General Terms and Conditions
SRKK Consulting Sdn Bhd – GENERAL TERMS AND CONDITIONS OF SALE
1.1 These General Terms and Conditions of Sale (“The Terms and Conditions”) shall exclusively apply to all business transactions for all sales, supplies or deliveries of goods or the services associated with the sales or supplies of goods (“Goods”) made by SRKK Consulting Sdn Bhd (“Seller”) to any person, firm, company or unincorporated association which orders and buys Goods from Seller (“Buyer”).
1.2 The Terms and Conditions shall be binding and shall prevail in the event of a discrepancy with any and all of the Seller’s other written or oral agreement between the Seller and the Buyer. Any variation to the Terms and Conditions shall not be valid and binding unless agreed by the Seller in writing.
1.3 The Seller may, at its sole discretion, modify or make amendments to the Terms and Conditions at any time and from time to time as it deems fit.
2.0 Offer and formation of contract
2.1 Samples and catalogues provided by the Seller to the Buyer are to be considered as non-binding material for illustration and/or test purposes, giving only an approximation of properties and specification. Nevertheless, the descriptions and specifications of the Goods such as weight, volume or gage measured upon shipment is valid.
2.2 All sales quotations of the Goods to the Buyer shall automatically expire after fourteen (14) calendar days from the date of issuance unless expressly otherwise agreed in writing. The Buyer hereby acknowledges that the Seller shall have the absolute rights to cancel the sales quotations at any time as it deems fit within such period by giving written notice to Buyer.
2.3 All orders placed by the Buyer to the Seller shall be in writing and such orders shall only be considered accepted and final upon a formal acceptance by the Seller in writing. The acceptance of order by the Seller in writing shall form a formal and binding contract between the Seller and the Buyer in accordance with the terms and conditions appearing therein (“Contract”).
2.4 The description and specification of the Goods in the Contract shall correspond with the description and specification of Goods specified in the order.
2.5 The price of the Goods shall be set out in the Contract ( “Purchase Price”).
3.0 Price of the Goods
3.1 The prices of Goods published in the Seller’s price list are intended to be for general information only and the Seller reserves rights to change the prices of the Goods without prior notice. Prices of the Goods shall be agreed between the parties in each individual case.
3.2 Prices of the Goods on the date of delivery shall be final.
3.3 The Seller reserves the right to increase the price of the Goods in the event there is any increase in the Seller’s costs for any events beyond the Seller’s control such as Force Majeure Event, shortage of primary material or labor, strikes, official orders, transportation or similar problems, by giving notice to the Buyer at any time before delivery of Goods. The increase of price shall also be applicable to the confirmed orders but yet to be delivered.
3.4 The price of the Goods is subject to Sales and Services Tax (SST) and/or such other governmental charges and any other duties or levies (if applicable), which the Buyer shall be solely liable to pay to the Seller.
4.0 Terms of Delivery
4.1 Seller shall deliver the Goods to the designated place of delivery as agreed between the Buyer and the Seller (“Place of Delivery”).
4.2 Seller may, at its discretion, deliver the Goods by instalments in any sequence. In the event the Goods are so delivered by instalments,
each instalment of such delivery shall deem to be a separate contract and no default or failure by Seller in respect of any of the instalments in respect of the Goods previously delivered or undelivered shall vitiate the Contract.
4.3 Any dates quoted by Seller for the delivery of the Goods are approximate only and shall not form part of the Contract. Seller shall not be liable for any delay in delivery of the Goods and/or services, howsoever caused.
4.4 Buyer shall be deemed to have accepted the Goods unless the Buyer gives the 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 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).
