In these terms:

'Midwich Asia' means Midwich Asia Pte Ltd (UEN No. 201903580Z)

'Products' means the products and / or services supplied, or proposed to be supplied, by Midwich Asia Pte Ltd to you;

'you' and 'your' means the company and / or person to whom the products and / or services are supplied or proposed to be supplied to.

These terms and conditions, together with the Midwich Asia Pte Ltd Warranty Policy:

1. (i) govern the sale of products by Midwich Asia Pte Ltd to you to the exclusion of all other terms and conditions including any terms or conditions that you may purport to apply under any purchase order or similar document;
2. (ii) may only be altered in writing signed by Midwich Asia Pte Ltd; and
3. (iii) will be governed by the laws of Singapore.

Price

Prices may be altered without notice. Midwich Asia Pte Ltd will not accept any responsibility relating to the suitability of its quoted products, services or system designs where inaccurate or incomplete information has been provided by you.

Unless specified otherwise, all prices quoted by Midwich Asia Pte Ltd and listed in Midwich Asia Pte Ltd's price lists are in Singapore dollars and do not include any other costs and charges associated with the purchase, such as delivery or freight charges, insurance, duties and taxes (including without limitation any custom duties or products and services tax). You are liable to pay all such other costs and charges not included in the price.

At any time prior to delivery, Midwich Asia Pte Ltd may notify you of any increase in the price of the products and / or service to reflect any increase in the cost to Midwich Asia Pte Ltd due to factors occurring after the acceptance of the order by Midwich Asia Pte Ltd which are beyond Midwich Asia Pte Ltd's reasonable control (including without limitation, foreign exchange fluctuations, insurance, taxes, duties, cost of labour, materials and other manufacturing costs). You may cancel any order affected by such notice within 3 days of receipt of the notice of a price increase.

Ordering

Midwich Asia Pte Ltd reserves the right to accept or decline any order (including orders made pursuant to a quotation by Midwich Asia Pte Ltd) in whole or in part.

Once accepted by Midwich Asia Pte Ltd, an order may only be cancelled with the written consent of Midwich Asia Pte Ltd. If you cancel an order, you must pay the cancellation fee (if any) and indemnify Midwich Asia Pte Ltd for any loss or damage Midwich Asia Pte Ltd suffers as a result.

In no circumstances will Midwich Asia Pte Ltd be liable to supply superseded or discontinued products.

Risk and Title

Where products are conveyed by Midwich Asia Pte Ltd's carrier, risk passes to you on delivery at your nominated address. Where products are conveyed by your nominated carrier, risk passes to you on delivery to your nominated carrier.

Midwich Asia Pte Ltd retains all ownership and title to all products sold to you until Midwich Asia Pte Ltd receives full payment (in cleared funds) for the products and or services sold and for any other debts owing by you to Midwich Asia Pte Ltd whether in relation to this contract or any other contract or account (Customer’s Debts).

Until Midwich Asia Pte Ltd receives full payment (in cleared funds) for the products and or services sold and for all Customer’s Debts:

1. a. title to the products will not pass to you;
2. b. You hold the products as bailee of Midwich Asia Pte Ltd;
3. c. you owe fiduciary obligations to Midwich Asia Pte Ltd; and

Midwich Asia Pte Ltd accepts credit card payments. Upon registration of a credit card account, you must provide Midwich Asia Pte Ltd a written authorisation to debit your credit card for all charges. Credit card payments will incur an additional charge of 2.5%.

Midwich Asia Pte Ltd will invoice you the price of the products:

1. a. quoted (if the order is placed pursuant to a valid quote by Midwich Asia Pte Ltd and Midwich Asia Pte Ltd's quotation number was specified on the order); or
2. b. listed in Midwich Asia Pte Ltd's price list current at the time of the order, Plus any delivery or freight charges, insurance, duties and taxes payable by Midwich Asia Pte Ltd in relation to the purchase.

