions becomes invalid or illegal, the validity or legality of the remaining
provisions of the Conditions shall not in any way be affected.

2.5. In the Conditions, words importing the singular include the plural and vice versa; words importing a gender
include every gender.

2.6. Wherever it is provided in the Conditions, that notice shall be dispatched by the Company to the Customer,
such notice shall be deemed as having been dispatched if (i) the Company does not know the address, e-
mail address or fax number of the Customer or (ii) the notice cannot reach the Customer through its address,
e-mail address or fax number last known to the Company.

2.7. The Customer’s liability under the Conditions shall be joint and several.

2.8. In the event of any conflict between a clause in the Conditions and a term of the Purchase Order, the term
of the Conditions shall prevail.

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2.9. The Contract constitutes the entire agreement between the Parties relating to the supply of the Goods and/or
Services and shall replace all previous negotiations, agreements, understandings and representations,
whether oral or in writing, nothing in the Contract shall limit or exclude any liability for fraud.

2.10. The Customer entering into any business with the Company warrants to the Company that the Customer is
the Owner or it is authorised to accept the Conditions.

2.11. Any variation to the Conditions by the Customer shall be inapplicable unless agreed in writing by the
Company.

3. The Goods and/or Services

3.1 The Company shall supply the Goods and/or Services in accordance with the terms set out in the Purchase
Order and/or Proposal (whichever applicable).

4. The Order

4.1 The Proposal attached to the Conditions shall remain valid for 14 days.

4.2 The Customer shall be deemed to have accepted the Proposal by placing an order with the Company (“the
Order(s)”) within the period specified in Clause 4.1.

4.3 The Orders for the Goods and/or the Services shall be deemed to be acceptance of the Proposal pursuant
to the Conditions by the Customer.

5. The Delivery

5.1 The Customer warrants and represents that notwithstanding the delivery time provided, the date of delivery
specified by the Company is merely an estimate. The time for delivery shall not be of the essence of the
Contract and the Company shall not be liable for any loss, costs, damages, charges or expenses caused
directly or indirectly by any delay in the delivery of the Goods and/or the Services due to any circumstances,
reasons and/or events beyond the Company’s control or due to any third party negligence, default and/or
omission.

5.2 All risk in the Goods shall pass to the Customer upon delivery.

5.3 The defect liability warranty for a period of one (1) month shall be applicable upon full collection of payment
by the Customer to the Company.

6. Title in the Goods

6.1 The Customer hereby warrants, represents and agrees that the title in the Goods shall only pass to the
Customer upon the Company receipt of the full payment subject to the Proposal and/or Purchase Order
and/or Invoices.

7. The Customer warranties and obligations

7.1 In order for the Company to perform its obligations, the Customer warrants and agrees that:

(a) All direct to earth sub-floors should be treated with effective waterproofing system before installation
of vinyl flooring;
(b) Any waterproof works required shall be carried out by the Customer prior to the installation, the
Proposal does not include waterproofing system;
(c) Self smoothing compound should be laid on the subfloor to provide smooth surface for the installation
of the new vinyl floor;
(d) The Company shall not be held liable if the vinyl floor is rejected due to the decision of the Customer
for not doing the self smoothing compound or the self smoothing compound is done by third party;
(e) Floors must be structurally sound, sufficiently dry, clean, smooth and free from cracks, paint, varnish,
wax, oils and other foreign matters before the installation of the vinyl flooring by the Company;
(f) The Proposal does not include any design motifs charges. Any requirement for pattern or design
motifs shall be quoted separately;
(g) The Proposal shall only include the items quoted in the Proposal, any additional materials or
workmanships required will be subject to surcharge as the Variation Order based on the offered rate
Note: any scratches, damages or mission caused by other sub-contractor works will be subject to
Variation Order based on the offered rate plus any dismantling and rectification cost;

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(h) That the main contractor or the Customer shall provide hoisting facilities, water, electricity, lighting
and protection for the completed services whenever necessary and required. The Proposal does not
include the cost for the aforesaid.
(i) The protection of the completed floor shall be the responsibility of the main contractor or the Customer.

