SPECIFIC TERMS & CONDITIONS OF SALE OF NEW VEHICLES

1. Definitions

“Agreement”

means the agreement for the sale and purchase of Vehicle made between the Company and the Customer in accordance with the Quotation and these terms and conditions;

“Approved Receivable”

means all the present or future obligations of the Customer owing to the Company arising under the Agreement (including the right to receive any payment, interests, tax, duty or liabilities payable by the Customer under the Agreement) which are evidenced by an invoice to be submitted by the Company to the Factor and which are purchased by the Factor in accordance with the terms and conditions of the factoring arrangement and/or agreement between the Company and the Factor;

“Customer”       

means the individual(s), entity and/or company whose order for the Vehicle is accepted by the Company;

“Company”     

means Scania Malaysia Sdn Bhd;

“Contract Price”    

means the sum payable by the Customer to the Company in consideration of the supply of the Vehicle(s) under the Quotation;

“Deposit”

means a non-refundable deposit of a certain amount of the total Contract Price which is determined by Scania based on the Customer’s Order;

“Factor”

means Scania Credit (Malaysia) Sdn Bhd which is engaged in the factoring business of purchasing invoices in relation to the Company’s book debts or receivables on its Customers from the Company;

“Maintenance”

means preventive maintenance of the Vehicle as defined by the Company’s technical manuals;    

“Order”

means an order placed by the Customer to purchase a Vehicle;

“Parties”

mean the Company and the Customer;

“Quotation”      

means the details of the quotation and specification of Vehicle;

“Scania Data Driven Services”

refers to the services using key performance data relating to the Vehicle; and

“Scania Warranty”    

means the standard form of warranty provided by the Company in respect of the purchase of Vehicle as may be amended by the Company from time to time;

“Vehicle”            

means one of the following or a combination of the following (whichever is applicable) as referred to in the Quotation:- (i) truck; (ii) bus/coach; (iii) truck chassis; (iv) bus/coach chassis;

2. General

(a) This Agreement together with Scania General Terms and Conditions constitutes the entire understanding between the Parties and supersedes any prior understandings, discussions and/or negotiations, written or oral relating to the sale of Vehicle.

(b) Once the Customer has signed the Quotation and/or the Agreement and/or placed an Order, the Quotation and/or Agreement and/or Order cannot be terminated, cancelled or modified without the Company’s prior written consent. The Customer agrees to pay a sum equivalent to 5% of the total Contract Price of the Vehicle upon the occurrence of any of the foregoing.

(c) An Order can only be accepted by the Company upon the Customer fulfilling the following criteria: a) Deposit has been paid to the Company, b) relevant documents of secured financing (if applicable) have been received by the Company, and c) copies of all of the operating permits which are required by the relevant authorities have been received by the Company.

3. Payment

(a) Full payment of the Contract Price is due and payable by the Company prior to delivery of the Vehicle, unless otherwise agreed by the Company.

(b) If payment of the Contract Price is by way of a letter of credit, the Customer shall establish in favour of the Company an irrevocable letter of credit from an approved bank or financial institution in the form and upon the terms satisfactory to the Company. The letter of credit must be valid from the date of delivery of the chassis of the Vehicle to the bodybuilder.

(c) In the event of the Customer’s failure to make payment of the Contract Price, establish a letter of credit or otherwise to perform its obligations hereunder, the Company may withhold delivery of the Vehicle until such payment is made by the Customer. The Company also reserves the right to irrevocably forfeit any Deposit paid by the Customer.

(d) The Customer may seek financing for the balance of the Contract Price of the Vehicle from Scania Credit (Malaysia) Sdn Bhd, subject to terms to be agreed between the Customer and Scania Credit (Malaysia) Sdn Bhd.

(e) If the Customer obtains a loan from a financial institution or bank to finance the purchase of the Vehicle, the Customer shall cause the financial institution or bank to issue the Company an unconditional and irrevocable letter of undertaking to pay the Contract Price or part thereof to the Company before delivery of the Vehicle. In the event a letter of undertaking issued by the Customer’s financial institution or bank is revoked or terminated for any reason whatsoever, the Company shall be entitled to terminate this Agreement and/or to irrevocably forfeit the Deposit paid by the Customer. 

(f) The Contract Price due from the Customer can be paid to the Company via any of the following methods:

• Account payee cheques, crossed and made up in the favour of ‘Scania Malaysia Sdn Bhd’ who will issue the official receipt upon clearance of such cheques. Delivery of Vehicle will be made after such cheques are cleared;
• Bank drafts, letter of credit or other financial instruments which must be unconditional and irrevocable;
• Telegraphic transfer; or
• Such other payment methods as determined by the Company from time to time.

(g) The right to collect and enforce payment of any Approved Receivable may be sold, assigned, factored or transferred by the Company to the Factor.

