2. Sektor Web Ordering Portal - Orders and Web Access
Your access: Our website, www.sektor.co.nz and Our URL’s that link to Our web site provide You with access to product details, specific pricing to Your account, RMA tracking, service job tracking, the ability to view invoices and statements, along with other information helpful to You as a reseller of the Goods, via a secured logon. As this information is confidential and specific to You, a User ID and initial Password is required. To access Your account portal for the first time, click on “Sign In” at the top of Our home page and follow instructions to register.
The Sektor Web ordering portal: These Terms apply to all orders placed by You on the Sektor web ordering portal. We may restrict access to the web ordering portal at any time without prior notice to You.
Changes: Unless otherwise agreed in writing, We may vary the prices stated for the Goods, including to take account of any increase in shipping costs, product costs or cost of materials, services or exchange rate fluctuations, such price variations will apply to any PO sent to Us after the date of such price variation. If We vary the price prior to acceptance of a PO We will notify you of such varied price and You may withdraw the PO (and if You do not, the price for any accepted PO will be the price as varied).
Pricing in a PO: We reserve the right to accept or reject any PO (written or verbal), at Our discretion. However, if a PO is accepted, We will not vary the prices without Your prior written consent.
GST exclusive: All prices listed are GST exclusive unless otherwise stated.
Timing: Payment for Goods must be made prior to delivery, except as set out below.
Payment method and fees: Payment may be made by direct debit, Visa or MasterCard. Payments accepted by credit card will incur a transaction fee.
Credit terms: We may offer credit terms if a satisfactory trading history has been established with Us (determined by Us in our sole discretion). If credit terms are extended to You, We may reduce or withdraw any credit extended to You and require You to immediately pay all monies owed to Us if You:
(i) breach any of these Terms; or
(ii) in Our reasonable opinion, You are suffering from an insolvency event, or are likely to be unable to pay Your debts as they fall due, or You have had a receiver or liquidator appointed, or may or are undergoing any similar event.
Without prejudice to any other rights of Ours, unless payment is made to Us on or before the due date, Your account will be automatically suspended until payment is made in full and received in cleared funds to Us (unless payment is otherwise arranged and confirmed in writing by Us).
Solvency: You warrant that as far as You are aware, You and Your shareholders, controllers, owners and affiliates (as applicable) are solvent and able to pay debts as they fall due.
Interest and costs for late payment: You agree to pay interest to Us on all overdue charges at the rate of 1.5% per month, payable monthly. Interest will accrue from the due date until actual payment occurs. You must also pay to Us all debt collection agency costs and legal fees incurred by Us in recovering over-due payment. Interest will also accrue on these costs and expenses at the rate of 1.5% per month calculated monthly from the date on which they are paid by the Company until payment of the same by You to Us.
MYR: All payments must be made in Malaysian Ringgit unless otherwise agreed in writing.
No deduction or withholding: Except as otherwise described in these Terms, You must pay all amounts under these Terms in full without any deduction or withholding, except as required by law. You must not assert any credit, set-off or counterclaim against Us, in whole or in part.
Payment dispute: If You dispute any invoice (in whole or in part), You must provide full details, including supporting information, of the dispute to Us. Disputes regarding invoices are deemed to be waived 20 business days following the invoice date. If any portion of an invoice is not disputed, that undisputed amount must be paid by no later than the payment due date.
Delivery location arrangements: Delivery will be made to the location specified on the PO. You will be liable for all freight costs. You must provide reasonable access to the point of delivery for offloading of the Goods without delay. Unless otherwise agreed in writing, You are responsible for (at Your expense) providing labour or necessary equipment to ensure the Goods can be offloaded safely.
If You do not take delivery of the Goods, We may, at our discretion and without prejudice to any other rights:
(i) store or arrange for storage of the Goods and charge You for all costs and expenses including transportation, storage and insurance;
(ii) make arrangements for the redelivery of the Goods and charge You for the costs of redelivery; and
(iii) after 10 business days, resell or otherwise dispose of part or all of the Goods.
Instalments: We may deliver the Goods in instalments. Any delay in delivery or defect in an instalment does not entitle You to cancel any other instalment.
Damaged, lost or destroyed Goods: If Goods are damaged in transit to You or not all Goods ordered are delivered, You must:
(i) promptly notify Us and the relevant carrier; and
(ii) provide a second written notification including a detailed and complete claim within 5 business days of delivery.
