General Terms of Sale
Section 1 – General
1.1 All articles and services supplied by companies in the Voith
Group with registered offices in Malaysia (hereinafter referred toindividually and collectively as the “Seller“) shall be subject to these
General Terms of Sale and to any separate contractual agreements.
Any differing terms and conditions of purchase of the purchaser shallnot become part of the contract either when an order is accepted orif they are not objected to.
1.2 If there is no separate agreement, a contract shall be concluded
when the Seller issues his written confirmation of the order. Written
form shall also include confirmations sent in textform by data transfer(e.g. e-mail), electronic signature via signature programs such as
DocuSign, AdobeSign, E-sign or fax.
1.3 If clauses customary in the trade are agreed, the rules oninterpretation of them as defined in the latest version of Incoterms
shall apply, unless otherwise specified in the following.
1.4 Documents, such as illustrations, drawings and information on
dimensions and performance shall only be approximately
authoritative and are not considered to be warranted characteristics
or guarantees, unless they are expressly designated as binding.
1.5 The Seller reserves ownership of and copyrights to samples,
cost estimates, drawings and the like, and to information embodied
in a tangible or intangible manner, including in electronic form. This
information shall be used only for contractual purposes and shall not
be edited, reproduced, or made available to a third party without theconsent of the Seller. The Seller shall make documents designatedas confidential by the purchaser available to a third party only withthe consent of the purchaser.
Section 2 - Prices and payment
2.1 Unless otherwise agreed, the prices shall not be deemed to be
fixed prices. For services ordered by the purchaser, which are notcovered by the original order, there is a right to additional,
appropriate remuneration. Unless agreed separately, the prices shallbe ex works of the Seller and shall include loading at the works, but
not include insurance costs, packaging, unloading and all otherauxiliary costs. Value-added tax shall be added to the prices at therespective statutory rate.
2.2 The Seller shall be entitled to adjust the contractually agreed
price if changes in the amount of at least 1.5 % have occurred withregard to (a) the wage costs by law, regulation, collective agreement,
company agreements or (b) other cost factors necessary for the
performance of the service such as procurement costs of thematerials used, e.g. due to changes in the national or world market
prices for raw materials, exchange rates since the conclusion of thecontract. The adjustment shall be made to the extent that the actual
production costs at the time of conclusion of the contract change
compared to those at the time of the actual performance of theservice. A price adjustment for the period in which the Seller is indefault through his own fault is excluded.
2.3 Costs for travel, daily and overnight allowances are charged
separately. Travel times are considered working hours.
2.4 Unless separately agreed, payments shall be made without
deduction to the Seller’s account, namely:- a down-payment of one third of the price when the order isplaced,- one third of the price payable when half the delivery period
expires,- the remainder payable upon delivery or upon notification ofreadiness for shipment if delivery is not possible immediately after
completion for reasons for which the Seller is not responsible.
2.5 Unless otherwise specified in the acknowledgement of order,
payments shall be due net (without deduction) within 30 days of theinvoice date. In the event of delayed payment by the purchaser, theSeller is entitled at law, to impose interest at the rate of twelve (12)%per annum on the outstanding amount calculated from the due date
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to the actual date of full and final payment. Any payment by thepurchaser shall be credited first against any interest so accrued andthe balance of payment, if any, shall be applied in reduction of theoutstanding balance of the Contract price. In the event of delay inany payment due to Seller, Seller may defer manufacture or delivery
or cancel any outstanding balance of the contract.
2.6 The purchaser shall be entitled to withhold payment or offset his
counterclaims only if they have been ruled on finally or have been
acknowledged by the Seller.
Section 3 – Cooperation obligations of the Purchaser
3.1 The purchaser shall perform all duties to cooperate vis-à-vis the
Seller in such a timely manner that the Seller can deliver or perform
in due time.
3.2 Unless otherwise agreed, the purchaser shall be responsible forobtaining the required permits at its own expense.
3.3 To the extent required by Seller, purchaser shall make available
to Seller, free of charge and for the time of performance, lockable
closed rooms not accessible to third parties for the stay of Seller's
employees and for the storage of tools and materials.
