GENERAL TERMS AND CONDITIONS
1 December 2020
GENERAL TERMS & CONDITIONS
The General Terms and Conditions herein shall form an integral part of the Agreement(s) entered
into by the Company and the Customer (each a “Party” and collectively the “Parties”), shall be
valid and binding on both parties hereto. The Customer has read and understands these
General Terms and Conditions and agrees that Customer's written acceptance of or its
performance in relation to Agreement(s) shall constitute the Customer's acceptance of these
General Terms and Conditions.
1.1 In relation to the General Terms and Conditions set out below, the following words shall
have the following meanings:-
(a) “Affiliates” means, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls or is controlled by or is
under common control with that Person. For the purposes of this definition, “control” means direct
or indirect ownership of the majority of the outstanding capital stock of a legal entity or other
equity interests having voting power, and/or the ability to appoint the majority of the members
of the board of directors (or any equivalent body of governance), and/or the ability to
impose its decision in the board of directors (or any equivalent body of governance), and/or has
the ability to impose or cause the direction of management or policies of such legal entity in any
another manner. For the purposes of this definition, “Person” means individual, corporation,
partnership, association, unincorporated organization, joint venture or Governmental Agency;
(b) “Agreement(s)” means the agreement(s) for the purchase and sale of goods and/or
services entered into by the Company and the Customer including but not limited to the [sale of
vehicles agreement, driver services agreement, maintenance agreement, repair and maintenance
agreement and etc];
(c) “Business Day’ means any day other than Saturday, Sunday or a public holiday in the
states of Kuala Lumpur and Selangor of Malaysia;
(d) “Company” means Scania (Malaysia) Sdn Bhd, a duly incorporated company with registered
company number 200001015999 (518606-D), whose registered office is at No. 1, Jalan Tiang U8/93,
Bukit Jelutong Industrial Park 40150, Shah Alam, Selangor, Malaysia;
(e) “Confidential Information” means any information, including technical, commercial or
corporate information, know-how, analyses, studies, opinions of professional advisors,
compilation of commercial and other data, pricing and other commercial sensitive
information, and other confidential and/or proprietary information provided by one Party to the
other Party pursuant to the Agreement(s), whether said information disclosure is oral, visual or
(f) “Customer” means the individual(s), entity and/or company that contracts with the
Company for the order of goods and/or provision of services.
(g) “Data Processor” means the processer (located within Malaysia or elsewhere) who
processes the Personal Data on behalf of the Company, and does not process the
Personal Data for any of his own purposes.
(h) “Data Subjects” means an individual(s) who is the subject of the Personal Data.
(i) “Force Majeure” means any event or cause beyond a Party’s reasonable control such as,
but not limited to: i) acts of God, explosion, flood, tempest, fire or accident; ii) war or threat
of war, sabotage, insurrection, civil disturbance or requisition, act of terror ism or civil
unrest; iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind
on the part of any governmental, parliamentary or local authority prohibiting either party
from performing its duties and obligations under this Agreement; iv) import or export
regulations or embargoes affecting the importation and exportation of products or services; v)
interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of the Company or of a third party); and vi) health epidemics declared by the
World Health Organization.
(j) “Governmental Agency” means with respect to any country (or state), such country (or
state) and any ministry, department, instrumentality, agency, corporation or commission
under the direct or indirect control of such country (or state);
(k) “Intellectual Property” means all present and future rights conferred by
statute, common law or equity (and all moral rights) in or in relation to any business names,
computer software, confidential information, copyright, design, domain names,
inventions, know-how, patents, trademarks, the benefit of any application to register such a right
and the benefit of any renewal or extension of such a right;
(l) “Losses” means any and all losses, liabilities, damages, deficiencies, demands, claims,
actions, judgments or causes of action, assessments, costs or expenses (including
interests, fines, penalties and reasonable legal fees and disbursements);
(m) “Personal Data” shall have the same meaning as ascribed to it in the
Malaysian Personal Data Protection Act 2010;
2. PURCHASE ORDER AND CONCLUDING A CONTRACT
2.1 All purchase order issued to the Company by the Customer shall always be
subject to confirmation and acceptance by the Company.
2.2 Upon confirmation and acceptance of the purchase order by the Company, the Company may
request the Customer to execute the Agreement(s).
2.3 In the event of any inconsistency between the specific terms and conditions for the
purchase of goods and/or subscription of service(s) (as applicable), purchase order and these
General Terms and Conditions, the following order of precedence will apply:
(a) the specific terms and conditions for the purchase of goods and/or
subscription of services (as applicable), together with its schedule and appendix (as the case may
(b) these General Terms and Conditions; followed by
(c) the purchase order and/or quotation.
