Effective Date: 1st January 2025

Terms & Conditions

Introduction

Welcome to Exerlon Power SDN BHD (“we,” “our,” or “us”). These Terms and Conditions (“T&C”) govern your use of our website www.exerlon.com.my (“Website”) and the services provided through it. By accessing or using our Website, you agree to be bound by these Terms and Conditions. Otherwise, please refrain from using our Website.

1. Interpretation & Definitions

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

  • “Buyer” means the buyer of the Goods from Exerlon who has accepted the quotation from Exerlon or who otherwise entered into a Contract with Exerlon for the purchase of the Goods.
  • “Contract” means the contract regarding the Buyer’s purchase of the Goods and Exerlon’s supply of the Goods to the Buyer, which shall incorporate these Terms and Conditions.
  • “Goods” means the goods which shall be supplied by Exerlon to the Buyer pursuant to these Terms and Conditions.
  • “Confidential Information” means any information in relation to Exerlon which is disclosed to the Buyer by Exerlon 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).
  • “Exerlon” means Exerlon Power SDN BHD (1325958-K), a company incorporated in Malaysia and having its registered address at No. 5, MRT & KTM Station, Kawasan Industri Kampung Jaya, 47000 Sungai Buloh, Selangor.
  • “Order” means the purchase order for the Goods made by the Buyer.
  • “Terms and Conditions” means 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 Buyer and Exerlon.
  • “Website” means Exerlon’s website at www.exerlon.com.my.
  • “Writing” includes electronic mail, facsimile transmission, and any comparable means of communication.

1.2 The headings used in these Terms and Conditions are included for convenience only and will not limit or otherwise affect the construction of these Terms and Conditions.

2. General

2.1 Overview of the Agreement
This Agreement outlines the terms and conditions under which Exerlon will supply goods and/or services to the Buyer. The terms herein govern the mutual rights, obligations, and responsibilities between Exerlon and the Buyer, and are effective as of the date the Contract is formed.

2.2 Relationship Between the Parties
The relationship between Exerlon and the Buyer is that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Each party shall act independently and shall not have the authority to bind the other party to any agreement or obligation except as expressly stated in this Agreement.

2.3 Purpose of the Agreement
The purpose of this Agreement is to set forth the terms under which Exerlon shall provide goods and/or services to the Buyer in accordance with the Buyer’s orders. Exerlon agrees to supply the goods and services described in the Order, while the Buyer agrees to pay the agreed price and comply with the relevant terms.

2.4 Effective Date
This Agreement shall become effective on the date of execution by both parties, or as otherwise specified in the Contract. The parties agree that the terms will govern all subsequent transactions between Exerlon and the Buyer unless amended by written agreement between the parties.

2.5 Governing Principles
Exerlon and the Buyer agree to adhere to the principles outlined in this Agreement, including compliance with applicable laws, regulations, and industry standards. Both parties shall act in good faith, with transparency, and with due care and diligence in the execution of this Agreement.

2.6 Scope of Agreement
This Agreement governs the sale and purchase of goods and/or services between Exerlon and the Buyer. The scope may include the terms of delivery, risk transfer, payment terms, warranties, and other related aspects that are necessary for the effective fulfilment of the order placed by the Buyer.

2.7 Amendments and Modifications
Any amendments or modifications to this Agreement must be made in writing and signed by both parties. No oral amendments, waivers, or modifications shall be binding upon the parties unless set forth in a formal, written document signed by an authorized representative of both Exerlon and the Buyer.

3. Order and Acceptance

3.1 Placing Orders
The Buyer may place an order for goods and/or services by submitting a written purchase order to Exerlon. Orders must specify the quantity, description, and specifications of the goods or services required, along with any other relevant details, such as delivery dates, locations, and payment terms.

3.2 Order Confirmation
Upon receipt of the Buyer’s order, Exerlon will review the details and may either accept or reject the order. Acceptance of an order will be confirmed through an official acknowledgment, which may be in the form of an email, purchase order confirmation, or other written communication from Exerlon. This confirmation will indicate that Exerlon agrees to fulfil the order as specified.

3.3 Conditions for Acceptance of Orders
Exerlon reserves the right to accept or reject any order at its sole discretion. Conditions under which an order may be rejected include, but are not limited to, the following:

  • Unavailability of Goods or Services: If the goods or services requested by the Buyer are out of stock or otherwise unavailable.
  • Inaccurate Order Details: If the Buyer has provided inaccurate or incomplete details in the order, including quantity, product specifications, or delivery information.
  • Credit or Payment Issues: If the Buyer has not satisfied Exerlon’s credit or payment requirements, including outstanding payments for prior orders.
  • Violation of Terms: If the Buyer has breached any terms of a prior agreement or if Exerlon determines that accepting the order would violate any laws or regulations.

3.4 Modifications to Orders
Any request for changes or modifications to an accepted order must be submitted to Exerlon in writing. Exerlon will make reasonable efforts to accommodate such requests, but any modifications are subject to the availability of the goods or services and may incur additional charges or alter the delivery schedule.

3.5 Order Fulfilment
Once an order is confirmed and accepted by Exerlon, the order shall be deemed binding. Exerlon will then proceed with the fulfilment of the order as per the agreed terms, including delivery and payment schedules. The Buyer acknowledges that they are committed to purchasing the goods and/or services upon confirmation.

3.6 Rejection of Orders
In the event that Exerlon rejects an order, it will notify the Buyer as soon as possible, stating the reason for rejection. In such cases, no obligation shall exist between Exerlon and the Buyer regarding the rejected order, and the Buyer will have no further rights or claims related to that order.

3.7 Order Documentation
Both parties will maintain records of all orders placed, including the original purchase orders, order confirmations, invoices, and any communications regarding the order. These documents shall serve as the official record of the transaction and any agreements made concerning the order.

4. Price and Payment Terms

4.1 Price of Goods and Services
The price for the goods and/or services to be supplied by Exerlon will be specified in the order confirmation or invoice issued to the Buyer. The prices stated are exclusive of taxes, delivery charges, and any other additional fees unless otherwise agreed in writing. All prices are subject to change without prior notice unless specifically stated otherwise in the Contract or order confirmation.

4.2 Taxes
Unless otherwise stated, all prices are exclusive of applicable taxes, including but not limited to Value Added Tax (VAT), Sales and Services Tax (SST), or any other taxes imposed by the government. The Buyer shall be responsible for the payment of all such taxes in addition to the agreed-upon price. Exerlon will provide the Buyer with the appropriate tax invoices where required.

