1.1 In these Conditions:
“Buyer” describes an individual who accepts BabyPian’s quotation for the supply of Goods or who otherwise initiates into a contract with BabyPian for the supply of Goods.
“Conditions” refers to the basic terms and conditions set forth in this agreement, as well as any particular terms and conditions negotiated in writing between the Buyer and BabyPian (unless the situation necessitates otherwise).
“Contract” means the contract for the purchase and sale of Goods, howsoever formed or concluded;
“Goods” means the goods (including any instalment of the goods or any parts for them) which BabyPian is to supply by a Contract;
“Writing” includes electronic mail facsimile transmission and any comparable means of communication.
“BabyPian” means BabyPian Legacy SDN BHD, a company incorporated in Malaysia under registration number 1346405-W and having its registered address at No.56-1 (Ground Floor) Jalan Majestic 9/1B, Eco Majestic 43500 Semenyih, Selangor Malaysia.
1.2 Any reference to a law provision in these Conditions shall be regarded as a reference to that provision as amended, re-enacted, or extended at the time.
1.3 The headings in these Conditions are for convenience only and shall not affect any parties’ interpretation.
Orders and Specifications
2.1 Only after BabyPian receives a confirmation of the Goods’ dispatch to the Buyer will the Buyer’s order be approved and the contract between the Buyer and BabyPian be completed. For the avoidance of doubt, BabyPian reserves the right to refuse or cancel any order without explaining the reason to the Buyer before delivering the shipping confirmation. Before issuing a confirmation of shipping, BabyPian retains the right to require the Buyer should provide contact and other verification information, including but not limited to address and contact details.
2.2 The Buyer must not change or cancel a concluded Contract except BabyPian approves in writing and the Buyer accepts to indemnify BabyPian in full for all loss (including loss of profit), costs (including the cost of all labour and materials used), damages charges, and expenses incurred by BabyPian as a result of the modification or cancellation, as the case may be.
When the Buyer presents a purchase offer to BabyPian, the price of the Goods or Services shall be the price listed on the BabyPian website. The price does not include cost of delivery, which can be paid to BabyPian in addition to the price.
Terms of Payment
4.1 The Buyer will be able to pay for the Goods using any of the payment methods listed on the BabyPian website. The Contract will be governed by the terms and circumstances that apply to each type of fee as listed on the BabyPian website.
5.1 Delivery of the Goods shall be made to the address specified by the Buyer in its order.
5.2 BabyPian reserves the right, at any time, to subcontract all or any of its obligations for the sale/delivery of the Goods to any other party it chooses without advance notification to the Buyer.
5.3 Any delivery dates given for the Goods are simply estimates. The time for delivery/performance is not necessary, and BabyPian is not accountable for any delays in delivery or performance, regardless of circumstances.
5.4 If BabyPian attempts to deliver the Goods by the Contract’s deadline or within a reasonable time, the Buyer might well demand performance within a specified time after serving written notice on BabyPian, which must be at least
7-14 days. If BabyPian fails to do so within the specified time, the Buyer may terminate the Contract in respect of the undelivered Goods and demand redress for actual loss and expense occurring as a result of BabyPian non-performance which was foreseeable at the time of the Contract’s conclusion and was impacted by the normal course of events.
5.5 If the Buyer fails to take delivery of the Goods (otherwise than because of any cause beyond the Buyer’s reasonable control or because of BabyPian fault) then without prejudice to any other right or remedy available to BabyPian,
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
5.5.2 Terminate the Contract and claim damages.
6.1 BabyPian should not be liable to the Buyer or be deemed to be in breach of the Contract because of any delay in performing or any failure to perform any of BabyPian obligations if the delay or failure was due to any cause beyond BabyPian reasonable control. Without prejudice to the generality of the preceding, the following shall be regarded as causes beyond BabyPian reasonable control:
6.1.1 Act of God, explosion, flood, storm, 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 BabyPian or 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 BabyPian 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 BabyPian shall not be liable for any loss or damage suffered by the Buyer as a result thereof.
Any notice necessary or permitted by these Conditions to be delivered by one party to the other shall be in writing and directed, if to BabyPian, to its registered office or principal place of business, and if to the Buyer, to the address specified in the relevant offer to purchase.
8.1 BabyPian shall accept liability to the Buyer for death or injury resulting from its own or its employees’ negligence.
8.2 BabyPian 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.
8.3 In no event shall BabyPian be liable for any loss of profit or goodwill, loss of production or revenue, or any other type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of a third-party action), even if such loss was reasonably foreseeable or BabyPian had been advised of the possibility of such loss.
8.4 BabyPian may not initiate an action until one month after it became aware of the circumstances giving rise to a claim, or one month after it should reasonably have been aware, but no later than two months after the Warranty Period has lapsed.
9.1 On or at any time after the occurrence of any of the events in condition
9.2 By written notice to the Buyer, BabyPian may prohibit any Goods in transit, restrict further deliveries to the Buyer, exercise its rights, or break the Contract with the Buyer with immediate effect.
9.3 The events are: –
9.3.1 the Buyer being in breach of an obligation under the Contract;
9.3.2 a court of competent jurisdiction issues an order for the Buyer’s winding up or dissolution, or the Buyer submits a resolution for its winding up;
9.3.3 the execution of a buyer’s administration order, or the appointing of a receiver or encumbrancer to gain possession of or sell any of the Buyer’s assets;
9.3.4. The Buyer is seeking an agreement or composition with its creditors in general, or seeking assistance from its creditors from a court of competent jurisdiction.
10.1 Unless the context otherwise requires, any term or expression defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions. Still, if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
10.2 No waiver by BabyPian of any breach of the Contract by the Buyer shall be considered 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 BabyPian reserves their right to these terms and conditions of sale at any time.