Section 4 - Delivery period, delay in delivery, force majeure
4.1 The delivery period shall be as agreed by the parties. To allow it
to commence and to be observed by the Seller, all commercial andtechnical questions must first be clarified, and the purchaser musthave fulfilled all his obligations, such as furnishing of the necessary
official certificates or approvals or making of a down-payment.
If this is not the case, the delivery period shall be extended
commensurately. This shall not apply if the Seller is responsible forthe delay.
4.2 The delivery period shall be deemed to have been observed if
the article to be supplied is ready for shipment or the services areindicated ready for acceptance by the time the delivery period
expires. If acceptance is contractually required, the contractuallyspecified acceptance deadline, or alternatively the time at which
notification of readiness for acceptance is given, shall be binding,
except in the case where the purchaser justifiably refuses
acceptance.
4.3 If ready for shipment declarations or acceptance of the article tobe supplied is delayed for reasons for which the purchaser is
responsible or if the purchaser violates other duties of cooperation
on his part, the Seller shall be authorised to demand compensation
for the losses he has incurred in this regard, including any additional
expenses. Without prejudice to further claims, the Seller canotherwise dispose of the article to be supplied after he has set a
reasonable period of grace and this has expired without remedy, inparticular store the article to be supplied at the risk and expense of
the purchaser and/or supply the purchaser within a reasonably
extended period.
4.4 If a failure to observe the delivery period is due to force majeure,such as natural disasters, epidemics, pandemics, war, armed
conflicts, civil war, revolution, terrorism, sabotage, cyberattacks,
nuclear/ reactor accidents, embargo/ sanctions or similar restrictions,labour disputes shortage of raw materials, materials, components
and means of transport or other events that are outside the Seller’s
control, the Seller shall be discharged from his performanceobligations for the duration of the event and the delivery period shallbe extended appropriately. Effects and/ or restrictions arising fromor in connection with an event of force majeure (e.g. travel
restrictions, border closures, transport restrictions or delays, plantclosures, etc.) which make it impossible or unreasonably difficult tocomply with the delivery or performance time, shall be deemed to be
an force majeure event within the meaning of Section 4.4. The Seller
shall inform the purchaser of when such circumstances start andend within a reasonable time after becoming aware of them. If theevent or multiple events lasts for more than 6 months, the Seller shallalso be authorised to terminate the contract. In case of delay - due
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to force majeure - the purchaser is not entitled to make any monetaryclaims against the Seller.
4.5 If the Seller is in delay and the purchaser incurs losses as a result,the latter shall be authorised to demand lump-sum compensation
for the losses due to such delay. This shall be 0.5% of the value ofthat part of the overall delivery that cannot be used on time or inaccordance with the contract because of the delay, for each fullweek of the delay but a maximum total amount of 5% of said value.
If the Seller is in delay and the purchaser grants him a reasonable
period to perform his obligation – considering statutory exceptions and if this period is not observed for reasons for which the Seller is
responsible, the purchaser shall be authorised to rescind thecontract within the framework of the statutory provisions.
Further claims of the purchaser towards the Seller from delay indelivery shall be excluded.
Section 5 - Transfer of risk, acceptance, packaging
5.1 Unless otherwise agreed individually, risk shall pass to thepurchaser upon the start of loading of the parts to be supplied at the
Seller’s works, even if partial deliveries are made or the Seller has
assumed other services, such as shipping cost or delivery andinstallation. Subject to any different agreements, the obligation toload, stow and secure the supplied article safely during transport andunload it is the responsibility of the purchaser and his freight
forwarding agent, freight carrier or agent making the collection; heshall also have an obligation to provide and make available at his
own expense appropriate securing devices.
5.2 If acceptance has been agreed, this must be conducted
immediately at the agreed time, alternatively after the Seller has given
notification that the object is ready for acceptance. The purchaser
cannot refuse acceptance due to an insignificant defect, provided
the Seller acknowledges his obligation to remedy the defect.