If Goods are lost or destroyed in transit, You must:
(i) notify Us and the relevant carrier within 5 business days of the consignment date (as notified by Us); or
(ii) where the carrier’s tracking notification states a delay in delivery, You must notify Us within 5 business days of the carrier’s revised delivery date. For tracking purposes, You will receive the invoice for the delivery prior to the shipment being received.
Unless You notify Us and the carrier as required by this clause, We will have no responsibility to investigate or remedy any issue related to the delivery of the Goods.
Delivery dates approximate: Any period or dates quoted for delivery are approximate only. We accept no liability for any loss, injury, damage or expenses arising out of or in connection with any delay in delivery. Undue delay caused by any circumstance beyond Our control will not entitle You to cancel any PO or to refuse to accept delivery, unless otherwise agreed by Us in writing.
Overseas Goods: If We are required to procure overseas Goods to fulfil a PO, the PO is subject to confirmation by Us, and may also be subject to an import licence being available if and when required.
We will insure Goods while in transit from Our premises to the delivery address. You are responsible for insuring Goods once those Goods have been delivered to the delivery address, except where those Goods are ‘Evaluation Goods’.
7. Cancellation or Change of Purchase Order
Cancellation or Change of PO: Your PO is deemed to be accepted by Us within 2 business days of receipt unless We advise You otherwise. Once a PO has been accepted by Us it may not be changed or cancelled by You for any reason without Our written consent. Where We consent to a change or cancellation, We may charge a fee which represents Our costs in administering such change or cancellation.
Cancelation of Dispatched Order: Once an order has been invoiced and dispatched by Us it may not be cancelled by You without Our written consent. An order cancelled by You will incur a re-stocking fee of $30.00 or 15% of the invoiced value, whichever is the greater. You acknowledge that Our entitlement under this clause is reasonably proportionate to the loss that would be suffered by Us if an order is cancelled.
Change of Delivery Date: You agree to take delivery of any order as soon as the Goods are available unless otherwise agreed by Us in writing at the time of acceptance of your order. You may not delay delivery of any order without Our written consent and where a delay is agreed, it may be subject to a fee at Our sole discretion. You acknowledge that Our entitlement under this clause is reasonably proportionate to the loss that would be suffered by Us if delivery of an order is delayed.
Returns need Our approval: Return of any Goods that are not damaged or destroyed is subject to Our prior written consent. If We consent to a return, then (i) Goods must be returned in the manner described in this clause, and (ii) may be subject to a fee at Our sole discretion.
RMA: Before returning such Goods, You must request, and We must have issued, a Return Merchandise Authorisation (RMA). Goods will not be accepted for return by Us without the RMA number label displayed on the outer packaging of the returned Goods. Requirements for return and shipping method: Goods must be returned to Us in original unmarked packaging including all original documentation and accessories. You must ensure that returned Goods are shipped to Us (in accordance with our directions) and insured (paid by You).
Unauthorised Returns: Unauthorised returns will be shipped back to You at Your expense (a handling fee may also apply).
Risk: Risk in Goods supplied by Us passes to You on delivery to You or into custody on Your behalf.
Title: Title in the Goods supplied by Us pass to You when all outstanding indebtedness is paid to Us in respect of those Goods.
Retained Goods: The following applies to any Goods delivered to You, to which You do not have title, including any Evaluation Goods (Retained Goods):
a. (How You must deal with goods) Until full payment for those Goods has been made to Us,
You agree that:(i) You hold Retained Goods as fiduciary and bailee agent for Us; (ii) You will store, at all times, the Retained Goods separately from Your or any third party’s goods so that they remain identifiable; (iii) You will not encumber or allow any charge or security interest over the Retained Goods; (iv) You will insure the Retained Goods; and (v) We are permitted to enter Your premises on reasonable prior notice to inspect and/or repossess the Retained Goods, and to keep or resell any of the Retained Goods repossessed.
b. (Intermingling goods) If You manufacture, intermingle or deal with the Retained Goods such that they become an integral part of any other object (Processed Goods) then You hold such Processed Goods on trust for Us until payment for those goods has been paid in full to Us.
c. (Normal course of trade activities) Unless otherwise directed by Us, You may (on behalf of Us) sell the Retained Goods and Processed Goods to a third party in the normal course of trade. You are accountable to Us for the proceeds derived from such sale, and You will hold such proceeds on trust for Us. You must pay the proceeds to Us when due. d. (Records) You must maintain separate records in relation to the Retained Goods and Processed Goods, and make these records, the Retained Goods, and Processed Goods available for Our inspection at any time on reasonable notice to You.
