General Terms and Conditions
PT Hafele Indotama Sales Terms and Conditions of Goods and Services.
1. Definitions
1.1. “Seller” shall mean PT Hafele Indotama and its associated or related sales office entities.
1.2. “Buyer” shall mean any legal entity and or personal whose buy Goods and or Services from Seller or issued order to Seller.
1.3. “Terms and Conditions” means these terms and conditions of sale of goods and services.
1.4. “Goods” shall mean all articles product and materials to be supplied by Seller to Buyer, and or describes under contract and or purchase order or any quotation, invoice including any recommendation and advice documentation.
1.5. “Services” shall mean all intangible and services to be supplied by Seller to Buyer, and or describes under contract and or purchase order or any quotation, invoice including any recommendation and advice documentation.
1.6. “Expenses” shall mean all out-of-pocket expenses reasonably incurred by Seller in the provision of the Goods and or Services, including but not limited to, freight, transportation, packaging, postage, storage and other direct expenses incurred.
1.7. “Price” shall mean the total value of Goods and or Services as referred to Seller’s price list, prepared quoted, and or under specific arrangement with Buyer which are subject of applicable discount. Price is subject of change time to time without pre-notice.
1.8. “Days” shall be calculated as calendar days unless otherwise specified under agreement.
1.9. “Grace Period" is period of days when after the delivery and acceptance of goods, the risk of loss, incorrect order, and or damage Goods will pass effectively from the Seller to Buyer.
General Terms
1.10. These terms and conditions shall apply to sales of Goods and or Services by Seller to Buyer to the exclusion of all other terms and conditions referred to, offered on by the Buyer whether in negotiation or at any stage in the dealing between the parties, including any standard or printed terms tendered by Buyer, unless Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledge and agreed by Seller in writing.
1.11. Any variation to these Terms and Conditions including any special terms and conditions agreed between parties shall be inapplicable unless is agreed in writing by Seller. The exclusion to these Terms and Conditions which has been agreed in writing by Seller either part of or all of these Terms and Conditions, applicable specific only to each a contract, or a purchase order and or a other equivalent order document, unless otherwise with writing consent by Seller in prior arrangement.
2. Price and Payment’s Terms
2.1. The Price shall be in accordance to Seller’s offer to Buyer and or describes in contract or purchase order or quotation and other offering documentation. The Price is exclusive of value-added tax and or any applicable sales taxes.
2.2. The payment shall be 100% before release of Goods and or Services being rendered by Seller unless agreed to be different in writing.
2.3. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole of Seller’s discretion. Where credit is offered, payment on Price and value-added tax and other applicable sales taxes and Expenses shall be due within thirty (30) Days of the date of the Seller’s invoice, unless otherwise agreed to be different in writing.
2.4. At Seller’s sole discretion, Seller reserves the right to receives advance payment upon contract and order received from Buyer.
2.5. Seller reserve the right to invoice a proportion Expenses incurred to the Buyer in addition to Price and applicable taxes.
2.6. The Seller, without issuing reminder, shall entitled to charge interest on overdue invoice(s) from the date payment is due, day to day until the date of payment receives with two percent (2%) per annum above the average interest base rate of authorised Indonesia’s central bank.
2.7. Buyer agrees that Seller may, at its absolute discretion, apply any amounts received from Buyer towards amount owing to Seller in such order as Seller determines invoices due to apply.
3. Delivery, Title and Risk of Loss, Faulty and Damage
3.1. Unless otherwise agreed upon in writing, title to all Goods sold hereunder Terms and Conditions shall pass to Buyer upon full payment of the invoiced of the Goods.
3.2. Otherwise requested in writing by Buyer, Goods shall be delivered by Seller to the address written in contract, purchase order or equivalent document.
3.3. Date for delivery of Goods and or Services shall be as close as possible to the date required by Buyer unless otherwise agreed in writing. Seller will use reasonable endeavours to deliver Good and or Services to Buyer in accordance to the agreed writing date, however, the agreed writing date will not be essence and Seller shall not liable whatsoever to Buyer if it misses the agreed writing date. Delivery mistake and late caused by the absence or incomplete or incorrect shipping address is sole responsibility of Buyer
3.4. If the Seller is unable to deliver the Goods because of circumstances and or action by Buyer, the Seller shall be entitled to keep and store the Goods in the Seller’s premises until such time as delivery affected, then Buyer shall liable of Expenses associated with such storage.
