"Terms and Conditions of Sale, Service and Technical Support
(Terms and Conditions)"

(For Customers in Malaysia Only)

1. DEFINITIONS

"FTEC" means FTEC Distribution (M) Sdn Bhd . a company incorporated in Malaysia engaging in the business of …

"Customer" means the person or company with whom FTEC has entered into this contract.

"Contract" means a contract for the sale of the products and/or services as specified in the invoice between FTEC and the Customer

2. THE CONTRACT

2.1 it is an express condition of this Contract that the products sold to the Customer shall not be re-sold to another party save and unless written permission has been acquired from FTEC.

2.2 The products sold and/or services rendered are subject to the Terms and Conditions. The Customer acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.

3. ORDERS, PRICE AND PAYMENT

3.1 All orders shall be made in writing to FTEC; or if made verbally, shall be confirmed by either party in writing subsequently.

3.2 All sales made by FTEC shall be in cash term and full payment shall have been received by FTEC prior to the delivery of the products or services unless in the case where credit terms have been granted by FTEC whereupon the Customer hereby expressly agree to adhere strictly to the terms of credit

3.3 The price for the product or services shall be exclusive of all shipping and handling charges for which costs the Customer shall bear

3.4 The Customer shall also bear all such levies/taxes as may be applicable to the sale of the products or services.

4. SOFTWARE

4.1 All software provided in the sale of the Products and/or services rendered is subject to the terms and conditions of the license agreement relating to that software and is placed under warranty in accordance with the license agreement governing its use. The Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that FTEC does not warrant any software under these Terms and Conditions.

4.2 All rights, title or interest in respect of the intellectual property rights in the software remain with FTEC or the licensor of the software at all times regardless of the sale herein contained.

5. TITLE AND RISK

Title to and risk in the products shall pass to the Customer upon delivery of the products to Customer except for the title to those software which shall remain with the relevant licensor(s) at all times.

6. DELIVERY

6.1 FTEC shall deliver the products to the place of delivery designated by Customer and agreed to by FTEC ("Place of Delivery").

6.2 Where it is possible for FTEC to do so, FTEC shall endevour to deliver the products in whole. However FTEC reserves the right to deliver the products by sequence and in such event sequence shall be deemed to be the subject of a separate contract and no default or failure on the part of FTEC in respect of any one or more sequence shall render the Contract null and void or otherwise voidable in respect of products previously delivered or undelivered products.

6.3 Any dates quoted by FTEC for the delivery of the products are approximate only. FTEC shall not be liable for any delay in delivery of the products and/or services, howsoever caused.

7. ACCEPTANCE OF PRODUCTS

7.1 Save and except the receipt of a written notice by FTEC from the Customer on the day of the delivery of the Products and which written notice is confirmed within 48 hours by FTEC in writing, the Products shall be deemed to have been accepted by the Customer as being in good condition and of merchantable quality and conform with the terms of the Contract. In any event the Customer shall not be entitled to withhold payment of all or any of the Price of the Products whilst any claim is being investigated by FTEC.

7.2 New FTEC-branded Products purchased under these Terms and Conditions directly from FTEC by an end-user Customer may be returned by Customer within 7 days from the date of delivery of the Products for a replacement, refund or credit of the purchase price in accordance with FTEC’s "Total Satisfaction Policy". The cost of delivering the Products back to FTEC however shall be borne by the Customer. The Products so returned must be received by FTEC in as-new or as-shipped-by-FTEC condition, including conformance to invoiced specification, and all of the manuals, diskettes, CDs, power cables, and other items included with a Product must be returned with it. The refund or credit will not include any shipping and handling charges forming part of the purchase price.

8. WARRANTY

8.1 Unless specified otherwise, under the Company Standard Warranty Policy of FTEC, all FTEC branded Products (excluding third party products and software) carry a warranty of one (1) year covering materials defects and workmanship flaws which may affect normal use of the product.

8.2 The Company Standard Warranty Policy does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, power surges and outage, servicing not authorised by FTEC or by untrained or unqualified technician, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than FTEC personnel or any person authorised by FTEC, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by FTEC. The Company Standard Warranty Policy does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the Product after the Product is shipped from FTEC; accessories or parts added to the Product through FTEC’s Custom Factory Integration (CFI) program; accessories or parts that are not installed in the FTEC  factory; or third party products purchased under FTEC Software & Peripherals (S&P) Program.

8.3 During the one-year period commencing from the invoice date, FTEC will repair or replace Products returned to FTEC’s facility. The Customer must prepay shipping and transportation charges, and insure the shipment or otherwise accept the risk of loss or damage during such shipment and transportation.

8.4 FTEC does not give any warranty that the Products are fit for any particular purpose and this Company Standard Warranty Policy is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.

8.5 It is agreed by the Customer that in so far as any third party products purchased through FTEC, such Products are solely covered by the relevant manufacturer's warranty, and the Standard Company Standard Warranty Policy shall not be applicable in such instances Any queries regarding the aforesaid warranty shall be directed at the manufacturer and not FTEC.

9. SERVICE AND TECHNICAL SUPPORT

General service and technical support will be provided to Customer subject always to the then-current service and technical support policies in effect. Service and support offerings may vary from product to product. If Customer purchases optional services and support as listed on Customer's invoice, FTEC will provide the optional service and support to Customer in accordance with the then-current terms and conditions in the optional service contract between FTEC and Customer in addition to the Standard Company Standard Warranty Policy. FTEC may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them at any time. FTEC has no obligation to provide service or support until FTEC has received full payment for the product or service/support contract for which service or support is requested.

10. LIABILITY

10.1 It is expressly agreed by the parties that the total liability of FTEC in respect of any loss or damage incurred by the Customer where related to the Product or services purchased shall not exceed the total price paid for the said purchase of products and/or services under these Terms and Conditions.

10.2 It is expressly agreed by the parties that the Customer shall indemnify FTEC and keep FTEC fully indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.

10.3 It is further expressly agreed by the parties that FTEC will not be liable for the Products not being available for use, or for data or software which is lost, corrupted, deleted or altered by any reason whatsoever. FTEC shall not be liable to the Customer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if FTEC has been advised of their possibility.

10.4 Any service response times stated by FTEC in the service contracts are merely approximate and the Customer shall not hold FTEC liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.

10.5 Any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by FTEC shall be subject to correction without any liability on the part of FTEC.

11. FORCE MAJEURE

Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying including but not limited to acts of God, acts of Government, acts of civil or military authority, lockouts, riots, civil commotions, insurrections, wars, enemy actions, fires, earthquakes, typhoons, floods, tempests or other exceptionally inclement weather, loss or disrupted electricity, or embargo, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

12. EXPORT RESTRICTIONS

The Customer acknowledges that the Products licensed or sold hereunder, which may include technology and software, are not only subject to the export control laws and regulations of the United States ("U.S.") but may also be subject to the export control laws and regulations of the country in which the Products are received. The Customer agrees to abide by all applicable export control laws and regulations. Under such laws and regulations, the Products purchased may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the Products may not be sold, leased or otherwise transferred to, or utilized by, an end-user engaged in activities related to terrorism or development of weapons of mass destruction, including but not necessarily limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. The Customer understands that applicable requirements or restrictions may vary depending on the Products delivered and may change over time and that, to determine the precise controls applicable to the Products acquired, it may be necessary to refer to relevant laws and regulations

13. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.

14. GENERAL

14.1 The Customer shall not assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of FTEC. Any such unauthorized assignment shall be deemed null and void and the Customer shall be responsible for all such losses that may be incurred by FTEC by reason os such unauthorized assignment.

14.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.