INNOVIX DISTRIBUTION SINGAPORE

TERMS AND CONDITIONS

PURCHASE ORDER TERMS AND CONDITIONS

  1. DEFINITIONS

In these purchase order terms and conditions, all references to “the Contract” are to the contract between Buyer and Supplier of which these conditions form part, all references to “Buyer” are Innovix Distribution Pte. Ltd., its subsidiaries or associates, and all references to “Supplier” are to the person, firm, company or corporation to whom the order for goods or services is given by Buyer and/or who supplies such goods or renders such services to Buyer and all references to “goods” and “services” are to the goods and/or services which are the subject of the Contract.

  1. GENERAL

Unless otherwise expressly agreed in writing all quotations and all offers to supply goods or services to Buyer are only accepted and all orders are only given by Buyer subject to these purchase order terms and conditions which apply to all purchases by Buyer of goods or services and override and exclude any other conflicting terms or conditions stipulated or incorporated or referred to, by supplier whether in a quotation, an acceptance of order, a delivery note, in any negotiations or otherwise. All orders hereafter given by Buyer shall be deemed to be given subject to these purchase order terms and conditions and the signing by Buyer of Supplier’s acknowledgement of order or other documentation shall not imply any modification or waiver of these purchase order terms and conditions. Buyer shall only be bound by orders given on its official Purchase Order form.

  1. CONFIRMATION OF ORDER

Supplier is required to confirm the Contract and advise expected shipping details within seven days of this order. Failure to confirm this order shall be grounds for buyer to cancel the Contract.

  1. DELIVERY AND ACCEPTANCE OF GOODS

(a) Unless otherwise expressly agreed in writing all goods shall be delivered at Supplier’s cost and expense to the destination specified in Buyer’s order or if no such destination is specified to such places as requested by Buyer from time to time

(b) Goods which are received from carriers and are unexamined by Buyer, shall not be accepted or deemed accepted by Buyer (notwithstanding any prior payment therefor) until Buyer shall have examined the goods and found them to satisfy all the relevant requirements therefor under the Contract.

(c) Goods shall remain in the sole risk of Supplier until they have been delivered as aforesaid.

(d) Goods shall become the property of Buyer upon the earlier of (i) payment by Buyer therefor or (ii) delivery thereof as aforesaid.

(e) Goods shall be delivered to Buyer or in accordance with its instructions on, or if so agreed by Buyer before the date confirmed by The specified date or period for delivery shall only be extended by mutual agreement in writing and in any event time of delivery of the goods shall be of the essence.

(f) Shipping marks specified in the contract shall be prominently displayed on the outside of all packaging.

(g) If goods are not delivered in accordance with, or do not conform to the requirements of the Contract, then without prejudice to any other available remedies Buyer shall be entitled to reject the goods (in which event property and risk therein shall remain with or revert to Supplier as the case may be); impose liquidated damages at the rate of one percent (1%) of the purchase price per week or part thereof up to a maximum of ten percent (10%) of the purchase price; and/or cancel the Contract or the delivery of any undelivered balance of the goods including further instalment of goods where delivery by instalments has been expressly agreed.

  1. QUALITY OF GOODS

Goods shall conform to the specification and description referred to in the Contract and to the sample (if any) approved by Buyer and shall in any event be of merchantable quality, free from defect in material or workmanship, and fit in all respects for such purposes as may be made known by Buyer to Supplier (in which case Buyer relies and shall be entitled to rely on Supplier’s skill and judgement).

  1. PACKAGING

(a) Goods shall be properly packed so as to reach their destination in good condition under normal conditions of transportation and shall be marked as specified by Buyer.

(b) Unless otherwise agreed in writing all packaging shall be free and non-returnable.

  1. PERFORMANCE OF SERVICES

(a) Supplier shall commence and complete the performance of services for Buyer within the times specified in Buyer’s order or if no such times are so specified within a reasonable time after receipt of the order by Supplier and time for the performance of services shall be of the essence.

(b) Supplier shall perform services so as to satisfy in all respects the requirements of Buyer’s order and shall in any event carry out services in a proper workmanlike and safe manner using reasonable care and skill and suitable equipment methods and materials which shall be of merchantable quality and fit for the purposes for which they are used.

(c) Services shall be performed and any product thereof shall remain at the sole risk of Supplier until such services have been completed in accordance with the terms of the Contract and approved and accepted by Buyer provided that unless otherwise specified in Buyer’s order risk shall be deemed to have passed to Buyer if Buyer has not notified Supplier of such approval and acceptance (or of rejection) within one month after the completion of the services.

(d) Where the services to be performed by Supplier include the construction, erection or installation of anything on Buyer’s premises or other works or services involving the transfer of property in anything to Buyer property therein shall pass to Buyer upon the earliest of (i) such thing becoming part of Buyer’s premises (ii) payment by Buyer therefor or (iii) approval and acceptance thereof by Buyer as aforesaid.

