IDS Medical Systems (M) Sdn Bhd
Standard Terms & Conditions

1. ACCEPTANCE

The following terms and conditions govern the sale of products (“Product” or “Products”) and provision of services (“Service” or “Services”) by IDS Medical Systems (M) Sdn Bhd (henceforth known as “Seller”). Seller expressly accepts the purchase order of the customer (henceforth known as “Buyer”), only on Buyer's acceptance of the following terms and conditions of sale. Acceptance by Buyer is limited to the following terms and conditions. The following terms and conditions will replace any other additional or different terms and conditions to which notice of objection is hereby given.

Neither Seller's commencement of performance or delivery shall be deemed or construed as acceptance of Buyer's additional or different conditions. Buyer's acceptance of the terms and conditions set out in this document shall be conclusively established either from Buyer's acceptance (partial or full) of any or all the goods, or from Buyer's payment for any of or all the goods.

2. ORDERS

All orders placed by Buyer and received by Seller are considered accepted upon receipt of the orders, unless otherwise notified by Seller to Buyer. Orders placed cannot be cancelled or be rescheduled without Seller's consent. Buyer shall include the following information, clearly and legibly, in its orders: (a) date of placement of the order; (b) Product or Service type and quantity of Product or Service required; (c) requested delivery location, date, and recipient; (d) any critical remarks or comments to the sales order.

Seller shall acknowledge Buyer's purchase order within a reasonable response time and provide confirmation on the acceptance or rejection of the purchase order. Upon acceptance of the order, Seller shall deliver goods purchased in this document to the best of its ability to ensure that Buyer's needs are met promptly. Seller shall retain the right to allocate Products to its customers as Seller deems necessary.

Buyer shall have the right to cancel orders submitted to and accepted by Seller, provided that prior consent of Seller has been obtained on the cancellation.

Upon the confirmation of purchase order, Buyer shall pay a non- refundable deposit to Seller for the amount specified in the purchase order document. This deposit amount shall be deducted from the final invoice that is due upon delivery of products to the Seller. If this transaction fails to close for any reason other than default by Seller, the deposit shall remain non-refundable.

3. PRICES

Prices of Products or that of Services are as specified in this document. Seller may increase prices of undelivered Products or Services in the event of an increase in Seller's cost or that of its suppliers, a change in market conditions, or effects of Force Majeure events (as detailed in “Force Majeure” section of Seller's Standard Terms and Conditions of Sale) that are beyond Seller's reasonable control.

Prices and validity of the prices quoted are effective only for the terms specified in this document.

Buyer agrees to pay all costs in excess of the quoted prices unless the sale is exempt from any additional costs or taxes. Buyer shall be notified of any excess costs or taxes where applicable, and any excess costs or taxes shall appear as separate items on Seller's document.

4. PAYMENT TERMS

Payment is due upon delivery to customer or in accordance to the payment terms stated in this document to Buyer unless otherwise stated in writing by Seller, or agreed between Buyer and Seller.

All payments must be received by Seller net of all bank charges and withholding taxes whatsoever. The Buyer shall be subject to a late payment penalty of twelve (12) percent per annum above the local average prime lending rate, the penalty compounded on a daily basis on the amount due, from the due date to date of Buyer's full payment.

Buyer shall pay for transportation charges from Seller's facility to Buyer's designated delivery location, unless otherwise agreed by Seller in writing. Seller retains right to select Buyer's delivery carrier in absence of specific charter instructions from Buyer. Seller may bill each shipment separately; each billing shall be considered a separate, individual contract between Seller and Buyer.

5. DELIVERY

All deliveries shall be made, according to the terms of this document, to Buyer's designated point of delivery unless otherwise stated in writing by Seller, or agreed between Seller and Buyer. Seller shall be deemed to have completed delivery upon transfer to Buyer's carrier (whether designated by Buyer or Seller) or Buyer's stated destination of delivery, where all risks of damage or loss to the Products shall pass to Buyer.

In the event the Buyer fails to accept delivery for any reasons caused by the Buyer or requests for a delay in delivery that may be caused by, but not limited to, project delays by the Buyer after the order has been confirmed and is ready to be delivered by the Seller:

1. the Seller retains the right to invoice the Buyer and Buyer shall pay all invoices before their due date.
2. the Seller retains the right to charge the Buyer for all charges and costs incurred by the Seller in holding stocks for the delayed deliveries.

Buyer accepts that Seller's stated delivery dates are provided to the best of Seller's ability and are estimates only. Seller shall not be liable for delays in delivery or for performance failures due to reasons beyond the control of Seller, including, but not limited to, factors such as supplier-related delays or any factor deemed as an event or events under Force Majeure, thus excusing Seller from liabilities of any non-performance and from remedy of such non-performance, unless otherwise agreed between Seller and Buyer.

Buyer shall grant Seller a delivery deadline extension equal to the time lost resulting from any such delay in delivery. Seller shall be allowed to remedy the delay without Seller being subjected to any liability whatsoever. Seller shall, in no way whatsoever, be liable for any compensation or penalties thereafter that Buyer seeks from Seller, due to such late deliveries as mentioned.

Seller retains the right to use commercially reasonable efforts to maintain, at its sole discretion, its inventory of stocks at a level appropriate and sufficient for Seller to meet any orders placed with Seller. Seller shall not be obliged to maintain its inventory according to Buyer's conditions in any way whatsoever.

