ZENDDU TERMS CONDITIONS OF SALE
DEFINITION AND INTERPRETATIONS OF TERMS CONDITIONS
THE BUYER means The company or Individual contracting to purchase any PRODUCTS from Zenddu. Including any subdivision, parent or subsidiary company related to THE BUYER, or any company or individual representing or acting on behalf of THE BUYER are also subject to these Terms Conditions. THE BUYER must be a professional person or company whose business is related to the purchase of the PRODUCTS.
PRODUCTS means products of any type both existing and new STANDARD PRODUCTS or SPECIAL PRODUCTS that are sold by Zenddu to THE BUYER, and any other type of product required by or for THE BUYER.
SPECIAL PRODUCTS means PRODUCTS made for THE BUYER with THE BUYER’s own specifications or design or image or any 3rd party design provided by THE BUYER.
STANDARD PRODUCTS means all of Zenddu’s current PRODUCTS with the PRODUCTS standard specification of manufacture.
ADDITIONAL CHARGES means any additional costs incurred by Zenddu to change the PRODUCTS stated specification in any of Zenddu’s quotations, invoices and acknowledgments or by verbal agreement as requested by the THE BUYER after the PRODUCTS are in production. The costs to transport the PRODUCTS to a Distribution Loading Point (DLP) in Indonesia to fulfil THE BUYER’S order including any CONSOLIDATING of the order, packing products for export, trucking cost from factory to the Distribution Loading Point (DLP).
EXPORT COSTS means any costs including the trucking costs to transport the PRODUCTS to a designated export shipping port. To produce the DOCUMENTS to legally export the PRODUCTS from Indonesia and import the PRODUCTS into the THE BUYERS destination country. THE BUYER as the importer is legally responsible for the importation of the PRODUCTS into the destination country. The BUYER must advise the freight forwarder of all documents needed to import the PRODUCTS to the BUYERS destination country.
DEPOSIT means a sum of money paid by THE BUYER to Zenddu for the purpose of Zenddu starting to process THE BUYER’s order. The DEPOSIT must be equal to 50% of the PRODUCTS value. All SPECIAL PRODUCTS, samples and prototypes must be paid in full 100% prior to production starting with no refunds given. All orders below our minimum order value must be paid in full at the time of order.
SHIPPING CHARGES means the cost to ship the PRODUCTS from a designated port in Indonesia to a designated port anywhere in the world requested by THE BUYER. Quotes are obtained from Zenddu’s freight forwarders based on THE BUYERS shipping requirements. PRODUCTS can be shipped by ocean or air freight.
FINAL BALANCE means all sums of money still outstanding for payment by THE BUYER to Zenddu to complete THE BUYER’s order to purchase the PRODUCTS, plus all or ANY outstanding balance for the ADDITIONAL CHARGES.
OWNERSHIP OF PRODUCTS means The ownership of the PRODUCTS will remain the property of Zenddu and not pass to THE BUYER until all payments due for the PRODUCTS and any extra services and or ADDITIONAL CHARGES are paid in full and any outstanding Zenddu Sales Invoices relating to the PRODUCTS have also been paid for in full by THE BUYER to Zenddu.
INTELLECTUAL PROPERTY means any patent, registered or unregistered trademark or service mark, copyright, registered and unregistered design or mark, any application pending, any right in respect of technical or commercial information and any other form of protection.
DOCUMENTS includes, but is not limited to, inventions, improvements, document, formulae, designs, blueprints, models, samples, information, lists, price lists, catalogues, prototypes, programs, sketches, drawings, photographs, digital images, manuals, licences, certificates, export documents, export licences and product certificates, proforma invoices, sales invoices, sales acknowledgements, quotations.
CONSOLIDATING means when the PRODUCTS are manufactured in different locations and need to be transported to a strategic Distribution Loading Point (DLP) to be packed together for shipping.
TERMS CONDITIONS OF SALE
The information on our website www.zenddu.com is for general informational purposes only. Zenddu makes no representation or warranty for any of the information presented on the site, express or implied by Zenddu. Your use of the site is solely at your own risk. This site may contain links to third party content or opinions of customers and Zenddu staff, which we do not warrant, endorse, or assume liability for. Past performance doesn’t indicate future results. Results may vary and are not guaranteed.
