Ditrolic General Conditions For The Supply Of Products
The following terms and conditions are the exclusive terms governing the Contract between the Buyer and Ditrolic. Any attempt to alter, supplement, modify or amend these terms and conditions by the Buyer will be considered a material alteration of this agreement and, therefore, are null and void. In addition, these terms and condition are subject to change at any one time, without prior written notice. Therefore, please check these terms and conditions carefully each time you accept our sales order/agreement.
Terms and Conditions.
“Buyer” means the person / company who accepts a quotation of Ditrolic for the sale of the Goods or whose order for the Goods is accepted by Ditrolic.
“Items” means the goods (including any installment of the goods or parts for them) which Ditrolic is to supply in accordance with these conditions.
“Ditrolic” means Ditrolic Sdn Bhd (Company No. 228663-H) and Ditrolic (S) Pte Ltd (Company No. 201007619R)
“Conditions” means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and Ditrolic.
“Contract” means the contract for the purchase and sales of Goods.
“Writing “ includes emails, facsimile transmission , letters and comparable means of communications.
- Basis of sales
2.1 Ditrolic shall sell and the Buyer shall purchase the Items in accordance with any written quotation of Ditrolic which is accepted by the Buyer, or any written order of the Buyer which is accepted by Ditrolic subject in either case to these Conditions.
2.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Ditrolic shall be subject to correction without any liability on the part of Ditrolic.
2.3 Buyer may change the Items in Contract provided that the Contract had not been processed at the time of request in writing.
- Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by Ditrolic unless and until confirmed in writing by Ditrolic authorized representative or by Ditrolic acknowledgement of order in Ditrolic’s form.
3.2 The quantity, quality and description of any specification for the Items shall be set out in Ditrolic quotation (If accepted by the Buyer) or the Buyer’s order (if accepted by Ditrolic).
3.3 Special items. Ditrolic offer most of the Item as special orders, built to order or custom built Items. These items include but not limited to;
(i) Solar module
(ii) Combiner Box
(iii) AC Switchboard
3.4 Change of Order . Buyer may change the order for standard in stock Items, provided that the order has not been process at the time of request in writing. If Buyers order had been processed, Ditrolic have the right to charge a 5% processing fee.
- Price of the Goods
4.1 The price of the Items shall be Ditrolic’s quoted price. All prices quoted are valid for 30 days unless otherwise stated in Ditrolic quote, after which time they may be altered by Ditrolic without giving notice to the Buyer.
4.2 Ditrolic reserves the absolute right, by giving notice to the Buyer at any time before delivery, to increase the price of the Items or to cancel the Contract if any increase in the cost to Ditrolic which is due to any factor beyond the control of Ditrolic on the presentation of supporting testimony (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, change in statutory requirements, significant increase in the cost of labor, materials or other costs of manufacture )or any changes of delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Ditrolic adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of Ditrolic, and unless otherwise agreed in Writing between the Buyer and Ditrolic, all prices are given by Ditrolic(S) is on an ex-works basis.
4.4 The prices is exclusive of any applicable insurances , tax and immigration which the buyer shall be additionally liable to pay Ditrolic.
- Terms of payment
5.1 The Buyer shall pay the price of the Items within 30 Days of the date of Ditrolic invoice unless otherwise stated in the invoice terms, and Ditrolic shall be entitled to recover the price, notwithstanding that the delivery may not have taken place and the property in the Items has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon cash payment or requested.
5.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Ditrolic, Ditrolic shall be entitled to:
(i) terminate the Contract or suspend any further deliveries to the Buyer with the right to charge storage charges during the suspension period. Extension of time shall apply to such suspension;
(ii) appropriate any payment made by the Buyer to such of the Items (or the Items supplied under any other Contract between the Buyer and Ditrolic) as Ditrolic may think fit (notwithstanding any purported appropriation by the Buyer); and
(iii) charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 1.5% percent per month until the Buyer Settles such outstanding payment in full.
An election to apply any one of the above remedies shall not preclude the Vendor from subsequently electing another of them.
If the Buyer has suspended or postponed or not paid the amount due within three months, Ditrolic shall be entitled to terminate the Contract by notice in writing to the Buyer and the Buyer shall pay Ditrolic all losses and damages( including loss of profit, interest, costs and expenses) as a result of the termination.
- Lead Time and Delivery
6.1 Lead Time or ship dates that are suggested in the quotation are “approximate lead times” provided by the manufacturers.
6.2 Ditrolic shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery, if the delay or failure was due to any cause beyond Ditrolic’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Ditrolic control (including but not limited to);
(i) delay caused by manufacturer due to the volume of business the manufacture may have at the time of Contract acceptances;
(ii) shortage or delay of parts or materials that are necessary for the build that have occurred and are beyond the manufacturers control;
(iii)acts of God or public enemy, acts of federal, state or local government, fire, floods, civil disobedience, strikes, lockouts, and freight embargoes.
6.3 Any Items that are unavailable at the time of contract acceptances by Ditrolic will be placed on a black order. A prior notice in writing to the Buyer will inform the Buyer that the remainder of the Contract will be shipped at Ditrolic discretion.
6.3 If the Buyer fails to take delivery of the Goods or fails to give Ditrolic adequate delivery instructions at the time of delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Ditrolic fault) then, without prejudice to any other right or remedy available to Ditrolic , Ditrolic may :
(i) store the Goods until actual delivery and charge the Buyer for the costs (including insurance) of storage; or
(ii) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract; or
(iii) terminate the Contract by giving notice in writing and recover all loss and expenses occasioned by the Buyer’s failure to take delivery for which the Buyer shall be fully liable.
7.1 Ditrolic is a distributor only. Items sold by Ditrolic are not manufactured by Ditrolic therefore Ditrolic do not provide warranty any of the Items. Most Items Ditrolic sell are covered by the original manufacturer’s warranty, services, or support policy (if any). In the event that there is a technical problem that occurs with the Items upon receipt or installation of the Items Ditrolic urge the Buyer to contact the manufacturer directly. The Buyer shall be responsible for the return of any defective product and agrees to use only reputable carriers capable of providing proof of delivery and insurances for the value of the shipment.
- Terms of cancellation
8.1 Cancellation of standard Items. Any Contract with standard Items may be cancelled by Buyer only upon prior written notice given the Contract had not been processed. If in the event the Contract had been processed, a cancellation claim of 50% of total Contract/Items price will be claim against Buyer.
8.2Cancellation of special Items. No Contract with special order Items which is accepted by Ditrolic may be cancelled by the Buyer except with the agreement in writing of Ditrolic authorized representative and on terms that the buyer shall indemnify Ditrolic in full against all loss binding manufacturer cancellation policy and expenses incurred by Ditrolic as a result of cancellation unless otherwise stated in the same writing.
- Limitation of liability
9.1 In all circumstances Ditrolic's maximum liability is limited to the purchase price of the products sold. Ditrolic shall not, under any circumstances, be liable upon a claim or action in contract, tort, indemnity or contribution, or other claims relating to the products it sells which exceeds this liability limit. Ditrolic shall not be liable for third party claims for damages against the customer, or for malfunction, delays, interruption of service, loss of business, loss or damage to exemplary damages, whether or not Ditrolic is apprised of the possibility of such claims or damages.