10. Evaluation Goods
Evaluation Goods: We may make evaluation goods available to You to allow You to evaluate product features and benefits prior to purchasing (Evaluation Goods). Insurance of the Evaluation Goods is covered by Us.
Your responsibilities: You must not:
(i) leave Evaluation Goods (or allow them to be left) in the possession or control of Your customer (End User); or
(ii) further install (or allow to be installed) the Evaluation Goods on trial, in each case unless agreed in writing by Us. If We agree for the Evaluation Goods to be left in the control of the End User, You must ensure that You (or the End User) insures the Evaluation Goods for full replacement value and in accordance with best industry practice. Time for return: You must return the Evaluation Goods to Us within 14 business days unless purchased prior. Method of return: Returned Evaluation Goods are to be shipped freight and insurance paid by You. Where Evaluation Goods have been shipped to You in brand new unopened factory condition and wrapped or shipped in an outer carton, You will return to Us either outer wrapped or packaged to preserve the original factory packaging condition. Any missing, marked or damaged packaging, product, manuals or accessories, will be charged to You in full on return. Evaluation Goods not returned according to these conditions will be charged in full to You at the end of the evaluation period. Freight and costs: Freight and the purchase cost (if pre-paid) on the order of the Evaluation Goods will be credited in full in accordance with this clause if returned to Us within the 14 business day evaluation period.
Manufacturer’s warranty (12 months): We will pass through the benefit of any manufacturer’s warranties in respect of the Goods to You. Unless otherwise stated on Our web site, or at the time of purchase, the manufacturer’s warranty for all Goods will be a 12 month, return to base, parts and labour warranty (Warranty).
Extended warranty: If an extended warranty (Extended Service Contract) is taken on Goods, or unless otherwise stated in writing, the scope of that Extended Service Contract will be as per the standard Warranty for the extended period taken. An Extended Service Contract must be made within 30 days of the original purchase. In special circumstances an Extended Service Contract may be offered after this 30 day period but will not be available after the expiry of the standard Warranty period. If an Extended Service Contract is offered, it is to be taken on the total initial invoiced value and quantity of Goods and is to be paid in full on invoice.
Extended Software Assurance Contract: An ‘Extended Software Assurance Contract’ is available on specific software licensed Goods. If taken, unless stated in writing, the scope of the Extended Software Assurance Contract will be on the same terms as the Warranty. Extended Software Assurance Contracts are not available in conjunction with Extended Service Contracts.
Exclusions from Warranty: Damage caused by misuse or abuse or use that is not in accordance with Our or the manufacturer’s instructions, electrical damage due to power fluctuations such as surges or spikes, incompatible consumables or software, are not covered under Warranty, and may not be covered under an Extended Service Contract or Extended Software Assurance Contract. No warranty is given in respect of consumables. Proof of Purchase must be supplied with all claims.
12. Representation and Liability
Your representations: When You supply the Goods to another person in the course of trade, You must not give any undertaking or make any representation in relation to the Goods other than any information which appears on any label or publication issued or approved by Us or the manufacturer or which is otherwise subject to Our prior written approval.
Suitability: You agree that You have made Your own assessment of the suitability of the Goods – and You have not relied on any statement made by Us for such purpose.
No responsibility: The Company accepts no responsibility or liability for incorrect placement of POs, including orders placed via the web.
Neither party liable for consequential loss: Except for in respect of any breach of Our intellectual property rights by You, neither party will be liable to the other for any loss of profits, loss of revenue, loss of data, loss of business, loss of use, loss of goodwill, or for any indirect, incidental, special, or consequential damages.
Exclusion of certain things: Any representation, warranty, condition or undertaking that would be implied in these Terms by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent permitted by law.
Limit on Our liability: Our liability for any other liability that has not been, or cannot be, excluded, or any breach of a condition or warranty that cannot be excluded, is limited, at Our option, to (i) re-supplying the Goods (or paying the cost of re-supplying the Goods), or (ii) repairing (or paying the cost of repairing) the Goods. Nothing in these Terms excludes, restricts or modifies any rights or remedies, or any guarantee, warranty or other term or condition implied or imposed by any legislation that cannot be lawfully excluded, restricted, modified or limited under Malaysian law.