(h) In the event the right to collect and enforce payment of any Approved Receivable is sold, assigned, factored or transferred by the Company to the Factor, the Factor shall have the sole and exclusive right of collecting and enforcing payment of each and every Approved Receivable purchased by the Factor and the Customer shall make payment of each and every Approved Receivable to the Factor, unless otherwise instructed or requested by the Factor.

(i) The Customer shall refrain from taking any action which might in any way prejudice or limit the rights of the Factor to collect and enforce payment of any Approved Receivable.

4. Vehicle Specifications

The Company reserves the right to make any change to the specification or design of the Vehicle without prior notice given to the Customer for the purpose of complying with any applicable safety or regulatory requirements and/or such other purpose as may be deemed necessary by the Company.

5. Delivery

(a) The Company has no obligation to transfer or deliver or allow the Customer to take possession of the Vehicle before the Contract Price or part thereof agreed to be paid has been remitted pursuant to paragraph 3 hereinabove.

(b) Unless otherwise stated and subject to paragraph 5(a) above, the place of delivery of the Vehicle is at the Company’s premises.

(c) If the Customer does not in due time fulfil the conditions incumbent upon him or in any other way delays in carrying out his obligations under this Agreement, for instance by adding to or altering the Order, the Company shall have the right to prolong the delivery time or to cancel the Agreement.

(d) The Customer shall examine the Vehicle prior to accepting delivery. On such acceptance of delivery by the Customer, the Customer is deemed to have agreed that the condition of acceptable and merchantable quality implied by law does not operate in relation to any defects in the Vehicle that an examination by the Customer ought to have revealed. In the event the Vehicle is subject to defects notified by the Company to the Customer before the signing of the Quotation and/or Agreement and/or the placing of the Order, then such condition of acceptable and merchantable quality does not operate in respect of the Vehicle.

6. Ownership/ Title

(a) The ownership and title to the Vehicle will only be passed to the Customer after the Company has received the Contract Price in full. In the event the Vehicle is delivered to the Customer and the Customer fails to pay the full Contract Price, the Customer undertakes to return the Vehicle to the Company in the same condition as it was delivered to the Customer. Failure to return the Vehicle to the Company will result in the Company obtaining a court order to recover possession of the Vehicle, whereby the Customer shall be liable for further cost and expenses incurred thereto by the Company.

(b) Until title and ownership to the Vehicle has been passed to the Customer, Customer shall: (i) hold the Vehicle as the Company’s bailee; (ii) store the Vehicle (at no cost to the Company) separately from all other goods held by Customer so that they remain readily identifiable as the Company’s property; (iii) not to destroy, deface or obscure any identifying mark or packaging relating to the Vehicle; and (iv) maintain the Vehicle in satisfactory, acceptable and merchantable condition and quality.

(c) All risk of loss and/or damage to the Vehicle will be passed to the Customer upon delivery of the Vehicle to the Customer, notwithstanding that the ownership of the Vehicle has not been passed.

(d) Notwithstanding that the Vehicle had been altered and/or added with body or such other components, the ownership of the Vehicle shall remain with the Company until full payment of the Contract Price has been made by the Customer.

(e) In the event a debenture is created over the assets of the Customer, the Vehicle belonging to the Company that is in the possession of the Customer shall not form part of the assets of the Customer.

7. Default/ Breach by Customer

Without prejudice to the Company’s rights under the law, where the Customer fails to pay the Contract Price or to fulfil any of its obligations under this Agreement, the Company shall be entitled to the following remedy:

(i) Irrevocably forfeit the Deposit paid by the Customer;

• Suspend all deliveries to the Customer under this Agreement;
• Terminate this Agreement with the Customer wholly or partly and to take possession of Vehicle(s) supplied; and/ or
• To be compensated fully by the Customer for any interest, damages, expenses, costs and/or losses incurred by the Company as a result of the Customer’s failure to pay the Contract Price or fulfil any of its obligations under this Agreement.

8. Storage Charges

The Customer shall take delivery of the Vehicle promptly upon being notified by the Company. Where the Customer fails to take delivery of the Vehicle within seven (7) days from the date of being notified by the Company, the Customer shall pay the Company storage charges at the rate of Ringgit Malaysia Three Hundred (RM300.00) per day.

9. Scania Services Included

Unless otherwise imposed by the Company and notified to the Customer from time to time, the Company may include certain services as part of the Vehicle purchase. Such services include but are not limited to, Maintenance of the Vehicle for a certain period, or a full repair and maintenance package, or part of Scania Data Driven Services or combinations thereof. 

10. Scania Assistance Services

From time to time, the Company may provide free Scania assistance services to the Customer for a certain period. Such Scania assistance services include the Customer obtaining free call-out and free travelling charges to/from the Vehicle breakdown site, only provided that all the terms and conditions as may be imposed by the Company have been complied with by the Customer.

11. Scania Warranty

The Vehicle is subject to warranty conditions of the Customer’s agreement to purchase of such Vehicle from the Company (as set out in Scania’s General Conditions of Delivery and Warranty).

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