1.1 The following definitions and rules of interpretation apply to these conditions.
Buyer: the person, firm or company who purchases the Goods from PT. Madesa Sejahtera Utama and who, by entering into this Contract with PT. Madesa Sejahtera Utama, is warranting that it is acting in the course of its trade or business.
Contract: any contract between PT. Madesa Sejahtera Utama and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: completion of delivery of an Order by the Buyer or its nominated agent taking physical possession of the Goods.
Delivery Date: the date on which the Goods are delivered to or collected by the Buyer or, if Courier tried to deliver the Goods but is unable to, the date on which PT. Madesa Sejahtera Utama attempted to have the Goods delivered.
Delivery Point: the place where delivery of the Goods is to take place.
Goods: any goods agreed in the Contract to be supplied to the Buyer by PT. Madesa Sejahtera Utama (including any part or parts of them).
PT. Madesa Sejahtera Utama: PT. Madesa Sejahtera Utama incorporated and registered in Indonesia whose registered office is at Gunung Sahari Raya Street No. 51A/14 Jakarta 10610 Indonesia.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. Any ID law, directive or regulation which currently applies to this contract shall have its applicability superseded by any replacing other statutory instrument.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all PT. Madesa Sejahtera Utama's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of PT. Madesa Sejahtera Utama. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of PT. Madesa Sejahtera Utama which is not set out in the Contract. Nothing in this condition shall exclude or limit PT. Madesa Sejahtera Utama’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from PT. Madesa Sejahtera Utama shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by PT. Madesa Sejahtera Utama until an acceptance of the order is confirmed by PT. Madesa Sejahtera Utama, by whatever means appropriate, or (if earlier) PT. Madesa Sejahtera Utama delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation given by PT. Madesa Sejahtera Utama is subject to change at PT. Madesa Sejahtera Utama’s absolute discretion but shall remain open for acceptance by the Buyer provided that PT. Madesa Sejahtera Utama has not previously withdrawn it or any timescale placed on acceptance has expired.
2.8 PT. Madesa Sejahtera Utama may, at its absolute discretion, sell products to authorised Buyers. In the event of any such sales, the Buyer in question must not:
(a) advertise, promote, distribute, sell or market the products in any way that disparages, misrepresents or injures the PT. Madesa Sejahtera Utama;
(b) distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or “loss leader” pricing, bait and switch, or negative selling practices.
3.1 The quantity and description of the Goods shall be as set out in PT. Madesa Sejahtera Utama’s records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by PT. Madesa Sejahtera Utama and any descriptions or illustrations contained in PT. Madesa Sejahtera Utama’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
3.3 Size, style, content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on receipt of the goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.
3.4 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.
4.1 If the Buyer wishes the Delivery Point to be anywhere other than PT. Madesa Sejahtera Utama’s place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.
4.2 Any dates specified by PT. Madesa Sejahtera Utama for delivery of the Goods (including making them available for collection) are an estimate only on which the Buyer relies entirely at its own risk. Time for delivery shall not be, and shall not be capable of being made by notice, of the essence. If no dates are so specified, delivery shall be within a reasonable time (with PT. Madesa Sejahtera Utama’s view being final as to what constitutes reasonable).
4.3 Subject to the other provisions of these conditions PT. Madesa Sejahtera Utama shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by PT. Madesa Sejahtera Utama’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless 180 days has passed from the estimated delivery date.
4.4 Where the Buyer has requested that the Goods be delivered to the Delivery Point by post, PT. Madesa Sejahtera Utama shall not be liable for any non or late delivery in respect of the Goods unless the reason for the non or late delivery is an error by PT. Madesa Sejahtera Utama in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3. PT. Madesa Sejahtera Utama expressly excludes all liability in relation to non-delivery of Goods sent by post.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or PT. Madesa Sejahtera Utama is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by PT. Madesa Sejahtera Utama’s negligence); (b) the Goods shall be deemed to have been delivered; and (c) PT. Madesa Sejahtera Utama may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.
4.7 PT. Madesa Sejahtera Utama may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The quantity of any consignment of Goods as recorded by PT. Madesa Sejahtera Utama upon despatch from PT. Madesa Sejahtera Utama’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer’s employees).
5.2 PT. Madesa Sejahtera Utama shall not be liable for any non-delivery of Goods (even if caused by PT. Madesa Sejahtera Utama’s negligence) unless the Buyer gives written notice to PT. Madesa Sejahtera Utama of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of PT. Madesa Sejahtera Utama for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.
6.1 Ownership of the Goods shall not pass to the Buyer until PT. Madesa Sejahtera Utama has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to PT. Madesa Sejahtera Utama from the Buyer on any account or for any reason.
6.2 In relation to Goods which the Buyer has purchased specifically for the purposes of re-sale, the Buyer may sell the Goods in the ordinary course of its business before ownership has passed to it.
