The following clauses will apply to all sales made by NS BlueScope Malaysia Sdn Bhd. The words “the Company”, in this document refers to NS BlueScope Malaysia Sdn Bhd and “the Customer” refers to the nominated parties in the Sales Contract.
- Property in the goods shall only pass to the Customer upon the receipt by the Company of the full purchase price. In the case of payment by cheque, payment shall not be deemed to be received by the Company until the same has been cleared by bank on which it is drawn. No contra or set off of whatever nature shall be accepted by the Company as a form of payment for the purposes herein. Furthermore, the Customer hereby irrevocably authorise the Company to repossess the goods without any previous notice and to enter any premises for the purpose of such repossession in the event that the Customer fails to make any payment when it is due or commences to be wound up or is placed official management or suffers a receiver of manager to be appointed or becomes insolvent or commits an act of bankruptcy or in the event that, in the sole opinion of the Company, the payment of any amount in respect of goods supplied by the Company is in jeopardy.
- The Customer is responsible for and shall pay all taxes, charges, levies and duties of any nature payable in connection with the supply of the goods under this contract.
- The Customer shall be responsible at all times for maintaining the Company’s goods in a secure location and in good condition. Pending full payment for the goods, the goods shall be physically segregated and clearly marked indicating that the Company as its rightful owner. Property lost as a result of theft or deterioration or for any other reason must be paid for by the Customer.
- Payment for goods purchased from the Company will be in accordance to the agreed payment terms between the Company and Customer. If the customer fails to pay the amount to the Company when it is due, then the Company will have the following rights in addition to any other rights it may have:
(a) To suspend deliveries to the customer whether under this contract or otherwise until all amounts due, including any interest payable thereon, have been received.
(b) To terminate the contract in relation to goods that have not been delivered.
All costs relating to any legal action taken by the Company to recover moneys due from the Customer will be payable by the Customer. If the Customer makes default in any payment, commits any act of Bankruptcy or enters into voluntary liquidation, the Company may at its option, withhold further deliveries or cancel the contract without prejudice to its rights thereunder.
- No claim by the Customer for faulty workmanship or failure to supply goods conforming to the Customer’s orders shall be recognised by the Company unless made in writing to the Company within thirty (30) days after delivery of goods stating the Company’s order number and date of delivery. No claim for damage or resultant expense, direct or indirect, in respect of any goods shall in any case exceed a claim for the replacement of the goods or the invoice price of the goods in respect of which any damage or expense shall arise. All damage or expense over and above such invoice price shall be the responsibility of the Customer.
- If at any time before complete or partial delivery of the goods by reason of war, strike, industrial dispute, governmental interference, transport delays, accidents, fire, Acts of God, breakdown of plant, shortage of supplies or any cause whatsoever beyond its control the Company is prevented from making delivery at the time stipulated the Company shall be entitled, at its option, either to extend the time for delivery for a reasonable period or to determine the contract, and the Customer shall not, in consequence, have any claim or damages, and the Company shall be entitled to recover all sums owing to it in respect of deliveries made prior to the date of such determination.
- In no event shall the Company be responsible for any loss of profit, penalties, expenditure, damages or losses incurred by the customer arising out of any use of or dealing with the goods whether arising from any defect in the goods, unsuitability for the Customer’s purpose, negligence by the Company or its employees or agents or in any other way.
- The Company’s maximum liability under this contract shall be strictly limited to the replacement or repair of the goods.
- The Company shall not be bound to accept any change in product dimension, materials or finish, a reduction in the quantity ordered or other particulars of an order for goods after the Company has ordered special materials or commenced tooling for manufacture.
- These terms and conditions are to take precedence over any terms and conditions of the Customer and the terms of any head contract entered into by the Customer.
- All specified weights, measurements, capabilities and other particulars of goods offered are stated in good faith, but inaccuracies shall not vitiate any contract or be made the basis of any claim against the Company.
- These terms and conditions apply unless varied in writing by the Company.
- The failure of the Company at any time to enforce any of the Provisions of this Agreement shall not in any way affect the Company’s full right to require such performance at any time thereafter, nor shall the waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself, and this Agreement shall, in all respects, remain valid and the right of the Company thereafter to enforce each and every provision strictly shall remain unaffected.
- Anti-Bribery and Corruption
- The parties must not offer or provide any benefit (including any payment, gift, hospitality or gratuity, whether monetary or in-kind) to any person with the intention of improperly influencing such person in the exercise of their duties (including to make a decision or to take or refrain from taking other action).
