General Terms and Conditions
SISTEM RKK SDN BHD – GENERAL TERMS AND CONDITIONS OF SALE
Our General Terms and Conditions of Sale shall exclusively apply to all contracts between us and our clients and all goods and services (“Goods”) sold by Sistem RKK Sdn Bhd (“Seller”) to all the Buyer . Any differing conditions or terms of buyer are herewith objected to and shall not apply. Any agreement affecting the execution of this contract must be in writing.
2. Offer and conclusion of contract
2.1 Samples and catalogues are to be considered non-binding material for illustration and/or test purposes, giving only an approximation of properties and specification. The weight, volume or gage of the goods measured upon shipment is valid.
2.2 All sales quotations will automatically expire 14 calendar days from the date issued unless otherwise agreed and may be terminated by Seller within such period by written notice to Buyer.
2.3 All orders made by Buyer to Seller shall be in writing and shall require a formal acceptance by Seller in writing and such order and concurring order acceptance shall represent the formal and binding contract between Seller and Buyer in accordance with the terms and conditions appearing herein (“Contract”).
2.4 The description and specification of the Goods shall, subject as provided in the Contract, be specified in the order from Buyer and concurring order acceptance of Seller.
2.5 The price of the Goods is set out in the Contract (hereinafter refer to as “Purchase Price”).
3. Price of the Goods
3.1 All other prices of Goods published by Seller are intended to be for general information only and are subject to change without prior notice.
3.2 Prices valid at date of delivery will be applied.
3.3 We reserve the right to adapt prices, for confirmed orders as well, to reflect any increase in our costs, for any reason beyond our control, like force majeure, Act of God, shortage of primary material or labor, strikes, official orders, transportation or similar problems, if this increase happens after confirmation of order but before delivery of goods.
3.4 Our prices are subjects to Sales and Service Tax (SST) following Royal Malaysian Customs Department department time to time.
4. Terms of Delivery
4.1 Seller shall deliver the Products to the place of delivery designated by Buyer and agreed to by Seller (“Place of Delivery”).
4.2 Seller may, at its discretion, deliver the Products by installments in any sequence. Where the Products are so delivered by installments, each installment shall deem to be the subject of a separate contract and no default or failure by Seller in respect of any one or more installments shall vitiate the Contract in respect of Products previously delivered or undelivered Products.
4.3 Any dates quoted by Seller for the delivery of the Products are approximate only and shall not form part of the Contract. Seller shall not be liable for any delay in delivery of the Products and/or services, howsoever caused.
4.4 Buyer shall be deemed to have accepted the Goods unless within 7 days from the date of delivery or completion of normal installation procedures (if Seller is obliged to install the Goods under the Contract), it gives Seller notice in writing of any defect in the quality or condition of the Goods or of their failure to correspond with any specification or description.
4.5 Confirmed delivery dates are not fixed dates, unless stated otherwise. We reserve the right to postpone delivery in the case of force majeure for the duration of the obstruction plus a reasonable period of recuperation. Should delivery have become impossible by an act beyond our control we reserve the right to partially or completely rescind the contract. Strikes, unforeseeable events or interruptions of operations are considered force majeure, should we have no influence over these events. Failure to comply by a supplier only gives us the right to rescind the contract, if a replacement deal was made and failed to comply. We reserve the right to partial deliveries unless the client has no interest in them. Unless failure to comply or delay of delivery was caused by us, our lawful representatives or auxiliary persons by gross negligence or intentional acts, we will not be liable for noncompliance. Unless agreed otherwise, delivery is made from the seller’s premises. Goods travel at cost and danger of client, unless agreed otherwise.
5. Order, Price Terms of payment
5.1 The minimum order value is RM500 per sales order.
5.2 Buyer shall not be entitled to deduct, set-off or to withhold payment of any part or all of Purchase Price for any reason whatsoever.
5.3 Unless agreed otherwise / credit terms have been expressly agreed by the Seller in writing, our invoices are to be paid immediately upon receipt of invoice/ payment of Purchase Price shall be made in full before the delivery of the Goods / merchandise. Should client/buyer fail to comply within 30 days, he will automatically be in default of payment. Payment is considered made when it is at our disposal. Detention of payments or balancing of payments against claims of buyer against seller is not allowed. If buyer fails to make payment by due date, without prejudice to any other right or remedy available to the seller, we are entitled to charge the buyer interest on the unpaid amount at the rate of 1.5% per month . Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the total overdue amount, whether before or after judgment.
