1. GENERAL

All orders for products and services on the Idemco Sdn. Bhd website are accepted by Idemco subject to these terms and conditions of sale. No other terms will apply to the supply of products and services by Idemco unless agreed in writing by an authorized signatory of Idemco or expressly stated otherwise in these terms and conditions of sale.

All descriptions of the products and services contained on the Idemco website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between Idemco and the Customer. Idemco shall not be liable to the Customer for any errors or omissions in its catalogue.

The advertising of products and services on the Idemco website is not an offer capable of acceptance, it merely constitutes an invitation by Idemco for the Customer to make an offer to purchase products and services.

These terms and conditions of sale do not apply to export transactions, to which separate terms and conditions of sale apply.

Idemco is a business-to-business supplier. The Idemco website is intended for use by business customers and not by consumers or private individuals. Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.

2. PRICES

The prices of the products and services are as set out on the Idemco website at the date of despatch of the ordered products or the date of provision of the ordered services. Idemco Customer is informed that prices and products in the printed hard copy catalogue (if any) are subject to changes. Idemco reserves the right to change prices without prior notice at any time. All prices exclude GST, which Idemco will add at the rate applicable at the date of order despatch.

 

3. ORDERING

Idemco reserves the right to decline to trade with any company or person. In addition, Idemco may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, facsimile or email within a reasonable period of receipt by Idemco of the order.

Idemco executes orders to the Customer's requirements, and does not substitute one product for another unless requested by the Customer, or unless the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer's option) either be put on back order to be fulfilled when Idemco stock becomes available or be cancelled.

The Customer must submit orders using the Idemco stock numbers and/or manufacturer part number (where applicable) and the priced units used in the Idemco website. Delivery option must be specified when required.

If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 4 will apply.

 

4. RETURNS & CANCELLATIONS

The Customer may not cancel orders once accepted by Idemco. Idemco may, at its discretion and in writing, allow an order to be cancelled subject to Idemco recovering from the Customer the costs incurred by Idemco. In the event of cancellation of part of any order only, Idemco may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.

• The Customer may only return products to Idemco, and receive a credit or refund and on the following conditions: The Customer must contact Idemco prior to the return of any products and obtain Idemco’s prior consent and obtain a return note (to be quoted on all returned paperwork);
• Any returns must be made within 30 days of the date of delivery (as stated on the delivery documentation). Products must be returned to Idemco in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale.
• Products must be returned to Idemco adequately packed and despatched freight prepaid, clearly labelled to:
  
  Customer Service - Returns
  Idemco Sdn. Bhd
  No.51, Jalan 9/152 Taman Perindustrian OUG
  Batu 6, Jalan Puchong
  58200 Kuala Lumpur, Malaysia

The Customer must follow any specific instructions which appear on the Idemco website or with any product regarding its return to Idemco; The Customer must quote the invoice details or the Idemco reference number on the Idemco Customer Returns Form from the original dispatch note, otherwise any credit given for the returned products will be based upon the lowest sales price.

For products returned due to Customer error or no longer required and returned, above a handling charge will be applied. This handling charge is set out on the Idemco website.

Where the Customer returns products to Idemco not in accordance with (i) - (iii) above (for example, after 30-days from the date of dispatch or in an unfit state) Idemco will refuse delivery and return the products at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out on the Idemco website).

This returns policy excludes software, calibrated products, production packaging products, non-catalogue products, extended range products and specially manufactured products. In addition, Idemco will not accept returned sensitive devices (e.g. ESD, certain measurement products) where the integrity of the original packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together.

Idemco accepts no responsibility for any loss of or damage to products in transit from Customer to Idemco or for any items received by Idemco with them.

 

5. DELIVERY

Idemco will aim to deliver products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out on the Idemco website current at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices in the printed hard copy catalogue are subject to changes. Delivery prices may be applicable per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.

Times and dates for delivery quoted on the Idemco website or by Idemco 's employees are approximate only and Idemco shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products marked in the website as requiring special handling may take up to 3 to 5 working days after acceptance of the Customer's order.

If any delivery is late, the Customer must notify Idemco, and Idemco will endeavor to ascertain if the product has been delivered or the expected delivery time of the product to the Customer. Idemco may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable Idemco may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

Idemco may, following Customer's order, notify the Customer if Idemco is unable to fulfill any order within that published lead time, and will provide alternative options.

 

6. INSPECTION, DELIVERY DELAYS AND NON-DELIVERY

The Customer must inspect the products as soon as is reasonably possible after delivery and shall, within 7 days of the date of delivery or, in the case of clause iv, the due date for delivery, give notice to Idemco in detail of:

• Any defect in the product that is apparent on reasonable examination. In this case Idemco shall, at Idemco's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
• Any shortfall in products delivered. In this case Idemco shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
• Any delivery of products not in accordance with the order. In this case Idemco shall, at Idemco 's discretion, replace the products or refund the purchase price;
• Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case Idemco shall deliver the undelivered products or refund the price of the undelivered products.