You must pay Midwich Asia Pte Ltd's invoices within the agreed terms of your trading account, or such other date as may be specifically agreed with Midwich Asia Pte Ltd, Midwich Asia Pte Ltdmay, at its discretion, charge default interest on amounts owing, but not paid, at the rate charged by ASB Bank to its customers on unarranged overdrafts plus 2% from the date when such payment fell due unless Midwich Asia Pte Ltd specifically agrees to an extension of time for payment.

Delivery and acceptance

You are responsible for insurance and risk in the Products from the earlier of the time they are received by a carrier for delivery to you or the time they are collected by you or your agent.

You agree to pay all delivery costs.

Delivery dates are estimates only and Midwich Asia Pte Ltd is not liable for any loss or damage whatsoever arising if products are not delivered by the quoted date. You must make all arrangements necessary to take delivery of the products whenever they are tendered for delivery.

You must inspect all products on delivery and must notify Midwich Asia Pte Ltd in writing of any damage or failure to comply with the order or invoice within seven (7) days from the date of delivery. If no notice is received from you within seven (7) days from the date of delivery, you will be deemed to have accepted the products and Midwich Asia Pte Ltd will not have any liability to you in respect of the products, except in accordance with these terms.

Where goods appear to be damaged or short-delivered you must contact the carrier and Midwich Asia Pte Ltd immediately and supply to the carrier and to MIDIWCH LIMITED a copy of the proof of delivery with the loss or damage described on it. All claims for shortage or damage during delivery must be confirmed in writing to Midwich Asia Pte Ltd within seven (7) days of the date of delivery. Damaged goods must be made available for inspection by the carrier.

We will make every effort to ensure delivery of Products, or performance of services, is on time, but will not be liable to you for any loss or damage arising in any way from any delay in delivery or performance. Delay in delivery or performance does not entitle you to cancel any order.

Unless otherwise stated in writing, all Products will be box shipped and it is your responsibility to assemble, configure and install them.

Where you ask us to deliver goods directly to another person, that person takes possession of the goods for you as your agent, and you are still directly responsible to us under these terms of trade.

Security interests

If we already have a perfected security interest in the products we supply to you together with their proceeds, that security interest is continued under these terms of trade. Otherwise, you grant us a security interest in the Products that we supply to you. Our security interest covers the Products together with all proceeds, whether or not those Products have become accessions to other goods or processed or commingled into or mixed with other goods. The goods and services subject to the security interest will be described on our invoices. Where Products that we supply to you have become mixed with other similar goods supplied by other persons, you grant us a security interest in the mixed goods to the value of the Products in the mixture that we have supplied to you but which have not yet been paid for.

You agree that you will do all acts necessary and provide to us on request all information we require to register a financing statement over the Products and their proceeds of all kinds, and that you will advise us immediately in writing of any changes to that information. You waive all rights to receive a copy of any verification statement of a financing statement.

You agree that you will supply us, within two (2) business days of our written request, with copies of all security interests registered over your personal property, and you authorise us as your agent to request information from any secured party relating to any security interest which is held in any personal property which is or has been in your possession or control.

You agree that we may require you to pay all reasonable costs, including legal costs on a solicitor-client basis, associated with the discharge or amendment of any financing statement registered by us, whether or not the change was initiated by you.

If we repossess goods under this agreement, we may retain those goods or dispose of them without notice to you or any other person, and, after deducting reasonable costs of sale, we will credit any surplus by way of setoff against any sums owing to us. We shall not be obliged to furnish you with the statement of account or to pay to any person other than you or your receiver or liquidator any sum in excess of the total amount you owe us at the time we credit your account. We will not be obliged to reinstate this agreement or resupply any repossessed inventory or equipment to you.

You authorise us to search the Personal Property Securities Register at any time for any information about you or (if you are a company) your parent or associated companies.