13. End User Liability and Contract Requirements
Without limiting clause 13:
a. We are not liable, whether in contract, tort (including negligence), statute or otherwise, to You or any End User in respect of software where the End User has entered into an end user licence agreement (EULA) with the third-party software vendor; and
b. if You provide managed or professional services to an End User, We expressly make no, and specifically disclaim all representations or warranties, express or implied, regarding any such managed or professional services or any other similar service provided by You to the End User; and
c. where: (i) the End User has contracted with You, for You to provide it with managed or professional services (Services Agreement); (ii) a EULA has been entered into by the End User and a third party software vendor for the software for which the services are provided; and (iii) You are (in Our reasonable opinion) in breach of these Terms, then We may instruct You to assign Your rights and obligations under the relevant Services Agreement to a third party nominated in writing by Us. You must promptly ensure that such rights and obligations are validly assigned on receiving such instruction.
You must ensure that before providing any goods or services relating to software to an End User, the End User has entered into a written agreement with You which:
d. includes equivalent provisions to sub-clauses a, b and c above;
e. in the case of sub-clause c, provides that no consent from the End User is required in respect of such an assignment of Your rights and obligations, and that the End User will promptly execute any documentation reasonably required for the assignment; and
f. in each case, provides that such provisions are for the benefit of, and may be enforced against the End User by Us.
Indemnity in favour of Us: You will indemnify Us against any claims by a third party (including merchants and customers) for, damage, loss, liability or expense (including lawyers’ fees on an indemnity basis) that We may incur: (a) with respect to any negligent act or omission by, or wilful misconduct by You or Your employees, agents, contractors, consultants or representatives; (b) as a result of: (i) any warranty condition, representation, indemnity or guarantee granted by You or provided by law in addition to or in lieu of the limited warranties specified in the clause 11 (Warranty); (ii) any omission or inaccuracy in Your marketing and promotional materials that relate to the Goods; and (iii) any modification of or addition to the Goods not provided or approved by Us.
Indemnity in favour of You: We will indemnify You against any claims by a third party for, damage, loss, liability or expense (including lawyers’ fees on an indemnity basis) that You may incur: (a) with respect to any negligent act or omission by, or wilful misconduct by Us or Our employees; and (b) as a result of any omission or inaccuracy in Our own marketing and promotional materials (this does not include third party materials including manufacturers) that relate to the Goods. This clause does not limit any other remedies available to the Company or Customer under these Terms.
15. Default and Termination
Default by You: If there is a default by You under these Terms, We may, without limiting any other right or claim We may have against You, immediately:
(i) withhold delivery of any Goods ordered by You; and
(ii) cease to supply Goods to You.
Examples of a default by You: A default by You includes any one or more of the following, namely You:
(i) do not pay Us by the due date;
(ii) fail to take delivery of the Goods as ordered;
(iii) exceed Your credit limit at any time and fail to pay Your account as requested by Us;
(iv) commit a breach of these Terms which remains unremedied after 10 days of Our request to remedy the breach; or
(v) become insolvent, are declared bankrupt, are unable to pay Your debts as they become due or any step or proceeding is taken which could lead to Your liquidation or winding up under insolvency laws in Malaysia or if You make an assignment for the benefit of creditors or apply for or consents to the appointment of a trustee or receiver for any portion of Your property.
Our rights if there is a default by You: Without limiting its rights under this clause, if You are in default We may take one or more of the following actions:
(i) (credit limit) vary or withdraw any approved credit limit;
(ii) (future orders) refuse to accept any future orders;
(iii) (current PO’s) cancel or suspend any unfilled PO’s;
(iv) (termination) terminate these Terms in which case all unfulfilled POs are cancelled; and
(v) (reclaiming possession of Goods) enter (at any time) any premises occupied by You or Your agents at which Our Goods are stored and reclaim possession of those Goods. You indemnify Us from and against any claims, losses or costs arising from any action taken by Us pursuant to this clause.
Termination by You: You may terminate these Terms or a PO if We commit a material breach of these Terms which remains unremedied after 20 business days of Your request for Us to remedy the material breach.
Cancelling and terminating: On the cancellation and termination of these Terms and any PO: (i) all amounts owing by You are immediately due and payable; and (ii) You must immediately return to Us or Our nominated representative any Goods which have been delivered but not paid for. You must also return any material, documentation, promotional materials or other information given by Us to You.
16. Event Beyond Control
We will not be liable for any failure or delay in performing Our obligations under these Terms where such failure or delay results from any cause whatsoever beyond Our control, including an Act of God, war, terrorism, strike, riots, government intervention, Coronavirus, Covid-19, industrial stoppage or natural disaster or otherwise. If such an event occurs for a continuous period of 10 or more business days, We may by written notice cancel or suspend the PO without incurring any liability to You.