5.3 If shipment or acceptance is delayed or not performed due tocircumstances not attributable to the Seller, the risk of accidental
loss or accidental deterioration of the article to be supplied shall passto the purchaser from the day on which notice is given of its
readiness for shipment or acceptance. The Seller undertakes to takeout insurance requested by the purchaser, such as transport
insurance, at the expense of the purchaser. In case of default of
acceptance by the purchaser, the Seller shall be entitled to charge a
storage fee. The storage fee shall be invoiced to the Purchaser at
the rate of USD50 per day for each unit of the article. The storage
fee shall commence from the date of receipt of notice of readinessfor acceptance and continue until the purchaser takes delivery of thearticle or until otherwise agreed upon by the Parties.
Payment for any storage fee shall be required in accordance with
Section 2.5. The purchaser deemed to store the article at the solerisk and responsibility of purchaser and the Seller is not liable fordamage, loss, or deterioration of the article within the period of thestorage.
5.4 Partial deliveries shall be permitted if this is reasonable for thepurchaser.
5.5 Transport and other packaging shall be taken back at the costand expense of the purchaser. The place of return of packaging is
the Seller's factory gate.
Section 6 - Retention of title, assignment of claims, withdrawal
6.1 The Seller shall retain his title to the supplied article until all claims
have been settled, the respective outstanding balances to which theSeller is entitled as part of the business relationship with thepurchaser (overall retention of title). If the destination state of thearticles is in Malaysia, the Seller shall be entitled to have the retentionof ownership registered in the retention of ownership register. If thedestination country of the articles is outside Malaysia and if thevalidity of the retention of title in the destination country of the articles
requires an entry in a register or a similar procedure, the Seller shallbe entitled to have the retention of title registered and take any action
required for the validity of the retention of ownership, with thepurchaser providing any cooperation required.
6.2 The purchaser shall be obliged to treat the supplied article
subject to retention of title (retained articles) with care; in particular,

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he shall be obliged at his own expense to insure it adequately against
theft, breakage, fire, water, and other damage at the reinstatement
value. The Seller shall be authorised to take out this insurance at theexpense of the purchaser if the purchaser has demonstrably nottaken it out.
6.3 If the retained articles are combined with other objects such thatthey become an essential part of another object, the Seller shallobtain co-ownership of the other object. If a new object is producedby combining or processing of the retained articles, the Seller shallalways acquire a corresponding right of co-ownership.
6.4 The purchaser shall be authorised to resell the retained articles
in the normal course of business. If the retained articles that havebeen supplied or produced in accordance with Section 6.3 are sold,the purchaser hereby assigns the claims against his purchasers fromthe sale (total sum invoiced including value-added tax) or acorresponding part thereof, along with all secondary rights, to theSeller until the latter’s claims have been settled in full. The purchaser
is obligated to provide the Seller with a copy of the invoice in respectof the resale without delay.
6.5 The purchaser shall remain authorised to collect the claim
assigned pursuant to Section 6.4; the Seller’s authorisation to collectthe claim himself shall remain unaffected thereby. The Seller shall notcollect the claim if the purchaser meets his payment obligations fromthe collected amounts, is not in arrears with payment or has notdiscontinued payment, and an application for instigation of
insolvency proceedings, administration of an insolvent estate orsimilar procedure has not been filed against the purchaser with aview to general execution.
If one of the above situations applies, the Seller can demand that thepurchaser disclose the claims assigned to the Seller as security andprovide all details and documents required to collect them.
6.6 If the purchaser acts in breach of contract, if he is in arrears withpayment, the Seller shall be authorised to take back the supplied
articles after issuing an unsuccessful warning. This, like any levy of
execution on the articles by the Seller, shall not constitute a
rescission of the contract by the Seller.
