These Terms of Trade relate to the supply of Licensed
Products and/or Printed Publications by the Malaysian Current Law Journal Sdn
Bhd and its associated companies ("CLJ").
Any reference to "we", "our" or "us" hereinafter appearing
shall be read as referring to CLJ and any reference to "you"
as referring to its customers. Use of our Licensed Products is also subject to
the terms and conditions set out in the applicable License Agreement.
No order shall be binding on nor deemed accepted by us and no
contract shall be formed until our approval and acceptance of the Order has been
communicated to you.
1. Definitions
"
Associated companies" means CLJ
Legal Network Sdn Bhd, MyLawBox Sdn Bhd, Profile Check Sdn Bhd, Gerak Ilham Sdn
Bhd.
"
Contract" means the contract for
the supply of Licensed Products and/or Printed Publications by us to you,
including an order accepted by us, any applicable License Agreement and these
Terms of Trade as amended from time to time.
"
Fees" means the
fee imposed by us for the supply of Licensed Products and/or Printed
Publications and notified to you by us:
a) following processing of the order; and
b) in the case of Subscription Products, prior to the
renewal of the relevant subscription.
"Licensed
Products" mean each of the
online products and/or services specified in an order.
"
Order" means an order which is
submitted to us by order form, e-mail, proposal agreement or in any manner
prescribed by us for one or more of the following:
a) Printed Publications
b) Online products and/or services.
"
Printed Publications" mean each of
the books, journals, bulletins, loose-leaf services and any other hard-copy
publication specified in an order.
"
Subscription products" mean the
following:
a) Licensed Products; and/or
b) Printed Publications, which we agree to supply to you
on a subscription basis.
2. Supply of Subscription Products
Upon acceptance of an Order for Subscription Products, the
same will be supplied for an initial term of 12 months, unless otherwise agreed,
renewable thereafter, for successive terms of 12 months each, until the Order is
cancelled by either party giving to the other party notice in writing at least
30 days the date of expiry of the relevant year’s
subscription. If you return a Subscription Product within 30 days of the date of
the first invoice and return the goods supplied to us in saleable condition, a
credit for those goods will be issued in full to you.
3. Fees
3.1 Payment and variation of Fees
Payment of Fees shall be made in full or in part in
accordance with the payment terms indicated on the invoice. Where applicable,
the payment terms shall commence from the date of the invoice. In the case of
Subscription Products, we reserve the right to vary the Fees and the payment
terms for any Subscription Products at any time prior to renewal of the
subscription. Any variation to the fees or payment terms will only take effect
upon renewal of the relevant subscription. Should you disagree to such a
variation of the Fees or payment terms for any Subscription Products, you are
required to instruct us in writing not to renew your subscription in accordance
with these Terms of Trade. If you fail to do so, you shall be deemed to have
agreed to such variation of the Fees payment terms. Any variation shall take
effect on the renewal date of your subscription.
3.2 Handling fee
Orders for Printed Publications totaling less than RM150 or its foreign currency equivalent per order may incur a handling fee. You shall be liable for any such handling fee in accordance with the payment terms indicated on the invoice. In addition you shall be liable to pay for any charges incurred as a result of rejection of your cheque(s) by our bankers.
3.3 Default
In the event you breach any provision of this Contract and
fail to remedy that breach within fourteen days after written notice from us
requiring you to remedy that breach, become insolvent, commit an act of
bankruptcy, are adjudicated bankrupt or enter into any composition or
arrangement with creditors or being a company, you go into liquidation whether
compulsory or voluntary or a receiver is appointed in respect of any part of
your business, we reserve the right:
a) to treat all sums due or to become due as immediately
due and payable;
b) to terminate your credit facility, if any;
c) to charge interest on any sums due at the rate of 5% per annum calculated on daily rests and compounded monthly;
d) to cancel any contract entered with you or to cancel
and/or suspend delivery of any Printed Publications or Licensed Products or
related services;
e) to enter into any premises where the Printed
Publications are stored (without the necessity of giving notice) to search
for and to remove and take possession of the Printed Publications without
being in any way liable to you or anyone claiming under you for so doing;
f) to withhold the further supply of Printed Publications
and/or Licensed Products.
You shall be liable for all expenses (including legal costs
on a solicitor-client basis) incurred by us in pursuing the recovery of any debt
from you for products sold and services rendered.
4. Refunds, credits and claims
4.1 Refunds and credits
Should you cancel an order within 10 days of the date of the
first invoice and return the goods supplied to us in mint saleable condition, a
credit for those goods will be issued in full to you. Cancellations must be
notified to us in writing with the original invoice numbers quoted. Except where
required by law, you are not entitled to any refund or credit in respect of the
cancellation of an order at any other time.
4.2 Claims
All claims in relation to Printed Publications must be
notified to us in writing within 14 days of receipt of the consignment. Claims
after this period will not be valid and you agree to waive the same. If a
replacement in respect of faulty or damaged goods is not available, a credit
will be issued.
