1) Parties & Scope
These T&Cs govern all quotations, orders, sales of goods, equipment rentals, and services provided by EMV LED Services Sdn. Bhd. (“Supplier”) to the customer named on the quotation/invoice (“Customer”). Customer terms are rejected unless the Supplier expressly agrees in writing. If a separate contract exists, the order of precedence is: (1) signed contract, (2) invoice/quotation special terms, (3) these T&Cs.

2) Quotations, Orders & Changes
2.1 Quotations are invitations to treat, valid for the stated period (or 7 days if unstated).
2.2 An order is binding when accepted by the Supplier or when payment is made.
2.3 Any changes to quantities, dates, venue, layout, technical specs, or scope require written consent and may adjust price, timeline, and resource allocation.

3) Prices, Taxes & Charges
3.1 Prices exclude SST, duties, bank fees, withholding, permits, venue charges, logistics surcharges, and third-party fees unless stated.
3.2 Customer bears all taxes and charges. Currency conversions (if any) follow the Supplier’s bank TT rate at the time of invoicing/collection.

4) Payment Terms
100% upon confirmation (unless otherwise stated in writing on the quotation/invoice). Payment must clear before delivery, collection, installation, mobilization, or service start. Late amounts accrue 1.5% per month (or the legal maximum) plus recovery costs. The Supplier may pause performance until cleared funds are received.

5) Title & Risk – Sales
5.1 Title to goods passes only upon full payment.
5.2 Risk transfers on delivery to Customer or its carrier (Incoterms as stated; if unstated, EXW Supplier’s warehouse).
5.3 Until title passes, Customer shall not encumber goods, shall keep them identifiable and insured, and shall return them on demand upon default.

6) Rentals (If Applicable)
6.1 Rental items remain the Supplier’s property. Customer is responsible for safekeeping, proper operation, and returning items in the received condition (fair wear & tear excepted).
6.2 Loss, theft, or damage is chargeable at repair or replacement cost, plus downtime if applicable.
6.3 Late returns and overtime usage are billable at prevailing daily/hourly rates.
6.4 Customer must not sub-rent or relocate equipment without written consent.

7) Site Access, Customer Responsibilities & Compliance
7.1 Customer shall provide safe access, accurate site information, reasonable working conditions, adequate power, internet (if required), permits, and venue/third-party coordination.
7.2 Customer is responsible for structural and electrical suitability of the site and legal compliance (OSHA/NIOSH/DOSH/Fire, venue rules).
7.3 If conditions are unsafe or non-compliant, the Supplier may suspend works; stand-down time and remediation are chargeable.

8) Delivery, Installation & Schedule
8.1 Dates/times are estimates. The Supplier uses reasonable efforts but is not liable for any loss or damages caused by late or failed delivery/installation due to, among others: traffic, weather, accidents, breakdowns, supply chain, customs/permits, venue restrictions, manpower shortages, utility/network failures, Customer/third-party acts or omissions, or Force Majeure (Clause 12).
8.2 If a non-Force-Majeure delay is solely the Supplier’s fault, Customer’s exclusive remedy is, at the Supplier’s option: (a) re-performance within a reasonable time; or (b) a pro-rated credit/refund for the affected portion only.

9) Inspection, Handover & Claims
9.1 Sales: Customer must inspect on delivery and notify defects within 24 hours; failing which, goods are deemed accepted.
9.2 Services/Events: Acceptance occurs at handover or first beneficial use.
9.3 Any shortage/defect claim must be substantiated with photos, serials, and delivery references.

10) Warranties
10.1 Sales: New goods carry the original manufacturer’s warranty only. The Supplier’s obligation is limited to facilitating claims or, at its option, repair/replacement of defective items. No warranty on consumables or on defects arising from misuse, improper installation, unauthorized modification/repair, power issues, or environmental factors.
10.2 Services: Performed with reasonable skill and care. The sole remedy for breach is re-performance within a reasonable period.
10.3 Except as stated, all other warranties (express or implied, including merchantability/fitness) are disclaimed to the fullest extent permitted by law.