4.3 Discounts and Special Pricing
Any discounts or special pricing offered to the Buyer will be clearly stated in the order confirmation or as part of a specific agreement. Unless otherwise agreed, discounts are not applicable to future orders and will be valid only for the specific order for which they were granted. Exerlon reserves the right to adjust or withdraw discounts or promotional offers at its discretion.

4.4 Additional Charges
In addition to the price of the goods and services, the Buyer may be responsible for additional charges, including:

  • Delivery Charges: The Buyer may be charged for the cost of shipping, handling, and delivery, which will be specified in the order confirmation or invoice.
  • Packaging Charges: If special packaging is required, the Buyer may be billed for the additional costs.
  • Import Duties and Fees: If the goods are being shipped internationally, the Buyer may be responsible for import duties, customs clearance, and any additional fees associated with the shipment.

4.5 Payment Terms
Payment for goods and/or services shall be made by the Buyer in accordance with the terms specified in the order confirmation or invoice. Unless otherwise agreed in writing, payment is due as follows:

  • Payment Due Date: Payments must be made within the specified days from the date of the invoice or as otherwise agreed.
  • Payment Methods: Exerlon accepts payments through various methods, including but not limited to bank transfer, credit card, or cheque. The Buyer must ensure that the payment is made in the agreed method and in the appropriate currency.
  • Late Payments: If the Buyer fails to make payment by the due date, Exerlon reserves the right to charge interest on the overdue amount at a specific rate of interest per month, calculated on a daily basis, from the due date until the date of payment. In addition to interest, Exerlon may impose a late payment fee of specific amount or a percentage of the overdue amount.

4.6 Non-Payment and Consequences
If the Buyer fails to make full payment within the specific days after the due date, Exerlon reserves the right to take the following actions:

  • Suspension of Delivery: Exerlon may suspend further deliveries of goods or services until payment is received in full.
  • Termination of Contract: Exerlon may terminate the contract for the supply of goods and/or services, in which case the Buyer shall pay for any goods or services already delivered.
  • Collection Costs: The Buyer shall be responsible for all costs incurred by Exerlon in recovering overdue payments, including legal fees, collection agency fees, and any other costs associated with debt recovery.

4.7 Disputed Invoices
In the event that the Buyer disputes an invoice, the Buyer must notify Exerlon in writing within the specific days from the date of the invoice. Both parties will make reasonable efforts to resolve the dispute in a timely manner. The Buyer remains obligated to pay any undisputed portion of the invoice in accordance with the payment terms.

4.8 Currency
Unless otherwise specified, all prices, charges, and payments under this Agreement are in Malaysian Ringgit – MYR. The Buyer shall bear the cost of any currency conversion fees or charges if payment is made in a currency other than the agreed currency.

5. Delivery

5.1 Delivery Timelines
Exerlon will use reasonable efforts to deliver the goods or services within the timeline specified in the order confirmation. All delivery dates provided are estimates only, and Exerlon shall not be liable for any delays in delivery unless expressly agreed in writing as part of the Contract.

5.2 Delivery Locations
Exerlon will deliver the goods to the location specified by the Buyer in the order. It is the Buyer’s responsibility to ensure that the delivery location is accurate, accessible, and suitable for receiving the goods. Any additional costs or delays arising from incorrect or inaccessible delivery locations will be borne by the Buyer.

5.3 Responsibility for Shipping Costs
Unless otherwise agreed in writing:

  • Shipping Costs: The Buyer shall bear all costs associated with the delivery of goods, including transportation, handling, and insurance. These costs will be specified in the order confirmation or invoice.
  • Special Delivery Arrangements: If the Buyer requests expedited or specialized delivery services, any additional costs incurred will be charged to the Buyer.

5.4 Risk of Loss
Risk of loss or damage to the goods shall pass to the Buyer as follows:

  • Ex-Works (EXW): If the goods are delivered on an Ex-Works basis, the risk passes to the Buyer once the goods are made available for pickup at Exerlon’s premises.
  • Delivered Duty Paid (DDP): If the delivery is made under Delivered Duty Paid terms, the risk passes to the Buyer upon delivery to the specified location.

5.5 Title to Goods
Title to the goods shall pass to the Buyer upon full payment of the purchase price and any applicable taxes, fees, and charges. Until full payment is received, Exerlon retains ownership of the goods, even if they have been delivered to the Buyer.

5.6 Inspection Upon Delivery
The Buyer is responsible for inspecting the goods immediately upon delivery. Any discrepancies, defects, or damages must be reported to Exerlon in writing within 5 business days of receipt. Failure to report such issues within the specified timeframe shall be deemed as acceptance of the goods.

5.7 Delivery Delays
Exerlon shall not be held liable for any delay in delivery caused by factors beyond its reasonable control, including but not limited to force majeure events, transportation disruptions, labor disputes, or delays caused by the Buyer. In such cases, the delivery timeline shall be extended for a reasonable period.

5.8 Partial Deliveries
Exerlon reserves the right to make partial deliveries of goods unless otherwise agreed in writing. In such cases, each partial delivery shall be considered as fulfilling a separate part of the Contract, and the Buyer is obligated to accept and pay for each delivery in accordance with the agreed terms.

5.9 Special Delivery Requirements
If the Buyer has specific requirements for the delivery of goods, such as specialized equipment, delivery schedules, or access restrictions, these requirements must be communicated to Exerlon in writing at the time of order placement. Exerlon will make reasonable efforts to accommodate such requirements but reserves the right to charge additional fees if necessary.

5.10 Failure to Accept Delivery
If the Buyer fails to accept delivery of the goods on the agreed delivery date, Exerlon may, at its discretion:

  • Store the goods at the Buyer’s risk and expense, including costs for storage, insurance, and handling.
  • Reschedule the delivery, subject to additional fees or charges incurred by Exerlon.
  • Cancel the order and recover any costs or losses incurred due to the Buyer’s failure to accept delivery.

5.11 Proof of Delivery
Exerlon may require the Buyer or the Buyer’s representative to provide a signature or other proof of delivery upon receipt of the goods. Such proof shall serve as evidence that the delivery has been completed.

