TERMS AND CONDITIONS OF SALE
The term ‘KC” used herein shall be defined to include KC Distribution Sdn Bhd, and all of its subsidiaries and affiliates. No representation, arrangements or agreements except these Terms and Conditions of Sale (the “Terms”) will be binding upon KC. These terms may not be altered or modified by Buyer except in writing signed by KC which expressly refers to these Terms and states that the writing is intended to amend these Terms. KC may unilaterally modify these Terms at any time. No waiver by either party of any default will be deemed a waiver of any subsequent default. No rights of Buyer hereunder or arising out of these Terms maybe be assigned without the written consent of KC.
All orders are subject to acceptance at KC`s main office located at 1-061, Millenium Square, Jalan 14/1 46100 Petaling Jaya.. KC`s acceptance is specifically conditioned upon Buyer’s acceptance of these Terms and their sole applicability to all sales by KC of KC`s products. KC specifically and generally rejects any additional contrary or inconsistent terms or conditions. All orders must be for standard carton quantities. KC may specify minimum order requirements from time to time in KC`s sole discretion. All invoicing always references units sold, not dozens or cartons sold.
All prices are subject to change. KC reserves the right to ship goods at the price in effect at the date of shipment.
Buyer will pay to KC all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by KC in collecting payments due from Buyer or in enforcing any of KC`s rights pursuant to this Agreement.
From time to time, KC will provide Buyer with special promotional materials free of charge for use in tournament play or for other promotions (“Promotional Materials”). Buyer will only use such Promotional Materials as expressly instructed by KC, and shall in no event offer Promotional Materials for sale.
KC does not extend credit to Buyers. Buyers must pay for sales by one of the following methods: (1) Cash on Delivery (COD), (2) Bank Transfer; or (3) By Cheque. Orders paid via Cheque or Bank Transfer will not be shipped until KC has received confirmation of receipt of the Bank Transfer or Cheque clearance. KC charges a service fee of RM150.00 for all returned checks.
Unless otherwise agreed to in writing by KC, delivery of the products made hereunder will be made f.o.b. Buyer’s place of business, and risk of loss or damage to products in transit will fall upon the Buyer, whose responsibility it will be to file claims with the carrier for shortages or damages. KC may, at its discretion, assist Buyer in the filing of such claims. Such assistance will in no event be offered if Buyer does not provide KC, within ninety (14) days after the ship date with a legible copy of the carrier’s freight bill signed by the carrier’s representative, noting the discrepancies, along with a written report certifying that the freight was not received from any other source.
KC will add the following amounts to purchase orders for shipping:
Domestic orders cost via courier service will be borne by the retailer.
KC reserves the right to ship five (5) days prior to the requested ship date.
Buyer will pay all sales, excise, import and other applicable taxes. Partial deliveries will be accepted by Buyer and paid for at the then current price for such delivered items.
KC requires at least two (2) business days for order processing. KC will not be liable for delays in delivery: (1) due to causes beyond KC’s reasonable control; (2) due to acts of God, acts of Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation or car shortages; (3) due to inability to obtain necessary labor, materials, components, or manufacturing facilities; or (4) due to any other commercial impracticability. In the event of any such delay, the date of delivery will be deferred for a period equal to the time lost by reason of the delay. Cancellations and revisions will be ineffective unless received by KC in writing at its main office more than three (3) business days prior to shipment, unless otherwise agreed by KC on a case by case basis. Buyer will not refuse properly invoiced shipments.
All claims for shortages, non-delivery, or requests for proof of delivery must be submitted to the KC Sales Department at 1-061, Millenium Square, Jalan 14/1 46100 Petaling Jaya within ninety (14) days after the stated ship date. Claims submitted after fourteen (14) days after the ship date will not be investigated, and any deduction will be denied. All denied deductions will be charged to the customer.
Buyer will not return defective goods, unless explicitly directed to do so by KC, but will permit KC’s sales person to examine the goods at Buyer’s premises. No credit will be given for goods which are counter-damaged or shop-worn.
KC’s liability on any claim of any kind, including negligence and breach of warranty, for any loss or damage (including reasonable attorneys’ fees and disbursements) resulting from, arising out of, or connected with this Agreement, or from the performance of breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product covered by or furnished under these Terms will in no case exceed the price allocable to the product or part thereof which gives rise to the claim. In no event will KC be liable for special or consequential damages.
KC will only accept returns and issue credit for defective, erroneously shipped or erroneously packaged goods. Goods being returned must be shipped in original master cartons identified by a specific return authorization number, secured in advance from KC`s Sales Department. No credit will be allowed on merchandise returned without such authorization.
Channels. All KC products (the “Products”) must be purchased for retail sale to End Users (as defined below). You may not sell or otherwise transfer Products to anyone other than an End User, including but not limited to distributors, sub-distributors or mail order businesses. An “End User” means a person who purchases products for personal use and not for the purposes of resale, barter, or exchange.
Territory. You may only sell Products to End Users located in the country in which your physical store is located (the “Territory”). You may not distribute, market, sell or otherwise transfer Products outside of the Territory, nor distribute, market, sell or otherwise transfer Products to any party that you know or should reasonably know intends to distribute, market, sell or otherwise transfer any such products to parties outside of the Territory or has previously distributed, marketed, sold or otherwise transferred such products to parties outside of the Territory.
On-Sale Dates. You may not sell Products prior to such Products’ on-sale date as published by KC.
Repackaging. You may not repackage Products prior to marketing, sale or transfer without first obtaining KC`s prior written approval, which may be withheld at our sole discretion. Such approval will include, without limitation, approval of the design of any such repackaging.