Payment Terms

Customers who have not opened a trading account with Midwich Asia Pte Ltd (or whose trading accounts have been suspended or revoked) must pay for all products and or services supplied prior to delivery, or at the time of collection. This payment must be by direct deposit into Midwich Asia Pte Ltd’s account or by credit card (see conditions below).

Trading terms for approved customers will be set by Midwich Asia Pte Ltd after reviewing your credit application and responses supplied by your trade referees. Midwich Asia Pte Ltd will provide a written statement of the trading terms upon establishment of your trading account.

Customers not complying with payment terms will have their account suspended and / or revoked and will only be able to purchase from Midwich Asia Pte Ltd on a payment prior to delivery basis.

Midwich Asia Pte Ltd reserves the right to suspend and/or revoke any trading account opened with a customer at any time and for any reason, at Midwich Asia Pte Ltd's discretion.

Without limiting Midwich Asia Pte Ltd's right to suspend or revoke trading accounts at any time and for any reason, in order to ensure your trading account with Midwich Asia Pte Ltd is kept ‘active’, your account must be used at least once in any six (6) month period. If your trading account is inactive for a period of six months, your trading account will become dormant and your account status will be amended to ‘pre-pay’. This will result in any trade purchases made by you being paid in full prior to any orders being shipped.

Should your account trade outside of your normal credit terms i.e. payment not made by due date, your account will be placed on credit hold. Should this occur Midwich Asia Pte Ltd will advise you in writing that your account is suspended pending payment of outstanding invoices. Once advised, orders that you have pending in the system may be suspended if your account is not brought into order within 48 hours

Midwich Asia Pte Ltd accepts credit card payments. Upon registration of a credit card account, you must provide Midwich Asia Pte Ltd a written authorisation to debit your credit card for all charges. Credit card payments will incur an additional charge of 2.5%.

Midwich Asia Pte Ltd will invoice you the price of the products:

1. a. quoted (if the order is placed pursuant to a valid quote by Midwich Asia Pte Ltd and Midwich Asia Pte Ltd's quotation number was specified on the order); or
2. b. listed in Midwich Asia Pte Ltd's price list current at the time of the order, Plus any delivery or freight charges, insurance, duties and taxes payable by Midwich Asia Pte Ltd in relation to the purchase.

You must pay Midwich Asia Pte Ltd's invoices within the agreed terms of your trading account, or such other date as may be specifically agreed with Midwich Asia Pte Ltd, Midwich Asia Pte Ltd may, at its discretion, charge default interest on amounts owing, but not paid, at the rate charged by the ASB Bank unarranged overdraft plus 2% from the date when such payment fell due unless Midwich Asia Pte Ltd specifically agrees to an extension of time for payment.

Returns

Unless required by law, Midwich Asia Pte Ltd reserves the right not to accept any return of products in its absolute discretion. Notwithstanding, all return of products must be approved in writing by Midwich Asia Pte Ltd and are subject to the following terms.

All requests to return DOA products must be made within seven (7) days of delivery of products to you.

Without limiting its rights not to accept returns under clause (-), Midwich Asia Pte Ltd will NOT accept returns for products that are:

1. a. custom made, made in accordance with your specifications, made by special order or non-standard products;
2. b. not in their original shape, form or condition;
3. c. damaged by abnormal use, faulty maintenance or not used or maintained according to the manufacturer's or Midwich Asia Pte Ltd's instructions;
4. d. expressly sold on a non-return basis; or
5. e. damaged during the installation or fitting process.

Where products are returned without Midwich Asia Pte Ltd's prior written approval, they will not be accepted and will be returned to you at your expense.

Unless otherwise agreed by Midwich Asia Pte Ltd in writing, all approved returns:

1. a. must be made freight prepaid at your expense and risk and are subject to final inspection by Midwich Asia Pte Ltd;
2. b. must be packed in their original packaging and be suitable for immediate resale; or restocking fees may apply
3. c. Midwich Asia Pte Ltd's return approval reference and the reason for the return of the products; and
4. d. will be subject to a restocking and handling fee to be determined by Midwich Asia Pte Ltd up to a maximum of 20% of the price of the products.