6. Risk and Title

6.1 Transfer of Risk
The risk of loss or damage to the goods shall pass from to the Buyer as follows:

  • Ex-Works (EXW): If the goods are delivered on an Ex-Works basis, risk passes to the Buyer once the goods are made available for collection at Exerlon’s premises. The Buyer assumes all risk from that point forward, including during transportation.
  • Delivered Duty Paid (DDP): If the goods are delivered under Delivered Duty Paid terms, risk passes to the Buyer once the goods are delivered to the specified delivery location and accepted by the Buyer or their authorized representative.
  • Third-Party Carrier: If a third-party carrier is used, risk passes to the Buyer upon transfer of the goods to the carrier, regardless of whether the carrier is arranged by Exerlon or the Buyer.

6.2 Transfer of Title
Ownership of the goods shall not pass to the Buyer until Exerlon has received full payment for the goods, including any applicable taxes, fees, and additional charges.

  • Conditional Ownership: Until full payment is received, the goods remain the property of Exerlon, even if they have been delivered to the Buyer.
  • Retention of Title: Exerlon retains the right to repossess or recover the goods if the Buyer fails to make full payment or breaches any terms of this agreement.
  • Prohibition on Resale or Use: Until title passes, the Buyer shall not resell, transfer, or use the goods as security for any obligation without prior written consent from Exerlon.

6.3 Buyer’s Responsibility Before Title Transfer
While the title remains with Exerlon, the Buyer shall:

  • Take reasonable care of the goods to prevent loss, damage, or deterioration.
  • Store the goods separately from other goods to ensure they remain identifiable as the property of Exerlon.
  • Comply with all applicable regulations and insurance requirements to protect the goods.

6.4 Insurance Requirements
The Buyer shall bear the responsibility to insure the goods against loss or damage once the risk has passed, even if the title has not yet transferred. The insurance policy must cover the full value of the goods and name Exerlon as the beneficiary until full payment has been made.

6.5 Consequences of Payment Default
If the Buyer defaults on payment or fails to fulfil their obligations under this agreement:

  • Exerlon may reclaim possession of the goods, and the Buyer shall grant Exerlon or its representatives access to the Buyer’s premises to retrieve the goods.
  • The Buyer shall remain liable for any outstanding balance, including costs associated with recovery or repossession of the goods.

6.6 Risk of Loss Due to Buyer’s Delay
If delivery is delayed due to the Buyer’s actions or failure to provide accurate delivery information, risk shall pass to the Buyer on the originally agreed delivery date. Exerlon may, at its discretion, store the goods at the Buyer’s risk and expense until delivery can be completed.

6.7 Title Transfer Upon Full Payment
Once full payment is received, including all applicable taxes, fees, and charges, the title to the goods shall pass to the Buyer. Exerlon will issue a confirmation of title transfer upon request if required for the Buyer’s records.

7. Cancellation Order

7.1 Cancellation by the Buyer
The Buyer may request to cancel an order, subject to the following conditions:

  • Written Notice: The Buyer must provide written notice to Exerlon detailing the reason for cancellation.
  • Timing: Cancellation requests must be made before the goods have been dispatched or services have commenced. Once goods are dispatched or services are in progress, cancellation is not permitted without prior written consent from Exerlon.
  • Cancellation Fee: Exerlon reserves the right to charge a cancellation fee to cover any costs incurred up to the point of cancellation, including but not limited to administrative fees, material costs, and restocking fees.
  • Non-Returnable Items: Orders for custom-made, bespoke, or non-standard goods are non-cancellable once production has commenced.

7.2 Cancellation by Exerlon
Exerlon reserves the right to cancel an order under the following circumstances:

  • Non-Payment: If the Buyer fails to make payment within the agreed terms, Exerlon may cancel the order without liability.
  • Breach of Terms: If the Buyer breaches any terms and conditions of the Contract, Exerlon may terminate the order immediately.
  • Force Majeure: If Exerlon is unable to fulfil the order due to events beyond its control, including but not limited to natural disasters, strikes, or government restrictions, Exerlon may cancel the order without penalty.
  • Unavailability of Goods: If the goods specified in the order are no longer available due to circumstances beyond Exerlon’s control, Exerlon will notify the Buyer and may cancel the order, offering a refund of any payments made.

7.3 Procedure for Cancellation
In the event of a cancellation:

  • Acknowledgment: Exerlon will acknowledge receipt of the cancellation request and confirm the cancellation in writing.
  • Refunds: Any refunds due to the Buyer will be processed within 5 business days, less any applicable cancellation fees. Refunds will only be issued through the original payment method used by the Buyer.
  • Goods in Transit: If goods have already been dispatched at the time of cancellation, the Buyer remains responsible for receiving the goods and returning them to Exerlon in their original condition at the Buyer’s expense.

7.4 Penalties for Late Cancellation
If the Buyer requests cancellation after the allowable period:

  • Dispatched Goods: The Buyer is liable for the full cost of goods that have already been dispatched.
  • Customized Orders: The Buyer will be charged the full cost of production for customized or non-standard goods.
  • Services in Progress: The Buyer will be charged for all work completed and expenses incurred up to the point of cancellation.

7.5 Return of Goods Post-Cancellation
If the Buyer cancels an order and returns the goods:

  • The goods must be returned in their original, unused condition and packaging within 7 days.
  • The Buyer is responsible for all return shipping costs unless the cancellation is due to an error by Exerlon.

7.6 Dispute Resolution for Cancellation
In the event of a dispute regarding the cancellation of an order, both parties agree to attempt to resolve the matter amicably. If a resolution cannot be reached, the dispute will be handled in accordance with the dispute resolution and governing law provisions outlined in these Terms and Conditions.

7.7 Impact on Future Orders
Repeated cancellations by the Buyer may result in:

  • Withdrawal of credit terms.
  • Requirement for full payment in advance for future orders.
  • Refusal to accept further orders from the Buyer.
8. Confidentiality

8.1 Definition of Confidential Information
For the purposes of this agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by either party to the other, whether in oral, written, electronic, or any other form, and includes but is not limited to:

  • Business strategies, financial information, pricing, customer data, technical specifications, product designs, and operational procedures.
  • Information marked as “confidential” or which a reasonable person would consider confidential due to its nature or context.

Confidential Information does not include information that:

  • Is or becomes publicly available without breach of this agreement.
  • Was known to the receiving party prior to disclosure by the disclosing party.
  • Is lawfully obtained from a third party without breach of confidentiality obligations.
  • Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

8.2 Obligations of Confidentiality
Each party agrees to:

  • Use Confidential Information solely for the purposes of fulfilling their obligations under this agreement.
  • Restrict disclosure of Confidential Information to employees, agents, or contractors who have a legitimate need to know the information and are bound by confidentiality obligations no less stringent than those contained in this agreement.
  • Protect the Confidential Information with at least the same level of care used to protect its own confidential information, but no less than a reasonable standard of care.

