1. Interpretation

1.1) These terms and conditions (“Terms”) applies automatically to any contract between China Scientific (HK) Limited (hereafter “CSHK”)  and the Client for the supply of any goods and/or services provided by CSHK 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 CSHK and are expressly agreed to and signed by an authorized signatory of CSHK. 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 explicitly stated, prices are valid for 30 days and for the quantities listed on the quotation, after which the quotation will either expire, or CSHK 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 CSHK) 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 CSHK 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 CSHK’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 CSHK immediately upon the termination of the Contract.

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

5. Delivery

CSHK 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 CSHK 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 CSHK supplies the order to and for the benefit of the Client only and all collateral warranties are hereby excluded. CSHK shall not be liable to any third party who seeks to use the goods and/or services without CSHK’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 CSHK or its employees.

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

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

6.5 CSHK 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. CSHK will use its reasonable endeavors 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 CSHK 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 CSHK 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 CSHK, the risk in the Goods shall be passed to the Purchaser at the time of the delivery at the said delivery point.

d. If transport is arranged by the Client, the risk in the Goods shall pass to the Client immediately after the Goods pass out of the control of CSHK, or its authorized 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) CSHK 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 CSHK.

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 CSHK 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 CSHK has based the pricing in the Contract, CSHK shall remap the matrix pricing to reflect the actual quantity of Goods delivered to the Client. The Client shall thereafter CSHK 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) CSHK 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. Trade Compliance & End-Use

10.1) Upon accepting our quotation, the Client agrees to comply with all applicable sanctions and export control laws and regulations (collectively, “trade laws”), including those of the U.S. (such as the Export Administration Regulations), EU, and UN, in connection with all products supplied by CSHK; and

10.2) Acknowledge that the product(s) purchased from CSHK may be subject to one or more trade laws; and

10.3) Confirm that they (the Client) are not prohibited by trade laws from receiving the product(s), including due to sanctions or military end user restrictions; and

10.4) Confirm that the product(s) will be used solely for civil end-uses and not any end use restricted under trade laws. Restricted end uses include nuclear, chemical or biological weapons, rocket systems and unmanned aerial vehicles, supercomputer, advanced-node integrated circuits, and semiconductor manufacturing equipment, and military or military-intelligence end uses; and

10.5) Confirm that the product(s) will not be supplied to any denied or restricted party under applicable trade laws or any embargoed country or destination (including Cuba, Iran, North Korea, Syria, and the Russia-occupied regions of Ukraine); and

10.6) Agree to provide all necessary assistance (including agreeing to an onsite audit), in good faith, to CSHK in the event CSHK conducts any review to resolve any compliance concerns associated with downstream transactions; and

10.7) Agree that CSHK may suspend the sale, supply, and shipment of products to us if CSHK has a reasonable basis to believe or suspect that such activity has a risk of contravening the trade laws and this EUS. Such suspensions do not discharge us from our payment obligations owed to CSHK, and any such payment does not prejudice any other remedies to which CSHK may be entitled under applicable law; and

10.8) When applicable, acknowledge that the information provided in the  End Use Statement(s) submitted to CSHK is/are true, accurate, and complete to the best of the Client’s knowledge. The Client understands that any misrepresentation may result in legal consequences and the termination of our business relationship with CSHK. If any of the confirmations provided above are no longer valid, the Client undertakes to immediately advise CSHK in writing.

11. Force Majeure

CSHK 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 CSHK, 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 labor 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 CSHK to terminate the Contract.

12. General

11.1) Failure by CSHK 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 CSHK is exempt from timely delivery if the reason for the obstacle to delivery is not CSHK’s 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 CSHK is not supplied or not supplied in time by our supplier(s) because they or the logistics chain are affected by the outbreak. CSHK will arrange the delivery immediately as soon as the above obstacles are cleared. CSHK is 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.