GENERAL SALES TERMS AND CONDITIONS
 
 
Orders, Price, Payment and Delivery
  1. These terms and conditions apply to all Products (“Products”) sold by Seller to Buyer and shall govern the relevant sales contract to the exclusion of all other terms and conditions not stated herein unless Seller expressly agrees to them in writing. No conduct by Seller shall be deemed to constitute acceptance of any terms and conditions, whether oral or otherwise put forward by Buyer.
  1. All sales quotations will automatically expire 3 calendar days from the date issued and subject to changes without Prior Notice unless otherwise agreed and may be terminated by Seller within such period by written notice to Buyer. Prices quoted are exclusive of any direct and/or indirect taxes that may be imposed by the relevant authorities from time to time, which include but is not limited to any products and services tax (GST) or similar taxes applicable to or imposed upon such supply of Products/Services.
  1. All orders made by Buyer to Seller shall be in writing and require a formal written acceptance by Seller and such order and concurring order acceptance shall represent the formal and binding contract between Seller and Buyer in accordance with terms and conditions appearing herein (“Contract”).
  1. The description and specification of the Products shall, subject as provided in the Contract, be specified in the order from Buyer and concurring order acceptance of Seller.
  1. The price of the Products is set out in the Contract (“Purchase Price”). All other prices of Products published by Seller are intended to be for general information only and are subject to change without prior notice.
  1. Buyer shall not be entitled to deduct, setoff or withhold payment of any part or all of Purchase Price for any reason whatsoever.
  1. Unless otherwise agreed in writing, set-off or to withhold payment of any part or all of Purchase Price shall be made by an initial non-refundable deposit of 50% before the delivery of the goods. Such deposit shall become immediately due upon presentation of invoice by Seller. The balance shall be due and payable forthwith without further demand by Seller upon delivery of the Products.
  1. Seller is not obliged to perform any of its obligation set out in the Contract until Buyer has paid the initial deposit as stipulated.
  1. If Buyer fails to pay the Purchase Price in full by the date when it has become due (“Due Date”), then without prejudice to any other right or remedy available to Seller, Buyer shall pay interest on the total overdue amount at the rate 1.5% per month. Such interest shall accrue on daily basis from the Due Date until the date of actual payment of the total overdue amount, whether before or after judgement.
  1. Should Buyer default in paying any sum due under the Contract as and when such sum becomes due, Seller shall have the right either:
  1. Suspend further deliveries and/or any services on site until the default be made good;
  2. Immediately cancel the Contract in respect of any balance of Products due for delivery and/or installation due for completion.
  1. Cancellation after confirmation is strictly disallowed. Orders that are cancelled after an official Purchase Order has been placed with Seller, will be charged a cancellation fee equal to 50% of the total value of the purchase order, regardless of circumstances that lead to the cancellation of the order.
  1. Unless credit terms have been expressly agreed by Seller, payment for the Products or services shall be made in full before physical delivery of Products or Services.
  1. Buyer’s shall pay all shipping and handling charges.
  1. Buyer’s shall bear all country, provincial, government, state and local sales, use Products and Services, value added, excise, privilege and similar levies/taxes.
  1. Time for payment is of the essence. Seller reserves the right to charge interest at the rate 1.5% per annum on sums overdue.
  1. Unless Buyer’s and Seller have agreed to a different discount, Seller standard pricing policy for Products-branded systems, which include both hardware and services in one discount price, allocates the discount off list price applicable to the service portion of the system to be equal to the overall calculated percentage discount off list price on the entire system.
  1. The Products may be delivered in one or more batches at different times or dates. Any time or date for delivery of any one or all batches of Products provided by Seller is given in good faith based on best estimation. Delay or non-delivery of any one or more of the batches shall not entitle buyer to treat the Contract as repudiated and shall not affect Buyer’s obligation to receive and pay the delivered batches. Seller shall not be liable for any losses or damages, whether directly or indirectly, arising out of any delay in delivery or non-delivery of the Products whatsoever caused.
  1. Unless otherwise agreed, if Buyer refuses or fails to take delivery of the Products (otherwise than by reason of Seller’s default) after 30 days of the expected delivery date, Buyer shall be deemed to have repudiated the Contract and without prejudice to any other right or remedy available to Seller, Seller may;
  1. Accept the repudiation by Buyer and terminate the Contract with immediate effect and retain the Purchase Price or deposit pay by Buyer as liquidated damages;
  2. Recover the damages from Buyer for any and all losses suffered as a result of Buyer’s breach or repudiation;
  3. Sell the Products at the best price readily obtainable and charge Buyer for any shortfall below purchase Price;
  4. Arrange for the storage of the Products at Buyer’s risk and cost and Buyer shall reimburse Seller for all expenses incurred in connection with that storage until actual delivery, including insurance.
  1. Any Contract entered into based on a special pricing quote is sold only for the purpose of such special projects or deals based on which the special price had been quoted and is subject to the related supplier’s special terms and conditions. Upon Seller’s request, Buyer shall immediately provide its related customer’s or end user’s supporting documents, including but not limited to purchase order from its customer, acknowledged delivery note by its customer or end user relating to the said Products. Seller reserves the right to recover from Buyer any discounted sum and Buyer shall indemnify Seller against any losses and damages suffered by Seller or claims from any third party as a result of Buyer’s breach of any such provisions and supplier’s special terms and conditions.
  1. Seller shall deliver the Products to the place of delivery designated by Buyer’s and agreed to by Seller (“Place of Delivery”). The place of Delivery cannot be changed once the Buyer’s order is confirmed by Seller.
  1. Seller may, at its discretion, deliver the Products by batches in any sequence. Where the Products are so delivered by batches, each batch shall be deemed to be the subject of a separate contract and no default or failure by seller in respect of any one or more batches shall vitiate the Contract in respect of Products previously delivered or undelivered Products.
  1. Any dates quoted by Seller for the delivery of the Products are approximate only and shall not form part of Contract. Seller shall not liable for any delay in delivery of the Products and/or services, howsoever caused.
  1. Seller may revise and/or discontinue Products at any time without notice.
 
