This Website ("Website") is for consumers wishing to order and purchase products, including but not limited to Philips products, parts and/or accessories as displayed on the Website ("Products") for delivery in Indonesia. References to "we" or "us" in these Terms shall refer to any of PT Tunas Wijaya Laksana and/or its subsidiaries, holding companies, associated companies, affiliates, agents, contractors, subcontractors, or service providers. These Terms set out the terms and conditions under which the Products are offered for sale on this Website and any other services related to such sale of the Products ("Services"). By using this Website and ticking the “I have read and agree to these Terms” box on the Order Form (defined below) and submitting the Order Form, you accept and agree to be bound by and to comply with these Terms.
|1.2||By using the Website, you guarantee that you are legally competent to bind yourself into a valid agreement in accordance with the laws of the Republic of Indonesia. If you are an institution or a legal entity, you have guaranteed your compliance with all of the requirements provided by the laws and regulations and have sufficient corporate documents to bind your institution or legal entity to the provisions of these Terms.|
To place an order for a Product on the Website ("Order") and use our Services: (i) you represent and warrant that you are at least 18 years of age; and (ii) you must provide your mobile phone number and be accessible by telephone in Indonesia and have a valid e-mail address.
To place an Order on the Website, you must:
(a) create an account on the Website ("Account") using a valid e-mail address and log into such Account; and
(b) complete the order form ("Order Form") on the Website for the relevant Product(s) and click on the appropriate Order submission button. You shall be responsible for ensuring the accuracy of the Order.
After you have placed your Order, we will issue you with an order number ("Order Number") via the Website. Please note that the Order Number is supplied for reference only and does not constitute our acceptance of your Order.
By placing an Order, you make an offer to us to purchase the Product(s) you have selected in your Order Form subject to these Terms. We may or may not accept your Order at our sole discretion, and we will notify you of our acceptance by issuing an order confirmation via e-mail ("Order Confirmation"). Each Order accepted shall constitute a separate contract ("Customer Contract") between us, and the Customer Contract will be effective as of the date and time on which the Order Confirmation is sent to you. Save as expressly provided under these Terms, Orders submitted by you are irrevocable, unconditional, and binding on you and cannot be cancelled after submission.
|2.5||You acknowledge that unless you receive the Order Confirmation, no Customer Contract shall exist between us. If we cannot accept your Order for any reason whatsoever, we will attempt to contact you by e-mail/SMS/telephone.|
We agree to sell the Products stated on the Order Confirmation and perform the Services subject to these Terms. You acknowledge that all Products and Services are provided on an "as is", "as available" basis only and that certain Products sold have no warranty period. You represent and warrant that you have not relied on any term, condition, warranty, undertaking, inducement, or representation, whether made by or on behalf of us or otherwise, or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by us or any third party, save only for terms stated expressly in writing by us in a Customer Contract or otherwise.
While we endeavour to provide an accurate description and depiction of the Products on the Website, please note that such description and/or depiction of the Products (including but not limited to size, colour, and design) may differ from the actual Products and there is no warranty that any description and/or depiction is accurate, current or free from error.
|3.3||Title to and risk of loss of your purchased Products will pass to you when the Products are delivered to your specified address.|
All prices listed on the Website are in Indonesian Rupiah. The applicable price of any Product shall be the price published on this Website at the time you submit your Order, save in the event of manifest error or fraud. The prices published on the Website are inclusive of taxes applicable to the Products and the Services, but exclusive of any delivery fees, which will be calculated separately. The final price stated on the Order Form shall be the total amount payable by you for the purchased Product.
|4.2||You represent and warrant that all Products purchased by you are for your private use only and you shall not re-sell the Product.|
You may pay for your Products via the methods of payment accepted by us from time to time. When you place an Order, actual payment will be charged upon submission of your Order Form and our receipt of payment confirmation from the relevant payment service provider. The payment methods may be subject to additional terms from the payment service provider, us, or other relevant third parties, from time to time. You agree to comply with the terms imposed by the relevant payment service provider(s), us, or other relevant third parties, at the relevant time. You may not claim against us for any failure, disruption, or error in connection with the payment methods. We reserve the right to modify or discontinue, temporarily or permanently, any payment method, at any time, without giving notice to you or giving any reason.
