Selangor, Malaysia, Kuala Lumpur (KL), Kajang Term and Condition ~ Fly Automation Sdn Bhd in Selangor, Malaysia, Kuala Lumpur (KL), Kajang

Term and Condition

1. GENERAL
- 1.1. These terms and conditions shall be applicable to any purchase of Goods from FLY AUTOMATION SDN BHD (Registration No.: 201401039548 (1115700-X)).
- 1.2. The Purchaser shall be deemed to have accepted these terms upon placing an order, accepting a quotation, making any payment, receiving delivery, or by any conduct indicating acceptance.
- 1.3. These terms and conditions shall be construed with other transaction documentations including any purchase order(s) issued by the Purchaser, quotation(s) and invoice(s) issued by the Supplier. In the event of any conflict or inconsistency between these terms and conditions, and any provisions contained in any transaction documents, these terms and conditions shall prevail and be given priority in interpretation, unless otherwise expressly stated or waived in writing by the Supplier.
- 1.4. Any terms and conditions set out in or attached to any purchase orders (or any other documents) issued by, belonging to, or prepared by the Purchaser to the Supplier shall have no force or effect and shall be superseded by the terms and conditions herein, unless otherwise agreed by the Supplier in writing.
2. INTERPRETATION
- 2.1. In this terms and conditions, the following words shall have the following meanings:
  - 2.1.1. “Contract” means the agreement entered into between the Supplier and the Purchaser for the supply of Goods, which shall incorporate the terms and conditions set out herein;
  - 2.1.2. “Goods” means the goods that the Supplier is to supply to the Purchaser under the Contract;
  - 2.1.3. “Purchaser” means any person or entity with whom the Supplier has agreed and entered into a Contract to supply the Goods in accordance with the terms and conditions herein;
  - 2.1.4. “Supplier” means FLY AUTOMATION SDN BHD (Registration No.: 201401039548 (1115700-X)).
- 2.2. Unless a contrary indication appears, a reference to “including” or “includes” shall not be construed restrictively but shall mean “including, without limitation”.
3. QUOTATION & PURCHASE ORDER
- 3.1. Upon receiving the quotation from the Supplier, the Purchaser acknowledges and agrees that any offer made by the Purchaser is subject to the Supplier’s acceptance on these terms and conditions. Similarly, where the Supplier’s quotation constitutes an offer, the Purchaser’s acceptance of such offer shall be governed by these terms and conditions. If the Purchaser disagrees with any of these terms and conditions or seeks to impose any terms or conditions deviating from the same, the Purchaser shall not make any offer to procure the supply of the Goods from the Supplier, nor place any order accepting the Supplier’s offer for the supply of Goods. The Supplier is entitled to disregard any document(s) from the Purchaser that purports to impose terms and conditions deviating from these terms and conditions, and treat such terms and conditions as inapplicable, even if such document is attached to and included in any order placed by the Purchaser. Any deviation from these terms and conditions must be agreed upon in writing by both the Supplier and the Purchaser.
- 3.2. All purchase orders submitted by the Purchaser are subject to the Supplier’s acceptance at its sole discretion. No order shall be deemed accepted unless and until the Supplier has issued a written confirmation or an invoice in respect of the order. Until such time, no Contract shall be formed and deemed to exist between the Parties.
4. TERMS OF PAYMENT
- 4.1. The purchase price of the Goods shall be paid in accordance with these terms and conditions, and the terms of and the sums as set out in the invoice(s) issued by the Supplier to the Purchaser.
- 4.2. Invoices issued by the Supplier shall be deemed to have been communicated to the Purchaser in accordance with Clause 11.1 herein, regardless of whether a physical copy of the invoice is received by the Purchaser.
- 4.3. The Supplier shall be entitled to charge interest at the rate of 1.5% per month on all sums outstanding after the due date of each invoice until full settlement of such outstanding sums. The sums as set out in the invoice(s) issued by the Supplier shall be binding and conclusive on the Purchaser regardless of whether the purchase order sets out different sum(s).
