1. AGREEMENT. 

 By placing an order (via purchase order or otherwise)  in connection with the quote (“Quote”) provided to the purchaser ("Purchaser"), Purchaser accept the Quote and  the terms and conditions set forth below, and agree that the same shall constitute a valid and binding contract (the “Agreement”) between Purchaser and Knowledge Computers Ltd. or any Knowledge Computers entity including Knowledge Computers Pte Ltd. or Knowledge Computers Inc. (“Knowledge Computers”). 

2. PURCHASE AND SALE OF EQUIPMENT

Knowledge Computers  will sell to Purchaser, and Purchaser will purchase from Knowledge Computers, the personal property (the “Equipment”) shown on the Quote for the total sales price (the “Sales Price”) specified thereon.

3.  PAYMENT

Upon placement of an order, Purchaser will pay to Knowledge Computers any deposit specified on the Quote.  Purchaser agree to pay to Knowledge Computers the unpaid balance of the Sales Price within the set terms of the Quote after delivery of the Equipment. Unless stated otherwise on the Quote, Purchaser will pay to Knowledge Computers all charges for transportation and transit insurance to the delivery location.  In any event, Purchaser are responsible for payment of all rigging and drayage charges, structural alterations, rental of heavy equipment and other expenses necessary to place the Equipment at the desired installation site.

Purchaser also agree to pay any applicable taxes, fees or other charges (together with related interest and penalties not arising solely from Knowledge Computers' negligence) imposed or assessed with respect to the Sales Price or other charges paid hereunder, or on the Equipment.  This includes all sales taxes, but not taxes based upon Knowledge Computers' net income.

Knowledge Computers will invoice Purchaser for the Sales Price.  However, receipt of an invoice is not a condition to timely payment.  Payment will be made in the currency specified in the Quote to Knowledge Computers' address set forth in the invoice or to such other place as Knowledge Computers may designate in writing.  Any payment not made by the due date will accrue interest, from the due date and until it is paid, at the lower of 30% simple interest per annum or the maximum rate allowed by law.

4. DELIVERY AND INSTALLATION

Knowledge Computers will arrange delivery of the Equipment and use reasonable efforts to meet the estimated shipment date specified on the Quote.  If a date is not specified, delivery will be made on such date as is consistent with Equipment availability and Knowledge Computers' normal business practices.Purchaser agree to accept delivery of Equipment upon its arrival at the delivery location, and to furnish all labor required for unpacking and placing the Equipment in the desired location at the installation site.  Unless stated otherwise on the Quote, Purchaser are responsible for all set-up and installation of the Equipment.  If Knowledge Computers is responsible for installation, Purchaser will allow Knowledge Computers or its designee to perform such work commencing upon delivery of the Equipment or as otherwise agreed. If the delivered Equipment includes features not specified on the Quote, other than standard features generally provided by the manufacturer at no extra cost, Knowledge Computers will have the right to remove or deactivate such features at its expense at a mutually convenient time.

5. LICENSED SOFTWARE

Any software listed on the Quote  will be subject to Purchaserr separate license agreement with the owner or distributor ("licensor") except as the agreement may conflict with the terms of this Agreement.  Purchaser will comply with all nonconflicting terms and look solely to the licensor for satisfaction of all claims and warranties relating to the software.

6. TITLE AND RISK OF LOSS

Purchaser will receive title to the Equipment (excluding any software), free and clear of all encumbrances, upon full payment of the Sales Price.  Knowledge Computers will be responsible for all risk of loss and damage to the Equipment (other than due to Purchaserr negligence or willful misconduct) on all items that Knowledge Computers arranges transportation on until delivery of the Equipment to the loading dock at the designated delivery location.  After that, Purchaser will be responsible for insuring the Equipment. For all items that are transported under the purchaser's account or specific instruction, then the purchaser accepts full responsibility of losses and damages of products.

7. UPGRADE OF EQUIPMENT

If the Equipment consists of a feature, device or model upgrade for other equipment (an "Upgrade"), all parts removed as part of the Upgrade will become the property of Knowledge Computers unless otherwise stated on the Quote.  Purchaser will be responsible for assuring the delivery of such removed parts to Knowledge Computers, in good working order and with good and clear title, upon installation of the Upgrade, but in no event later than ten days after Purchaserr receipt of the Equipment.

