Term & Condition of Sale of PT Api Rintis Mas (ARM) – Domino Indonesia
1.1 All quotations provided, orders accepted, and contracts entered into by PT Api Rintis Mas (ARM) with any individual or entity (“Purchaser”) for the supply of goods (“Goods”) and services (“Services”) are subject to these conditions of sale (“Conditions”). Any other terms and conditions, whether explicitly stated by the Purchaser or implied by trade custom, course of dealing, or otherwise, are not applicable. No changes to these Conditions will be valid unless agreed upon in writing by an authorized representative of ARM.
1.2 No quotation, estimate or proposal issued by ARM is an offer that is capable of acceptance by the Purchaser. Any order issued by the Purchaser shall be deemed placed subject to these Conditions and shall constitute an offer that ARM may accept or reject. The contract between ARM and the Purchaser (“Contract”) shall be formed at the time ARM accepts the Purchaser’s order. ARM may accept the Purchaser’s order by issuing an order acknowledgement or by other means, including commencing the supply of Goods or performance of Services. No amendments to the Purchaser’s order shall be valid unless agreed in writing by an authorised representative of PT Api Rintis Mas.
2. Order and Specifications
The Purchaser shall be responsible to ARM for ensuring the accuracy of the terms of any order, including any applicable specification, submitted by the Purchaser, and for giving to ARM any necessary information relating to the Goods and Services within a sufficient time to enable ARM to perform the Contract or Purchase Order in accordance with its terms. The specification for the Goods and Services shall be that set out in the Purchaser’s order or as otherwise agreed in writing by ARM. Should an order be cancelled by the Purchaser within 2 months of the relevant delivery date ARM reserves the right to impose a reasonable cancellation charge.
3. Price and Payment
3.1 The price of Goods and Services shall be the price quoted by ARM. Quoted prices shall remain valid for 30 days or as period as stated in the Quotation. Prices do not include VAT.
3.2 Unless otherwise agreed in writing payment of invoices shall be made in full without any deduction or set-off within 30 days of the invoice date. Payment shall be due whether or not property in the Goods has passed. Time for payment shall be of the essence and if payment is not made in full by the due date ARM may without prejudice to any other remedy:
- 3.2.1 charge the Purchaser compound interest (running before and after judgement) on all overdue sums at the rate of 2% per month from the date such sum became due to ARM until the Purchaser pays such sum in full together with such interest; and/or
- 3.2.2 suspend or cancel further supply of Goods or performance of Services whether under this or any other Contract until the Purchaser makes payment in full together with any applicable interest.
4.1 Delivery of the Goods shall unless otherwise agreed be made by ARM delivering the Goods to the location specified in the Purchaser’s order or by the Purchaser collecting the Goods at ARM’s premises.
4.2 Any dates or times for delivery of Goods and performance of the Services are approximate only. ARM shall use reasonable endeavours to meet such dates or times but so long as it uses such reasonable endeavours ARM shall not be liable to the Purchaser, in contract, tort, negligence or otherwise for any loss or damage whatsoever resulting from any late delivery or performance.
4.3 Where the Goods are delivered by instalments, any breach by ARM in respect of any one or more instalments shall not entitle the Purchaser to terminate the Contract in whole or in part.
4.4 Upon receipt of the Goods the Purchaser shall examine them and shall within 7 days of such receipt give notice in writing to ARM of any apparent defects and/or shortages. The parties will agree between themselves such further action as may be necessary to remedy the defect and/or shortage. ARM shall not be liable for any such defects and/or shortages notified to it after the period of 7 days after receipt.
5. Risk and Title
5.1 Risk of damage to or loss of the Goods shall pass to the Purchaser when ARM delivers the Goods to the Purchaser or, if the Purchaser collects the Goods from ARM, when the Goods are loaded onto transport at ARM’s premises.
5.2 Notwithstanding the passing of the risk, ARM shall retain title to and ownership of the Goods until it has received payment in full of all sums due for the Goods.
