1. GENERAL

​ ​​1.1 In these terms and conditions of sale (“Conditions”) the following words have the meanings shown:

​ ​“Buyer” means the person, firm or company purchasing Goods and/or Services from MICOMPTEK NEXUS CORPORATION;

​ ​“Contract” means any agreement between MICOMPTEK and the Buyer for the purchase of Goods and/or provision of Services from/by MICOMPTEK NEXUS CORPORATION;

​ ​“Goods” means goods manufactured by MICOMPTEK and purchased by the Buyer on the terms of this Contract.

​ ​“MICOMPTEK” means Micomptek Nexus Corporation.

​ ​“Personnel” means the employees, servants, directors, agents, consultants or other personnel of MICOMPTEK or any of their subcontractors; and

​ ​“Services” means the services to be supplied by MICOMPTEK under or in relation to the Contract.

​ ​“Principal” means manufacturer

​ ​1.2   Headings do not affect the interpretation of these Conditions.

2. MAKING THE CONTRACT

​ ​2.1  Any written quotation, estimate and/or advertised price for the Goods and/or Services shall be an invitation to treat and no binding contract shall be created by placing an order on MICOMPTEK’s website or otherwise until MICOMPTEK has sent an acknowledgement of order to the Buyer or (if earlier) MICOMPTEK delivers the Goods or provides the Services to the Buyer, whereupon a Contract shall be formed. In the event that MICOMPTEK has not provided an acknowledgement of order these Conditions, provided the Buyer shall have had prior notice of them, shall nonetheless apply to the Contract. 

​ ​2.2       Any order shall be accepted entirely at the discretion of MICOMPTEK. MICOMPTEK reserves the right to reject any order in whole or in part for any reason, including where the Buyer fails the credit approval process of MICOMPTEK, or exceeds its available credit limit with MICOMPTEK, or the Goods and/or Services ordered are not available. Where the Goods and/or Services ordered are not available, MICOMPTEK will inform the Buyer accordingly and may recommend a replacement. If the replacement is accepted by the Buyer, this will constitute a binding order for the replacement Goods and/or Services and MICOMPTEK will deliver the replacement Goods and/or Services to the Buyer.

​ ​2.3       Any quotation made by MICOMPTEK is given subject to these Conditions and is valid for 30 days from its date (or until any other date shown on the quotation), provided that MICOMPTEK has not previously withdrawn it.

​ ​2.4       Unless agreed otherwise in writing, these Conditions shall be incorporated in the Contract to the exclusion of all other terms, conditions, or other representations. Any other general terms, conditions, or other representations of the Buyer, even if they are known, are expressly excluded and rejected. These Conditions shall furthermore provide the basis for all future transactions regarding the sale of Goods and/or provision of Services by MICOMPTEK.

​ ​2.5       These Conditions shall prevail unless expressly amended in writing and signed by two authorized representatives on behalf of MICOMPTEK.

3. DESCRIPTION OF GOODS AND SERVICES

​ ​3.1       The quantity, quality, description of and any specification for the Goods or Services shall be as set out in MICOMPTEK's acknowledgement of order or, in its absence, MICOMPTEK's quotation.

​ ​3.2       All descriptive matter, specifications and advertising issued by MICOMPTEK, and any descriptions, details or illustrations contained in MICOMPTEK’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them and they will not form part of the Contract unless otherwise agreed in writing.

​ ​3.3       MICOMPTEK reserves the right, without liability to the Buyer, to make any changes in the specification of the Goods and/or Services which are required to conform with any applicable national and/or EU laws, regulations and/or safety requirements or which do not materially affect the quality or performance of the Goods and/or Services.

​ ​3.4       No statement, description, information, warranty, condition, or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the Personnel shall be construed to vary in any way any of these Conditions under the Contract unless otherwise agreed in accordance with section 2.5 above.

4. PRICE

​ ​4.1        Subject to section 4.2 below, the price payable for Goods and/or Services shall, unless otherwise stated by MICOMPTEK in writing and agreed on its behalf, be the list price of MICOMPTEK current at the date of dispatch and, in the case of an order for delivery by instalments, the price payable for each instalment shall be MICOMPTEK’s current list price at the date of the dispatch of each instalment.