(e) Supplier shall observe and shall ensure that its employees and other persons under its control including any subcontractors observe and comply with all Buyer’s safety and other regulations whilst on Buyer’s premises.

(f) If services are not performed in accordance with the requirements of the Contract then without prejudice to any other available remedies Buyer shall be entitled to reject any product of such services in which event property and risk therein shall remain with or revert to Supplier (as the case may be) and to cancel the Contract.

(g) Supplier shall only be entitled to invoice Buyer the price payable for services, when the services are signed off as completed by Buyer, provided that no payment shall be considered as evidence of the quality of any services to which such payment relates. Payments made by Buyer hereinunder shall not prejudice Buyer’s right to reject deficient services or Supplier’s responsibility to rectify deficient services.

  1. INDEMNITY AND INSURANCE

(a) Supplier shall be responsible for and shall indemnify Buyer against all claims, demands, actions, losses, liabilities, damages, costs and expenses of whatsoever nature in respect of injury to or death of any person whatsoever or in respect of loss of or injury or damage to any property whatsoever or in respect of other loss injury or damage howsoever caused and wheresoever arising which may at any time occur as a result, whether directly or indirectly, of goods or services not being supplied in accordance with the Contract and these conditions or of any act or omission whatsoever of Supplier, its servants, agents, subcontractors or persons under its control.

(b) Supplier shall at all times effect and maintain suitable and sufficient insurance cover against all those risks specified in paragraph 8(a) above and shall provide evidence of such insurance cover to Buyer upon request.

  1. PRICE AND PAYMENT

 (a) Unless otherwise expressly agreed in writing the price specified in Buyer’s order for the supply of the goods or services shall be a fixed price inclusive of all applicable duties levies and taxes in force at the time of the making of the Contract (any subsequent change in such duties levies or taxes beyond Supplier’s control shall result in a corresponding adjustment to the price) and (in the case of the supply of goods) inclusive of the costs of and incidental to delivery in accordance with paragraph 4(a) above.

(b) Buyer shall be entitled to deduct any monies due from Supplier to Buyer from any monies due from Buyer to Supplier whether under the Contract or otherwise.

(c) Buyer shall be entitled to withhold any payment for defective goods on arrival, delay in delivery and any amount in dispute.

  1. PATENTS AND OTHER RIGHTS

(a)Supplier shall not supply goods or services to Buyer the use, sale or other enjoyment of which shall infringe any patent, trademark, design or other industrial property rights provided that Supplier shall not be responsible for any such infringement arising solely as a result of Supplier utilising Buyer’s designs, processes or equipment in connection with the supply of goods or services.

(b) All Buyer’s designs, processes, equipment and knowhow made available by Buyer to Supplier in connection with the performance of the Contract shall at all times remain the property of Buyer, shall only be used by Supplier for the purposes of the Contract and shall be kept confidential by Supplier to the extent not then publicly available.

  1. LIENS

 All liens or rights of lien of Supplier and/or its subcontractors in respect of any goods or services supplied shall be released and waived or deemed released and waived as soon as property in such goods or the product of such services has passed to Buyer.

  1. FORCE MAJEURE

If Buyer’s business or any relevant part thereof is suspended, interrupted or restricted as a result of any strike, lockout, industrial dispute, war, riot, civil disorder, fire, explosion, flood, epidemics, accident, plant breakdown, intervention of government or other authority or any other cause beyond Buyer’s reasonable control Buyer shall be entitled to postpone, reduce or cancel the delivery of goods and the performance of service during any such period of suspension, interruption or restriction provided always that either Buyer or Supplier shall be entitled by giving notice in writing to the other to terminate the Contract in the event that such period of suspension, interruption or restriction continues for six (6) weeks or more provided such termination shall be without prejudice to any accrued rights of either party.

 BANKRUPTCY AND LIQUIDATION

If Supplier shall become insolvent or bankrupt or commit any act of bankruptcy or shall go or be put into liquidation, receivership or judicial management or shall enter or propose to enter into any arrangement or composition with creditors or if a receiver or judicial manager shall be appointed of Supplier’s assets or undertaking or any part thereof or if any distress or execution shall be levied thereover, Buyer may (without prejudice to any other rights which it may have) terminate the Contract and/or refuse to accept further deliveries of goods or performance of services.

  1. ANTI-BRIBERY AND CORRUPTION

(a) The Supplier represents, warrants and agrees that the Supplier and all of its Personnel:

  • are in compliance and will remain in compliance with all applicable anti- bribery Laws including but not limited to the Prevention of Corruption Act (Cap. 241) and the Penal Code (Cap. 224) of the Republic of Singapore, UK Bribery Act 2010, U.S. Foreign Corrupt Practices Act and Australian Criminal Code Act 1995 (collectively, “Anti- Bribery Laws”); and
  • prior to entering into this Contract has not, and shall not during the term of this Contract, give or offer to give or authorize to give to any person, or request or accept or authorize the request or acceptance of, directly or indirectly, any gratification, including any gift or consideration of any kind, facilitation payments, or anything of value (including without limitation to cash, cash equivalents like gifts, services, employment offers, loans, travel and entertainment, charitable donations, sponsorships, business opportunities, favourable contracts or giving anything even if nominal in value) as an inducement or reward for doing or not doing, or for having done or not done any action, or for receiving an improper or unfair advantage in relation to this Contract.

