CONDITIONS OF SALE
(These Conditions do not apply to Trade Accounts)
1. APPLICABILITY AND ACCEPTANCE OF THESE CONDITIONS
1.1 These Conditions apply to each order
placed by a customer (you) for the supply of goods and services by Sweet
& Maxwell Asia (SMA) provided SMA has accepted that order. However,
these Conditions do not apply to goods or services ordered using a SMA
1.2 Acceptance of delivery of any goods,
or the use of any service, by you will be deemed to be your acceptance
of these Conditions, notwithstanding anything that may be stated to
the contrary in your inquiries or on your order.
1.3 Unless agreed to in writing by SMA,
any qualification or variation to these Conditions contained in any
document issued by you will be of no force or effect. No modification
or alteration of any provision of these conditions will be valid except
in writing and signed by you and SMA.
2. PRICES, CHARGES AND PAYMENT
2.1 Payment for the amount specified
in any invoice rendered on you by SMA for your order must be made by
you in full within 30 days of the date of the invoice (unless otherwise
agreed in writing).
2.2 Individual deliveries or deliveries
of separate instalments may be invoiced separately and must be paid
2.3 You will be required to pay for any
costs of importing into Malaysia any product ordered by you and which
is published by someone other than SMA. You agree to pay SMA’s estimate
of the importation costs instead of the actual importation costs (importation
costs are currently estimated as a percentage of the actual price of
the product ordered). The estimated importation costs will be included
in the actual price for that product. In addition, SMA may charge you
a fee for delivering that product, or any other product ordered by you,
to your delivery address.
2.4 If you purchase products which are
published by someone other than SMA, and SMA converts any price or charge
from one currency to another in order to process your order, you agree
that SMA has absolute discretion on the exchange rate actually used
to make the conversion.
3.1 Dates given for delivery are stated
in good faith but are not to be treated as a condition of the sale.
Delivery will be deemed to be complete when the product is dispatched
to your delivery address.
3.2 Delivery by SMA to a carrier will
be deemed to be delivery to you. SMA products ordered by you will be
delivered to the delivery address set out on your order form for the
product, or such other address agreed by SMA in writing.
4. UNANTICIPATED EVENTS
SMA may cancel or suspend delivery of any products ordered in the event
of any delay or non-performance due directly or indirectly to war, terrorism,
strikes, lockouts, delays or defaults of manufacturers or suppliers, act
of God, or any other cause (whether similar or dissimilar) beyond SMA’s
5. RISK AND TITLE
5.1 The risk in any goods ordered by
you from SMA passes to you on delivery.
5.2 Without prejudice to your liability
to pay for goods supplied, such goods remain the property of SMA as
legal and equitable owner pending payment in full of all moneys due
for such goods. You acknowledge that you are in possession of such goods
as bailee for SMA pending payment in full.
5.3 Until and unless payment in full is
received, SMA will be entitled to retake possession of the goods. To
allow SMA to do that, you agree to grant SMA an irrevocable right to
enter at any time any premises or place where the goods are held, or
thought to be held, and to remove the goods. SMA may then resell the
goods and retain the proceeds of such sale. Any shortfall resulting
therefrom will be a debt owed by you to SMA.
If you default in performing your obligations under these Conditions
and SMA incurs expenses in enforcing its rights under these Conditions
(for example and without limitation, expenses incurred by SMA in recovering
any moneys owed by you to SMA), you must pay those expenses to SMA on
demand (including all legal costs on a full indemnity basis).
7. RETURNED GOODS
7.1 Subject to clause 7.2, any goods
delivered to you by SMA may be returned provided:
(a) you notify SMA in writing
of your request to cancel your order for the goods within 30 days of
the date of the invoice for those goods. Your notification must include
the ISBN/ISSN, title, quantity and invoice number of the goods;
(b) you return the goods to SMA and you
quote any return authority number, or include any return label or authority,
issued by SMA, with the returned goods; and
(c) the goods are returned in their original
condition, in which case, SMA in its absolute discretion will either
issue you with a credit for, or will refund, the purchase price paid
by you for the returned goods.
7.2 Clause 7.1 does not apply to goods which
are sent to you as part of a subscription product unless those goods were
sent to you during the 30 day period referred to in clause 8.1(b)(i) or
(b)(ii) (as applicable) and you cancelled your subscription to that product
during that period.
7.3 Except where required by law, you are
not entitled to any refund or credit in respect of a cancellation of an
order if you do not comply with clause 7.1.
8. SUPPLY OF SUBSCRIPTION PRODUCTS
8.1 On SMA’s acceptance of any order
from you for a subscription product (for example and without limitation,
looseleaf and periodical publications, and CD-ROM products) SMA will:
(a) supply that product to
you, and invoice you for that product (by one or more instalments),
for an intial term of 12 months; and
(b) after the expiration of that initial
term, continue to supply that product to you (for example and without
limitation, by supplying updated material), and invoice you for that
product (by one or more instalments), for successive terms of 12 months,
until your order for that product is cancelled by you giving written
notice to SMA within 30 days of :
(i) in the case of annual
fixed fee subscription products, the date of any renewal notice or
renewal invoice for that product (whichever is the earlier); or
(ii) in the case of any other subscription
product, the date of any invoice for updates to that product.
Orders paid and cancelled by you outside that 30 day period will take
effect at the end of the then current period or renewal period (as applicable).
For the avoidance of doubt, this clause 8.1 does not apply to any order
for a backset of a subscription product.
8.2 SMA may immediately terminate your subscription
to any product at any time by giving you written notice, in which case,
SMA will refund to you, on a pro-rata basis, any part of your subscription
fee which represents any unused portion of that subscription.
9. DISCLAIMER OF LIABILITY AND WARRANTIES
9.1 Other than rights and remedies which
may be conferred on you by any written law which cannot be excluded,
restricted or modified (Non-excludable rights), SMA excludes all other
conditions and warranties implied by custom, law or statute.
9.2 Except as provided for by the Non-excludable
(a) all goods and services
ordered by you are provided without warranties of any kind, either express
(b) SMA does not warrant that those goods
and services will be complete or free from all errors; and
(c) SMA does not warrant that information
will continue to be available to SMA to enable SMA to keep those goods
and services up-to-date.
9.3 Subject to clause 9.1, under no circumstances
(including but not limited to any act or omission on the part of SMA)
will SMA be liable for any loss or damages (including, without limitation,
indirect, incidental, special or consequential or punitive damages and
damages for loss of profits) whatsoever resulting from any use, or any
inability to use, SMA’s goods or services.
9.4 To the fullest extent permitted by law,
SMA’s liability for breach of any implied warranty or condition which
cannot be excluded is limited at the option of SMA to supplying of goods
or services ordered by you again or paying for their re-supply.
10. GOVERNING LAW
These Conditions will be governed by and construed according to the laws
of Malaysia and the parties agree to submit to the jurisdiction of the
courts and tribunals of Malaysia.