5.4 Should Buyer default in paying any sum due under the Contract as and when such sum becomes due, Seller shall have the right either to (i) suspend further deliveries and/or cease any services on site until the default be made good or (ii) immediately cancel the Contract in respect of any balance of Goods then due for delivery and/or installation then due for completion.
5.5 Buyer shall be charge at the rate of 30% of the Purchase Price for any cancellation of the Order.
6. Retention of Title
6.1 Notwithstanding delivery or passage of risk in the merchandise, property of merchandise shall not pass to the buyer until full payment of all our claims against the buyer, regardless of their grounds, was made.
6.2 Title to and risk in the products shall pass to the Customer upon delivery of the Products to Customer. Title to those Products, which are software, shall remain with the applicable licensor(s) at all material times.
7.1 Software purchase from SRKK (the Seller) Limited Warranty gives Buyer a period of 90 days of Complimentary Limited Technical Support by phone or email without a fee. Thereafter, there may be an additional service fee for SRKK ( the Seller) helpdesk phone or email support and other support methods—including onsite service support. Software manufacture website support is available without fee any time.
7.2 During the 90-days limited warranty period, in the event the customer/buyer could not install or the license could not active due to lack of knowledge with the newer version of software, SRKK ( the Seller) will provide customers/buyer with remote assistance (by phone and/or by email) for installation and configuration.
7.3 Buyer shall not acquire any right or title to trademarks, design, copyright, patents or any other intellectual property rights in the Goods. These rights shall remain with the manufacturers of the Goods concerned.
7.4 Goods, which are software products, are sold subject to the terms and conditions of their respective anufacturer’s license agreement. Buyer acknowledges its obligations to abide by such license agreements. Buyer acknowledges that Seller does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.
7.5 All rights, title or interest in respect of the intellectual property rights in the software remain with Seller or the licensor of the software at all material times.
8.1 Seller will and subject to the manufacturers’ terms and conditions, pass through to Buyer the manufacturer’s warranty where applicable. Such warranty shall not apply to Goods which serial numbers have been altered or removed, nor to Goods which are damaged due to abuse, neglect, operation under abnormal environmental conditions or repair other than as authorized by Seller.
8.2 Unless otherwise provided in the Contract, Seller makes no other warranties, whether express or implied, ncluding but not limited to the implied warranties of merchantability or fitness for a particular purpose, and all such warranties are expressly excluded to the extent permitted by law.
9.1 Each party may at any time propose changes in the schedule or scope of Products or Services. Seller is not obligated to proceed with any change until both parties agree upon such change in writing. The written change documentation will describe the changes in scope and schedule, and the resulting changes in price and other provisions, as agreed.
9.2 The scope, Contract Price, schedule, and other provisions will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change, after Seller’s proposal date, in Buyer’s Site-specific requirements or procedures, or in industry specifications, codes, standards, applicable laws or regulations. Unless otherwise agreed by the parties, pricing for additional work arising from such changes shall be at Seller’s time and material rates.
9.3 It shall be acceptable and not considered a change if Seller delivers a Product that bears a different, superseding or new part or version number compared to the part or version number listed in the Contract.
10. SERVICE AND TECHNICAL SUPPORT
10.1 Seller will provide general service and technical support to Buyer accordance with the then-current service and technical support policies in effect. Service and support offerings may vary from product to product. If Buyer purchases optional services and support as listed on Seller’s invoice, Seller will provide the optional service and support to Buyer in accordance with the then-current terms and conditions as stated in the contract. Seller has
no obligation to provide service or support until Seller has received full payment for the Product or service/support contract for which service or support is requested.
11.1 To the extent permitted by law, Seller’s total liability to Buyer arising under or in connection with the Contract, whether arising in contract or in tort (including negligence-subject to strict proof), shall be limited to RM3,000.00 or the Purchase Price under the Contract, whichever is lower.
