Last Updated: 5 December 2023

1. Scope of Application

1.1 These General Terms and Conditions of Sale and Delivery (“GTCs”) shall govern all transactions between Mun Hean Vietnam Co., Ltd (hereinafter referred to as the “Supplier”) and Purchaser.

1.2 These GTCs shall apply to the exclusion of all other terms, even if the Supplier, despite being aware of the purchaser’s terms and conditions, accepts orders without reservation or provides goods or services. The Supplier shall only recognize conflicting, varying or additional terms and conditions of the purchaser by expressly agreeing to their application in writing.

1.3 In these GTCs: “Products” means all goods and services (including the delivery, installation and/or commissioning of goods) sold by the Supplier. “Manufacturer” means the company that performs the primary activity of transforming or assembling materials into the end item in the case of goods, or developing software that is supplied to the Supplier

2. Contractual Declarations

2.1 The Supplier’s offers are non-binding and subject to change unless they provide otherwise.

2.2 Delivery times indicated by the Supplier are estimates only and are subjected to confirmation of the purchase order in writing.

2.3 The range of Products from the Supplier is subject to change without notice. This also applies where the Supplier has provided the Purchaser with catalogues, technical documentation (eg. drawings, plans, calculations), other product descriptions or documents – including in digital form.

2.4 The purchase order placed by the Purchaser shall be deemed a binding offer.

2.5 Once accepted the purchase order and this GTCs shall constitute the contract between Purchaser and Supplier for the Products and shall constitute the entire agreement between Purchaser and Supplier.

2.6 No contract will be formed unless or until the Supplier has confirmed the order in writing. The terms of such confirmation shall be controlling for the terms of the contract. If no order confirmation is given, a contract (to which these GTCs shall apply) will be formed upon delivery of the Products. In such case the Purchaser waives receipt of the declaration of acceptance.

2.7 No addition to, nor any variation or waiver of these General Conditions nor any terms or conditions provided by the Purchaser or printed on the Purchaser’s purchase order, shall have any legal effect unless expressly agreed to in writing on behalf of the Supplier by a duly authorized employee of the Supplier. When the Purchaser places a purchase order or service order or work order for the Products which contains conditions which vary from these GTCs, any subsequent delivery of the ordered Products to the Purchaser shall be construed as a counter-offer to supply based on these General Conditions. Such counter-offer is deemed to be accepted by the Purchaser when Purchaser accepts the Products when delivered.

2.8 The Supplier reserves all copyrights, intellectual property rights and title in price quotes, drawings and other documents and items. Unless the Supplier expressly gives its prior written consent, the purchaser may not exploit, copy, modify or create derivative works of said documents and items, or make them available to third parties as such or disclose their material substance to third parties or otherwise publicly disseminate said documents and items. At the Supplier’s request, the Purchase must return such documents and items to the Supplier in their entirety and destroyed (or delete) any copies (including digital copies), unless they are still required by the purchaser in the ordinary course of business or for compliance with statutory records retention duties.

3. Delivery, Risk, Delay in Acceptance

3.1 The Products shall be delivered based on the delivery terms set out upon the confirmation of the Purchase Order. In the absence of such information, the Products shall be delivered ex-works at the Supplier’s premises.

3.2 Except where otherwise agreed, the risk of accidental loss and deterioration of the Products shall transfer to the Purchaser upon delivery.

3.3 Where the Purchaser is in delay of acceptance of the Products or fails to undertake acts of assistance or where delivery or testing and commissioning is delayed for other reasons for which the Purchaser is responsible, the Supplier shall be entitled to compensation for damages incurred as a result including additional expense (eg. storage costs, manpower costs, testing and commissioning set up cost, etc).

4. Installation and Commissioning on Site

4.1 When the Purchaser requires the installation of the Products, the Purchaser shall at its own expense furnish the Supplier sufficient information to enable the Supplier to proceed with the installation.

4.2 Unless otherwise specified or agreed, delivery of the Products shall be to ground level. If hoisting to other levels above ground is required, the hoisting equipment shall be arranged or provided by the Purchaser or charged accordingly if provided by the Supplier.

4.3 Purchaser undertakes to: (a) comply with all legal and statutory regulations and in particular, shall obtain and maintain all necessary permits in relation to the installation and operation of the Products and for the utilities the Purchaser provides (b) provide at no cost and properly maintain with safe and easy access at all times to the Supplier’s employees and delivery vehicle.

5. Force Majeure

5.1 In cases of force majeure or other events not foreseeable at the time of conclusion of the contract and for which the Supplier is not responsible, such as (1) delays in issuance of export permits, the denial, suspension or revocation of such permits; (2) actions by authorities which restrict the ability to perform the contract; (3) strikes or lock-outs; (4) explosions, unrest, crises, uprisings, civil disobedience, armed conflicts, terrorism or war, whether or not declared (or the imminent risk of one or more of the abovementioned events occurring where it may reasonably be assumed that the occurrence of any such risk could result in personal injury or property damage); (5) quarantines or regional medical crises; (6) fire, earthquakes, floods or storms; (7) shortage of energy, raw materials – the Supplier shall be released from its obligation of timely delivery or performance.

5.2 The same shall apply in the case of delays as a result of the Manufacturer failing to supply it correctly or on time, provided the Supplier is not responsible for the delay and it had placed the order with the Manufacturer in due time such that timely delivery could have been expected.