8. WARRANTIES

Unless stated otherwise on the Quote, Knowledge Computers warrants that the Equipment will be free from defects in materials and workmanship for a period of thirty (90) days following delivery. Knowledge Computers MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY OF THE EQUIPMENT TO ANY SPECIFICATION, LAW, RULE OR REGULATION.

9. DEFAULT

If Purchaser breach any of Purchaser obligations under this Agreement Knowledge Computers may, at its option and without notice declare Purchaser in default and (a) terminate the Agreement; (b) take possession of the Equipment without court order, posting of bond or other process and without liability for damages; (c) retain any deposit as liquidated damages; and (d) exercise any other remedies available to it at law or in equity, including without limitation those remedies available under the Uniform Commercial Code.  Purchaser agree to pay Knowledge Computers upon demand all costs and expenses (including reasonable attorneys' fees) incurred by Knowledge Computers in enforcing its rights under this Agreement.

10. LIMITATION OF LIABILITY

Purchaser agree that Knowledge Computers will not be liable, to any extent whatever, for the selection, merchantability, suitability, fitness, operation or performance of the Equipment or the results obtained.  Under no circumstances will Knowledge Computers be liable for any third party claims against Purchaser for losses or damages or for any special, incidental or consequential damages (including lost profits or savings), even if Knowledge Computers is informed of their possibility.  In any event Knowledge Computers' liability will not exceed the Sales Price for the Equipment.

11. FORCE MAJEURE

Except for any payment obligation, neither Purchaser nor Knowledge Computers will be responsible for any delay or failure in performance caused by fire, explosion, war, strike, embargo, governmental requirement, civil or military authority, Act of God, act or omission of carriers or suppliers or other similar causes beyond Purchaserr or Knowledge Computers' respective control.

12. ASSIGNMENT

Purchaser AGREE NOT TO ASSIGN, TRANSFER OR DISPOSE OF ALL OR ANY PART OF Purchaser RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT  WITHOUT Knowledge Computers' PRIOR WRITTEN CONSENT.  ANY ATTEMPT TO DO SO WITHOUT SUCH CONSENT IS VOID.  Subject to the foregoing, this Agreement will inure to the benefit of and is binding upon Purchaserr and Knowledge Computers' respective successors and assigns.

13. GENERAL

This Agreement is the complete agreement regarding the Equipment  and replaces any prior oral or written communications between Purchaser and Knowledge Computers.  Once accepted by Purchaser, any reproduction of this Agreement made by a reliable means (such as a photocopy or facsimile) will be considered an original binding agreement and all Equipment listed on the Quote will be subject to this Agreement.  Additional or different terms in any purchase order or other written communication from Purchaser are void unless Knowledge Computers specifically accepts such terms in writing.  Failure to object to such terms or the referencing of a purchase order number in connection with a delivery or an invoice will not be deemed an agreement to such terms. Any notice, request, consent or approval required or given under this Agreement to be effective must be in writing and will be deemed effective upon receipt, or if delivery is refused then on the date sent, if mailed postage prepaid by certified mail, return receipt requested, to Knowledge Computers (attention: "President") at its address appearing at the top of the Quote.  Either Purchaser or Knowledge Computers may change its notice address by notice given in accordance with this provision. All information provided to Knowledge Computers is non-confidential.  If Purchaser require the exchange of confidential information, it will be made under a signed Knowledge Computers confidentiality agreement. Authorized returns will be subject to a twenty five percent restocking fee.

Purchaser REPRESENT THAT THE ACCEPTANCE, DELIVERY AND PERFORMANCE OF THIS AGREEMENT (i) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR OTHER ACTION ON Purchaser PART, (ii) DO NOT REQUIRE THE CONSENT OF ANY THIRD PARTY EXCEPT SUCH AS HAS BEEN DULY OBTAINED, AND (iii) DO NOT AND WILL NOT CONTRAVENE ANY LAW, RULE, REGULATION OR ORDER NOW BINDING UPON Purchaser OR Purchaser CHARTER, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS.  Purchaser FURTHER REPRESENT THAT THIS AGREEMENT WILL CONSTITUTE Purchaser LEGAL, VALID AND BINDING AGREEMENT ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.  Purchaser HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT WILL BE DEEMED TO HAVE BEEN MADE IN THE PROVINCE OF BRITISH COLUMBIA IN CANADA AND WILL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF BRITISH COLUMBIA AND CANADA WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICT OF LAW OR CHOICE OF LAW.  ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE COMMENCED IN ANY PROVINCE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE PROVINCE OF BRITISH COLUMBIA.