Terms & Conditions

1.1 These Terms & Conditions apply to all quotations, proposals, commercial offers, scopes of work, site services, consultancy services, acoustic assessment, noise measurement, system measurement, system commissioning, supply, installation, fabrication, configuration, rental, event support, reports, drawings, designs, and related deliverables issued or performed by Gelombang Audio.

1.2 By accepting these terms and conditions, issuing a Purchase Order, making payment, giving written instruction, allowing site access, or requesting Gelombang Audio to proceed, the Client agrees to these Terms & Conditions.

1.3 Electronic acceptance by email, digital signature, PDF confirmation, WhatsApp, supplier portal confirmation, or other electronic communication may be treated as a valid written acceptance. Malaysian law recognises that contract communications and acceptances may be expressed by electronic message.

1.4 These Terms & Conditions shall form part of the contract between Gelombang Audio and the Client.

2.1 Unless expressly agreed otherwise in writing by Gelombang Audio, the following order of precedence shall apply:

• signed special commercial terms or a written agreement accepted by Gelombang Audio;
• Gelombang Audio’s quotation or proposal;
• Gelombang Audio’s invoice
• These Terms & Conditions;
• Client’s Purchase Order, strictly for administrative reference only

2.2 Any Client Purchase Order, buyer standard terms, procurement policy, supplier portal condition, internal finance term, payment cycle, set-off right, acceptance condition, or other buyer-side document that conflicts with Gelombang Audio’s quotation, invoice, or Terms & Conditions is expressly rejected unless Gelombang Audio accepts it in writing.

2.3 Acceptance of a Client Purchase Order by Gelombang Audio shall not mean acceptance of the Client’s standard terms where such terms conflict with Gelombang Audio’s payment terms, commencement terms, intellectual property terms, delivery terms, warranty terms, limitation of liability, or suspension rights.

3.1 Gelombang Audio shall provide only the goods, services, reports, designs, measurements, installation works, commissioning works, or deliverables expressly stated in the quotation.

3.2 Any item not expressly stated in the quotations shall be treated as excluded.

3.3 Any additional work, site revisit, additional measurement point, additional report, additional drawing, redesign, remeasurement, night work, weekend work, standby time, urgent request,client-requested revision, authority submission, or additional meeting outside the agreed scope shall be treated as variation work and may be separately charged.

3.4 Variation work shall only proceed upon written confirmation and, where required by Gelombang Audio, upfront payment.

4.1 Gelombang Audio is not an inventory-type supplier, credit provider, or project-financing entity. Gelombang Audio provides project-specific technical work, custom product sourcing, system configuration, acoustic/audio assessment, design, reporting, installation, commissioning, and specialist manpower allocation. Unless otherwise approved in writing by Gelombang Audio, the applicable payment term shall be 100% upfront payment before commencement.

4.2 Where staged payment is approved by Gelombang Audio, the minimum payment term shall be:

• 70% upfront payment upon quotation acceptance/project confirmation; and
• 30% balance payment before final report release, delivery, installation completion, commissioning, handover, UAT, or final submission.

4.3 For consultancy, acoustic assessment, noise measurement, technical reporting, design, system measurement, troubleshooting, system tuning, or any service where the main deliverable is knowledge, data, report, design, settings, or recommendation, Gelombang Audio reserves the right to require 100% upfront payment.

4.4 For supply, installation, acoustic treatment, fabrication, imported items, special-order goods, custom panels, project-specific materials, or third-party/subcontractor work, Gelombang Audio may require full material cost, mobilisation cost, and committed cost upfront.

4.5 The Client agrees that Gelombang Audio is not required to finance the Client’s project, procurement, internal approval cycle, payment process, or corporate payment terms.

4.6 The Client’s internal payment term, including but not limited to 30 days, 45 days, 60 days, 90 days, payment after delivery, payment after report submission, payment after handover, or payment after internal approval, shall not apply unless expressly accepted by Gelombang Audio in writing.

5.1 No work shall commence until the required payment has been received in cleared funds.

5.2 Gelombang Audio may withhold or suspend any of the following until payment is received:

• site visit;
• manpower allocation;
• procurement;
• material order;
• mobilisation;
• measurement work;
• design work;
• drawing release;
• report preparation;
• report release;
• raw data release;
• installation;
• commissioning;
• DSP setting release;
• handover;
• warranty registration assistance.