(b) The Supplier shall immediately give written notice to the Customer upon a breach, or suspected breach, of any of its obligations under Clause 14(a).

For the purposes of this Clause, “Personnel” means the Supplier’s employees, vendors, subcontractors, contractors, advisers, representatives, agents and any other third parties with whom the Supplier transacts.

 ASSIGNMENT AND SUBCONTRACTING

(a) Rights and obligations under the Contract may not be assigned, subcontracted or otherwise transferred by Supplier without the prior consent in writing of Buyer.

(b) In the event that Buyer consents to any such assignment, subcontracting or transfer as aforesaid Supplier shall remain responsible to Buyer for the due and proper performance of the contract by Supplier’s assignee, subcontractor or transferee.

  1. PROPER LAW

 The Contract and these conditions of purchase shall be governed by and interpreted in accordance with the laws of Singapore and Supplier hereby submits to the non-exclusive jurisdiction of the Singapore Courts.

GENERAL TERMS AND CONDITIONS OF SALE

1. These terms and conditions apply to all goods (“Goods”) sold by Seller to Buyer and shall govern the relevant sales contract to the exclusion of all other terms and conditions not stated herein unless Seller expressly agrees to them in writing. No conduct by Seller shall be deemed to constitute acceptance of any terms and conditions, whether oral or otherwise put forward by Buyer.

2. All sales quotations will automatically expire 30 calendar days from the date issued unless otherwise agreed and may be terminated by Seller within such period by written notice to Buyer.

3. Prices quoted are exclusive of any direct and/or indirect taxes that may be imposed by the relevant authorities from time to time, which includes but is not limited to any goods and services tax (GST) or similar taxes applicable to or imposed upon such supply of goods/services.

4. All orders made by Buyer to Seller shall be in writing and shall require a formal acceptance by Seller in writing and such order and concurring order acceptance shall represent the formal and binding contract between Seller and Buyer in accordance with the terms and conditions appearing herein (“Contract”).

5. The description and specification of the Goods shall, subject as provided in the Contract, be specified in the order from Buyer and concurring order acceptance of Seller.

6. The price of the Goods is set out in the Contract (“Purchase Price”). All other prices of Goods published by Seller are intended to be for general information only and are subject to change without prior notice.

7. Buyer shall not be entitled to deduct, set-off or to withhold payment of any part or all of Purchase Price for any reason whatsoever.

8. Unless otherwise agreed in writing, payment of Purchase Price shall be made by an initial non-refundable deposit of 30% before the delivery of the Goods. Such deposit shall become immediately due upon presentation of invoice by Seller. The balance shall be due and payable forthwith without further demand by Seller upon delivery of the Goods.

9. Seller is not obliged to perform any of its obligations set out in the Contract until Buyer has paid the initial deposit as stipulated.

10. If Buyer fails to pay the Purchase Price in full by the date when it has become due (“Due Date”), then without prejudice to any other right or remedy available to Seller, Buyer shall pay interest on the total overdue amount at the rate of 1.5% per month. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the total overdue amount, whether before or after judgment.

11. Should Buyer default in paying any sum due under the Contract as and when such sum becomes due, Seller shall have the right either to (i) suspend further deliveries and/or cease any services on site until the default is made good or (ii) immediately cancel the Contract in respect of any balance of Goods then due for delivery and/or installation then due for completion.

12. The Goods may be delivered in one or more installments at different times or dates. Any time or date for delivery of any one or all installments of the Goods provided by Seller is given in good faith but is an estimate only. Late or non-delivery of any one or more of the installments shall not entitle Buyer to treat the Contract as repudiated and shall not affect Buyer’s obligation to receive and pay for the delivered installments. Seller shall not be liable for any losses or damages, whether directly or indirectly, arising out of any delay in delivery or non-delivery of the Goods however caused.

13. Unless otherwise agreed, if Buyer refuses or fails to take delivery of the Goods (otherwise than by reason of Seller’s default) after 30 days of the expected delivery date, Buyer shall be deemed to have repudiated the Contract and without prejudice to any other right or remedy available to Seller, Seller may: (i) accept the repudiation by Buyer and terminate the Contract with immediate effect and retain the Purchase Price or deposit paid by Buyer as liquidated damages; (ii) recover damages from Buyer for any and all losses suffered as a result of Buyer’s breach or repudiation; (iii) sell the Goods at the best price readily obtainable and charge Buyer for any shortfall below the Purchase Price; or (iv) arrange for the storage of the Goods at Buyer’s risk and cost and Buyer shall reimburse Seller for all expenses incurred in connection with that storage until actual delivery, including insurance.

