Terms of Trade
These Terms of Trade relate to the supply of Printed Publications by ISRA. Any reference to "we", "our" or "us" hereinafter appearing shall be read as referring to ISRA and any reference to "you" as referring to its customers.
No order shall be binding on nor deemed accepted by us and no contract shall be formed until our approval and acceptance of the Order has been communicated to you.
"Contract" means the contract for the supply of Printed Publications by us to you, including an order accepted by us, any applicable License Agreement and these Terms of Trade as amended from time to time.
"Fees" means the fee imposed by us for the supply of Printed Publications and notified to you by us:
a) following processing of the order; and
b) in the case of Subscription Products, prior to the renewal of the relevant subscription.
"Order" means an order which is submitted to us by a purchase order, subscription form, e-mail, proposal agreement or in any manner prescribed by us for one or more of the following:
a) Printed Publications;
b) online products and/or services.
"Printed Publications" mean each of the books, journals, bulletins, loose-leaf services and any other hard-copy publication specified in an order.
"Subscription Products" mean the following:
a) online products and/or services specified; and/or
b) Printed Publications, which we agree to supply to you on a subscription basis.
2. Supply of Subscription Products
Upon acceptance of an Order for Subscription Products, the same will be supplied for an initial term of 12 months, unless otherwise agreed, renewable thereafter, for successive terms of 12 months each, until the Order is cancelled by either party giving to the other party notice in writing at least 30 days prior to the date of expiry of the relevant year's subscription.
3.1 Payment and variation of Fees
Payment of Fees shall be made in full or in part in accordance with the payment terms indicated on the invoice. Where applicable, the payment terms shall commence from the date of the invoice. In the case of Subscription Products, we reserve the right to increase the Fees and the payment terms for any Subscription Products at any time prior to renewal of the subscription at a rate of not less than 5% taking into consideration inflationary and/or operational costs incurred by ISRA. Any variation to the fees or payment terms will only take effect upon renewal of the relevant subscription. Should you disagree to such a variation of the Fees or payment terms for any Subscription Products, you are required to instruct us in writing not to renew your subscription in accordance with these Terms of Trade. If you fail to do so, you shall be deemed to have agreed to such variation of the Fees and the payment terms.
3.1.2 Payment upon usage
In the event that access to the online products is granted at any time prior to payment being made pursuant to an Order, you shall be liable to pay subscription fees on a pro-rated basis for any period of usage of the online products, in the event you subsequently fail to make good the payment and/or cancel the Order.
3.2 Handling fee
Orders for Printed Publications per order may incur a handling fee. You shall be liable for any such handling fee in accordance with the payment terms indicated on the invoice.
3.3 Bank charges
In the event your cheque(s) are returned or rejected by our bankers for any reason whatsoever, you shall be liable to pay for any charges incurred as a result thereof.
In the event you breach any provision of these Terms of Trade and fail to remedy that breach within fourteen (14) days after written notice from us requiring you to remedy that breach, become insolvent, commit an act of bankruptcy, are adjudicated bankrupt or enter into any composition or arrangement with creditors or being a company, you go into liquidation whether compulsory or voluntary or a receiver is appointed in respect of any part of your business, we reserve the right:
a) to treat all sums due or to become due as immediately due and payable;
b) to terminate your credit facility, if any;
c) to cancel any contract entered with you or to cancel and/or suspend delivery of any Printed Publications or related services;
d) to enter into any premises where the Printed Publications are stored (without the necessity of giving notice) to search for and to remove and take possession of the Printed Publications without being in any way liable to you or anyone claiming under you for so doing;
e) to withhold the further supply of Printed Publications.
You shall be liable for all expenses (including legal costs on a solicitor-client basis) incurred by us in pursuing the recovery of any debt from you for products sold and services rendered.
4. Cancellation, Refunds, credits and claims
Cancellations must be notified to us in writing with the original invoice numbers quoted within 10 days from the date of invoice. Except where required by law, you are not entitled to any refund or credit in respect of the cancellation of an order at any other time.
4.2 Refunds and Credits
4.2.1 Printed Publications
Should you cancel an order within 10 days of the date of the first invoice and return the goods supplied to us in mint saleable condition, a credit for those goods will be issued in full to you.