All Prices quoted by Zenddu for any PRODUCTS are on an Ex-works basis. This means the price is from the location of manufacture and excludes any delivery/shipping/ trucking, CONSOLIDATING an order from different locations, any DOCUMENTS, licences, or certificates required to export. Prices are for the PRODUCTS standard product specification. Any alteration to the PRODUCTS standard specification may result in an increase in the price of the PRODUCTS. All prices quoted for the PRODUCTS are valid for 30 days. Quoted prices are only preliminary estimates. Actual costs could be higher.
MINIMUM ORDER (VALUE & QUANTITIES)
The minimum order value is USD $5,000 export orders and IDR 10,000,000 for local orders of mixed PRODUCTS. If the order is less than the minimum order value, Zenddu will charge a small order handling fee of USD $150 per order. The minimum order value and quantities for SPECIAL PRODUCTS will be based on an agreement between Zenddu and THE BUYER.
Consolidated & Export Packing Fee
If THE BUYER wishes to order PRODUCTS from different locations then Zenddu must consolidate them into one shipment or container, an ADDITIONAL CHARGE will apply. The PRODUCTS are transported to a strategic Distribution Loading Point (DLP). This is a location somewhere in Indonesia a central point to where the PRODUCTS are manufactured. When the PRODUCTS arrive at the DLP they are loaded onto the container or packed for shipment. Some craftsmen don’t pack the goods and in this case Zenddu will obtain quotations for the goods to be packed for export. The cost for will vary depending on the size of the order and the location and distance to transport the PRODUCTS by sea or road to a (DLP) and to load/pack the order for export. Zenddu will advise THE BUYER if there are any logistical problems with their order.
Alterations to the Specification of Production Products
THE BUYER acknowledges and agrees that if THE BUYER requests production PRODUCTS to be altered after agreeing and paying any deposit based on the PRODUCTS specification stated in Zenddu’s DOCUMENTS or any verbally discussions between Zenddu and THE BUYER, (whether a prototype / sample has been ordered and approved by THE BUYER before production or not). ANY requests to alter the specification once the PRODUCTS are in production or have been completed there will be an ADDITIONAL CHARGE with the charge being based on whatever the alterations are. If the PRODUCTS can not be changed to the requested specification without producing new PRODUCTS then the BUYER agrees the cost of the original PRODUCT must be paid in full and a new PRODUCTS ordered and paid for.
THE BUYER’S order will not go into production until Zenddu has received THE BUYER’S DEPOSIT. Delays in sending the DEPOSIT will also delay the final completion date. When the DEPOSIT has been received by Zenddu THE BUYER’S order moves to the production stage. Any order below our minimum order value 100% of the order value must be paid as a deposit. All deposits are non-refundable.
Zenddu will place an order with its manufacturers for PRODUCTS on THE BUYER’S order. Zenddu will ensure all specifications and completion dates are understood by the manufacturer. The production lead time will vary depending on the type of PRODUCTS and quantities.
All STANDARD PRODUCTS are made to order, Zenddu holds no stock. Paid samples are available THE BUYER must pay for the PRODUCT plus any delivery costs.
Standard Products with Alterations to Orginal Specification
Due to the fact most of our STANDARD PRODUCTS are hand-made, using natural materials there will be slight variations in material markings, finishing, colours and sizes. Zenddu reserves the right to change the specifications of any STANDARD PRODUCT due to the availability of raw materials or to improve the design. THE BUYER will be informed before ordering if any changes are made.
SPECIAL PRODUCTS / CUSTOMISED STANDARD PRODUCTS
Zenddu offers a service for producing SPECIAL PRODUCTS and customising STANDARD PRODUCTS. If THE BUYER has an existing product or seen a product they wish Zenddu to make, Zenddu will potentially do so, subject to THE BUYER owning the INTELLECTUAL PROPERTY and copyright authority to reproduce the design, if THE BUYER supplies to Zenddu DOCUMENTS relating to the design of PRODUCTS. Zenddu will accept the DOCUMENTS and include them in the design. Provided THE BUYER shall indemnify Zenddu against all costs, claims, damages, specifications, expenses or other liabilities arising from or in connection with such steps including any claims from any third party or another person that the designed SPECIAL PRODUCTS has infringed their INTELLECTUAL PROPERTY rights. THE BUYER must also ensure all SPECIAL PRODUCTS conform to any importing countries regulations and laws. Zenddu can produce special custom products based on THE BUYERS specifications and design. THE BUYER needs to send detailed technical drawings of the products for us to follow. If limited information is sent for example only photograph and external dimensions. In this case THE BUYER acknowledges and accepts we can only make the product based on what we see or the limited information provided and accept our interpretation of how the product is made. We strongly suggest if this is the case then THE BUYER orders a sample / prototype making before production. If THE BUYERS later requests changes to the production specification, then these changes will be calculated by Zenddu and any cost to alter the PRODUCTS must be paid in full before the alteration commences.
