2. Orders and Specifications

2.1 Order acceptance and completion of the contract between the Buyer and Secret Nueva will only be completed upon Secret Nueva issuing a confirmation of dispatch of the Goods to the Buyer. For the avoidance of doubt, Secret Nueva shall be entitled to refuse or cancel any order without giving any reasons for the same to the Buyer prior to issue of the confirmation of dispatch. Secret Nueva shall furthermore be entitled to require the Buyer to furnish Secret Nueva with contact and other verification information, including but not limited to address, contact numbers prior to issuing a confirmation of dispatch.

2.2 No concluded Contract may be modified or cancelled by the Buyer except with the agreement in writing of Secret Nueva and on terms that the Buyer shall indemnify Secret Nueva 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 other party as a result of the modification or cancellation, as the case may be.

3. Price

The price of the Goods and/or Services shall be the price stated in Secret Nueva + website at the time which the Buyer makes its offer purchase to Secret Nueva. The price excludes the cost of delivery charges and shall be liable to pay to Secret Nueva in addition to the price.

4. Terms of Payment

4.1 The Buyer shall be entitled to make payment for the Goods pursuant to the various payment methods set out in Secret Nueva website. The terms and conditions applicable to each type of payment, as contained in Secret Nueva website, shall be applicable to the Contract.

5. Delivery/Performance

5.1 Delivery of the Goods shall be made to the address specified by the Buyer in its order.

5.2 Secret Nueva has the right at any time to sub-contract all or any of its obligations for the sale/delivery of the Goods to any other party as it may from time to time decide without giving notice of the same to the Buyer.

5.3 Any dates quoted for delivery of the Goods are approximate only. The time for delivery/performance shall not be of the essence, and Secret Nueva shall not be liable for any delay in delivery or performance howsoever caused.

5.4 If Secret Nueva has failed to deliver the Goods in accordance with the Contract or within a reasonable time, the Buyer shall be entitled, by serving written notice on Secret Nueva, to demand performance within a specified time thereafter, which shall be at least 14 days. If Secret Nueva fails to do so within the specified time, the Buyer shall be entitled to terminate the Contract in respect of the undelivered Goods and claim compensation for actual loss and expense sustained as a result of Secret Nueva non-performance, which was foreseeable at the time of conclusion of the Contract and resulting from the usual course of events.

5.5 If the Buyer fails to take delivery of the Goods (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Secret Nueva fault) then without prejudice to any other right or remedy available to Secret Nueva, Secret Nueva may:

5.5.1 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract provided the price has been paid in cleared funds in full or charge the Buyer for any shortfall below the price under the Contract; or

5.5.2 terminate the Contract and claim damages.

6. Force Majeure

6.1 Secret Nueva shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of Secret Nueva obligations if the delay or failure was due to any cause beyond Secret Nueva reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Secret Nueva reasonable control:

6.1.1 Act of God, explosion, flood, tempest, fire or accident;

6.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

6.1.3 acts of restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

6.1.4 import or export regulations or embargoes;

6.1.5 interruption of traffic, strikes, lock-outs, other industrial actions or trade disputes (whether involving employees of Secret Nueva or of a third party);

6.1.6 interruption of production or operation, difficulties in obtaining raw materials labour fuel parts or machinery;

6.1.7 power failure or breakdown in machinery.

6.2 Upon the happening of any one of the events set out in Condition 6.1 Secret Nueva may at its option:-

6.2.1 fully or partially suspend delivery/performance while such event or circumstances continues;

6.2.2 terminate any Contract so affected with immediate effect by written notice to the Buyer and Secret Nueva shall not be liable for any loss or damage suffered by the Buyer as a result thereof.

7. Notices

Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed, if to Secret Nueva, to its registered office or principal place of business and if to the Buyer, to the address stipulated in the relevant offer to purchase.

8. Liability

8.1 Secret Nueva shall accept liability to the Buyer for death or injury resulting from its own or that of its employees’ negligence.

8.2 Secret Nueva shall be under no liability whatsoever where this arises from a reason beyond its reasonable control as provided in Condition 6 or from an act or default of the Buyer.

8.3 In no event shall Secret Nueva be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or Secret Nueva had been advised of the possibility of the Buyer incurring the same.

8.4 No action shall be brought by Secret Nueva later than 2 months after the date it became aware of the circumstances giving rise to a claim or the date when it ought reasonably to have become aware, and in any event, no later than 2 months after the end of the Warranty Period.

9. Termination

9.1 On or at any time after the occurrence of any of the events in condition

9.2 Secret Nueva may stop any Goods in transit, suspend further deliveries to the Buyer and exercise its rights and/or terminate the Contract with the Buyer with immediate effect by written notice to the Buyer.

9.3 The events are:-

9.3.1 the Buyer being in breach of an obligation under the Contract;

9.3.2 the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution;

9.3.3 the making of an administration order in relation to the Buyer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Buyer’s assets;

9.3.4. the Buyer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.

10. General

10.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

10.2 No waiver by Secret Nueva of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.4 No person who is not a party to this Contract (including any employee officer agent representative or sub-contractor of either party) shall have any right under the Contracts (Rights of Third Parties) Act to enforce any terms of this Contract which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties, which the agreement must refer to Condition 3.2.

10.5 The Contract shall be governed by the laws of Malaysia and the Buyer agrees to submit to the non-exclusive jurisdiction of the Courts in Malaysia, as provided for in Clause 14.7.

10.6 Secret Nueva reserves their right to these terms and conditions of sale at any time.