​ ​4.2        Unless otherwise agreed in writing, MICOMPTEK’s prices may be subject to increase due to factors such as change in law or the interpretation thereof, inflation, wages, production cost, exchange rate fluctuations, materials, or other costs since the date of MICOMPTEK’s quotation or, if no quotation is issued, the Buyer’s order. MICOMPTEK accordingly reserves the right to adjust the invoice price payable by the amount of any increase in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original Contract price.

​ ​4.3        All prices are exclusive of value added tax and all other sales taxes that may be mandated by law. The Buyer shall indemnify MICOMPTEK from any liabilities that may arise due to subsequent use or sale of the Goods and/or Services by the Buyer.

​ ​4.4        MICOMPTEK shall be entitled to invoice the Buyer by post, by courier or email for the price of the Goods and/or Services in Philippine Pesos or such other currency as MICOMPTEK shall agree in writing.

​ ​4.5        MICOMPTEK has the right to invoice the Buyer for the costs of any packaging, transportation of the Goods or any additional costs resulting from any other alteration made by or requested in written form by the Buyer on or at the time of delivery or upon notification by MICOMPTEK that the Goods are awaiting collection. Any such additional costs may be invoiced by MICOMPTEK in Philippine Pesos or such other currency as MICOMPTEK shall agree in writing.

5. CARRIAGE AND INSURANCE

​ ​5.1       Unless expressly agreed otherwise in writing, MICOMPTEK shall have no obligation to whatever might happen to the Goods during shipment.

6.  ADDITIONAL COSTS

​ ​6.1       The Buyer agrees to pay for any loss or extra costs above the quoted price for the Goods or Services which are directly or indirectly incurred by MICOMPTEK through the Buyer’s instructions or lack of instruction or through failure or delay in taking delivery or through any act or default on the part of the Buyer, its servants, or agents.

​ ​6.2       Without prejudice to any other rights and remedies which MICOMPTEK may have, if the Goods are submitted to MICOMPTEK or its Personnel for repair, MICOMPTEK shall have a general lien on the Goods in respect of all debts owed by the Buyer to MICOMPTEK (including the costs of the repair), and if the Goods are not collected and paid for by the Buyer within 5 months of the Buyer being informed that the Goods are ready for collection, the Buyer agrees that MICOMPTEK shall be entitled after 14 working days’ notice to the Buyer to dispose of the Goods as MICOMPTEK thinks fit.

7. TERMS OF PAYMENT

​ ​7.1        Unless agreed otherwise in writing, all payments due under any Contract must be made by the Buyer within 30 days of the date of the invoice sent by MICOMPTEK to the address provided by the Buyer.

​ ​7.2       The Buyer shall not be entitled to exercise any set off, lien or any other similar right or claim unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by MICOMPTEK to the Buyer. MICOMPTEK may set off any claim of any kind whatsoever which the Buyer may have against MICOMPTEK under the Contract or any other contract or otherwise howsoever against any sum which would otherwise be due from the Buyer to MICOMPTEK under the Contract or any other contract otherwise howsoever.

​ ​7.3        If the Goods or Services are delivered / provided in instalments, MICOMPTEK shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in accordance with section 7.1 above in respect of each invoice.

​ ​7.4        Any failure by the Buyer to either pay any due instalment in accordance with this Contract or failure to give delivery instructions in respect of any Goods or Services shall cause the whole of the price for Goods and Services already manufactured or provided at the time of such a default, to become due forthwith without any notice.

​ ​7.5        Prompt payment shall be a condition precedent to future deliveries of the Goods / provision of Services due under any Contract.

​ ​7.6       Should the Buyer decide to cancel, a penalty amounting to Eighty (80%) percent of the total contract price of the order shall be paid once the purchase order was issued and/or notice to continue and/or upon confirmation of this proposal signed by duly authorized representative of the company and or in his own personal capacity. Cancellation of orders shall not be honored once the items are already ordered from the manufacturer.

​ ​7.7  In case of default on payment of invoice, PO or Contract of Lease price, or any part thereof, as either falling due, Client shall pay interest at the rate of 1.5% per month from date of default up to the time of payment in full hereof.