14. Buyer shall be deemed to have accepted the Goods unless within 7 days from the date of delivery or completion of normal installation procedures (if Seller is obliged to install the Goods under the Contract), it gives Seller notice in writing of any defect in the quality or condition of the Goods or of their failure to correspond with any specification or description.

15. Title to the Goods shall remain with Seller until Seller receives full payment of Purchase Price after which the title to the Goods shall then vest in Buyer. If before title to the Goods passes to Buyer, Buyer becomes subject to any of the events in Clause 21 (a) to (h) then, without limiting any other right or remedy Seller may have, Seller may at any time require Buyer to deliver up such Goods and, if Buyer fails to do so promptly, enter any premises of Buyer or of any third party where the relevant Goods are stored or located in order to recover them. Seller shall further have the right to recover from Buyer the balance of the Purchase Price of the Goods and other sums payable under the Contract after giving credit to the net proceeds of sale of any Goods so repossessed and taking into account any damages caused to the repossessed Goods and any depreciation in value of such Goods. Notwithstanding the aforesaid, the Buyer shall assume the risks of the Goods upon delivery.

16. Buyer shall not acquire any right or title to trademarks, design, copyright, patents or any other intellectual property rights in the Goods. These rights shall remain with the manufacturers of the Goods concerned. Goods, which are software products, are sold subject to the terms and conditions of their respective manufacturer’s license agreement.

17. Seller will and subject to the manufacturers’ terms and conditions, pass through to Buyer the manufacturer’s warranty where applicable. Such warranty shall not apply to Goods which serial numbers have been altered or removed, nor to Goods which are damaged due to abuse, neglect, operation under abnormal environmental conditions or repair other than as authorized by Seller.

18. Unless otherwise provided in the Contract, Seller makes no other warranties, whether express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, and all such warranties are expressly excluded to the extent permitted by law.

19. To the extent permitted by law, Seller’s total liability to Buyer arising under or in connection with the Contract, whether arising in contract or in tort (including negligence), shall be limited to S$1500 or the Purchase Price under the Contract, whichever is lower.

20. Subject to the cap stated in Clause 19, Seller shall not be liable for any losses, damages, costs and expenses directly or indirectly suffered by Buyer (including but without limitation to, loss of profits, loss of savings, loss of goodwill, loss of revenue or loss of contracts incurred by Buyer, whether anticipated or actual, or any special indirect or consequential damages of any nature whatsoever) or any action, claims and proceedings taken against Buyer by any third party or parties in connection with, incidental to and consequential upon the purchase, operation and use of the Goods, including but without limitation to, any losses and damages resulting from the interruption or failure in the operation of the Goods.

21. Seller shall be entitled to terminate the Contract with immediate effect by giving written notice to Buyer if:

  • Buyer fails to pay any sum under the Contract on its Due Date and remains in default after 14 days of a notice in writing to Buyer to make such payment; or
  • Buyer suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, insolvent or unable to pay its debts as they fall due for payment or admits inability to pay its debts; or
  • Buyer enters into any composition or arrangement with its creditors; or
  • an order is made or resolution is passed, or any analogous proceedings are taken for the winding-up, administration or dissolution (other than for the purposes of a solvent amalgamation or reconstruction) of Buyer; or
  • any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over or in respect of Buyer or any part of its business or assets; or
  • any distress or execution is levied upon any of Buyer’s property; or
  • any Force Majeure Event prevents Seller from performing its obligations under this Contract for any continuous period of 90 days; or
  • Buyer is in breach of a Contract and fails to remedy the breach within 14 days after being notified in writing by Seller of such breach.

22. Upon termination pursuant to Clause 21 above, Seller shall have the right to (i) suspend further deliveries, (ii) cease any services on site and/or (iii) retain any deposit paid by Buyer regarding the Goods.

23. Termination of the Contract shall not prejudice any of the parties’ right and remedy which have accrued as at termination.

24. Buyer shall indemnify and hold Seller harmless against all damages, penalties, costs and expenses to which Seller may become liable as result of (i) any failure or breach by Buyer of its obligations under the Contract; and (ii) negligence, default or misuse of the Goods by or on the part of Buyer. This indemnity shall extend to all losses or expenses incurred by Seller and shall survive completion or termination of the Contract.

25. If Buyer fails to pay pursuant to the Contract, Seller shall be entitled to (i) a lien on Goods which have been paid by Buyer but not yet delivered; (ii) a right to sell such Goods on such terms as Seller sees fit; and (iii) retain from the proceeds of sale sufficient to pay all monies due from Buyer to Seller (including any costs incurred in putting the Goods into a saleable state and the expenses of the sale), for the unpaid Purchase Price of any Goods sold or delivered to Buyer under the same or any other contract entered into between the Seller and Buyer.

26. Buyer shall not assign or transfer any rights or benefits pursuant to the Contract without Seller’s prior written consent.

