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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.          DEFINITIONS


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 written;


(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 fromb  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;




2.1  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 maybe);


(b)    these General Terms and Conditions; followed by


(c)     the purchase order and/or quotation.




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.




4.1  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 stipulated.




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).


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 arbitrator.


(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  arbitration.




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 owe  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 the Agreement(s).


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 disclosure.


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.




7.1  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 Company.


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.




9.1     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.        INDEMNITY


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.




11.1     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.        NOTICE


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).




13.1  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 Party.


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 envisaged  in  the  Company’s  Privacy Policy, and also that the Privacy Policy needs to be regularly visited as information therein may change over time.  Notwithstanding  this, the Company will notify the Customer separately of any material changes to the Privacy Policy.


13.6   The  Customer shall invite Data Subjects to regularly visit the Privacy Policy 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




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.




15.1   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.        WAIVER


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.        SURVIVAL


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.




19.1      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 thereto.




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.




23.1      Time wherever referred to in the Agreement(s) shall be of the essence.


24.        COUNTERPART


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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