STANDARD TERMS AND CONDITIONS OF SALE

GENERAL

The term ‘KC” used herein shall be defined to include KC Distribution Sdn Bhd , KC Distributions Pte Ltd and all of its subsidiaries and affiliates. No representation, arrangements or agreements except these Terms and Conditions of Sale (the “Terms”) will be binding upon KC.

These terms may not be altered or modified by Buyer except in writing signed by KC which expressly refers to these Terms and states that the writing is intended to amend these Terms. KC may unilaterally modify these Terms at any time. No waiver by either party of any default will be deemed a waiver of any subsequent default. No rights of Buyer hereunder or arising out of these Terms maybe be assigned without the written consent of KC.

Orders within Malaysia are subject to acceptance at KC’s Malaysian office located at 1‐038, Millenium Square, Jalan 14/1 46100 Petaling Jaya. Orders within Singapore are subject to acceptance at KC’s Singapore office located at 65 Ubi Crescent #06-03 Hola Centre Singapore 408559.

KC’s acceptance is specifically conditioned upon Buyer’s acceptance of these Terms and their sole applicability to all sales by KC of KC’s products. KC specifically and generally rejects any additional contrary or inconsistent terms or conditions. All orders must be for standard carton quantities. KC may specify minimum order requirements from time to time in KC’s sole discretion. All invoicing always references units sold, not dozens or cartons sold.

All prices are subject to change. KC reserves the right to ship goods at the price in effect at the date of shipment.

Buyer will pay to KC all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by KC in collecting payments due from Buyer or in enforcing any of KC`s rights pursuant to this Agreement.

From time to time, KC will provide Buyer with special promotional materials free of charge for use in tournament play or for other promotions (“Promotional Materials”). Buyer will only use such Promotional Materials as expressly instructed by KC, and shall in no event offer Promotional Materials for sale.

PAYMENT

KC does not extend credit to buyers. Buyers must pay for sales by one of the following methods: (1) Cash on Delivery (COD), (2) Bank Transfer; or (3) By Cheque. KC charges a service fee of RM 150.00 or SGD 50.00 for all returned checks in Malaysia and Singapore respectively.

TRANSPORTATION

Unless otherwise agreed to in writing by KC, delivery of the products made hereunder will be made f.o.b. Buyer’s place of business, and risk of loss or damage to products in transit will fall upon the Buyer, whose responsibility it will be to file claims with the carrier for shortages or damages. KC may, at its discretion, assist Buyer in the filing of such claims. Such assistance will in no event be offered if Buyer does not provide KC, within fourteen (14) days after the ship date with a legible copy of the carrier’s freight bill signed by the carrier’s representative, noting the discrepancies, along with a written report certifying that the freight was not received from any other source.

SHIPPING TERMS

KC will add the following amounts to purchase orders for shipping:

Domestic orders cost via courier service will be borne by KC.

KC reserves the right to ship five (5) days prior to the requested ship date.

Buyer will pay all sales, excise, import and other applicable taxes. Partial deliveries will be accepted by Buyer and paid for at the then current price for such delivered items.

KC requires at least two (2) business days for order processing. KC will not be liable for delays in delivery: (1) due to causes beyond KC’s reasonable control; (2) due to acts of God, acts of Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation or car shortages; (3) due to inability to obtain necessary labor, materials, components, or manufacturing facilities; or (4) due to any other commercial impracticability. In the event of any such delay, the date of delivery will be deferred for a period equal to the time lost by reason of the delay. Cancellations and revisions will be ineffective unless received by KC in writing at its main office more than three (3) business days prior to shipment, unless otherwise agreed by KC on a case by case basis. Buyer will not refuse properly invoiced shipments.

SHIPPING POLICIES

All claims for shortages, non‐delivery, or requests for proof of delivery must be submitted to the KC Sales Department at 1-038, Millenium Square, Jalan 14/1 46100 Petaling Jaya for Malaysian orders or submitted to 65 Ubi Crescent #06-03 Hola Centre Singapore 408559 for Singapore orders within fourteen (14) days after the stated ship date. Claims submitted after fourteen (14) days after the ship date will not be investigated, and any deduction will be denied. All denied deductions will be charged to the customer.

Buyer will not return defective goods, unless explicitly directed to do so by KC, but will permit KC’s sales person to examine the goods at Buyer’s premises. No credit will be given for goods which are counter-damaged or shop–worn.

Trading Terms Agreement

Please find detailed below the trading terms between KC Distribution Sdn Bhd (“Distributor”) and Store Name (“You”).

