DESIGN and INTELLECTUAL PROPERTY RIGHTS DECLARATION
All design rights and intellectual property rights existing in the designs and products of CV Avisindo and in the images and texts and design of the CV Avisindo website are and will remain the property of CV Avisindo and any infringement of these rights will be taken seriously.
TERMS and CONDITIONS
These Conditions of Sale (the Conditions) supplied by CV Avisindo, alternatively described as Avisindo C.V. (the Company or We) to a purchaser (the Buyer or You) shall be incorporated into each contract (the Contract) made by the Company for the sale of the Company goods (the Goods) such Contract to be deemed formed upon issue by the Company of the Confirmation of Order and Pro-Forma Invoice following receipt by the Company of the official Confirmed Order (the Order) from the Buyer. The Company Contract as aforesaid shall be upon the Terms and Conditions as stated within these Terms and Conditions and any variations as agreed between the Company and the Buyer in writing and these shall apply to these Terms of the Conditions and apply to the Contract. No variation of any of the Conditions shall be effective unless in writing and signed by a duly authorised representative of the Company.
a. All orders are accepted subject to, and incorporate, these Terms and Conditions to the exclusion of any other Term or Condition.
b. Unless otherwise specifically incorporated, our price lists, catalogues, brochures, website or other advertising material shall not form part of any Contract between us.
2. THE GOODS
a. Anything expressed by or on behalf of either party capable but for this clause of constituting a condition or warranty whether collateral to any contract between us or implied by statue, common law or otherwise is hereby expressly withdrawn or cancelled.
b. We warrant that the goods shall at the time of tender for delivery correspond to any agreed specification but in the absence of any agreed specification we warrant that the goods shall at the time of tender for delivery be of normal commercial quality. In the event of any breach of the above warranty we will at our option:
1. Replace any good shown to be in breach of the warranty, or
2. Repair or otherwise bring the goods into conformity, with the agreed specification or (as the case may be) normal commercial quality, or
3. Take back any goods shown to be in breach of the warranty and refund the appropriate part of the price and performance of any one of the above options shall constitute an entire discharge of our liability under this warranty.
The above warranty and undertaking is conditional upon:-
4. You inspecting the goods within 24 hours of receipt of the same.
5. You giving notice within 5 days of all defects which have been or ought with reasonable diligence to have been ascertained on such inspection and in the case of defects which were not reasonably ascertainable on such inspection within 3 days of the same becoming apparent.
6. You affording us a reasonable opportunity to inspect the goods.
7. You making no further use of the goods after the time of discovery of the defect and the goods not having been damaged by you (no account being taken for this purpose of fair wear and tear at the time of discovery of the defect). In the event of any breach of the above warranty in relation to part only of the goods to be supplied by us under any order or part only of the goods to be supplied by us under any order or contract such breach shall not entitle you to cancel or refuse delivery of the remainder of the goods to so be supplied.
c. No liability will be accepted for any defect in the goods unless the same have been handled, stored and used in accordance with our instructions either contained in any agreed specification or technical information sheet or on the container of the goods.
3. MEASUREMENTS, COLOURS AND SHADES
a. As all our products are hand made all overall measurements quoted are +/- 20mm
b. We will endeavour to maintain the colours and shades of any goods but are unable to guarantee that there will not be slight differences between colours and shades of one delivery or part of a delivery and another delivery or part of such other delivery.
c. When requested we will endeavour to match colours and shades to a sample. We are however unable to guarantee there will not be slight differences between colours and shades of the sample and the finished goods.
a. Any time or date for delivery specified by us is an estimate only. We will notify you when the goods have been shipped FOB or when they are ready for collection Ex-Works whereby you shall be obliged to take delivery within seven days of receipt of such notice or when payment funds have cleared.
b. Originals of the Bill of Lading documentation of the Company for goods shipped FOB or a signed Company Packing List countersigned by your carrier shall be conclusive evidence of the quantity of goods delivered unless within 24 hours of receipt of the goods you give notice to us that the quantity stated in the delivery note is incorrect.
c. We may at our discretion make instalment deliveries.
d. As all deliveries are made by a commercial carrier you are advised to ensure that all necessary documentation is signed when the goods have been accepted with regard to their condition on receipt. If all necessary documentation is not signed according to the state of goods received i.e. satisfactory/damaged, a claim cannot be made against the commercial carrier. Therefore it is essential, if time does not allow it, to state on the delivery note of the commercial carrier that the goods have not been checked.
Any price quoted by us contained in the acceptance is provisional only and we reserve the right to vary such price according to any increase in cost of labour, manufacture, packing, transport or materials taking effect prior to delivery of the order, or that part of the order remaining undelivered at the time of such increase. You will reimburse us for any increase in any tax, governmental charge or customs duty or for any new tax, government charge or customs duty hereafter becoming effective which we may be required to pay to any government or customs office upon sale, production or transportation of the goods and which has the effect of increasing the costs of the order.
