1. GENERAL

1.1 In these conditions the following words have the meaning shown:

1.1.1 "The Company" means Hilti (M) Sdn Bhd or one of its related or subsidiary companies as the case may be.

1.1.2 "The Buyer" means the person, firm or company purchasing Goods.

1.1.3 "Goods" mean any products or items purchased by the Buyer from the Company and/or products, items or services supplied by the Company to the Buyer.

1.1.4 "The Contract" means the agreement between the Company and the Buyer for the purchase from the Company by the Buyer of Goods and includes these Terms and Conditions of Sale.

1.1.5 "Contract" includes all agreements between the Company and the Buyer for the purchase of Goods from the Company by the Buyer.

1.2 These conditions shall be incorporated in all Contracts of the Company to sell Goods and together with any special condition appearing on the face of the Company´s invoice or in the Company´s quotation shall be the sole conditions under which the sale takes place. In the case of any inconsistency with any order, letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates the provisions of these conditions shall prevail unless expressly varied in writing and signed by a Director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect.

1.3 No statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Company shall be contained to enlarge, vary or override in any way any of these conditions unless otherwise provided herein.

2. ORDERS

2.1 The price payable for Goods shall unless otherwise stated by the Company in writing and agreed on its behalf, be the trade list price of the Company current at the date of despatch and in the case of an order for delivery by instalments the price payable for each instalment shall be the list price of the Company current at the date of despatch of such instalment unless the price is otherwise expressly stated to be firm for a fixed period.

2.2 Unless otherwise expressly stated to be firm for a fixed period, the Company´s prices are subject to variation to take account of variations in wages, materials or other costs since the date of the order. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original Contract price.

2.3 All prices are exclusive of Sales Tax and service tax and this will be charged at the appropriate rate.

3. ADDITIONAL COST

The Buyer agrees to pay any loss or extra costs incurred by the Company through the Buyer´s instructions or lack of instruction or through failure to deliver or delay in taking delivery or though any act or default on the part of the Buyer, its servants, agents or employees.

4. TERMS OF PAYMENT

4.1 Payment must be made based on the terms stated on the Company´s invoice.

4.2 If the Goods are delivered in instalments, the Company shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due on the above terms, in respect of each instalment whereof delivery has been made, notwithstanding non-delivery of other instalments or other default on the part of the Company.

4.3 If upon the terms applicable to any order the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of Goods at specified times, a default by the Buyer of the payment of any due payment of any instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith without any notice.

4.4 The price of the Goods shall be due in full to the Company in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set off lien or any other similar right or claim.

4.5 The time of payment shall be of the essence of the Contract.

4.6 Without prejudice to any other rights it may have, the Company is entitled to charge and to be paid interest at 2% above the then current base rate of Bank Negara Malaysia on any overdue payment of the price of the Goods or the price of any instalments thereof.

5. DELIVERY

5.1 The period for delivery shall be the period within which the Goods are intended to be despatched from the Company´s premises and shall be calculated from the date of the receipt by the Company of the Buyer´s order or from receipt of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period if no period is given, then delivery will be such time after receipt of instructions as the Company thinks reasonable.

5.2 All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for any delay beyond the Company´s control.

5.3 Where the Goods are handed to a carrier for carriage to the Buyer or delivered to the designated Malaysia Port for export, any such carrier shall be deemed to be an agent of the Company and not of the Buyer for the purpose of sections 44, 45 and 46 of the Sale of Goods Act (Cap. 393).

5.4 No liability for non-delivery, loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Contract will attach to the Company, unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non-delivery, loss or damage with a copy to the carrier if the Company´s own vehicles have not been used to deliver the Goods):

5.4.1 within 7 day of delivery in the case of partial loss or damage of Goods in transit or delivery; or

5.4.2 within 7 day of delivery of the Goods in the case of defective Goods; or

5.4.3 within 7 day of delivery for any other non-compliance with the Contract.

5.4.4 in the case of non-delivery. Within 7 days from the agreed or comtemplated date of delivery

5.5 In the event of a valid claim for non-delivery or non-compliance with the Contract, the Company undertakes at its option to reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery loss, damage or non-compliance.

5.6 If the Buyer shall fail to give notice in accordance with condition (5.4) above, the Goods shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer, he shall be bound to accept and pay for the same accordingly.

5.7 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery, the Company may at its sole discretion without prejudice to its other rights store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer provided that the Buyer shall be immediately informed thereof.

5.8 The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right.

5.9 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. Where any such request is made, delivery shall be deemed to have made if the Company has in its possession a copy of the Delivery Order duly signed by a representative of the Buyer.

5.10 Where the Goods are for delivery by instalments, any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.

6. RETURNS

6.1 Goods supplied pursuant to the Contract cannot be returned without the Company´s prior written authorisation. Duly authorised returns:

6.1.1 shall be sent to the Company´s premises at the Buyer´s expense;

6.1.2 may be subject to a handling charge of RM$100.00 or 50% of the value of the Goods whichever amount is the greater; and

6.1.3 must be in the same condition as originally supplied to the Buyer.

