TERMS AND CONDITIONS FOR SALE AND PURCHASE OF GOODS

Version updated on 28 August 2024. This version takes effect on 28 August 2024.

Welcome to the FPT International Telecom Company Limited’s (“FTI“) website. Please read carefully the FTI Terms and Conditions for Sale and Purchase of Goods (“General Terms“) set out below:

“Purchase Order” means a written agreement on the sale and purchase of goods (including but not limited to software licenses) established by the Customer and FTI using FTI’s purchase order form or the form specified by the Parties.

“Customer” means an individual or organization involved in a transaction on the sale and purchase of goods with FTI, specifically specified in the Purchase Order(s).

“Customer” and “FTI” are collectively referred to as the “Parties” or “two Parties” and are individually referred to as the “Party“.

Participation in the sale and purchase transaction specified in the Purchase Order shall constitute the Customer’s acceptance of the General Terms.

ARTICLE 1. OBJECT OF GENERAL TERM

The governing object of this General Term includes one, some, or all of the following objects: equipment, software license, equipment license, and supporting services for equipment and license, set forth in the Purchase Order(s).

Equipment and license are hereinafter collectively referred to as “Goods“.

ARTICLE 2. DELIVERY AND ACCEPTANCE OF GOODS

• Time and place of Goods delivery

• The time and place of Goods delivery are specified in the Purchase Order. FTI shall only deliver the Goods to the Customer after FTI receives the full deposit (if any) and payment guarantee certificate (if any) unless otherwise specified in the Purchase Order.
• In case the delivery time specified in each Purchase Order is not determined by a specific date, at least two (2) working days before the official date of the Goods delivery, FTI shall inform the Customer’s designated representative via email to prepare conditions for receiving the Goods.
• In case the Customer desires to change the time and/or place of Goods delivery, the Customer shall notify by email to FTI’s contact representative specified in the Purchase Order. FTI’s acceptance email of the proposed change will constitute an agreement between the two Parties to amend the delivery schedule specified in the Purchase Order and will be recorded in the Minutes on Delivery and/or Minutes on Acceptance. Costs incurred due to changes (if any) shall be borne by the Customer.
• Delivery of Goods

• FTI delivers the Goods to the Customer’s contact representative. In case the contact representative is absent, the alternative receiver must have an introduction letter of the Customer (with the company’s seal) and clearly write the full name, ID/Passport number, and title in the Minutes on Delivery. The Customer undertakes to be legally liable related to the delivery and receipt of goods and related documents conducted and signed by the Customer’s receiver.
• After the representatives of the two Parties have delivered and inspected the Goods under the requirements of the Purchase Order, the two Parties will sign the Minutes on Delivery of the Goods immediately afterward.
• CO, CQ (if any) will be provided by FTI to the Customer within 02 (two) – 03 (three) weeks from the date of full equipment delivery; the provision of CO and CQ does not affect the Customer’s payment obligations and schedule.
• Acceptance of Goods

• The provisions on the acceptance of Goods under Article 2.3 of this General Terms shall be applicable when each Purchase Order contains provisions of the service of Goods installation.
• After the two Parties deliver the Goods under Article 2.2 of this General Terms, FTI will proceed to install the Goods, and then the two Parties will jointly accept and sign the Minutes on Acceptance. In case the delivery and acceptance of the Goodes are conducted continuously and completed on the same day, the two Parties may sign a single “Minutes on Delivery and Acceptance” instead of signing each Minutes separately. In case the designated acceptance representative the Customer is absent, an alternative acceptance representative must have an introduction letter of the Customer (with the company’s seal) and clearly state the full name, ID/passport number, and title in the Minute on Acceptance. The Customer undertakes to be legally liable related to the acceptance and related documents conducted and signed by the designated acceptance representative of the Customer.
• Multiple deliveries

In case the list of Goods in a specific Purchase Order is delivered multiple times, each time the goods are delivered and accepted, the parties shall make a record of handover and the corresponding record of acceptance.

• Completion of Goods supply:

• The supply of Goods is considered to be completed and met the requirements when the two Parties sign the Minutes on Delivery or sign the Minutes on Acceptance (in case of installation of the Goods is required).
• The Minute of Delivery shall be signed on the date of delivery of the goods. The Minutes on Acceptance is signed on the day FTI completes the Goods installation.
• In case FTI has completed the delivery and/or installation of the Goods but the Customer does not sign the Minutes on Delivery, coordinate the acceptance, sign the Minutes on Acceptance without responding to FTI with a reasonable and legal reason for the delay in signing, the two Parties agree that the Minutes on Delivery and the Minutes on Acceptance are considered to have been agree on the date FTI conduct these Minutes, even though the signature of the Customer’s representative is not on these Minutes.

