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General Terms & Conditions

Terms and Conditions of Sale

Our manufacture and supply of goods is subject to the following terms and conditions:

1. References or Definition

  • a) Any reference to “We”, “Us” or “Our” shall mean A. & H. Meyer Sdn Bhd;
  • b) Any reference to “Goods” or “Product” herein or in the quotation given to you shall have the same meaning and shall be one and the same; and
  • c) Any reference to “Legrand” shall mean the Legrand Group which we are part of.

2. Terms of Payment

  • Unless otherwise specified in the quotation, invoice, sale or any other document, all payments due to us must be made within thirty days (30) days from the date of our Invoice.
  • Interest at the rate of 1.5% per month will be automatically charged by us to you from the due date of such payment (based on our invoice). The interest shall continue and accrue until the date of its full  payment/settlement in the event of you choose to default payment of our invoice.

3. Stoppage of Delivery

  • We reserve the right to cancel your Order, suspend or withhold delivery if, at the date of delivery, you are indebted to us in any manner whatsoever or where terms of payment are ‘cash on delivery’ and/or you fail to make such payment or part thereof.

4. Acceptance

  • Inspection of the Goods shall be made immediately upon delivery or collection by you (as the case may be) and unless you notify us in writing of any physical defects or shortage (in quantity) in the Goods within fourteen (14) days from the date of delivery, the Goods shall be deemed accepted to your satisfaction in all respects in accordance with specifications.

5. Warranty

  • a) We will provide you with a three (3) years warranty against technical defects in material and workmanship from the date of delivery/collection of the Goods under the condition that seals are not broken or tampered with, and the damage was not caused by you or the customer, your contractors, agents, servants or the end user. You must obtain our written consent before returning any defective Goods to us, and you shall send such defective Goods to us at your own expense. Subject to this, we shall at our own discretion either repair or replace the defective Goods and return them to you or your customer and this shall be the extent of our obligation. All or any other claims for indirect or consequential losses/damages or otherwise are expressly excluded and there shall be no such
    other claims.
  • b) In no event can you rely on a return of any goods to cease making any payment for which you are liable towards us or to cancel all or part of any order in progress.
  • c) Apart from the limited warranty stated herein or in the quotation, we do not give any warranty as to the state, condition or fitness of the Goods or their suitability for any particular purpose of for the  use under any specific condition.
  • d) The above limited warranty is further subject to the following conditions:
    • i) We are under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by you or your agents or servants;
    • ii) We are under no liability in respect of consumables or non-reusable components or defects originating from or connected with your failings in regards to the use, installation or maintenance of the Goods and all related documentation and more generally according to the accepted standards of use of the goods;
    • iii) We are under no liability in respect of any defects arising from or connected to the combining of Goods with a product not designed or manufactured by us, or a modification of the Goods carried out by third parties other than us;
    • iv) We are under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, accidents, abnormal working conditions, failure to follow any instructions, misuse or alteration or repair of the Goods without our approval;
    • v) We are also under no liability under the above warranty if the total price of the Goods has not been by the due date for payment.
  • e) The warranty defined in this clause is exclusive and you agree to waive all other express or implicit warranty relating to any defect or failure of the Goods

6. Basis of Sale

  • Our employees and or agents are not authorized to make representations concerning the Goods unless confirmed in writing by us. Any representation, advice or recommendation given as to the application or use of the Goods which is not confirmed in writing by us is followed and acted upon entirely at your own risk.

7. Delivery

  • a) Delivery of the Goods shall mean and be deemed to be completed when the Goods are delivered to the stated address (in the case where we are required to deliver the Goods to a given address) or collected by any person (in the case where you are required to collect the Goods from our premises) who shall then endorse on the Delivery Order acknowledging such delivery/collection. We shall not be responsible or liable to you for any loss or damage resulting from the receipt or collection of the Goods by unauthorized persons
  • b) Any time or date for delivery, whether specified by you or by us shall be an estimate only and there shall be no claim for loss or damage arising directly or indirectly on account of any delay in delivery.
  • c) On special instructions from you, we may at our own discretion deliver the Goods to you and then invoice you for the additional costs involved.
  • d) Risk, liability and responsibility during the delivery of the Goods falls on you and remains on you upon delivery of the Goods to you.
  • e) If a receiver or manager (whether interim or otherwise) shall be appointed for your business or company or a petition for your winding up or bankruptcy shall be presented or if there is any distress or legal/execution proceedings being taken out against you, we shall be entitled to suspend or cancel any order without notice.