3.5. Upon delivery, risk of loss, incorrect or damage of goods shall pass to Buyer within Grace Period of fourteen (14) working Days after delivery and within such period of time, any loss, faulty or damage over delivery of Goods shall be reported to Seller with signed receipt to enable of replacement and or amount liable to be credited. After expiration of Grace Period of fourteen (14) working Days, the claim of risk of loss, faulty or damage to Goods cannot be accepted by Seller and Buyer is deemed liable to the full good delivered in accordance to Goods Delivery Order.
3.6. Seller is entitled to make partial deliveries of Goods unless otherwise requested and agreed to be different by Buyer.
3.7. Seller is under no obligation to deliver Goods if the full Price and its taxes related has not been paid and Seller has reasonable doubts to the solvency of the Buyer.
4. Special Items
4.1. At Seller’s discretion, Seller determines special Goods which are marked as “C”, items that construed as special Goods ordered or made in a limited and or specific manufacture process, indicates with “C” mark on invoice.
4.2. No Goods return shall be accepted for “C” item Goods that has been sold to Buyer with any reason.
4.3. No request to change items Goods being purchased shall be accepted for “C” item Goods confirmed to be purchased under contract or purchase order or equivalent document from Buyer for any reason.
4.4. Deposit or Advance payment for “C” item Goods must require to be pays to Seller upon contract or purchase order receive from Buyer unless otherwise agreed in writing consent from Seller prior or arrangement.
5. Invoicing
5.1. Otherwise requested by Buyer, invoice shall be sent to the address specified in the contract or purchase order or similar order document.
5.2. Seller is entitled to invoice partially the Buyer in accordance to the partial Goods delivery has been made, unless otherwise requested and agreed to be different in writing by Buyer.
5.3. Should Buyer dispute any invoice are other not caused by what has been set forth in articles 4, Buyer shall notify Seller the nature of the dispute within fifteen (15) Days of the date of Invoice. Buyer shall have the right to withhold payment of the portion of the invoice in question until Buyer and Seller agree on the amount to be paid and any additional documentation or information requested by Buyer has been received from Seller. Buyer shall pay undisputed of the disputed invoice.
6. Warranty
6.1. Seller warrants that Goods supplied are of merchantable quality.
6.2. Seller does not warrant that Goods are fit for particular purposed and or function, except or unless otherwise stated by Seller’s statement in writing, then warranties relating to title, defects or inconformity are expressly excluded.
7. Return of Goods
7.1. All goods are sold on a firm sales basis. Seller will not take return Goods from Goods not required or Goods unsold by the Buyer, unless otherwise agree in writing by Seller in prior of arrangement.
7.2. When and where return of Goods is accepted by Seller under separate writing agreement in prior arrangement, Buyer must provide adequate records that accurately documented the return Goods agreed to return. The record document must be authorised by a representative of the Seller before any credit will be given.
7.3. The Seller will only accept returns of Goods that appear in Seller’s current articles list to sell. The Seller will not oblige to accept goods that are damaged and or not in saleable conditions set forth by Seller.
7.4. The return Goods accepted by Seller under separate writing agreement in prior arrangement are subject of impairment to its Price value. The impairment value of the Goods are, 10% of its Price value within 30 (thirty) days after Goods accepted by Buyer and Grace Period pass, 25% of its Price value within 60 (sixty) days after Goods accepted by Buyer and Grace Period pass, 45% of its Price value within 90 (ninety) days after Goods accepted by Buyer and Grace Period pass, 70% of its Price value within 120 ( one hundred twenty) days after Goods accepted by Buyer and Grace Period pass, 97% of its Price value within 150 (one hundred fifty) days after Goods accepted by Buyer and Grace Period pass, and 100% Price value fully impaired within more than 150 (one hundred fifty) days after Goods accepted by Buyer and Grace Period pass.
7.5. Buyer is liable for any cost and Expenses charges associated with the return of Goods including but not limited admin charge, re-stocking fees, transport cost, and other associated Expenses.
7.6. Credit of amount due from return Goods shall be based on the Price of the Goods itself in sales invoice billed, less associated cost and impairment of Goods return if any.
