CONTRACT

This Agreement is made on

BETWEEN
Best Computer Co Sdn Bhd (Company Registration No.: 0123456-X), a
private limited company incorporated under the Companies Act 1965,
having a registered address at 64, Jalan Timor, Petaling Jaya, Selangor
(the Seller)
AND
University of Malaya, a body corporate incorporated under Section 7 of
the Universities and University Colleges Act 1971, having a registered
address at Jalan Pantai 50603 Kuala Lumpur (the Buyer)

WHEREAS:
A. The Seller is a company dealing with the sale of computers and other electronic
devices.
B. The Buyer is an institution of higher learning which requires computers for teaching,
learning, and administrative purposes.
C. The Seller intends to sell and the Buyer intends to buy computers as will be detailed in
this Agreement.

THE SELLER AND THE BUYER AGREE AS FOLLOWS:

1

Sale of Computers
The Seller agrees to sell and the Buyer agrees to buy 30 sets of computers (the
Computers), as detailed below:

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Model

Dell Machines model 3250

Toshiba Lap top computers model
DS 2120

Manufacturer and
Places of
Manufacturer
Dell Corporation,
Texas USA.
Toshiba Pte Ltd,
Tokyo, Japan.
Total

Quantity
(Unit)
10
20
30

Price and Payment

2.1
The Buyer undertakes to pay to the Seller RM 90,000 for the Computers (the
Purchase Price). The buyer agrees to pay the Purchaser price in the manner as
2.2

stipulated below.
Immediately upon the signing of this Agreement, the Buyer shall pay to the Seller

2.3

RM 20,000.
The balance sum of RM 60,000 shall be paid in three monthly installments after the
signing of this Agreement as follows:

2.4

Date

1 July 2000

30,000

1 August 2000

20,000

1 September 2000

20,000

(Ringgit Malaysia)

All payments shall be made by the Buyer via online bank transfer to the Sellers bank
account specified as below:
Bank
Recipient Name
Account No.

2.5

Amount Payable

No.

: Hong Leong Bank Bhd

: Best Computer Co Sdn Bhd
: 525252-1087-8888

Without prejudice to the Sellers rights under Clause 16, if any of the installments
set out in Clause 2.3 shall remain unpaid by the Buyer at the expiration of the
period of twenty-one (21) working days from when the date payment is due, the
Seller may impose and the Buyer shall pay a late payment interest equivalent to ten
per centum (10%) per annum of the balance due per month.

2.6

In the event of default of any one of the installments set out in Clause 2.3, the
remaining installments shall become immediately due and payable.
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Delivery of Computers
3.1
The Seller undertakes to deliver to the Buyer the Computers no later than seven (7)
3.2

business days upon the signing of this Agreement.

The Computers will be delivered to the Centre for Information Technology,

3.3

University of Malaya, Kuala Lumpur during office hours (9am 5pm).

Notification via telephone call will be given by the Seller to the Buyer prior to

3.4
3.5

delivery.
The cost of delivery shall be borne by the Buyer.
In the event the delivery is not timely made, the Seller will be given a grace period
of three (3) business days to deliver the Computers. After the grace period, the
Seller undertakes to pay to the Buyer two per centum (2%) per annum of the
Purchase Price calculated on daily basis.

Right of Inspection
4.1
The Buyer shall have the right to inspect the Computers upon delivery.
4.2
The Buyer acknowledges that it has relied solely on the investigations,
examinations, and inspections as the Buyer has chosen to make and that the Seller
has afforded the Buyer the opportunity for full and complete investigations,
4.3

examinations, and inspections.

Within two (2) business days after delivery, the Buyer must give either written or
oral notice to the Seller of any claim for damages on account of condition, quality
or non-compliance of the Computers, and the Buyer must specify the basis of the

4.4

claim in detail.
Failure of the Buyer to comply with the conditions stated in Clause 4.2 will

4.5

constitute an irrevocable acceptance of the Computers by the Buyer.

In the event that the Computers are defective or do not conform to this Agreement,
it shall be at the Sellers option for the Seller to:
i.
replace the Computers at the Sellers sole expenses; or
ii.
credit the Buyer with the amount of the Purchase Price for the nonconforming goods.

Passing of Ownership
5.1
Full ownership rights shall pass from the Seller to the Buyer upon full settlement
of the Purchase Price stated in Clause 2 and additional charges or penalties, if any.