Until the products have been returned to and inspected by Midwich Asia Pte Ltd, Midwich Asia Pte Ltd will be entitled to retain the full price of the products.

Default

You are in default if:

1. a. you fail to pay any amount owing to Midwich Asia Pte Ltd when due;
2. b. you breach any of these terms;
3. c. you cease to carry on business;
4. d. you cease to be able to pay your debts as they become due;
5. e. you take any step to enter into an arrangement with your creditors;
6. f. any step is taken to appoint a receiver, liquidator, administrator or other like person over the whole or any part of your assets or business; or
7. g. Midwich Asia Pte Ltd, in its sole and unfettered discretion, is of the view that your financial condition is unsatisfactory.

If you are in default, Midwich Asia Pte Ltd may immediately do any or all of the following (in addition to claiming damages and any other rights it may have):

1. a. require you to pay all amounts due but unpaid (together with any accrued interest) or to pay in advance of or on delivery;
2. b. suspend or cease supplying products to you; and/or
3. c. Enter your premises and repossess products for which payment has not been made.

You must pay all legal costs, fees and any other expenses incurred by Midwich Asia Pte Ltd in respect of your default.

Limitation of Liability

The provisions of the Consumer Guarantees Act 1993 (“CGA”) shall not apply to any supply of Products to you, and the conditions, warranties and guarantees set out in the Sale of Goods Act 1908 or otherwise implied by statute or common law will not apply and are excluded from these terms of trade.

MIDWICH LIMTIED’S maximum liability to you (if any) shall be limited to the value of any faulty Products or services supplied, and Midwich Asia Pte Ltd and its employees, contractors and agents, any manufacturers of the Products or any of their materials or components and any licensors of Software or suppliers of services, will not be liable to you for loss or damage of any kind however that loss or damage is caused or arises. This exclusion of liability includes, but is not limited to, costs (including costs of returning Products to Midwich Asia Pte Ltd or to any manufacturer or licensor), consequential loss, loss of profits, damage caused by or arising from delays in manufacturing or delivery, faulty or delayed installation, unreasonable use, negligence (including a failure to do something which should have been done or to prevent something from happening), faulty design specifications or choice by you, and faulty materials, components, manufacture, compilation, or assembly of the Products.

It is your responsibility to ensure, and we will not be liable for, the functional integration or performance of systems containing components supplied by or through us.

We will not be liable to you for any losses caused by events beyond our reasonable control. We will not be required to settle a strike or lockout or other industrial disturbance against our wishes in order to benefit from this clause.

In any claim against Midwich Asia Pte Ltd connected with the supply of products by Midwich Asia Pte Ltd to you or any dealings between Midwich Asia Pte Ltd and you, whether it is a claim for breach of contract, negligence or otherwise, any damages recoverable by you will be reduced to the extent that you or any of your officers, agents, employees or contractors caused or contributed to those damages.

Midwich Asia Pte Ltd's liability in tort, under these terms (including under any warranty) or under any non-excludable implied condition or warranty is limited to, at Midwich Asia Pte Ltd's option, refunding the price of the products, repairing or replacing the products or the cost of repairing or replacing the products.

Intellectual property and confidentiality

All intellectual property shall remain the property of Midwich Asia Pte Ltd or any Supplier entitled to it, and neither Midwich Asia Pte Ltd nor its Suppliers transfer any right, title or interest in the intellectual property to you.

You must not use any trade marks which the property of Midwich Asia Pte Ltd or its Suppliers, or any similar words or marks, or any combination of words which includes any of those trademarks or any similar words or marks, except to the extent authorised by Midwich Asia Pte Ltd in writing.