6.3 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer’s insolvency (or potential or likely insolvency); or
(b) on either a balance sheet or cash-flow basis, the Buyer is unable to pay its debts as and when they fall due; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.4 If any circumstances arise which terminate or may terminate the Buyer’s right to possession of the Goods, the Buyer must immediately inform PT. Madesa Sejahtera Utama. If the Buyer fails to inform PT. Madesa Sejahtera Utama, then the Buyer shall hold the Goods on trust for PT. Madesa Sejahtera Utama until such time as the Goods have been recovered by PT. Madesa Sejahtera Utama from the Buyer.
6.5 PT. Madesa Sejahtera Utama shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from PT. Madesa Sejahtera Utama.
7.1 Unless otherwise agreed by PT. Madesa Sejahtera Utama in writing (including email), the price for the Goods shall be those prices set out in PT. Madesa Sejahtera Utama’s price list published in force at the time that the order is made.
8.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final. However PT. Madesa Sejahtera Utama does, subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and PT. Madesa Sejahtera Utama may, on a case by case basis, consider doing so (but shall not be under any obligation to do so). For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as “Returned Goods”.
8.2 PT. Madesa Sejahtera Utama will, in any circumstances, only accept returns if the following conditions are met:
(a) The Buyer shall provide a proper invoice and despatch note number in respect of the Returned Goods;
(b) PT. Madesa Sejahtera Utama must have issued a valid returns authorisation note in respect of the Returned Goods;
(c) The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
(d) The Returned Goods must be returned with all original documentation that was supplied with the Goods;
(e) PT. Madesa Sejahtera Utama retain the right to refuse Returned Goods should PT. Madesa Sejahtera Utama deem them to be unsuitable for resale;
8.3 The following Goods will not be eligible to be returned pursuant to this clause:
(a) Any products made bespoke and approved by the customer;
(b) Consumables/Disposables (as defined from time to time by PT. Madesa Sejahtera Utama);
(c) Any Goods which PT. Madesa Sejahtera Utama does not carry as core stock (as defined by Consumables/Disposables from time to time);
(d) Any Goods which have been ordered as bespoke Goods by the Buyer (for example, embroidered and/or personalised Goods);
(f) Any Goods which have been in the possession of the Buyer for more than 28 days after delivery;
(g) sale or products negotiated on a one basis;
(h) discontinued lines;
(i) seasonal products;
(j) Any Goods which have, as their function, the protection of health and safety and/or the hygiene of the wearer. By way of (non-exhaustive) example, face masks.
8.4 If Goods despatched by PT. Madesa Sejahtera Utama are returned because the address (or other matter in relation to the Goods) given by the Buyer was incorrect, then in addition to any restocking charge that may apply, the Buyer shall pay to PT. Madesa Sejahtera Utama a fee.
9.1 The price for the Goods and all other charges shall be exclusive of any value added tax (if applicable) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods
9.2 The Buyer is entirely responsible for properly accounting for any tax that the Buyer is due to pay in connection with any dealings with PT. Madesa Sejahtera Utama.
10.1 Unless agreed otherwise by PT. Madesa Sejahtera Utama, a Buyer who is not on credit terms must make payment for the Goods at the time that the order is made.
10.2 PT. Madesa Sejahtera Utama may, at its absolute discretion, agree to provide a Buyer with credit terms for payment. In asking for credit, the Buyer is warranting that (i) the Goods are being purchased in the course of the Buyer’s business, and (ii) as at the date of each order the Buyer is not aware of any circumstances which might mean that the Buyer cannot pay for the Goods. PT. Madesa Sejahtera Utama shall be under no liability to offer credit to the Buyer. However, if PT. Madesa Sejahtera Utama does agree to provide Goods on credit, the following shall apply:
(a) Credit will not be extended to the Buyer unless approved in writing by PT. Madesa Sejahtera Utama.
(b) Where credit has been granted, payment is due within what agreed in writing.
(c) Goods will not be despatched when a Buyer’s account is overdue or the credit limit has been exceeded.
10.3 No payment shall be deemed to have been received until PT. Madesa Sejahtera Utama has received cleared funds. PT. Madesa Sejahtera Utama shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to PT. Madesa Sejahtera Utama’s entitlement to be paid.
10.4 PT. Madesa Sejahtera Utama reserve the right to withdraw credit facilities at its sole discretion. No further explanation will need to be provided.
10.5 All payments payable to PT. Madesa Sejahtera Utama under the Contract shall become due immediately on its termination despite any other provision.
11.1. PT. Madesa Sejahtera Utama only guarantees the Products its distributes against possible flaws deriving from production defects therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from terms.
11.2 Upon written request from the Buyer, PT. Madesa Sejahtera Utama shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to PT. Madesa Sejahtera Utama by the manufacturer but only insofar as any such warranty or guarantee has been given to PT. Madesa Sejahtera Utama. This is for third party supplied products.