If THE BUYER wants a prototype / sample making of a SPECIAL PRODUCT or a customised STANDARD PRODUCT to THE BUYERS specification. Prototypes / samples are subject to the manufacturer agreeing to produce one. The prototype / Sample allows changes to be made to the design, finishes, materials used. The development and production cost of these products is charged at a rate 2.5 times higher than the quoted production price for each prototype / sample produced, plus any additional transport costs if the prototype / sample is made from components or raw materials in different locations.
Special Products / Customized Standard Products (Prototype / Sample not required)
If the BUYER decides that they don’t want a prototype / sample for a SPECIAL PRODUCT or customised STANDARD PRODUCT making. Zenddu will manufacture the product with the full quantities based on the information and specification described in the Zenddu quotation.
However, THE BUYER acknowledges that any alterations required by THE BUYER once all the PRODUCTS are in production or completed and made to the quoted specification will be chargeable by Zenddu. THE BUYER should carefully consider prior to manufacture placing an order without a prototype / sample being made as the SPECIAL PRODUCTS & customised STANDARD PRODUCT’S performance and appearance is at THE BUYERS risk and any changes charged. These charges will be calculated by Zenddu and any cost to alter the PRODUCTS must be paid in full before the alteration commences.
If the order needs exporting, The BUYER acknowledges that Zenddu can not be held responsible and It is THE BUYER’S responsibility to ensure ALL PRODUCTS being imported into the destination country by the BUYER conform to the import countries rules, regulations and laws. Including but not limited to any import licences required, import quota restrictions, restrictions on the import of any PRODUCT, restricting imports of some or all PRODUCTS from a particular country of origin, any PRODUCT type restrictions, any PRODUCT size restrictions, any PRODUCT material restrictions, specific safety regulations covering the PRODUCTS, ensure labelling and packaging meets legal requirements, PRODUCTS do not infringe intellectual property rights within the import country, any import duties and taxes. The BUYER MUST advise Zenddu in writing of any restrictions, regulations or standards required for the PRODUCTS relating to importing to the BUYERS destination country before placing an order. The BUYER acknowledges and agrees to indemnify Zenddu against any fines, loss, claims, costs or seizure of products incurred due to PRODUCTS which do not comply to the laws and regulations of the country the PRODUCTS are being imported too.
For ALL PRODUCTS Zenddu cannot be held responsible for any Product specifications not conforming to THE BUYERS countries local product regulations laws. THE BUYER must check and advise Zenddu in writing of any special requirements needed for the PRODUCTS to conform to THE BUYER’S country regulations. If Zenddu is not advised, ALL PRODUCTS will be made to Zenddu’s standard or quoted specification.
All Zenddu’s STANDARD PRODUCTS come with a 12-month limited manufacturing warranty from the date of the final sales invoice. The limited warranty only covers manufacturing defects . In the unlikely event of a manufacturing defect Zenddu request that THE BUYER notifies them in writing with details of the problem, including photos, condition of delivery, information on its usage, a copy of Zenddu’s Sales Invoice and THE BUYER’s Purchase order. The faulty item must be returned to Zenddu at THE BUYERS cost. After a claim has been verified, Zenddu will organise the appropriate steps for repair or a replacement in a timely and cost-effective manner for all parties. The fixed or replaced item can be shipped with THE BUYERS next order or sent to THE BUYER at THE BUYERS cost. We offer NO REFUNDS.
Zenddu can not be held responsible for any PRODUCTS that have been damaged, scratched, chipped caused in transit or due to misuse from their intended purpose. Our warranty doesn’t cover wear and tear usage.