8. Retention of Title

  • a) Title to the Goods (legal or beneficial) shall remain vested in us until the full purchase price has been paid.
  • b) Notwithstanding that title to the Goods remain vested in us, we shall be at liberty and shall be entitled to commence and maintain an action for the purchase price of the Goods against you.
  • c) If any of the Goods is sold or used by you before the title in them has passed to you, you shall withhold the proceeds of sale and all rights which you may have against the purchaser or end user thereof in trust for us.
  • d) We or our agents shall be entitled at any time to take possession of the Goods for so long as title in the Goods remains vested in us.

9. Price of Goods

  • a) The price of Goods is understood to be ex-works and exclusive of Malaysian taxes.
  • b) The price of Goods shall be valid only for the period stated in the quotation and we reserve the right to vary or increase the price of the Goods if your order is made out of or beyond the price validity period stated in the quotation.
  • c) You agree not to request any price revision, regardless of circumstances.
  • d) In the event no price validity period is specified anywhere, then we shall be at liberty to vary or increase the price at any time.
  • e) We also reserve the right, by giving notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to us which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties and taxes or imposition of new duties and taxes, increase in labour charges, materials or any cost of
    manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by you, or any delay caused by your instructions or the failure to give us any adequate information or instructions.

10. Weights and Measurements

  • Unless otherwise specified, all Goods supplied are subject to our usual tolerances and dimensions shown are nominal only.

11. Taxes and Charges 

  • All duties, taxes, levies and other charges arising because of or in relation to the Order and imposed by your country’s tax administration shall be at your expense and shall be paid directly by you, or if paid by us, you shall reimburse us promptly once we present the documents

12. Limitation of Liability

  • a) In no event we shall be liable towards you, your employees, agents, heirs, assigns and successors in interest for any indirect losses, tangible or intangible damage of any nature whatsoever including, without limitation, all losses, costs, damage, loss of income or profit borne by you or any third party whomsoever, arising from a defect or a loss of use of the Goods or of any of its components or of any property whatsoever, regardless of the reason.
  • b) Our total cumulative liability for any reason whatsoever, either based on the non-completion of any Order or on any other type of liability (negligence, strict liability or other) or in respect of any warranty whatsoever, shall in no case exceed the exact amount of the payment received by us in respect of the said Order.

