General Terms & Conditions

1. Definitions & Interpretation

"Company"

means Sunket Sdn Bhd, a company incorporated in Malaysia with registration number as filed with the Companies Commission of Malaysia (SSM), having its registered office in Malaysia.

"Customer"

means the individual or entity that enters into an agreement with the Company for the supply and/or installation of a solar photovoltaic (PV) system, energy storage system, or related products and services.

"System"

means the solar photovoltaic system, energy storage system, components, equipment, and associated services supplied and/or installed by the Company under the agreement.

"Agreement"

means the contract, purchase order, quotation acceptance, or other written agreement between the Company and the Customer for the supply and/or installation of the System.

"SEDA"

means the Sustainable Energy Development Authority of Malaysia.

"TNB"

means Tenaga Nasional Berhad, the national utility company of Malaysia.

"Commissioning"

means the process of testing, verifying, and activating the installed System for operation, including all necessary grid connection and metering arrangements.

In these Terms, unless the context otherwise requires: (a) references to statutes include references to amendments and re-enactments; (b) headings are for convenience only and do not affect interpretation; (c) words importing the singular include the plural and vice versa.

2. Delivery of System

2.1 The Company shall use commercially reasonable efforts to meet the delivery timeframe set out in the Agreement, subject to weather conditions, government orders restricting works or movement, regulatory approval timelines (including SEDA and TNB processing periods), and the Customer providing all necessary information, access, permission, and approvals as requested by the Company.

2.2 The Company shall not be liable for, nor shall the Company be in breach of its obligations under the Agreement, for any delay in delivery beyond the communicated delivery date for any reasons outside its reasonable control, including but not limited to supply chain disruptions, adverse weather, regulatory delays, or acts of government authorities.

2.3 For the avoidance of doubt, the Company shall be entitled to subcontract the installation services or any part thereof under this Agreement to any qualified third-party contractor, provided that such subcontractor meets applicable SEDA registration and competency requirements.

2.4 The Company shall notify the Customer when the System and the installation services will be ready for commissioning, inviting the Customer to attend the standard tests or other agreed tests to demonstrate completion of the installation works. If the Customer’s representative fails to attend the tests on the date notified, the Company or its representative will carry out the tests according to the Company’s standard/approved test procedures, and these tests shall be deemed performed in the presence of the Customer’s representative.

2.5 Upon completion of the installation, the Company shall deliver to the Customer a delivery order or completion certificate. The Customer shall be deemed to have accepted the System and all associated services set out in such delivery order or completion certificate on the date specified therein.

3. Price and Payment

3.1 The Company reserves the right, by written notice to the Customer, to adjust the contract price proportionately under the Agreement for any undelivered or unperformed obligations to reflect variations in costs arising from any significant material price increase, changes in import duties or taxes, or foreign exchange rate fluctuations that take effect between the date of the Agreement and the delivery of the System.

3.2 The Customer shall have no right to withhold or reduce any payments or to set off existing and future claims against any payments due under the Agreement or under any other agreement that the Customer may have with the Company. The Customer agrees to pay the amounts hereunder regardless of any claimed set-off which may be asserted by the Customer or on the Customer’s behalf.

3.3 The Company shall be entitled to assign or transfer its receivables due from the Customer under the Agreement to any financier or financial institution, including for the purposes of invoice financing or factoring arrangements.

3.4 Without prejudice to its other rights and remedies, if the Customer fails to pay any amount due, the Company shall be entitled to:

a) Charge late payment interest at a rate of eight percent (8%) per annum, or such other rate as set out in the terms and conditions of any issued invoice, calculated daily from the due date until actual payment;

b) Where payment is deferred or in instalments, to accelerate all the amounts remaining to be paid whether due or outstanding or otherwise and demand for the full sum to be paid within seven (7) days and/or discontinue any service or monitoring of the System until receipt of the amounts due;

c) Take such other actions and remedies as are available to the Company, including but not limited to reporting to credit reporting agencies and engaging collection agents;

d) Charge the Customer for all costs incurred in collecting the amounts due, as well as additional costs or incurred losses made by the Company including without limitation, reasonable administrative, storage, repossession, and legal costs.

3.5 The performance by the Company under the Agreement will always be subject to the Company’s credit approval of the Customer. If, in the Company’s reasonable judgment, the Customer is likely to be unable to fulfil its payment obligations, the Company may require full or partial payment in advance, or the provision of additional security, or other conditional payment terms. If the Customer is unable to provide such payment, security, or assurance to the Company, the Company may in its absolute discretion suspend, delay, or cancel any credit, delivery, or any other performance hereunder.

3.6 All prices stated in the Agreement are in Malaysian Ringgit (MYR) unless otherwise specified, and are inclusive of all applicable taxes including Sales and Service Tax (SST) unless explicitly stated otherwise.