​ ​7.8  Should the case be referred for collection to an attorney, Micomptek Nexus Corporation. in addition to such sums as are recoverable under the actionable amounts and this Agreement, pay an amount of not less than 25% of the amount as attorney’s fees, cost of litigation, expenses and such other expenses, penalties and damages as the law may entitle Micomptek Nexus Corporation. under the circumstances.

​ ​7.9 Placing an order with Micomptek Nexus Corporation. would entail that you approve and follow the Terms and Conditions set forth.

​ ​7.10       When applicable, the Buyer shall provide MICOMPTEK with the required Certificate of Withholding Tax (CWT), BIR Form 2307, as required by the Bureau of Internal Revenues with all payments.

8. DELIVERY OF GOODS

​ ​8.1        The period for delivery shall be the period within which the Goods are intended to be dispatched from MICOMPTEK’s premises and shall be calculated from the date of the receipt by MICOMPTEK of the Buyer’s order or the date of receipt of all necessary information to enable MICOMPTEK to manufacture or procure the manufacture of the Goods, whichever shall be the later, and the Buyer shall take delivery of the Goods within such a period. If no period is stipulated by MICOMPTEK, then delivery will be such time after receipt of instructions as MICOMPTEK thinks reasonable.

​ ​8.2    Any charges shall be mutually agreed in writing by MICOMPTEK and the Buyer.

​ ​8.3 Unless agreed otherwise in writing, all times or dates given for delivery of the Goods are given in good faith and time for delivery shall not be of the essence.  MICOMPTEK shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods. 

​ ​8.4 Without prejudice to the warranties in section 11 below, no liability for non-delivery, loss of or damage to the Goods occurring post-delivery or for any claim that the Goods are not in accordance with the Contract will attach to MICOMPTEK, unless claims to that effect are notified in writing by the Buyer to MICOMPTEK (and in the case of claims for non-delivery, loss or damage with a copy to the carrier if MICOMPTEK’s own vehicles have not been used to deliver the Goods):

​ ​ ​8.4.1 immediately in case the loss of or damage to the Goods occurred in transit or upon delivery provided that the relevant loss or damage is expressly mentioned on the consignment note;

​ ​ ​8.4.2 within 30 days of delivery of the Goods in the case of defective Goods; or

​ ​ ​8.4.3 within 15 days of delivery of the Goods for any other noncompliance with the Contract.

​ ​8.5 If the Buyer fails to give notice in accordance with section 8.4 above, the Goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods and shall be bound to pay for the same accordingly.

​ ​8.6 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. For the avoidance of doubt, an electronic proof of delivery issued by MICOMPTEK shall be deemed acceptable to the Buyer.

​ ​8.7 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, MICOMPTEK may at its sole discretion store the Goods at the risk and cost of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof.

​ ​8.8 MICOMPTEK shall have the right to make delivery by instalments of such quantities of the Goods and at such intervals as it may decide. Any defect in any instalment shall not be a ground for cancellation of the remainder of the instalments and the Buyer shall be bound to accept further deliveries thereof.

9. RETURNS AND CANCELLATIONS

​ ​9.1 Subject to section 8.4 above, Goods supplied pursuant to the Contract cannot be returned without MICOMPTEK’s prior written authorization. Duly authorized returns:

​ ​ ​9.1.1 shall be sent to MICOMPTEK’s premises at the Buyer’s expense.

​ ​ ​9.1.2 may be subject to a handling charge of 20% of the value of the Goods; and

​ ​ ​9.1.3 must be in the same condition as originally supplied to the Buyer.

​ ​9.2 The Buyer may not cancel an order for Goods and/or Services including, but without limitation to, any Goods and/or Services that involve special requirements of the Buyer or determined by MICOMPTEK as custom-made once the order has been inputted into MICOMPTEK’s ordering system, without the prior written consent of MICOMPTEK.

10. SUPPLY OF SERVICES

​ ​10.1 MICOMPTEK shall provide the Services to the Buyer in accordance with the Contract applying reasonable skill and care. 

​ ​10.2 MICOMPTEK shall use its reasonable endeavours to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. MICOMPTEK shall not be liable for any loss whatsoever or howsoever arising caused by its failure to provide the Services on the due date. 

