1. Unless otherwise defined in these present terms and conditions that govern the 2025 eCommerce Industrial Automation Program (“IA Promo”) (“Terms and Conditions”), capitalised terms when used in these Terms and Conditions shall have the same meanings as defined in the “Distributor Agreement” [identified in the preamble of Appendix A of the covering letter for the IA Promo (“Distributor Circular”)].
2. The IA Promo is a sub-program under the Schneider Electric Partner Program aimed at encouraging all T2 Customers to convert from making traditional purchases offline to purchasing applicable Supplies online from Distributor who sell applicable Supplies through the Distributor Web Shop.
3. If the Distributor Circular is issued by Schneider Electric to Distributor, the IA Promo shall be effective and valid for Distributor only during the Applicable Period. All applicable terms and conditions of the Distributor Agreement, in particular Appendix 11 (eCommerce Sales) of the Distributor Agreement, are incorporated into these Terms and Conditions mutatis mutandis, and apply.
4. Distributor agrees to use commercially reasonable efforts within the confines of applicable laws to encourage and drive T2 Customers to purchase applicable Supplies set out in Appendix B of the Distributor Circular online through the Distributor Web Shop.

1. The “T2 Performance Bonus Table” in Appendix A of the Distributor Circular and the remarks in the “Remarks” section under the T2 Performance Bonus Table are incorporated into these Terms and Conditions mutatis mutandis, and apply.
2. Under the IA Promo, only T2 Customers who purchase applicable Supplies from Distributor through the Distributor Web Shop for the first time during the Applicable Period are eligible under the IA Promo, and such T2 Customers shall qualify for and receive the T2 Performance Bonus if such T2 Customers achieve the T2 Customer purchase target of applicable Supplies (“T2CPT”) for each tier as stipulated in the T2 Performance Table during the Applicable Period.
3. For the avoidance of doubt, T2 Customers who had received similar T2 Performance Bonus before the Applicable Period are not eligible under the IA Promo, nor shall such T2 Customers qualify for nor receive any T2 Performance Bonus. T2 Customers set out in Appendix C of the Distributor Circular shall not be eligible for the IA Promo and/or qualify for nor receive any T2 Performance Bonus.

1. Distributor shall submit its eCommerce Sell-out Report(s) in accordance with Appendix 11 (eCommerce Sales) of the Distributor Agreement. For the purposes of the IA Promo for the Applicable Period, Distributor shall submit its eCommerce Sell-out Report(s) monthly, with the last eCommerce Sell-out Report for the Applicable Period no later than 10 August 2025, failing which Schneider Electric shall have the right not to accord and/or disburse any T2 Performance Bonus to eligible T2 Customers. Any dispute and/or liability owed to the qualified T2 Customers consequent to such failure shall be borne solely and exclusively by Distributor.
2. Schneider Electric shall take and rely on the accuracy of the information provided by Distributor in its eCommerce Sell-out Report(s) to determine whether eligible T2 Customers have achieved the T2CPT and qualify for the T2 Performance Bonus. Schneider Electric’s determination whether an eligible T2 Customer has met the applicable T2CPT and the amount of T2 Performance Bonus set out in the T2 Performance Bonus Table shall be sole, exclusive and final.
3. Schneider Electric shall disburse the T2 Performance Bonus in accordance with the T2 Performance Bonus disbursement process set out in Appendix 12 (T2 Performance Bonus Disbursement Facilitation) of the Distributor Agreement.
4. After the T2 Performance Bonus due to qualified T2 Customers have been disbursed by Schneider Electric to Distributor, it is the Distributor’s sole responsibility to forward such T2 Performance Bonus to such T2 Customers. Once such T2 Performance Bonus have been disbursed by Schneider Electric to Distributor, Schneider Electric does not owe any duty, obligation nor responsibility under the IA Promo, these Terms and Conditions, contract, applicable law(s) and/or equity to Distributor and/or such T2 Customers, as the case may be.
5. For the avoidance of doubt, Schneider Electric reserves its rights to terminate any T2 Customer’s eligibility and forfeit the T2 Performance Bonus due to any qualified T2 Customer under the IA Promo if at any time Schneider Electric discovers that:
   1. Any such T2 Customer has been dishonest, is deemed by Schneider Electric, government authority or competent court of law to be fraudulent, to have committed fraud and/or found to be in the process of or has violated any applicable law, including without limitation, sedition, anti-bribery and anti-corruption, competition, data protection and cybersecurity, and export control laws, and sanctions;
   2. Any such T2 Customer has failed to substantially settle its outstanding unpaid invoices with Distributor; and/or
   3. Applicable Supplies or the Supplies sold by Distributor to any such T2 Customer are counterfeit products and/or if Distributor and/or any such T2 Customer engage in any counterfeiting activity, directly or indirectly.

1. Schneider Electric reserves its rights at its sole discretion to change or terminate any part of or the entire IA Promo and/or T2 Performance Bonus offer and/or entitlement, from time to time for whatever reason(s), including without limitation if any applicable law require and/or if any government authority or court of competent jurisdiction orders Schneider Electric to do so. If Schneider Electric does so, Schneider Electric shall give Distributor at least thirty (30) days’ advance written notice, and depending on the case, Schneider Electric shall provide the relevant and appropriate written amendment to these Terms and Conditions.
2. During or at the expiration of the Applicable Period and/or IA Promo, and/or if this IA Promo is terminated in accordance with Clause 4(a) and/or if any situation in Clause 3(e) occurs, all T2 Performance Bonus due to qualified T2 Customers shall be deemed fully forfeited forthwith, and T2 Customers shall have no right under this IA Promo, these Terms and Conditions, contract, applicable law(s) and/or equity to claim against Schneider Electric for such T2 Customer’s loss or forfeiture of any such T2 Performance Bonus.
3. Distributor acknowledges and agrees that Schneider Electric shall not be liable to Distributor under any circumstance and in whatsoever manner for any change that Schneider Electric makes to any part of or the entire IA Promo and/or T2 Performance Bonus offer and/or entitlement, and/or if Schneider Electric terminates the IA Promo and/or T2 Performance Bonus offer and/or entitlement at any time.
4. Unless otherwise cancelled in writing by Schneider Electric, any rebate/credit note representing the T2 Performance Bonus due to qualified T2 Customers already issued by Schneider Electric to Distributor shall remain effective until any such rebate/credit note’s expiry date.