8.3 Exceptions to Disclosure
Confidential Information may be disclosed without breach of this agreement if:

  • Required by law, court order, or governmental authority, provided that the disclosing party is promptly notified (to the extent permitted by law) to allow them an opportunity to seek protective measures.
  • The disclosing party provides prior written consent for the disclosure.

8.4 Duration of Confidentiality Obligations
The obligations of confidentiality under this agreement shall remain in effect for the duration of the agreement and for a period of one (1) year after its termination or expiration, unless otherwise agreed in writing by both parties.

8.5 Return or Destruction of Confidential Information
Upon termination or expiration of this agreement, or upon written request by the disclosing party, the receiving party shall:

  • Return all copies of the Confidential Information, whether in physical or electronic form, to the disclosing party.
  • Destroy any remaining copies of the Confidential Information in their possession and provide written certification of such destruction, unless retention is required by law.

8.6 Breach of Confidentiality
If either party breaches their confidentiality obligations:

  • The breaching party shall be liable for any direct or indirect damages arising from the breach.
  • The non-breaching party may seek injunctive relief, in addition to any other remedies available under law or equity, to prevent further unauthorized use or disclosure of the Confidential Information.

8.7 Non-Disclosure of Agreement Terms
Unless otherwise agreed in writing, neither party shall disclose the terms of this agreement to any third party, except as required by law or for legitimate business purposes, such as reporting to financial auditors or legal advisors.

8.8 Survival of Confidentiality Obligations
The confidentiality obligations outlined in this section shall survive the termination or expiration of this agreement for the period specified in Clause 8.4, or as required by applicable law.

9. Warranties and Remedies

9.1 Warranties Provided by Exerlon
Exerlon warrants that all goods and services provided under this agreement shall:

  • Conformity: Substantially conform to the specifications, drawings, and descriptions provided or agreed upon by the parties.
  • Quality: Be free from defects in materials and workmanship under normal use and conditions.
  • Compliance: Comply with applicable laws, regulations, and industry standards.
  • Functionality: Perform as intended and meet the purpose for which the goods or services were designed, subject to proper installation, maintenance, and usage by the Buyer.

9.2 Exclusions to Warranties
The warranties provided under this agreement shall not apply in the following circumstances:

  • Improper Use or Handling: Damage caused by misuse, negligence, improper storage, or failure to follow Exerlon’s instructions.
  • Alteration or Modification: Goods that have been altered, repaired, or modified by the Buyer or any third party without Exerlon’s prior written consent.
  • Third-Party Components: Defects or failures caused by third-party components, materials, or accessories not supplied by Exerlon.
  • Normal Wear and Tear: Damage resulting from normal wear and tear, including consumable parts or components with a limited lifespan.

9.3 Warranty Period
The warranty period shall commence from the date of delivery of the goods or completion of services and shall remain valid depends on each manufacturers’ warranty period, unless otherwise agreed in writing by the parties.

9.4 Remedies for Breach of Warranty
In the event that goods or services fail to meet the warranties provided, the Buyer’s sole and exclusive remedies shall be as follows:

  • Repair or Replacement: Exerlon shall, at its discretion, repair or replace any defective goods within a reasonable timeframe and cost to the Buyer.
  • Refund: If repair or replacement is not feasible, Exerlon may issue a refund for the defective goods or services, less any depreciation or usage charges.
  • Corrective Services: For services, Exerlon shall re-perform the services to correct any deficiencies at no cost to the Buyer.

9.5 Procedure for Warranty Claims
To make a warranty claim, the Buyer must:

  • Notify Exerlon in writing of the defect within [specify timeframe, e.g., seven (7) days] of discovery.
  • Provide proof of purchase, including the original invoice or delivery note.
  • Cooperate with Exerlon in identifying the defect, including providing access to the goods or relevant information for inspection.
  • Return defective goods to Exerlon, if requested, in their original packaging or suitable protective materials, at the Buyer’s expense unless otherwise agreed.

9.6 Limitations of Liability
Exerlon’s liability under this warranty is limited to the remedies specified in Clause 9.4. Exerlon shall not be liable for:

  • Indirect or Consequential Damages: Loss of profits, loss of use, or any incidental or consequential damages arising from defects in the goods or services.
  • Maximum Liability: Exceeding the total price paid by the Buyer for the defective goods or services.

9.7 Third-Party Warranties
Goods supplied by Exerlon that are manufactured by third parties may be subject to the manufacturer’s warranties. Exerlon shall pass through any such warranties to the Buyer to the extent permitted, but Exerlon assumes no liability for such third-party warranties.

9.8 Buyer’s Obligations
The Buyer is responsible for:

  • Proper installation, use, and maintenance of the goods in accordance with Exerlon’s instructions.
  • Promptly notifying Exerlon of any defects within the warranty period.
  • Ensuring that any third-party installations or modifications do not void the warranty.

9.9 Remedies Exclusive
The remedies provided in this section are exclusive and in lieu of all other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

10. Force Majeure

10.1 Definition of Force Majeure
For the purposes of this agreement, “Force Majeure” refers to any event or circumstance beyond the reasonable control of either party that prevents or delays the performance of their contractual obligations. Such events include, but are not limited to:

  • Acts of God, such as earthquakes, floods, hurricanes, or other natural disasters.
  • War, terrorism, civil unrest, or acts of public enemies.
  • Strikes, lockouts, or other industrial disputes not involving the affected party’s employees.
  • Governmental actions, including laws, regulations, embargoes, or orders.
  • Epidemics, pandemics, or other public health emergencies.
  • Power outages, transportation disruptions, or shortages of raw materials.

10.2 Suspension of Obligations
If a party is unable to perform its obligations due to a Force Majeure event:

  • The affected party shall be excused from performing those obligations for the duration of the Force Majeure event.
  • The affected party must use reasonable efforts to mitigate the impact of the Force Majeure event and resume performance as soon as possible.
  • The non-affected party shall not hold the affected party liable for any delays or non-performance caused by the Force Majeure event.