27. Any Contract entered into based on a special pricing quote is sold only for the purpose of such special projects or deals based on which the special price had been quoted and is subject to the related supplier’s special terms and conditions. Upon Seller’s request, Buyer shall immediately provide its related customer’s or end user’s supporting documents, including but not limited to purchase order from its customer, acknowledged delivery note by its customer or end user relating to the said Goods. Seller reserves the right to recover from Buyer any discounted sum and Buyer shall indemnify Seller against any losses and damages suffered by Seller or claims from any third party as a result of Buyer’s breach of any such provisions and supplier’s special terms and conditions.

28. Unless expressly exempted by Seller in writing, Buyer (i) undertakes not to, (ii) shall ensure that persons under its control shall not, and (iii) shall use all reasonable endeavours to ensure that any persons Buyer resells the Goods shall not, directly or indirectly export the Goods from a country where this Contract is made and to be performed (“the Country”), resell the Goods in any other country and/or resell the Goods to a customer where the effect of such sale would result in the Goods being located or sold to a location outside the Country. If Buyer is an end user who had purchased the Goods for its own use, Buyer undertakes to use the Goods in Country and/or any other territory agreed in writing by Seller.

29. Certain Goods under the Contract may be classified as a “controlled goods” under the laws of the government of the country of origin of the Goods (“Government”). Goods so classified may not, at any time, be sold, leased, exchanged, loaned, given, transferred or shipped by any means to certain countries without the prior approval of the Government. Sale of such Goods is subject to these restrictions. Failure by any party to comply with these restrictions may result in severe penalties imposed on that party and Clause 24 shall apply. If the Goods are commodities, technology or software exported from the United States, they may be subject to the United States export controls, including the Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774. Buyer shall comply strictly with all requirements of the United States export control laws and regulations with respect to such Goods.

30. Neither party to the Contract shall be under any liability to the other for any failure to carry out, or delay in carrying out, any of its obligations under the Contract due to Force Majeure provided that the relevant party promptly gives the other party notice of the occurrence of Force Majeure. In the Contract, “Force Majeure” means circumstances beyond the reasonable control of a party which is not the result of an intentional or negligent act or omission of the party, which circumstances include but without limitation to acts of God and any natural disaster, acts of war, civil commotions, sabotage, theft, acts or omissions of any local, state, national or governmental authority and strikes or other industrial actions or trade disputes of whatever nature.

31.The Contract constitutes the entire agreement of the parties and supersedes any previous contracts, arrangements, understandings and negotiations between them relating to the subject matter of the Contract. No additional terms communicated by Buyer at any time shall apply unless Seller expressly agrees in writing; in particular, nothing contained in any purchase order or agreement submitted by Buyer shall in any way modify or add any terms or conditions appearing herein.

32. Buyer agrees that all information and documentation provided to Seller pursuant to the Contract may be used by Seller or Seller’s authorized agents for the purpose of implementation and enforcement of the Contract; made available to appropriate persons in Seller’s parent and affiliated companies (local and overseas); supplied to any agent, contractor or third party who provides administrative or other services to Seller or Seller’s affiliated companies (local or overseas) and who has a duty of confidentiality to Seller; and disclosed to any government departments or other regulatory authorities in Singapore or elsewhere.

33. Buyer hereby consents to Seller’s processing, retaining and disclosure of Buyer’s or its representatives’ personal data (as defined in the Personal Data Protection Act 2010 or Personal Data Protection Act 2012, as the case maybe) for the performance of this Contract, marketing similar or other goods or services to Buyer or any other lawful purpose. Each party shall comply with all provisions applicable to that party under the Personal Data Protection Act 2010 or Personal Data Protection Act 2012, as the case maybe and any similar legislation or regulations in any other jurisdiction in which its obligations are performed to the extent that it relates to the Contract. Each party shall indemnify the other against all losses that the other party may incur arising out of any breach of the Clause.

34. Buyer warrants that it has not made or ordered any payment, taken any action, or directed any person to make any payment or take any action, and/or that it will not make or order any payment, take any action, or direct any person to make payment or take any action, that violates or could violate the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, Singapore’s Prevention of Corruption Act or any applicable laws, statutes, directives and/or regulations or any other jurisdiction that prohibits bribery and corrupt practices, including but not limited to the unlawful direct or indirect payments to governments, government officials, public bodies, public officials, political organizations, or political officials.

35. Where Buyer has incurred a liability to Seller under the Contract or otherwise to any of Seller’s affiliates and whether such liability is liquidated or unliquidated, Seller may deduct or set-off the amount of such liability against any sum that would otherwise be due to Buyer under the Contract or any other contract entered into between Seller and Buyer.

36. A notice, approval, consents or other communication in connection with the Contract (“Notice”) shall be in writing and be signed by an authorized person of the party giving it. Notice takes effect from the time it is received unless a later time is specified in it.

