Shipping dates are based upon prompt receipt of all necessary information, supporting documentation, furnished material and authorization from the Buyer. Shipments are scheduled after acceptance of a valid order. Unless specifically stated to the contrary, however, where existing priorities and schedules prevent strict compliance with requested delivery dates, orders are entered as close as possible to the requested date and the Buyer shall be notified of the actual shipping schedule. Buyer may, subject to  Section 7 hereof, reschedule the delivery of the products or cancel the order. Seller shall not be liable for delays in delivery or other default by reason of any occurrence or contingency beyond its reasonable control. Causes include, but are not limited to, strikes, lockouts or other labour disputes, acts of God, flood, earthquakes, or other natural disasters. Seller shall use its best efforts to inform Buyer in advance of its inability to deliver and/or perform its duties under this contract. Seller shall in no event, be liable for any special, incidental, or consequential damages caused by any delay in delivery or failure to manufacture, deliver, or perform under this contract.

Following delivery of the ordered products, Buyer shall examine whether any products are non-compliant, in short supply or damaged. Within three business days from the date of delivery, Buyer shall notify Seller, in writing, of any claimed shortages, or any damaged, non-compliant, or defective products (any such notice being referred to herein as a “Deficiency Notice”). As soon as commercially practicable following receipt of a Deficiency Notice, Seller shall investigate the claim, inform the Buyer of its findings, and, at Seller’s sole discretion, issue a Return Material Authorisation (“RMA”) number for the return of any defective or noncompliant product, and deliver to Buyer the products to replace any which were noncompliant, in short supply, damaged, or defective at the time of delivery. Any products that are not subject to a Deficiency Notice or not otherwise rejected in writing within three business days of delivery shall be deemed accepted. Buyer shall pay for the shipment of defective products to Seller, and Seller agrees to pay for the shipment of any replacement products to Buyer. All sales are final upon acceptance.

Unless otherwise stated in writing, prices are quoted on an F.O.B Hong Kong basis, exclusive of any excise, duty or similar taxes.

Unless stated to the contrary on the face hereof, terms of payments for Buyer shall be 50% payment in advance for the total order value amount prior to Seller accepting the  purchase order and a 50% balance payment to be made prior to the delivery of the goods.

A. Seller warrants that the product will, for a period of one year from the manufactured date of such products, be free from defects in material and workmanship and will conform to the specifications set forth or incorporated by reference into this contract, in each case under normal use, conditions and service.

Seller agrees to repair or replace without charge for labour or materials, all defective Product which is returned for inspection to said centre within the applicable warranty period, provided that Buyer obtains the necessary RMA number before returning any Product under warranty claim and Buyer prepays freight costs, and further that such inspection discloses that the Product has (i) not been altered or repaired other than with written authorization from Seller and by its approved procedures, (ii) not been subject to misuse, improper maintenance, negligence, improper handling, inadequate packaging or accident, (iii) not damaged by excessive current, and/or (iv) otherwise had its serial number or any part altered, defaced or removed. All defective items or parts replaced hereunder shall become the property of the Seller.

Seller hereby disclaims all other representations and warrantees, expressed or implied (except those expressly set forth in this article 6) as to the product, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Except as expressly provided herein, in no event shall seller be liable for any direct and/or indirect damages, or another relief arising out of the use or inability to use any delivered goods, including but not limited to, lost profits, lost business, or lost opportunity, or any indirect consequential, incidental, exemplary or special damages, even if seller has been informed of such possibility, and agrees that seller’s liability, and buyers exclusive remedy are expressly limited to the repair or replacement or materials pursuant to the warranty set forth herein and such liability shall in no event exceed the purchase price for such product. In no event shall buyer be entitled to deduct all or any part of the damages resulting from any breach of the terms herein, including the cost of repair or replacement, from the purchase price. The warranty set forth herein may not be extended, altered, or modified except by written amendment to this contract pursuant to Section 1 hereof. B. Seller reserves the right, at its option, to inspect and/or repair Product under warranty claim at Buyer’s plant.