10.3 Notification Requirements
The party affected by a Force Majeure event must:

  • Notify the other party in writing within seven (7) business day of becoming aware of the Force Majeure event.
  • Provide details of the event, the anticipated impact on performance, and the estimated duration of the delay.
  • Keep the other party informed of any changes to the situation as it evolves.

10.4 Extensions of Time
If a Force Majeure event delays performance:

  • The time for performance shall be extended by a period equivalent to the duration of the Force Majeure event.
  • If the delay caused by the Force Majeure event exceeds ninety (90) days, either party may terminate the affected portion of the agreement upon written notice, without liability to the other party.

10.5 Exclusions
Force Majeure shall not apply if:

  • The event or circumstance could have been reasonably foreseen and prevented by the affected party.
  • The event arises from the negligence, default, or intentional misconduct of the affected party.
  • The affected party fails to provide timely notification as required under Clause 10.3.

10.6 Financial Obligations
Force Majeure shall not excuse the Buyer’s obligation to make payments for goods or services already delivered by Exerlon.

10.7 Termination Due to Force Majeure
If the Force Majeure event renders the agreement incapable of being performed for a continuous period exceeding hundred and twenty (120) days:

  • Either party may terminate the agreement by providing written notice to the other party.
  • Upon termination, both parties shall be released from future obligations under the agreement, except for payment obligations incurred prior to termination.

10.8 Cooperation and Mitigation
Both parties agree to cooperate in good faith to minimize the impact of any Force Majeure event. This includes exploring alternative means of performance or modifying the agreement as necessary to accommodate the situation.

10.9 No Waiver of Rights
The invocation of this Force Majeure clause shall not constitute a waiver of either party’s rights under this agreement, except as explicitly stated herein.

11. Insolvency of Buyer

11.1 Definition of Insolvency
For the purposes of this agreement, the Buyer shall be considered insolvent if:

  • The Buyer becomes unable to pay its debts as they fall due.
  • The Buyer enters into bankruptcy, liquidation, receivership, or administration proceedings.
  • The Buyer makes an assignment for the benefit of creditors or proposes any arrangement or composition with creditors.
  • A petition for bankruptcy, winding up, or similar proceedings is filed against the Buyer and is not dismissed or discharged within thirty (30) days.
  • A receiver, trustee, or similar officer is appointed over any part of the Buyer’s assets or business.

11.2 Seller’s Rights Upon Insolvency
If the Buyer is deemed insolvent, Exerlon may, at its sole discretion and without prejudice to any other rights or remedies, take one or more of the following actions:

  • Suspension of Performance: Suspend further performance of its obligations under the agreement, including withholding delivery of goods or services.
  • Termination: Terminate the agreement with immediate effect by providing written notice to the Buyer.
  • Reclamation of Goods: Reclaim any goods that have not been paid for in full, even if they are in the possession of the Buyer.
  • Acceleration of Payment: Demand immediate payment of all outstanding amounts owed by the Buyer, regardless of any previously agreed payment terms.
  • Set-Off: Apply any amounts owed by Exerlon to the Buyer as a set-off against amounts owed to Exerlon.

11.3 Retention of Title
If title to any goods has not yet passed to the Buyer under Clause 6, Exerlon retains ownership of the goods. In the event of the Buyer’s insolvency:

  • The Buyer must immediately cease using or reselling the goods.
  • Exerlon may recover the goods from the Buyer’s premises or any other location where they are stored, and the Buyer shall provide full access for such recovery.

11.4 Obligations of the Buyer
If the Buyer becomes insolvent or is reasonably expected to do so:

  • The Buyer must promptly notify Exerlon in writing of its financial condition.
  • The Buyer must cooperate with Exerlon to facilitate the recovery of goods, payments, or other remedies as outlined in this agreement.

11.5 Consequences of Termination
Upon termination of the agreement due to the Buyer’s insolvency:

  • Any rights and obligations accrued prior to termination shall survive.
  • The Buyer shall be liable for any damages, costs, or losses incurred by Exerlon as a result of the termination, including the cost of recovering unpaid amounts and repossessing goods.

11.6 Limitation of Liability
Exerlon shall not be liable for any damages, costs, or losses suffered by the Buyer as a result of actions taken under this clause, provided such actions are in accordance with the terms of this agreement.

11.7 Security Interest
Exerlon may, at its discretion, register a security interest in any goods supplied under this agreement to secure payment. The Buyer agrees to cooperate with Exerlon to perfect such security interests, if applicable, under local laws.

11.8 Preservation of Other Remedies
The remedies provided under this clause are in addition to, and not exclusive of, any other remedies available to Exerlon under the agreement or applicable law.

12. Liability

12.1 Scope of Liability
This clause sets out the extent of the liability of both parties under this agreement, including their respective obligations and limitations.

12.2 Exclusion of Indirect and Consequential Damages
Exerlon shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this agreement, including but not limited to:

  • Loss of profits, revenue, or anticipated savings.
  • Loss of business opportunities, goodwill, or reputation.
  • Costs associated with business interruptions, delays, or downtime.

12.3 Limitation of Liability
Exerlon’s total aggregate liability to the Buyer under this agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total price paid by the Buyer for the goods or services giving rise to the claim.

12.4 Exceptions to Limitations
The limitations set forth in Clause 12.3 shall not apply in cases of:

  • Gross negligence or willful misconduct by Exerlon.
  • Death or personal injury caused by Exerlon’s negligence.
  • Any other liability that cannot be lawfully excluded under applicable law.

12.5 Buyer’s Liability
The Buyer agrees to indemnify and hold harmless Exerlon, its employees, and agents against any claims, liabilities, or damages arising from:

  • The Buyer’s use, resale, or modification of the goods.
  • Breach of the agreement by the Buyer.
  • Any act or omission of the Buyer or its agents in connection with the goods or services.

12.6 Third-Party Claims
Exerlon shall not be liable for any claims brought by third parties against the Buyer, except to the extent that such claims arise directly from Exerlon’s breach of this agreement.

12.7 Force Majeure
Exerlon shall not be held liable for any failure to perform its obligations under this agreement due to events described in Clause 10 (Force Majeure).

12.8 Disclaimer of Warranties
Except as expressly stated in Clause 9 (Warranties and Remedies), all goods and services are provided “as is,” and Exerlon makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

12.9 Notice of Claims
The Buyer must notify Exerlon in writing of any claims arising under this agreement within thirty (30) days of the event giving rise to the claim. Failure to provide timely notice shall release Exerlon from any liability for such claims.