All payments must be made in Indonesian Rupiah.
|5.3||We shall not be obliged to process your Order until we receive payment confirmation from the relevant payment service provider(s). If you pay by credit card, we reserve the right to verify your identity as the credit card holder by requesting appropriate documentation.|
Orders will only be delivered to addresses in Indonesia. A separate Order Form must be submitted for each delivery address.
If stock is available for a Product, reasonable efforts will be used to deliver the Product to you within 3 (three) – 10 (ten) business days. Time for delivery shall not be of the essence and any delivery time frame conveyed to you (whether under these Terms or otherwise) is an estimate only. We shall not be liable for any loss, damage, liabilities costs, or expenses (including Economic Loss (defined below)) ("Loss") arising from or in connection with any failure to deliver the Products to you in accordance with any delivery time frame.
|6.3||You will be notified via e-mail when your Order has been dispatched. A maximum of 2 (two) delivery attempts will be made. If you fail to take delivery of the Products after the second attempt, the Products will be returned to the sender.|
Fulfilment of your Order is subject to availability of the Products. The Website is updated from time to time but in some instances a Product may be unavailable between updates. If any Product you ordered is or becomes out of stock, your collective Order may be delayed. In such event, your Order shall be subject to Clause 8:
(a) if a Product is marked “Limited Stock” on the Website before you submit the Order Form, you may instead pre-order such Product ("Pre-Order") via the Website and Clauses 3 to 7 shall apply to such Pre-Order as appropriate. An estimate of the expected delivery or collection date and/or time (as the case may be) will be notified to you by e-mail/SMS/telephone call, which may take between 6 (six) to 8 (eight) weeks; or
(b) if a Product is out of stock after you submit the Order Form, we reserve the right to delay fulfilment of your Order until stock for such Product is available. As soon as practicable, an estimate of the delay and expected delivery or collection date and/or time (as the case may be) will be notified to you by e-mail/SMS/telephone call. If the delay exceeds 7 (seven) business days from the date of your Order Confirmation ("Delay Period"), you may cancel the Order by contacting our Call Centre (defined below) as set out in Clause 8.1 and request a full refund.
If the Product you received is (i) fundamentally different from the Product stipulated in your Order Form; or (ii) defective or incomplete, you may exchange your Product for a correct or new Product (as the case may be). For Philips Products, please contact the Call Centre ("Call Centre") via telephone at +628001401473 between 8am to 5pm from Monday to Friday, or WhatsApp +628111401476 between 8am to 4pm from Monday to Saturday, to request an exchange. The Call Centre is operated by a third party, who may require you to provide your information and/or details of the Product to assess your request (including but not limited to images of the Product and evidence of defects). For other Products, please contact us via methods as listed on the Contact Us page on our Website. If an exchange is approved, we will arrange for the exchange to be conducted at the address stipulated in the Order Form or such other address as we may agree. The remedy set out in this Clause 8.1 shall be the sole and exclusive remedy for any non-conformity of or defects in the Product.
Without prejudice to any other rights or remedies available, we may cancel any part of the Customer Contract or terminate the Customer Contract with immediate effect by written notice to you in the event of any of the following:
(a) any Product in your Order becomes unavailable for any reason whatsoever (including if any Product is discontinued or the stock becomes no longer available);
(b) a Product has been mispriced on the Website;
(c) you breach any provision of the Customer Contract and/or these Terms; and/or
(d) you are or become subject to any bankruptcy or insolvency proceedings or are unable to pay debts in any jurisdiction, or make any arrangement or composition with creditors.