4. Customer Undertakings

4.1 The Customer shall, in an accurate and timely manner:

a) Settle all payment obligations on a timely basis in accordance with the terms of the Agreement without any exception whatsoever;

b) Be, at the Customer’s own expense and risk, responsible for site preparation, including infrastructure, which must follow all safety, electrical, and building codes relevant to the System and safe work surroundings for the Company’s employees and its representatives, and comply with all applicable requirements of the Uniform Building By-Laws and relevant local authority regulations;

c) Provide access to and availability of the site to the Company without obstacles and in due time to enable the Company to start and complete the installation and provide access to necessary utilities, including electricity supply points and internet connectivity for monitoring systems;

d) Obtain and maintain all necessary property ownership consents, tenancy approvals, or body corporate permissions required for the installation of the System on the premises;

e) Provide all documentation reasonably required by the Company for SEDA applications, TNB net energy metering (NEM) or Solar ATAP applications, and any other regulatory approvals.

4.2 In the event there has been a delay in the installation of the System caused by the Customer’s delay, act, or omission, the period for delivery, installation, and commissioning of the System will be extended accordingly, and all resulting damages and additional costs caused by such delay, act, or omission will be borne by the Customer.

4.3 The Customer shall maintain appropriate insurance coverage for the property on which the System is installed, including coverage for fire, natural disasters, and third-party liability, throughout the term of the Agreement and the warranty period.

5. Warranty

5.1 Warranty coverage is limited to the product warranties attached to the components of the System (including solar panels, inverters, batteries, and mounting structures) as specified by the respective manufacturers, and the workmanship warranty set out herein, which shall be valid for a period of five (5) years from the date of commissioning unless otherwise stated in the Agreement.

5.2 No warranty or liability in addition to those expressly set out herein shall be provided in relation to the System, and all such additional warranty or liability is hereby specifically excluded, including warranty for any fitness for any particular purpose. The Company does not warrant that the System will generate a specific amount of energy, as actual energy production depends on weather conditions, shading, orientation, and other factors beyond the Company’s control.

5.3 The Customer shall be solely responsible and liable for any use of the System or modification or change to the System, or any act and omission by the Customer, including neglect or improper handling, in relation to the System, and any use of any part of the System or act or omission in relation to such item after the System has been delivered to the Customer.

5.4 In any event, the Company’s sole and exclusive obligation, and the Customer’s sole and exclusive right, with respect to claims under warranty shall be limited, at the Company’s option, either to the replacement or repair of defective components only. Defective products shall become the Company’s property as soon as they have been replaced. The Company shall not be responsible for the costs related to re-installation, including labour costs, of defective components or parts unless expressly agreed otherwise in writing.

5.5 The warranties herein shall extend only directly to the Customer and not to the Customer’s customers, agents, or representatives, and are in lieu of all other warranties, whether express or implied, including without limitation any implied warranties of fitness for a particular purpose or merchantability, which are hereby specifically disclaimed by the Company.

5.6 The warranty shall be void and of no effect if: (a) the System is modified, altered, or repaired by any person other than the Company or its authorised agents; (b) the System is used for purposes other than those for which it was designed; (c) the Customer fails to perform required routine maintenance as specified in the operation and maintenance manual; or (d) the System is damaged by events beyond the Company’s control, including natural disasters, acts of God, or third-party interference.

6. Title and Risk

6.1 The Company retains title to the System and all components thereof until it has received full and clear payment as invoiced and as set out in the Agreement, or until the delivery order/completion certificate has been issued, whichever is the later.

6.2 Risk of loss or damage to the System shall pass to the Customer upon delivery of the System to the installation site, or upon commencement of installation, whichever is earlier. The Customer shall insure the System against all risks from the time risk passes.

6.3 If the Customer becomes subject to bankruptcy or insolvency proceedings or appears unable to pay its debts before title to the System passes to the Customer, the Company may, without limiting any other right or remedy the Company may have, at any time require the Customer to return the System to the Company at the Customer’s own cost. In the event the Customer fails to promptly return the System in good condition, the Company may enter the Customer’s premises to recover the System.

7. Intellectual Property

7.1 The Company retains ownership, rights, and title in and to all intellectual property, including copyrights, in respect of any documents, drawings, diagrams, calculations, designs, system configurations, energy modelling reports, or other documentation associated with any offer, proposal, order, or agreement relating to the System.

7.2 The Customer is not entitled to re-use any documentation or designs in whole or in part without the Company’s prior written permission, which shall not be unreasonably withheld. The Company may attach conditions to its permission, including the payment of a reasonable sum.

7.3 Any monitoring software, data platforms, or digital tools provided by the Company in connection with the System remain the intellectual property of the Company. The Customer is granted a non-exclusive, non-transferable licence to use such software and platforms solely for the purpose of monitoring and managing the System during the term of the Agreement.