You agree to dispatch the Products only under the trade marks under which they are supplied by Midwich Asia Pte Ltd, and under no circumstances shall you apply any of the trade marks to any product which is not a genuine branded product supplied to you by Midwich Asia Pte Ltd.

You must not cause or permit anything which may interfere with, damage or endanger the trademarks or other intellectual property rights of Midwich Asia Pte Ltd or its Suppliers, or assist or allow others to do so.

You must advise Midwich Asia Pte Ltd immediately when you become aware of any unauthorised use or attempted use by any person of the trademarks or other intellectual property rights of Midwich Asia Pte Ltd or its Suppliers.

You may not register a trademark or use any business name incorporating the words “Midwich Asia Pte Ltd” OR “MIDWICH”.

If your account with Midwich Asia Pte Ltd is terminated, you must immediately discontinue use of any of the trademarks which are the property of Midwich Asia Pte Ltd in any sign, or advertising and thereafter you shall not use those trademarks directly or indirectly in connection with your business.

You agree to ensure that all confidential information given by Midwich Asia Pte Ltd to you is made available to your employees only on the basis that those employees at all times maintain strict confidentiality.

This clause shall survive the termination of the Agreement.

Midwich Asia Pte Ltd Username and Passwords

You must use the Midwich Asia Pte Ltd website only for the purposes of your business.

You must keep your username and password for the MIDWIHC LIMITED website strictly confidential. You must not disclose your username and/or password to any person other than your authorised employees. In particular, you must not disclose your username or password to any of your customers or resellers.

If you do disclose your username or password to anyone other than your employee or properly authorised agent, then Midwich Asia Pte Ltd may bar you from using our website or close your account with Midwich Asia Pte Ltd. All goods or services ordered using your password will be charged to your account.

You must notify Midwich Asia Pte Ltd immediately if you believe or suspect that unauthorised persons might have access to your username and/or password for the Midwich Asia Pte Ltd website, and you must immediately change your password.

You are responsible for the consequences of all unauthorised use of your username and password.

Privacy

You agree to Midwich Asia Pte Ltd collecting, using and disclosing certain personal information about You for various purposes, including to:

1. (i) credit assessment;
2. (ii) supply the Products and services to You and the management of Your account, including suppliers;
3. (iii) communicate with You about the Products and services which Midwich Asia Pte Ltd or its partners or affiliates may provide to You;
4. (iv) implement these Terms and the Credit Terms; and
5. (v) comply with relevant laws.

Midwich Asia Pte Ltd, at the written request of You, will provide You with access to any personal information relating to You held by Midwich Asia Pte Ltd; and correct or amend any personal information relating to You held by Midwich Asia Pte Ltd which is inaccurate or out of date.

MIDWICH LIMTIED will handle Your personal information in accordance with relevant laws. Please read MIDWICH LIMTIED’S privacy policy at [-] for further information on how Midwich Asia Pte Ltd deals with personal information of its customers.

Obligations to suppliers

We may impose certain conditions on you from time to time where our suppliers require us to do so.

General

If Midwich Asia Pte Ltd has a right arising from your failure to comply with these terms and delays in exercising or does not exercise that right, that delay in exercising or failure to exercise is not a waiver of that right or any other right.

Midwich Asia Pte Ltd has a right to change any of the terms from time to time.

Midwich Asia Pte Ltd will not be liable for any delays, loss or damage arising from any cause beyond its control, including but not limited to strikes, labour disputes, acts of God or governments, fires, storm, floods, earthquake, accident, wars, riots, acts of terrorism, shortage of materials or labour, utility, transportation and communication delays or failures, and any act or omission by you or any Midwich Asia Pte Ltd's obligations will be suspended for the duration of any resulting delay.

If any of the provisions of these terms is illegal or unenforceable: a. it will be severed from these terms and will not affect the continued operation of the remaining provisions of these terms; and b. The parties will attempt to replace that severed part with a legally acceptable alternative provision that meets the parties' commercial objectives.