​ ​10.3 Where MICOMPTEK is to perform the Services at the Buyer’s premises, the Buyer shall:

​ ​ ​10.3.1 procure safe and unhindered access to the premises for all the Personnel to carry out the Services at all relevant times;

​ ​ ​10.3.2 ensure that all consents, permissions, or licences required to allow the Services to be provided are in place;

​ ​ ​10.3.3 ensure the provision of adequate power, lighting, heating, cooling and other such facilities or supplies required for the provision of the Services;

​ ​ ​10.3.4 provide adjacent to where the Services are to be provided storage for the materials required for the Services.

​ ​ ​10.3.5 ensure that the site where Services are to be provided are adequate for that purpose, clear and free from all health and safety hazards and possesses such facilities for the Personnel to comply with any applicable legislation and as MICOMPTEK shall reasonably require; and

​ ​ ​10.3.6 be responsible for the Personnel’s death or personal injury or damage to or loss of MICOMPTEK (and subcontractors and Personnel)’s property whilst on the Buyer’s premises except to the extent any such death or personal injury results from the negligence of MICOMPTEK or its subcontractors.

​ ​10.4 The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable forthwith: 

​ ​ ​10.4.1 when MICOMPTEK issues a written notice to the Buyer confirming such completion; or

​ ​ ​10.4.2 if MICOMPTEK is available to perform the Services but is prevented from doing so by reason of:

​ ​ ​ ​(a) the lack of relevant assistance from the Buyer (such as lack of availability of test components or parts from the Buyer); or

​ ​ ​ ​(b) the condition of the Buyer’s premises on the site at which the Services are to be provided and/or the facilities at or the services available at those premises at the time agreed for the provision of the Services; or

​ ​ ​ ​(c) the failure by the Buyer to comply with the Contract.

11. WARRANTIES

​ ​11.1 All goods and services warranty are subject to Terms and conditions of Principal.

12. BUYER’S RESPONSIBILITY

​ ​12.1 The selection of the Goods and/or Services suitable for the Buyer’s purposes depends on a range of factors. These factors include, but are not limited to, on-site conditions or other circumstances of the proposed application of the Goods known only to the Buyer. The Buyer is solely responsible for satisfying itself that the data supplied to MICOMPTEK on which information or recommendations made by MICOMPTEK are based is correct and that any assumptions made by MICOMPTEK to supplement that data are suitable for the Buyer’s purposes.

​ ​12.2 Any advice, representation or recommendation given by MICOMPTEK or Personnel to the Buyer or its employees or agents as to the Goods and/or Services, their fitting or use, or as to the incorporation or compatibility of the Goods with other goods, is therefore followed or acted upon entirely at the Buyer’s own risk and the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representation.  Accordingly, the Buyer must rely on its own judgement and if necessary seek expert advice in relation to the following:

​ ​ ​(a) the suitability and compatibility of the Goods for the intended use;

​ ​ ​(b) the training necessary for the Buyer and its employees;

​ ​ ​(c) the required level of ongoing maintenance for the Goods; and

​ ​ ​(d) the adequacy of the premises in which the Goods are to be used.

​ ​12.3 The Buyer acknowledges that it is responsible for ensuring it and its employees, agents, contractors and end-users of the Goods:

​ ​ ​(a) store, handle, use, construct, maintain, and repair the Goods at all times in accordance with good practice and in accordance with the Goods’ method statements and data sheets, as well as all other relevant safety, training, usage and maintenance instructions and guidelines supplied to the Buyer from time to time by MICOMPTEK or its Personnel and;

​ ​ ​(b) receive the necessary training in respect of Goods supplied;

​ ​ ​(c) in connection with the hiring of the Goods or the Goods being otherwise used by third parties, that the Goods are supplied in the original packaging including all method statements, data sheets, labelling and warnings as are supplied with the Goods by MICOMPTEK NEXUS CORPORATION;

​ ​ ​(d) use the Goods with the recommended safety equipment in accordance with all applicable method statements and data sheets, and other relevant MICOMPTEK safety, training, usage and maintenance instructions and guidelines supplied from time to time; 

​ ​ ​(e) comply at all times with all applicable workers’ health and safety laws and regulations, and all other relevant legislation in respect of the Goods and their usage.