7.2 The Customer shall indemnify the Company against all claims, liability, losses, damage, costs and expenses
(including but not limited to loss of and/or damage to any aircraft, container and/or vessel) arising out of the
Company acting in accordance with the Customer's instructions, or arising from a breach of warranty or
obligation on the part of the Customer, or arising from the inaccurate information or the insufficient
instructions provided by the Customer, or arising from the mistake, negligence or willful default of the
Customer.

7.3 The Customer undertakes that no claim shall be made against any employee, agent or sub-contractor of the
Company whereby such claim imposes upon them any liability in connection with any Services provided by
the Company. If any such claim should nevertheless be made, the Customer shall indemnify the Company
against all consequences. Every such employee, agent and sub-contractor shall have the benefit of all the
terms herein benefiting the Company as if such terms were expressly provided for his or its benefit. For
these purposes, the Company contracts for itself and also as agent and trustee for each such employee,
agent and sub-contractor.

7.4 The Customer undertakes that no claim shall be made against the Company for any act, neglect or default
of the any third party beyond the control of the Company.

7.5 The Customer shall defend, indemnify and hold harmless the Company from and against all claims, costs
and demands whatsoever and by whomsoever made or preferred in excess of the liability of the Company
under the terms of these Conditions, and such indemnity shall include all claims, costs and demands arising
from the negligence or mistake of the Company or from the mistake, negligence, willful default or deliberate
wrongdoing of the Company’s employee, agent or sub-contractor.

7.6 The Customer undertakes that it shall in any event indemnify the Company against all liabilities whatsoever
suffered or incurred by the Company arising directly or indirectly from or in connection with the Clause 7.1.

8. Company Obligations

8.1 The Company represents that:


(a) The Company shall in their best endeavor ensure that the Goods and/or Services will be at the time
of delivery correspond to the description given by the Company save and except due to any
negligence, omissions and/or defaults by any third party beyond the Company control; and
(b) The Company shall perform the Services with reasonable skill and care and to a reasonable standard
in accordance with recognized standards and codes of practice (if any).

9. Cancellation and/or Termination

9.1 Cancellation Policy

The Customer agrees that if any cancelation of Goods and/or Services, the Company shall have to right to
forfeit the Deposit. For the avoidance of doubt, the materials of Goods that the Customer requests are indent
order(s), the Customer shall make full payment for the Goods in the event of any cancelation.

9.2 Termination of Contract

9.2.1 Upon the expiry of the notice of seven (7) days, the Company shall be entitled to forfeit the deposit collected
prior to the commencement of the Contract and upon termination, the Customer shall be liable for any
outstanding payment due and owing to the Company.

9.2.2 Notwithstanding the above, the Parties hereby acknowledge that the Company shall be entitled to terminate
the Contract by notice to the Customer with immediate effect in the event of the occurrence of any of the
following events:
(a) any material breach of the Contact and/or the Conditions;
(b) if the Customer goes into liquidation, voluntary or otherwise, other than for the sole purpose of re-
organisation, or goes into bankruptcy, insolvency or makes an assignment for the benefit of creditors,
or in the event a receiver is appointed for its property or parts thereof, or
(c) if a petition shall be presented or an order be made or resolutions be passed for the winding up of a
party (except as part of a bona fide scheme of reconstruction or amalgamation).

9.2.3 In the event of termination of this Agreement, the Company shall be entitled to forfeit the deposit collected
prior to the commencement of the Contract and any money including but not limited to any invoice(s), late

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payment interest, storage fee and/or any fee incidental and/or arising from the Company on the Customer’s
instruction shall immediately become due and payable (“Outstanding Payments”) and any overdue account
shall be subject to an interest of 3% per month until the full settlement of the sum due to the Company.

9.3 Suspension of the Company’s Obligation

9.3.1 The Parties hereby agree that the Company shall reserves its right to suspend any delivery of Goods and/or
Services to the Customer without notice if any payment due and payable to the Company are not paid when
due and the reinstatement of the delivery shall only commence upon the full settlement of any sum due and
payable to the Company. For avoidance of doubt, the Company shall reserves its right to impose including
but not limited to storage fee and/or any fee incidental and/or arising from the Company on the Customer’s
instruction and further the Company shall be entitled to charge an interest of 3% per month on any overdue
account until the full settlement of the sum due to the Company.

9.3.2 The Company shall not be held liable for any damages due to the delay of delivery notwithstanding any
estimation of delivery time frame stated in the Company’s Proposal.

