General Sales Conditions
Orders are accepted subject to the following general terms and conditions of sale (“Sales T&C’s”) and the placing of an order with Sika Cambodia Limited (here after called “the Company”) is to be deemed to be acceptance of such Sales T&C’s by the customer. No variation or modification of, or substitution for, such Sales T&C’s shall be binding unless expressly accepted by the Company in writing.
Quotations do not constitute an offer by the Company to supply the goods or carry out the work referred to therein, and no order placed in response to a quotation will be binding unless accepted by the Company in writing. All such acceptances by the Company are subject to availability of the necessary materials and resources and to the Company being able to obtain any necessary authorization and/or licenses.
3. Prices and Terms of Payment
a) All prices given in quotations are provisional only until the order has been accepted by the Company in writing and being based upon the prices and costs of materials, labor, fuel, transport and overhead expense current at the date of the quotation may be varied by the Company at any time either before or after acceptance of the order to correspond with any variation in such prices or costs which may occur at any time before delivery of goods to the customer or performance of services are completed.
b) Unless otherwise stated in the Company’s acceptance of an order, prices quoted are strictly net. The payment quotation or price list current at the time of the Company’s shall be made in full as stated in invoice date.
4. Transfer of Title and Risk of Loss or Damage
Risk of loss or damage of the goods shall pass to the customer upon the date of delivery. Title to the goods shall remain with the Company until all moneys owing by the customer to the Company have been paid in full. In the event that the customer fails to pay for the goods as provided herein the Company shall be entitled without prior notice to enter upon the place of delivery at any time and retake possession of the goods. IF the goods have been damaged however, the customer shall compensate and indemnify the Company accordingly.
5. Warranty and Liability Limitation
a) The Company warrants that the goods at the time of delivery will comply with the properties described the respective Product Data Sheet(“Warranty”). If the goods deviated from this Warranty, the customer shall promptly notify the Company in writing not later than one (1) month after the date of delivery. To the extent permitted by law, (i) any other representations and warranties are excluded and (ii) the Company’s liability arising from the breach of the Warranty, or breach of these Sales T&C’s, statutory law or otherwise shall, at the Company’s option, be limited to and completely discharged by either the replacement or the repair by the Company of the goods supplied to the customer.
b) Except to the extent provided in clause 5 a) above the Company shall have no liability whatsoever (including liability in negligence, contract, or otherwise) to any person for any loss or damage, including loss of profit, interruption of production, incidental, consequential or other losses and damages howsoever caused or incurred by any such person in relation to the goods. Under no circumstances shall the Company’s total liability exceed the price of the goods to which any claim relates.
c) The sole specifications for the goods are those shown in the Company’s “Product Data Sheet” for the respective goods. Users must always refer to the most recent issue of the Product Data Sheet for the product concerned copies of which will be supplied on request.
d) Company’s goods are only intended for users who have the necessary technical knowledge and skills. The user of the goods must test the good’s suitability for the intended application and purpose. Compliance by the user of the goods with the rules of construction technology and standard construction practice are essential.
e) Where the Company furnished any technical advice, assistance, testing or reports with respect to (i) the selection or use of the goods or (ii) the storing, handling or usage of the goods (collectively, the “Technical Assistance”), such Technical Assistance.
f) The Company does not accept any liability for the quality of the installation or application of the goods through any presence of Company employees at the site of the application of the goods or the carrying out of any supervision.
g) Any drawings, description, weights, or dimensions submitted by the Company are approximate only and intended merely as a general guide and the Company will not be liable for any error or omission therein or with regard thereto.
h) No representation in relations to goods of the Company shall be binding on the Company unless in writing and signed by two authorized representatives of the Company.
6. Patents and Designs
The Company shall not be liable in respect of any claim which may be made against the Company or the customer for infringement of letters patent or registered design which may arise as a result of the Company carrying out instructions given by the customer and the customer agrees to indemnify and keep indemnified the Company from and against all or any such claims and against all costs, damages and expenses incurred by or recovered against the Company in respect of any such claims.
The Company reserves the right to apply a delivery charge depending on quantity of goods and freight distance. Any delivery dates given by the Company are approximate only and no liability can be accepted for any loss, injury, damages, or expenses resulting from any delay in delivery from any cause whatsoever not shall any such delay entitle the customer to cancel any order or to refuse to accept delivery at any time.
8. Schedule of deliveries
The Company will take all reasonable steps available to deliver the goods on the dates agreed but shall not be liable to the customer in any way if delivery is not made on such date.
Where the price provides for absorption by the Company of portion of the freight charges or where the Company provides the transportation equipment the Company shall have the right to select the means of transportation.
All containers mentioned in the current price list are standard sizes of the Company, free of extra charge and non-returnable. Drums and IBC will be charged and are refunable if the Drums/IBC are in good condition and accepted after inspection by the Company. Special packaging is charged extra.
11. Shortage, Damage or Loss in Transit
The Company will not be liable for shortage, loss or damage to goods or materials in transit in Cambodia or elsewhere.
a) All shortages and damage must be reported to the carriers and the Company in writing within three days of receipt of goods.
b) In the case of loss within 14 days of the scheduled arrival date or in such other manner as many be specified in the covering documents.
No claims for any deficiencies will be considered unless the above condition is adhered to.
12. Return of Goods
The Company cannot accept the return of goods supplied against orders, expect by prior written agreement.
For these returns the Company reserves the right to deduct for restocking a surcharge at 10% of the value of the goods.
If the customer shall sell any of the goods which he purchased from the Company he must do so under the trademarks or trade names registered by the Company, and the customer must ensure that such goods (i) are not repackaged and no changes to the packaging or labelling are made, and (ii) are only sold subject to the Sales T&C’s as are herein contained unless otherwise expressly agreed
14. Force Majeure
Should the Company be delayed in or prevented from making delivery owing to act of God, war, civil disturbance, requisitioning, Government restriction, prohibition or enactment of any kind, import or export restrictions, strikes, lockouts, trade dispute, difficulty in obtaining workmen, transportation, electricity, fuel or materials, breakdown of machinery, fire, accident, epidemics, pandemic, lockdown, severe weather conditions, or any other cause whatsoever beyond the Company’s reasonable control, the Company shall be at liberty to cancel or suspend the order without incurring any liability for any loss or damage resulting therefrom.
15. Legal Construction
These Sales T&C’s shall be governed and interpreted according to the laws of Cambodia. Any dispute arising out of or connected to these Sales T&C’s shall be exclusively brought before the court of the Company’s legal domicile (place of incorporation).
16. Extent of Conditions
The foregoing Sales T&C’s supersede and prevail over all general or special terms or conditions imposed or sought to be imposed by the customer at any time in relation to any order. In the event that any provision of these Sales T&C’s are invalid, the remainder of the Sales T&C’s shall not be affected. The invalid clause shall be replaced by a valid clause which achieves the same economic effect as the invalid clause.