Terms of Sales
"CELXIS" means the MOBILEPANEL TRADING selling products to the Customer as identified in CELXIS's Order Processing or Invoice.
"Customer" means the person or legal entity identified in CELXIS's Quotation or Invoice.
"Contract" means a contract for sale by CELXIS to the Customer of the products and/or services incorporating the Terms and Conditions
"Order Confirmation" means formal acknowledgement of Product ordered by Customer, sent by CELXIS.
"Price" means the price as per CELXIS Quotation and Order Confirmation and the latter shall have precedence.
"Product(s)" means the products as described in Order Confirmation.
2. FORMATION OF CONTRACT
2.1 No Contract shall come into existence until the Customer's order has been accepted by CELXIS.
2.2 The Customer shall not be assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of CELXIS. Any such unauthorized assignment shall be deemed null and void.
3. ORDERS, PRICE AND PAYMENT
3.1 Unless credit terms have been expressly agreed by CELXIS, payment for the Products or services shall be made in full before physical delivery of Products or services.
3.2 Customer shall pay for all shipping and handling charges, where applicable.
3.3 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.
3.4 Time for payment is of the essence. CELXIS reserves the right to charge interest at the rate of 15% per annum on sums overdue.
4.1 All software provided is subject to the terms and conditions of the license agreement relating to that software. Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that CELXIS does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.
4.2 All rights, title or interest in respect of the intellectual property rights in the software remain with CELXIS or the licensor of the software at all times.
5.1 CELXIS shall deliver the Products to the place of delivery designated by Customer and agreed to by CELXIS ("Delivery Address").
5.2 Any dates quoted by CELXIS for the delivery of the Products are approximate only and shall not form part of the Contract. CELXIS shall not be liable for any delay in delivery of the Products and/or services, howsoever caused.
5.3 CELXIS may revise and/or discontinue products at any time without notice as part of CELXIS's policy of on-going product up-date and revision. Revised or updated products will have the functionality and performance of the Products ordered. The Customer accepts that CELXIS's policy may result in differences between the specification of products delivered to the Customer and the specification of Products ordered.
6. ACCEPTANCE OF PRODUCTS
6.1 Unless the Customer notifies CELXIS to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the Price of the Products whilst any claim is being investigated by CELXIS.
7.1 Unless specified otherwise, CELXIS warrants to the Customer that Products will from invoice date be free from defects in materials and workmanship affecting normal use for a period of one year or such other period as may be set out in CELXIS's invoice.("Standard Warranty" And "Relevant Warranty" period as appropriate).
7.2 This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by CELXIS, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; Products with missing or altered Service Tags or serial numbers; any attempt by any person other than CELXIS personnel or any person authorised by CELXIS, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by CELXIS.
7.3 CELXIS does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.
8.1 CELXIS shall not be liable in contract or in tort for any loss or damage suffered and consumer rights are limited to those set out in these Terms and Conditions and under statute.
8.2 To the extent permitted by law and subject to clause 10.6, CELXIS's total liability herein in respect of each event or series of connected events shall not exceed the amount invoiced for the applicable Products and/or services under the Contract.
8.3 The Customer shall indemnify CELXIS and keep CELXIS fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.
8.4 To the extent permitted by law CELXIS and Customer agree that CELXIS will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Any service response times stated by CELXIS in service contracts are approximate only. CELXIS shall not be liable to the Customer for any a) incidental, indirect, special or consequential damages, b) loss of opportunity, c) loss of revenue, d) loss of profit or anticipated profit, e) loss of business f) loss of contracts, g) loss of goodwill, h) loss arising out of business interruption, i) loss arising out of or in connection with pollution or contamination, all arising out of or in connection with the purchase, use or performance of Products or services, even if CELXIS has been advised of their possibility.
8.5 To the extent permitted by law, any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by CELXIS shall be subject to correction without any liability on the part of CELXIS.
8.6 Where under any applicable law, implied conditions and warranties cannot be excluded, CELXIS's liability for breach of such conditions and warranties shall be limited, at CELXIS's option, to: (a) in the case of Products, the replacement of the Products or the supply of equivalent Products; the repair of such Products; the payment of the cost of replacing the Products or of acquiring equivalent Products; or the payment of the cost of having the Products repaired; OR (b) in the case of services, the supplying of services again; or the payment of the cost of having services supplied again.
9. FORCE MAJEURE
Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
10. GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia and shall be subject to the non-exclusive jurisdiction of the courts of Malaysia.