11.2 Subject to the cap stated in Clause 26, Seller shall not be liable for any losses, damages, costs and expenses directly or indirectly suffered by Buyer (including but without limitation to, loss of profits, loss of savings, loss of goodwill, loss of revenue or loss of contracts incurred by Buyer, whether anticipated or actual, or any special indirect or consequential damages of any nature whatsoever) or any action, claims and proceedings taken against Buyer by any third party or parties in connection with, incidental to and consequential upon the purchase, operation and use of the Goods, including but without limitation to, any losses and damages resulting from the interruption or failure in the operation of the Goods.
12.1 Seller shall be entitled to terminate the Contract with immediate effect by giving written notice to Buyer if:
(a) Buyer fails to pay any sum under the Contract on its Due Date and remains in default after 14 days of a notice in writing to Buyer to make such payment; or
(b) Buyer suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, insolvent or unable to pay its debts as they fall due for payment or admits inability to pay its debts; or
(c) Buyer enters into any composition or arrangement with its creditors; or
(d) an order is made or resolution is passed, or any analogous proceedings are taken for the winding-up, administration or dissolution (other than for the purposes of a solvent amalgamation or reconstruction) of Buyer; or
(e) any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over or in respect of Buyer or any part of its business or assets; or
(f) any distress or execution is levied upon any of Buyer’s property; or
(g) any Force Majeure Event prevents Seller from performing its obligations under this Contract for any continuous period of 90 days; or
(h) Buyer is in breach of a Contract and fails to remedy the breach within 14 days after being notified in writing by Seller of such breach.
12.2 Upon termination pursuant to Clause 12 above, Seller shall have the right to (i) suspend further deliveries, (ii) cease any services on site and/or (iii) retain any deposit paid by Buyer regarding the Goods.
12.3 Termination of the Contract shall not prejudice any of the parties’ right and remedy which have accrued as at termination.
13. FORCE MAJUERE
13.1 Neither party to the Contract shall be under any liability to the other for any failure to carry out, or delay in carrying out, any of its obligations under the Contract due to Force Majeure provided that the relevant party romptly gives the other party notice of the occurrence of Force Majeure. In the Contract, “Force Majeure” means circumstances beyond the reasonable control of a party which is not the result of an intentional or negligent act or omission of the party, which circumstances include but without limitation to acts of God and any natural disaster, acts of war, civil commotions, sabotage, theft, acts or omissions of any local, state, national or governmental authority and strikes or other industrial actions or trade disputes of whatever nature.
14.1 Buyer shall indemnify and hold Seller harmless against all damages ( inclusive interest) , penalties, costs and expenses to which Seller may become liable as result of (i) any failure or breach by Buyer of its obligations under the Contract; and (ii) negligence, default or misuse of the Goods by or on the part of Buyer. This indemnity shall extend to all losses or expenses incurred by Seller and shall survive completion or termination of the Contract.
15. GOVERNING LAW
15.1 The Contract and the transactions contemplated by it are governed by the law in force in Malaysia. The parties irrevocably agree to submit to the nonexclusive jurisdiction of the courts of Malaysia.
16.1 The Contract constitutes the entire agreement of the parties and supersedes any previous contracts, arrangements, understandings and negotiations between them relating to the subject matter of the Contract. No additional terms communicated by Buyer at any time shall apply unless Seller expressly agrees in writing; in particular, nothing contained in any purchase order or agreement submitted by Buyer shall in any way modify or add any terms or conditions appearing herein.
16.2 The Buyer shall not assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of Seller. Any such unauthorized assignment shall be deemed null and void.
16.3 If any provision of these Terms and 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 Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.
16.4 No Waiver. No failure or delay on Seller’s part in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.
16.5 A notice, approval, consents or other communication in connection with the Contract (“Notice”) shall be in writing and be signed by an authorized person of the party giving it. Notice takes effect from the time it is received unless a later time is specified in it.
17. Technical Advises
17.1 Our technical advises are given according to our best knowledge and experience. Buyer is obliged to apply due diligence in verifying applicability of our advice to his special conditions of production or application. Concerning our technical advises,we shall not be liable to any damages caused.
18. Salomonic Clause
18.1 Should one of the clauses above or part of one of the clauses above be legally invalid, validity of the other clauses of these General Terms remains unaffected.