5.3 If such events occur, the delivery deadlines shall be automatically extended by the duration of the event, plus a reasonable time for resuming work. The supplier also has the right to rescind the contract if such events make it substantially more difficult or impossible for it to render performance and they are not merely temporary in nature.

6. Prices, Payment Terms

6.1 Unless otherwise specified, prices quoted for (a) standard Products remain valid for 30 days; and (b) non-standard Products are estimates and may be increased without notice in the event of increases in Supplier’s costs of: (i) transport, labour and materials; (ii) handling of, and compliance with laws and regulations; (iii) handling, delivery and shipping; (iv) energy or fuel; and/or (v) any other costs of supply or of Supplier’s performance arising between the time of quotation and the time of supply.

6.2 Unless otherwise specified or agreed, all prices are exclusive of Goods and Services Tax (GST), Value Added Tax (VAT), and all other taxes and duties as imposed by the Purchaser’s country.

6.3 Unless otherwise specified or agreed, payment is due immediately upon delivery. The Supplier reserves the right to charge an interest of 1% per month from due date for any outstanding amount until it is fully paid.

6.4 The Supplier may suspend or cancel an order or delivery of the Products to the Purchaser if payment is not made according to the agreed terms or if the Supplier is of the opinion that the credit standing of the Purchaser is at risk.

6.5 The offer of any credit by the Supplier to the Purchaser shall be at the absolute discretion of the Supplier and may be withdrawn at any time as the Supplier deems fit.

7. Retention of title

7.1 When applicable, Products being sold shall remain the property of the Supplier until the whole of the price has been paid.

7.2 In the case of Products which, after delivery, cannot be distinguished from or become intermingled with other goods of the same nature, the Supplier shall have the right to nominate at its discretion which part of such Products are its property.

8. Warranty

8.1 Unless otherwise specified or agreed, all Products are covered by a 1-year warranty from date of delivery, against manufacturing defect in accordance with the warranty terms and conditions from the Manufacturer.

8.2 No warranty is given as to the fitness of Goods for any particular purpose and any implied warranty or condition (whether statutory or otherwise) in that connection is excluded except to the extent that such exclusion is prevented by law. The Purchaser must satisfy itself that the Products are suitable for the purpose for which it intends to use them.

8.3 Descriptions, technical specifications, drawings, illustrations or particulars of weight or dimensions given in catalogues or other literature issued by the Supplier are given in good faith but shall not form part of the Contract unless specifically incorporated.

9. Limitation of Liability

9.1 Nothing in these conditions excludes or limits the liability of Supplier caused by Supplier’s negligence or fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by law.

9.2 Subject to 9.3 Supplier shall be liable for physical damage to property to the extent that it results from breach of Contract or Supplier’s negligence in connection with the performance of the Contract, subject to an overall limit of the amount of 20% of the total Contract value for all incidents during the Contract period.

9.3 Supplier shall not be liable to Purchaser for pure economic loss, loss of profit, loss of business, depletion of goodwill, loss of anticipated savings, injury to reputation, loss of revenue, interruption of production, any damages claimed to Purchaser by third parties, or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

9.4 Purchaser will indemnify and keep indemnified Supplier from and against any costs, claims, demands, liabilities, damages or losses and all interest, penalties and legal and other professional costs and expenses arising out of or in connection with Purchaser’s use of Products or Purchaser supplying Products to any party who is not a party to these GTCs and the Products’ subsequent use. This indemnity shall cover (but is not limited to) Supplier’s liability to third parties arising out of the use or sale of the Products, except to the extent caused by Supplier’s negligence.

10. Cancellation

10.1 Any request for cancellation of order must be submitted in writing by the Purchaser to the Supplier and the acceptance of such cancellation is at the discretion of the Supplier.

10.2 A cancellation fee may be imposed by the Supplier on the Purchaser depending on the availability of the Products or the stage of production of the Products. If the Products are non-standard or indented items or made-to-order, a full charge may be required.

11. Privacy

11.1 The Purchaser consents (and shall procure that each of its directors, officers, employees, agents, partners or proprietors consent): (a) to the collection, use and disclosure of the personal information and credit information for the purpose of the Supplier in supplying the Products and managing the Purchaser’s account, assessing the credit worthiness of the Purchaser, and otherwise implementing these GTCs, and warrant that all data provided by the Purchaser is accurate; and (b) to any personal information collected by the Supplier being disclosed to third parties operating in other countries where the Supplier has a presence or engaged third parties.

12. Miscellaneous

12.1 Purchaser may neither assign nor transfer nor deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Supplier.

12.2 Save as expressly provided, no term or provision of these GTCs shall be enforceable by a third party (being any person other than the parties and their permitted successors and assignees).

12.3 No waiver by either party of any breach of any of these GTCs by the other party shall be deemed to constitute a waiver of any other breach nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy hereunder operate as a waiver thereof. A waiver given by a party hereunder shall be binding upon such party only if in writing and signed by such party. In the event that any term or provision of the Contract is declared null and void or unenforceable by any court of competent jurisdiction, the remainder of the provisions of these GTCs shall remain in full force and effect to the fullest extent permitted by applicable law.

13. Governing Law and Dispute Resolution

13.1 The Contract and any claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Vietnam.

13.2 Purchaser and Suppler agree that the courts of Vietnam shall have the exclusive jurisdiction to settle any disputes, which may arise in connection with the Contract.

13.3 Supplier shall have the option to bring suit before the Courts of the domicile of Purchaser when the claim is for or related to payments due from Purchaser.