Conditions of Sales
Conditions of Sales
All orders accepted by Quick Time Machines Sdn. Bhd. (hereinafter referred to as QTM) are subject to the Terms and Conditions of Sale set out below:
- General 1.1 All orders for products ("Products") will be accepted by Quick Time Machines Sdn. Bhd. ("QTM") subject to these terms and conditions of sale. Any person who places orders for Products with QTM ("Customer") is bound by these terms and conditions. No other terms will apply to the supply of Products and Services by QTM unless agreed in writing by an authorized signatory of QTM. 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 QTM and Customer or otherwise be binding on QTM unless expressly agreed to in writing by QTM. QTM 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.quicktime-inc.com under the title Conditions of Sale. These terms and conditions, as may be amended from time to time by QTM, 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.
- Prices 2.1 The prices of Products are as set out in the QTM website that is current at the date of publication. Products which are not listed in the QTM will be sold at the prices set out in the relevant QTM quotation. All prices exclude services, installation and applicable taxes which shall be payable by the Customer. QTM reserves the right to change prices without prior notice at any time.
- Ordering 3.1 QTM 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.
- Delivery 4.1 QTM 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 QTM's website or will be notified to the Customer at the time of receipt of order. Lead times for products are published on the QTM website www.quicktime-inc.com and are approximate 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.
- Inspection, Transit Delays and Non-Delivery 5.1 The customer must inspect all Products as soon as reasonably possible after delivery and in case, within 7 days of delivery or, in the case of (iv), the due date for delivery, give written notice to QTM of:
- Payment All payment terms are cash with order.
- 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 QTM from the Customer for those Products have been received by QTM, and until that time QTM shall be entitled to the immediate return of all Products if the Customer is late in paying any sum to QTM. The Customer grants QTM, its employees and its agents an irrevocable licence to enter any premises of the Customer and to recover the Products for that purpose.
- Product and Availability Information QTM 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.
- Warranty 9.1 For Products: QTM 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 QTM within 12 months of the date of dispatch of the Product, or such other longer period as may be indicated by QTM for specific products from time to time.
- Limitations of Use Products sold by QTM are not recommended or authorized for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which failure of a single component could cause substantial harm to persons or property.
- Liability 11.1 To the fullest extent permitted by law, QTM 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 QTM sales team and technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
- Cancellations and Returns 12.1 The Customer may not cancel orders once accepted by QTM. QTM may allow an order to be cancelled at its sole discretion, subject to QTM recovering from the Customer the costs incurred by QTM. If only part of an order is cancelled, QTM 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.
- Force Majeure A force majeure event is any event beyond the reasonable control of QTM (including strikes, traffic congestion, the downtime of any external line, or QTM's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If QTM is prevented or restricted from carrying out all or any of its obligations by reason of any force majeure event, then QTM 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, QTM may cancel the affected order or cancel the whole or any part of these terms and conditions, without any liability to the Customer.
- Compliance with Laws 14.1 The 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 QTM against all actions, claims, costs, demands and expenses incurred or suffered by QTM arising out of the breach by the Customer of this clause 14.1, including legal fees on a solicitor/client basis.
- Law and Jurisdiction The contract between QTM 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 QTM may enforce the contract in any court of competent jurisdiction.
1.2 Descriptions of the Products in the QTM website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract with the Customer. QTM shall not be liable to the Customer for any errors or omissions on its website content or catalogue. The advertising of products in the QTM website is not an offer capable of acceptance. It merely constitutes an invitation by QTM for the Customer to make an offer.
3.2 QTM 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 may be withdrawn by QTM at any time before acceptance by QTM of any order placed with QTM.
4.2 Times and dates for delivery quoted in the QTM website or by QTM's employees are approximate only and QTM 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 QTM, and QTM will endeavor 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 QTM may also, at its discretion, offer an alternative delivery option. QTM may notify the Customer if QTM 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.
i. Any defect in a Product that is apparent on reasonable examination. In this case QTM shall, at QTM's descretion, replace the Product or refund the purchase price.
ii. Any shortfall in Products delivery. In this case QTM 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 QTM shall, at QTM's discretion, replace the Products or refund the purchase price.
iv. Any non-delivery of the Products. In this case QTM 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. QTM shall not be liable for any other losses, damages or expenses howsoever caused, whether due to the negligence or otherwise of QTM or its servants, agents or sub-contractors.
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 QTM. The Customer must deal with the defective products in accordance with QTM's instructions.
9.3 The Customer must contact QTM to notify QTM in advance or 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, QTM may refuse such Products and return them to the Customer at the Customer's cost.
9.4 The remedies set out above shall be QTM'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). QTM 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 QTM by operation of law or for any negligence.The Customer acknowledges that itis responsible for ensuring that the Products and Services it orders are fit for the purposes for which it intends to use them.
11.2 To the fullest extent permitted by law, QTM 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 or 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 QTM and the Customer, or of any order accepted by QTM;
ii. Any duty of any kind imposed on QTM by law; or
iii. Any defect in the Products
11.3 If, not with standing any provisions of these terms and conditions, any liability attaches to QTM, QTM'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 or implied terms of the contract between QTM and the Customer, or of any order accepted by QTM;
ii. Any duty of any kind imposed on QTM by law
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 QTM 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.
14.2 The 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 QTM policy in force form 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 QTM against all actions, claims, costs, demands and expenses incurred or suffered by QTM arising out of the breach by the Customer of this clause 14.2.