All data and information of the IA Promo and Distributor Circular are deemed Schneider Electric’s Confidential Information, except for the T2 Performance Table and its remarks in the Remarks section which Distributor may disclose only to T2 Customers in Distributor’s efforts to drive T2 Customers to purchase applicable Supplies from the Distributor Web Shop during the Applicable Period. Unless otherwise permitted by Schneider Electric in writing, Distributor shall keep in strict confidence all such Confidential Information and Distributor undertakes not to disclose all such Confidential Information to any third party, failing which Distributor shall be deemed to have materially breached Distributor’s confidentiality obligations under the Distributor Agreement.

1. Unless otherwise agreed in writing by Schneider Electric, Schneider Electric shall not be liable to pay any cost and expense incurred or to be incurred by Distributor under the IA Promo.
2. Nothing in these Terms and Conditions and the IA Promo, and under no circumstances nor in whatsoever manner shall Schneider Electric be liable to Distributor and/or the T2 Customers for any indirect, special, incidental or consequential loss or damage, and for any loss of, without limitation, profits, revenue, business, business opportunities and use, regardless of the theory of claim and liability on which recovery is sought. Notwithstanding the foregoing, Distributor agrees (and Distributor shall procure T2 Customers to agree) that the maximum liability of Schneider Electric for any cost and expense, and loss and damage that Distributor and T2 Customers may claim, may incur and/or has incurred in relation to the IA Promo and/or T2 Performance Bonus shall not exceed the amount of One United States Dollar (USD 1.00).

1. These Terms and Conditions are governed by laws of Malaysia.
2. Schneider Electric and Distributor intend that the benefits and rights under these Terms and Conditions and the IA Promo inure to Schneider Electric and Distributor only, and no person or third party who is not Schneider Electric or Dealer shall not be entitled to nor shall not have the right to claim any benefit, be entitled nor be able to enforce any rights under these Terms and Conditions and the IA Promo, regardless of whether any applicable law [including the Contract (Rights of Third Parties) Act] accord any such right or entitlement to such person or third party. In this respect, the Contract (Rights of Third Parties) Act is expressly excluded and shall not apply. In this respect, to the extent the IA Promo relates to T2 Customers, Distributor shall procure the same understanding and agreement from T2 Customers.
3. Nothing in these Terms and Conditions and the IA Promo is intended to, or shall be deemed to, establish any partnership or joint venture or direct sales contractual relationship between Schneider Electric, and Distributor and/or T2 Customers, constitute a party the agency of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. In this respect, to the extent the IA Promo relates to T2 Customers, Distributor shall procure the same understanding and agreement from T2 Customers.
4. Distributor shall have no right to assign or novate its benefits, rights, duties, responsibilities and/or obligations under these Terms and Conditions to any other person. Schneider Electric shall have the right to assign and/or novate its benefits, rights, duties, responsibilities and/or obligations under these Terms and Conditions and/or the IA Promo in part or whole to any of its affiliate or related company under the Schneider Electric group of companies without the need for consent from Distributor. In this respect, to the extent the IA Promo relates to T2 Customers, Distributor shall procure the same understanding and agreement from T2 Customers.
5. If any part of these Terms and Conditions, and/or the IA Promo are rendered void, illegal or unenforceable by any applicable law to which it is subject and/or by a court of competent jurisdiction, it shall, to the extent required, be severed from these Terms and Conditions, and/or the IA Promo and be rendered ineffective as far as possible without modifying these Terms and Conditions, and/or the IA Promo. The remaining unaffected Terms and Conditions and/or the operational mechanism of the IA Promo shall continue to apply. In this respect, to the extent the IA Promo relates to T2 Customers, Distributor shall procure the same understanding and agreement from T2 Customers.

To the extent the IA Promo relates to T2 Customers, Distributor shall procure the following understanding from T2 Customers: This IA Promo and the T2 Performance Bonus offered by Schneider Electric to T2 Customers in Malaysia is purely commercial, and is devised to reward T2 Customers who purchase applicable Supplies from Distributor through the Distributor Web Shops during the Applicable Period, and is not intended by Schneider Electric in whatsoever manner as and/or to be an illegal inducement and/or benefit that tantamount to anti-bribery and corruption, and/or anti-competitive behaviour and/or practice, and/or as and/or to be a circumvention around applicable anti-bribery and corruption, and/or competition laws. If T2 Customers determine that by participating in the IA Promo and by accepting the T2 Performance Bonus offered and given under the IA Promo by Schneider Electric may/might lead to and/or subject T2 Customer to culpability under the applicable anti-bribery and corruption, and/or competition laws, T2 Customers are advised not to participate in the IA Promo, and/or accept and receive the T2 Performance Bonus offered and given by Schneider Electric under the IA Promo. T2 Customers as independent contractors agree that by T2 Customers accepting the T2 Performance Bonus, T2 Customers has done so freely and willingly without coercion from Schneider Electric. Schneider Electric disclaims any responsibility and/or liability to T2 Customers if T2 Customers are found by any relevant government authority to be responsible and liable for violation of any applicable anti-bribery and corruption, and/or competition laws as a result.