TERMS AND CONDITIONS

(QUOTATION)

1. Interpretation

1.1) These terms and conditions (“Terms”) will apply to any contract between China Scientific (HK) Limited (hereafter “CSL”)  and the Client for the supply of any goods and/or services provided by CSL where “Client” means the company, organization or individual which has placed the order for the supply of goods and/or services.

1.2) These Terms will apply to the exclusion of the other terms and conditions put forward by the Client under any purchase order, confirmation of order, specification or other document, unless they are separately brought to the notice of CSL and are expressly agreed to and signed by an authorized signatory of CSL. Each order for goods and/or services by the Client shall be deemed to be an offer by the Client to purchase goods and/or services subject to these Terms.

2. Quotations and Minimum Orders

2.1) Unless otherwise noted, prices are valid for 30 days and for the quantities listed on the quotation, after which the quotation will either expire, or CSL shall have the right to adjust quoted prices with written notice to the Client.

2.2) Every order shall be subject to a minimum order value of HKD 3,000  (unless otherwise specified in the quotation or agreed by CSL) exclusive of value added tax or other duties.

2.3) Any special request (e.g., manufacturer certification, test reports, first article inspections, special packaging) that were not noted on the quote request may incur an additional fee.

2.4) Quotes are valid for a single shipment unless otherwise noted. Additional fees may apply for multiple shipments.

3. Prices

The prices quoted by CSL are the prices at the time of quotation only and the price to be paid shall, unless the contrary appears in the Contract between the parties, be the standard price ruling at the date of delivery. All prices in currency as noted on the quotation

4. Terms of Payment

4.1 The price will become payable upon the delivery of the goods and/or services and payment will be made by the Client in the currency specified in the quotation within 30 days of the date of CSL’s invoice unless otherwise noted or other arrangements have been made prior.

4.2 Interest at an annual rate of 5% may accrue and be calculated on a daily basis on overdue accounts from the date of invoice until payment. Notwithstanding any Contract term of other agreements allowing the Client credit, payment shall become due and payable to CSL immediately upon the termination of the Contract.

4.3 Where the Client defaults under any Contract with CSL in payment on the due date of any sum due to CSL, CSL without liability may postpone any delivery or may cancel the Contract or any other Contract between CSL and the Client but without prejudice to any right or remedy which CSL may have against the Client in respect of such default.

5. Delivery

CSL will endeavor to deliver the goods and/or services within the time agreed, and if no time is agreed, within a reasonable time. In no circumstances will be liable for loss or damage of any kind by any delay in the delivery of the goods and/or services.

6. Liability and Indemnity

6.1 CSL shall not be liable for any indirect or consequential loss suffered by the Client howsoever caused including, but not limited to loss due to delay, loss of production, loss of profits or damage to other property or goods howsoever caused.

6.2 CSL supplies the order to and for the benefit of the Client only and all collateral warranties are hereby excluded. CSL shall not be liable to any third party who seeks to use the goods and/or services without CSL’s express permission in writing for any loss, damage, expenses or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defects or discrepancies of any sort whether such defects or discrepancies are caused by the negligence of CSL or its employees.

6.3 The Client shall indemnify CSL against any and all loss, actions, costs, claims, demands, expenses and liabilities incurred by CSL by reason of any breach of these Terms by the Client.

6.4 CSL shall not be liable for any errors in provision of information by the Client.

6.5 CSL shall be indemnified for losses arising from Statutory Rule infringement by the Client.

6.6 The Client is under a duty to mitigate their own losses.

7. Risk and Title

7.1) If due to unforeseen circumstances the Client requires the delivery time or times set out in the Contract to be altered, the Client must provide notice in writing not less than four weeks prior to the said delivery time or times. CSL will use its reasonable endeavours to meet the new delivery time or times requested by the Client but reserves the right to charge the Purchaser for any increase in cost to CSL incurred in meeting the new delivery time or times.

7.2) Unless instructions to the contrary are stated on the order, transport arrangements will be made by CSL on behalf of the Purchaser for dispatch of the goods to the point of delivery indicated on the quotation. The Purchaser will be responsible for the whole costs of carriage and insurance in addition to the price of the Goods.