Many of Zenddu’s PRODUCTS are upcycled, repurposed or are new PRODUCTS using reclaimed or recycled raw materials. Zenddu also uses many natural materials, which can have natural imperfections and defects which are beyond Zenddu’s control. Such imperfections and defects are not considered a manufacturing defect but add to the product’s uniqueness and beauty. These imperfections and defects are not covered under Zenddu’s warranty. Zenddu ensures all STANDARD PRODUCTS are produced in good condition and are fit for the purpose intended.
Zenddu cannot be held responsible for damage caused in transit, or due to improper handling or storage. Zenddu recommends THE BUYER to take out insurance on all orders for shipping damage or loss. Any goods damaged in transit a new PRODUCT will need to be ordered and paid for.
SPECIAL PRODUCTS AND CUSTOMISED STANDARD PRODUCTS: Zenddu cannot always guarantee the PRODUCTS’ performance, and as such, we cannot be held responsible for problems due to poor design, wrong specifications specified by either THE BUYER or third parties for the production of SPECIAL PRODUCTS or any requests made by THE BUYER or third parties to alter the specification of a STANDARD PRODUCT. All SPECIAL PRODUCTS and customised STANDARD PRODUCTS should be carefully considered by THE BUYER prior to manufacture. THE BUYER acknowledges Zenddu offers no warranty or guarantee for the performance of a SPECIAL PRODUCT or customized STANDARD PRODUCT and the products performance and appearance is at the risk of THE BUYER.
All images are used for illustrative purposes only. Pictures of products were taken in different light conditions and using various photographic equipment. All images are meant to be samples only and are not intended to provide a perfect match to the actual product color. Colors and photo size may vary based upon your screen resolution and other computer settings outside of Zenddu’s control. The photo may differ from the actual product due to reproduction limitations of the photograph and limitations of viewing photos at different resolutions, hue, brightness, contrast, and other screen variations.
All images and colours are not intended to form part of any contract or warranty.
When THE BUYER’s order has been manufactured Zenddu’s quality control staff will travel to each location where the PRODUCTS are being made to inspect the PRODUCTS. The inspection is a FULL quality control inspection of all PRODUCTS on THE BUYER’S order. This includes counting every item to make sure the right quantities have been produced, checking ALL PRODUCTS meet the right specifications, and a physical inspection of every PRODUCT for any signs of defects (including scratches, marks, finishes, stability etc) All wooden items are moisture tested. Any PRODUCTS not meeting Zenddu’s high standards are rejected and reworked until they reach the necessary standards required. If any item is reworked and fixed in time to meet the shipping date Zenddu will advise THE BUYER immediately and a decision is made by THE BUYER to ship the rejected product separately once complete, add the rejected item to the next BUYERS order or cancel the faulty item.
After the Quality inspection has been completed Zenddu will send to THE BUYER a full Quality Control Inspection report including photographs of all the PRODUCTS ordered. The report includes Quantity ordered vs Quantity manufactured, number of items which passed the first inspection and percentage of rejects. Moisture level percentage for wooden PRODUCTS and pictures of how the products will be packed after the inspection. The Quality inspector will write a brief summary of the inspection.
For orders that are less than USD $10,000 Zenddu does not visit the factory as it’s not economical but asks the manufacturer to send us photographic evidence of the finished PRODUCTS before and after packing.
The information from the quality control inspection is very important for Zenddu as we use this information to monitor the manufacturer’s performance on an ongoing basis as well as their ability to deliver on time. Based on this information if we find a manufacturer not performing to our expectations then Zenddu will discuss with the manufacturer how they need to improve. If the supplier’s performance does not improve then the supplier will be removed from Zenddu’s preferred supplier list.
All PRODUCTS are packed for export shipping. The packing materials used will vary depending on the PRODUCTS, Generally, most goods are packed with foam sheet and corrugated paper, or boxed. Fragile large items, for example, large ceramic pots are packed in wooden crates. Products can also be boxed to customer requirements and specifications.
Some craftsmen don’t the pack goods and in this case Zenddu will obtain quotations for the goods to be packed for export by the freight forwarders.