​ ​12.4 The Buyer shall ensure and guarantee that no companies and persons blacklisted on the respective blacklists of the United States, the European Union, Switzerland or other competent jurisdictions / governments are supplied with products, information, software or technology without the legally required approval. The Buyer shall further guarantee that it does not intend to use any products, information, software and technology delivered by MICOMPTEK to the Buyer in or in connection with nuclear technology or weapons of mass destruction (nuclear, biological, chemical) or carriers thereof.

13. LIMITATION OF LIABILITY

​ ​13.1 Notwithstanding anything to the contrary under these Conditions or any Contract, this section 14 sets out the entire financial liability of MICOMPTEK (including any liability for the acts or omissions of its Personnel) to the Buyer in respect of:

​ ​ ​13.1.1 any breach of these Conditions. 

​ ​ ​13.1.2 any use made by the Buyer of any of the Goods or Services; or

​ ​ ​13.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

​ ​13.2 MICOMPTEK shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of turnover or revenue, loss of business, loss of production or opportunity, loss of data, depletion of goodwill or otherwise.

​ ​13.3 MICOMPTEK shall not be liable for any direct, indirect or consequential loss or damage howsoever arising. 

​ ​13.4 SUBJECT TO THE FOREGOING, MICOMPTEK’S TOTAL LIABILITY (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, MISREPRESENTATION OR OTHERWISE) UNDER OR IN CONNECTION WITH THE PERFORMANCE, BREACH OF STATUTORY DUTY OR CONTEMPLATED PERFORMANCE OF ANY CONTRACT, OR BASED ON ANY CLAIM FOR CONTRIBUTION OR INDEMNITY, SHALL NOT EXCEED A SUM EQUAL TO THE INVOICE PRICE UNDER THE CONTRACT. 

14. BUYER’ S INDEMNITY

​ ​14.1 The Buyer shall be liable for and indemnifies MICOMPTEK in respect of all damage or injury to any person or loss of or damage to any property and against all actions, demands, costs, charges, expenses or other loss suffered by MICOMPTEK arising:

​ ​ ​14.1.1 under any relevant statutes and/or regulations; and/or

​ ​ ​14.1.2 in respect of any act, omission, negligence, and/or breach of the terms of these Conditions or otherwise through the default of the Buyer.

​ ​14.2 Where Goods supplied by MICOMPTEK are used by a third party in a manner not previously agreed in writing by MICOMPTEK to be suitable, or in a manner not in accordance with these Conditions, including (but not limited to) section 13.3, MICOMPTEK shall not be liable for any costs, loss, damage, liability or expenses suffered or incurred by the Buyer or any third party arising directly or indirectly from or in respect of such Goods or such use (including for loss of revenue, profits, production, opportunity, business, goodwill and/or of any contract) and the Buyer shall indemnify and keep indemnified MICOMPTEK from and against all such costs, loss, damage, liability or expenses suffered or incurred by MICOMPTEK as a result of any claim or demand in respect thereof by any third party.

15. DEFAULT OR INSOLVENCY OF BUYER

​ ​15.1 In the event that:

​ ​ ​15.1.1 the Buyer shall be in breach of any of its obligations under the Contract;

​ ​ ​15.1.2 any distress or execution shall be levied on the Buyer’s property or assets; or

​ ​ ​15.1.3 the Buyer (an individual or partnership) shall make or offer to make any voluntary arrangement or composition with its creditors or become bankrupt or if any bankruptcy petition be presented against him;

​ ​ ​15.1.4 (if the Buyer is a company) the Buyer has an administrative receiver or administrator appointed or makes a voluntary arrangement with its creditors, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder, or the Buyer commences to be wound up; or

​ ​ ​15.1.5 the Buyer fails to pay its debts as and when they fall due; or

​ ​ ​15.1.6 such equivalent event in section 16.1.1 to section 16.1.5 occurs to the Buyer in its local jurisdiction;

MICOMPTEK at its discretion and without prejudice to any other right or claim may by notice in writing forthwith determine wholly or in part any and all of the other Contracts between MICOMPTEK and the Buyer or may (without prejudice to MICOMPTEK’s rights subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods and/or the supply of Services.

