All
orders are accepted by NEX Instrument Inc (hereinafter referred to as NII) subject to the Terms
and Conditions of Sale set out below:
1. General
1.1 All orders for products (“Products”) will be accepted by NEX Instrument Inc(“NII”)subject
to these terms and conditions of sale. Any person who places orders for
Products with NII (“Customer”) is bound by these terms and conditions. No other
terms will apply to the supply of Products and Services by NII unless agreed in
writing by an authorized signatory of NII. Customer’s purchase order is solely
for the purpose of requesting delivery dates, quantities and shipping
destinations and instructions. Any provision of Customer’s purchase order (or
other documents and communications) which is in any way inconsistent with or in
addition to the terms and conditions contained herein shall not become part of
the contract between NII and Customer or otherwise be binding on NII unless
expressly agreed to in writing by NII. NII reserves the right to amend these
terms and conditions at any time. The most current version of these terms and
conditions can be found at www.nexinstrument.com. These terms and conditions,
as may be amended from time to time by NII, constitute the entire agreement of
the parties with respect to the subject matter hereof and cancel and supersede
all prior communications, representations, understandings, agreements and
course of dealings.
1.2 Descriptions of the Products in the NII website or otherwise communicated
to the Customer are approximate only and shall not form any part of the
contract with the Customer. NII shall not be liable to the Customer for any
errors or omissions on its website content or catalogue. The advertising of
products in the NII website is not an offer capable of acceptance. It merely
constitutes an invitation by NII for the Customer to make an offer.
2. Prices
2.1The prices of Products are as set out in the NII website that is current at
the date of publication. Products which are not listed in the NII website will
be sold at the prices set out in the relevant NII quotation. All prices exclude
services, installation and applicable taxes which shall be payable by the
Customer. NII reserves the right to change prices without prior notice at any
time.
3. Ordering
3.1 NII reserves the right to decline to trade with any company or person and
may decline to accept any order without having to provide any reason.
3.2 NII may substitute an ordered Product where the Product has been superseded
by the latest version.
3.3
If the Customer orders the wrong Product or quantity, or duplicates orders,
clause 12 will
apply.
3.4 Each tender or quotation given by NII will remain valid for 14 days, unless
otherwise stated. A tender or quotation may be withdrawn by NII at any time
before acceptance by NII of any order placed with NII.
4. Delivery
4.1 NII will aim to deliver Products in accordance with the Customer’s order.
The Customer’s delivery options, and the prices for them, are set out on NII’s
website or will be notified to the Customer at the time of receipt of order.
Lead times for products are published on the NII website and are approximate
only and NII shall not be liable for the consequences of any delay in delivery.
Time for delivery shall not be of the essence. Delivery will be made to the
Customer’s usual address as stated in its order, unless otherwise agreed in
writing.
4.2 Times and dates for delivery quoted in the NII website or by NII’s
employees are approximate only and NII shall not be liable for the consequences
of any delay in delivery. Time for delivery shall not be of the essence.
Delivery of Products marked in the website as requiring special handling may
(because of their nature) take longer to deliver.
4.3 If any delivery is late, the Customer must notify NII, and NII will
endeavour to ascertain if the Product has been delivered or the expected
delivery time of the Product to the Customer. If a revised delivery time is not
acceptable NII may also, at its discretion, offer an alternative delivery option.
NII may notify the Customer if NII will be unable to fulfill any order within
the published lead time, and will provide alternative options. To the fullest
extent permitted by law, these are the Customer’s exclusive remedies for late
delivery.
5. Inspection, Transit Delays and Non-delivery
5.1The Customer must inspect all Products as soon as reasonably possible after
delivery and in any case, within 7 days of delivery or, in the case of (iv),
the due date for delivery, give written notice to NII of:
i. Any defect in a Product that is apparent on reasonable examination. In
this case NII shall, at NII’s discretion, replace the Product or refund the
purchase price.
ii. Any shortfall in Products delivered. In this case NII shall, at its
discretion, deliver the undelivered Products or refund the price of the
undelivered Products.
iii. Any delivery of Products not in accordance with the order. In this
case NII shall, at NII’s discretion, replace the Products or refund the
purchase price.
iv. Any non-delivery of the Products. In this case NII shall deliver the
undelivered Products or refund the price of the undelivered Products.
5.2 If the Customer fails to give any such notice, the Customer will be deemed
to have accepted the relevant order as being delivered in accordance with the
Customer’s instructions and to have accepted the Products as being free from
all apparent defects.
5.3 To the fullest extent permitted by law, the remedies set out above are the
Customer’s exclusive remedies in the circumstances described in paragraphs (i)
to (iv) above. NII shall not be liable for any other losses, damages or
expenses howsoever caused, whether due to the negligence or otherwise of NII or
its servants, agents or sub-contractors.
6. Payment
All payment terms are cash with
order.
7. Passing of Risk and Property
Risk of loss of or damage to the Products shall pass to the Customer on
delivery. Title to the Products shall not pass to the Customer until all sums
due to NII from the Customer for those Products have been received by NII, and
until that time NII shall be entitled to the immediate return of all Products
if the Customer is late in paying any sum to NII. The Customer grants NII, its
employees and its agents an irrevocable license to enter any premises of the
Customer and to recover the Products for that purpose.
8. Product and Availability Information
NII reserves the right to discontinue any Product when its availability runs
out or to change the product to its upgraded version at any time. Unless otherwise
confirmed, nothing in the website or catalogue is to be taken as a
representation of the source of origin, manufacture, or production of any
Products or any part of them.