5.3 Any delay caused by late payment shall not be treated as a delay by Gelombang Audio.

6.1 Gelombang Audio may issue invoices for upfront payment, deposit, confirmation payment, material payment, mobilisation payment, progress payment, balance payment, or final payment before delivery or service execution.

6.2 The Client shall not reject Gelombang Audio’s invoice on the basis that the Client’s internal policy requires invoice issuance after delivery, unless Gelombang Audio has expressly agreed to that condition in writing.

6.3 The Client shall confirm all required invoice information, Purchase Order reference, billing address, tax details, e-Invoice details, supplier portal requirements, supporting document requirements, and submission method before requesting invoice issuance.

6.4 If the Client fails to provide correct billing or submission requirements, any payment delay shall be deemed caused by the Client.

6.5 Rejected invoices due to Client-side portal, PO, billing, or administrative requirements shall not change the original payment due date unless Gelombang Audio’s material error caused the rejection.

7.1 A Client Purchase Order shall be accepted by Gelombang Audio only as confirmation of the order amount, billing party, PO reference, and administrative processing.

7.2 A Client Purchase Order shall not override Gelombang Audio’s quotation, invoice, or Terms & Conditions.

7.3 If the Client’s Purchase Order contains payment after delivery, 60-day payment, 90-day payment, penalty, audit, refund, warranty, termination, indemnity, or any other term that conflicts with Gelombang Audio’s quotation or Terms & Conditions, Gelombang Audio’s acceptance of the PO shall be conditional only, and such conflicting terms shall not apply unless expressly accepted in writing by Gelombang Audio.

7.4 Gelombang Audio reserves the right to reject, suspend, or withdraw from any project where the Client insists on payment terms or PO terms that are inconsistent with Gelombang Audio’s quotation.

8.1 Any deposit, upfront payment, confirmation payment, mobilisation payment, design fee, assessment fee, measurement fee, procurement payment, or advance payment shall be non-refundable once Gelombang Audio has commenced planning, manpower allocation, scheduling, procurement, site preparation, supplier engagement, documentation, design, measurement, or any project-related activity.

8.2 If the Client cancels, postpones, delays, or changes the project after acceptance, Gelombang Audio may deduct all costs incurred, committed costs, administrative costs, supplier costs, manpower costs, design time, project management time, and opportunity costs.

9.1 Our quotation is valid for fourteen (14)days from the date of issuance unless stated otherwise.

9.2 After the validity period, Gelombang Audio reserves the right to revise the quotation.

9.3 Prices are quoted in Ringgit Malaysia unless stated otherwise.

9.4 Prices for imported goods, special-order goods, acoustic materials, equipment, freight, logistics, or third-party services may be adjusted due to currency fluctuation, supplier price change, import duty, shipping cost, customs, tax, or stock availability.

9.5 Any discount given is conditional upon acceptance within the quotation validity period and compliance with the payment terms.

10.1 Project timeline shall only begin after receipt of required payment, confirmation of scope, confirmation of site access, and Client readiness.

10.2 Delivery, measurement, installation, commissioning, reporting, or completion dates are estimates unless expressly stated as fixed dates in writing by Gelombang Audio.

10.3 Any Client-caused delay, late payment, site access issue, permit issue, safety induction delay, shutdown restriction, stock delay, supplier delay, force majeure, or late approval shall entitle Gelombang Audio to revise the timeline without penalty.

10.4 Time shall not be of the essence unless expressly agreed in writing by Gelombang Audio.

11.1 The Client shall ensure:

• safe and unrestricted site access;
• required permits and inductions are arranged;
• work area is ready;
• accurate information is provided;
• relevant drawings, plans, photos, or site information are shared;
• power supply, access equipment, and required support are available where applicable;
• Client representative is available for coordination;
• Third-party contractors do not obstruct Gelombang Audio’s work.

11.2 Gelombang Audio shall not be responsible for delay, additional cost, or outcome limitation caused by inaccurate information, incomplete access, unsafe site conditions, or Client-side delay.

12.1 Deliverables shall be limited to those expressly stated in Gelombang Audio's quotation.

12.2 Deliverables may include goods, services, measurement data, reports, drawings, designs, recommendations, installation works, commissioning, or handover documents, depending on the agreed scope.

12.3 Deliverables shall be deemed accepted if the Client does not provide a written rejection with specific technical reasons within three (3) business days from delivery, submission, completion, or handover.

12.4 General comments such as “under review”, “pending management”, “pending finance”, “pending meeting”, “waiting committee”, or “not yet signed” or similar to the same meaning as such mentioned shall not constitute rejection of deliverables.

