Terms & Conditions

Terms and Conditions of Sale, Service and
Technical Support ("Terms and Conditions")
(For Customers in Singapore Only)

1. DEFINITIONS

"Pro-Minds Systems Integration Services" means the Prominds subsidiary company selling products to the Customer as identified in Pro-Minds Systems Integration Services's Quotation or Invoice.

"Customer" means the person or legal entity identified in Pro-Minds Systems Integration Services's Quotation or Invoice.

"Contract" means a contract for sale by Pro-Minds Systems Integration Services to the Customer of the products and/or services incorporating the Terms and Conditions

2. FORMATION OF CONTRACT

2.1 No Contract shall come into existence until the Customer's order has been accepted by Pro-Minds Systems Integration Services.

2.2 The products sold and/or services rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. 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 Unless credit terms have been expressly agreed by Pro-Minds Systems Integration Services, payment for the products or services shall be made in full before physical delivery of products or services.

3.2 Customer shall pay for all shipping and handling charges.

3.3 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.

3.4 Time for payment is of the essence. Pro-Minds Systems Integration Services reserves the right to charge interest at the rate of 15% per annum on sums overdue.

4. SOFTWARE

4.1 All software provided is subject to the terms and conditions of the license agreement relating to that software. Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that Pro-Minds Systems Integration Services does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.

4.2 All rights, title or interest in respect of the intellectual property rights in the software remain with Pro-Minds Systems Integration Services or the licensor of the software at all times.

5. TITLE AND RISK

Title to and risk in the products shall pass to the Customer upon delivery of the products to Customer. Title to those products, which are software, shall remain with the applicable licensor(s) at all times.

6. DELIVERY

6.1 Pro-Minds Systems Integration Services shall deliver the products to the place of delivery designated by Customer and agreed to by Pro-Minds Systems Integration Services ("Place of Delivery").

6.2 Pro-Minds Systems Integration Services may, at its discretion, deliver the products by instalments in any sequence. Where the products are so delivered by instalments, each instalment shall be deemed to be the subject of a separate contract and no default or failure by Pro-Minds Systems Integration Services in respect of any one or more instalments shall vitiate the Contract in respect of products previously delivered or undelivered products.

6.3 Any dates quoted by Pro-Minds Systems Integration Services for the delivery of the products are approximate only and shall not form part of the Contract. Pro-Minds Systems Integration Services shall not be liable for any delay in delivery of the products and/or services, howsoever caused.

7. ACCEPTANCE OF PRODUCTS

7.1 Unless the Customer notifies Pro-Minds Systems Integration Services to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. 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 Pro-Minds Systems Integration Services.

7.2 New Pro-Minds Systems Integration Services-branded Products purchased under these Terms and Conditions directly from Pro-Minds Systems Integration Services by an end-user Customer may be returned by Customer up to 30 days from the date of the invoice for a replacement, refund or credit of the purchase price in accordance with Pro-Minds Systems Integration Services's "Total Satisfaction Policy" in effect in the Location on the date of the invoice. The refund or credit will not include any shipping and handling charges forming part of the purchase price. Returned Products must be received by Pro-Minds Systems Integration Services in as-new or as-shipped-by-Pro-Minds Systems Integration Services 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

8. WARRANTY

8.1 Unless specified otherwise, Pro-Minds Systems Integration Services warrants to the Customer that Pro-Minds Systems Integration Services branded Products (excluding third party products and software), will be free from defects in materials and workmanship affecting normal use for a period of one year from invoice date ("Standard Warranty").

8.2 This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by Pro-Minds Systems Integration Services, 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 Pro-Minds Systems Integration Services personnel or any person authorised by Pro-Minds Systems Integration Services, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by Pro-Minds Systems Integration Services. The Standard Warranty 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 Pro-Minds Systems Integration Services; accessories or parts added to the Product through Pro-Minds Systems Integration Services's Custom Factory Integration (CFI) program; accessories or parts that are not installed in the Pro-Minds Systems Integration Services factory; or third party products purchased under Pro-Minds Systems Integration Services Software & Peripherals (S&P) Program.

8.3 During the one-year period beginning on the invoice date, Pro-Minds Systems Integration Services will repair or replace Products returned to Pro-Minds Systems Integration Services's facility. Customer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. Pro-Minds Systems Integration Services will ship the repaired or replacement products to Customer freight prepaid.

8.4 Pro-Minds Systems Integration Services does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty 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 The Customer agrees that, in relation to third party products purchased through Pro-Minds Systems Integration Services, where such of the Products are covered by a relevant manufacturer's warranty, then the Standard Warranty shall not extend to such Products and such manufacturer's warranty shall be the sole warranty in respect of such Products. The Customer shall utilise that warranty for the support of such Products and in any event not look to Pro-Minds Systems Integration Services for such warranty support.

9. SERVICE AND TECHNICAL SUPPORT

Pro-Minds Systems Integration Services will provide general service and technical support to Customer in accordance with 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, Pro-Minds Systems Integration Services will provide the optional service and support to Customer in accordance with the then-current terms and conditions in the optional service contract between Pro-Minds Systems Integration Services and Customer (available via the Internet on Pro-Minds Systems Integration Services's Web site at http://www.Pro-Minds Systems Integration Services.com/ap/TandC/sg/en/index.htm or upon request) in addition to the Standard Warranty. Pro-Minds Systems Integration Services may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. Pro-Minds Systems Integration Services has no obligation to provide service or support until Pro-Minds Systems Integration Services has received full payment for the product or service/support contract for which service or support is requested.

10. LIABILITY

10.1 Pro-Minds Systems Integration Services's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.

10.2 The Customer shall indemnify Pro-Minds Systems Integration Services and keep Pro-Minds Systems Integration Services fully and effectively 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 wilful 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 Pro-Minds Systems Integration Services and Customer agree that Pro-Minds Systems Integration Services will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Pro-Minds Systems Integration Services 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 Pro-Minds Systems Integration Services has been advised of their possibility.

10.4 Any service response times stated by Pro-Minds Systems Integration Services in the service contracts are approximate only and Pro-Minds Systems Integration Services shall not be 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 Pro-Minds Systems Integration Services shall be subject to correction without any liability on the part of Pro-Minds Systems Integration Services.

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, 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 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 Singapore and shall be subject to the non-exclusive jurisdiction of the courts of Singapore.

14. GENERAL

14.1 The Customer shall not be 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 Pro-Minds Systems Integration Services. Any such unauthorized assignment shall be deemed null and void.

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.

14.3 Save as expressly provided herein, these Terms and Conditions shall not be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

October 2003 Revised Edition