37. If any provision of the terms and conditions appearing herein is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable in whole or in part, the other provisions shall remain in force.

38. No forbearance, delay or indulgence by Seller in exercising any right or remedy provide under the terms and conditions appearing herein shall prejudice or restrict the rights of Seller, nor shall it (i) constitute a waiver of such right or remedy or (ii) prevent any future exercise or enforcement of such right or remedy and each such right, power or remedy shall be cumulative.

39. The Contract and the transactions contemplated by it are governed by the law in force in the Country. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the Country.

INNOVIX DISTRIBUTION

GENERAL TERMS AND CONDITIONS OF SALE

1. These terms and conditions apply to all goods (“Goods”) sold by Seller to Buyer and shall govern the relevant sales contract to the exclusion of all other terms and conditions not stated herein unless Seller expressly agrees to them in writing. No conduct by Seller shall be deemed to constitute acceptance of any terms and conditions, whether oral or otherwise put forward by Buyer.

2. All sales quotations will automatically expire 30 calendar days from the date issued unless otherwise agreed and may be terminated by Seller within such period by written notice to Buyer. Prices quoted are exclusive of any direct and/or indirect taxes that may be imposed by the relevant authorities from time to time, which include but is not limited to sales and/or service tax (SST) or similar taxes applicable to or imposed upon such supply of goods/services.

3. All orders made by Buyer to Seller shall be in writing and shall require a formal acceptance by Seller in writing and such order and concurring order acceptance shall represent the formal and binding contract between Seller and Buyer in accordance with the terms and conditions appearing herein (“Contract”).

4. The description and specification of the Goods shall, subject as provided in the Contract, be specified in the order from Buyer and concurring order acceptance of Seller.

5. The price of the Goods is set out in the Contract (“Purchase Price“). All other prices of Goods published by Seller are intended to be for general information only and are subject to change without prior notice.

6. Buyer shall not be entitled to deduct, set-off or to withhold payment of any part or all of Purchase Price for any reason whatsoever.

7. Unless otherwise agreed in writing, payment of Purchase Price shall be made by an initial non-refundable deposit of 30% before the delivery of the Goods. Such deposit shall become immediately due upon presentation of invoice by Seller. The balance shall be due and payable forthwith without further demand by Seller upon delivery of the Goods.

8. Seller is not obliged to perform any of its obligations set out in the Contract until Buyer has paid the initial deposit as stipulated.

9. If Buyer fails to pay the Purchase Price in full by the date when it has become due (“Due Date”), then without prejudice to any other right or remedy available to Seller, Buyer shall pay interest on the total overdue amount at the rate of 1.5% per month. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the total overdue amount, whether before or after judgment.

10. Should Buyer default in paying any sum due under the Contract as and when such sum becomes due, Seller shall have the right either to (i) suspend further deliveries and/or cease any services on site until the default be made good or (ii) immediately cancel the Contract in respect of any balance of Goods then due for delivery and/or installation then due for completion.

11. The Goods may be delivered in one or more installments at different times or dates. Any time or date for delivery of any one or all installments of the Goods provided by Seller is given in good faith but is an estimate only. Late or non-delivery of any one or more of the installments shall not entitle Buyer to treat the Contract as repudiated and shall not affect Buyer’s obligation to receive and pay for the delivered installments. Seller shall not be liable for any losses or damages, whether directly or indirectly, arising out of any delay in delivery or non-delivery of the Goods however caused.

12. Unless otherwise agreed, if Buyer refuses or fails to take delivery of the Goods (otherwise than by reason of Seller’s default) after 30 days of the expected delivery date, Buyer shall be deemed to have repudiated the Contract and without prejudice to any other right or remedy available to Seller, Seller may: (i) accept the repudiation by Buyer and terminate the Contract with immediate effect and retain the Purchase Price or deposit paid by Buyer as liquidated damages; (ii) recover damages from Buyer for any and all losses suffered as a result of Buyer’s breach or repudiation; (iii) sell the Goods at the best price readily obtainable and charge Buyer for any shortfall below the Purchase Price; or (iv) arrange for the storage of the Goods at Buyer’s risk and cost and Buyer shall reimburse Seller for all expenses incurred in connection with that storage until actual delivery, including insurance.

13. Buyer shall be deemed to have accepted the Goods unless within 7 days from the date of delivery or completion of normal installation procedures (if Seller is obliged to install the Goods under the Contract), it gives Seller notice in writing of any defect in the quality or condition of the Goods or of their failure to correspond with any specification or description.

14. Title to the Goods shall remain with Seller until Seller receives full payment of Purchase Price after which the title to the Goods shall then vest in Buyer. If before title to the Goods passes to Buyer, Buyer becomes subject to any of the events in clause 21 (a) to (h) then, without limiting any other right or remedy Seller may have, Seller may at any time require Buyer to deliver up such Goods and, if Buyer fails to do so promptly, enter any premises of Buyer or of any third party where the relevant Goods are stored or located in order to recover them. Seller shall further have the right to recover from Buyer the balance of the Purchase Price of the Goods and other sums payable under the Contract after giving credit to the net proceeds of sale of any Goods so repossessed and taking into account any damages caused to the repossessed Goods and any depreciation in value of such Goods. Notwithstanding the aforesaid, the Buyer shall assume the risks of the Goods upon delivery.