6.7 An application to instigate insolvency proceedings,
administration of an insolvent estate or similar procedure with a viewto general execution or the rejection of such an application due toinsufficient assets, shall authorise the Seller, upon its choice (i) torescind the contract and otherwise to demand immediate surrenderof the supplied article or (ii) to provide further contractual obligations
conditional upon advance payment-performance. The choice of thelatter does not bar the remedy of the Seller to rescind the contract
later.
Section 7 - Liability for defects
The Seller shall be liable for defects and legal imperfections in title tothe exclusion of further claims – subject to Section 8 – as follows:
7.1 Material defects
7.1.1 Details given by the Seller about the properties of the article tobe supplied are the result of his measurements and calculations andshall be the article’s agreed nature, but not its warranted qualities orguarantees within the meaning of applicable law.
7.1.2 The purchaser can assert claims due to a material defect only
if he has properly fulfilled his obligations to examine the supplied
article and to give notice of defects in accordance with Section 7.1.3
below.Notices of defects and complaints of any kind are to be given
in writing by purchaser to the Seller within seven (7) days from thediscovery of the defect, with as exact a description of the defect as
possible and an indication of the possible causes, otherwise thewarranty claims will be forfeited.If no complaint is made, the article
shall be deemed to have been approved.
7.1.3 All parts that prove to be defective as a result of circumstances
before the transfer risk shall, at the discretion of the Seller, berepaired or resupplied free of charge. Such defects shall be reported
to the Seller clearly and in writing as soon as they are discovered.
Replaced parts shall become the property of the Seller.
7.1.4 The purchaser must prove that the defect was already present
at the time of transfer of risk.

2|57.1.5 The Seller’s liability for material defects in essential third-party
products, which are an integral part or accessories of the supplied
articles, shall be limited to assignment of the claims for material
defects of the Seller against his supplier. If the assigned claims formaterial defects are not settled, the claims of the purchaser against
the Seller due to material defects shall be revived.
7.1.6 Following agreement with the Seller, the purchaser shall give
the Seller the required time and opportunity to make all the repairs
and to supply such replacements as the Seller deems necessary;otherwise, the Seller shall be discharged from liability for the resultant
consequences. The purchaser shall have the right to rectify thedefect himself or have it rectified by a third party and demandcompensation for his necessary expenses from the Seller only inurgent cases of risk to safety; the Seller shall be informed
immediately thereof.
7.1.7 Of the direct costs incurred because of repair or delivery of a
replacement, the Seller shall – provided the complaint proves to bejustified – bear the costs of the repair work and/or the replacement
item (material- and workmanship costs), including the cost of
shipping it to the place of performance. The Seller shall also bear thereasonable costs of removing the defective part supplied and thecosts of installing the replacement article, if installation of the partthat later became defective was originally part of the contract due
from the Seller. The acceptance of further costs incurred by the
Seller in connection with rectification or replacement delivery shall be
expressly excluded.
7.1.8 Within the framework of the statutory provisions, the purchaser
shall have the right to rescind the contract if the Seller fails to remedy
a material defect by a reasonable period of time set for him to repair
the article or supply a replacement where non-compliance within the
additional period is due to circumstances which can be attributed to
the Seller but not in cases of force majeure or similar instances. If thedefect is only insignificant and the Seller has failed to remedy thedefect by a reasonable period of time set for him to repair the article
or supply a replacement, the purchaser shall merely have a right toa reduction in the contractual price.
7.1.9 The Seller shall not be liable for defects that are attributable tomeasures or designs expressly demanded by the purchaser or that
occur in materials or products which have been provided by thepurchaser or whose use the purchaser has expressly demanded
contrary to the Seller’s advice. In particular, no liability shall beassumed in the following cases:
Unsuitable or improper use or incorrect installation or commissioning
by the purchaser or a third party; failure to use original parts andmaterials; normal wear and tear; incorrect or negligent handling;
improper maintenance; unsuitable operating supplies; faulty
construction work; unsuitable subsoil; failure to back up or
inadequate backing up of data by the purchaser; failure to check or
inadequate checking of programs and data for computer viruses (asdefined in Section 11.3) by the purchaser; unusual effects of any kind(e.g. vibrations from other assemblies, ingress of foreign matter);corrosion (e.g. through halogens); chemical, electrochemical orelectrical influences – unless the Seller is to blame for them, violationby the purchaser of the obligations described in Section 7.2.4.