6. ACCEPTANCE AND RETURNS

Buyer's acceptance of any shipment shall be deemed to be established upon delivery of said shipment at Buyer's designated delivery destination or carrier. Buyer has the right to perform any required inspection or test necessary. However, Buyer must either accept or reject the Products upon delivery. All claims by Buyer for any defect, shortfall, or fault in the goods in this document must be made immediately upon delivery of the goods by Seller to Buyer's designated delivery point or carrier. Buyer shall be presumed to have waived any such complaint after the given cure period.

For returns, Buyer shall not be entitled to return any goods purchased in this document in return for credit in any way, without first obtaining written permission from Seller beforehand. Credit shall be provided only on defective products proven to be caused by Seller's suppliers after return authorization is provided by Seller, and upon full satisfactory inspection of the goods by Seller's suppliers where the cause of the defect has been fully determined.

7. WARRANTY

Seller warrants that the goods supplied under this document shall conform to the descriptions and manufacturing specifications issued by Seller's suppliers or the Product manufacturers, for any such stated warranty period, starting from the date of Buyer's purchase Seller shall have no liability to purchase any extended warranty from Product manufacturers or third-party vendors beyond the initial manufacturing warranties given.

Seller retains the right to repair or replace any defective Product, or to refund to Buyer the purchase price paid in this document for the Product, at Seller's discretion. All claims from Buyer shall not exceed the sum of Buyer's paid amounts for such defective Products in this document. Seller's said warranty is the only warranty with respect to the goods in this document. All other warranties, implied or expressed, shall be disclaimed. Seller's liability for breach of warranty shall be limited solely to the replacement of the defective goods in this document.

Seller's said warranty shall not apply to non-conforming Products caused by misuse, mishandling, negligence, or lack of care by Buyer or Buyer's customers, agents, or employees involving the use of the goods supplied by Seller. The said warranty shall not apply to non-conforming Products operated in a way divergent either from usage instructions provided by the Product's manufacturers, or from industry standards regarding installation, commissioning, maintenance, or operation of such Products.

Seller shall bear no liability for copyright, design, or patent infringements that are caused by the sale of the Products to Buyer. Buyer accepts that all said liabilities shall be levied on the Product manufacturers who are irrefutably responsible for such infringements.

Seller shall, in no event, be legally responsible for any incidental, indirect, or consequential damages resulting from projected or actual lost profits, loss of data or business, business delays, loss of goodwill, incurred expenses, and any other losses that might arise as a direct or indirect outcome of the sale or use of the Products sold in this document. Seller shall not be liable for any of the said losses because of Seller's lack of advisory or knowledge on the possibility of such damages, or because of Seller's non-performance or inadequate performance of its obligations, regardless of any basis on warranty, tort, contract, or any other legal theory.

8. DEFAULT

Seller reserves the right to cancel any or all outstanding order or orders from Buyer, and to enforce upon Buyer all payments due and payable, at any time should Buyer demonstrate a breach or default in the terms and conditions set out in this document.

Buyer shall compensate Seller for all expenses involved in pursuing remedies to Buyer's default or breach of conditions, including all attorney fees and legal expenses deemed reasonable by Seller.

9. LIMITATION OF LIABILITY

Seller's liability to Buyer shall not exceed the amount of the purchase price paid by Buyer in this document, regardless of any basis in tort, in contract, under any warranty, in negligence, or in any other legal theory. The goods sold in this document are subject to the manufacturing practices of Seller's suppliers, and Buyer shall not hold Seller liable for any direct, indirect, or consequential damages.

Buyer agrees to hold Seller harmless from any claims, demands, liabilities, expenses, or costs whatsoever arising out of the negligence or lack of care by Buyer or Buyer's customers, agents, or employees involving the use of the goods supplied by Seller. Buyer's indemnification shall include all costs, attorney's fees, and all other expenses paid or imposed upon Seller in defense of any such liabilities. Buyer accepts that Seller shall not be held responsible, in any way whatsoever, for any death or personal injury arising out of the negligence or lack of care by Buyer or Buyer's customers, agents, or employees caused directly or indirectly by the goods supplied by Seller.

10. FORCE MAJEURE

Seller shall not be liable in the case of Seller's inability to fulfil obligations for any orders placed by Buyer, or for delivery delays, due to factors beyond Seller's reasonable control.

These events include, but are not limited to: acts of God, riot, war, strike, delay by any designated carrier, shortage of Product, acts or omissions of other parties, acts of terrorism, natural or artificial catastrophes, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, delays in transportation or inability to obtain labor, materials, or Products through its regular sources, which shall be considered Force Majeure events excusing Seller from performance and barring Seller remedies for nonperformance. Buyer accepts that Seller shall inform Buyer about the occurrence of any Force Majeure event within a reasonable time.

11. PRODUCT RECALL

In the event that any government entity issues or requests, or if Seller or its suppliers consider, that a product recall, field safety correction, containment or hold action relating to the Products is necessary, Buyer shall cooperate with Seller and comply with Seller's instructions required to remedy such an event. Seller shall notify Buyer as promptly as reasonably practical on such events. Seller shall have control of the manner in which any such remedy actions shall be conducted.

12. GOVERNING LAW

Buyer and Seller agree that the laws of Malaysia shall govern and construe any agreement that stems from this document. Buyer shall not assign its obligations under this Agreement (whether in part or in full) without the prior written consent of Seller. The jurisdiction for the resolution of any disputes shall be assigned to Kuala Lumpur Regional Centre for Arbitration to resolve any disputes arising from this transaction.