11.3 PT. Madesa Sejahtera Utama only guarantees material integrity of products upon delivery, possible defects covered but this guarantee must be communicated by the client under penalty of forfeiture no later than 8 days of Delivery Date.
12.1 The following provisions set out the entire financial liability of PT. Madesa Sejahtera Utama (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;
(d) any other matter arising out of or in connection with the sale or prospective of the Goods
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of PT. Madesa Sejahtera Utama:
(a) for death or personal injury caused by PT. Madesa Sejahtera Utama’s negligence; or
(b) for any matter which it would be illegal for PT. Madesa Sejahtera Utama to exclude or attempt to exclude its liability; or
(c) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
(a) PT. Madesa Sejahtera Utama’s total liability tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance shall be limited to, at PT. Madesa Sejahtera Utama’s sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if PT. Madesa Sejahtera Utama so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which are being replaced to PT. Madesa Sejahtera Utama; or
(ii) the price paid for the Goods.
(b) PT. Madesa Sejahtera Utama shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection.
12.5 PT. Madesa Sejahtera Utama’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, PT. Madesa Sejahtera Utama shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.
12.6 PT. Madesa Sejahtera Utama advise the Buyer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Buyer is going to use, the Buyer is strongly advised to obtain proper training about the operation, use, maintenance and security of the Goods. PT. Madesa Sejahtera Utama shall have no liability in respect of any problems that arise with the Goods in circumstances were the Buyer did not test the Goods and/or obtain proper training and the problem(s) which arose could have been resolved had training been given.
12.7 PT. Madesa Sejahtera Utama shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow PT. Madesa Sejahtera Utama’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of PT. Madesa Sejahtera Utama;
(d) the Buyer is responsible for causing the problem, whatever it may be.
12.8 The Buyer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that PT. Madesa Sejahtera Utama is prepared to accept. If the Buyer wants PT. Madesa Sejahtera Utama to accept more risk, then the Buyer can suggest this to PT. Madesa Sejahtera Utama and a higher price may be agreed for the Goods to reflect PT. Madesa Sejahtera Utama’s greater risk. Whatever price is paid for the Goods, the Buyer hereby acknowledges that the amount of risk PT. Madesa Sejahtera Utama accepts is reasonable by reference to the price charged for the Goods.
13.1 If the Buyer breaches any of the terms of this contract or becomes, or in the reasonable opinion of PT. Madesa Sejahtera Utama is likely to become, insolvent PT. Madesa Sejahtera Utama may (without prejudice to its other rights) forthwith terminate this agreement.
In the event that this agreement is terminated by PT. Madesa Sejahtera Utama:
(a) it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of this or any other contract and including any monies unpaid as a result of credit which PT. Madesa Sejahtera Utama has provided to the Buyer;
(b) insofar as the Goods have not been delivered prior to termination, PT. Madesa Sejahtera Utama shall be discharged from any obligation to supply the Goods.
14.1 PT. Madesa Sejahtera Utama may assign the Contract or any part of it to any person, firm or company.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of PT. Madesa Sejahtera Utama.
PT. Madesa Sejahtera Utama reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of PT. Madesa Sejahtera Utama including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to PT. Madesa Sejahtera Utama to terminate the Contract.
16.1 The Buyer must not use PT. Madesa Sejahtera Utama’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
16.2 The Buyer must not use PT. Madesa Sejahtera Utama’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
16.3 The Buyer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without PT. Madesa Sejahtera Utama’s express written consent.
16.4 The Buyer must not use PT. Madesa Sejahtera Utama’s website to transmit or send unsolicited commercial communications.
17.1 Each right or remedy of PT. Madesa Sejahtera Utama under the Contract is without prejudice to any other right or remedy of PT. Madesa Sejahtera Utama whether under the Contract or not.
17.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
17.3 Failure or delay by PT. Madesa Sejahtera Utama in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
17.4 PT. Madesa Sejahtera Utama does, and may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).
17.5 Any waiver by PT. Madesa Sejahtera Utama of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
17.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts by any person that is not a party to it.
17.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Indonesia law and the parties submit to the exclusive jurisdiction of the Indonesia courts.
17.8 Freight charges are applicable on all equipment.
PLEASE NOTE: We always recommend that all goods within the website and promotional material are checked for their suitability of purpose to any application process. Any alterations to goods will deem them unreturnable.
ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED ARE FOR GUIDANCE ONLY. Some colours are not a true representation of their appearance. In the event confusion occurs with colour, size, specifications, PT. Madesa Sejahtera Utama will not be held responsible for any losses incurred.
If you are unsure about any of the terms and conditions detailed contact PT. Madesa Sejahtera Utama Head Office.