4.5 Unless stated otherwise in writing, confirmed delivery dates are not fixed dates. The Seller reserves the right to postpone delivery of the Goods during Force Majeure Event for the duration of the obstruction. In the event the delivery of Goods has become impossible by an act beyond the Seller’s control, the Seller reserves the right to partially or completely rescind the Contract. The Seller reserves the right to partially deliver the Goods unless the Buyer has no interest in them. Unless failure to comply or delay of delivery was caused by the Seller the Seller’s lawful representatives or auxiliary persons due to gross negligence or intentional acts, the Seller shall not be liable for such delay in delivery. Unless agreed otherwise by the parties in writing, delivery of Goods shall be made from the Seller’s premises and all costs including but not limited to loading, freight and custom duties (if applicable) shall be solely borne by the Buyer
5.0 Order, Price Terms of payment
5.1 The minimum value for each order shall be Ringgit Malaysia Five Hundred (RM500.00) only.
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, the invoices issued by the Seller to the Buyer are to be paid immediately. Upon receipt of invoice from the Seller, payment of Purchase Price shall be made in full before the delivery of the Goods. The Buyer shall be deemed in default of payment in the event he fails to pay the Purchase Price or any part thereof to the Seller within forty five (45) days from the date of the invoice. . Payment of Purchase Price is considered received upon the Seller’s receipt of the written notification together with the proof of remittance that such payment has been made.
5.4 Without prejudice to any other rights or remedy available to the Seller, if the Buyer fails to make payment of the Purchase Price to the Seller within the stipulated period (“Due Date”), the Seller is entitled to impose late payment interest of one per centum (1%) per month calculated on a daily basis commencing from the expiry of the Due Date until the date of receipt of the Purchase Price by the Seller. For the avoidance of doubt, the late payment interest accrued shall be paid together on the day the Purchase Price is paid to the Seller.
5.5 Further to Clause 5.4 above, if the Buyer shall default in paying any sum due under the Contract, the Seller shall have the right either to: –
(i) suspend and/or cease deliveries and/or installation of the Goods to the Buyer until the default is made good; or
(ii) immediately terminate the Contract in respect of any balance of Goods then due for delivery and/or installation then due for completion.
5.6 The Buyer shall not cancel the order of the Goods at any time after acceptance of the order by the Seller for any reasons whatsoever failing which the Buyer shall pay a sum amounting thirty per centum (30%) of the Purchase Price as liquidated damages to the Seller. All payment made before the acceptance also will be forfeited by the Seller.
5.7 Notwithstanding to Clause 5.6 product such as but not limited to below list are considering final sales and will not be eligible for return, exchange, or refund. Buyer is requiring paying in full:
(i) Product/s delivered to Buyer;
(ii) Services delivered to Buyer;
6.0 Retention of Title and Risk
6.1 Title to the Goods (ownership) shall remain with the Seller until the Buyer has paid the Purchase Price and payment of any other outstanding debts or payments (if any) have been completely paid and settled.
6.2. Notwithstanding to Clause 6.1 herein, the title to the Goods, particularly software, shall remain with the applicable licensor(s) at all material times.
7.1 Buyer who purchases Software from the Seller will be given a Limited Warranty period of 90 days whereby Complimentary Limited Technical Support by phone or email will be provided by the Seller without any charges After the expiry of the Limited Warranty period, an additional service fee shall be imposed for the customer service help desk via phone or email support and other support methods including but not limited to onsite service support. Software manufacture website support is available any time all year long free of charge.
7.2 During the 90-days Limited Warranty period, the Seller will provide Buyer with remote assistance to guide Buyer to install and/or configure the software via phone and/or email, in the event the Buyer so requires.
7.3 Buyer shall not acquire any right or title to the trademarks, designs, copyright, patents, or any other intellectual property rights in the Goods. These rights shall remain with the manufacturers of the Goods.
7.4 All the Goods, particularly software products, are sold subject to the terms and conditions of their respective manufacturers license agreement. Buyer acknowledges that he/she shall abide by the terms and conditions in such license agreements. For the avoidance of doubt, Seller does not warrant any software under the 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 shall remain with the Seller or the licensor of the software at all material times.
8.1 Seller will, subject to the manufacturers’ terms and conditions, pass through to the Buyer the manufacturer’s warranty where applicable. Such warranty shall not apply to Goods which the serial numbers have been altered or removed, nor to Goods which are damaged due to abuse, neglect, operation under abnormal environmental conditions or repaired other than the agents authorized by Seller.
