KEYENCE Corporation of Singapore/Malaysia [Terms of Use]


		Singapore				Malaysia

The following terms and conditions will govern the sale and delivery of and payment for KEYENCE products ("Products"). Any other terms and conditions in Buyer's purchase orders or other communications which are contradictory to or in conflict with the terms and conditions herein will be void. KEYENCE reserves the right to modify the terms and conditions herein from time to time in writing.



	1.1 In these Conditions:
		"Buyer" means the person who buys or agrees to buy Products from Keyence based on a quotation of Keyence and/or whose order for the Products is accepted by Keyence. "Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and Keyence. "Products" means the goods (including any trial units, instalment of the goods or any parts for them) which the Buyer has agreed to buy from Keyence. "Keyence" means Keyence (Malaysia) Sdn Bhd. "Writing" includes electronic data interchange, electronic mail, telex, cable, facsimile transmission and comparable means of communication.
	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 their interpretation.



	2.1
		Keyence shall sell and the Buyer shall purchase the Products in accordance with: 2.1.1 any written quotation of Keyence which is accepted by the Buyer, and 2.1.2 only in so far as the Products type and quantity, any written purchase order of the Buyer which is accepted by Keyence, subject in either case to these Conditions, which shall govern such sale and purchase to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
	2.2
		No variation to these Conditions shall be binding unless agreed in Writing between the Buyer and Keyence. An acknowledgement on the purchase order of the Buyer or any other document of the Buyer, whether prior to or subsequent to this Document, shall not be deemed to be a variation of these Conditions.
	2.3
		No terms and conditions contained in or attached to purchase order submitted by the Buyer shall be deemed to be accepted by Keyence unless and until confirmed in Writing by Keyence or its authorised representative. Confirmation of acceptance by Keyence or its authorised representative shall be deemed to be limited to the Products type and quantity and shall not be deemed to be acceptance of any other term or condition stated in purchase order(s) submitted by the Buyer.
	2.4
		No order which has been accepted by Keyence may be cancelled by the Buyer except with the agreement in Writing of Keyence and on terms that the Buyer shall indemnify Keyence 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 Keyence as a result of cancellation.



	3.1
		Delivery of the Products shall be subject to stock availability. Keyence may deliver the Products by separate instalments. Each separate instalment delivery shall constitute a separate contract, and shall be invoiced and paid for in accordance with these Conditions. The Buyer waives the right to make any deduction from payments due to Keyence in respect of any set-off or counter-claim unless Keyence agrees otherwise in Writing. The Products are sold F.O.B., shipping point and, upon delivery to carrier at shipping point, Buyer assumes all risk of loss or damage to the Products. Any return for exchange or credit must be made within seven (7) days of the invoiced date, and Buyer must pay a restocking charge equivalent to 25% of the original quoted price of the Products in question to Keyence for such return.
	3.2
		The Products shall be supplied in accordance with the description contained in Keyence's quotation. Keyence may from time to time make changes in the specification of the Products which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Products.
	3.3
		Keyence may from time to time otherwise modify or discontinue the supply of the Products, provided that any Products for which any purchase order has already been accepted and confirmed by Keyence before such a proposed modification or discontinuance shall still be delivered by Keyence.
	3.4
		Products shall be deemed to have been delivered in accordance with the Buyer's specification and request and in accordance with Keyence's quotation unless written communication disputing the same is received by Keyence within seven (7) days from delivery of Products to Buyer. No claim for damaged Products, for shortages or for non-delivery will be accepted by Keyence unless written notice of such damage, shortage or non-delivery is received by Keyence within seven (7) days of receipt of the Products by the Buyer or in the case of non-delivery, within seven (7) days from the date on which the Products could in the normal course of events have been expected to be received by the Buyer.
	3.5
		Keyence shall not be liable for any loss or damage whatsoever due to Keyence's failure to deliver the Products (or any part thereof) promptly or at all.
	3.6
		Notwithstanding that Keyence may have delayed or failed to deliver the Products (or any part thereof) promptly, the Buyer shall be bound to accept delivery and to pay for the Products in full provided that delivery shall be tendered at any time within three (3) months of the date specified for delivery of the Products.



