1.1 These Terms and Conditions (“Terms”) govern all sales, supply of services, software licenses, and any other products or services (“Products and Services”) provided by ACA Pacific (“ACA Pacific”) to the customer (“Customer”).
1.2 Any order placed by the Customer (“Order”) constitutes an offer to purchase the Products and Services in accordance with these Terms. A binding contract shall be formed only upon written or electronic acceptance by ACA Pacific.
1.3 Any terms or conditions proposed by the Customer (including in a purchase order) that are inconsistent with these Terms shall be void unless expressly agreed in writing by ACA Pacific.
1.4 In the event of any inconsistency between these Terms and (a) a specific regional policy or (b) a separate written agreement between ACA Pacific and the Customer, the order of precedence shall be:
a. The written agreement (if any);
b. The specific regional terms of ACA Pacific applicable in the country of transaction;
c. These Terms and Conditions.
2.1 All price quotations issued by ACA Pacific are non-binding unless expressly stated otherwise and remain valid for the period indicated therein (typically 30 days).
2.2 ACA Pacific reserves the right to correct pricing errors or adjust prices to reflect changes in costs, exchange rates, tariffs, taxes, duties, or other factors beyond its reasonable control.
2.3 Prices quoted exclude all taxes, duties, freight, insurance, packaging, and handling costs, unless expressly stated otherwise in writing.
3.1 ACA Pacific shall deliver the Products to the delivery location specified in the Order (“Delivery Location”).
3.2 Risk of loss or damage to the Products shall pass to the Customer upon delivery to the carrier at ACA Pacific’s premises or another designated point.
3.3 Title to the Products shall not pass to the Customer until ACA Pacific has received full payment for the Products and all other amounts due.
3.4 Delivery times are estimates only and shall not be of the essence unless expressly agreed in writing.
3.5 If the Customer fails to take delivery, ACA Pacific may store the Products at the Customer’s risk and expense and, after notice, may resell them.
3.6 ACA Pacific may deliver the Products in separate instalments, each of which shall be invoiced and paid for as a separate transaction. Delay or defect in one instalment shall not entitle the Customer to cancel the remainder.
4.1 Upon receipt, the Customer shall promptly inspect the Products for conformity in quantity and apparent condition.
4.2 Any discrepancies or visible damage must be notified to ACA Pacific within five (5) business days of receipt.
4.3 Signing the proof of delivery (POD) without remarks shall be deemed conclusive evidence that the Products were received in good order and condition.
4.4 Claims made after the stated period shall not be accepted.
5.1 ACA Pacific warrants that the Products shall conform to the agreed specifications and be free from material defects in workmanship and materials at the time of delivery.
5.2 In the case of software, ACA Pacific’s responsibility is limited to facilitating correction or replacement from the vendor, provided the Customer reports the defect within the applicable warranty period (e.g., 90 days).
5.3 ACA Pacific may, at its discretion, repair, replace, or credit the purchase price of any Product proven defective upon return in accordance with ACA Pacific’s return procedures.
5.4 The warranty does not cover defects resulting from:
a. Improper or unauthorised use;
b. Modification or repair without prior consent;
c. Negligence, normal wear and tear, or abnormal environmental conditions;
d. Compliance with governmental requirements or regulatory changes.
5.5 All other warranties, whether express or implied (including implied warranties of merchantability or fitness for a particular purpose), are excluded to the fullest extent permitted by applicable law.
6.1 ACA Pacific shall issue invoices upon shipment or as otherwise specified in the Order or service agreement.
6.2 Payment shall be made in the agreed currency and method within thirty (30) days from the invoice date, unless otherwise agreed in writing.
6.3 Late payments shall accrue interest at the rate specified in the agreement or, if unspecified, at the maximum rate permitted by applicable law.
6.4 All payments shall be made in full without any set-off, deduction, or counterclaim, except as required by applicable tax laws.
6.5 ACA Pacific reserves the right to adjust or withdraw any credit facility granted to the Customer at any time upon changes in the Customer’s financial condition.
7.1 The Customer shall ensure that all Order information and specifications are complete and accurate.
7.2 The Customer shall cooperate with ACA Pacific and provide access, information, and facilities reasonably required for the performance of the contract.
7.3 The Customer shall comply with all applicable laws and regulations relating to the use, import, and export of the Products and Services.
7.4 The Customer shall not use the Products or Services for unlawful purposes or in violation of third-party license agreements.
7.5 In the event of Customer default, ACA Pacific may suspend performance, claim damages, or terminate the agreement until such default is remedied.
8.1 Products may only be returned with ACA Pacific’s prior written authorization.
8.2 Return requests must be submitted within the time period stated in the authorization (typically 14 days).
8.3 Non-defective Products must be returned unopened, in resalable condition, and securely packaged.
8.4 Defective Products must be returned in accordance with warranty procedures.
8.5 ACA Pacific reserves the right to refuse unauthorized returns or charge a restocking fee.
9.1 All intellectual property rights (“IPR”) in the Products, Services, and related materials remain the property of ACA Pacific, its affiliates, vendors, or the original owners.
9.2 The Customer shall comply with all third-party license terms and shall indemnify ACA Pacific from any breach thereof.
9.3 The Customer is granted a limited, non-exclusive, non-transferable license to use software or materials solely in accordance with the applicable license terms.
10.1 ACA Pacific shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, pandemic, government action, or transportation failures.
10.2 If such event continues for an extended period, either party may terminate the agreement without liability.
11.1 Each party agrees to treat all non-public, proprietary, or confidential information disclosed by the other party (“Confidential Information”) as strictly confidential.
11.2 Confidential Information shall not be disclosed to third parties except as required to perform the contract or as mandated by law.
11.3 This obligation shall survive termination of the contract for a period of one (1) year.
12.1 These Terms shall be governed by and construed in accordance with the laws in force in the respective regional jurisdiction in which ACA Pacific conducts the transaction (for example, the laws of Singapore, Malaysia, Indonesia, Australia, or other applicable region).
12.2 Any dispute arising under or in connection with these Terms shall first be resolved amicably through negotiation.
12.3 Failing amicable resolution, the dispute shall be submitted to the competent courts or arbitral body having jurisdiction under the applicable regional laws.
12.4 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.1 ACA Pacific shall not be liable for any indirect, consequential, incidental, or special damages, including loss of profits, data, or reputation, except where caused by ACA Pacific’s gross negligence or willful misconduct.
13.2 ACA Pacific’s total aggregate liability for any claim shall not exceed the amount paid by the Customer for the Products or Services giving rise to the claim.
13.3 These exclusions and limitations shall apply to the fullest extent permitted by applicable law.
14.1 Waiver: Failure of either party to enforce any provision shall not constitute a waiver of any rights under these Terms.
14.2 Assignment: The Customer shall not assign or transfer any rights or obligations without ACA Pacific’s prior written consent. ACA Pacific may assign or transfer its rights to affiliates or successors.
14.3 Entire Agreement: These Terms, together with any written agreement between the parties, constitute the entire understanding between the parties.
14.4 Amendments: No modification or amendment shall be valid unless made in writing and signed by both parties.
14.5 Independent Contractors: The parties are independent contractors; nothing herein shall create any agency, partnership, or employment relationship.
14.6 Severability: If any provision is found invalid or unenforceable, such provision shall be limited to the extent necessary to make it valid, and the remainder shall remain effective.