13. Compliance

  • a) You acknowledge that you are acquainted with and adhere to our and/or Legrand’s sustainable development and business ethics requirements, as set out in the Charter of Fundamental Principles, in the Guide to Good Business Practices and in the Charter for Fair Competition, which is available on the Legrand Group’s Website - http://www.legrandgroup.com/EN/
  • b) You undertake to comply with the Legrand Group sustainable development policy especially regarding environmental protection, compliance with social and labour applicable rules and policies, occupational health and safety of its employees, ethical conduct in business relationship and more specifically prevention of corruption and compliance with competition rules.
  • c) In terms of prevention of corruption, we and/or Legrand expects you to reject corruption in all its forms, whether public and private, active or passive. To this end, you undertake to comply with all applicable national and international laws and regulations relating to the prevention of corruption of each country you are established in and/or you operate in.
  • d) In terms of competition law, we and/or Legrand expects you to reject every unfair or anticompetitive practice and to demonstrate a lawabiding behaviour towards your competitors, your customers and your suppliers. To this end, you undertake to comply with all applicable national and international laws and regulations relating to fair competition of each country you are established in and/or you operate in.
  • e) You undertake to observe and to implement within your group principles of good business practices equivalent to those described in the Fair competition Charter of the Legrand Group especially concerning prohibited vertical agreements, abuse of market power or exchanging of privileged information with competitors. 
  • f) You undertake to comply with all laws and regulations on embargoes, economic, commercial or financial sanctions or restrictive measures applied by France, the United States, the European Union or any other applicable national legislation (“embargoes”) and to obtain all licenses, shipping documents and authorizations required for the resale, export or re-export of Legrand Group products.
  • g) Accordingly, you agree not to:
    • i) export or re-export the Goods to a country which is prohibited or subject to restrictions, without having obtained all necessary authorizations from the French, European or American authorities or those of any other country that imposes restrictions;
    • ii) supply the Goods to persons, organizations or entities subject to restrictions by France, the European Union or any other country; or to persons, organizations or entities about which there are reasons to believe that they fail to comply fully with the national or international regulations in force;
    • iii) export or re-export the Goods for the purpose of using them in sectors that are prohibited or subject to restrictions by the law and embargo regulations; - issue or collect any financial flows  without having previously notified and/or obtained the necessary authorizations from the competent authorities.
  • h) You are responsible for obtaining all authorizations or licenses as required by the export regulations and guarantees to hold us not liable in regard to any recourse pertaining thereto. We reserve our
    rights to suspend our obligations and your rights until such time as the authorizations and guarantees have been granted or for the period of such restrictions or prohibitions. In all events, we shall be able to cancel the Order without thereby giving rise to any liability whatsoever with regards to you or the end-user.

14. Termination

  • If you, omit, fail or refuse to take delivery of the Goods on the designated date for delivery OR if prior to delivery, you are purported to have canceled the order, then without prejudice to any other rights we shall exercise all our rights (including the right to terminate the contract). In such an event, you shall immediately pay us one hundred percent (100%) of the purchase price of the Goods and interest at 1.5% per month on the purchase price of the Goods from the time you ought to take delivery until the date of full payment. This clause is due to the fact that all Goods are non-standard in nature, made to your specific requirements or order and cannot be readily resold to a third party.

15. Force Majeure

  • a) We shall not be deemed to be in default of our contractual obligations if such defaults are due to the occurrence of a Force Majeure event. Force Majeure covers all unforeseeable events beyond our reasonable control, which could not have been avoided by exercising reasonable diligence, and which have the effect of rendering the Order temporarily or permanently impossible to carry out. Force Majeure events may include but are not limited to natural disasters (e.g., earthquakes, floods, storms, bad weather), declared or undeclared wars, terrorism, civil commotion, riots, strikes, lockouts, labour disputes, pandemics, fire, sabotage, embargo, interruptions, delays in transport services or methods of communication, events or acts originating from civil or military public authorities (including all delays in securing any authorizations or permits of any kind whatsoever), and other similar events or circumstance.
  • b) The party claiming Force Majeure must promptly notify the other party in writing of the occurrence of such event or circumstance, describing the nature of the Force Majeure event, its expected duration, and its impact on the performance of its contractual obligations. Such notice must be given within seven (7) working days of the onset of the Force Majeure event.
  • c) Upon the occurrence of a Force Majeure event, the obligations of the affected party shall be suspended for the duration of the Force Majeure event. The affected party shall make reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as reasonably practicable.
  • d) If the performance of the affected party’s obligations is delayed by a Force Majeure event, the time for performance shall be extended by a period equal to the duration of the Force Majeure event, unless otherwise agreed in writing by the parties.
  • e) If the Force Majeure event continues for a period of sixty (60) days or more, either party may cancel the order upon written notice to the other party. In such event, neither party shall be liable to the other for any damages, penalties, or other claims resulting from the cancellation.
  • f) In the event of a Force Majeure event, each party shall bear its own costs and expenses incurred as a result of the Force Majeure event, and neither party shall be entitled to any reimbursement or compensation from the other party for such costs.
  • g) The occurrence of a Force Majeure event does not constitute a waiver of any obligations that are not affected by the Force Majeure event. The party affected by the Force Majeure event remains obligated to perform any obligations that are not impacted by the Force Majeure event.