If cancellation or termination (as the case may be) occurs pursuant to Clause 8.2(a) or Clause 8.2(b), you may seek a full refund for the cancelled or terminated Customer Contract. For the avoidance of doubt, any part of the Customer Contract unaffected by the cancellation or termination shall continue to be valid and payable by you. All refunds under these Terms will be processed within 5 (five) to 10 (ten) business days.
Save as set out in Clause 8 of these Terms, there shall be no exchange, return or refund of any Product ordered once an Order Form has been submitted (including but not limited to situations where you had ordered the wrong Product or changed your mind after ordering a Product). All requests for refunds and exchanges under these Terms must be made within 7 (seven) business days of the end of the Delay Period (if made pursuant to Clause 8.1(b)) or your receipt of the Product (if made in any other scenario).
These Terms set out the full extent of our obligations and liabilities in connection with the sale of the Products and/or the Services on the Website.
No warranty or representation whatsoever is made as to the quality, merchantability, or fitness of any Product and/or Services. Save for the remedies expressly set out herein, any claim arising from or in connection with any Product should be directed to the relevant manufacturer of such Product. To the fullest extent permitted by law of the Republic of Indonesia and save as expressly set out in these Terms, all warranties (whether expressed or implied) are expressly excluded, including but not limited to warranties regarding the quality, merchantability, or fitness for purpose of any Product, and we shall bear no liability for any Loss arising from or in connection with any Product and/or the Services.
Without prejudice to the generality of Clause 9.2:
(a) no warranty or condition is made or implied as to the life or wear of the Products supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to us;
(b) we shall not be liable for any acts or omissions by you or any third party (including any service provider(s) providing any of the Services) and any consequences thereof (including but not limited to improper remedy of any defects, alteration of the Products without our prior agreement, addition and insertion of parts to the Products, in particular regarding spare parts which are not provided by us and/or the original manufacturer, and/or where Products have not been paid for in cleared funds); and
(c) notwithstanding these Terms, we shall not be liable for any loss of profits, anticipated savings, revenue, reputation, goodwill, or any other indirect, incidental, punitive, special, or consequential loss (collectively referred to as the "Economic Loss") arising out of or in connection with these Terms.
Our aggregate and cumulative liability in respect of all claims arising out of or in connection with these Terms ("Claim") shall not exceed the amount paid by you to us under the relevant Customer Contract. Any claim must be notified to us within 7 (seven) business days of the date of the event giving rise to any such Claim, and any legal proceeding in relation to any such Claim must be filed within 6 (six) months as of the notification of such Claim to us. Any Claim or legal proceeding that is not notified to us or not filed (as the case may be) in accordance with this Clause shall be deemed invalid.
To the extent that it is permitted by the applicable laws, you agree to indemnify us, directors, commissioners, employees, or agents from each and every claims, losses, obligations, damages, and fees that occur due to:
(a) your misuse of the Website;
(b) your breach of these Terms;
(c) your breach to the rights of third parties, including but not limited to the intellectual property rights therein, ownership rights, or privacy rights;
(d) each complaint and/or claim from content that you upload on the Website that incurs damages to other parties; or
(e) breach of laws that caused the loss of third parties
The indemnification shall still survive and applicable although the Terms are considered to be over and you are no longer using or accessing the Website.
You acknowledge that we may disclose Confidential Information to you under these Terms and/or any Customer Contract. You shall keep all Confidential Information confidential and not disclose the same to any third party.
Confidential Information under these Terms means any information, whether written, oral, visual, electronic, or in other forms (a) which is proprietary or confidential or trade-sensitive in nature to us or from which we derive competitive advantage in connection with our business, including without limitation to information relating to our organisation, business, intellectual property affairs, operations, assets, finances, shareholders, trade secrets, know-how, technology, processes, inventions, customers, suppliers, business associates, price lists, budgets, and financial information; or (b) which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone.
|You shall not assign any rights or obligations under these Terms to any party without our prior written consent. You shall have no right to withhold or reduce any payments to us or to offset any existing and/or future claims you may have against any payments due to us under these Terms, or any other agreement that you may have with us or any of our affiliates, and undertake to pay any amounts due to us hereunder regardless of any claimed offset which may be asserted by you or on your behalf.|
You may access your transaction records and check your Order status by logging into your Account and entering your Order Number.