8.2 Unless otherwise provided for in the Contract, Seller makes no other warranties, whether express or implied, including 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 Goods. Seller shall have no obligation to proceed with any change in the schedule or scope of the Goods until both parties have agreed to such change in writing.
9.2 The scope, Purchase Price, schedule and/or other provisions in the Contract shall be adjusted/amended accordingly to reflect the additional costs or obligations incurred by Seller resulting from the change , after taking into account the Seller’s proposal date, Buyer’s Site-specific requirements or procedures, or industry specifications, codes, standards, applicable laws or regulations. Unless otherwise agreed in writing 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 Goods that bear a different, superseding or new part or version number compared to the part or version number listed in the Contract.
10.0 Service and Technical Support
10.1 Seller will provide general service and technical support to Buyer in accordance with the then-current service and technical support policies. Service and support offers may vary from product to product. If Buyer purchases optional services and support as listed in 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 Goods or the optional service and support.
11.0 Limitation of Liability
11.1 To the extent permitted by law, the Seller’s total liability to the Buyer arising from or in connection with the Contractor in tort (including negligence-subject to strict proof), shall be limited up to RM3,000 only or the Purchase Price as stated in the Contract, whichever is lower.
11.2 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 in the following events:
- 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
- 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
- Buyer enters any composition or arrangement with its creditors; or
- 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
- 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
- Any distress or execution is levied upon any of Buyer’s property; or
- Any Force Majeure Event prevents Seller from performing its obligations under this Contract for any continuous period of 90 days: or
- 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
- suspend further deliveries of the Goods to the Buyer,
- cease providing any services on site; and/or
- retain any deposit paid by Buyer for the Goods.
- 3 Termination of the Contract shall not prejudice any of the parties’ right and remedy which the parties may have at the time of termination
13.0 Force Majeure
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 promptly gives the other party notice of the occurrence of Force Majeure. In these Terms and Conditions and/or 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 (“Force Majeure Events”).
14.1 The Buyer shall indemnify and hold the Seller harmless against all damages (including interest), penalties, costs and expenses to which Seller may become liable as result of
- any failure or breach by the Buyer of its obligations under the Contract; and
- negligence, default, or misuse of the Goods by or on the part of Buyer. This indemnity clause shall survive the completion or termination of the Contract.
15.0 Governing Law
15.1 These Terms and Conditions shall be governed in accordance with the laws of Malaysia. The parties irrevocably agree that any dispute arising out of or in connection with the Contract and/or these Terms and Conditions shall be subject 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.
16.2 The Buyer shall not assign or otherwise transfer the Contracts and/or these Terms and Conditions 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 Non-Waiver. No failure or delay on Seller’s part in exercising any power or right under these Terms and Conditions 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.
16.4 Any notice, approval, consents and/or other communication to be given under the Contract (“Notice”) shall be in writing and signed by the authorized person of the party giving it. Any Notice shall be deemed to have received at the time it is received unless otherwise agreed between the parties.
17.0 Rendering of Technical Advice
17.1 The Seller shall not be under any obligation to give technical advice as to the characteristics of the Goods sold to the Buyer. Any technical advice requested for and given shall be on a without prejudice basis, to the best of the Seller’s knowledge and ability. Such advice, however, is not binding and does not free the Buyer from the responsibility of carrying out its own tests and trials.
If any provision of the Terms and Conditions herein is or becomes legally invalid or unenforceable, then the validity of the other clauses of these Terms and Conditions remains unaffected.
19.1 All dealings between the Seller and the Buyer shall be always kept confidential and neither party shall, except with the prior approval of the other and except as provided herein, disclose or divulge to any other any information relating to the dealings between the Seller and the Buyer.
19.2 The obligation of secrecy and confidentiality shall not apply to the following:
- any information that is part of the public domain, or which becomes part of the public domain.
- information required by law to be disclosed.
- disclosure of such information to the parties’ respective holding companies.
- disclosure of such information to the parties’ respective auditors for the purpose of preparing the annual accounts of the parties.
- disclosure of such information in any document prepared in connection with the offering of shares, debentures or other capital markets instrument by the parties, its holding company or its subsidiaries.
- disclosure that has been authorized by the parties.