7.1.10 If the purchaser or a third party carries out repairs improperly,
the Seller shall not be liable for the resultant consequences.
The same shall apply to changes to the supplied article that havebeen made without the prior consent of the Seller.
7.1.11 The ownership of those articles complained about shall passback to the purchaser. The purchaser shall be obliged to return thedefective part at its cost and expense to the Seller at the request of
the Seller.
7.1.12 Subject to Section 9.2, the above warranty provisions shallapply accordingly to rectification of defects.
7.2
Legal imperfections in title; Export control
7.2.1 If use of the supplied article results in the infringement ofindustry property rights such as patents or copyrights of third parties,
the Seller shall in principle and at his own expense obtain the rightfor the purchaser to continue using it or modify the supplied article

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in a way that the purchaser can reasonably be expected to accept
so that the property right is no longer infringed.
If this is not economically feasible or not possible within a reasonable
period, the purchaser shall be authorised to rescind the contract. If
said conditions exist, the Seller shall also have the right to rescind
the contract.
Moreover, the Seller shall – if he is to blame – indemnify thepurchaser against claims of the owner of the property rights that are
undisputed or have been ruled on finally and conclusively.
7.2.2 Subject to Section 8, the Seller’s obligations specified in
Section 7.2.1 shall be final in relation to the infringement ofproprietary rights or copyrights.
These obligations shall exist only if:- the purchaser informs the Seller as soon as infringements ofproprietary rights or copyrights are claimed,- the purchaser assists the Seller to a reasonable extent in
defending against the claims or enables the Seller to make themodifications as stated in Section 7.2.1,- the Seller retains the right to undertake all defensive measures,
including out-of-court settlement,- the legal imperfection in title is not attributable to an instruction
by the purchaser or to the fact that the infringement only
occurred as a result of combination of the supplied article by thepurchaser with products or deliveries outside the Seller’s scopeof supply, and- the infringement has not been caused by the fact that thepurchaser has modified the supplied article on his own or used
it in a way not in conformity with the contract.
7.2.3 The Seller does not warrant that the end products
manufactured on the supplied article, including the manufacturing
process used, are free of third-party property rights.
7.2.4 If the purchaser intends to export, transit, or transfer the
supplied article to the Russian Federation or any country or territory
against which the United Nations, the European Union or the UnitedStates of America or the country in which the Seller has its principle
place of business (“Seller’s Country”) has imposed or implemented
an embargo or any other export or re-export restrictions or intends
to use the supplied article in such country or territory, the purchaser
shall notify the Seller of the same in writing before the contract
between the Seller and the purchaser is entered into. If the purchaser
adopts such an intention after the contract is entered into, suchexport, transfer or use shall be subject to the Seller's prior written
approval. Notwithstanding anything to the foregoing, the purchaser
represents and warrants that it will comply with all applicable export
control regulations and with EU and UN and Seller’s Country’s
export control regulations including embargoes and other sanctions.
If the supplied article is resold by the purchaser, the purchaser shall(i) enter into agreements to ensure that the obligations set forth in
this section are transferred through to the entire delivery chain andto the final customer ultimately holding the supplied article, and (ii)reasonable monitor the compliance. In the event of a violation of theobligations set forth in this Section 7.2.4, the Seller shall be entitled
to terminate the contract with immediate effect and to claim
damages and indemnification.
Section 8 - Liability
8.1 If the supplied article cannot be used by the purchaser inaccordance with the contract because the Seller is to blame for
failure to implement or inadequate implementation of suggestions
and advice provided before or after conclusion of the contract or forviolation of other additional contractual obligations – in particular the
obligation to provide instructions on the use of and maintenance ofthe supplied article – the provisions of Sections 7 and 8.2 shall apply
accordingly, to the exclusion of further claims by the purchaser.
