1. INTERPRETATION AND DEFINITIONS

1.1 In this document, unless the context otherwise requires, the following words and expressions shall have the following meanings:

• “Client” means the Client of the Products/ services from STDN who has accepted the quotation from STDN or who otherwise entered into a Contract with STDN for the purchase of the Products / services;
• “STDN” means STDN ICT & SECURITY SDN BHD (Company Reg. No.:201401023641 (1099727-K)), a company incorporated in Malaysia and its registered business address at Level 8, MCT Tower, Sky Park, One City, Jalan USJ 25/1, 47650 Subang Jaya, Selangor Darul Ehsan, Malaysia.;
• “Products / services” means the Products / services which shall be supplied by STDN to the Client pursuant to these Terms and Conditions;
• “Contract” means the Contract regarding the Client’s purchase of the Products / services and STDN’s supply of the Products / services to the Client which shall incorporate these Terms and Conditions;
• “Order” means the purchase order for the Products / services made by the Client;
• “Confidential Information” means any information in relation to STDN which is disclosed to the Client by STDN pursuant to or in connection with these Terms and Conditions (whether orally or in Writing, and whether or not such information is expressly stated to be confidential or marked as such);
• “Terms and Conditions” mean these standard terms and conditions set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Client and STDN;
• “Website” means STDN’s website at www.stdnsecurity.com;
• “Writing” includes electronic mail facsimile transmission and any comparable means of communication.

2. GENERAL

2.1 Unless otherwise expressly agreed in writing by STDN, these Terms and Conditions shall govern all contracts for sale of the Products / services from STDN to the Client.

2.2 A Contract between STDN and the Client shall be deemed concluded when STDN receives an Order from the Client which is in accordance with these Terms and Conditions and STDN has accepted the Order in accordance with these Terms and Conditions.

2.3 Any other terms and conditions contained

3. ORDERS AND ACCEPTANCE

3.1 The information, statements or materials contained on the Website in connection with the supply of the Products / services including but not limited to photographs, drawings, specifications, availability of the Products / services and pricing have been posted on an “as is”, and “as available” basis are not binding and for information purposes only. STDN does not warrant or guarantee the accuracy or completeness of these information, statements or materials, and expressly disclaim any liability for any errors, omissions and/or inaccuracies in these information, statements or materials.

STDN shall endeavor, but is not obliged to correct any inaccuracies, errors, omissions or typographical errors in the information, statements or materials posted on the Website, and such information, statements or materials may be changed, amended or updated from time to time without notice and without liability on STDN’s part.

3.2 STDN’s quotation or the information, statements or materials on the Website shall not under any circumstances whatsoever be considered or construed as an offer to sell.

3.3 An Order from the Client whether made through the Website or other means shall constitute the offer. It is the Client’s responsibility to ensure that the information contained in the Order are accurate and correct.

3.4 When the Client places the Order, it shall be deemed that the Client has read, understood and agreed to these Terms and Conditions.

3.5 STDN reserves the right not to process the Order or not to accept the Order and STDN is not obliged to assign any reasons for not processing or accepting the Order.

3.6 Upon receipt of the Order, STDN shall send an electronic acknowledgement that the Order has been received. In processing the Order, STDN is entitled to request for further information or confirmation of information from the Client which deemed necessary

4. PRICE AND PAYMENT TERMS

4.1 The price of the Products / services shall be the price stated in STDN’s quotation.

4.2 In the event of a change in applicable law concerning taxes and duties prior to the delivery of Products / services to the Client, the Client shall pay STDN, where applicable, any increase in the said taxes and duties.

4.3 The Client shall pay STDN for the Products / services. Payment can be made pursuant to the payment methods set out in the Invoice.

4.4 A Client meeting STDN’s requirements may apply to STDN for credit terms by submitting such documents and information as requested by STDN. Notwithstanding the Client meeting STDN’s requirements, STDN may, at its sole discretion refuse any application for credit terms without assigning any reasons. Any credit terms granted shall be subject to such terms and conditions STDN in its sole discretion deems fit including imposing late payment charges, requirement of personal and/or corporate guarantee(s) and STDN may in its sole discretion terminate or withdraw any credit terms granted without assigning any reason whatsoever.