If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. Idemco's record of the products dispatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.

The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. Idemco shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.

 

7. PAYMENT

If credit has not been granted to the Customer, payment terms will be based on Cash on Delivery or Advance Payment.

Credit terms (subject to satisfactory references and at Idemco's absolute discretion) are available. If credit has been granted, the Customer shall pay the price of the product or service by the 30th day of the month following the month in which the products are dispatched. All payments must be made without any set-off, deduction or counterclaim. If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

• all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
• Idemco may charge the Customer interest from the due date until payment is made in full (both before and after any judgment) on the amount unpaid at a rate which is 8 per cent per annum, compounded monthly.
  
  

8. RISK AND OWNERSHIP

Risk of loss of or damage to the products shall pass to the Customer on delivery. Ownership of all products supplied shall not pass to the Customer until full payment of the purchase price of the goods and of all other amounts owing to Idemco has been made (in cash or cleared funds). If the Customer is late in paying any sum to Idemco, then Idemco shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorizes Idemco and its authorized agents to recover the products, and to enter any premises of the Customer for that purpose. Demand for or recovery of the products by Idemco shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or Idemco's right to sue for the whole of the price.

 

9. PRODUCT AND AVAILABILITY INFORMATION

Idemco reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous program of product improvement, or to assist product availability, and such changes may take place during the life of any Idemco catalogue.

Unless otherwise confirmed, nothing in any Idemco catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

 

10. WARRANTY

For products purchased from Idemco: Idemco warrants that if any product is defective, it will replace or repair the product or refund the purchase price. This warranty is subject to a claim being made in writing to Idemco within 6 to12 months of the original date of dispatch (actual warrantied period shall be subjected to Idemco’s and / or manufacturer’s specified time frame), or such other longer period as may be indicated by Idemco for specific products from time to time in writing.

These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of Idemco. The Customer must return or dispose of the products, or make them available for collection by Idemco, in accordance with Idemco's instructions and suitably packaged. All orders are accepted by Idemco subject to the Terms and Conditions of Sale set out below:

The Customer must contact Idemco to notify Idemco of the return of any products prior to returning any products and obtain a returns number, which is to be quoted on all paperwork. Returned products must be accompanied by an advice note stating the original invoice number in respect of the products and the nature of any claimed defect. Where the Customer returns products otherwise than in accordance with these warranty provisions, Idemco may refuse such products and return them to the Customer. All associated costs for this return shall be borne by the Customer.

Any products, which are replaced by Idemco, shall become the property of Idemco. Title to replacement products shall pass to the Customer on delivery, and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.

The remedies set out above shall be Idemco 's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply or non-supply of products and/or services.

The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have set out expressly in these terms and conditions of sale. Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). Idemco will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on Idemco by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.

11. LIMITATIONS OF USE

Products sold by Idemco are not recommended or authorized for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.

12. LIABILITY

Idemco shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the Idemco helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.

Idemco shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:

• any express or implied terms of the contract between Idemco and the Customer, or of any order accepted by Idemco;
• any duty of any kind imposed on Idemco by law arising out of or in relation to the contract between Idemco and the Customer or order;
• any defect in the products or services;
• intellectual property rights infringement; or
• any other loss whatsoever arising out of these terms and conditions of sale.

If, notwithstanding any other provisions in these terms and conditions of sale including without limitation clauses 10, 11 and 12 any liability attaches to Idemco, Idemco's liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of the contract between Idemco and the Customer, or of any order accepted by Idemco; (ii) any duty of any kind imposed on Idemco by law arising out of or in relation to the contract between Idemco and the Customer or the order; (iii) any defect in the products or services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions of sale shall be limited in the aggregate to £100,000 or the total value of the order, whichever is greater.

Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of Idemco for death or personal injury caused by the negligence of Idemco or its employees, agents or sub-contractors, or for fraud.

13. FORCE MAJEURE

A force majeure event is any event beyond the reasonable control of Idemco (including strikes, traffic congestion, the downtime of any external line, or Idemco inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If Idemco is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Idemco shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, Idemco may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.

 

14. DATA PROTECTION AND CUSTOMER INFORMATION

Idemco may disclose the Customer's and its employees' details to organisations working on behalf of Idemco anywhere in the world (for example, credit reference agencies, mailing houses and call centres) for the purpose of proper fulfilment of orders and Idemco obligations under these terms and conditions of sale.

Idemco may send to the Customer and its employees details of other products and services offered by its group that may interest the Customer.

The Customer consents that Idemco may use the name of the Customer by disclosing it to certain Idemco suppliers for market research and commission purposes.