Headings are for convenience only and shall not be used in construing or interpreting these terms.

If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.

The terms of this agreement override any previous agreement.

This agreement is governed by the laws of Singapore and any dispute under it shall be subject to the exclusive jurisdiction of the Courts of Singapore.

Warranties - See separate Midwich Asia Pte Ltd Warranty Policy

Midwich Asia Pte Ltd Warranty Policy

Terms used within this Warranty Policy will have the same meaning as terms used in the Midwich Asia Pte Ltd Standard Terms and Conditions.

Subject to these terms and the MIDWICH LIMITED Standard Terms and Conditions,

Midwich Asia Pte Ltd:

1. (a) warrants its products and services against defective performance as a direct result of inadequate packaging, faulty parts, design or workmanship for a period of twelve (12) months from the date of purchase excluding lamps
2. (b) Warrants that each of the products sold will conform to the applicable manufacturer's specifications for a period of twelve (12) months from the date of purchase or such longer period if offered by the manufacturer in respect of products sold by Midwich Asia Pte Ltd. Excluding lamps.

The warranty contained in clause 2 entitles you to the repair of faulty parts, labour and return freight charges or full replacement of defective products (or at Midwich Asia Pte Ltd's discretion equivalent products) at no further charge in the event that Midwich Asia Pte Ltd or one of its authorised service agents is unable to repair the defective products.

You may return a defective product to Midwich Asia Pte Ltd on a back to base repair arrangement in its original packaging or a suitable equivalent. You are responsible for freight costs to Midwich Asia Pte Ltd. Damage incurred as a direct result of inadequate packaging or damage by your courier or Transport Company is your responsibility and will not be covered by this warranty.

5. The warranty in clause2 will not apply if the products have:

1. (i) been damaged in transit;
2. (ii) been modified or damaged or used in connection with other products or in any way not authorised by Midwich Asia Pte Ltd;
3. (iii) been operated incorrectly in any way;
4. (iv) suffered physical damage due to mishandling by you or your nominees;
5. (v) been operated in a damp or poorly ventilated environment;
6. (vi) been subject to smoke damage, vandalism, or fire damage;
7. (vii) been opened and/or serviced in any way by non- Midwich Asia Pte Ltd authorised service personnel;
8. (viii) been affected by acts of God e.g. lightening, floods, earthquakes; or fire been exposed to harsh or unusual conditions.

6. The warranty under clause 2 is subject to the following conditions:

1. (i) the Products must be installed in accordance with the manufacturer's instructions and any recommendations of Midwich Asia Pte Ltd;
2. (ii) the Products must be installed in accordance with applicable standards; the Products must not be subject to misuse, damage or harsh or unusual conditions; and
3. (iii) you must report any damage or other product non-conformities to Midwich Asia Pte Ltd as soon as such damage or non-conformity is discovered by or made known to you. Failure to do so may result in the warranty being invalid.

7. Midwich Asia Pte Ltd reserves the right to assess eligibility for cover under these terms and conditions Midwich Asia Pte Ltd will not be obliged to fulfill its obligations under the warranty unless you return to Midwich Asia Pte Ltd, freight pre-paid any defective products on which a warranty claim exists. If Midwich Asia Pte Ltd requests, you must permit Midwich Asia Pte Ltd to conduct tests on site in relation to such products.

8. Midwich Asia Pte Ltd warrants all service work and equipment repairs performed by Midwich Asia Pte Ltd or one of its authorised service agents for a period of three (3) months. This warranty applies only to service and repair work outside the initial twelve (12) month warranty period. All costs for parts, labour and return delivery will be absorbed by Midwich Asia Pte Ltd.

No returns for service, warranty or other reasons will be accepted without an RMA number. Complete the form on this link to receive an RMA number by return email: https://misupport.midwich.com.au/support/login