12.5 Minor comments, formatting requests, clarification requests, or additional explanation shall not entitle the Client to withhold payment.

13.1 All drawings, designs, reports, layouts, calculations, acoustic concepts, system concepts, technical recommendations, measurement data, plots, tuning files, DSP settings, configuration data, methodology, and related documents prepared by Gelombang Audio remain the intellectual property of Gelombang Audio until full payment is received.

13.2 Upon full payment, the Client is granted a limited right to use the final deliverables for the specific project and site stated in the quotation.

13.3 The Client shall not copy, modify, distribute, tender out, reproduce, implement through another contractor, or use Gelombang Audio’s design, report, drawing, recommendation, or technical document for another project without written permission.

13.4 Gelombang Audio may withhold editable files, raw files, working files, calculation files, internal templates, supplier breakdowns, design methods, and proprietary tools unless expressly included in the agreed scope.

14.1 Equipment and materials supplied by GelombangAudio are subject to the original manufacturer’s warranty.

14.2 Workmanship warranty, where applicable, shall be stated in the quotation. If not stated, the workmanship warranty shall be limited to six (6) months from completion.

14.3 Warranty shall only commence after full payment has been received.

14.4 Warranty shall not apply to:

• unpaid work or unpaid goods;
• misuse, abuse, negligence, or improper operation;
• unauthorised modification or tampering;
• third-party works;
• power issue, water ingress, heat, dust, corrosion, vibration, pest damage, fire, flood, or environmental conditions;
• Client-supplied goods or equipment;
• normal wear and tear;
• defects caused by others after handover.

15.1 Gelombang Audio shall not be liable for indirect loss, consequential loss, loss of profit, loss of production, loss of revenue, downtime, loss of business, management delay, finance delay, third-party delay, or loss arising from Client-side action or inaction.

15.2 Gelombang Audio’s total liability, if any, shall be limited to the amount paid by the Client for the specific affected scope.

15.3 Gelombang Audio shall not be liable for site conditions, existing defects, hidden defects, unsafe structure, electrical instability, acoustic limitations caused by architecture, or equipment limitations outside the agreed scope.

16.1 Each party shall keep confidential any sensitive information shared for the project.

16.2 The Client shall not disclose GelombangAudio’s pricing, design, report, methodology, supplier information, technical recommendation, or proprietary approach to third parties for price comparison, tendering, replication, or reverse engineering without written permission.

17.1 Gelombang Audio shall comply with applicable Malaysian laws and reasonable site safety requirements.

17.2 Gelombang Audio does not supply counterfeit, imitation, unauthorised, or misrepresented products.

17.3 Where the Client requires supplier due diligence, responsible sourcing, safety documentation, insurance documentation, or other compliance records, such requests must be made before quotation acceptance and may affect the price, timeline, or scope.

18.1 Gelombang Audio may suspend work immediately if payment is not received, the Client attempts to impose conflicting terms, site access is denied or delayed, the site is unsafe, the scope is changed without agreement, or the Client breaches these Terms & Conditions.

18.2 Gelombang Audio shall not be liable for delay, loss, or consequence arising from suspension caused by the Client.

18.3 If the Client cancels, postpones, reduces, or terminates the project after acceptance, the Client shall pay all costs incurred, committed costs, non-cancellable supplier costs, custom fabrication costs, manpower costs, administrative costs, project management costs, and any outstanding balance for work performed.

18.4 Any deposit, upfront payment, confirmation payment, mobilisation payment, design fee, assessment fee, measurement fee, procurement payment, or advance payment shall be non-refundable once Gelombang Audio has commenced planning, scheduling, procurement, supplier engagement, manpower allocation, documentation, design, site work, or any project-related activity.

19.1 Any dispute shall first be resolved through good-faith negotiation.

19.2 If unresolved, the dispute may be referred to mediation, arbitration, adjudication, where applicable, or the courts of Malaysia.

19.3 For construction-related supply, installation, fabrication, or professional services, Gelombang Audio reserves the right to pursue remedies under the Construction Industry Payment and Adjudication Act 2012 where applicable. AIAC identifies CIPAA as the statutory adjudication framework for construction payment disputes in Malaysia.

19.4 The laws of Malaysia shall govern these Terms & Conditions.

By signing Gelombang Audio's quotation, issuing a Purchase Order, making payment, providing written instruction, or allowing work to proceed, the Client confirms that it has read, understood, and accepted the scope, pricing, payment terms, and Terms & Conditions stated herein.