16. INTELLECTUAL PROPERTY

​ ​16.1 Any intellectual property created by MICOMPTEK in the course of the performance of the Contract or otherwise in the design, manufacture or supply of or otherwise in relation to the Goods or the provision of the Services shall remain the property of MICOMPTEK. Nothing in these Conditions shall be deemed to have given the Buyer a licence or any other right to use any of the intellectual property of MICOMPTEK.

​ ​16.2 All logos, trade name or trademarks (‘Marks’) owned or used by MICOMPTEK in the course of its business are the property of MICOMPTEK. MICOMPTEK reserves all intellectual property rights in relation to the use of such Marks. The Buyer may not use, or permit the use of, such Marks or any similar Marks without the prior written permission of MICOMPTEK.

17. FORCE MAJEURE

MICOMPTEK shall be entitled to delay or cancel delivery or to reduce the amount of the Goods and/or Services delivered if it is prevented from, hindered or delayed in manufacturing, obtaining or delivering the Goods and/or Services by normal route or means of delivery through any circumstances beyond its control including, but not limited to, epidemics and pandemics, acts of God, governmental actions, national emergency, acts of terrorism, protests, riot, civil commotion, strikes, lock-outs, other labour disputes (whether or not relating to either party’s workforce), accidents, war, fire, explosion, flood, epidemic, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery, shortage or unavailability of raw materials from normal source of supply, or restraints or delays affecting carriers.

18. EXPORT / IMPORT CONTROLS

​ ​18.1 If the delivery of Goods under a Contract is subject to the granting of an export or import license by a government or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, MICOMPTEK may suspend its obligations and the Buyer’s rights regarding such delivery under the Contract until such license is granted or for the duration of such restriction and/or prohibition, respectively, and MICOMPTEK may terminate the Contract, without incurring any liability towards the Buyer.

​ ​18.2 By accepting MICOMPTEK’s offer, by entering into any Contract and/or by accepting any Goods from MICOMPTEK, the Buyer agrees that it will not deal with the Goods and/or documentation related thereto in violation of any applicable export or import control laws and regulations.

19. WAIVER

The waiver by MICOMPTEK of any right or the failure by MICOMPTEK to exercise any right or to insist on the strict performance of any provision of this Contract shall not operate as a waiver of, or preclude any further exercise or enforcement of any other right or provision of this Contract. 

20. SEVERABILITY

If one or more of the provisions of these Conditions or the Contract are or will become invalid or unenforceable, or if one or more of the provisions of these Conditions or the Contract are or will become incomplete, the other provisions of these Conditions and the Contract will remain valid without limitation, save that the main obligations of the parties hereunder remain unaffected. Each invalid or unenforceable provision shall be replaced or completed by a valid and enforceable provision in such a way that the new provision closely reflects the legal and economic effects the parties have concurrently aimed at in the invalid or unenforceable provision.

21. THIRD-PARTY RIGHTS

A person who is not a party to this Contract has no right to enforce any term of this Contract.

22. ASSIGNMENT

The Buyer may not assign, transfer, sub-contract or in any way dispose of its rights or obligations under this Contract without the prior written consent of MICOMPTEK.

23. NOTICES

​ ​23.1 Any notice required to be served under this Contract shall be served on MICOMPTEK at its registered offices, the address of which may be notified to the Buyer by MICOMPTEK from time to time, and on the Buyer at the address notified to MICOMPTEK in its registration application by first class post, registered air mail or by email or facsimile. The Buyer is responsible for notifying MICOMPTEK in writing of any change of address, email address or fax number from those in the Buyer’s registration application. 

​ ​23.2 Any such notice served by post shall be deemed to have been served seven days after the date of dispatch. In the case of service by email, when the email is available to read in the recipient’s inbox and in the case of facsimile when the addressee’s machine acknowledges receipt thereof provided that a copy of the notice or communication is also put into the post in accordance with section 24.1 within 24 hours following dispatch of the initial version.

24. FAIR COLLECTION NOTICE – DATA PROTECTION 

​ ​24.1 MICOMPTEK shall comply with the provisions of the applicable data protection laws in relation to the processing of any data, including personal data, it obtains from the Buyer or from third parties with the Buyer’s consent, for example, credit reference agencies (“data”). MICOMPTEK shall comply with its online Privacy Policy when the Buyer purchases the Goods and/or Services from MICOMPTEK through MICOMPTEK’s website.