Risk
6.1
Risk shall pass when the Computers are delivered to the Buyer in accordance to
Clause 3.

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6.2

The party who bears the risk shall be liable for any loss or damage to the
Computers.

Insurance
7.1
The Buyer shall arrange full insurance of the computers from the date when the
7.2

risk passes from the Seller to the Buyer.

The Buyer hereby grants to the Seller a security interest in the Computers sold to
the Buyer under this Agreement and any proceeds therefrom (including accounts
receivable), until payment in full for the Computers has been received by the

7.3

Seller.
The Buyer shall sign and deliver to the Seller any document to perfect this security

7.4

interest that the Seller reasonably requests.

The limit of liability for such coverage shall be no less than RM100,000 per
claim/occurrence, and the other Party and its directors, officers, and the employees,
to the extent of the owed indemnity obligations, shall be named as additional
insured under such policies.

Warranty
8.1
The Seller warrants that the goods herein are of merchantable quality and are fit
for the particular purpose required by the Buyer and have been suitably modified
for use in educational institutions of higher learning.

Entire Agreement
9.1
This Agreement is the final, complete and total expression of the parties
9.2

obligations, rights and duties.

This Agreement supercedes and invalidates all other commitments, representatives
and warranties in relation to the subject matter set out in this Agreement which
may have been made by the Parties, either orally or in writing, prior to the date of
this Agreement.

10 Severance
10.1 If any clause of this Agreement is determined by any court or other competent
authority to be unlawful, or unenforceable, the other clauses in this Agreement will
continue in effect.
11 Force Majeure
11.1 Neither party shall have any liability for any delays or failures in performance of
11.2

this Agreement which result from circumstances beyond their control.

The party affected by such circumstances shall promptly notify the other Party in
writing when such circumstances cause a delay or failure in performance.
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12 Arbitration/ Dispute Resolution

12.1 In the event of any disputes arising herein between the Buyer and the Seller, the
dispute shall be referred to arbitration under the Arbitration Act 2005 and its
amendments.
13 Service of notice
13.1 Serving of notice to the Seller
13.1.1 The notice is sufficiently served in the following manner:
a. address to the Sellers name and send to the Seller at the Sellers registered
address by post; or
b. address to the Sellers name and send to the Seller at the Sellers registered
address by hand.
13.2 Serving of notice to the Buyer
13.2.1 The notice is sufficiently served in the following manner:
a. address in the name of Centre for Information Technology, University of
Malaya and send to the Buyer at the premises by courier services; or
b. address in the name of Centre for Information Technology, University of
Malaya and send to the Buyer at the premises by hand.
14 Time
14.1 Time whenever stated in this Agreement shall be the essence.
15 Governing Law
15.1 This Agreement shall be governed by the laws of Malaysia
16 Termination
16.1 In the event either party wishes to terminate this Agreement for any reason, the
party shall give a notice in writing to the other party. This Agreement shall be
16.2

terminated without prejudice to the right of the other party to claim for damages.
In the event of breach of condition of this Agreement, the aggrieved party will be
entitled to terminate this Agreement and shall retain the right to claim damages

16.3

against the other party.

This Agreement shall be terminated automatically if any of the parties goes into
liquidation except for the purpose of amalgamation or reconstruction.

17 Goods and Services Tax

17.1 For the purpose of this Agreement, GST, taxable supply, consideration and
tax invoice have the same meanings given to those terms in the Goods and
17.2

Services Tax Act 2014.

All payments to be made or other consideration to be provided under this
Agreement are GST exclusive unless otherwise expressly stated. If any payment or
consideration to be made or provided by the Buyer to the Seller is for a taxable
supply on which the Seller must pay GST, the Buyer shall pay to the Seller an
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amount equal to the GST payable (the GST Amount) by the Seller for that
17.3

taxable supply upon receipt of the tax invoice.

The Parties agree that they are respectively liable to meet their own obligations
under the GST law.

In witness whereof the Parties hereto have executed this Agreement on the day and year first
above mentioned

..

..

ALAN WONG
(720802-10-5543)
On behalf of
Best Computer Co Sdn Bhd
(Company Registration No.: 0123456-X)

Witness:

..

..

TONY NARAIN
(650101-10-2229)
On behalf of
University of Malaya

Witness:

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