3. PRICING, PAYMENT TERMS AND INTEREST
3.1 The price list applicable to an order made by the Customer depends on the products and
services ordered by the Customer. Charges for products and services shall be invoiced in the manner
as agreed between the Parties as stated in the Agreement(s).
3.2 The Customer shall be liable to pay the Company interest for all overdue payments at the
rate of 1.5% per month from the payment due date as stated in the Agreement(s) or invoice(s) issued
pursuant to the Agreement(s).
3.3 Where tax is imposed by the relevant authorities at any time and from time to time that
is applicable to any supplies of goods or services made by the Company under the Agreement(s), the
Company is entitled to charge such taxes on the payment of such supply of goods and services.
4. REPRESENTATIONS AND WARRANTIES
4.1 Each Party hereby represents and warrants to the other Party that:-
(i) such Party has the full power and authority to execute, deliver and perform
the Agreement(s) and to carry out the transactions contemplated thereby;
(ii) the execution, delivery and performance by such party of the Agreement(s), does not and
will not materially conflict with any legal, contractual, or organizational
requirement of such party;
(iii) there are no pending or threatened legal, administrative, or other proceedings that if
adversely determined, could reasonably be expected to have a material adverse effect on such
Party's ability to perform its obligations under the Agreement(s);
(iv) its obligations under the Agreement(s) constitute legal, valid and binding obligations,
enforceable in accordance with their respective terms; and
(v) they are familiar with the anti-corruption legislation applying to the Agreement(s) and
that they shall act in accordance with all such laws and that neither they nor their
employees, officials, representatives have given, offered or authorised nor will they give, offer
or authorise any payment, gift, promise or other benefit, either directly or through any other
person or entity for or for the use or benefit of any state official or any person in whose
case such payment, gift, promise or other benefit that would represent payment of a bribe
or violate the anti-corruption legislation in force.
4.2 The Company makes no warranty or condition, express, implied or statutory, as
to the specifications, fitness or suitability of the goods and/or services for any
particular purpose and/or use and/or the merchantable quality thereof unless it is expressly
5. DISPUTE RESOLUTION
5.1 Amicable Settlement
Any dispute, controversy or claim arising out of or in relation to the Agreement(s), or the breach,
termination or invalidity thereof shall be settled, insofar as it is possible, by mutual
consultation and consent. If the Parties are unable to reach mutual consent within thirty (30) days
after the notice by either Party of the dispute, the question shall be settled by arbitration in
accordance with Clause 5.2 (Arbitration).
(a) In the event the Parties fail to resolve the dispute amicably within the specified
period, such dispute shall be decided by arbitration in accordance with the Rules for Arbitration
of the Asian International Arbitration Centre (“AIAC”) before one (1) arbitrator.
(b) The venue of arbitration shall be in Kuala Lumpur at the AIAC using the facilities and
system available at the AIAC or at such other venues as may be specified by the
(c) The arbitration shall be conducted wholly in the English language.
(d) The decision of the arbitrator shall be final and binding on the Parties.
(e) All costs incidental to such reference to arbitration, the award and tax payable
including the manner of payment thereof shall be determined by the presiding arbitrator.
(f) Notwithstanding any reference to arbitration, the Parties shall not be released
from performing or continuing to perform their obligations under this Agreement by reason of any
6.1 All information disclosed or communicated by one Party to the other in connection with
the Agreement(s) and the terms of the Agreement(s) shall be treated as Confidential Information
unless the information:
(a) is or becomes publicly available through no fault of the other Party;
(b) which the receiving Party can prove was in its possession or known to it prior to its
receipt from the Party disclosing the information;
(c) is or was rightfully received by the other Party from a third party without a duty of
confidentiality being owed by the other Party to the third party, except where the other Party has
knowledge that the third party has obtained that information either directly or indirectly as a
result of a breach of any duty of confidence owed to the first mentioned Party; or
(d) is required by law to be disclosed.
6.2 Each Party’s Confidential Information shall be held in strict confidence by the other
Party, using no lesser precautionary or security measures and degree of care as it uses to protect
its own confidential information. The Confidential Information shall not be used, copied,
reproduced, distributed or disclosed by the other Party for any purpose except to its Affiliates,
directors, officers, employees, representatives, agents or professional advisors for the
sole purpose of the performance of the Agreement(s) on a strictly need to know basis only, provided
always that the receiving Party shall ensure that its Affiliates, directors, officers, employees,
representatives, agents or professional advisors to whom the Confidential Information has been
provided shall maintain the same confidential obligation to the disclosing Party under
6.3 In case the receiving Party is obligated to disclose any disclosed Confidential
Information in order to comply with applicable laws or regulations, or with a court or
administrative order, the receiving Party shall promptly notify the disclosing Party, and
cooperates reasonably with the disclosing Party’s efforts to contest or limit the scope of such
6.4 The obligations in this clause shall survive the termination or expiry of the
Agreement(s) and continue to be in force at all times until such information becomes part of the
public domain other than by a breach by the receiving Party.
