GENERAL TERMS AND CONDITIONS OF PURCHASE

DEFINITIONS

"SELLER" is the entity to which the PURCHASE ORDER is addressed and that shall be responsible for supplying the products and any incidental services (collectively, " GOODS "). " BUYER" is the company issuing the PURCHASE ORDER and procuring the GOODS.

SPECIFICATIONS

GOODS delivered by SELLER to BUYER shall comply strictly with BUYER's specifications as stated in the PURCHASE ORDER or attached herewith, failing which BUYER may reject any such GOODS without any liability whatsoever to SELLER and BUYER shall have the right to sue the SELLER for damages for breach of contract or SELLER shall, at BUYER's option and request, replace, repair or make good any short supply, defective items or items not meeting the stated specifications, at SELLER's cost.

DELIVERY

The time for the delivery of the GOODS shall be of the essence of this PURCHASE ORDER. SELLER shall deliver GOODS on or before the scheduled delivery date as stated in the PURCHASE ORDER failing which BUYER may terminate this PURCHASE ORDER without any liability whatsoever and BUYER shall have the right to sue the SELLER for damages for breach of contract. Where part numbers assigned for GOODS are changed due to obsolescence, substitution or other reasons, SELLER shall notify BUYER of such change before delivery Unless otherwise stated in the PURCHASE ORDER, GOODS delivered shall be newly manufactured and in unused condition.

DELIVERY INSTRUCTIONS AND TRANSFER OF RISK AND OWNERSHIP

The terms of delivery shall be stated in the PURCHASE ORDER. Unless otherwise agreed in the order, the transfer of risk and ownership of the GOODS shall pass to BUYER upon delivery without prejudice to any right of rejection of BUYER.

INSPECTION

SELLER shall ensure that BUYER has the opportunity to inspect the GOODS at any time, either at SELLER's works or wherever else the GOODS may be at that time. Such inspection shall not relieve SELLER of any obligation/liability under the PURCHASE ORDER.

WARRANTY

SELLER warrants that GOODS are free from defects in workmanship, are of merchantable quality and fit for the purpose for which they are required. If any defect occurs within twelve (12) months after receipt by BUYER, SELLER shall, at its own cost repair or replace the GOODS. If SELLER fails to repair or replace defective GOODS, BUYER may repair or replace them and SELLER shall reimburse BUYER all cost including, without limitation, transportation and reinstallation costs and customs duties incurred by BUYER. The warranty on repaired or replaced GOODS shall continue for twelve (12) months from the dale of successful repair or replacement.

PAYMENT

Unless otherwise stated in the PURCHASE ORDER, payment .shall be remitted sixty (60) days from end of invoicing month after receipt of the correct original invoice and appropriate supporting document evidencing receipt of the GOODS by BUYER. An incorrect invoice or an invoice without appropriate supporting documents will be returned to SELLER by BUYER for re-issue. All invoices shall be submitted after receipt by BUYER of the GOODS in good order at the delivery point in the PURCHASE ORDER or such other time as may be agreed to by the parties and specified in the PURCHASE ORDER. If the sixtieth (60th) day falls on a local postal holiday or gazetted public holiday then the next working day shall be deemed to be due date for payment.

PRICE

Reservation regarding changes in prices are only valid if confirmed in writing by BUYER.

TAXES AND DUTIES

Unless otherwise stated in the PURCHASE ORDER, SELLER shall bear all customs duties, taxes, assessments, royalties or other charges levied by any government authority in connection with the GOODS. BUYER shall have the right to withhold taxes on payment due to SELLER in the event that such withholdings are required by law. The payment by BUYER to the relevant government authority of the amount of money withheld shall relieve BUYER from any further obligation to SELLER with respect to any amount so withheld.

INDEMNITY AGAINST INFRINGEMENT

SELLER shall indemnify BUYER and its related companies against any actions brought against BUYER and its related companies arising from a claim that BUYER's use of the GOODS infringes a patent, copyright, trade secret or proprietary right and SELLER shall pay on behalf of BUYER and its related companies, all cost, damages, lawyers fees and other reasonable expenses associated with such claim.

