TERMS AND CONDITIONS (FOR EDUCATIONAL SERVICES)
All sales made by Ingram Micro Asia Ltd ("Ingram") to its customers (“Purchaser”) are subject to these terms and conditions. Purchaser's acceptance of these terms and conditions shall be made by either (i) Purchaser providing a purchase order to Ingram or (ii) Purchaser’s acceptance of any services from Ingram, whichever occurs first. These terms and conditions shall apply to sales of all educational services including supply of educational or training courses, and examination or certification services (“Services”)
and the supply of materials, software, tools and information related to Services (collectively referred to as “Deliverables”) .
Purchaser is required to submit a course registration form as prescribed by Ingram for each examination or certification or course which Purchaser intends to purchase or enrol or take part.
All prices are subject to change without notice and will be established at time of order acceptance by Ingram.
3. CREDIT AND PAYMENT TERMS
Purchaser shall furnish to Ingram all financial information reasonably requested by Ingram from time to time for the purpose of establishing or continuing Purchaser’s credit limit. Purchaser agrees that Ingram shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price be paid prior to delivery of Deliverables. Purchaser shall promptly notify Ingram of all changes to Purchaser’s name, address, or of the sale of substantially all of its assets. Ingram shall have the right
from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in Ingram’s credit policies or Purchaser’s financial condition and/or payment record. Purchaser shall not deduct any amounts owing from any Ingram invoice without Ingram’s express written approval, which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by Ingram. A service charge of the lesser of one and one-half percent (1 ½%) per month or
the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due. Credit cards (MasterCard and VISA) will only be accepted subject to a charge at the rate of 2.04% for Normal card & 2.56% for Platinum card of the price invoiced. Payment by telegraphic transfers, cashier orders, demand drafts or cheque (subject to clearance) will be allowed. Payment by any other method will be subject to Ingram's express written approval. If Purchaser fails to make time payment of any amount invoiced hereunder, Ingram shall have the right, in addition to any and all other rights and remedies available to Ingram at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of Ingram under these terms and conditions to deliver Deliverables on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute or any other statute relating to insolvency or protection of the rights of creditors, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute or any other statute relating to insolvency or the protection of rights of creditors is filed against Purchaser, or if a receiver, manager, liquidator or trustee is appointed to take possession of the assets of Purchaser.
Purchaser shall bear applicable state and other government taxes (such as sales, use, customs, withholding etc.), if any. Unless otherwise specified, prices do not include such taxes. Purchaser shall pay the full amount due to Ingram and shall not deduct from that amount any tax whatsoever in relation to purchase of the Services. Purchaser shall reimburse Ingram for any taxes Ingram pays on Purchaser’s behalf.
Ingram makes no warranties whatsoever in respect of the Deliverables supplied hereunder. IN NO EVENT SHALL INGRAM BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. INGRAM DOES NOT WARRANT THE MERCHANTABILITY OF THE DELIVERABLES OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. INGRAM MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.
6. PATENT AND TRADEMARK INDEMNITY
INGRAM SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY THE DELIVERABLES.
7. LIMITATION OF LIABILITY
INGRAM SHALL NOT BE LIABLE TO PURCHASER), OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE, OR INJURY THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER, OR ANY OTHER PARTY, OF DELIVERABLES DELIVERED TO PURCHASER. IN NO EVENT SHALL INGRAM BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE TERMS AND CONDITIONS BY INGRAM, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE DELIVERABLES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT SHALL INGRAM BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH INGRAM'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR INGRAM’S SUPPLY OF DELIVERABLES HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL INGRAM HAVE ANY LIABILITY FOR ANY DELIVERABLES USED FOR AVIATION, MEDICAL, LIFESAVING, LIFE-SUSTAINING OR NUCLEAR APPLICATIONS.
8. COMPLIANCE TO U.S. EXPORT LAWS AND OTHER RELEVANT EXPORT CONTROL LAWS
Purchaser acknowledges that the Deliverables supplied hereunder may be subject to the controls of the United States Department of Commerce or other relevant export control laws, and that the Deliverables may require authorization prior to export, re-export or transfer in-country. Specifically, purchaser agrees that it will not directly or indirectly export, re-export, transfer in-country or otherwise distribute Deliverables, or direct Deliverables thereof, in violation of any export control laws or regulations of the United States. Purchaser warrants that it will not export, re-export or transfer in-country any Deliverables with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Purchaser has obtained prior approval from the Department of Commerce or other relevant authorities. Purchaser further warrants that it will not export, re-export or transfer in-country directly or indirectly, any Deliverables to embargoed countries or sell Deliverables to companies or individuals listed on the Denied Order issued by the United States.
9. COMPLIANCE TO ANTI-CORRUPTION LAWS
Purchaser must comply with all anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and all laws in the country(ies) within which Purchaser operates. Purchaser and its owners, partners, shareholders, officials, directors or employees, or any of its representatives, has not made, and will not make, any direct or indirect payment, offer to pay, or authorization to pay, any money, gift, promise to give, or authorization of the giving, of anything of value to any government official, a political party or a party official, or any candidate for political office, or the immediate family of any such official or candidate, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Purchaser or Ingram in obtaining or retaining business, or securing an improper advantage. Purchaser
will indemnify and hold Ingram harmless from and against any claims of any nature arising out of or relating to a violation of any of the stipulations of the prior paragraph.
10. MANUFACTURER, PUBLISHER, AND SUPPLIER RESTRICTIONS
All Deliverables delivered to Purchaser hereunder may have additional restrictions on their use required by the manufacturer or publisher. Purchaser is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any supplier prohibits Ingram from selling specific Deliverables to Purchaser, then Ingram reserves the right not to sell such Deliverables to Purchaser.
11. CHOICE OF LAW/CHOICE OF FORUM
These terms and conditions (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the laws of the Republic of Singapore, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these terms and conditions exclusively in, and hereby submits to the jurisdiction of the Republic of Singapore. The courts situated in Singapore will
have non-exclusive jurisdiction and venue over any dispute or controversy that arises out of these terms and conditions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these terms and conditions.
All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and may be given by (i) personal delivery to an officer of the party, (ii) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (iii) facsimile subsequently to be confirmed in writing pursuant to item (ii) above. Notices to Ingram shall be sent to: Ingram Micro Asia Ltd, 205 Kallang Bahru #04-00, Singapore 339341 Attn: Legal Department.
13. BINDING EFFECT/ASSIGNMENT
These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign its rights and/or duties under these terms and conditions without the prior written consent of the other party given at the other party’s sole option. Any such attempted assignment shall be void. Notwithstanding the foregoing, Ingram may assign any purchase order received from Purchaser to a subsidiary or affiliate upon notice to Purchaser.
14. PARTIAL INVALIDITY
If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
15. NO WAIVER
Failure or delay of Ingram to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.
The captions used herein are for reference purposes only and shall have no effect upon the construction or interpretation of any provisions herein.
Written notice must reach Ingram 2 weeks prior to commencement date.
Full course fee will be billed for no show or cancellation made in less than 2 weeks/14 calendar days before the start date of the class. Ingram reserves the right to cancel/postpone the course at its discretion.
These terms and conditions, as published on Ingram’s Web site located at www.ingrammicro.com.sg at the time of sale are the official terms and conditions of sale between Ingram and Purchaser and may be amended from time to time without prior notice at Ingram's sole discretion.