4.2.2 Subscription Products
If you cancel any Subscription Products within 10 days of the date of the first invoice, a refund or credit, if applicable, will be issued to you subject to Clause 3.1.2 above.
We reserve the right to refuse/cancel registration(s) and refund request(s). However, if we refuse a registration, registrant(s) will be offered a refund.
All claims in relation to Printed Publications must be notified to us in writing within fourteen (14) days of receipt of the consignment. Claims after this period will not be valid and you agree to waive the same. If a replacement in respect of faulty or damaged goods is not available, a credit note will be issued.
While we will make every effort to complete delivery on the date agreed, we shall not be liable for late delivery or consequential damages of any kind arising from late delivery nor will we accept cancellation of any order because of late delivery beyond our control.
6. Change to your contact details
Any change to your contact details, including your name, mailing address, telephone, facsimile and email address, must be notified to us in writing within 30 days of the date of the change and we shall not be liable for any loss or damages due to your failure to update your contact details with us.
7. Warranties and liability
7.1 No warranties
We make no express warranties under these Terms of Trade in relation to any and all products under an order.
Each of these products is provided "as is" and in its present state and condition. No warranty, representation, condition, undertaking or term, express or implied, statutory or otherwise, as to condition, quality, availability, durability, performance, non-infringement, merchantability or fitness for a particular purpose or use of the product or otherwise is given or assumed by us, and all such warranties, representations, conditions, undertakings, and terms are excluded to the fullest extent permitted by law. Without prejudice to the generality of the foregoing, we do not warrant that the product will be free from errors, and that any and all the information in the product is complete and up-to-date; we make no warranty with respect to the accuracy or completeness, at any time and from time to time, of the information in the product. We do not guarantee continuous, uninterrupted or secure access to the products, and should access to the products be affected by factors outside of our control; we shall not be liable for any damages of any type caused by such interference (your claim for any or all such damages being waived by you). You agree and acknowledge that the limitations and exclusions of liability and warranty provided in these Terms of Trade are fair and reasonable.
To the extent permitted by law, we shall not be liable for any claims, expenses, losses, damages and costs made against or incurred or suffered by you directly or indirectly (including without limitation lost costs, profits, and data) arising out of:
a) your use or misuse of the Printed Publications;
b) your inability to use or obtain access to the online products;
c) our omission or the omission of our employees, contractors or agents and/or suppliers;
in connection with the performance of our obligations under these Terms of Trade, any claim for the same being waived by you.
If we breach any express provision of these Terms of Trade or a condition or warranty implied under any law which cannot be lawfully modified or excluded by these Terms of Trade, then our liability to you will, to the extent permitted by law, be limited at our option to supplying the Printed Publications, whichever is applicable, again or paying for their re-supply. Our liability to you for loss or damage of any kind (including loss or damage caused by negligence) will in any case be up to (but no more than) the amount specified in the Order (any claim by you in excess of that amount being waived by you) and is reduced to the extent that you caused or contributed to that loss or damage.
You will not assign or otherwise transfer any of your rights and/or obligations under this Contract to any person other than a purchaser for value of your business.
9. Entire Agreement
These Terms of Trade, together with the accepted Order, embody all the terms and conditions that we have agreed with you as to the subject matter of these Terms of Trade and supersede and cancel in all respects all previous agreements and undertakings, if any, between you and us with respect to the subject matter hereof, whether such be written or oral. Any amendment to or variation of these Terms of Trade shall be effective only if it is in writing and duly signed and confirmed by our authorised representative.
Any and all notices (including notification of any amendments to these Terms of Trade) or demands by us may be sent to you by post, facsimile transmission, electronic mail or through the internet or any electronic medium selected by us. Any statement, notice or demand to you so sent or dispatched shall be effective and deemed to have been received by you:
a) on the day immediately following the date of dispatch, if sent by post; or
b) immediately on dispatch if sent by facsimile transmission, electronic mail or through the internet or any electronic medium selected by us.
Any provision of the Contract prohibited by or rendered unlawful or unenforceable under applicable law applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from the Contract and rendered ineffective so far as is possible without affecting the remaining provisions of the Contract. Where, however the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by such law to the end that the Contract shall be a valid and binding contract, enforceable in accordance with its terms.
12. Governing law
These Terms of Trade are governed by the Laws of Malaysia and the parties agree to submit to the jurisdiction of the Malaysian courts.