(a) Unless otherwise expressly agreed in writing by the Vendor these conditions which supersede any other terms and conditions appearing in the vendor's catalogues or elsewhere shall apply to all quotations made or purchase orders accepted by the Vendor and shall form part of the contract between the Vendor and the Purchaser ("the contract"). It is expressly agreed that these conditions shall override any terms or conditions stipulated, incorporated or referred to by the Purchaser whether in its purchase order or in any negotiations and any qualification thereof shall not form part of the contract.
(b) The contract shall not be cancelled or varied except by agreement in writing between the Vendor and the Purchaser. Any cancellation or variation of the contract shall be subject to cancellation or variation charges which will include all expenditures made and committed by the Vendor for the contract with a reasonable allowance for prorated expenses and profit.
(c) "Vendor" means Research Instruments Vietnam Company Ltd and "Purchaser" means the person, firm or company whose purchase order has been accepted by the Vendor.
(d) The contract is subject to the rules and conditions of the trade relating to the goods. In the case of any of the provisions of the contract being in breach of any such rules and conditions, the Vendor shall be absolved from all responsibility or liability arising in any way out of such breach.
(e) Unless otherwise expressly agreed in writing by the Vendor the contract shall be personal to the Purchaser and shall be non-assignable.
Unless otherwise expressly agreed in writing by the Vendor the descriptions and illustrations contained in catalogues, price lists and other leaflets or descriptive matter belonging to the Vendor are intended merely to present a general idea of the goods described therein and none of these shall form part of the contract and no report, representation or statement made by any representative of the Vendor not contained herein shall be binding on the Vendor.
Unless previously withdrawn, all quotations or offers of the Vendor are open for acceptance for the period stated therein or when no period is so stated, within thirty (30) days only after the date of the quotations or offers.
All prices quoted by the Vendor are unless stated otherwise based on the costs of material, labour, transport and statutory obligations, rate of exchange, freight and insurance ruling at the date of the contract, and may be varied by additions upwards by the Vendor if between that date and the date on which the goods are ready for delivery there shall be an increase in such costs and the Purchaser shall pay such additions in addition to the quoted price.
5. TERMS OF PAYMENT
(a) Unless otherwise specified payment in full in respect of any of the goods shall be due on presentation of invoices. All amounts payable by the Purchaser to the Vendor in respect of the goods shall bear interest at the higher of the rate of 12% per annum and the rate per annum which is equal to 2% above The State Bank of Vietnam’s prime lending rate from time to time from the due date of payment to date of actual payment. Unless otherwise specified all payments shall be in Vietnamese Dong. Unless otherwise specified or agreed, when deliveries are spread over a period, each delivery shall be invoiced when despatched and each invoice shall be treated as a separate account and payable accordingly. Neither failure on the part of the Vendor to make any delivery or part delivery in accordance with these conditions nor any claim by the Purchaser in respect of such delivery or part delivery shall entitle the Purchaser to reject the balance of the order.
(b) Notwithstanding anything to the contrary, the Vendor may require full or partial payment in advance or cash before or on delivery without assigning any reason whatsoever to the Purchaser. If the Purchaser fails to make any payment in accordance with these conditions or fails to comply with any provisions of these conditions the Vendor may without prejudice to any of its rights cancel any undelivered portion of the goods.
(c) The time within which the Purchaser is to pay for the goods shall be of the essence of the contract.
(a) The Vendor will use its best endeavours to complete delivery of the goods within the period stated but shall not be liable for damages or otherwise for failure to do so from any cause whatsoever, including but without prejudice to the generality of the foregoing words, shortage of stocks, war, civil commotion, fire, flood, accident, labour dispute, shortage of materials, act of government or other authority, or any other cause of causes (whether similar or not) beyond the control of the Vendor: Delays howsoever caused shall not be aground for cancellation or variation of the contract by the Purchaser.
(b) The goods will be delivered by the Vendor to the Purchaser at the address stated in the contract, provided that from the time of despatch thereof from the Vendor's premises and until such delivery the risk of any loss or damage to or deterioration of the goods from whatever cause shall be borne by the Purchaser.
(c) Delivery dates quoted by the vendor are estimates, and delivery of the goods shall be made as soon as reasonably possible by the vendor, unless otherwise specified by the purchaser in writing at or before the time of purchase. If for any reason the purchaser postpones or otherwise fails to take delivery of the goods at the vendor's request, the vendor shall be entitled to either charge interest on the selling price at rates specified in Paragraph 5(a) above, for the number of days delayed, and/or resell the goods, in part or in whole, at the purchaser's risk, debiting it with the expenses and any loss incurred on such resale. The purchaser, upon demand being made for payment of such expenses, including interest and any loss incurred on such resale, shall forthwith pay the same. This provision is in addition to and not in substitution of any other payment or damages for which the purchaser may be liable in respect of the contract.
Claims for damage in transit, shortage in delivery and non-delivery of the goods will only be considered if the Vendor receives written notification of such damage, shortage or non-delivery within three (3) days of delivery or in the event of loss of goods in transit within three (3) days of the date of consignment.
(a) All guarantees, warranties or conditions whether express or implied by statute, common law or otherwise are hereby excluded and negatived.