5.3 Until title in the Goods has passed to the Purchaser, the Purchaser shall be in possession of them as a bailee of the Goods for ARM and shall store the Goods, properly insured and protected, separately from any Goods belonging to the Purchaser or any third party and shall be clearly marked and identifiable as being ARM’s property. ARM shall be entitled to enter the Purchaser’s premises upon reasonable notice to verify the Purchaser’s compliance with this clause. If the Purchaser fails to make any payments to ARM when due, or any of the circumstances set out in Clause 8.2 arise, then ARM will have the right, without prejudice to any other remedies:
- 5.3.1 to enter, without prior notice, any premises where Goods owned by ARM may be, and to repossess and dispose of any such Goods; and/or
- 5.3.2 To require the Purchaser not to resell or part with possession of any Goods owned by ARM until the Purchaser has paid in full all sums due to ARM under this or any other Contract.
5.4 The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of ARM and if the Purchaser does so all monies owing by the Purchaser to ARM shall (without prejudice to any other right or remedy of ARM) forthwith become due and payable.
6. Warranty & Liability
6.1 ARM warrants that the Goods manufactured by it will be free from defects in materials and workmanship for a period of 12 months from the time that risk in them passes to the Purchaser or in the case of inks or other fluids for a period ending on their stated expiry date. ARM shall be under no liability under the above warranties:
- 6.1.1 arising from any drawing, design or specification supplied by the Purchaser;
- 6.1.2 arising from improper installation, storage, use, modification or operation including but not limited to the use of inks and other fluids not approved by Domino;
- 6.1.3 in respect of parts, materials or goods not manufactured by ARM in which case ARM shall use reasonable endeavours to pass on to the Purchaser the benefit of any warranty or guarantee as is given by the manufacturer or supplier to ARM.
6.2 ARM warrants that it will carry out the Services with reasonable care and skill.
6.3 ARM does not exclude or limit its liability in negligence for death or personal injury, or for fraud or wilful default, or otherwise to the extent as any exclusion or limitation of its liability is void, prohibited or unenforceable by law.
6.4 Subject to Clauses 6.1, 6.2 and 6.3, all representations, warranties and conditions implied by trade custom, course of dealing, statute, common law or otherwise are excluded to the fullest extent permitted by law.
6.5 Subject to Clause 6.3, in no circumstances shall ARM be liable to the Purchaser, in contract, tort, negligence or otherwise, for any incidental or consequential loss including, without limitation, any loss of profit, business, revenue, goodwill or anticipated savings or for any special, exemplary or consequential damages or other financial loss whatsoever arising out of or in connection with the Contract or the supply of the Goods or Services or their use or resale (if applicable) by the Purchaser.
6.6 If notwithstanding the provisions of these Conditions ARM is found liable for any loss suffered by the Purchaser arising in any way out of or in connection with the Contract or the supply of any Goods or Services, that liability shall in no event exceed the price paid for such Goods or Services.
6.7 The parties hereby confirm that notwithstanding any other provision of the Contract or these Conditions, the Contract shall not and shall not purport to confer on any third party the right to enforce any term of the Contract for the purposes of the Contracts (Rights of Third Parties) Act 1999.
7. Force Majeure
ARM shall not be deemed in breach of the Contract or otherwise liable to the Purchaser, by reason of any delay in performance, or non-performance of its obligations under the Contract to the extent that such delay or non-performance is caused by an event or circumstance beyond ARM’s reasonable control. In such events ARM may, without liability to the Customer, reasonably vary the terms of the Contract including but not limited to extending the time for performing the contract by a period of at least equal to the time lost due to such an event.
8.1 ARM may at any time by notice in writing to the Purchaser terminate the Contract with effect from the date of service or of such notice if:
- 8.1.1 the Purchaser commits a material breach of the Contract and fails to remedy such breach within 14 days after ARM has given written notice to the Purchaser identifying the breach and requiring it to be remedied; or
- 8.1.2 the Purchaser is unable to pay its debts as they fall due or if any petition is presented for the appointment of an administrator or receiver or trustee in bankruptcy in respect of the Purchaser or any part of its undertaking or assets or an administrative receiver is appointed in respect of any of the Purchaser’s undertaking or assets or if the Purchaser makes or attempts to make any arrangement with or for the benefit of its creditors or if the Purchaser ceases or threatens to cease to carry on business.
The Contract or purchase order shall be governed and construed in accordance with Indonesian law and the parties hereby submit to the exclusive jurisdiction of the Indonesian courts in relation to any claim or controversy arising out of or connected with the Contract.