SOMOTNE HCM Co., Ltd
Standard Terms and Conditions

VAT – Products and Services
The amount stated as payable to SOMOTNET HCM Company Limited (“Price”) in this quotation/proposal/tender/debit note/red invoice is inclusive of existing VAT, duties and government charges imposed or levied in Vietnam in connection with the supply of the Products or Services. Customer shall be liable for any new VAT, duties or charges imposed subsequent to this document in respect of the supply of Products or Services unless stated otherwise.

Terms and Conditions of Supply
SOMOTNET HCM Company Limited (“SMNET”) agrees to supply goods (“Products”) and/or services (“Services”) to the Customer on these standard terms and conditions (“Terms”). All Products and Services are supplied on these Terms. Commercial contract and purchase orders (“Purchase Orders”) for Products or Services will constitute an offer by the Customer and may only be accepted by SMNET in writing. Any amendments to Purchase Orders for Products or Services previously accepted by SMNET must be approved by SMNET in writing. Terms and conditions attached to or incorporated in a Purchase Order do not form part of the agreement between the parties where they are inconsistent with these terms in writing. Payment terms may vary from 0 to 30 days subject to a credit approval by SMNET. Once approved, the payment term is strictly from the date of debit note or earlier if specified on debit note. Goods will be debit noted on delivery. Services will be debit
noted as prescribed in the documents describing the Services to be supplied. Any amount not paid on the due date for payment will carry interest from that date until payment is made in full at the rate of 1% per month overdue. SMNET makes no warranty in relation to the Products other than as provided by their respective manufacturers as made known to the Customer in the documents supplied by SMNET or the manufacturer or as otherwise published or made known to the Customer.

Delivery, Returns and Insurance
SMNET will use its reasonable endeavours to deliver Products or Services to the Customer on the date agreed during the Customer’s normal business hours, but will not be liable for any delays in such delivery caused as a result of matters beyond its control. Products returned will only be credited in full to the Customer’s account if received by SMNET in the same condition as initially delivered by SMNET to the Customer and received by SMNET within 7 days of initial delivery and acceptable by our suppliers. Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of: delivery to the Customer; the taking of possession by the Customer; and the delivery to any carrier (who will be deemed to be agent of the Customer) for delivery to the Customer.

Ownership
Until the Products have been paid for in full, they remain the property of SMNET. If the Customer fails to pay any moneys to SMNET when due, SMNET may immediately without notice or demand enter upon the Customer’s premises and take possession of the Products. This right is without prejudice to any other rights that SMNET may have. Software will be licensed to the Customer on the terms of the relevant licence agreement provided with the Product or as otherwise agreed between SMNET and the Customer in writing.

Confidentiality
SMNET and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by SMNET or the Customer.

Intellectual Property
The Customer acknowledges that all intellectual property rights arising out of the provision of Services by SMNET (including any intellectual property rights in any software written by or on behalf of SMNET and any discoveries, inventions, patents or designs) are and will remain the property of SMNET. The Customer agrees to do all things necessary, at SMNET’s request, to effect an
unconditional and irrevocable assignment of any intellectual property rights referred to in this clause.

Termination
Where the Customer:
makes default in any payment or breaches any of these Terms;
becomes unable to pay its debts as and when they fall due; or
commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up,
SMNET may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:
suspend further deliveries and require payment in advance for all such deliveries;
recover possession of any Product for which payment has not been made;
terminate all or any Purchase Orders for Products or Services which have been accepted by SMNET;
claim immediate payment of all moneys due by the Customer in respect of all Products and/or Services which will then
be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by SMNET; and/or
continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.

No representations
The Customer acknowledges that SMNET has not made any warranty or representation, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to SMNET or not).

Implied Terms
To the fullest extent permitted by law, the parties agree to exclude any terms, which would otherwise be implied into these Terms by any statute. The liability of SMNET for a breach of a condition or warranty implied into this agreement is limited at the option of SMNET:
– if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and
– if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.

Limitation of Liability
SMNET will not be liable to the Customer for any damages for loss of profits, opportunity, revenue, data or use or corruption of data arising out of or in relation to the supply of Products and/or Services, even if SMNET knew or should have known of the possibility of such loss or damage or whether damages are claimed in contract, negligence or other tort or statute.

SPAM Act
In accordance with any Spam Act imposed by the government of Vietnam and the Australian Spam Act 2003, by agreeing to these terms you consent to you and/or your organization receiving electronic correspondence from SMNET and their authorized 3rd parties in relation to promotions, invitations, brochures, newsletters, surveys etc. If you wish to unsubscribe from receiving such electronic correspondence then please email unsubscribe@smnet.vn

Staff Engagement
The customer acknowledges and agrees that it, its subsidiaries and its agents, cannot employ or engage in the service(s) of any SMNET staff, whether permanent, part-time or contractor, within twelve (12) months of:
– the staff’s termination/resignation/expiration of employment contract with SMNET; and/or
– the termination/expiration of this agreement between the customer and SMNET.

Variation
Any variation to these Terms must be in writing.

General
All notices must be in writing and sent by mail, hand delivery or transmitted by facsimile to the address or facsimile number of the receiving party.
No leniency, indulgence or extension of time granted by SMNET to the Customer will prejudice any of SMNET’s rights in any way or constitute a waiver of any of SMNET’s rights. If any of these Terms are for any reason declared to be or become unenforceable, invalid or illegal, the remaining terms will remain in full force and effect.

English