12.10 Mitigation of Losses
Both parties shall take all reasonable steps to mitigate any losses or damages arising from a breach of this agreement or any other claim under this agreement.

12.11 Survival of Liability Provisions
The provisions of this clause shall survive the termination or expiration of this agreement.

13. Termination

13.1 Termination for Cause
Either party may terminate this agreement with immediate effect by providing written notice to the other party if:

  • The other party materially breaches any term of this agreement and fails to remedy the breach within thirty (30) days of receiving written notice of the breach.
  • The other party becomes insolvent, bankrupt, or is placed under receivership or liquidation as outlined in Clause 11 (Insolvency of Buyer).
  • There is fraudulent or unlawful conduct by the other party in connection with this agreement.

13.2 Termination Without Cause
Either party may terminate this agreement for convenience by providing the other party with at least thirty (30) days written notice.

13.3 Seller’s Right to Terminate
Exerlon reserves the right to terminate the agreement with immediate effect if:

  • The Buyer fails to make any payment when due under this agreement and such failure persists after written notice.
  • The Buyer engages in conduct that damages or risks damaging Exerlon’s reputation or business operations.

13.4 Effect of Termination
Upon termination of this agreement for any reason:

  • All amounts owed by the Buyer to Exerlon shall become immediately due and payable.
  • The Buyer must cease all use, sale, or distribution of goods supplied under this agreement unless otherwise agreed in writing by Exerlon.
  • The Buyer must return or, if instructed by Exerlon, destroy all confidential information belonging to Exerlon, in accordance with Clause 8 (Confidentiality).
  • Exerlon may reclaim any goods for which payment has not been received in full, in accordance with Clause 6 (Risk and Title).

13.5 Survival of Obligations
The following obligations shall survive the termination or expiration of this agreement:

  • Payment obligations for goods or services delivered prior to termination.
  • Obligations under Clause 8 (Confidentiality), Clause 12 (Liability), and any other clause that by its nature is intended to survive termination.
  • Any rights or remedies accrued by either party prior to termination.

13.6 Force Majeure Termination
Either party may terminate the agreement under Clause 10 (Force Majeure) if a Force Majeure event prevents performance for a continuous period exceeding specific timeframe.

13.7 No Waiver of Rights
Termination of this agreement shall not affect any other rights or remedies available to the terminating party under this agreement or applicable law.

13.8 Return of Goods and Materials
If requested by Exerlon upon termination:

  • The Buyer must return all goods, documents, and materials belonging to Exerlon in the Buyer’s possession.
  • The Buyer shall bear the cost of returning the goods unless termination is due to Exerlon’s fault.

13.9 Dispute Resolution Upon Termination
If the termination gives rise to a dispute, both parties shall engage in good faith discussions to resolve the matter, as outlined in Clause 15 (Miscellaneous).

14. Notices

14.1 Method of Delivery
All notices, requests, demands, or other communications required or permitted under this agreement shall be in writing and delivered using one of the following methods:

  • By Hand Delivery: Delivered personally to the recipient.
  • By Registered Post: Sent via a recognized postal service with tracking and proof of delivery.
  • By Courier: Delivered through a reputable courier service.
  • By Email: Sent to the designated email address of the recipient, provided receipt is confirmed by the recipient or through an automated delivery receipt.

14.2 Contact Information
Notices shall be sent to the following addresses or email contacts unless otherwise specified in writing by either party:

  • For Exerlon Power Sdn Bhd:
    Address: No. 5, MRT & KTM Station, Kawasan Industri Kampung Jaya, 47000 Sungai Buloh, Selangor
    Email: www.exerlon.com.my
  • For the Buyer:
    Address: As provided in the Buyer’s purchase order or registration details.
    Email: As provided during the Buyer’s account setup or purchase order submission.

14.3 Timing of Receipt
Notices shall be deemed to have been received as follows:

  • By Hand Delivery: At the time the notice is delivered to the recipient’s address.
  • By Registered Post: On the fifth (5th) business day after posting.
  • By Courier: On the date indicated by the courier service as the delivery date.
  • By Email: On the date and time, the email is successfully sent, provided no delivery failure notice is received by the sender.

14.4 Changes to Contact Information
Either party may change its designated address or contact details for notices by providing written notice to the other party at least seven (7) days prior to the change taking effect.

14.5 Language of Notices
All notices and communications under this agreement shall be in English.

14.6 Proof of Service
The sender shall retain proof of service or delivery for all notices sent under this agreement, including receipts, tracking numbers, or email delivery confirmations.

14.7 Waiver of Defects in Notice Delivery
Minor defects in the delivery of notices (e.g., typographical errors in the address) shall not invalidate a notice, provided it is delivered to the intended recipient, and the content of the notice is clear and unambiguous.

14.8 Importance of Formal Notices
Any notice related to termination, breach, disputes, or legal actions under this agreement must be explicitly labelled as “Formal Notice” to avoid ambiguity.

15. Miscellaneous

15.1 Severability
If any provision of this agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the agreement, and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that reflects the original intent as closely as possible.

15.2 Assignment
Neither party may assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other party, except that Exerlon may assign its rights and obligations to an affiliate or in connection with a corporate reorganization, merger, or sale of all or substantially all of its assets.

15.3 Entire Agreement
This agreement, including any appendices or amendments, constitutes the entire understanding between the parties with respect to its subject matter. Any prior agreements, representations, or understandings, whether oral or written, are superseded by this agreement. No modifications to this agreement shall be valid unless made in writing and signed by both parties.

15.4 Governing Law
This agreement shall be governed by and construed in accordance with the laws of Malaysia. Any dispute or claim arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Malaysia.

15.5 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this agreement if such delay or failure is caused by an event beyond the reasonable control of the party affected, including but not limited to acts of God, war, terrorism, civil unrest, government action, natural disasters, strikes, or failure of suppliers or contractors.

15.6 No Waiver
Failure by either party to enforce any provision of this agreement shall not be deemed a waiver of its right to do so in the future. Any waiver of a breach or default under this agreement shall only be effective if it is in writing and signed by the party waiving its rights.

15.7 Independent Contractors
The relationship between Exerlon and the Buyer under this agreement is that of independent contractors. Nothing in this agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties. Neither party shall have the authority to bind the other in any manner without prior written consent.

15.8 Confidentiality of Terms
The terms and conditions of this agreement, including the pricing and commercial terms, shall remain confidential unless disclosure is required by law or agreed to in writing by both parties.