	4.1
		The price of the Products shall be at Keyence's quoted price, and the price is exclusive of any applicable goods and services tax which the Buyer shall be additionally liable to pay to Keyence. Keyence's quoted price shall be binding on Keyence provided Buyer accepts Keyence's quotation within thirty (30) days of the date of quotation.
	4.2
		All payments are due net thirty (30) days of invoice dates unless otherwise expressly stated in the invoice.
	4.3
		The prices and terms of payment stated in the invoice are not subject to any discount, rebate or modification. Notwithstanding the foregoing, where at anytime between the invoice date and the payment date, there is an increase in the Products' cost to Keyence due to: 4.3.1 any new legislation or regulations; 4.3.2 any additional duties or tariffs; or 4.3.3 any change in the foreign currency exchange rates; then, in the case of 4.3.1 and 4.3.2, such an increase shall be added to the invoice and be payable by the Buyer, and in the case of 4.3.3, the invoice may be adjusted by the mutual consent of Keyence and the Buyer or cancelled at Keyence's option without any liability to the Buyer and/or penalty whatsoever.
	4.4
		If the Buyer fails to make any payment to Keyence when payment is due, then without prejudice to any other rights and remedies Keyence may have: 4.4.1 Interest shall accrue daily from the date when payment becomes due at the rate of 1.5% per month on the outstanding amount; and/or 4.4.2 the Buyer shall be liable to reimburse Keyence for all costs and legal fees incurred by Keyence in recovering such amounts from the Buyer, and/or 4.4.3 Keyence may supend or cancel deliveries of other Products due to the Buyer, and/or 4.4.4 Keyence may appropriate any payment made by the Buyer to such Products or Products supplied under any other contract with the Buyer as Keyence may in its sole discretion think fit.
	4.5
		Keyence shall be entitled to alter or suspend credit to the Buyer, cancel any order by the Buyer and/or suspend further deliveries to the Buyer whenever the payment history or financial status of the Buyer is deemed by Keyence to warrant such actions.
	4.6
		Credit will not be given for shortage in the ordered quantities unless the Buyer notifies Keyence in Writing of such shortage within seven (7) days of delivery of the Products.



	5.1
		Keyence shall not be liable for any loss or damage due to delayed delivery or non-delivery due, in part or in whole, to any acts of God, fire, strikes, floods, accidents, riots, lockouts, damages or losses in transportation, quotas, blockage, embargoes, insurrections, mobilization or any other actions of governmental authorities, any non-governmental restrictions, curtailment of production at Keyence's factory, equipment failures, power failures, non-performance by third parties or any other causes beyond Keyence's control, whether at shipping point or destination point, in transit or wherever such an event takes place.
	5.2
		Upon the occurrence of any force majeure event, Keyence may extend the quoted, requested or agreed delivery date or deliver part of an order or suspend delivery for a period equivalent to the entire period of that event or cancel a sale without any liability to Keyence and/or penalty whatsoever.