7.3) If transport is arranged by CSL, the risk in the Goods shall pass to the Purchaser at the time of the delivery at the said delivery point.

d. If transport is arranged by the Client, risk in the Goods shall pass to the Client immediately after the Goods pass out of the control of CSL, or its authorised agents.

7.4) To ensure safety in transit, packing cases, lifting frames, coverings and/or other protective or packing equipment may be used and an additional charge for the said items will be applied to the Client.

7.5) CSL does not accept any financial penalties for late deliveries.

8. Changes & Cancellations

8.1) Orders are not subject to change or cancellation by the Client other than with the prior written consent of CSL.

8.2) In the event of cancellation or change to an order by the Client, the Client shall accept all completed Goods and all WIP Goods in process at full price. In addition, the Client shall reimburse CSL for any loss on materials, tooling or other items purchased, for the purpose of fulfilling the order.

8.3) Where the order is cancelled prematurely or the Client shall fail to place orders in the quantities and in the time schedule for orders on which CSL has based the pricing in the Contract, CSL shall remap the matrix pricing to reflect the actual quantity of Goods delivered to the Client. The Client shall thereafter CSL such sum as shall represent the difference between the aggregate original matrix pricing unit cost and the aggregate actual matrix pricing unit cost for all Goods delivered to the Client.

9. Termination

9.1) CSL may terminate this Contract forthwith by notice in writing if the Client is in breach of this Contract and, where such breach is remediable, shall have failed to remedy the breach within 30 days of the receipt of a request in writing to remedy the breach, such request indicating that failure to remedy the breach may result in termination of this Contract.

9.2) The Contract will terminate immediately on notice in writing if in respect of one party an order is made or a resolution is passed for its winding up, an order is made for the appointment of an administrator to manage the affairs, business and property, or if a receiver is appointed of such party’s assets or undertaking, or if circumstances arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order or it either party takes of suffers any similar or analogous action in consequence of debt.

9.3) The termination of this Contract will be without prejudice to the rights and duties of either party accrued prior to termination. The clauses in this Contract, which expressly or implicitly have effect after termination, will continue to be enforceable notwithstanding termination. The price in respect of any goods and/or services (or part thereof) supplied prior to termination shall remain payable by the Client regardless of the reason for termination.

10. Force Majeure

CSL reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods and/or services ordered by the Client (without liability to the Client) if it is prevented form or delayed in the carrying on of its business due to circumstances beyond the reasonable control of CSL, including, without limitation, acts of God, governmental action, pandemics, war or national emergency, acts of terrorism, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, currency restrictions, strikes or other labour dispute, or restraints or delays affecting shipping or carries or inability or delay in obtaining supplies of adequate or suitable materials or Products; provided that, if the event in question continues for a continuous period in excess of 90 days, the Client shall be entitled to give notice in writing to CSL to terminate the Contract.

11. General

11.1) Failure by CSL to enforce any of these Terms will not be constructed as a waiver of any of its rights hereunder. The Client will have no right to set off, statutory or otherwise. A person who is not a party to this Contract may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or any amending legislation thereto.

11.2) Any dispute, controversy or claim arising out of or relating to this Quotation, or the breach, termination or invalidity thereof shall be settled by negotiation between the Parties. In the event that such negotiation is unsuccessful, either Party may submit the dispute to arbitration. The arbitration will be carried out in accordance with the Hong Kong International Arbitration Centre. The arbitral award will be final and binding.

ADDITIONAL NOTES REGARDING COVID-19 VIRUS (CORONA)

Notwithstanding to the above, it is considered that we are exempt from timely delivery if the reason for the obstacle to delivery is not our fault, but is directly or indirectly due to the outbreak of the COVID-19 virus (Corona). In this respect, this is considered force majeure. This also applies if we are not supplied or not supplied in time by our supplier(s) because they or the logistics chain are affected by the outbreak. We will arrange the delivery immediately as soon as the above obstacles are cleared. We are also not obliged to obtain alternative delivery coverage from other supplier(s) in the event of the aforementioned circumstances, unless this is available on equivalent terms.

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