FINAL BALANCE & SHIPPING
Approximately, two weeks BEFORE THE BUYER’S order is due for completion, Zenddu will send THE BUYER a Sales Invoice and it’s now Zenddu requires the FINAL BALANCE to be paid. However, if the PRODUCTS need CONSOLIDATING from different factories and locations the FULL FINAL BALANCE maybe due sooner, it becomes due once the first factory has completed the production as they will now need paying in full and the goods transported to the loading distribution point. The remaining factories will be paid as and when they complete the production of THE BUYER’S order. It is important THE BUYER pays the FULL FINAL BALANCE immediately as delays in sending payment can mean delays or even missing shipping deadlines and additional storage costs will be charged to the BUYER if the balance is not paid before the freight forwarder is scheduled to collect the BUYERS order. Current storage charges are US $0.75 / CBM / Day.
Export Documentation & Trucking to Port
If THE BUYER / Consignee wishes for Zenddu to organise the exporting of the PRODUCTS, THE BUYER / Consignee acknowledges and accepts that Zenddu is only acting as an intermediary assisting THE BUYER / Consignee to organise the export of the PRODUCTS with a freight forwarder. All payments for export charges are paid direct to the freight forwarder and NOT Zenddu. THE BUYER / Consignee agrees to indemnify Zenddu against any fines, actions or costs incurred due to PRODUCTS arriving with incorrect DOCUMENTS or legally unfit to be imported into the destination country. Zenddu highly recommends THE BUYER / Consignee consults with the importing government’s customs department and or an importing agent from the destination country to ensure all orders and PRODUCTS meet the legal importing requirements of the destination country. As the importer THE BUYER / Consignee is legally responsible to make sure all PRODUCTS imported meet the legal requirements of the destination country. THE BUYER / Consignee should advise the freight forwarder of any special import requirements. Zenddu will contact the freight forwarders who will arrange for any export DOCUMENTS to legally export the goods. The export DOCUMENTS cost is based on the manufacturer’s ability to export legally. If the manufacturer can export legally and the order is from ONE manufacturer then there will be no additional cost. However, if THE BUYER / Consignee order is from multiple manufacturers and some or all cannot legally export or from ONE manufacturer who cannot legally export then there will be a charge to export the PRODUCTS legally. Zenddu will also get quotations from their freight forwarders to transport the PRODUCTS from either the manufacturer’s location or the Distribution Loading Point (DLP) to the shipping port.
If THE BUYER asked Zenddu to organise shipping of the PRODUCTS to THE BUYERS location, Zenddu will obtain a quotation from one freight forwarder which is valid for 7 days and to be used as a guide for THE BUYER for the export and shipping costs.
If The BUYER wishes to proceed then all payments for exporting and transport costs (Ocean freight / Air freight) are paid direct to the freight forwarder NOT Zenddu. The BUYER can also use their own freight forwarding company as long as they are capable of exporting legally from Indonesia.
SHIPPING TERMS CONDITIONS
THE BUYER / Consignee acknowledges and accepts that the goods are sold by Zenddu on an Ex-works basis. THE BUYER / Consignee acknowledges and accepts ALL risk passes from Zenddu to The Buyer / Consignee as soon as the goods have been collected by any freight forwarder / shipping / trucking / courier company.
If THE BUYER wishes for Zenddu to organise any shipping of the PRODUCTS, THE BUYER / Consignee acknowledges and accepts that Zenddu is only acting as an intermediary assisting THE BUYER / Consignee to organise the export and shipping of the PRODUCTS and Zenddu cannot be held responsible for but is not limited to any lost goods, late or wrong delivery, incomplete or wrong documents, damage caused by warping, splitting or any other detrimental or environmental effects caused by shipping the PRODUCTS, any damage caused due to improper handling or storage. Zenddu highly recommends all orders and PRODUCTS are insured for loss or damage while in transit by THE BUYER. In the event that goods arrive damaged, the BUYER acknowledges that any claims for damaged goods caused in transit are between the BUYER and the freight forwarder or shipper and the BUYER agrees to indemnify Zenddu against any loss, actions or costs incurred due to PRODUCTS arriving in a damaged or unfit state.
All export & import documentation to be produced, shipping dates, arrival dates, etc are between the The Buyer / Consignee and the freight forwarder. The Buyer / Consignee acknowledges Zenddu is not responsible for any any errors in any documents produced for the export and import and are the responsibility of the THE BUYER / Consignee to check with the freight forwarder.