We shall not be liable for any breach, error, interruption, or delay in the performance of our obligations under these Terms and/or any Customer Contract if it arises, in whole or in part, directly or indirectly, from a Force Majeure Event.
If a Force Majeure Event occurs, the performance of our obligations under these Terms and/or any Customer Contract will be suspended for the period such Force Majeure Event, and we shall not be responsible or liable to you for any Loss resulting therefrom. In the event the Force Majeure Event continues for a period of 3 (three) consecutive months or more (or we reasonably expect such Force Majeure Event to continue for a period of 3 (three) consecutive months or more), we shall be entitled to cancel the Order without any liability to you.
For the purposes of these Terms, "Force Majeure Event" shall include any act, event, omission, accident, circumstance, or occurrence beyond our reasonable control, whether or not foreseeable at the time of your Order, including but not limited to strikes, failure of a utility service or transport or telecommunications network, interruptions in manufacturing, breakdown of plant or machinery, acts of God, acts of any governmental authority, war, riot, civil commotion, malicious damage, epidemic or pandemic (including COVID-19), or any default or suppliers or sub-contractors.
These Terms shall be governed by and construed in accordance with, the laws of Indonesia. The applicability of the United Nations Convention on Contracts for International Sale of Goods is hereby expressly excluded. A person who is not a party to these Terms shall have no right under the applicable Indonesian laws to enforce any provision in these Terms.
|14.2||We shall use reasonable endeavours to resolve any disagreements quickly and efficiently. Any dispute arising out of or in connection with these Terms must be (i) discussed amicably with us, or (ii) by filing for mediation at the Badan Arbitrase Nasional Indonesia ("BANI") in accordance with BANI's Mediation Procedure in force for the time being. Either of us may submit a request to mediate to BANI upon which the other party will be bound to participate in the mediation within 10 (ten) business days thereof. Unless otherwise agreed by you and us, the mediator(s) will be appointed by BANI. The mediation will take place in Indonesia in the English language and you agree to be bound by any settlement agreement reached. If such dispute has not been settled pursuant to mediation within 30 (thirty) business days of the commencement of the mediation (or such other period as the parties may mutually agree), the parties agree to thereafter submit to the exclusive jurisdiction of the courts of Indonesia.|
If at any time any provision of these Terms shall be or shall become illegal, invalid, or unenforceable in any respect, the legality, validity, and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby and shall continue in force as if such illegal, invalid, or unenforceable provision was severed from these Terms.
Our failure to enforce any provision of these Terms shall not constitute a waiver of such term. Such failure shall in no way affect our right later to enforce such a term. Our rights and remedies under these Terms are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms, or at law or in equity, shall operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.
We reserve the right to amend, add to or otherwise vary any provision of these Terms at any time without prior notice. Such changes however will have no effect on Orders that were submitted before the revised Terms have been posted on this Website. You shall be bound by the Terms so amended. In any event, if you continue to use the Services provided by us after such amendment, you shall be deemed to have accepted the amendments to the Terms. We reserve the right to upgrade, modify, suspend, discontinue or remove, whether in whole or in part, this Website and any services provided on this Website.
Any typographical, clerical, or other error or omission in any acceptance, invoice or other documents (electronic or otherwise) issued by us shall be subject to correction without any liability on our part.
We reserve the right to delegate or sub-contract the performance of any of our obligations under these Terms and to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.
These Terms shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications, and agreements with respect to the subject matter hereof.
|15.7||If you have any questions or complaints, including if you wish to purchase a Product that is not on our Website, you may contact us via the methods as listed on the Contact Us page on the Website, subject to availability of stock for such Product at the relevant location, place a physical Order for any Product on our Website, or seek repairs for any Products purchased from us.|