15.9 Compliance with Laws
Both parties shall comply with all applicable laws, regulations, and ordinances in the performance of their obligations under this agreement. This includes, without limitation, laws related to data protection, labor laws, and environmental regulations.

15.10 Headings
The section headings used in this agreement are for convenience only and shall not affect the interpretation of the agreement.

15.11 Relationship of the Parties
Nothing in this agreement shall be construed as creating a relationship of employment, agency, or partnership between Exerlon and the Buyer. Each party is acting independently and shall have no authority to bind the other except as expressly stated in this agreement.

15.12 Counterparts
This agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties agree that electronic signatures shall have the same effect as original signatures.

16. Eligibility, Compliance & Prohibited Activities

16.1 Eligibility: You must be at least 18 years old to use our Website. By using the Website, you represent that you meet this requirement.

16.2 Compliance: You agree to use the Website in compliance with all applicable laws and regulations.

16.3 Prohibited Activities: You shall not:

  • Use the Website for unlawful purposes.
  • Transmit any harmful, disruptive, or malicious code.
  • Attempt to gain unauthorized access to any portion of the Website.
  • Use the Website to infringe on the intellectual property rights of others.
17. Disclaimer and Limitation of Liability

To the fullest extent permitted by law, Exerlon shall not be liable for any indirect, incidental, consequential, or punitive damages arising from your use of the Website, even if we have been advised of the possibility of such damages. All content and services on the Website are provided “as is” without any warranties, express or implied.

18. User Submission

18.1 Any content, feedback, or material you submit to the Website (“User Submissions”) will be treated as non-confidential and non-proprietary. By submitting content, you grant us a non-exclusive, royalty-free, perpetual, worldwide license to use, reproduce, and distribute your submissions.

18.2 You represent and warrant that your User Submissions do not infringe on the rights of third parties.

19. Order and Acceptance

19.1 Any order placed through the Website is subject to our acceptance. We reserve the right to refuse or cancel any order for any reason, including errors in pricing or availability.

19.2 Payment for orders must be completed as per the instructions provided on the Website. Refunds and cancellations are subject to our Return & Refund Policy.

20. Intellectual Property Rights

20.1 All content on the Website, including text, graphics, logos, images, and software, is owned by Exerlon or licensed to us. You may not reproduce, distribute, or create derivative works without our prior written consent.

20.2 Trademarks, service marks, and logos displayed on the Website are our property or that of our licensors. Unauthorized use is prohibited.

21. Privacy

Your use of the Website is also governed by our Privacy Policy, which is divided into the following sections:

21.1 Data Collection: We collect personal data that you provide directly to us, such as your name, email address, and any other details required for transactions or account creation.

21.2 Data Usage: Your data is used to provide and improve our services, process transactions, and communicate with you about updates or promotions.

21.3 Data Protection: We implement appropriate technical and organizational measures to secure your personal data against unauthorized access, loss, or alteration.

21.4 Third-Party Sharing: We may share your data with trusted third parties who assist in delivering our services, subject to confidentiality agreements.

21.5 Your Rights: You have the right to access, correct, or request the deletion of your personal data, as per applicable laws. For inquiries, contact us at online@exerlon.com.my.

22. Security

22.1 Data Protection Measures: We employ reasonable administrative, technical, and physical measures to safeguard your data against unauthorized access, disclosure, alteration, or destruction.

22.2 No Absolute Security Guarantee: While we strive to protect your data, no security system is impenetrable. We cannot guarantee that unauthorized third parties will never overcome our security measures.

22.3 User Responsibility: You are responsible for maintaining the confidentiality of your account credentials and ensuring secure access to the Website from your devices.

22.4 Reporting Security Concerns: If you believe your data or account has been compromised, please notify us immediately at online@exerlon.com.my.

23. Cookies

23.1 Use of Cookies: Our Website uses cookies to enhance your browsing experience by storing preferences and providing personalized content.

23.2 Types of Cookies: We may use session cookies (temporary cookies that expire when you close your browser) and persistent cookies (stored on your device until deleted or expired).

23.3 Third-Party Cookies: We may allow third-party service providers to place cookies on your device to track usage and optimize our services.

23.4 Managing Cookies: You can adjust your browser settings to manage or disable cookies. Please note that some features of the Website may not function properly if cookies are disabled.

23.5 Consent: By continuing to use the Website, you consent to our use of cookies as described above.

24. Links

24.1 Third-Party Websites: The Website may contain links to third-party websites. These links are provided for your convenience only.

24.2 No Endorsement: We do not endorse or guarantee the accuracy, reliability, or security of any content on third-party websites.

24.3 User Responsibility: Your interactions with third-party websites are at your own risk. We are not liable for any losses or damages incurred while accessing such websites.

24.4 Reporting Issues: If you encounter any issues or suspicious activity on a linked third-party website, please report it to us at online@exerlon.com.my.

25. Termination

We reserved the right to suspend or terminate your access to the Website at our discretion, without notice, for any reason, including violation of these Terms. 

25.1 Right to Terminate Access We reserve the right to suspend or terminate your access to the Website at our sole discretion. This decision may be made for any reason, including but not limited to violations of these Terms or any applicable laws.

25.2 Suspension of Access In certain cases, we may choose to temporarily suspend your access to the Website for reasons such as investigation of potential violations, system maintenance, or updates. During this suspension period, you may be unable to access or use certain features of the Website.

25.3 Grounds for Termination Your access to the Website may be terminated for, but not limited to, the following reasons:

  • Breach of any provision in these Terms of Service.
  • Engaging in illegal, fraudulent, or unethical activities.
  • Violating any intellectual property rights, privacy rights, or other proprietary rights.
  • Conducting activities that disrupt the functionality or integrity of the Website or its servers.
  • Engaging in abusive behavior or harassment towards other users or staff members.

25.4 Notice of Termination In the event of termination or suspension, you may not be provided with prior notice unless required by law or as specified in these Terms. We reserve the right to act immediately in cases of violation that require prompt attention.

25.5 Consequences of Termination Upon termination of your access, all rights granted to you under these Terms will immediately cease, and you must stop using the Website. Any data, content, or information that you have uploaded or stored on the Website may be permanently deleted or restricted from your access, subject to applicable law or our privacy policy.

25.6 Reinstatement Termination of your access is generally final. However, under certain circumstances, we may allow for the reinstatement of your access at our discretion. Reinstatement may be subject to specific conditions or actions on your part, including compliance with the Terms and payment of any outstanding fees.