7.7. Seller does not refund the money for Goods being return, but Buyer can use credited amount from Goods return to trade with other Goods or Services or deducted amount that liable to Seller.
8. Sample
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such sample is representative in nature and the bulk of the Goods order or about to order may differ slightly as a result of the manufacturing process.
9. Cancellation and Change
9.1. Both Seller and Buyer with prior notice may cancel the outstanding contract or purchase order for default if the other has materiality breached any of its obligations under relevant contract or purchase order and has not cured the breach within thirty (30) days of receipt notice from the other party. The termination of contract or purchase order by the Seller for the default of the Buyer shall be to the rights of the Seller to claim all reasonable cost related to the cancellation, including incurred cost associated with restocking charge and other administrative requirements.
9.2. Except for “C” item Goods as per clause 5.3, it is Seller’s sole discretion to accept or not to accept Buyer’s request to change item Goods and or Services being purchased that have been stated in the contract or purchase order or equivalent document confirmed by both parties. Buyer shall liable for any cost and Expenses charges associated with the change of items Goods including but not limited admin charge, re-stocking fees, transport cost, and other associated Expenses.
9.3 Seller is not liable for any loss or damage, including consequential loss or damage arising from cancellation of contract or purchase order.
10. Intellectual Property
All Intellectual Property Rights produced from or arising as a result of the performance of contract or purchase order under this Terms and Conditions shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller.
11. Limitation of Liability
11.1. The liability of the Seller to Buyer for any reason related to the performance of the Goods and or Services delivered under this Terms and Conditions is limited to replacement or repair of the Goods supplied, or in any direct damage, whether arising under tort, negligence, warranty, strict liability, or any other cause or combination of cause shall in no event exceed amount paid or payable by Buyer in respect of the specific Price of the Goods and or Services under contract or purchase order giving rise to liability.
11.2. In no event shall Seller have any liability under this Terms and Conditions or any contract or purchase order for any special, incidental, punitive exemplary, indirect or consequential damages including but not limited to loss of revenue, loss of profit, loss of production, interest, capital, financing, goodwill used, business reputation, opportunity or productivity howsoever arising.
12. Force Majeure
12.1 Except for Buyer’s payment obligations, neither party shall be liable for delays caused by conditions beyond their reasonable control, (“Force Majeure”), provided notice thereof is given to the other party as soon as practicable. Force Majeure shall include, without limitation, hostilities, revolution, acts of war, act of terrorism, civil commotion, strike, epidemic accident, quarantine or regional medical crisis, fire, flood, wind, earthquake or other inclement weather conditions and any impending threat of the foregoing, blockade, embargoes, shortage of materials or transportation facilities, strikes and lockouts, any other Acts of God or act of any Government or governmental agency, including laws, regulation, stalled in customs clerance or ordinance and proclamation affecting the parties, the Goods, or Services without the fault or negligence of the parties hereto.
12.2 All such Force Majeure conditions preventing performance shall entitle the Party hindered in the performance of its obligations hereunder to an extension of the date of delivery of the Goods and or completion of the Services by a period of time equal to the period of delay incurred as a result of the Force Majeure or to any other period as the Parties may agree in writing
13. Assignment
The contract or order between the Buyer and Seller for the sale of Goods under the Terms and Conditions shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, unless with the prior written consent of the Seller.
14. Waiver
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
15. Severability
If any provision or portion of this Agreement shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, that provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect
16. Laws and Dispute Resolution
16.1. This Terms and Conditions shall be governed and construed in accordance with the laws of Republic of Indonesia, without regard to the conflict of law provisions thereof. The United Nations Convention on Sale of Goods shall not apply and expressly excluded.
16.2. Mediation, if either Party is not satisfied with the other party’s performance of its obligation, a written description of the problem shall be provided to the other party or a good faith effort to resolve the problem via non-binding mediation shall be made by both parties.
16.3 When resolution of problem is not reach, then both parties agreed to resolve the dispute through law of Republic of Indonesia and its legal means.
17. Interpretation
This Terms and Conditions are made in two languages, English and Indonesia. In case of differences in interpretation and terminology are made, and then interpretation in Indonesian shall prevail.
