Upon acceptance of a Purchase Order issued by SERMAX, you are deemed to have agreed to our Purchase Order Terms and Conditions herewith, where the terms “You”, “Your, “you” and “your” refer to the selling party while SERMAX is the buying party.

Seller’s Invoice

1. Your invoices must contain SERMAX Purchase Order number and a full description of the goods/services, the quantity, unit price and total price, currency and the delivery address.
2. Your invoices must clearly state the payment method, instruction and other relevant payment details.
3. The date of your invoice shall not be earlier than the date of delivery of the relevant goods/services.

Payment

1. Your valid invoices will become due for payment on such dates that is indicated in the SERMAX Purchase Order. If not indicated, payment shall be upon 90 days from the date of receipt of your valid invoice.
2. Where applicable, a signed copy of a Delivery Order must be attached to your invoice.
3. SERMAX shall not entertain any invoice that is not linked to a valid SERMAX Purchase Order and signed Delivery Order.

Rescheduling or Cancelation

1. You shall accept any rescheduling or order item changes which SERMAX notifies you if such changes are notified to you not less than 5 days from delivery date.

Title and Risk

1. All title and risk in goods will pass to SERMAX free of all liens and encumbrances upon SERMAX acceptance of the goods delivery.

Indemnity

1. You will indemnify, save harmless and defend SERMAX, its affiliates and customers from and against any and all claims, demands, actions, proceedings, losses, expenses, costs , liabilities, or damages including, without limitation, reasonable legal fees and expenses, costs related to recalls, epidemic failures, down time, scrap, and liquidated damages claimed by SERMAX’s customers a result of your negligent act or omission or willful misconduct, (including your employees, representatives, agents or subcontractors) relating to the SERMAX Purchase Order.
2. You will indemnify, save harmless and defend SERMAX, its affiliates and customers from and against any and all claims, demands, actions, proceedings, losses, expenses, costs, liabilities, or damages including, without limitation, reasonable legal fees and expenses, costs related to any breach of your representations, warranties or obligations under the SERMAX Purchase Order or any actual or alleged infringement by the sale or use of the goods of any intellectual property rights of any other person.

Confidentiality

1. You agree to maintain and protect the confidentiality of all Confidential Information, defined as any information not generally known in the relevant trade or industry. You agree not to disclose Confidential Information to any third party except as required by law or with permission from the disclosing party.

Compliance to Laws and Regulations.

1. You will comply with all applicable export control laws and regulations, including by obtaining all necessary export licenses.
2. Upon SERMAX’s request, you agree to provide any reasonable assistance to enable SERMAX to perform any activity required by any relevant government or agency for the purpose of complying with laws and regulations.

Ethical Business

1. You agree and commit to provide your goods/services to SERMAX in an ethical and legal manner.
2. You will comply to the Personal Data Protection Act 2010 and its amendments.
3. You shall comply to all regulatory and legal compliance including human rights.
4. You shall ensure that your goods do not contain prohibited substance and material that conflicts with the compliance of any Environment Act, law and regulation such as the U.S Dodd-Frank Act and the Restriction of Hazardous Substance (RoHS).
5. You agree and commit to comply with SERMAX Supplier Ethics Policy in Appendix A, which SERMAX reserves its rights to update and amend from time to time.

Supplier Ethics Policy

1. Purpose

This policy serves as a guide and reference to all SERMAX suppliers, vendors and business associates collectively known as “Supplier” in this document. This policy provides guidelines in ways of how to conduct business with SERMAX with honesty and integrity without compromising efficiency and effectiveness.

It is compulsory for all Suppliers to read this policy, and understand the expected conducts to act at all times with the utmost integrity and objectivity as a SERMAX business partner.

2. Code of Conduct
A) General Conduct and Behaviour B) Anti-Competition C) Anti-Bribery and Anti-Corruption D) Product and Service Quality E) Conflict of Interest F) Confidentiality