GENERAL TERMS OF SALE FOR BULK
These General Terms of Sale for Bulk (the “GTSB”) apply for all sales made by GC Building Technologies (M) Sdn Bhd (Company No.: 200601005460 (725209-M)) having its registered address at Block C809, Sunway Nexis Damansara No. 1, Jalan PJU 5/1, Kota Damansara 47810 Petaling Jaya, Selangor Darul Ehsan, Malaysia (the “Seller”), unless explicitly specified otherwise.
Anyone purchasing from the Seller shall be named a “Buyer” and the Seller and the Buyer are each a “Party” and together the “Parties”.
1. Application; contract formation; precedence
1.1 These GTSB apply to and form part of every sale of goods by the Seller to the Buyer (each a “Contract”).
1.2 A Contract is formed only when the Seller issues a written confirmation (including an invoice, sales confirmation, delivery order, or other written confirmation) referring to these GTSB and the relevant Contract (the “Order Confirmation”), or when the Seller delivers/makes available the Goods after receiving an Order from the Buyer, whichever occurs first.
1.3 These GTSB and the relevant Contract prevail over any terms in the Buyer’s purchase order or other documents (including any “battle of forms”), which are excluded and shall have no effect, even if referenced by the Buyer or not expressly rejected by the Seller.
1.4 If the Seller expressly agrees in writing to special terms for a particular Contract (the “Special Terms”), those Special Terms apply only to that Contract.
2. Principles of Sale for the GTSB
2.1 The Seller sells goods from time to time and may store goods at any warehouse or location notified by the Seller for the relevant Contract (each a “Warehouse” or “Delivery Point”, as applicable).
2.2 For each Contract, the Buyer has had the opportunity to inspect the Goods (and any available packaging/manuals) at the relevant Warehouse/Delivery Point and/or to arrange for its agents/contractors to do so, or has elected not to inspect.
2.3 Each Contract is governed by these GTSB and the relevant Contract and the relevant Order Confirmation, and may be a bulk-lot sale where stated in the Order Confirmation.
3. Definitions and interpretation
3.1 “Goods” means the goods supplied under the relevant Contract as specified in the Order Confirmation (and, where applicable, any packaging and manuals supplied with them).
3.2 “Business Day” means a day (other than a Saturday, Sunday or public holiday) on which banks are open in Kuala Lumpur.
3.3 “Order” means any order placed by the Buyer to the Seller for Goods.
3.4 “Order Confirmation” has the meaning in clause 1.2.
3.5 “Contract” has the meaning in clause 1.1.
3.6 “Bulk Lot” means Goods sold as a single lot (not by item or unit) as stated in the Order Confirmation.
3.7 “Availability Time” means the time the Seller notifies the Buyer that the Goods are made available for collection for the relevant Contract.
3.8 “Collection Deadline” means the deadline for collection stated in the Order Confirmation, or if none, five Business Days after the Availability Time.
3.9 References to a statute include amendments and re-enactments. Headings do not affect interpretation.
3.10 Interpretation:
(a) Words importing the singular include the plural and vice versa; and
(b) References to clauses and appendices are to clauses of and appendices to these GTSB and the relevant Contract.
4. Sale and purchase; bulk lot nature
4.1 The Seller sells and the Buyer purchases the Goods under each Contract on the terms of these GTSB and the relevant Contract. Where the Order Confirmation states that the sale is a Bulk Lot, the Goods are sold as a single lot (not by item or unit).
4.2 The Buyer acknowledges that each Contract is a separate transaction and the Seller has no obligation to accept any Order or to supply Goods beyond what is stated in the relevant Order Confirmation.
5. Purchase Price and payment
5.1 The purchase price for the Goods is the price stated on the Order Confirmation (the “Purchase Price”).
5.2 Unless otherwise stated in the Order Confirmation, payment is due five days from the invoice date.
5.3 Unless otherwise agreed in writing, all amounts shall be paid in cleared funds to the Seller’s nominated account.
5.4 No set-off: all amounts shall be paid free and clear of any set-off, counterclaim, withholding or deduction (except as required by law). If required by law, the Buyer shall gross-up so the Seller receives the full amount.
6. Title and risk
6.1 Title to the Goods shall pass to the Buyer only upon the Seller’s receipt of the Purchase Price in full in cleared funds.
6.2 Risk in the Goods shall pass to the Buyer at the earliest legally effective time, being when the Seller notifies the Buyer that the Goods are made available for collection at the Warehouse (the “Availability Time”), regardless of whether Buyer has collected them.
6.3 From the Availability Time, the Buyer bears all risk of loss, theft, deterioration, damage (including due to storage conditions), and any other risk relating to the Goods, and the Buyer is responsible to arrange insurance if it wishes.