	6.1
		Keyence warrants the Products to be free from defects in material and workmanship for one (1) year from the date of delivery . Any Products found to be defective by the Buyer must be shipped to Keyence, freight prepaid, or delivered to Keyence for inspection and examination. Upon examination, Keyence shall, at its sole option, refund the purchase price of, or repair or replace at no charge any Products found to be defective and such a defect is attributable to Keyence. A Product repaired or replaced under this warranty will be warranted only for the remainder of the original warranty period. This warranty extends to the original Buyer only, and does not apply to: 6.1.1 any defects resulting from improper conditions, improper environments, improper handling, or improper usage contrary to the recommendations contained in the instruction manual, the user's manual, or the specifications specifically arranged between the Buyer and Keyence ; 6.1.2 any defects resulting from factors other than a defect in the Products , such as the Buyer's equipment or the design of the Buyer's software ; 6.1.3 any defects resulting from modifications or repairs carried out by any person other than Keyence staff ; 6.1.4 any defects that can certainly be prevented when the expendable part(s) is maintained or replaced correctly as described in the instruction manual, the user's manual, etc ; 6.1.5 any defects caused by a factor that cannot be foreseen at a scientific/technical level at the time when the Products are delivered; and 6.1.6 damage or defect resulting from any disaster such as fire, earthquake, and flood, or any other external factor, such as abnormal voltage.
	6.2
		The warranty scope is limited to the extent set forth in Clause 6.1 above and Keyence assumes no liability for the Buyer's secondary damage (damage of equipment, loss of opportunities, loss of profits, etc.) or any other damage resulting from a failure of the Products. For the avoidance of doubt, any Product that fails or is damaged as a result of fair wear and tear is not covered by this warranty.
	6.3
		The Products are designed and manufactured as a general-purpose product for general industries. Keyence may offer suggestions on the use of the various Products, but the assessment of usefulness and suitability of the Products for each application rests solely with the Buyer. Keyence shall not be responsible for any damage that may result from the use of the Products in the Buyer's application. The Products and any trial units supplied to the Buyer are not to be used internally in humans, for human transportation, as safety devices or fail-safe systems, unless their written specifications state otherwise. Should any Products be used in such a manner or misused in any way, the Buyer undertakes to indemnify Keyence against and hold Keyence harmless from any resulting liability or damage.
	6.4
		Other than as stated herein, the Products are provided with no other warranties whatsoever. All other warranties, conditions of terms, including without limitation, those relating to merchantability, fitness for purpose, and non-infringement of proprietary rights, whether implied by statute or common law or otherwise are excluded. In no event shall Keyence, its agents and/or its related companies be liable to the buyer or third parties for any direct, indirect, incidental, punitive, special or consequential damages (including, without limitation, any damages resulting from loss of use, business interruption, loss of information, loss or inaccuracy of data, loss of profits, loss of savings, the cost of procurement of substituted goods, services or technologies), or for any matter arising out of or in connection with the use or inability to use the Products.



	7.1
		The sale and purchase of the Product is subject to the export control laws and regulations of Malaysia and countries into which the Products are delivered. The Parties shall ensure strict compliance and any violation of such export control laws and regulations shall be prohibited.

	7.2
		For the avoidance of doubt, the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination, including but not limited to obtaining all necessary import licences, clearances and other consents necessary for the purchase of the Products, and for the payment of any duties on them.



	8.1
		Nothing in these Conditions or the sale and purchase of the Products, confers or is deemed to confer on the Buyer any licence, right or other interest in any intellectual or other property or rights comprised in the Products or in any designs, drawings or specification relating to the Products, which at all times, as between Keyence and the Buyer, are vested in Keyence.
	8.2
		If the Buyer becomes aware of any infringement or potential infringement of any of Keyence's intellectual or other property or other rights in the Products or if the Buyer becomes aware of any claim by a third party that a product supplied by Keyence infringes the intellectual or other property or other rights of that third party, it will immediately notify Keyence of the infringement or potential infringement or claim and will give every assistance to Keyence in that connection that Keyence may reasonably require.



	9.1
		Any notice or communication under or in connection with these Conditions shall be in Writing and shall be delivered personally by hand or personal courier, or by certified post, or facsimile to the registered office address of the recipient or at such other address as the recipient may have notified from time to time to the other Party in Writing. Proof of posting or dispatch of any notice or communication shall be deemed to be proof of receipt: 9.1.1 if sent by hand or personal courier, on the date of receipt; 9.1.2 if sent by certified post, on the third business day after posting; and 9.1.3 if sent by facsimile, on the day of despatch.



	10.1
		No omission or delay by Keyence in exercising its rights under these Conditions shall operate as a waiver thereof, nor shall any single or partial exercise by Keyence of any such right preclude the further or other exercise thereof or the exercise of any other right which it may have.
	10.2
		If at any time any one or more of the provisions hereof is or becomes illegal, invalid or unenforceable in any respect under the applicable laws of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof, nor the legality, validity or enforceability of such provision under the applicable laws of any other jurisdiction, shall in any way be affected or impaired thereby.
	10.3
		For the avoidance of doubt, these Conditions shall apply to the exclusion of all other terms and conditions indorsed upon, delivered with or referred to in any purchase order, acceptance of order or other document delivered by the Buyer save to the extent that any amendment to or variation of these Conditions is accepted by Keyence in writing.