- 4.4. Any invoice(s) or statement of account issued by the Supplier to the Purchaser, which the Purchaser does not dispute within three (3) business days of receipt, shall be deemed to be conclusive evidence of the Purchaser’s indebtedness to the Supplier and shall be binding on the Purchaser.
- 4.5. For the avoidance of doubt, all Goods sold, delivered and received by the Purchaser are non-refundable and non-returnable, save for instances set out in Clause 8.4.
5. PROPERTY AND TITLE IN GOODS
- 5.1. The title and property of the Goods shall belong to and remain exclusively with the Supplier until or unless full payment of the Goods has been received by the Supplier. Until or unless full payment is made, the Purchaser acknowledges and agrees that the Supplier retains its security interest in the Goods.
- 5.2. With reference to Clause 5.1, if the Purchaser pledges, encumbers, charges, disposes of, transfers, parts with, sells or re-sells the Goods, or in any way deal with the Goods to, with, or in favor of, or to any other person(s), all proceeds received by the Purchaser therefrom shall be deemed to be held on trust by the Purchaser on behalf of the Supplier, and shall be paid in full forthwith to the Supplier on demand, without prejudice to any right of the Supplier to claim for any other sum or damages from the Purchaser including any remaining balance of the purchase price and indemnity for costs and expenses for any legal action, and without prejudice to any other right or remedy under these terms and conditions and the law which includes the available remedies under the Sale of Goods Act 1957.
- 6. RISK AND DELIVERY OF GOODS
  - 6.1. Notwithstanding that the title and property of the Goods may remain with the Supplier, the risk of the Goods shall pass to the Purchaser:
    - (a) in case of delivery, upon the Purchaser or its representative accepting delivery of the Goods; and
    - (b) in case of self-collection, upon the collection of the Goods, or after the Purchaser has been notified that the Goods are ready for collection, whichever occurs earlier.
  - 6.2. If the transportation is arranged by the Purchaser, the risk shall pass upon the loading of the Goods onto the carrier. The Purchaser agrees that the carrier shall hold the Goods on its behalf, and the Purchaser shall bear all risk of loss, damage, or deterioration during transit, and the Supplier shall not be held liable for any such loss, damage, or deterioration.
  - 6.3. Where the Supplier is to deliver the Goods, the Purchaser shall ensure that a person authorised to receive the Goods is present at the designated delivery location. If delivery cannot be completed due to the absence of an authorised recipient, a change in delivery address, or any issue attributable to the Purchaser, the Supplier may reschedule the delivery of the Goods at the Purchaser's expense.
  - 6.4. Upon delivery, the authorised recipient shall inspect the Goods and sign a delivery receipt confirming that the Goods are received in good condition and as ordered by the Purchaser. If for any reason the authorised person fails, neglects and/or refuses to sign the delivery receipt, the Supplier shall be entitled to cancel the delivery and withhold the Goods.
  - 6.5. If the transportation for the delivery of the Goods is arranged by the Supplier through a third-party carrier at the request or agreement of the Purchaser, all risks in the Goods shall pass to the Purchaser upon the Goods being loaded onto the carrier, and delivery via the same shall constitute delivery to the Purchaser, and the Purchaser shall be deemed to have accepted the Goods upon such delivery. If the Purchaser requires the Goods to be insured during transit, it shall notify the Supplier in writing prior to dispatch, and all costs and premiums for such insurance shall be borne by the Purchaser. In the absence of such notice, the Supplier shall not be responsible for any damage, loss, or deterioration of the Goods occurring during transit.
  - 6.6. Upon the passing of the risk to the Purchaser, the Purchaser shall assume full responsibility for the Goods, including all liabilities, risk of loss, claims, losses or damage arising from their condition or use.