LIABILITY AND INDEMNITY

SELLER shall be responsible for and shall indemnify BUYER and its related companies against all claims, proceedings, demands and causes of action in respect of any damage, loss, injury including death, to any person or property arising out of acts or omission (whether negligent or otherwise) of the SELLER, its servants or agents or sub-contractors except if the injury, death or property damage is caused by the sole negligence of BUYER or its related companies.

COMPLIANCE WITH LAW

In the supply and delivery of GOODS, SELLER shall comply and ensure compliance by its agents or sub-contractors with all applicable laws which include any rules, regulations, ordinances, by-laws and directions of any governmental authority and shall indemnify and hold BUYER and its related companies safe and harmless against all claims, demands, losses, fines and penalties which in any way result from SELLER's failure to comply with such applicable laws. This includes securing by SELLER of all necessary import permits or licences whenever applicable.

CONFLICT OF INTEREST

SELLER shall exercise reasonable care and diligence to prevent any action from being taken or condition from arising which conflict with BUYER's best interest. This obligation shall apply to the activities of the employees, sub-contractors and agents of SELLER arising from the PURCHASE ORDER. SELLER's effort shall include, but not limited to, establishing precautions to prevent its employees or agents or sub-contractors from making receiving, providing or offering gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to BUYER's interests.

BUSINESS ETHICS

SELLER shall take no action on behalf of BUYER in the performance of the work or rendition of service or the conduct of operations hereunder that would subject either party to liability or penalty under any law, rule, regulation or decree of any government authority.

All invoices and financial statements, reports and billings by SELLER to BUYER shall properly reflect the facts about all activities and transactions handled for BUYER's account and SELLER agrees to notify BUYER promptly upon the discovery of any instance where SELLER has not complied with the requirements herein.

SELLER'S PERSONNEL

SELLER shall be responsible for all acts of its employees, agents and sub-contractors performing any work or service pursuant to the PURCHASE ORDER.

FORCE MAJEURE

The obligations imposed or actions required of each party, hereunder shall be suspended to the extent that compliance or performance is prevented, despite due care and diligence on the part of such party, by force majeure. Force majeure shall include the plant breakdown or failure for whatever reasons belonging to BUYER or those of its related companies, regardless of whether BUYER or its related companies is at fault or not. However, the term force majeure does not apply to those events which merely make it more difficult or costly for SELLER to perform its obligations hereunder. If the force majeure event exceeds 30 days, either party shall have the right to terminate the PURCHASE ORDER by giving written notice to the other party upon which the parties hereto shall be relieved from their obligations hereunder.

CONFIDENTIALITY

SELLER shall treat as secret and confidential all information acquired by SELLER during the performance of the work in connection with the PURCHASE ORDER and shall not disclose any such information to any other person without prior written consent of BUYER.

TERMINATION

BUYER shall have the right to terminate the PURCHASE ORDER under any of the following circumstances:

a) SELLER breaches any of the terms of the PURCHASE ORDER or these General Terms And Conditions Of Purchase or fails to perform any of its obligations stated in the PURCHASE ORDER or these General Terms And Conditions Of Purchase, including but not limited to, the failure to deliver the GOODS by the stated delivery date. Termination in any of these events shall be al no cost to BUYER and BUYER shall have the right to sue SELLER for damages for breach of contract; or

b) BUYER does not require the GOODS due to whatsoever reason other than a force majeure situation. In such an event both SELLER and BUYER shall discuss and mutually agree on the quantum of termination charges (if any) and where prior termination charges have been agreed, such agreed charges shall apply.

CORRESPONDENCE

All correspondence / invoices must quote PURCHASE ORDER number and the relevant item numbers. Please confirm receipt and  acceptance of this order.

CONFLICTS

If any of the instructions or terms stated in the PURCHASE ORDER are inconsistent with or in conflict with any of the provisions in this General Terms And Conditions Of Purchase, the instruction or terms stated in the PURCHASE ORDER shall supersede and prevail over the provisions in this General Terms And Conditions Of Purchase. In the event the Purchase Order is issued pursuant to a contract signed between BUYER and SELLER, the terms and conditions of such contract shall prevail over these General Terms And Conditions Of Purchase, in the event of any inconsistency.

APPLICABLE LAW

The PURCHASE ORDER shall be governed by the laws of Malaysia.