(b) In particular, no express or implied warranty is given by the Vendor as to the merchantability or fitness or suitability of the goods for any particular purpose whether such purpose is known to the Vendor or not.
9. DEFECTS AND LIABILITY
(a) The invoice value of any goods sold by the Vendor and proved to be defective in workmanship or materials will be credited to the Purchaser provided that the goods are returned to the Vendor within fourteen (14) days from the date of delivery. Any such agreed defective goods will be replaced and re-invoiced at the price credited or made serviceable for their original purpose free of charge.
(b) The Purchaser shall make every effort to ascertain any possible defects as soon as possible after delivery of the goods including any necessary tests or inspection. Immediately after the discovery of any such defects or alleged defects the Purchaser shall notify the Vendor in writing of such defects or alleged defects.
(c) The liability of the Vendor (if any) arising under the contract shall be limited as set out above and the Vendor shall not be liable in contract or in tort or otherwise for any loss or damage either direct or indirect or consequential sustained by reason of anything done or omitted by reason of the negligence of any person or otherwise.
(d) The Purchaser acknowledges the meaning of the provisions of this Clause and understands the effect of the Unfair Contract terms Act 1977 on these provisions and declares that these provisions are fair and reasonable in relation to the terms of the contract and the relationship between it and the Vendor.
Unless otherwise specified, packing cases and packing materials will be charged extra.
11. PASSING OF TITLE
(a) The property in and ownership of the goods shall remain vested with the Vendor until full payment, therefore, has been made and prior thereto the Purchaser hereby declares itself to be a trustee thereof for the vendor.
(b) If the goods are sold by the Purchaser before full payment thereof has been made such sale shall be as agent and for the account of the vendor and the vendor shall be entitled to the proceeds of such sale to the extent of any sums in respect of the goods due to it from the Purchaser.
12. NO WAIVER OF CONDITIONS
Failure by the Vendor to insist upon strict performance of any of the terms and conditions herein shall not constitute a waiver of such terms and conditions ora waiver of any default thereof.
13. LIEN AND RESALE
(a) In addition to any right of lien to which the Vendor may by law be entitled the Vendor shall be entitled to a general lien on all goods of the Purchaser in the Vendor's possession for the unpaid price of any goods sold and delivered to the Purchaser by the Vendor or any other monies owing by the Purchaser or any of its affiliated companies to the Vendor under the same or any other contract.
(b) Without prejudice to any of the terms and conditions contained herein, if the Purchaser shall fail and/or neglect to pay the whole or part of the price of the goods or be in breach of any of the terms and conditions hereof the Vendor shall be entitled to resell the goods without prejudice to any claim which the Vendor may have against the Purchaser for damages.
If the Purchaser shall fail to accept any delivery of the goods the Vendor may at its discretion arrange for the storage of the goods and/or take all reasonable steps to prevent their deterioration and all charges for storage and insurance and other costs incurred or connected therewith shall be paid by the Purchaser to the Vendor on demand. All such storage shall be affected at the sole risk of the Purchaser.
15. IMPORT PERMITS AND DUTIES
All import permits and licences and the payment of all import duties and customs fees shall be for the account and the sole responsibility of the Purchaser.
Without prejudice to the foregoing, if after the date of the contract any tax, tariff or any increase in any existing tax, duty, tariff or any other such imposition is charged in respect of the goods before the time of delivery and, if such imposition has to be paid by the Vendor, then the Vendor may add the amount of such imposition to the price of the goods and the Purchaser shall pay the same.
16. FORCE MAJEURE
Without prejudice to Clause 6, the Vendor shall not be liable for loss, damage or delay directly or indirectly arising or resulting from any of the following causes or perils whatsoever or wheresoever occasioned viz Acts of God, arrests and restraints of princes, rulers or peoples, force majeure, riots and civil commotions, unavailability of raw materials, strikes, lock-outs or other labour disturbances, fire, war, perils of the sea, delays in transit, and other causes of perils whatsoever beyond the Vendor's control.
If delivery of the goods or any of them shall be delayed on account of any of the causes set out in the immediately preceding paragraph the time for delivery shall be extended until the operation of the causes preventing delivery has ceased or at the option of the Vendor the contract may be cancelled either altogether or if the contract has been partly performed in respect of the unperformed part.
In case of such cancellation as aforesaid or in case the contract shall be impossible of performance then it shall be treated as rescinded and the Vendor shall be paid by the Purchaser on a quantum meruit basis and as if the goods actually delivered were the only goods subject to the contract and neither party shall have any claim against the other in respect of damages competition or otherwise.
17. DETERMINATION CONTRACT
If the Purchaser shall make default in or commit a breach of the contract or of any other of its obligations to the Vendor or if any distress or execution shall be levied upon the Purchaser's property or assets, or if the Purchaser shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against it, or if the Purchaser is a limited company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company's undertaking properly or assets or any part thereof shall be appointed, the Vendor shall have the right forthwith to determine the contract and upon written notice of such determination being posted to the Purchaser's last known address the contract shall be deemed to have been determined but without prejudice to any claim or right which the Vendor may otherwise make or exercise.
18. GOVERNING LAW
These conditions and the contract shall for all purposes be subject to and construed in accordance with the Law of Vietnam and the parties hereto submit themselves to the non-exclusive jurisdiction of the court of Vietnam accordingly.