ARTICLE 3. DEPOSIT, PAYMENT

• Customers deposit/pay to FTI the value of the Purchase Order according to specific regulations in each Purchase Order.
• In case of late deposit/payment, the Customer must pay interest at the rate of 0.05% on the late deposit/payment amount for each day of late deposit/payment.
• Debt confirmation (only applicable when the Customer has debts with FTI)

Quarterly, FTI may send a hard copy of the Debt Confirmation Record or a scanned copy of the hard copy (signed by FTI’s authorized representative) (the “Record“) via the Customer’s address or email to the Customer’s contact representative for payment to provide a summary notification of the Customer’s debt status. The Customer is obliged to sign and send a hard copy or a scanned copy of the hard copy of the Record (signed by the Customer’s authorized representative) to FTI within 05 (five) days from the date of receipt of the Record. Past this time limit, if the Customer fails to send the Record to FTI and without plausible reasons, the Parties agree that the Record is considered to have been confirmed by the Parties even without the Customer’s signature.

• Adjustment of unit price, value of Purchase Order

Regardless of other terms in the General Terms and Purchase Order, when there is an adjustment from the supplier/manufacturer, FTI will notify the Customer of the adjustment to increase the unit price and/or value of the Purchase Order by up to 10% before the date FTI performs the initial delivery obligation. Within five (5) working days from the date the Customer receives the notice of the above adjustment, the Parties will renegotiate the unit price and/or the value of the Purchase Order, in case the Customer does not agree with this adjustment, the Purchase Order will be terminated under the provisions of Article 7.1.e of the General Terms.

ARTICLE 4. TITLE TO GOODS AND TRANSFER OF RISK

• Title to Goods

Title to the equipment is transferred from FTI to the Customer after FTI receives full payment of the value of the equipment specified in the Purchase Order. For software license and equipment licenses, the intellectual property rights of the license still belong to the manufacturer in all cases. The Customer undertakes not to take any act which may harm the intellectual property rights of the manufacturer to these licenses.

• Transfer of risk

The risk of damage or loss to the Goods will be transferred from FTI to the Customer from the moment the Goods are delivered to the Customer’s designated representative.

ARTICLE 5. RIGHTS AND OBLIGATIONS OF THE PARTIES

• Rights and obligations of the Customer
• Receiving the Goods as agreed in the Purchase Order, the Customer may not cancel the Purchase Order if there is no fault of FTI after the Purchase Order has been signed.
• Pay fully and promptly as prescribed in Article 3 of the General Terms and undertake to keep the value of the Purchase Order confidential.
• Use the Goods for the appropriate functions and purposes. Any case of abuse or misuse of the products of the Customer will be the sole Customer’s responsibility.
• Do not copy, distribute, resell, transfer, or sub-assign the license to any third party for use, or make the license available on an external or public distribution network.
• Do not modify, dissect, decode, decrypt, recompile, or create derivative products of licenses.
• Comply with the terms of use of the equipment, the license of the manufacturer, and the license owner.
• Closely supervise, coordinate, and facilitate FTI’s personnel to perform the process of installation of Goods as prescribed in the Purchase Order (if any).
• Rights and obligations of FTI
• Request the Customer to provide sufficient information for FTI to perform the Purchase Order.
• Warrant the equipment sold to the Customer according to the manufacturer’s policy (in case the manufacturer has regulations on the warranty of that type of equipment). The warranty period will follow the manufacturer’s regulations (detailed in the Purchase Order), calculated from the date of handover of the equipment or according to other agreements (if any).
• Technical Support Information Technical Support Hotline: 1900 6973 Email: FTI.Support@fpt.com Customer Care <For Southern customers> (028) 7300 2222 (ext 8910, 8913; 8916) <For Northern customers> (024) 7300 2222 (ext 4912, 4913, 4914)
• In any case that the Customer bears any losses from or related to the equipment and/or license provided by FTI under the Purchase Order, FTI’s damage compensation liability shall be limited to the corresponding purchase price of the equipment and/or the license fee paid by Customer to FTI in the preceding six (6) months of use. FTI shall not be liable to the Customer for any loss of revenue or profits, the expense for suspension, loss or damage to data, or any indirect, incidental, special, or consequential expense or loss regardless of the term set out in the Purchase Order, warranty policies, indemnification, or personal mistakes (including negligence).
• All complaints and damage compensation claims arising out of or in connection with the Purchase Order will be made by the Customer within thirty (30) days from the date of the occurrence of the complaints or compensation circumstances. Beyond the above time limit, if FTI does not receive the request, FTI shall be exempt from the compensation liability for such complaints or compensation circumstances.