​ ​24.2 MICOMPTEK may process all data to enable MICOMPTEK to do business with the Buyer and for the specific purpose of selling the Goods and/or Services to the Buyer. MICOMPTEK will not retain any data for longer than necessary for the legally permissible purposes for which they were collected, as required under applicable retention policies and/or as required or permitted in accordance with applicable law.

​ ​24.3 Any data will only be used in connection with the Contracts and any other business MICOMPTEK conducts for the Buyer and for any other purpose required for the fair processing of the Buyer’s data or as agreed by the Buyer in a specific context. The Buyer may notify MICOMPTEK in writing to cease processing the data if it wishes MICOMPTEK to cease using any data which the Buyer has voluntarily given to MICOMPTEK.  In such circumstances, MICOMPTEK reserves the right to terminate the Contracts.

​ ​24.4 MICOMPTEK may disclose the Buyer’s data as required by law, including but without limitation, to prevent a crime, protect MICOMPTEK’s, its customers’, its employees’ or other third parties’ safety (such as for fraud protection purposes), discharge a statutory duty or as required by a binding order of a court, a law enforcement authority or a regulator. MICOMPTEK will carefully determine the permissibility of disclosing data in each such context, paying particular attention to the type of request, types of data affected and any impact that a disclosure of data would have on the data subject affected. Should MICOMPTEK decide to disclose data in such context it will also consider ways of reducing the scope of the disclosure, for instance by redacting the information provided. 

​ ​24.5 MICOMPTEK may share the Buyer’s data with other entities of the MICOMPTEK group of companies and with its business partners if there is a legitimate reason to do so and such sharing is legally permissible. 

​ ​24.6 MICOMPTEK may employ third-party service providers to perform certain functions on MICOMPTEK’s behalf and under its instructions. Examples include database management, computer maintenance services, web analytics, handling in-bound inquiries, delivering packages, sending postal mail and email, removing repetitive information from customer lists, analysing data, providing sales and marketing assistance, processing credit card payments, and providing customer service. Third-party service providers may for instance include IT companies, credit card processors, credit rating agencies or legal, financial and other advisors. 

​ ​24.7 As MICOMPTEK continues to develop its business, it might sell all or parts of its business. In such transactions, customer data (including the Buyer’s data) generally is one of the transferred business assets, but remains subject to the provisions stated herein, unless the Buyer consents otherwise.

25. CONFIDENTIALITY

The Buyer acknowledges that all trade and business secrets as well as all technical, commercial and financial data of MICOMPTEK disclosed to the Buyer by MICOMPTEK that are not public knowledge is the confidential information of MICOMPTEK. The Buyer shall not disclose any such confidential information to any third party without the prior written consent of MICOMPTEK and shall not use any such confidential information for any purpose other than as agreed between the parties in writing. The confidentiality obligation shall not apply if a disclosure is mandatory pursuant to applicable law or regulations. Prior to making a mandatory disclosure, the Buyer shall inform MICOMPTEK in writing of the need to make such a disclosure and the circumstances requiring it, and the parties shall discuss and agree in good faith upon appropriate means to protect MICOMPTEK’s interests.

26. ENTIRE AGREEMENT

The Contract sets out the entire agreement and understanding between the Buyer and MICOMPTEK in connection with the sale of Goods and the provision of Services and shall supersede and replace all documentation previously issued by MICOMPTEK purporting to set out its terms and conditions of sale of Goods and/or Services. The Buyer acknowledges that the Contract has not been entered into wholly or partly in reliance on, nor has the Buyer been given any warranty, statement, promise or representation by MICOMPTEK or on its behalf other than as expressly set out in the Contract. The Buyer agrees that the only rights or remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind the Contract which it might otherwise have had.

27. CHOICE OF LAW AND DISPUTE RESOLUTION

​27.1 This Contract shall be construed and governed in accordance with the laws of the Republic of the Philippines and all proceedings in connection herewith shall be brought in the appropriate courts of the Philippines. The application of the UN Convention on the International Sale of Goods is excluded.