6.5 All documents and other tangible objects containing or representing
the Confidential Information which have been furnished by a disclosing Party to a receiving Party,
and all copies thereof which are in the possession of such receiving Party, shall be and remain the
property of the disclosing Party and shall at the disclosing Party’s written request, be promptly
returned to the disclosing Party or destroyed and/or deleted at such receiving Party’s option. Such
receiving Party will in writing confirm that such Confidential Information has been destroyed.
7. INTELLECTUAL PROPERTY
7.1 All Intellectual Property adopted by the Company on the goods and in the provision of
the services shall remain the exclusive property of the Company and the Customer may not use, infer
or amend the trademarks and/or tag lines of the Company for whatever purposes unless expressly
stated or agreed to in writing by the Company.
7.2 The Customer shall not publish nor use any advertising, sales promotions, press releases
or other publicity which use Company’s Intellectual Property without the prior written approval of
7.3 The Customer will inform the Company forthwith of all Intellectual Property
infringements or suspected infringements of which the Customer or its agents,
officers, employees, representatives and servants became aware.
8. FORCE MAJEURE
8.1 No Party shall be deemed in default of the Agreement(s) for any delay or failure to
fulfil any obligation (other than a payment obligation) hereunder or thereunder so long as and to
the extent to which any delay or failure in the fulfilment of such obligation is prevented,
hindered or delayed as a consequence of circumstances of Force Majeure.
8.2 In the circumstances of Force Majeure, the Parties shall use all reasonable endeavours
to resume performance of the relevant obligations at the earliest practicable time.
8.3 If the Company’s obligations under the Agreement(s) have become impractical
due to the circumstances of Force Majeure and such impracticality due to such event
continues for a period in excess of three (3) months, then either party may terminate
the Agreement(s) immediately by giving a written notice to the other Party.
9. INDIRECT/CONSEQUENTIAL LOSSES
9.1 The Company is not responsible for any loss of profit (actual or
anticipated), contingent, indirect or consequential loss or damage suffered by the Customer which
may arise under any circumstances whatsoever.
10.1 The Customer agrees to indemnify and keep indemnified the Company, its agents, servants,
officers, directors, employees, distributors, dealers and all entities which sell the goods and
services to the Customer against all costs, claims, damages, demands or loss whatsoever caused
wholly or partly by any of the following:-
(a) any breach of the Customer’s obligations or provisions under the Agreement(s); or
(b) any modification or alteration made to the goods carried out without the prior consent
and approval of the Company by or on behalf of the Customer, including but not limited to the
installation or fitting of any equipment, accessories or parts that are not expressly approved for
use by the Company, or not fully equivalent in specification and/or quality equipment, accessories
or parts so approved by the Company.
10.2 Save to the extent that such liability is the result of the gross negligence or wilful
misconduct of the Company, in no event will the Company be liable to the Customer for any loss of
profits, loss of business, loss of use, loss of goodwill, loss of savings, business
interruption or consequential, special, incidental, indirect, exemplary or punitive damages
suffered by the Customer. The Company shall not be liable to the Customer in
connection with fraud, negligence, act, failure, omission or wilful act of independent
contractors or their employees, contractors or representatives engaged by the Company.
11. NON-SOLICITATION CLAUSE
11.1 During the term of the Agreement(s), and for a period of one (1) year immediately
thereafter, the Customer shall not directly and/or indirectly solicit any employees
and/or independent contractors of the Company and its Affiliates.
12.1 Any notice, request, instruction or other document to be served under the Agreement(s)
shall be delivered, given or sent to the addressee at the address set out in the Agreement(s), or
at such other address as the addressee may give notice of to the other Party from time to time
12.2 Any notice and communications to be given under or in respect of the Agreement(s) shall
be deemed to have been duly served upon and received by the addressee:-
(a) if by personal or courier delivery, upon written acknowledgement of receipt;
(b) if by prepaid post, on the 3ʳᵈ Business Day following the date of postage for national
postage and 10ᵗʰ Business Day following the date of postage for international postage; and
(c) if transmitted by way of facsimile transmission or other instantaneous electronic media
twenty-four (24) hours following the date and time of such transmission.
12.3 If a Party changes its contact information or address, it must notify the other Party in
writing within five (5) Business Days from the change. If either Party fails to notify the other
Party of an address change in due time, all notifications and documents shall be deemed to have
been received if sent to the address indicated in the Agreement(s).