ARTICLE 6. FORCE MAJEURE EVENTS

• Either Party shall not be responsible to the other Party for any delay or failure to perform its obligations under the Purchase Order due to the influence of a force majeure event, including but not limited to the war, changes in laws and policies of the Vietnamese authorities, fires, natural disasters, epidemics, incidents of telecommunications infrastructure systems that are not covered within the scope of provision by the Purchase Order, network systems are unauthorizedly penetrated and subjected to distributed denial of service (DDoS) attacks, serious material shortages of source of supplies, a breakdown in supply chains or cessation of production of goods (certified by the manufacturer), geopolitical upheavals or other events that a Party cannot control or prevent and that are the cause of the failure to perform the obligations of the Affected Party. When a force majeure event occurs, the Affected Party shall conduct the following actions as soon as practicable: notify the other Party about the event, the time of its occurrence, and the anticipated consequences, and carry out all reasonable measures to minimize the consequences of the event.
• If a Party’s obligations are delayed or prevented from performing for at least thirty (30) consecutive days, the Unaffected Party shall have the right to unilaterally terminate the Purchase Order by giving the written notice before ten (10) days from the intended termination date. The Purchase Order shall be terminated on the date specified in the notice if there is no complaint to the termination of the Purchase Order.

ARTICLE 7. PURCHASE ORDER TERMINATION

• A Purchase Order shall be terminated when:

• the two Parties complete their obligations and responsibilities arising from the Purchase Order;
• the two Parties agree to terminate the Purchase Order in writing;
• a Party breaches any obligations under the Purchase Order and the General Terms but fails to remedy the breach within fifteen (15) days from the date the non-breaching Party sends a written notice of the breach and a request for remedial action;
• due to the force majeure event under Article 6 of the General Terms;
• the case specified in Article 3.4 of the General Provisions;
• FTI, in its sole discretion, terminates the Purchase Order at any time without regard to the cause of the breach or the influence of any Party. After the Purchase Order is terminated, FTI will require payment or refund of the value of the Purchase Order corresponding to the part of the obligation performed to the Customer.
• FTI finds that the Customer has signs of insolvency and/or is undergoing dissolution or bankruptcy procedures according to the current law, FTI will send a notice of temporary suspension of the provision of Goods/Services to the Customer, the temporary suspension takes place for more than thirty (30) days (cumulative), FTI has the right to send a notice of termination of the Purchase Order to the Customer;
• The customer has been dissolved or bankrupt in accordance with current law; or
• Other cases under orders and decisions of competent state agencies.
• The temporary suspension/termination of the above Purchase Order does not affect the obligations of the Parties incurred before the time of temporary suspension/termination of the Purchase Order, including the obligation to pay the full value of the Goods that FTI has delivered/installed/ to the Customer as well as all installation/deployment costs (if any).

ARTICLE 8. BREACH OF PURCHASE ORDER

• In case the Customer breaches the deposit/payment obligation in Article 3 of this General Terms, FTI is entitled to withdraw the Goods, specifically:
• FTI has the right to withdraw part or all of the equipment delivered to the Customer.
• For the license, FTI has the right to lock the license after notifying the Customer. After locking the license, if the Customer wishes to re-use this license, the two Parties will sign a new Purchase Order.
• Postponement of Goods delivery: In case the Customer breaches any of the obligations of the Purchase Order (including but not limited to late deposit/payment, delay in receiving Goods), FTI will postpone the delivery of the Goods of the ongoing delivery and/or uncompleted deliveries until the Customer is no longer in breach of such obligations.
• The penalty for the above-mentioned violation does not affect the damage compensation liability of the Violating Party for all incurred damages and losses.

ARTICLE 9. MISCELLANEOUS

• The General Terms and Purchase Order shall be governed by the laws of the Socialist Republic of Vietnam. Any dispute, conflict or claim arising from or relating to the General Terms and the Purchase Order shall be resolved by negotiation within sixty (60) days from the date one Party sends written notice of the dispute to the other Party. Within this time limit, if the Parties still do not reach an agreement through negotiation, the dispute, conflict, or claim will be settled in a competent Court under Vietnamese law.
• A Party may not, under any circumstances, assign the Purchase Order in whole or in part to any third party without the prior written consent of the other Party.

• Priority order of applicable documents
  • Purchase Orders;
  • General Terms;
  • Other documents arise from time to time.

In the event of any modification of the contents of the documents listed above, the amendments to the documents listed below or the latest shall prevail and be binding on the Parties.

• FTI reserves the right to amend, supplement, or remove any part of the General Terms at any time, the following amendments, supplements, or deletions will take effect immediately upon posting on FTI’s website without prior notice to the Customer and the Customer is obliged to continuously check and update the changes of the General Terms during the performing of the Purchase Order.