8.2 The Seller shall be liable for damage not caused to the supplied
article itself – on whatever legal grounds, including liability for auxillary
personnel and tort – only
if he has acted with intent,
if he has been grossly negligent,

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in the case of defects to the supplied article, if a mandatory
legal liability exists.
With regard to personal injury and damage to property other than on
the article itself, limited to the amounts as stated in Seller’s productliability insurance as follows:

Personal injury
MYR 1 million per person
Damage to property
MYR 2 million per event
Personal
injuryand MYR 3 million in aggregate
damages to property
per year
8.3 To the fullest extent permitted by applicable law, the aggregate
liability of the Seller towards the purchaser under the contract,
regardless of the cause and whether a claim is based on contract,
tort, at law, in equity or otherwise, shall in no event exceed 20% of
the total contract Price.
8.4 To the fullest extent permitted by applicable law andnotwithstanding anything contained to the contrary, Seller shall not
be liable to the purchaser for any indirect and/or consequential
damages, expenses or losses such as loss of profit, loss of
production, business interruption, standstill, loss in investment, lossof interest, failure to make savings, financial loss, depletion of
goodwill and for the loss of data and programmes and their recovery,
third party penalty or connected commitments or the like.
8.5 Further claims for damages – on whatever legal grounds – shallbe excluded. If liability for damages on the part of the Seller is
excluded or limited, this shall also apply to personal liability fordamages on the part of the Seller’s employees.
Section 9 - Limitation of actions
9.1 All claims of the purchaser – on whatever legal grounds – and to
the fullest extent permitted by applicable law, shall become statutebarred insofar as they are not asserted within 12 months from thedue date. The statutory periods of limitation shall apply to intent or
intent to deceive, culpable injury to life, body or health and claims
under Consumer Protection Law of Malaysia.
9.2 If and to the fullest extent permitted by applicable law, as part ofrectification of a defect, the purchaser obtains rights in relation todefects, all defect claims shall become statute-barred 12 months
from delivery date. For new rights in relation to defects, all claims
arising from these rights shall become statute-barred at the latest 6
months from when the defect was rectified whereby such claims
shall exclusively be limited to defects that arise directly in connection
with the rectification of the defect.
Section 10 – Cancellation, variation or suspension
Principally, the contract cannot be cancelled or suspended. A
contract may be cancelled, varied, or suspended only by notice inwriting with justifiable reason and only if such notice is accepted inwriting by the other party. In the event that the purchaser cancels,varies or suspends the contract, the purchaser shall compensate
Seller for costs as required below:
In the event of variation or suspension, the purchaser shallcompensate Seller to any direct costs arising (excluding any claim
for damages or profit) which will be advised after notification of thevariation or suspension.
In the event of cancellation, the purchaser of customised products
shall compensate Seller for the cumulative cancellation costs
incurred depending upon the milestone reached in the table below:
Elapsed Contract
Lead Time0%-9%
10%-19%20%-29%30%-39%40%-49%50%-59%60%-69%70%-79%80%-89%Cancellation costs(as % of Contract Value)
10%
18%
30%
48%
62%
72%
80%
88%
95%

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90%-100%
100%
In the event of cancellation, the purchaser of non-cutomised
products or parts shall compensate Seller fair and reasonable costs
for work-in-progress at the time of termination.
Payment for costs arising shall be required in accordance with
Section 2.5.
Section 11 - Use of software
11.1 If software is supplied, the purchaser shall be granted a nonexclusive right to use it and its documentation. It shall be provided
for use on the intended object supplied. The software shall not be
used on more than one system.
11.2 The purchaser shall reproduce, revise, compile or translate thesoftware or convert it from object code to source code only to theextent permitted by Copyright Act 1987 (Act 332). The purchaser
undertakes not to remove manufacturer's data – in particular
copyright notices – or to change them without the Seller’s priorwritten consent.