13. PERSONAL DATA PROTECTION ACT (ONLY APPLICABLE IF THE CUSTOMER IS AN INDIVIDUAL)
13.1 The Company respects the privacy of individuals and only collects or manages any personal
data that has been provided to the Company voluntarily by the Customer. By entering into the
Agreement(s), the Customer hereby expressly consents to the Company’s collection, recording,
holding, storing, and use of the Customer’s Personal Data.
13.2 The Customer’s Personal Data may be given to third parties (including but not limited to
the Company’s Affiliates), for the purposes such as responding to an enquiry or
soliciting Customer’s feedback for product and service improvement. Personal Data will otherwise
only be used to follow up on sales and product development including periodic updates.
13.3 The Parties shall assist each other as relevant and necessary for compliance with
obligations towards Data Subjects. This shall include, but not be limited to, the following:
(i) The Company shall request from the Customer, and the Customer shall without undue delay
upon such request provide to the Company, any information requisite for fulfilment of
the Company’s above responsibilities.
(ii) Each Party shall immediately inform the other of any identified risk of
breach of obligations towards Data Subjects.
(iii) All and any requests received by either Party from Data Subjects relating
to the processing of Personal Data by the other Party shall immediately be forwarded to that other
13.4 The Company may engage Data Processor for processing the Personal Data on behalf of the
Company and the Customer hereby agrees to such engagement by the Company.
13.5 The Customer acknowledges and agrees that the Company will process the Personal Data as
be regularly visited as information therein may change over time. Notwithstanding this,
as regards processing of Personal Data by the Company even outside the scope of provision of
Services to the Customer.
13.7 The Customer acknowledges and agrees that the Company may transfer the data outside of
Malaysia to the Affiliates of the Company for the purpose as stated herein.
13.8 The Customer may at any time update its Personal Data or may withdraw its
consent by emailing the Company at email@example.com.
14. ENTIRE AGREEMENT
14.1 The General Terms and Conditions herein shall form an integral part of the
Agreement(s) entered into by the Parties. The General Terms and Conditions as well as all the terms
under the Agreement(s) shall constitutes the entire agreement between the Parties and replaces and
supersedes all previous proposals, quotations and agreements pertaining to the subject matter of
the Agreement(s), whether written or oral.
15. MODIFICATION TO THESE GENERAL TERMS AND CONDITIONS
15.1 The General Terms and Conditions contained herein may be modified from time to time.
Notice of such modification will be served to the Customer or by such other means of communication
deemed suitable by the Company. The provisions in respect of such modification thereof shall be
supplemental to and be read as integral part of the Agreement(s) which shall remain in full force
and effect as between both Parties.
16.1 In the event that any one or more of the provisions contained in the Agreement(s) shall
for any reason be held to be unenforceable, illegal or otherwise invalid in any respect under any
law, such unenforceability, illegality or invalidity shall not affect or impair any other
provisions of the Agreement(s).
17.1 No failure or delay on the part of a Party in exercising any rights or
remedies under the Agreement(s) at any time or for any period of time nor any knowledge or
acquiescence by a Party of, or in, breach of any provision of the Agreement(s) shall operate as or
be deemed to be a waiver thereof nor shall a waiver by that Party of any breach constitute a
continuing waiver in respect of any subsequent or continuing breach.
18.1 The termination of the Agreement(s) howsoever arising shall not affect the provisions of
the Agreement(s) as are expressed to survive, operate or have effect thereafter.
19. RELATIONSHIP OF THE PARTIES
19.1 Nothing in the Agreement(s) shall constitute or deemed to constitute a partnership
between the Parties and no Party shall have any authority to bind the other Party in any way nor
shall the Agreement(s) be construed to constitute any party as the agent of the other Party
20. SUCCESSORS AND ASSIGNMENT
20.1 The Agreement(s) shall remain valid and binding throughout the duration of the
Agreement(s) on the Parties including their successors in title and permitted assigns.
20.2 The Customer shall not assign the Agreement(s) or any rights or obligations
under the Agreement(s) without obtaining prior written consent of the Company.
20.3 The Company may, in its sole discretion and without the consent of the Customer assign,
pledge or transfer its rights, interests or obligations under the Agreement(s).
21. STAMP DUTY
21.1 All the costs and expenses including the stamp duty for the Agreement(s) shall be borne
by the Customer.
22. GOVERNING LAW
22.1 The Agreement(s) shall be construed and governed in accordance with the laws of Malaysia.
23. TIME OF THE ESSENCE
23.1 Time wherever referred to in the Agreement(s) shall be of the essence.
24.1 The Agreement(s) may be signed in any number of counterparts, each of which is an
original and all of which, taken together, constitutes one and the same instrument.
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