25.7 Survival of Obligations Termination of your access does not affect any obligations or liabilities that have arisen before the date of termination. Any clauses that by their nature should survive termination, including but not limited to those related to intellectual property, disclaimers, and liability, will remain in full effect.

25.8 Modifications and Discretionary Termination We may modify or update these Terms at any time. These modifications may affect the termination process or conditions. If you continue to access or use the Website after any such modifications, you are deemed to have accepted the updated Terms. We also retain the right to terminate access without any specific cause, provided that such termination does not violate any applicable law.

26. Indemnity

You agree to indemnify and hold harmless Exerlon, its affiliates, and employees from any claims, liabilities, damages, or expenses arising out of your use of the Website or your violation of these Terms.

26.1 General Indemnity You agree to indemnify, defend, and hold harmless Exerlon, its affiliates, officers, directors, employees, agents, representatives, and licensors (collectively referred to as “Indemnified Parties”) from any and all claims, demands, actions, suits, damages, liabilities, costs, and expenses, including but not limited to reasonable attorney’s fees, arising out of or in connection with:

  • Your use or misuse of the Website, including any content you submit or access through the Website.
  • Your violation of these Terms or any applicable laws, regulations, or third-party rights.
  • Any breach of representations or warranties made by you in these Terms.
  • Your involvement in any fraudulent, unlawful, or illegal activities through the Website.

26.2 Third-Party Claims You further agree to indemnify and hold the Indemnified Parties harmless from any third-party claims arising from:

  • Any content or information you share or submit to the Website, which may infringe on the intellectual property, privacy, or other rights of third parties.
  • Any interactions, transactions, or engagements you have with other users of the Website.
  • Any disputes or issues arising out of your use of the Website that result in claims against the Indemnified Parties by a third party.

26.3 Scope of Indemnity The indemnity provided under this section applies to all claims, damages, losses, and expenses, including any legal fees and expenses incurred by the Indemnified Parties in defending against such claims. You agree that this indemnification obligation will survive the termination of your access to the Website.

26.4 Legal Defense In the event of any claim subject to indemnification under this section, Exerlon reserves the right to assume the exclusive defense and control of any such matter at your expense. You agree to cooperate fully in the defense of any such claim and to provide any necessary information or documentation requested by the Indemnified Parties.

26.5 Exclusions This indemnity does not apply to claims arising from the gross negligence or wilful misconduct of Exerlon or its employees, agents, or affiliates. You may not be required to indemnify the Indemnified Parties for damages directly caused by their own fault or negligence.

26.6 No Limitation on Liability Nothing in this section shall be construed as limiting or excluding your liability for any actions, damages, or costs that arise under any applicable law or other provisions of these Terms.

27. Governing Law

These Terms are governed by and construed in accordance with the laws of Malaysia. Any disputes shall be subject to the exclusive jurisdiction of the courts of Malaysia.

27.1 Jurisdiction and Governing Law These Terms shall be governed by, and construed in accordance with, the laws of Malaysia, without regard to its conflicts of law principles. By accessing or using the Website, you agree to submit to the exclusive jurisdiction of the courts of Malaysia for the resolution of any disputes arising out of or in connection with these Terms, the Website, or your use thereof.

27.2 Dispute Resolution In the event of any dispute, claim, or controversy arising out of or related to these Terms or your use of the Website, you agree to attempt to resolve the issue through good-faith negotiations. If the dispute cannot be resolved through negotiation within a reasonable time frame, the matter shall be submitted to the competent courts in Malaysia for resolution.

27.3 Exclusive Jurisdiction You agree that any legal action or proceeding arising out of or related to these Terms or your use of the Website shall be exclusively brought before the courts located in Malaysia. You consent to the personal jurisdiction of these courts and waive any objection to such jurisdiction and venue.

27.4 International Users If you access or use the Website from outside of Malaysia, you agree that you are responsible for complying with all local laws and regulations regarding the use of the Website. You further agree that any disputes, claims, or issues arising from your use of the Website will be governed by Malaysian law, regardless of where you are located.

27.5 Enforcement of Rights The laws of Malaysia will govern the enforcement of these Terms, including any contractual or non-contractual rights. If any provision of these Terms is found to be invalid or unenforceable under the laws of Malaysia, the remaining provisions will continue to be in full force and effect.

27.6 Conflict of Laws In the event of a conflict between the laws of Malaysia and the laws of any other jurisdiction, the laws of Malaysia shall prevail and govern, regardless of the conflict of laws principles of any other jurisdiction.

28. Waiver

Failure by us to enforce any provision of these Terms shall not constitute a waiver of our rights. Any waiver must be in writing to be effective.

28.1 General Waiver The failure of Exerlon to enforce any provision of these Terms shall not be deemed a waiver of its right to do so in the future. A waiver of any provision or right under these Terms will not operate as a continuing waiver, nor will it be construed as a waiver of any other provision or right.

28.2 Written Waiver Any waiver of rights or provisions under these Terms must be made in writing. No oral statements or representations will be considered a waiver unless explicitly stated in a written document signed by an authorized representative of Exerlon.

28.3 No Implied Waiver No failure or delay by Exerlon in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof. Similarly, no single or partial exercise of any right, power, or privilege shall preclude any further exercise of that or any other right, power, or privilege under these Terms.

28.4 Specific Waivers Any waiver granted by Exerlon shall apply only to the specific matter or issue addressed in the waiver. It shall not extend to any other issues or obligations unless explicitly stated in writing.

28.5 Waiver Not Affecting Other Rights A waiver of a specific provision of these Terms does not waive the overall enforceability or validity of the remaining provisions. The rights and remedies provided by these Terms are cumulative and not exclusive of any other rights or remedies available under applicable law.

28.6 Future Enforcement Even if Exerlon refrains from enforcing a provision of these Terms in one instance, this shall not prevent Exerlon from enforcing that provision or any other provision in the future.

29. Severability

29.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Contact Information:

If you have any questions or concerns regarding this Terms & Conditions, please contact us at:

  • Email: online@exerlon.com.my
  • Phone: +60 12-215 6515 / +60 12-305 6578
  • Address: No. 5, MRT & KTM Station, Kawasan Industri Kampung Jaya, 47000 Sungai Buloh, Selangor

By using our Website or engaging with us, you acknowledge that you have read and understood this Privacy Policy and consent to the processing of your personal data as described herein.