6. CANCELLATION, SUSPENSION AND TERMINATION
If the buyer shall purport to cancel the whole or any part of the contract the Company may by notice in writing to the buyer elect to treat the contract as repudiated and the buyer shall there upon be liable to pay the Company by way of liquidated damages a sum equal to all the expense incurred by the Company in connection with the contract including an appropriate amount in respect of administration overhead, costs and losses of profit, the Company's reasonable estimate of the expenses incurred shall be final and binding on the parties.
a. Payment must be in accordance with the Agreed Terms between the Company and the Buyer either by way of an agreed Letter of Credit or by Bank Transfer in accordance with the terms set out below. All sales are subject to agreement of Letter of Credit and/or receipt of cleared funds prior to commencement of work.
b. For payment not made by Letter of Credit a down payment of 50% of the Pro Forma Invoice total or such percentage amount as agreed between the Company and the Buyer will be required to be made within seven days from the issuing of a Confirmation of Order and Pro-Forma Invoice by the Company. Production will commence upon clearance of payment and the estimated time to loading for shipping is thirty six working days subject to any amendment. Payment of the remainder sum as set out in the Commercial Invoice will be required within five days of the faxing by the Company to the Buyer of the Commercial Invoice and a certified copy of the Bill of Lading.
c. If funds are not made available within this time scale the delivery will be suspended.
d. Payment is due in the currency set out in the Pro Forma Invoice by bank transfer and any issued Invoice will not be deemed as paid until clearance of funds has been notified to the Company.
e. Upon notification of clearance of funds originals of the Bill of Lading, Certificate of Origin, Certificate of Fumigation, Packing List and Commercial Invoice will be couriered to the Buyer
f. If at any time the Company has bona fide doubts about the solvency of the Buyer the Company may refuse delivery of any goods remaining to be delivered until arrangements as to payment or credit have been established to the reasonable satisfaction of the Company.
8. PASSING RISK AND TITLE
a. The risk in the goods shall pass to the Buyer upon the issuing of the copy of the Bill of Lading or by the signing of the official Company Packing list by the carrier for goods Ex-Works.
b. Until payment in full of the price of the goods and of all other sums payable to the Company from the Buyer:-
1. Title and the property in the goods shall remain in the Company.
2. The Buyer shall store and keep the goods and any new product into which the goods are converted in such a manner that they can be identified as being the property of the Company.
3. Pending the passing of the title and property any resale of the goods and any new product into which the Buyer converts the goods shall be for the account of the Company and the proceeds thereof shall be the property of the Company.
4. The Buyer hereby grants to the Company an irrevocable license to enter upon any of the premises of the Buyer for the purpose of repossessing the goods.
5. The Buyer may not withhold the payment of any invoice or any amount due to the Company by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatsoever.
9. DEFAULT IN PAYMENT
Should payment terms not be adhered to the Company reserves the right to institute recovery and all such costs incurred in instituting recovery action shall become the responsibility of the Buyer. The Buyer will be responsible for all reasonable cost incurred in the recovery of any Outstanding Balance (including the employment of a debt collection agency and all potential legal costs). A Debt collection surcharge will be levied against the amount of the Outstanding Balance as pertaining seven days after the presentation of the Final Commercial Invoice and the surcharge plus the Outstanding Balance shall then constitute the Outstanding Debt which will be calculated in accordance with the under mentioned rates with any further additional costs being dependent on the Buyers country of origin and the debt collecting agencies employed. The following are the surcharge rates to be levied against an Outstanding Balance: for an Outstanding Balance of up to $3500 US an additional surcharge will be levied of 53%; between $3500 & $7500 a surcharge will be levied of 45%; between $7500 & $22500 a surcharge will be levied of 43%, any balance above $22500 will be surcharged at 41%. The surcharge calculation excludes any payments that may have been made subsequently against the original Outstanding Balance but any such payments made will be offset against the Outstanding Debt.
Any maintenance undertaken by the customer should comply with CV. Avisindo furniture care procedures which are available subject to written enquiry. Any maintenance not endorsed by CV. Avisindo will invalidate any warranty or guarantee.
11. DRAWINGS, DESIGN AND DEVELOPMENT
All drawings, descriptions, illustrations, weights and dimensions given in the Company's catalogue, price list, website or other advertising matter are approximate and intended for a general guidance purpose only. As the policy of CV. Avisindo is one of continual development we reserve the right to amend design specifications and dimensions without prior notice.
12. GOVERNING LAW
This Contract shall be treated as though it were executed and performed in Jakarta, Indonesia and shall be governed by and construed in accordance with the laws of the Republic of Indonesia (without regard to conflict of law principles). Any cause of action of the Buyer with respect to the Contract must be instituted within three months after any purchase or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 2 and 10. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party.
In relation to any legal action or proceedings (“Proceedings”) arising out of or in connection with the Contract, the Buyer hereby agrees that such Proceedings may be brought in the Courts of the Republic of Indonesia and the Buyer hereby irrevocably submits to the jurisdiction of such Courts and waives any objection to Proceedings in any such Courts on the grounds that the Proceedings have been brought in an inconvenient forum. Should any part of this Contract be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Company is in conflict or inconsistent with this Contract, this Contract shall take precedence. Failure of the Company to enforce any provision of this Contract shall not be deemed a waiver of such provision nor of the right to enforce such provision.
Come and visit us on Stand 23 in Hall A at IFEX 2018, Jakarta from 9 - 12 March where we will be displaying new and favourite items in Natural Rattan, Teak and Synthetic Rattan from "The Designer Collection by Avisindo" as well as models from "The Conservatory Collection by Avisindo" of self assembly furniture