5. Delivery
While we will make every effort to complete delivery on the
date agreed, we shall not be liable for late delivery or consequential damages
of any kind arising from late delivery nor will we accept cancellation of any
order because of late delivery beyond our control.
6. Change to your contact details
Any change to your contact details, including your name,
mailing address, telephone, facsimile and email address, must be notified to us
in writing within 30 days of the date of the change.
7. Warranties and liability
7.1 No warranties
We make no express warranties under these Terms of Trade in
relation to any and all products under an order, including without limitation
that:
a) any Licensed Product or Written Publication is or will
be complete or free from all errors; or
b) information will continue to be available to us to
enable us to keep the licensed products and the written publications
up-to-date.
Each of these products is provided "as is"
and in its present state and condition. No warranty, representation, condition,
undertaking or term, express or implied, statutory or otherwise, as to
condition, quality, availability, durability, performance, non-infringement,
merchantability or fitness for a particular purpose or use of the product or
otherwise is given or assumed by us, and all such warranties, representations,
conditions, undertakings, and terms are excluded to the fullest extent permitted
by law. Without prejudice to the generality of the foregoing, we do not warrant
that the product will be free from errors, and that any and all the information
in the product is complete and up-to-date; we make no warranty with respect to
the accuracy or completeness, at any time and from time to time, of the
information in the product. We do not guarantee continuous, uninterrupted or
secure access to the products, and should access to the products be affected by
factors outside of our control; we shall not be liable for any damages of any
type caused by such interference (your claim for any or all such damages being
waived by you). You agree and acknowledge that the limitations and exclusions of
liability and warranty provided in these Terms of Trade are fair and reasonable.
7.2 Exclusion
To the maximum extent permitted by law, we exclude, for
ourselves and for any supplier of software incorporated in any Licensed
Products, all liability for all claims, expenses, losses, damages and costs made
against or incurred or suffered by you directly or indirectly (including without
limitation lost costs, profits, and data) arising out of:
a) your use or misuse of any Licensed Product or Printed
Publication;
b) your inability to use or obtain access to any Licensed
Products;
c) our omission or the omission of our employees,
contractors or agents, or of any supplier of software incorporated in a
Licensed Products;
in connection with the performance of our obligations under
these Terms of Trade, any claim for the same being waived by you. You also agree
to the terms set out in the applicable License Agreement in respect of the
Licensed Product in connection with such liability.
7.3 Limit
If we breach any express provision of these Terms of Trade or
a condition or warranty implied under any law which cannot be lawfully modified
or excluded by these Terms of Trade, then our liability to you will, to the
extent permitted by law, be limited at our option to supplying the Licensed
Products or Printed Publications, whichever is applicable, again or paying for
their re-supply. Our liability to you for loss or damage of any kind (including
loss or damage caused by negligence) will in any case be up to (but no more
than) the amount specified in the Order (any claim by you in excess of that
amount being waived by you) and is reduced to the extent that you caused or
contributed to that loss or damage.
8. Assignment
You will not assign or otherwise transfer any of your rights
and / or obligations under this Contract to any person other than a purchaser
for value of your business.
9. Entire Agreement
These Terms of Trade, together with the accepted Order and
any applicable License Agreement, embody all the terms and conditions that we
have agreed with you as to the subject matter of these Terms of Trade and
supersede and cancel in all respects all previous agreements and undertakings,
if any, between you and us with respect to the subject matter hereof, whether
such be written or oral. Any amendment to or variation of these Terms of Trade
shall be effective only if it is in writing and duly signed and confirmed by our
authorised representative. In the event of any inconsistency between these Terms
of Trade and the License Agreement applicable to a Licensed Product, the
provisions of the License Agreement shall prevail.
10. Notices
Any and all notices (including notification of any amendments
to these Terms of Trade) or demands by us may be sent to you by post, facsimile
transmission, electronic mail or through the internet or any electronic medium
selected by us. Any statement, notice or demand to you so sent or dispatched
shall be effective and deemed to have been received by you:
a) on the day immediately following the date of dispatch,
if sent by post; or
b) immediately on dispatch if sent by facsimile
transmission, electronic mail or through the internet or any electronic
medium selected by us.
11. Severability
Any provision of the Contract prohibited by or rendered
unlawful or unenforceable under applicable law applied by any court of competent
jurisdiction shall, to the extent required by such law, be severed from the
Contract and rendered ineffective so far as is possible without affecting the
remaining provisions of the Contract. Where, however the provisions of any such
applicable law may be waived, they are hereby waived by the parties hereto to
the full extent permitted by such law to the end that the Contract shall be a
valid and binding contract, enforceable in accordance with its terms.
12. Governing law
These Terms of Trade are governed by the Laws of Malaysia and
the parties agree to submit to the jurisdiction of the Malaysian courts.