Terms and Conditions
For Supply of Goods and Services of Mereka Innovative Education Sdn Bhd (1239397-T)
- PRICE AND PAYMENT - At least 50% of the contracted amount should be made payable to the Supplier upon confirmation as a non-refundable deposit, unless otherwise agreed in writing. Invoiced amounts shall be due and payable within 14 days after the date on the invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 10% per month, or in the case of rentals - a rate of 5% per month shall be charged, and claims for additional expenses, including legal fees, which arise due to overdue invoices. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
- DELIVERY - All risk in the goods shall pass to the Customer upon delivery.
- TITLE - Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the sales of the Goods.
- OBLIGATIONS OF THE CUSTOMER
4.1. To enable the Supplier to perform its obligations under this Agreement the Customer shall:
4.1.1. co-operate with the Supplier;
4.1.2. provide any information reasonably required by the Supplier;
4.1.3. obtain necessary permissions and consents which may be required before the commencement of the services; and
4.1.4. comply with such other requirements as may be agreed between the parties.
4.2. The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 4.1
4.3. Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels or delays the goods and services agreed between the parties, the Customer shall be required to pay to the Supplier as agreed damages and/or the full amount of any third party costs to which the Supplier has committed.
- INDEMNIFICATION - The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement.
- LIMITATION OF LIABILITY
6.1. The entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
6.2. In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
6.3. The Supplier will carry out its work to the best of its ability, while exercising the due care. The Customer shall indemnify the Supplier against any claims or proceedings arising in respect of death or injuries of any person or damage to any property, which arises out of the use of the Goods and Services.
7.1. Immediate notice - Either we or you may end the agreement immediately by giving written notice to the other if (i) the other materially breaches it and does not remedy the breach within 14 days, (ii) the other is or appears likely to be unable to pay its debts or becomes insolvent or (iii) the performance of it (including the application of any fee arrangements) may breach a legal or regulatory requirement.
7.2. 30 days’ notice - Either we or you may end the agreement on 30 days’ written notice.
7.3. Fees payable on termination - You agree to pay us for all goods and services we supply up to the date of termination. Where there is a fixed fee for services, you agree to pay us for the services that we have performed on the basis of the
- MATTERS BEYOND REASONABLE CONTROL - No party will be liable to another if it fails to meet its obligations due to matters beyond its reasonable control.
- SUBCONTRACTORS - The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer.
- ASSIGNMENT - The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
- SEVERABILITY - If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
- 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.
- NOTICES - Any notice to be given by either party to the other may be served by email, fax, or by post, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.