All other rights to the software and documentation, including copies
thereof, shall remain with the Seller or the software supplier.
Sublicensing of it shall not be permitted.
11.3 Before providing the software to the purchaser, the Seller shalluse state-of-the-art, up-to-date protection measures to check it forcomputer viruses, Trojan horses, virus hoaxes and similar programs,
program parts and malicious functions that may result in loss or
falsification of data or programs or impairment of systems or partsof them (hereinafter referred to as “computer viruses”). Nevertheless,
it is not possible to rule out the risk that the software contains
unknown or mutated computer viruses or that such viruses may
enter an (operating or control) system of the purchaser later andpossibly change or delete program data of the software or other dataor programs or impair systems.
11.4 Consequently, the purchaser himself shall likewise takemeasures to protect against computer viruses and other destructive
data. The purchaser shall be obliged to test whether the supplied
software or files are infected with computer viruses before executing
the software or opening the files. This shall also apply to software
the purchaser wishes to use as part of his (operating or control)
systems, where the functionality of the Seller’s software may beaffected thereby.
11.5 The purchaser shall be obliged to back up data himself on aregular basis to prevent loss of it because of computer viruses. If
data is lost or manipulated, the Seller shall be liable only for the cost
involved in restoring the correct data if the purchaser has backed it
up properly.
Section 12 – Data Protection
12.1 The purchaser will provide the Seller with personal informationof its personnel involved in negotiation and performance of thecontract (“Purchaser’s Personal Information”). The purchaser
warrants that it has obtained explicit and informted consent from theconcerned personnel or has other applicable legal grounds as
stipulated in the Personal Data Protection Act 2010 (“PDPA”)
regarding collection and provision of the personal information to theSeller. In accordance with these legal grounds and the Contract, theSeller is entitled to collect, store, use, process, disclose, provide andtransfer the Purchaser’s Personal Information within and/or outsideof Malaysia for the purposes of performance of the contract andmanagement of business partners. Such Purchaser’s Personal
Information can be legitimately processed by the Seller in thefollowing periods of time: the term of the contract, when legal claims
are asserted on the basis of the contract, in the duration of statutory
retention periods of the Purchaser’s Personal Information, and whenlegal proceedings are pending in which the Purchaser’s Personal
Information are (may be) requested. The purchaser agrees that the
Seller may reserve the right to use the Purchaser’s Personal
Information for business development or negotiation purposes withthe purchaser or its affiliated companies three (3) years after thecontract expires or is terminated. If any concerned person raises any
requests for the processing of his/her personal information which
may affect the processing of the Purchaser’s Personal Information

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by the Seller, the purchaser shall notify the Seller immediately. The
purchaser and the Seller shall cooperate to the reasonable extent to
respond to the requests. The Seller reserves the right to verify
compliance with the data protection compliance requirements by thepurchaser mentioned in these Sections 12.1 and 12.3 (personal
information protection compliance audit right). The Seller may
exercise the audit right through its own employees, or through a third
party engaged by the Seller (e.g. a lawyer or auditor).
12.2 The purchaser warrants that it shall comply with all applicablelaws governing the protection of personal information, including the
PDPA and its implementing rules, when performing the contract.
This warrant shall apply to the purchaser’s processing of all personal
information obtained by the purchaser from the Seller duringnegotiation and performance of the contract.
12.3 The purchaser further warrants that, for the personal
information obtained from the Seller, it shall (i) take all reasonable
and necessary measures to protect it, including taking appropriatetechnical and organizational measures and having corresponding
security procedures to prevent unauthorized access, disclosure,destruction, loss or alteration; (ii) process it solely for the purpose ofnegotiating or performing the contract, unless it has duly secured
lawful basis for other purposes; (iii) ensure its personnel or other third
party receiving such personal information on a need-to-know basis
and ensure they are able to maintain confidentiality and security ofthe personal information at the same or higher level as the purchaser;(iv) promptly notify the Seller if there is any information security
incident or if there is such a threat, and take remedial measures inaccordance with applicable laws or as directed by the Seller; and (v)promptly return, delete or anonymize all personal information inaccordance with the instruction of the Seller, where the contract is
not effective, invalid, revoked, terminated or expires.