15. Buyer shall not acquire any right or title to trademarks, design, copyright, patents or any other intellectual property rights in the Goods. These rights shall remain with the manufacturers of the Goods concerned. Goods, which are software products, are sold subject to the terms and conditions of their respective manufacturer’s license agreement.

16. Seller will and subject to the manufacturers’ terms and conditions, pass through to Buyer the manufacturer’s warranty where applicable. Such warranty shall not apply to Goods which serial numbers have been altered or removed, nor to Goods which are damaged due to abuse, neglect, operation under abnormal environmental conditions or repair other than as authorized by Seller.

17. Unless otherwise provided in the Contract, Seller makes no other warranties, whether express or implied, including but not limited to the implied warranties of merchantability or fitness for a particular purpose, and all such warranties are expressly excluded to the extent permitted by law.

18. To the extent permitted by law, Seller’s total liability to Buyer arising under or in connection with the Contract, whether arising in contract or in tort (including negligence), shall be limited to US$1500 or the Purchase Price under the Contract, whichever is lower.

19. Subject to the cap stated in Clause 19, Seller shall not be liable for any losses, damages, costs and expenses directly or indirectly suffered by Buyer (including but without limitation to, loss of profits, loss of savings, loss of goodwill, loss of revenue or loss of contracts incurred by Buyer, whether anticipated or actual, or any special indirect or consequential damages of any nature whatsoever) or any action, claims and proceedings taken against Buyer by any third party or parties in connection with, incidental to and consequential upon the purchase, operation and use of the Goods, including but without limitation to, any losses and damages resulting from the interruption or failure in the operation of the Goods.

20. Seller shall be entitled to terminate the Contract with immediate effect by giving written notice to Buyer if:

(a) Buyer fails to pay any sum under the Contract on its Due Date and remains in default after 14 days of a notice in writing to Buyer to make such payment; or

(b) Buyer suspends, or threatens to suspend, payment of its debts or is, or is deemed to be, insolvent or unable to pay its debts as they fall due for payment or admits inability to pay its debts; or

(c) Buyer enters into any composition or arrangement with its creditors; or

(d) an order is made, or resolution is passed, or any analogous proceedings are taken for the winding-up, administration or dissolution (other than for the purposes of a solvent amalgamation or reconstruction) of Buyer; or

(e) any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over or in respect of Buyer or any part of its business or assets; or

(f) any distress or execution is levied upon any of Buyer’s property; or

(g) any Force Majeure Event prevents Seller from performing its obligations under this Contract for any continuous period of 90 days; or

(h) Buyer is in breach of a Contract and fails to remedy the breach within 14 days after being notified in writing by Seller of such breach.

21. Upon termination pursuant to Clause 21 above, Seller shall have the right to (i) suspend further deliveries, (ii) cease any services on site and/or (iii) retain any deposit paid by Buyer regarding the Goods.

22. Termination of the Contract shall not prejudice any of the parties’ right and remedy which have accrued as at termination.

23. Buyer shall indemnify and hold Seller harmless against all damages, penalties, costs and expenses to which Seller may become liable as result of (i) any failure or breach by Buyer of its obligations under the Contract; and (ii) negligence, default or misuse of the Goods by or on the part of Buyer. This indemnity shall extend to all losses or expenses incurred by Seller and shall survive completion or termination of the Contract.

24. If Buyer fails to pay pursuant to the Contract, Seller shall be entitled to a (i) lien on Goods which have been paid by Buyer but not yet delivered; (ii) a right to sell such Goods on such terms as Seller sees fit; and (iii) to retain from the proceeds of sale sufficient to pay all monies due from Buyer to Seller (including any costs incurred in putting the goods into a saleable state and the expenses of the sale), for the unpaid Purchase Price of any Goods sold or delivered to Buyer under the same or any other contract entered into between the Seller and Buyer.

25. Buyer shall not assign or transfer any rights or benefits pursuant to the Contract without Seller’s prior written consent.

26. In the event that a manufacturer declares the end of life for a product and/or terminates support of a product, Seller reserves the rights to remove the said product and/or support from an order and adjust the order price accordingly.

27. Any Contract entered into based on a special pricing quote is sold only for the purpose of such special projects or deals based on which the special price had been quoted and is subject to the related supplier’s special terms and conditions. Upon Seller’s request, Buyer shall immediately provide its related customer’s or end user’s supporting documents, including but not limited to purchase order from its customer, acknowledged delivery note by its customer or end user relating to the said Goods. Seller reserves the right to recover from Buyer any discounted sum and Buyer shall indemnify Seller against any losses and damages suffered by Seller or claims from any third party as a result of Buyer’s breach of any such provisions and supplier’s special terms and conditions.