6.2 The Company shall not accept any return nor make any refund in respect of non-stocking or non-standard items.

7. CARRIAGE AND INSURANCE

7.1 The cost of carriage and insurance of the Goods to the Buyer´s premises in Malaysia shall be in accordance with the charges laid out in the Company´s current price list.

7.2 In all other cases the price of the Goods shall be exclusive of carriage and insurance to the Buyer´s premises.

7.3 Export orders shall be charged FOB (relevant Malaysia Port/s).

8. PASSING OF TITLE AND RISK

8.1 From the date of delivery to the Buyer the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance, but unless otherwise expressly agreed in writing the Goods shall remain the property of the Company until all payments due to the Company from the Buyer under the Contract or any other contract have been made in full unconditionally and credited to the Company´s account. Whilst the ownership of the Company continues the Buyer shall keep the Goods separate and identifiable from all other Goods in its possession as fiduciary agent and bailee for the Company.

8.2 In the event of any resale by the Buyer of the Goods the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof, so that such proceeds or any claim thereof shall be assigned to the Company.

8.3 In the event of failure to pay the price in accordance with the Contract, the Company shall have power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods.

8.4 Pending payment of the full purchase price of the Goods, the Buyer shall at all times keep the Goods comprehensively insured against the loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business for which the Goods are for the time being used in an amount at least equal to the balance of the price for the same time to time remaining outstanding. The policy shall bear an endorsement recording the Company´s interest and shall be produced to the Company on request.

9. WARRANTIES AND LIMITATIONS OF LIABILITY FOR GOODS

9.1 Tools are sold with the benefit of and subject to the conditions of the warranty provided by the Company for goods of that type, which is available for inspection on request.

9.2 Nothing herein or in any warranty given by the Company shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer, its servants and agents including in particular, but without prejudice to the generality of the foregoing, any failure by the Buyer to comply with any recommendations of the Company as to storage and handling or use of servicing of the Goods, use of the Goods with other Goods which are unsuitable for the Buyer´s purpose, or other misuse of the Goods or accident or fair wear and tear of the Goods.

9.3 The Company shall not be liable for any damage, loss, costs or expenses of any type whatsoever and howsoever arising from or in any way connected to or with the installation of the Goods by the Buyer or any of its employees, agents or contractors.

The Buyer hereby indemnifies the Company against all actions, costs, charges, losses, damages and expenses which the Company may incur or sustain by reason of any action brought by any third party relating in any way to the installation of the Goods.

10. BUYER´S RESPONSIBILITY

10.1 The selection of a product suitable for the Buyer´s purpose depends on a range of factors. These factors include but are not limited to on-site condition and other circumstances of the proposed application of the product known only to the Buyer. The Buyer is solely responsible for satisfying himself that the data supplied to the Company on which information or recommendations made by the Company are based is correct and that any assumptions made by the Company to supplement that data are suitable for the Buyer´s purposes. The Company accepts no responsibility of any nature whatsoever for information or advice it supplies where any data supplied by the Buyer is incorrect or whether any assumption which the Company has made is unsuitable for the Buyer´s purposes. The Buyer is encouraged to raise with the Company any question it may have.

11. CONSEQUENTIAL LOSS

11.1 The Company shall not be liable for any indirect or consequential losses (including but not limited to loss of profit or other economic loss), cost, claims, liabilities or expenses of any nature whatsoever whether arising out of any tortious act or omission or of any breach of contract or statutory duty or duty of care or of any misrepresentation or of any cause, and whether known to the Company, and calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs, loss or damage on a time basis or otherwise.

11.2 Nothing in these conditions shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting upon its negligence in so far as the same is prohibited by the Laws of Malaysia.

12. DEFAULT OR INSOLVENCY OF BUYER

If the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Buyer´s property or assets or if the Buyer (an individual or partnership) shall make or offer to make any voluntary arrangement or composition with his creditors or become bankrupt or if any bankruptcy petition be presented against him or (if the Buyer is a Company) has a receiver or judicial manager appointed or makes a voluntary arrangement with its creditors or commences to be wound up, the Company at its discretion and without prejudice to any other right or claim may by way of verbal communication determine wholly or in part any and every Contract between the Company and the Buyer or may (without prejudice to the Company´s right subsequently to determine the Contract for the same cause should if so decide) by way of verbal communication suspend further deliveries of Goods until any defaults by the Buyer be remedied and in the event of any such aforementioned default or insolvency event the price of any of the Goods that have been delivered but not paid for in accordance with Clause 4 shall immediately become due and payable notwithstanding any previous agreement or arrangement to the contrary.

13. FORCE MAJEURE

The Company shall be entitled to delay or cancel delivery of or to reduce the amount delivered if it is prevented from or hindered or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strike, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.

14. MALAYSIA LAW

The Contract shall be construed and operated in accordance with the Laws of Malaysia and all proceedings in connection herewith shall be brought in the Courts of Malaysia.