11) Exclusions & Liability Cap
11.1 The Supplier is not liable for indirect, incidental, special, exemplary, or consequential losses, including loss of profit, revenue, business, data, reputation, event penalties, or liquidated damages/SLAs.
11.2 Aggregate liability for any claim relating to the invoice, goods, rentals, or services is capped at the amount actually paid by Customer for the specific item/service giving rise to the claim.
11.3 Nothing excludes liability that cannot be excluded under Malaysian law.

12) Force Majeure
The Supplier is not liable for delay or non-performance caused by events beyond reasonable control, including acts of God, flood, fire, epidemic, government action, strikes/lockouts, war, terrorism, civil unrest, major traffic disruptions, power/network failures, or key supplier failures. Time for performance is extended for the duration and impact of the event.

13) Indemnity
Customer shall indemnify and hold the Supplier harmless from third-party claims arising out of: (a) Customer’s instructions, content, or specifications; (b) misuse or unauthorized modification; (c) unsafe site conditions; or (d) breach of these T&Cs.

14) Content, Intellectual Property & Software/Presets
14.1 Customer warrants it holds all rights and consents to any media/content provided (images, video, audio, trademarks).
14.2 Designs, drawings, schematics, layouts, software, presets, workflows, and documentation created or supplied by the Supplier remain the Supplier’s IP unless otherwise agreed in writing.
14.3 Customer receives a non-exclusive license to use deliverables solely for the intended event or installation.

15) Cancellations, Postponements & Refunds
15.1 If Customer cancels or postpones after confirmation, the following charges apply and may be deducted from the upfront payment (any balance is refunded within a reasonable time):
• 30–15 days prior: 30% of the affected amount
• 14–7 days prior: 50%
• ≤6 days or after mobilization: 100%
15.2 Non-recoverable third-party costs, special orders, and custom items are always chargeable in full.
15.3 For postponements, reasonable rescheduling and storage fees may apply; subject to availability.

16) Returns (Sales Only)
Returns (if permitted) require prior written approval from the Supplier, must be requested within 7 days of delivery, be unused and in original packaging. A restocking fee of 15–30% may apply. Custom/clearance/special-order items are non-returnable.

17) Safety & Damage
The Supplier may refuse/suspend work where conditions are unsafe or instructions are reasonably believed to endanger people or property. Any resultant delay, extra handling, or damage caused by Customer/venue/third parties is chargeable.

18) Confidentiality
Pricing, commercial terms, technical documentation, and non-public information exchanged are confidential and must not be disclosed except to comply with law or to professional advisers under confidentiality.

19) Data Protection (PDPA)
Customer consents to the processing of necessary business contact and transaction data for performance of the contract, invoicing, risk management, and legal compliance. Data is retained for statutory limitation periods and handled in accordance with applicable law.

20) Physical Acceptance (Signature)
20.1 Acceptance by signature: Signing the physical invoice/quotation (wet ink or e-signature) constitutes acknowledgment that the Customer has had the opportunity to view and read these T&Cs and accepts them in full.
20.2 If the Customer has already made full payment upon confirmation, such payment also constitutes acceptance.

21) Notices
Notices must be in writing and delivered by hand, courier, or email to the addresses on the invoice/quotation (or subsequently notified addresses). Email is effective when sent without bounce-back.

22) Dispute Resolution
Disputes shall first be negotiated in good faith. Failing resolution, disputes shall be referred to mediation at the AIAC, Kuala Lumpur. If unresolved within 30 days of a written mediation request, either party may commence proceedings in the courts of Malaysia (Kuala Lumpur), which have exclusive jurisdiction.

23) Severability & No Waiver
If any provision is invalid, the remainder remains in force. No failure or delay to enforce a right constitutes a waiver of it.

24) Entire Agreement & Variations
These T&Cs together with the invoice/quotation and any written special terms form the entire agreement for the described transaction and supersede prior communications. Variations must be in writing and signed/issued by the Supplier.

25) Acceptance Triggers (Summary)
Issuance of a PO, signature on the invoice/quotation, site access for installation, collection/acceptance of goods, commencement of services, or full payment upon confirmation each constitutes acceptance of these T&Cs.