1.1. Any Order accepted in writing by Syspex or signing of the Quotation by the Customer within the validity period of the Quotation, the Order cannot be cancelled or reduced in quantity unless otherwise agreed in writing by Syspex. Syspex reserves the right to accept or reject the cancellation request at its own discretion.

1.2. For the avoidance of doubt, any reference to Order shall include the purchase of products not limited to equipment, machine, consumables or maintenance services (“Product”).


2.1. The prices for an Order based on this Quotation that have been accepted by Syspex are not subject to change after acceptance. However, if the Customer submitted a written purchase order after the Quotation has lapsed, the prices are not guaranteed and subject to change without notice and fresh Quotation shall be issued to Customer.

2.2. Unless otherwise agreed in writing, the prices shall only include the items and the quantities stated in the Quotation and shall exclude all other unquoted items not limited to parts, shipping fees, applicable taxes and other charges. Any additional unquoted items and services are subject to additional charges.

2.3. The Customer shall make the payment for the Order within thirty (30) days from the date of invoice from Syspex unless otherwise agreed in writing between the parties to vary the payment terms. The Customer agrees that time is of the essence in making payment for the Order.

2.4. Syspex shall have the right, in addition to all other rights and remedies under the law, to recover any payments due hereunder and the Customer shall be responsible and indemnify Syspex for any and all whether direct or indirect damages, costs and legal fees and expenses in recovering the outstanding sum.


3.1. Shipping and delivery may subject to changes due to Covid-19 pandemic, shipping crisis, international trade policy and shortage of component or material. The delivery deadline or delivery date are purely indicative and are given without any commitment. Under no circumstances does the Customer acquire a right to compensation if that deadline is exceeded for any reason, decline delivery, or cancel the order.

3.2. If the Customer fails to take delivery of the Products on the agreed delivery schedule due to the fault of the Customer, Syspex reserves the right to store the Products at the risk of the Customer until the Customer reschedule to receive delivery or collect the Products and Syspex is entitled to charge all reasonable cost and expenses in regard to storage and other related costs to the Customer.

3.3. A signature on the delivery order or any other documents confirming the delivery shall constitutes that all Products have been received in good order and that the Customer is satisfied with the condition of the Products delivered. In case of damage, missing products or incorrect delivery, the Customer must notify Syspex within five (5) calendar days from the date of delivery.

3.4. Syspex shall have the discretion to inspect and determine if the products are damaged, missing or incorrectly delivered. Syspex shall at its sole and absolute discretion either repair, exchange or reduce the purchase price of the Products. The existence of any complaints does not release the Customer from its obligation to pay all the invoices on due date.

3.5. The passing of the risks of the Product shall follow the shipping Incoterms or, if there are no shipping incoterms, the risks shall pass to the Customer when the Products are delivered to the Customer’s premises.


Syspex shall pack the Products in accordance with the standard packaging for the Products. If the Customer requires change to the standard packaging or proposes other special requirements, both parties shall negotiate and reach agreement on the cost price of package materials.


5.1. Syspex does not provide Warranty for services, consumables or materials. Syspex provide a general warranty of one (1) year for manufacturing defect from the date of delivery unless otherwise stated in the Quotation and/or appendixes enclosed (if applicable). However, the Warranty does not cover normal wear and tear, parts and does not cover any labour, travelling or ancillary works unless otherwise agreed in writing.

5.2. Syspex reserves the right to make the final determination, based on its own evaluation and inspection of the Products, undertakes at his choice to repair or replace any parts of the Products which, during the warranty period, are shown to be defective and covered under the Warranty.

5.3. However, the Warranty is not applicable if:-

(i) the defect arises because the Customer has reset, altered, modified or repaired the Product without the written consent of Syspex;
(ii) if is shown upon evaluation and inspection by Syspex that the Customer has damaged, misused or abuse the Products;
(iii) because the Customer did not follow the recommended or manufacturers’ instructions for storage or usage of the Products;
(iv) the Customer did not carry out or provide sufficient maintenance services for the Product.

5.4. Any replacement made under the Warranty, the replaced part shall be returned and belong to Syspex’s property. Additionally, the warranty period shall continue to run according to the unexpired period of warranty given to the original product.

5.5. Repair made by anyone other than the Syspex’s technician or authorised trained representative will void this Warranty. The Warranty is only valid for the original first purchaser and not transferable to any subsequent purchaser or third party.


6.1. Syspex shall in no event be liable for any indirect, incidental, special or consequential damages or losses nor any loss of profit, loss of or damage to reputation, anticipated savings, goodwill or business opportunities of the Syspex, whatsoever and howsoever arising, whether foreseeable or unforeseeable, whether in contract, tort or such as faulty products and regardless of whether advised beforehand of the possibility of such loss or damage.

6.2. In case of product strict liability, the said product strict liability and any indemnification thereof or any other cause or combination of causes whatsoever, to the extent permitted by law shall be limited to the contract price of the said product or services determined to have caused the damages.

6.3. Notwithstanding any design, drawings and specifications supplied by Syspex, the Customer shall ensure such design shall be suitable, functional, safe and compatible with the Customer’s premises’ requirement and any endorsement or approval required from a competent and registered professional or civil works to ensure compatibility, shall be the sole responsibility of the Customer. Syspex shall in no event be liable under clause 6.3 to the Customer due to the Customer inability to comply with the said clause.

6.4. The Customer agrees to indemnify and hold harmless and defend Syspex and its directors, officers and employees from and against all claims and suits by third parties including legals fees and costs arising out of or resulting from Customer’s performance under this Agreement.


7.1. Each party agrees not to disclose any Confidential Information, including but not limited to technical documents, designs, to third parties without prior, written consent of the disclosing party.

7.2. Intellectual property, whether material or immaterial, of each party shall remain the sole property of said party and shall not be used by the other party for any other purpose than that the business transaction.


Syspex may, without liability, delay performance or cancel this Quotation on account of force majeure events or other circumstances beyond its control, including, but not limited to, war, shipping crisis such as blockage or attack on shipment, strikes, acts of God, political unrest, terrorism, embargo, failure of source of supply, or casualty.


9.1. If any provision in this Quotation shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

9.2. The Quotation shall be governed and construed in accordance with the laws of the country that Syspex is registered in. Any disputes brought by either Party in relation to this Quotation, shall be heard in the Court of the country that Syspex is registered in.

9.3. The terms and conditions of this Quotation supersede those of all previous Quotations between the User and the Syspex. This Quotation may be supplemented, amended, or modified only by the mutual agreement and written confirmation of the parties. No supplement, amendment, or modification of the Quotation shall be binding unless it is in writing and signed by all parties.

9.4. Each Party shall bear its own taxes in relation to the Order.

The issuance of written purchase order by the Customer based on the Quotation without signing the Quotation shall deem to be a valid offer to purchase and the Customer shall deem to have accepted and agreed to be bound by this Terms and Conditions.