7. Delivery, collection window, loading and storage charges
7.1 This clause applies where the Order Confirmation states that Goods are to be collected by the Buyer (Ex Works).
7.2 Ex Works / Collection: The Goods are sold as-is, where-is at the Warehouse. The Seller has no obligation to deliver.
7.3 Collection window: The Buyer shall collect (and remove) all Goods from the Warehouse within five Business Days after the Availability Time (the “Collection Deadline”). Time is of the essence.
7.4 Buyer loading responsibility: The Buyer is solely responsible (at its own cost and risk) for:
(a) arranging vehicles, labour, equipment and all logistics for collection and removal;
(b) all loading, securing, tallying, and safe handling;
(c) complying with all Warehouse rules, safety procedures, induction requirements, PPE, permits and access conditions; and
(d) verifying in advance with the Warehouse operator what is required for collection (including appointment slots, loading bay requirements, vehicle type restrictions and documentation).
7.5 Warehouse cooperation: The Seller will provide reasonable cooperation to facilitate collection, provided that (i) the Purchase Price has been paid in full in cleared funds and (ii) the Buyer complies with Warehouse requirements. Any Availability Time notice given before full payment does not confer any right of access or collection. Any special attendance, overtime, additional handling or special access requested by the Buyer shall be at the Buyer’s cost.
7.6 Storage charges for delay: If the Buyer fails to remove all Goods by the Collection Deadline, the Buyer shall pay the Seller storage charges at a rate of MYR 25,000/day for the period from (and including) the day after the Collection Deadline until removal of all Goods, payable on demand. The Parties agree that this rate is a genuine pre-estimate of the Seller’s loss and costs and is not a penalty.
7.7 Suspension of access: The Seller may (without limiting any other rights) suspend Warehouse access until all accrued storage charges and any other outstanding sums are paid.
7.8 Abandonment / disposal: If the Buyer has not removed all Goods within five Business Days after the Collection Deadline, the Seller may (at the Buyer’s risk and cost) dispose of, re-sell or otherwise deal with the uncollected Goods in any manner the Seller considers appropriate. The Buyer remains liable for:
(a) storage charges up to the date of disposal; and
(b) any shortfall between the Purchase Price attributable to the uncollected Goods (as reasonably assessed by The Seller) and the net disposal proceeds. The Seller will account to Buyer for any surplus net proceeds (if any) after deducting the Seller’s costs and expenses.
8. No Bailment
8.1 For the avoidance of doubt, from the Availability Time, the Seller does not hold the Goods as bailee or trustee for the Buyer and owes no duty of care in respect of the Goods, save to the extent required by applicable law.
9. Appendices
9.1 Appendices to Order Confirmations, if any, are provided for convenience only to assist identification of the general nature of the bulk lot.
9.2 The Buyer acknowledges and agrees that:
(a) the Goods are sold as a bulk lot and not by reference to Appendix I;
(b) Appendix I may be incomplete or inaccurate, may contain missing items, and may not reflect actual quantities/variants present at collection; and
(c) the Buyer has not relied and shall not rely on Appendix I (or any other list, photo, count, SKU data, description, sample, or pre-contract statement) as a representation or warranty of quantity, completeness, condition, conformity, performance or fitness.
9.3 Any discrepancy between an Appendix and the Goods actually present shall not give rise to any adjustment, refund, claim or remedy, and the Buyer’s sole recourse is its own inspection prior to payment/collection.
10. Inspection; acceptance certificate
10.1 The Buyer confirms it has had full opportunity to inspect the Goods at the Warehouse (including packaging and manuals where available) and to conduct any tests it deems necessary.
10.2 On collection, the Buyer shall sign the Seller’s collection note / acceptance certificate in the form the Seller reasonably requires confirming collection and acceptance of the Goods (without prejudice to the “as-is” basis). Subject to fraud or manifest error, the signed collection note / acceptance certificate shall be conclusive evidence that the Goods described in it were collected by the Buyer and that the Buyer has accepted the Goods in the condition apparent on collection.
11. As-is / where-is; exclusion of warranties; limitation of remedies
11.1 As-is: The Goods are sold as is, where is, with all faults, whether patent or latent, and in whatever condition they are in at the Availability Time and at the time of collection/removal.
11.2 No representations: To the fullest extent permitted by law, the Seller makes no representation or warranty (and the Buyer has not relied on any) as to the Goods, including, but not limited to, quality, condition, merchantability/satisfactory quality, fitness for purpose, durability, compliance with any standard, absence of defects, correspondence with description or sample, or that packaging/manuals are complete or correct.
11.3 Exclusion of implied terms: To the fullest extent permitted by law, all implied terms, conditions and warranties (whether under statute, common law, course of dealing or trade usage) are excluded.
11.4 No claims for aged stock / storage: The Buyer expressly assumes all risks arising from the age, storage duration, storage conditions and any deterioration of the Goods, and waives any right to bring claims relating to the same (to the fullest extent permitted by law). failing which the claim is barred to the fullest extent permitted by law.