  - 6.7. All delivery-related and incidental costs, including the costs of transportation, packaging, handling, and any transit insurance (if requested by the Purchaser in accordance with Clause 6.5), shall be borne by the Purchaser, unless otherwise agreed in writing by the Supplier.
  - 6.8. Where the Supplier is to arrange for the transportation of the Goods to a location, site or premise designated by the Purchaser, the Purchaser agrees that the Supplier may transport the Goods in batches or instalments, and the Supplier shall not be held liable for any delay in, or failure of delivery and supply of the Goods.
  - 6.9. If the Purchaser fails, neglects and/or refuses to take delivery of the Goods for any reason whatsoever within such time as designated by the Supplier, or within seven (7) business days of being notified by the Supplier that the Goods are ready for delivery or collection, the Supplier may, at no liability to the Purchaser:
    - 6.9.1. claim for any losses incurred as a result of such failure, neglect and/or refusal by the Purchaser to take delivery of the Goods;
    - 6.9.2. treat the Contract as being repudiated by the Purchaser, and thereafter dispose of the Goods as it deems fit; and/or
    - 6.9.3. impose storage and handling charges until the Goods are collected or disposed of.
  - 6.10. Unless expressly confirmed and emphasised in writing by the Supplier, all delivery dates or timelines provided are estimates only and shall not be treated as binding commitments. The Supplier shall not be liable for any delay in delivery or any loss, damage, or expense incurred by the Purchaser or any third party arising directly or indirectly from any such delay.
- 7. BREACH BY THE PURCHASER
  - 7.1. In the event of any breach by the Purchaser of these terms and conditions, including the failure to make full and timely payment, the Supplier shall be entitled to do any one or more of the following, without prejudice to its other remedies:
    - 7.1.1. terminate the Contract;
    - 7.1.2. suspend or cancel the supply of Goods to the Purchaser;
    - 7.1.3. claim for all outstanding sums and interest on late payment until full settlement;
    - 7.1.4. recover and physically repossess the Goods with or without the need for a court order. For this purpose, the Purchaser shall be deemed to have granted (and to have procured all necessary third-party consents for) access to any premises where the Goods are located. All recovery-related costs, including legal fees (on a solicitor and client basis), shall be borne by the Purchaser;
    - 7.1.5. claim for indemnity against the Purchaser for any losses, damages, liabilities, claims, costs, or expenses, including legal costs (on an indemnity basis) arising from the breach by the Purchaser; and/or
    - 7.1.6. claim for any remedy available under law including those under the Sale of Goods Act 1957.
  - 7.2. The rights and remedies set out in these terms and conditions shall be without prejudice to any other right available to the Supplier in law and/or equity, including injunction, or specific performance.
- 8. LIABILITY
  - 8.1. The Supplier shall not be liable for any representation made prior to the Contract by the Supplier, or on its behalf, to the Purchaser, or to any party acting on its behalf, regarding:
    - 8.1.1. the conformity of the Goods with any description or sample (if any);
    - 8.1.2. the quality of the Goods; or
    - 8.1.3. the fitness of the Goods for any purpose whatsoever.
  - 8.2. Except where the Purchaser deals as a consumer, all warranties, conditions or terms relating to the fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are hereby excluded from the Contract to the fullest extent permitted by law.
  - 8.3. For the avoidance of doubt, the Supplier shall not be liable for any special, indirect, incidental or consequential damages or losses arising out of or relating to these terms and conditions, or the sale and delivery of the Goods, or use of the Goods, including lost profits or other economic loss, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if the Supplier is notified in advance by the Purchaser of such risks.
  - 8.4. In cases of a valid and substantiated claim notified by the Purchaser concerning the Goods within seven (7) business days of receipt of the Goods, based on the defects in workmanship or non-conformity to the agreed specification, the Supplier may, at its discretion:
    - (a) repair or replace the defective and/or rejected Goods, or
    - (b) refund the Purchaser the purchase price of the Goods (or a proportionate part of the purchase price).