Buyer may not reschedule any orders without written notice to Seller at least 120 days prior to the scheduled shipping date unless Seller expressly consents thereto in writing; it being acknowledged and agreed that Seller’s consent is subject to a 1.5% monthly carrying cost. Buyer may not cancel orders without written notice to Seller 120 days prior to scheduled  shipping date unless Seller consents thereto; it being acknowledged and agreed that Seller’s consent is subject to a 100% cancellation fee for cancellations 1-45 days prior to scheduled ship date; a 50% fee for cancellations 46-75 days prior to scheduled ship date, a 25% fee 76-100 days prior to scheduled ship date, a 15% fee of 101-120 days prior to scheduled ship date. Goods will not be accepted for return if they are not in their original packaging along with all associated accessories and instruction manuals. Notwithstanding the foregoing language, customised items such as LCD (Liquid Crystal Display), TFT LCD products (including LCD glass panels , LCD and TFT  display computers and embedded products) are noncancellable and non-returnable.

All proprietary information which is specifically designed as such, and disclosed by either party to the other in connection with this contract shall be used solely for installation, operation, maintenance, and support of product furnished under this contract only and shall be protected by the recipient from disclosure to others with the same degree of care as that which is accorded to its own proprietary information. Information will not be subject to this provision if (i) it is or becomes a matter of public knowledge without the fault of the recipient party; (ii) it was a matter of written record in the recipient party’s files prior to disclosure to it by other party; (iii) it was or is received by the recipient party from a third person under circumstances permitting its disclosure; (iv)its disclosure is required by the recipient of any Hong Kong agency; or (v) is demonstrated to have been independently developed by recipient.

Buyer shall be solely responsible for obtaining any export licenses required outside of Hong Kong.

A. Seller shall undertake at its own expense, the defense of any suit, or proceedings brought against the Buyer in so far as such proceeding is based upon a claim that any product made pursuant to the Seller design and furnished hereunder constitute an infringement of any patent of the European Union &/or United States, on condition that the Buyer promptly notifies Seller in writing of such suits or threats thereof and cooperates by giving Seller any requested authorisation, information and assistance for the defense of same. Seller shall exercise its sole and absolute discretion to determine the manner in which such claim, suit, or proceeding is handled or otherwise disposed of. Notwithstanding the foregoing, Buyer may be represented in any such suit by its own counsel, provided, however, that the Buyer shall not consent to any other act in compromise of any such claim without first obtaining Seller’s consent thereto in writing, and further provided that such representation be at Buyer’s sole cost and expense.

B. Seller may, at any time during the pendency of such dispute, or should any product or part thereof be held to constitute an infringement and the use thereof enjoined, at its own expense, take any one of the following actions, in its sole and absolute discretion:

1. Procure for its own and its vendees the right to continue the use and sale of said product;
2. Modify the infringing product so that it becomes non-infringing; or
3. Terminate this contract and repurchase from Buyer the affected products thereto sold to and paid for by Buyer. The repurchase price for any such unused equipment shall be the price that Buyer has paid to Seller therefore, and the purchase price for used Product shall be its depreciated value, based on a three-year useful life. Upon Seller’s fulfilment of any of the three options set forth above, it shall thereafter be relieved of any further obligation or liability to Buyer under this agreement. In no event shall Seller be liable for any special, incidental, consequential or any other indirect damages or loss of profits suffered by Buyer or its vendees due to such infringement.

C. The foregoing shall not apply in instances in which normal non-infringing products sold by Seller are rendered infringing by the Buyer’s alteration, combination with other equipment, or use of said Product. The sole obligation of Seller with regard to the subject intellectual property shall be full compliance with this clause.

A. The invalidity of any one or more phrases, sentences, clauses or sections contained in this contract shall not affect the remaining portion of this contract or any part thereof.
B. In the event of any voluntary proceedings in bankruptcy or insolvency by or against Buyer, or in the event of appointment, with or without Buyer’s consent, of an assignee for the benefit of creditors, of a receiver, Seller shall be entitled to cancel any unfilled part hereof without any liability whatsoever.
C. Any assignment of this contract, or any of the rights hereunder by the Buyer shall be void without written consent of the Seller.
D. The waiver of any item, condition, or provision of this contract by Seller shall not be construed as a waiver of any other term, condition or provision, nor shall such waiver be deemed a waiver of any subsequent breach thereof.
E. This contract and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of Hong Kong. All actions or proceedings relating to this contract shall be maintained in a court located in Hong Kong and the parties hereto consent to the jurisdiction of said court and waive any objection in such venue.