8. Indemnity and Limitation of Liability

8.1 The Customer shall indemnify and keep indemnified and hold harmless the Company and its officers, directors, shareholders, agents, representatives, and employees against any claim, liability, and expense, including attorney’s fees and expenses of litigation in connection with the Agreement, including without limitation, claims for personal injury, death, or damage where arising out of or caused directly by the Customer’s negligent or wilful act or omission or that of the Customer’s officers, directors, shareholders, agents, employees, and/or representatives.

8.2 Notwithstanding any other provision herein, the Company shall not be liable for any lost profits, loss of reputation, loss of goodwill, loss of energy savings or revenue, indirect, incidental, punitive, special, or consequential damages arising out of or in connection with the Agreement, whether or not such damages are based on tort, warranty, contract, or any other legal theory — even if the Company has been advised of, or is aware, of the possibility of such damages.

8.3 Save for liabilities that cannot be limited or excluded by Malaysian law, the total, aggregate, and cumulative liability of the Company for all claims of any kind arising from or related to the Agreement is limited to the total price stated in the Agreement.

8.4 The limitations of liability in this section shall survive termination or expiration of the Agreement and shall apply to all claims whatsoever, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

9. Cooperation

9.1 The Customer shall cooperate with the Company’s efforts in relation to any assignment or transfer of receivables under the Agreement, including providing necessary documentation and notifications to relevant third parties.

9.2 The Customer shall cooperate with the Company in relation to all regulatory processes, including SEDA approvals, TNB meter applications, Net Energy Metering (NEM) quota applications, Solar ATAP registrations, and any other government or utility body requirements necessary for the lawful operation of the System.

9.3 Where the System is connected to the national grid, the Customer shall comply with all applicable TNB grid connection requirements and notify the Company promptly of any changes to the electrical installation or property ownership that may affect the System’s grid connection status.

10. Force Majeure

10.1 Neither party shall be liable for any delay or failure to perform its obligations under the Agreement if such delay or failure results from circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions or restrictions, strikes or labour disputes (excluding those involving the affected party’s own employees), supply chain disruptions, or severe weather conditions that prevent safe installation work.

10.2 The affected party shall notify the other party in writing within fourteen (14) days of the occurrence of the force majeure event, specifying the nature, expected duration, and steps being taken to mitigate its effects. If the force majeure event continues for a period exceeding ninety (90) days, either party may terminate the Agreement upon thirty (30) days’ written notice to the other party.

11. Termination

11.1 Either party may terminate the Agreement by giving written notice if the other party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within thirty (30) days of being notified in writing to do so.

11.2 The Company may terminate the Agreement immediately upon written notice if the Customer becomes insolvent, enters into voluntary or involuntary bankruptcy proceedings, has a winding-up petition issued against it, or makes any arrangement or composition with its creditors.

11.3 Upon termination of the Agreement for any reason: (a) all monies due from the Customer to the Company shall become immediately due and payable; (b) the Customer shall make the System available for removal at the Company’s request; and (c) the provisions of these Terms that by their nature should survive termination shall remain in full force and effect, including but not limited to clauses relating to warranty, indemnity, limitation of liability, title and risk, and governing law.

12. Governing Law & Dispute Resolution

12.1 The Agreement and these Terms shall be governed by and construed in accordance with the laws of Malaysia. The parties submit to the exclusive jurisdiction of the courts of Malaysia.

12.2 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, shall first be referred to mediation in accordance with the mediation rules of the Asian International Arbitration Centre (AIAC) in Kuala Lumpur. If the dispute is not resolved within sixty (60) days of the commencement of mediation, either party may refer the dispute to arbitration administered by the AIAC in accordance with its Arbitration Rules.

12.3 The number of arbitrators shall be one. The seat of arbitration shall be Kuala Lumpur, Malaysia. The language of the arbitration shall be English.

13. General Provisions

13.1 Entire Agreement. These Terms, together with the Agreement and any documents referred to herein, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating thereto.

13.2 Amendment. No variation of these Terms shall be effective unless it is in writing and signed by both parties.

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

13.4 Waiver. No failure or delay by either party in exercising any right, power, or remedy under the Agreement shall operate as a waiver of that right, power, or remedy.

13.5 Notices. All notices under the Agreement shall be in writing and shall be deemed duly given if delivered by hand, sent by registered post, or transmitted by email to the last known address or email address of the relevant party.

13.6 Personal Data. The Company shall process any personal data collected from the Customer in accordance with the Personal Data Protection Act 2010 (PDPA) of Malaysia. The Customer consents to the Company collecting, using, and disclosing personal data for purposes related to the performance of the Agreement.