    This shall be the Purchaser’s sole remedy and the Supplier shall have no further liability.
  - 8.5. If any part of this Clause 8 is unenforceable, the Supplier’s total liability shall be limited to the total value of the Contract.
- 9. INDEMNITY
  - 9.1. The Purchaser shall indemnify, defend, and hold the Supplier and its personnel harmless from and against all claims, proceedings, losses, damages, costs and expenses (including legal fees on a full indemnity basis) of any kind arising from or relating to:
    - (a) the Purchaser’s acts, omissions, negligence or default under the Contract, or
    - (b) any person acting under the Purchaser’s direction or control or on its behalf, in connection with its obligations under the Contract.
- 10. FORCE MAJEURE
  - 10.1. The Supplier shall not be liable to the Purchaser for any failure or delay in performance caused by events outside of the Supplier’s reasonable control including acts of God, late delivery or non-delivery of materials or Goods by suppliers and carriers, suspension of or difficulties in transportation, strikes, lock-outs, labour disputes of any kind affecting production, delivery or service, fires, accidents, breakdown of factory machinery or equipment, electricity blackouts, power shortages or failures, technological failures affecting the Supplier’s hardware or software, pandemics, epidemics, quarantine, radiation or radioactive contamination, actions or inactions of any competent authority, earthquakes, cyclones, flood, landslides, storms and other natural disasters and events, adverse weather conditions, wars (whether declared or undeclared), shortages of labour, transportation, fuel, power, machinery, equipment, or materials, sabotage, civil commotion, national emergencies, martial law, explosions, riots, terrorist acts, uprisings, perils of the sea, accidents of navigation, government seizures, embargos, and laws or regulations of any political subdivision or agency (including government-controlled export credit agencies) or any government in any jurisdiction (the “Force Majeure Event”).
  - 10.2. During the Force Majeure Event, the Supplier’s obligations shall be suspended, provided that, where the Goods (either wholly or partly) have been delivered to the Purchaser, the Supplier shall be entitled to invoice and claim for the purchase price of the delivered Goods.
  - 10.3. Any deposits or payments received by the Supplier prior to a Force Majeure Event shall be retained by the Supplier and applied toward the Contract upon resumption of performance.
  - 10.4. If the Force Majeure Event continues for more than three (3) months without resolution, the Supplier shall be entitled to terminate the Contract upon written notice to the Purchaser. Any amounts paid by the Purchaser prior to this termination shall be retained by the Supplier.
  - 10.5. For the avoidance of doubt, the Purchaser shall not be entitled to rely on any Force Majeure Event to excuse or delay its obligations, including any difficulties to make payment to the Supplier.
- 11. GENERAL
  - 11.1. Unless otherwise proven, any notice or communication shall be deemed received:
    - (a) on delivery, if delivered personally or by courier/AR Registered Post;
    - (b) upon successful transmission, if sent by fax or email without error notice; or
    - (c) upon transmission, if sent via WhatsApp, WeChat, Telegram or equivalent, where the recipient uses such platform or replies.
  - 11.2. No waiver of any term shall be valid unless in writing. A failure or delay in exercising any right shall not constitute a waiver.
  - 11.3. These terms and conditions (together with any quotation, purchase order, or invoice issued by the Supplier) shall form the entire agreement between the Parties.
  - 11.4. If any provision is held illegal or unenforceable, it shall be deemed severed to the extent required without affecting the remaining terms.
  - 11.5. Any assignment or novation by either Party requires the prior written consent of the other, except that the Supplier may assign its right to receive payment under the Contract without the Purchaser’s consent.
  - 11.6. These terms shall bind and benefit each party’s successors, permitted transferees, and assigns.
  - 11.7. No third party shall have any rights under these terms.
  - 11.8. These terms shall be governed by the laws of Malaysia. The Parties shall submit to the non-exclusive jurisdiction of the Malaysian courts. All rights and remedies are cumulative and may be exercised concurrently.