Credit
Unless otherwise agreed in writing and signed by an authorized representative of Impact Business Solutions Sdn Bhd (“IBS/Seller”), these Sales Term and Conditions (‘Sales Term”), as published on Impact Business Solutions Sdn Bhd Web site located at www.impact-multimedia.com at the time of sale, govern all purchases of products and services by the entity set forth in the applicable credit application in which these Sales Terms and Conditions are referenced (“Buyer”). Seller will specify Buyer’s payment terms, if any, when Buyer establishes its account. Buyer’s credit line and payment terms are subject to change from time to time. Seller has the right to modify, increase or terminate Buyer’s credit privileges and terms at any time without prior notice to Buyer. Buyer certifies that the information it furnishes to induce Seller to extend credit and sell Products to Buyer, including, without limitation, any financial statements, is true and correct and understands that Seller intends to rely upon such information as correct.
 
Return
Buyer may only return Products as permitted in these Sales Terms. Products otherwise shall be non-returnable, non-transferable and the prices shall be non-refundable. Buyer may only return erroneously shipped Products or Products that were damaged prior to shipment and within valid Contract. In order to be eligible to receive credit for returned Products, Buyer must adhere to Seller’s returns processing guidelines. If Buyer returns any Products without Seller’s authorization or does not comply with Seller’s return requirements, those Products may be subject to return to the manufacturer/vendor, and if refused, Seller may consider the Products abandoned and dispose off them, without crediting Buyer’s account. Seller reserves the right to charge a restocking fee for handling any Product that is erroneously returned.
 
Warranty/Indemnities
Buyer acknowledge that Seller is not the manufacturer of the Products. Product warranties, if any, are provided by Manufacturer or Publisher (“Vendor”) of the Products. SELLER EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONVENANTS, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ALL INFORMATION IS PROVIDED TO BUYER “AS IS”. To extend authorized, Seller will pass through to Buyer any transferable Product warranties, indemnities, and remedies provided to Seller by the Vendor, if any, including any warranties and indemnities for intellectual property infringement. Buyer’s, its affiliate’s, and their respective customer’s sole and exclusive remedy relating to the Products shall be the remedy, if any, afforded by the applicable Vendor of such Products to such parties.
 
Force Majeure
Seller shall not responsible for delays in deliveries or failure to perform due to events of force majeure, including, but not limited to fire, flood, tornado, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, delay in transportation, labor shortage or strikers, materials or manufacturing facility shortage, accidents, boycott, embargo or any act or regulation of government or governmental authority and other contingencies beyond Seller control resulting impossibility or delay of performance of Seller.
 
Compliance
Buyer agrees to abide by all laws and regulations applicable to its performance of its obligations under these Sales Terms. Neither party has made, and will not make, any direct or indirect payment, offer to pay, or authorization to pay, any money, gift, promise to give, or authorization of the giving, of anything of value to any government official, or the immediate family of any such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Buyer or Seller in obtaining or retaining business, or securing an improper advantage. If Buyer delivers the Products to its customer who may use the Products outside the Malaysia, Buyer will advise its customer that the Products are controlled for export by the Royal Malaysian Custom Department and that the Products may require authorization prior to export from Malaysia or re-export.
 
Restriction
Buyer agrees to at all times adhere to Seller and any applicable Vendor’s current Product Restrictions and Obligations Policy. Buyer may not alter or modify the Products in any way or combine the Products with any other Products or material not authorized by Seller and the applicable Vendor. Products may have additional restriction on their distribution or use. Buyer is solely responsible for ensuring its adherence to any and all such restrictions.

Relationship
Buyer and Seller are independent contractors. Nothing stated in these Sales Terms will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the party’s behalf.
 
Notice
All notices, requests, demands, and other communications must 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.
 
Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia and shall be subject to the non-exclusive jurisdiction of the courts of Malaysia.
 
General
The Buyer’s shall not be assign or otherwise transfer any Contracts or any of 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.

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.

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.