Section 13 - Applicable law, place of jurisdiction
13.1 The substantive law of Malaysia shall apply to all legal
relationships between the Seller and the purchaser without applying
conflicting legal regulations and the regulations of the United Nations
Convention dated 11 April 1980 on the international sale of goods(CISG).
13.2 Any dispute, controversy or claim arising out of or in relation to
the contractual relationship between the Seller and the purchaser,
including the validity, invalidity, breach, or termination thereof, shallbe referred to and finally resolved by arbitration in accordance with
the Arbitration Rules in Malaysia at the Kuala Lumpur Regional
Centre for Arbitration (KLRCA) for the time being in force, which rules
are deemed to be incorporated by reference in this clause.The venue
for the arbitration shall be Kuala Kumpur. The tribunal shall consistof three arbitrators and the language of the arbitration shall be
English.
Section 14 - Final provisions
14.1 Unless otherwise specified in the acknowledgement of order,
the place of performance for the parties’ mutual obligations from thecontractual relationship shall be the place of the Seller’s registeredoffices. This shall also apply if clauses customary in the trade havebeen agreed.
14.2. Should individual parts of these General Terms of Sale beinvalid, this shall not affect the validity of the remaining parts.
14.3 Declarations serving to establish, safeguard or exercise rights
shall not be valid unless given in writing. Written form shall also
include declarations sent in textform by data transfer (e.g. e-mail),electronic signature via signature programs such as DocuSign,
Adobe Sign, Esign or fax, unless the written form is mandatory
according to applicable law.
14.4 The purchaser shall not assign his contractual rights to a third
party without the written consent of the Seller. The Seller may
transfer his contractual rights to third parties at any time, unless thethird parties are direct competitors of the purchaser. In the latter
case, the written consent of the purchaser is required.
14.5 If the Seller provides installation, commissioning, maintenance,
repair or similar services, the relevant special terms and conditionsof the Seller shall apply additionally and with precedence.

Voith General Terms of Sale | Malaysia | Version 07-2024

14.6 The purchaser shall not sell, export or re-export, directly or
indirectly, to the Russian Federation or for use in the RussianFederation any goods or technology sold, supplied, transferred orexported to the purchaser by the Seller that fall under the scope of
Article 12 g of Council Regulation (EU) No. 833/2014 as amended
from time to time (for the latest version of Council Regulation (EU)No. 833/2014 see https://eur-lex.europa.eu/oj/direct-access.html
and https://eur-lex.europa.eu/homepage.html?locale=en).
The purchaser shall undertake its reasonable efforts to ensure thatthe purpose of preceding sentence is not frustrated by any third
parties further down the commercial chain, including by possible
resellers, and shall set up and maintain an adequate monitoringmechanism to detect conduct by any third parties further down thecommercial chain, including by possible resellers, that would
frustrate the purpose of the preceding sentence.
The purchaser shall immediately inform the Seller about any
problems in applying the two preceding sentences including any
relevant activities by third parties that could frustrate the purpose of
the two preceding sentences.
The purchaser shall make available to the Seller information
concerning compliance with the obligations under this paragraphwithin two weeks of the simple request of such information.
Any violation of any of the four preceding sentences shall constitutea material breach of an essential obligation of the purchaser, and theSeller shall be entitled to seek appropriate remedies, including, but
not limited to (i) a termination of the contract and (ii) a penalty of 10% of the total value of the contract or price of the goods ortechnology exported, whichever is higher.
The obligations set forth in this Section (14.6) shall come in addition
to any other obligations which purchaser might have otherwise
under the contract. In case of any contradiction of the stipulations of
this Section (14.6) with any other obligation which purchaser might
have under the contract, the stipulations of this Section (14.6) shallprevail.

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