TERMS & CONDITIONS

Terms of Use

1. Interpretation

1.1 In these Conditions:

“Buyer” means the person who accepts a quotation of MOTHER & CHILD for the supply of Goods or who otherwise enters into a contract for the supply of Goods with MOTHER & CHILD;

“Conditions” mean the general terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Buyer and MOTHER & CHILD;

“Contract” means the contract for the purchase and sale of Goods, howsoever formed or concluded;

“Goods” means the goods (including any installment of the goods or any parts for them) which MOTHER & CHILD is to supply in accordance with a Contract;

“Writing” includes electronic mail facsimile transmission and any comparable means of communication.

“MOTHER & CHILD” means Mother & Child Collections, a company incorporated in Malaysia under registration number 001199610-U and having its registered address at Lot. 1-149-4, Tingkat 1 Kompleks PKNS Shah Alam, Persiaran Tasek  Seksyen 14, 40000 Shah Alam, Selangor, Malaysia.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect the interpretation of any parties.

2. Orders and Specifications

2.1 Order acceptance and completion of the contract between the Buyer and MOTHER & CHILD will only be completed upon MOTHER & CHILD issuing a confirmation of dispatch of the Goods to the Buyer. For the avoidance of doubt, MOTHER & CHILD shall be entitled to refuse or cancel any order without giving any reasons for the same to the Buyer prior to issue of the confirmation of dispatch. MOTHER & CHILD shall furthermore be entitled to require the Buyer to furnish MOTHER & CHILD with contact and other verification information, including but not limited to address, contact numbers prior to issuing a confirmation of dispatch.

2.2 No concluded Contract may be modified or cancelled by the Buyer except with the agreement in writing of MOTHER & CHILD and on terms that the Buyer shall indemnify MOTHER & CHILD in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by MOTHER & CHILD as a result of the modification or cancellation, as the case may be.

3. Price

The price of the Goods and/or Services shall be the price stated in MOTHER & CHILD ’s website at the time which the Buyer makes its offer purchase to MOTHER & CHILD. The price excludes the cost of delivery charges and shall be liable to pay to MOTHER & CHILD in addition to the price.

4. Terms of Payment

The Buyer shall be entitled to make payment for the Goods pursuant to the various payment methods set out in MOTHER & CHILD’s website. The terms and conditions applicable to each type of payment, as contained in MOTHER & CHILD ‘s website, shall be applicable to the Contract.

5. Delivery/Performance

5.1 Delivery of the Goods shall be made to the address specified by the Buyer in its order.

5.2 MOTHER & CHILD has the right at any time to sub-contract all or any of its obligations for the sale/delivery of the Goods to any other party as it may from time to time decide without giving notice of the same to the Buyer.

5.3 Any dates quoted for delivery of the Goods are approximate only. The time for delivery/performance shall not be of the essence, and  MOTHER & CHILD shall not be liable for any delay in delivery or performance howsoever caused.

5.4 If MOTHER & CHILD has failed to deliver the Goods in accordance with the Contract or within a reasonable time, the Buyer shall be entitled, by serving written notice on MOTHER & CHILD, to demand performance within a specified time thereafter, which shall be at least 14 days. If MOTHER & CHILD fails to do so within the specified time, the Buyer shall be entitled to terminate the Contract in respect of the undelivered Goods and claim compensation for actual loss and expense sustained as a result of MOTHER & CHILD’s non-performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events.

5.5 If the Buyer fails to take delivery of the Goods (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of MOTHER & CHILD’s fault) then without prejudice to any other right or remedy available to MOTHER & CHILD, MOTHER & CHILD may:

5.5.1 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract provided the price has been paid in cleared funds in full or charge the Buyer for any shortfall below the price under the Contract; or terminate the Contract and claim damages.

6. Force Majeure

6.1 MOTHER & CHILD shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of MOTHER & CHILD’s obligations if the delay or failure was due to any cause beyond MOTHER & CHILD’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond MOTHER & CHILD’s reasonable control:

6.1.1 Act of God, explosion, flood, tempest, fire or accident;

6.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

6.1.3 acts of restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

6.1.4 import or export regulations or embargoes;

6.1.5 interruption of traffic, strikes, lock-outs, other industrial actions or trade disputes (whether involving employees of MOTHER & CHILD or of a third party);

6.1.6 interruption of production or operation, difficulties in obtaining raw materials labour fuel parts or machinery;

6.1.7 power failure or breakdown in machinery.

6.2 Upon the happening of any one of the events set out in Condition 6.1 MOTHER & CHILD may at its option: –

6.2.1 fully or partially suspend delivery/performance while such event or circumstances continues;

6.2.2 terminate any Contract so affected with immediate effect by written notice to the Buyer and MOTHER & CHILD shall not be liable for any loss or damage suffered by the Buyer as a result thereof.

7. Notices

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed, if to MOTHER & CHILD, to its registered office or principal place of business and if to the Buyer, to the address stipulated in the relevant offer to purchase.

8. Liability

8.1 MOTHER & CHILD shall be under no liability whatsoever where this arises from a reason beyond its reasonable control as provided in Condition 6 or from an act or default of the Buyer.

8.2 In no event shall MOTHER & CHILD be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or MOTHER & CHILD had been advised of the possibility of the Buyer incurring the same.

8.3 No action shall be brought by MOTHER & CHILD later than 2 months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware, and in any event, no later than 2 months after the end of the Warranty Period.

9. Termination

9.1 On or at any time after the occurrence of any of the events in condition

9.2 MOTHER & CHILD may stop any Goods in transit, suspend further deliveries to the Buyer and exercise its rights and/or terminate the Contract with the Buyer with immediate effect by written notice to the Buyer.

9.3 The events are: –

9.3.1 the Buyer being in breach of an obligation under the Contract;

9.3.2 the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution;

9.3.3 the making of an administration order in relation to the Buyer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Buyer’s assets;

9.3.4. the Buyer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.

10. General

10.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

10.2 No waiver by MOTHER & CHILD of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.4 No person who is not a party to this Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right under the Contracts (Rights of Third Parties) Act to enforce any terms of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which the agreement must refer to Condition 3.2.

10.5 The Contract shall be governed by the laws of Malaysia and the Buyer agrees to submit to the non-exclusive jurisdiction of the Courts in Malaysia, as provided for in Clause 14.7.

10.6 MOTHER & CHILD reserves their right to these terms and conditions of sale at any time.