- The Customer represents, warrants and undertakes that:
- neither the Customer nor any of its directors, officers, employees, suppliers, agents and representatives (Personnel) has offered, authorised, promised, given, solicited or accepted, and none of the foregoing will offer, authorise, promise, give, solicit or accept, to or from any person, including any government department, agency or instrumentality or any representative thereof, whether directly or indirectly, any payment, gift, service, thing of value or other advantage where such an action would violate any applicable anti-corruption or anti-bribery law, including but not limited to the Malaysia Anti-Corruption Commission Act 2009, the Australian Criminal Code Act 1995 (Cth), the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act (Anti-Bribery and Corruption Laws);
- The Customer and its Personnel will comply and have in the past been in full compliance with Anti-Bribery and Corruption Laws; and
- The Customer has been provided with the BlueScope Guide to Business Conduct, has read and understands the requirements stated therein, and will comply with the same; and
- The Customer agrees that upon written notice, the Company may audit the Customer books and records of concerning the Customer performance of this contract, and the Customer agrees to cooperate with such audit and make records and personnel available to the Company or the Company’s representatives engaged in connection with any audit for the purpose of ensuring the Customer compliance with clause 30.
15 Trade Sanctions
- The Customer represents and warrants that at all relevant times:
- the Customer shall comply with all financial, economic and trade sanctions (whether primary or secondary), and export controls laws and regulations (or any similar restrictions) imposed by the United Nations or the governments of Australia, the United Kingdom, European Union, the United States of America and any other country with jurisdiction over any transaction or activity contemplated by this contract (Sanctions Laws);
- neither the Customer, any of its subsidiaries, any of its or its subsidiaries respective personnel, nor any of its shareholders (or group of related shareholders) holding more than 50% of the share capital in it or its subsidiaries, is an individual or entity that is, or is owned or controlled by, or acting on behalf of, persons or entities that are designated under Sanctions Laws, or are resident in, nationals of, or organised and located in, any countries or territories that are subject to comprehensive sanctions (that effectively block all trade with sanctioned countries, at the date of this Agreement namely Iran, Syria, North Korea, Cuba, or Crimea and Sevastopol) administered or enforced by the United Nations or by the governments of Australia, the United Kingdom, European Union, or the United States of America;
- the Customer shall not involve any persons or entities designated under Sanctions Laws in any activities relating in any way to this contract; and
- the Customer shall not, without the Company’s prior written consent, supply to the Company any Goods (including any components or materials incorporated into the Goods) sourced from any country or territory upon which comprehensive sanctions have been imposed, or from any individual or entity sanctioned in accordance with clause 15(a)(ii).
- In the event that the Customer or any of its shareholders or subsidiaries (or any of it or its shareholders and subsidiaries directors, officers, employees, agents or subsidiaries), becomes designated under Sanctions Laws (or is owned or controlled by, or is acting on behalf of, a person or entity that becomes designated under Sanctions Laws), or the Company consider at its sole discretion that such designation is imminent under Sanctions Laws, then the Company may terminate the Agreement with immediate effect by providing written notice of termination to the Customer.
- Modern Slavery
The Customer represents, warrants and undertakes:
- that the Customer is committed to sustainable business practices and neither the customer nor its Personnel engages in Modern Slavery;
- to comply with all statutory requirements relating to Modern Slavery including, without limitation, such requirements relating to the Customer business and operations and its affiliates and, to the extent applicable, their respective supply chains;
- to develop and maintain policies and procedures to avoid engaging in Modern Slavery; and
- to notify the Company promptly upon becoming aware of any incident, complaint or allegation that the Customer, or any entity in its supply chain, has engaged in Modern Slavery.
Upon becoming aware of any actual, reasonably suspected or anticipated breach of clauses 14, 15 and/or 16 the Customer must immediately provide written notice of the breach giving full details of such breach to the Company.
- Right of Termination
- If the Customer is in breach of any part of clauses 14, 15 and/or 16, or the Company reasonably suspects such a breach in its sole discretion, without prejudice to any other remedy which the Company may have, the Company may immediately terminate the contract for breach by providing written notice of termination to the Customer. Notwithstanding any other provision of this contract, as a consequence of termination under clauses 14, 15 and/or 16, the Company shall not be liable to deliver any further goods (including goods in transit) or perform any Services and shall not be liable for any loss or damage or other costs or expenses of any kind whatsoever that the Company may suffer as a result of such termination.
- Any right of termination under this clause 18 is in addition to any other right of termination the Company may have under the contract or at law.
- The contract is governed by the laws of Malaysia.