A PO and any payments to be made in relation to it must not be assigned or transferred without Our prior written approval, which will not be unreasonably withheld or delayed.
Use: A party may be required to share confidential information about its business and in Your case this may include confidential information about Your End User. In Our case, it may include product and pricing information. Any such information given by either party will be held by the other party in strict confidence and will not be disclosed to any third party and must only be used for the direct purpose to which the information was given, except to the extent required to be disclosed by law, regulatory authorities or the requirements of any stock exchange, with the written agreement of the other party.
Definition: Confidential information excludes information which is: (i) lawfully in the public domain before its disclosure or enters the public domain afterwards other than as a result of an unauthorised disclosure; (ii) becomes available to the receiving party from someone lawfully in possession of it who lawfully discloses it on a non-confidential basis; and (iii) is rightfully known by the receiving party before disclosure of it.
Public announcements need our consent: No public announcement relating to Us or Our business or products is allowed without Our prior written consent, which will not be unreasonably withheld.
19. Personal Data Protection Act Notice
i. Reason for collecting Personal Data (Purposes) The Personal Information that You have voluntarily disclosed and provided to Us will be kept confidential but You hereby consent and authorize Us to process Your Personal Data for the following purposes:
a. The delivery of services or products to You.
b. To develop, enhance, market and provide products and services to meet Your needs.
c. To understand and analyse Our sales and Your needs and preferences.
d. To enable Us to respond to Your requests or complaints.
e. To enable You to participate in promotions and contests.
f. For service improvement purposes.
g. For Us to assess Your payment and credit history for credit or trade reference purposes.
h. For regulatory reporting and compliance with Our legal obligations.
ii. Storage and Retention of Personal Data
We undertake to store and process Your Personal Data in a secure manner. Your Personal Data shall be stored either in hard copies in Our offices or stored on servers accessed by Us and will either be operated by Us or Our service providers. Any Personal Data supplied by You will be retained by Us as long as necessary for the fulfilment of Purposes stated in Paragraph (i) above or as required to satisfy any legal regulatory, accounting requirements and/or to protect Our interests.
iii. Rights of Access and Correction
Subject to exceptions provided under Malaysian law, You can obtain information on Your Personal Data stored by Us and may request access to Your Personal Data and also request Us to amend, update or delete any of parts of the Personal Data. Should You have any queries, objections or complaints about the processing of Your Personal Data or if You wish to amend, update or limit the processing of Your Personal Data, or if You wish to withdraw consents to process the data which You have provided voluntarily, please contact Us in writing to the following contact details:
No 12A, Jalan 51/225A, PJCT Corporate Hub, 46100 Petaling Jaya, Selangor, Malaysia.
iv. Right to Unsubscribe
You can withdraw your consent to Our collection, use, process, and disclosure of Your Personal Data by contacting Us at the contact details provided in Paragraph (iii) above.
v. Accuracy of Information
You are responsible for supplied information about changes in your Personal Information and for ensuring that such information is accurate and current.
If any term in these Terms is illegal or unenforceable, it is to be severed. The rest of the Terms will not be affected.
21. No Waiver
No waiver of a right or remedy under these Terms will be effective unless it is in writing and signed by Us. No delay or omission by a party to exercise any right will constitute a waiver of that right. Any waiver of a right will not constitute a waiver of any subsequent or continuing right.
These Terms do not create a relationship of exclusivity, employment, agency or partnership between the parties.
23. Approvals and Consents
Unless otherwise provided, We may in Our discretion give (conditionally or unconditionally) or withhold any approval or consent under these Terms.
24. Governing Law
These Terms are governed by the laws in force in Malaysia. Each party submits to the exclusive jurisdiction of the courts of Malaysia.
“Goods” means those Goods supplied by the Company and includes but not limited to Barcode Printers, Barcode Scanners, Barcode Verifiers, Card Printers, Cash Drawers, Computer Memory, Consumables, Cyber Security Hardware, Cyber Security Software, Ergonomics, Healthcare Products, Keyboards, Kiosk Terminals, Managed Services, Mobile Computing Terminals, POS Printers, POS Terminals, Scanner Scales, Security Products, Software Licences, Storage Devices, Surveillance Products and Touch Terminals. Any reference to “products” has the same meaning as Goods.
“Authorised Goods” means those Goods supplied by Us that require You to undertake specialised technical training, proof of staffing support capabilities and other specialised requirements as required by Us and Our vendors from time to time. Authorised Goods may be available to You on such requirements being met at Our discretion.