4.5 In the event STDN at its sole discretion grants the Client credit terms for the payment of the price of the Products / services, full payment shall be due and payable upon expiry of the credit period granted by STDN or when the credit limit has been exceeded, whichever is earlier.

4.6 In the event the Client fails to settle in full any of STDN’s invoices within the credit terms granted by STDN, the Client acknowledges that STDN shall have a right (without prejudice to any other right or remedy at law and in equity) to:
(a) impose late payment charges at the rate of one point five (1.5%) per centum per month on the outstanding amount from the date due for payment until the outstanding amount is fully settled and the Client shall pay to STDN such late payment charges;
(b) cancel or suspend any further delivery to the Client under any Contract and STDN shall have no liability whatsoever to the Client;
(c) Service support / products’ warranty automatically void for unsettled account. All supplied goods remain property of STDN until payment is settled in full.

4.7 If there is any discrepancy in the invoice, the Client shall within seven (7) days from the date of STDN’s invoice notify the same to STDN in writing, failing which the account in that invoice shall be deemed to be in order.

4.8 The Client agrees that a statement of accounts in writing showing the amount owing by the Client duly certified by STDN’s authorised representative shall be binding and conclusive evidence of the amount owing by the Client to STDN.

5. CANCELLATION OF ORDER

5.1 The Contract shall not be cancelled from the moment STDN deliver the Products and/or render the services to the Client without the STDN’s prior written approval.

5.2 Where STDN at its sole discretion accepts such request for cancellation by the Client, STDN shall be entitled to charge the Client an amount representing the losses or expenses directly or indirectly resulting from such cancellation and the Client shall pay such amount within seven (7) days from STDN’s written demand.

5.3 Where STDN at its sole discretion does not accept such request for cancellation by the Client, STDN shall be entitled to recover the full price of the Products / services from the Client and to charge the Client with additional losses both direct and indirect from such cancellation and the Client shall pay such amount within seven (7) days from STDN’s written demand.

6. CONFIDENTIALITY

6.1 Except as provided by Clauses 6.2 and 6.3, the Client shall at all times during the continuance of the Contract and after its termination or fulfilment of the Contract:
(a) use its best endeavors to keep all Confidential Information confidential and accordingly not to disclose any Confidential Information to any other person; and
(b) not use any Confidential Information for any purpose other than the those set out in these Terms and Conditions.

6.2 Any Confidential Information may be disclosed by the Client to:
(a) any governmental or other authority or regulatory body; or
(b) any duly authorized employees of Client;
to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as is required by law and subject in each case to the Client using its best endeavors to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.

6.3 Any Confidential Information may be used by the Client for any purpose or disclosed by the Client to any other person to the extent only that:
(a) it is at the date hereof, or hereafter becomes, public knowledge through no fault of the Client (provided that in doing so the Client shall not disclose any Confidential Information which is not public knowledge); or
(b) it can be shown by the Client, to the reasonable satisfaction of STDN, to have been known to it prior to its being disclosed by STDN to the Client.

6.4 STDN is committed to safeguarding the Client’s privacy and will not disclose to third parties outside STDN’s organization.

7. WARRANTIES

7.1 The Products’ warranty period is subjected to this Terms & Conditions and the relevant manufacturer’s warranties.

7.2 This warranty does not provide coverage of the lost parts / equipment. This warranty shall be rendered null and void if damages or defects arising due to the following reason:
(a) Modification / alteration of the equipment by other third party.
(b) Improper remedy of defects / replacement / repair of parts or equipment by other third party.
(c) Natural disaster or acts of God, e.g. lightning, fire, flood etc.
(d) Connection to irregular voltage sources / excessive load.
(e) Poor maintained / operated, misuse, theft, accidents, negligence or vandalism.
(f) Defective installation or commissioning by the Client or other third party.
(g) Serial number or warranty sticker has been altered, tampered or removed from the Product.