28. Unless expressly exempted by Seller in writing, Buyer (i) undertakes not to, (ii) shall ensure that persons under its control shall not, and (iii) shall use all reasonable endeavours to ensure that any persons Buyer resells the Goods shall not, directly or indirectly export the Goods from a country where this Contract is made and to be performed (“the Country”), resell the Goods in any other country and/or resell the Goods to a customer where the effect of such sale would result in the Goods being located or sold to a location outside the Country. If Buyer is an end user who had purchased the Goods for its own use, Buyer undertakes to use the Goods in Country and/or any other territory agreed in writing by Seller.

29. Certain Goods under the Contract may be classified as a “controlled goods” under the laws of the government of the country of origin of the Goods (“Government“). Goods so classified may not, at any time, be sold, leased, exchanged, loaned, given, transferred or shipped by any means to certain countries without the prior approval of the Government. Sale of such Goods is subject to these restrictions. Failure by any party to comply with these restrictions may result in severe penalties imposed on that party and Clause 24 shall apply. If the Goods are commodities, technology or software exported from the United States, they may be subject to the United States export controls, including the Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774. Buyer shall comply strictly with all requirements of the United States export control laws and regulations with respect to such Goods.

30. Neither party to the Contract shall be under any liability to the other for any failure to carry out, or delay in carrying out, any of its obligations under the Contract due to Force Majeure provided that the relevant party promptly gives the other party notice of the occurrence of Force Majeure. In the Contract, “Force Majeure” means circumstances beyond the reasonable control of a party which is not the result of an intentional or negligent act or omission of the party, which circumstances include but without limitation to acts of God and any natural disaster, acts of war, civil commotions, sabotage, theft, acts or omissions of any local, state, national or governmental authority and strikes or other industrial actions or trade disputes of whatever nature.

31. The Contract constitutes the entire agreement of the parties and supersedes any previous contracts, arrangements, understandings and negotiations between them relating to the subject matter of the Contract. No additional terms communicated by Buyer at any time shall apply unless Seller expressly agrees in writing; in particular, nothing contained in any purchase order or agreement submitted by Buyer shall in any way modify or add any terms or conditions appearing herein.

32. Buyer agrees that all information and documentation provided to Seller pursuant to the Contract may be used by Seller or Seller’s authorized agents for the purpose of implementation and enforcement of the Contract; made available to appropriate persons in Seller’s parent and affiliated companies (local and overseas); supplied to any agent, contractor or third party who provides administrative or other services to Seller or Seller’s affiliated companies (local or overseas) and who has a duty of confidentiality to Seller; and disclosed to any government departments or other regulatory authorities in Malaysia or elsewhere.

33. Buyer hereby consents to Seller’s processing, retaining and disclosure of Buyer’s or its representatives’ personal data (as defined in the Personal Data Protection Act 2010 or Personal Data Protection Act 2012, as the case maybe) for the performance of this Contract, marketing similar or other goods or services to Buyer or any other lawful purpose. Each party shall comply with all provisions applicable to that party under the Personal Data Protection Act 2010 or Personal Data Protection Act 2012, as the case maybe and any similar legislation or regulations in any other jurisdiction in which its obligations are performed to the extent that it relates to the Contract. Each party shall indemnify the other against all losses that the other party may incur arising out of any breach of the Clause.

34. Buyer warrants that it has not made or ordered any payment, taken any action, or directed any person to make any payment or take any action, and/or that it will not make or order any payment, take any action, or direct any person to make payment or take any action, that violates or could violate the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the Malaysian Anti-Corruption Commission Act 2009 or the Prevention of Corruption Act or any applicable laws, statutes, directives and/or regulations or any other jurisdiction that prohibits bribery and corrupt practices, including but not limited to the unlawful direct or indirect payments to governments, government officials, public bodies, public officials, political organizations, or political officials.

35. Where Buyer has incurred a liability to Seller under the Contract or otherwise to any of Seller’s affiliates and whether such liability is liquidated or unliquidated, Seller may deduct or set-off the amount of such liability against any sum that would otherwise be due to Buyer under the Contract or any other contract entered into between Seller and Buyer.

36. A notice, approval, consents or other communication in connection with the Contract (“Notice“) shall be in writing and be signed by an authorized person of the party giving it. Notice takes effect from the time it is received unless a later time is specified in it.

37. If any provision of the terms and conditions appearing herein is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable in whole or in part, the other provisions shall remain in force.

38. No forbearance, delay or indulgence by Seller in exercising any right or remedy provide under the terms and conditions appearing herein shall prejudice or restrict the rights of Seller, nor shall it (i) constitute a waiver of such right or remedy or (ii) prevent any future exercise or enforcement of such right or remedy and each such right, power or remedy shall be cumulative.

39. The Contract and the transactions contemplated by it are governed by the law in force in the Country. The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the Country.