9.3.3 The Parties hereby further agree that in the event any of the sum due and payable to the Company has been
overdue by sixty (60) days, the Contract shall be deemed terminated and Clause 9.2.3 shall be applicable.

10. Payment

10.1 The Price for the Goods and/or the Service is as specified in the Proposal and the payment shall be in the
manner as specified in the Proposal.

10.2 The Customer shall pay to the Company all sums immediately when due without deduction on account of
any claim, counterclaim or set-off. Payment to the Company is due as soon as an invoice is rendered to the
Customer. For any amount unpaid within 30 days from the date of the invoice, the Company shall be entitled
to interest from the date of the invoice until payment at 3% per month. In the event the arrears remained
outstanding beyond such period if excess of the agreed period as granted by the Company for the Customer
to make good such outstanding and provided that the Customer responded to the demands for payments
being served on them, the Company shall be entitled to report such delinquent accounts accordingly as
required under the Credit Reporting Agencies Act 2010 without any liability or responsibility for any loss or
damage ensuing therefrom or thereafter when the Customer’s delinquent account shall be reflected in the
trade bureau database.

10.3 The Parties hereby agree the Contract between the Company and the Customer shall only be binding upon
the settlement of a fifty per centum (50%) non-refundable deposit as specified in the Proposal, and the
Company shall reserve its right to only commence the delivery of Goods and/or Services upon the settlement
of such deposit.

11. Others

11.1. The Company shall be entitled to sub-contract on any terms to any agents or sub-contractors the whole or
any part of the Services whatsoever undertaken by the Company and it shall not prejudice the rights of the
Company as provided under the Conditions.

11.2. All and any Services provided by the Company gratuitously are provided on the basis that the Company will
not accept any liability whatsoever.

11.3. Further, all the Goods received and acknowledged by the Customer are deemed to have been received in
good order and condition unless stated otherwise with particulars of discrepancy. The Company shall not
be liable for any loss or damage discovered subsequently in the instant of the Customer’s failure to check
the contents of the goods upon taking delivery.

11.4. It is hereby agreed by the Customer that any discrepancy on any invoice shall be notified in writing to the
Company within 7 days from the date of the invoice, failing which all such invoices shall be deemed as
correct and payable and no further query or report of discrepancy shall be entertained.

11.5. Quotations are given on the basis of immediate acceptance and are subject to withdrawals or revisions.
Further, unless otherwise agreed in writing the Company shall have the liberty to revise the quotations or
charges with or without notice in the event of charges occurring in currency exchange rate, rates of freight,
insurance premiums or any other charges applicable to the goods after the acceptance of the quotation.

11.6. Any claim against the Company must be in writing and delivered to the Company within fourteen (14) days
from the date of delivery of the Goods and/or the Services or the date the Goods should have been delivered
or the date the Customer first knows about the event that may give rise to the claim, whichever is the earliest.
If the Customer fails to deliver the aforesaid written claim notice to the Company and thereby prejudices the

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Company’s position in the claim, the Company shall in any event be discharged of all liability whatsoever
and howsoever arising in respect of the claim.

11.7. Unless notice of loss of or damage is given in writing to the Company, the handing over or the taking delivery
of by any party entitled to take delivery is prima facie evidence of the delivery of the Goods in good order
and condition. Where such loss or damage is not apparent at delivery, the same prima facie effect shall
apply if notice in writing is not given within 3 days after the date the Goods have been handed over or from
the date of taking delivery of the Goods.

11.8. Notwithstanding Clauses 9, all payment related to the Goods and/or Services shall remained due and owing
to the Company by the Customer.

11.9. The Company is not liable for acts of error and omission by any third parties beyond the control of the
Company.

11.10. The defenses, exemptions and limitations of liability provided for in the Conditions shall apply in any action
against the Company whether such action is founded in contract or in tort.

11.11. The Company may at any time require additional proof by the Customer in regards to any claims made by
the Customer.

11.12. The Conditions and the Contract with the Company and the Customer shall be governed by the Laws of
Malaysia. Any claim or dispute must be determined exclusively by the courts in Malaysia and no other court.

11.13. The Company shall keep the Customer’s personal information, in line with the Personal Data Protection Act
2010. This may include but not limited to passing the said information to third parties.

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