16. Confidentiality

  • a) Unless otherwise stipulated in the Order, all design study documents, data and information disclosed by us to you or of which you become aware in the course of carrying out the Order, shall remain our propertyy and deemed as strictly confidential.
  • b) All the documents, data and information referred to above and those supplied by us during the consultation or in the course of carrying out the order must be treated as confidential information and shall not be disclosed, divulged and/or reproduced to any persons other than those qualified to have knowledge thereof.
  • c) In addition, you undertake not to disclose, divulge and/or reproduce any of our confidential information which you become aware or might become aware in the course of carrying out the order.
  • d) We and/or Legrand have the right to take the appropriate and necessary action against you to seek the appropriate relief if you have provided or made available use of confidential information, trade secrets and/or intellectual property to third parties, and/or has passed the same off as they were your own.
  • e) This clause shall survive the cessation of our contractual relationship with you or cancellation of any Order.

17. Intellectual Property Rights

  • a) The purchasing of Goods by you in no way confers any right whatsoever upon you to reproduce all or part of the Goods or to exploit any intellectual property rights relating to them. In the event a third party were to bring an action for infringement of its intellectual property rights relating to the Goods deliveredd, we shall either defend or settle the claim as we choose and at our expense. In the event a final unfavourable judgement is made against us, we shall choose either (i) to obtain a license over the third-party rights referred to above, or (ii) to modify the Goods at issue so as to avoid the infringement, or (iii) if such a solution is not possible for economic and/or technical reasons, to take back the Goods delivered and refund their purchase price, less a reasonable amount in consideration of the ageing and normal wear and tear of the Goods.
  • b) The above undertaking shall apply only inasmuch as you have informed us immediately in writing of any claim for infringement involving the Goods delivered by us and so long as we have complete control as regards to the management of the action and proceedings.
  • c) Our liability is expressly excluded if the alleged infringement is the result of the combination or association of the Goods delivered with any other product or of any modification of all or part of the Product resulting from any procedure carried out thereon by persons other than us. 
  • d) Furthermore, we shall not be liable for any cost or expenditure incurred without its authorization by you, or for any direct or indirect losses that might arise from any loss of use whatsoever of the  goods delivered. The above provisions form the whole of our commitments in regard to you in the event of any dispute arising over third-party intellectual property rights relating to the Goods delivered by us.

18. Entire Agreement

  • Save and except the terms and conditions mentioned in our quotation, invoice, sale and document that was/were given to you, the terms and conditions herein constitute the whole agreement between us and you AND supersede all earlier or other representation, terms and conditions appearing in any catalogue, communication (oral or otherwise) or elsewhere AND shall override any terms and  conditions stipulated, incorporated or referred to by you whether orally or in your purchase order or other documents. Unless otherwise agreed in writing by us, the terms stated in our latest documents and that stated herein shall apply and no variation by you shall be binding. Furthermore, you agree to and accept our terms and conditions here as well as any additions and amendments thereafter. The same shall be binding on you.

19. Conflict of Terms

  • Should there be a conflict between any terms and conditions stated in the quotation and that appearing herein, the terms and conditions stated in the quotation shall take precedence over the terms herein.

20. Indulgence

  • Any indulgence on our part in respect of the compliance of any terms and conditions shall not be deemed or treated to be a waiver of any requirement or compliance of any such term or condition.

21. Notice

  • Any notice required or permitted to be given by either party to the other shall be in writing addressed to the other party at the last known address or principal place of business or such other address as may be notified to the other from time to time

22. Governing Law

  • The contract between the parties shall be governed by the laws of Malaysia. The parties consent that they submit to the exclusive jurisdiction of the Malaysian courts in Kuala Lumpur, Malaysia concerning all disputes arising out of or relating to the use of the Goods, Products and/or services supplied where English shall be the medium of the parties. Notwithstanding this, the parties shall make all efforts to resolve their dispute by friendly negotiations between each other first or private mediation before a single mediator before referring their dispute to court.