12. Title; authenticity; narrow the Seller warranties
12.1 The Seller warrants that:
(a) it has good title to sell the Goods and the Goods are not subject to any undisclosed security interest created by the Seller; and
(b) to the Seller’s knowledge, the Goods are genuine and not counterfeit.
12.2 The warranties in clause 12.1 are the only warranties given by the Seller. All other warranties are excluded under clause 11.
13. Branded goods, manuals, packaging; IP and resale protections
13.1 The Buyer acknowledges that the Goods may include third-party trademarks, brand names, logos, get-up, manuals and packaging (the “Brand Materials”).
13.2 No licence / no authority: Except for the lawful resale of genuine goods, nothing in these GTSB and the relevant Contract ct grant the Buyer any licence or other right to use any Brand Materials (including for advertising, marketing, online listings, domain names, social media accounts, or business name usage).
13.3 No alteration / misuse: The Buyer shall not (and shall ensure its customers do not):
(a) remove, obscure or alter any trademarks, serial numbers, batch codes, product identifiers, safety markings or labels;
(b) repackage, relabel or modify the Goods in a manner that is misleading, suggests authorisation/endorsement, or adversely affects quality/safety; or affiliation.
13.4 No representation using the Seller/parent: The Buyer shall not use the Seller’s name, or any parent/affiliate name, in any marketing or communications relating to the Goods, nor represent any affiliation with the Seller (save to the extent strictly required by law).
13.5 Downstream controls: The Buyer shall impose contractual terms on its customers/distributors that are consistent with clauses 13.2 to 13.4 and shall be responsible for downstream non-compliance.
13.6 Indemnity: The Buyer shall indemnify and keep the Seller indemnified against all losses, claims, liabilities, regulatory actions, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with the Buyer’s or any downstream party’s marketing, resale, repackaging, relabelling, modification, misuse of Brand Materials, or any representation made by the Buyer or its customers regarding the Goods.
14. Compliance and onward sale
14.1 The Buyer is solely responsible for ensuring that any onward sale, distribution or export of the Goods (including any labelling, installation instructions, warnings, language requirements or standards) complies with applicable laws and standards in the relevant market(s).
14.2 The Seller gives no warranty that the Goods meet any current or future standards in Malaysia or elsewhere.
15. Limitation of liability
15.1 Cap: Subject to clause 15.3, the Seller’s total aggregate liability arising out of or in connection with these GTSB and the relevant Contract (whether in contract, tort, misrepresentation, restitution or otherwise) is capped at the Purchase Price actually received.
15.2 Excluded losses: To the fullest extent permitted by law, the Seller is not liable for any indirect, consequential or special loss, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or business interruption. 15.3 Non-excludable matters: Nothing in these GTSB and the relevant Contract limits or excludes liability for fraud, or any liability that cannot be excluded by law.
16. Buyer acknowledgements; non-reliance
16.1 The Buyer acknowledges that:
(a) it is a business purchaser and has made its own independent assessment of the Goods;
(b) it has not relied on any statement, representation, forecast, photograph, sample, demonstration, description, count, SKU data, or other information except as expressly set out in these GTSB and the relevant Contract; and
(c) it is not relying on The Seller’s skill or judgment in relation to the Goods.
16.2 The Buyer irrevocably waives, to the fullest extent permitted by law, any right or remedy it might otherwise have for misrepresentation or pre-contractual statements, except in respect of fraud.
17. Notices
17.1 Notices shall be in writing and delivered by hand, courier, or email to the addresses set out above (or as notified).
17.2 Email notices are deemed received when sent, provided no bounce-back is received.
18. Governing law and dispute resolution
18.1 These GTSB and the relevant Contract are governed by the laws of Malaysia.
18.2 Any dispute, controversy, difference or claim arising out of or relating to these GTSB and the relevant Contract as well as any non-contractual claims, shall be finally resolved by arbitration administered by the AIAC, in accordance with the AIAC Arbitration Rules in force at the time of the commencement of the arbitration.
18.3 The seat of arbitration shall be Kuala Lumpur, Malaysia.
18.4 The language of arbitration shall be English.
19. General
19.1 Entire agreement: these GTSB and the relevant Contract constitute the entire agreement and supersede all prior discussions and correspondence.
19.2 Amendments: Any amendment must be in writing and signed by both Parties.
19.3 Severability: If any provision is invalid/unenforceable, it shall be severed to the extent necessary and the remainder continues.
19.4 In case of any discrepancy between the GTSB and the Order Confirmation, these GTSB prevail.
GC Building Technologies (M) Sdn Bhd
Block C809, Sunway Nexis Damansara No. 1
Jalan PJU 5/1, Kota Damansara
47810 Petaling Jaya, Selangor Darul Ehsan
Malaysia