Conditions of Sales
Conditions of Sales
All orders accepted by Quick Time Engineering Inc (hereinafter referred to as QTEI) 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 Engineering Inc ("QTEI") subject to these terms and conditions of sale. Any person who places orders for Products with QTEI ("Customer") is bound by these terms and conditions. No other terms will apply to the supply of Products and Services by QTEI unless agreed in writing by an authorized signatory of QTEI. 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 QTEI and Customer or otherwise be binding on QTEI unless expressly agreed to in writing by QTEI. QTEI 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.quicktimeonline.com under the title Conditions of Sale. These terms and conditions, as may be amended from time to time by QTEI, 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 QTEI website that is current at the date of publication. Products which are not listed in the QTEI will be sold at the prices set out in the relevant QTEI quotation. All prices exclude services, installation and applicable taxes which shall be payable by the Customer. QTEI reserves the right to change prices without prior notice at any time.
- Ordering 3.1 QTEI 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 QTEI 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 QTEI's website or will be notified to the Customer at the time of receipt of order. Lead times for products are published on the QTEI 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 QTEI 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 QTEI from the Customer for those Products have been received by QTEI, and until that time QTEI shall be entitled to the immediate return of all Products if the Customer is late in paying any sum to QTEI. The Customer grants QTEI, 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 QTEI 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: QTEI 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 QTEI within 12 months of the date of dispatch of the Product, or such other longer period as may be indicated by QTEI for specific products from time to time.
- Limitations of Use Products sold by QTEI 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, QTEI 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 QTEI 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 QTEI. QTEI may allow an order to be cancelled at its sole discretion, subject to QTEI recovering from the Customer the costs incurred by QTEI. If only part of an order is cancelled, QTEI 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 QTEI (including strikes, traffic congestion, the downtime of any external line, or QTEI's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If QTEI is prevented or restricted from carrying out all or any of its obligations by reason of any force majeure event, then QTEI 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, QTEI 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 QTEI against all actions, claims, costs, demands and expenses incurred or suffered by QTEI 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 QTEI 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 QTEI may enforce the contract in any court of competent jurisdiction.
1.2 Descriptions of the Products in the QTEI website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract with the Customer. QTEI shall not be liable to the Customer for any errors or omissions on its website content or catalogue. The advertising of products in the QTEI website is not an offer capable of acceptance. It merely constitutes an invitation by QTEI for the Customer to make an offer.
3.2 QTEI 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 QTEI at any time before acceptance by QTEI of any order placed with QTEI.
4.2 Times and dates for delivery quoted in the QTEI website or by QTEI's employees are approximate only and QTEI 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 QTEI, and QTEI 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 QTEI may also, at its discretion, offer an alternative delivery option. QTEI may notify the Customer if QTEI 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 QTEI shall, at QTEI's descretion, replace the Product or refund the purchase price.
ii. Any shortfall in Products delivery. In this case QTEI 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 QTEI shall, at QTEI's discretion, replace the Products or refund the purchase price.
iv. Any non-delivery of the Products. In this case QTEI 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. QTEI shall not be liable for any other losses, damages or expenses howsoever caused, whether due to the negligence or otherwise of QTEI 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 QTEI. The Customer must deal with the defective products in accordance with QTEI's instructions.
9.3 The Customer must contact QTEI to notify QTEI 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, QTEI may refuse such Products and return them to the Customer at the Customer's cost.
9.4 The remedies set out above shall be QTEI'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). QTEI 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 QTEI 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, QTEI 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 QTEI and the Customer, or of any order accepted by QTEI;
ii. Any duty of any kind imposed on QTEI 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 QTEI, QTEI'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 QTEI and the Customer, or of any order accepted by QTEI;
ii. Any duty of any kind imposed on QTEI 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 QTEI 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 QTEI 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 QTEI against all actions, claims, costs, demands and expenses incurred or suffered by QTEI arising out of the breach by the Customer of this clause 14.2.