Normally, the freight forwarder has a local partner from THE BUYER’S destination country who will contact THE BUYER to arrange any customs clearance, import tax and transport costs to THE BUYERS warehouse, shop or final destination. THE BUYER pays this cost directly to them.
A provisionary booking will be made by the freight forwarder on a shipping vessel. It is time critical that THE BUYER sends the FINAL BALANCE and any additional charges to meet the shipping deadline, as the order cannot be collected from Zenddu until the FINAL BALANCE and any additional charges has been received in full.
CANCELLING AN ORDER
THE BUYER should contact Zenddu immediately. Any payment made will be forfeited by THE BUYER. All payments for orders are non-refundable. (Production starts as soon the deposit payment is recieved from the THE BUYER)
If THE BUYER’S order is already in production as all PRODUCTS are made to order specifically for THE BUYER Zenddu will raise the Final Sales Invoice for the total value of the order and require payment of any outstanding balance. THE BUYER acknowledges and agrees that THE BUYER must pay immediately in full. Once the outstanding balance is recieved THE BUYER can collect the PRODUCTS if they wish in the state from when the order was cancelled. If any outstanding payment is not recieved within 28 days from the date on the Final Sales Invoice then the PRODUCTS will be discarded by Zenddu to recover any outstanding monies owed by THE BUYER.
All SPECIAL PRODUCTS and customised STANDARD PRODUCTS prototypes and samples must be paid for in full 100% in advance before the development with no refunds given for any cancellation for whatever reason.
CONFIDENTIALITY AND PERSONAL DATA
Any DOCUMENTS or information relating to the BUYER or information gathered by registering on our website shall be held on a secure server by Zenddu. Zenddu and its 3rd party partners use the latest web security systems in accordance with the requirements of the Data Protection Act. The BUYER or registered user accepts Zenddu and its 3rd Party partners endeavor to hold all information in a secure environment, however, breaches in security through misdemeanor and hacking are possible. The BUYER or registered user acknowledges that all information held either personal or business which relate to the Buyer or registered user will be classed as available for public display.
Nothing in these Terms Conditions of Sale shall give either Zenddu or the BUYER any rights in respect of any trade names or trademarks used by the other concerning their business or of the goodwill associated therewith, and Zenddu and the BUYER hereby acknowledges that, except as expressly approved in writing, it shall not acquire any rights in respect thereof and that all such rights and goodwill are, and shall remain, vested to each party.
For the purposes of these Terms Conditions of Sale “Force Majeure” is, relating to any circumstances beyond the reasonable control of Zenddu (including, without limitation, any strike, lock-out or other form of industrial action, natural disasters, war, acts of terrorism, pandemics).
If any Force Majeure occurs concerning Zenddu which affects or may affect the performance of its obligations under these Terms and Conditions of Sale, it shall forthwith notify the BUYER as to the nature and extent of the circumstances in question. Zenddu shall not be deemed to be in breach of these, or shall otherwise be liable to the BUYER, by reason of any delay in performance, or the non-performance, of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the BUYER, and the time for performance of that obligation shall be extended accordingly.
NATURE OF TERMS
Nothing in Zenddu Terms Conditions of Sale shall create, or be deemed to create any partnership between Zenddu and the BUYER. This document contains the entire Terms and Conditions of Sale between Zenddu and the BUYER with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorized representatives of Zenddu. If any provision of these Terms and Conditions of Sale is held by any court or other competent authority to be invalid or unenforceable in whole or in part, these Terms and Conditions of Sale shall continue to be valid as to its other provisions and the remainder of the affected provision. Zenddu may subcontract the performance of its obligations under these Terms Conditions of Sale.
Zenddu reserves the right to update and amend its Terms Conditions of Sale. Amended and updated Terms will make the current Zenddu Terms and Conditions of Sales void. The latest Terms and Conditions of Sale will be sent to the BUYER and will supersede any other Zenddu Terms and Conditions of Sale.
DISPUTES / JURISDICTION
Zenddu terms conditions shall be governed by the law of Indonesia and any dispute, question or remedy howsoever arising determined exclusively by the courts of Indonesia.