9. Warranty
9.1 For Products: NII warrants that if any Product is defective, it will, at
its option (to the fullest extent permitted by law), replace or repair the
Product or refund the purchase price. This warranty is subject to a claim being
notified in writing to NII within 12 months of the date of dispatch of the
Product, or such other longer period as may be indicated by NII for specific
products from time to time.
9.2 These warranties shall not apply to any defect which arises from improper
use, failure to follow the product instructions, or any repair or modification
made without the consent of NII. The Customer must deal with the defective
Products in accordance with NII’s instructions.
9.3 The Customer must contact NII to notify NII in advance of the return of any
Products and obtain a returns number, to be quoted on all paperwork. Returned
Products must be accompanied by an advice note stating the invoice number and
the nature of the defect. Where the Customer does not return Products in
accordance with this, NII may refuse such Products and return them to the
Customer at the Customer’s cost.
9.4 The remedies set out above shall be NII’s sole liability and the Customer’s
sole remedy for any breach of warranty and in respect of the supply of Products
and/or Services. Save as expressly provided in these terms and conditions, all
implied warranties, terms and conditions concerning the supply of Products and/
or Services are excluded to the fullest extent permitted by law (including,
without limitation, the implied terms of satisfactory quality, merchantable
quality, fitness for purpose and provision of services with reasonable care and
skill). NII will not be liable to the Customer for any loss, damage or
liability which arises out of the breach of implied warranties, terms or
conditions or breach of any other duty of any kind imposed on NII by operation
of law or for any negligence. The Customer acknowledges that it is responsible
for ensuring that the Products and Services it orders are fit for the purposes
for which it intends to use them.
10. Limitations of Use
Products sold by NII are not recommended or authorized for use in life support,
surgical implantation, nuclear or aircraft applications or for any use or
application in which the failure of a single component could cause substantial
harm to persons or property.
11. Liability
11.1 To the fullest extent permitted by law, NII shall not be under any
liability for damage, losses (whether direct, indirect or consequential),
expenses, liabilities, loss of profits, business or economic loss, depletion of
goodwill, costs (including legal costs), claims, demands, proceedings,
judgments or otherwise resulting from the failure to give advice or information
or the giving of incorrect advice or information (including through the NII sales
team and technical helpline) whether or not due to its negligence or that of
its employees, agents or sub-contractors.
11.2 To the fullest extent permitted by law, NII shall not be liable for
economic loss, punitive damages, loss of revenue, loss of profits or expected
future business, damage to reputation or goodwill, loss of any order or
contract or any consequential or indirect loss or damage, all as may result
from, or be connected with:
i. Any expressed or implied terms of the contract between NII and the
Customer, or of any order accepted by NII;
ii. Any duty of any kind imposed on NII by law; or
iii. Any defect in the Products
11.3 If, notwithstanding any provisions of these terms and conditions, any
liability attaches to NII, NII’s liability to the Customer arising out of or in
connection with these terms and conditions or any order whether in contract,
tort or otherwise in respect of one or more of
i. Any expressed or implied terms of the contract between NII and the
Customer, or of any order accepted by NII;
ii. Any duty of any kind imposed on NII by law
12. Cancellations and Returns
12.1The Customer may not cancel orders once accepted by NII. NII may allow an
order to be cancelled at its sole discretion, subject to NII recovering from
the Customer the costs incurred by NII. If only part of an order is cancelled, NII
may invoice the Customer any difference in selling price per unit applicable to
the quantity actually dispatched prior to cancellation compared to the quantity
ordered.
12.2 Additional terms and conditions apply to the cancellation and amendment of
scheduled orders (i.e. orders for Products to be delivered periodically and
which are specifically sourced for the Customer) which NII will provide at the
time of order.
12.3 All goods sold are non-returnable if they are in accordance with the specifications
specified in the order.
13. Force Majeure
A force majeure event is any event beyond the reasonable control of NII
(including strikes, traffic congestion, the downtime of any external line, or NII’s
inability to procure services, materials or articles required for the
performance of the contract except at enhanced prices). If NII is prevented or
restricted from carrying out all or any of its obligations by reason of any
force majeure event, then NII shall be relieved of its obligations during the
period that such event continues, and shall not be liable for any delay and/or
failure in the performance of its obligations during such period. If the force
majeure event continues for a period longer than 14 days, NII may cancel the
affected order or cancel the whole or any part of these terms and conditions,
without any liability to the Customer.
14. Compliance with Laws
14.1The Customer shall observe all laws, regulations and requirements imposed
in relation to the Products and the sale, labelling and storage of them in the
jurisdiction in which the Customer or Products are situated, and shall
indemnify NII against all actions, claims, costs, demands and expenses incurred
or suffered by NII arising out of the breach by the Customer of this clause 14.1,
including legal fees on a solicitor/client basis.
14.2The Customer shall not knowingly sell to any buyer who is on, or who will
supply the Products to any other person who is on, the US Denials List or any
other embargoes or sanctions list. The Customer shall comply with all
applicable export control, re-export, sanctions, embargoes and denied persons
regulations and shall comply with any applicable NII policy in force from time
to time (if there is any conflict between the two, the export controls shall
prevail). The Customer acknowledges that it is the Customer’s sole
responsibility when exporting the Products to any other country or jurisdiction
to ensure that the Customer complies with all applicable laws and regulations.
The Customer shall indemnify NII against all actions, claims, costs, demands
and expenses incurred or suffered by NII arising out of the breach by the Customer
of this clause 14.2.
15. Law and Jurisdiction
The contract between NII and the Customer as applicable to each Customer order
shall be governed by and interpreted in accordance with Malaysian law and the
Customer submits to the non-exclusive jurisdiction of the Malaysian courts, but
NII may enforce the contract in any court of competent jurisdiction.