This letter is to be read in conjunction with the terms and conditions of sale as set out on the attached Connections Standard Terms and Conditions of Sale. In the event of any conflict between these documents, the terms and conditions specified in this letter shall apply.

1. Pricing
Pricing for products are strictly based on the product Offer sheets sent by us during the pre-orders period. The Distributor reserves the right to amend at any time with no prior notice.

2. Settlement Terms
As per “PAYMENT METHODS” in the Offer Sheets.

3. Delivery
The minimum order value is MYR 3,000.00 at Invoice Value (Refer “ORDER MINIMUMS” in Offer sheets) unless otherwise expressly waived by Distributor in writing. All Sale Terms are on EXW basis (Ex-Works). All deliveries within Malaysia are free.

Deliveries Claims made by you for damaged, missing or incorrectly priced goods must be notified to the Distributor’s sales representative within 7 days from date of invoice.

4. Pricing Adjustments
All price adjustments will be notified in writing 1 day prior to their effective date. GST will be charged if applicable and prices quoted are exclusive of GST

5. Stock Returns
Subject to the Distributor’s obligations at law (including under the Malaysian Consumer Law):
(a) All stock is sold on a firm sale basis.
(b) No returns will be accepted by the Distributor without the written authorization by the Distributor’s sales representative;
and
(c) No returns will be accepted back freight forward.

6. Confidentiality Policy
In the course of conducting business with the Distributor, you will on occasion be privy to information including, but not limited to, the Distributor & its partners’ products, know-how, research, prospective licensees, game designs, rules and playing strategies, customer lists, supplier lists, marketing plans, financial information, costs or pricing information and release dates. Any such information is deemed confidential and not for dissemination to any unauthorized parties unless specifically identified in writing. Please be advised that the Distributor takes all breaches of our confidentiality policy seriously. All allegations will be investigated thoroughly, and any retailer found to be in breach of this policy will face repercussions including, but not limited to, delayed stock availability, exclusion from offered discounts and/or exclusion from promotional programs.

7. Release Date Policy
Our price list distinguishes between strict Release Dates and On Shelf Months.

New product assigned a Release Date may not be displayed or sold prior to the Release Date.

New product assigned an On Shelf Month may be displayed and sold anytime from the beginning of the assigned month as soon as you receive your stock.

Please be advised that the Distributor takes all breaches of our Release Date policy seriously. All allegations will be investigated thoroughly and any retailer found to be in breach of this policy will face repercussions including, but not limited to, delayed stock availability, exclusion from pre-order discounts and/or exclusion from promotional programs.

8. Channel
All Distributor products (the “Products”) must be purchased for retail sale to End Users (as defined below). You may not sell or otherwise transfer Products to anyone other than an End User, including but not limited to distributors, sub-distributors or mail order businesses. An “End User” means a person who purchases products for personal use and not for the purposes of resale, barter, or exchange.

9. Payments
Payment can be made directly to our Account as below:
Bank name: United Overseas Bank Berhad
Account name: KC Distribution Sdn. Bhd
Account number: 608-301-798-5

10. Final Claim Date
(a) You must file your claims for any price variations within 7 days from the date of invoice.
(b) If you fail to make a claim for a price variation within 7 days from the date of invoice, in accordance with (a) you forfeit the right to make such a claim and releases the Distributor from obligation to pay such claims

11. Territory
You will not actively distribute, market, sell or otherwise transfer the Distributor’s Products outside of Malaysia, nor actively distribute, market, sell or otherwise transfer the Distributor’s Products to any party that you know or should reasonably know intends to distribute, market, sell or otherwise transfer the Distributor’s Products to parties outside of Malaysia or has previously distributed, marketed, sold or otherwise transferred the Distributor’s Products to parties outside of Malaysia.

12. Repacking
You may not repackage the Distributor products prior to sales. Any repacking requires our prior written approval.

13. Operating Hours
Store/s to remain open to public at least five (5) days a week (including Fridays except major holidays) with operating hours that is reasonable as a retail establishment.

14. Merchandising
To provide prominent and adequate in-store display space for the Distributor’s Products and to merchandise our products neatly at all times. To use all marketing, advertising or POP materials provided only the way it is intended to.

15. Branded Play Programs
To run-in-stores events and to participate actively in offered the Distributor’s Organised Play Programs.

16. Agreement
You agree that the trading terms set out in this letter together with the Distributor’s Standard Terms and Conditions of Sales, once accepted by the parties, supersede any prior agreement between the parties, whether written or oral and that there are no representations, warranties, conditions, terms or obligations between the parties, whether written or oral, express or implied by custom or otherwise other than those contained herein.