7.3 STDN shall be under no liability whatsoever under the above warranty (or any other warranty condition or guarantee) if the total price for the Products / services has not been paid in cleared funds by the due date for payment;

7.4 STDN shall be under no liability whatsoever in respect of any defect in the Products arising after the expiry of the warranty period of the Products.

8. FORCE MAJEURE

8.1 STDN shall not be liable to the Client or be deemed to be in breach of the Sale Contract by reason of any delay in performing or any failure to perform any of STDN’s obligations if the delay or failure was due to any cause beyond STDN’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond STDN’s reasonable control:
(a) Act of God, explosion, flood, tempest, fire or accident;
(b) War or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) Acts of restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
(d) Import or export regulations or embargoes;
(e) Interruption of traffic, strikes, lock-outs, other industrial actions or trade disputes (whether involving employees of STDN or of a third party);
(f) Interruption of production from the manufacturer, difficulties in obtaining raw materials labour fuel parts or machinery;

8.2 Upon the happening of any one of the events set out in Clause 8.1 STDN may at its option: –
(a) fully or partially suspend delivery/performance while such event or circumstances continues;
(b) terminate any agreement in supplying with immediate effect by written notice to the Client and STDN shall not be liable for any loss or damage suffered by the Client as a result thereof.

9. INSOLVENCY OF CLIENT

9.1 This Clause applies if:
(a) the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Client; or
(c) the Client ceases or threatens to cease to carry on business; or
(d) STDN reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.

9.2 If this Clause applies then without prejudice to any other right or remedy available to STDN, STDN shall be entitled to terminate the Contract or suspend any further delivery/performance without any liability to STDN and if the Products / services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. LIABILITY

10.1 All product warranty and liability for the Products shall lie with and given by the manufacturer of the Products. In no way will STDN be liable to the Client for any product warranty and liability in respect of the Products.

10.2 Without prejudice to anything herein contained in these Terms and Conditions, STDN’s maximum and cumulative total liability (including any liability for acts and omissions of its employees/ sub-contractors) in respect of any and all claims for defective performance, breach of contract, compensation, indemnity, negligence at law or equity and any other damages or losses which may arise in connection with its performance or non-performance under the Contract, shall not exceed the total price of the Products / services.

10.3 If a number of events give rise substantially to the same loss they shall be regarded as giving rise to only one claim under these Terms and Conditions.

11. TERMINATION

11.1 On or at any time after the occurrence of any of the events in Clause 11.2 STDN may stop any Products / services in transit, suspend further deliveries to the Client and exercise its rights to terminate the Contract with the Client with immediate effect by written notice to the Client.

11.2 The events are: –
(a) the Client being in breach of an obligation under the Contract;
(b) the Client passing a resolution for its winding up or a court of competent jurisdiction making an order for the Client’s winding up or dissolution;
(c) the making of an administration order in relation to the Client or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Client’s assets;
(d) the Client making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;
(e) the Client being an individual becomes bankrupt.

 

12. NOTICES

12.1 All notices and other communications hereunder shall be in legible Writing and may be delivered to or sent by registered post, facsimile transmission or electronic mail to the party to whom the notice is given at the address shown herein or such other address as that party shall have previously notified to the sender or sent by electronic mail at the electronic mail address registered with STDN.

12.2 Every notice shall be deemed to have been received and given three (3) days after the actual date of the posting or if delivered, the date of delivery or if sent by facsimile transmission, upon proof of successful transmission or if sent by electronic mail, the sending date.

 

13. MISCELLANEOUS

13.1 These Terms and Conditions and the Contract shall be governed by the laws of Malaysia and the Client agrees to submit to the exclusive jurisdiction of the Courts in Malaysia.

13.2 STDN shall be entitled to commence court legal proceedings for the purposes of protecting its intellectual property rights and confidential information by means of injunctive or other equitable relief.

13.3 STDN reserves their right to these Terms and Conditions at any time.

13.4 In the event of legal action being taken by STDN against the Client for recovery of the outstanding sum for breach of payment obligations herein, the Client shall be responsible for all costs and disbursements (including but not limited to the legal costs) incurred by STDN on a full indemnity basis. Stamp duty (if any, including penalties), shall be borne by the Client.