Terms and Conditions of Sale
ALL PURCHASES ARE SUBJECT TO GLOBALTEK INTERNATIONAL’S TERMS AND CONDITIONS OF SALE:
1. Acknowledge and Acceptance. Unless otherwise agreed on the contrary by other signed agreement, the terms and conditions contained herein shall deem to be the exclusive agreement between Seller and Buyer and Buyer accepts all the terms and conditions contained herein by acknowledge. Under no circumstances shall the terms and conditions contained in Buyer’s order or other documents prevail this Acknowledge.
2. Price and Delivery. Prices are shown on the applicable invoice. The delivery date and quantity shall be confirmed later by both parties and the delivery date and quantity on Buyer’s purchase order shall not be legally bound.
3. Payment Term. Full payment is due promptly on receipt of the shipment without conditions unless otherwise agreed on the contrary and in writing. Payment is due regardless of performance or outcome of testing. Seller shall be entitled to interest at a up to 1.5% per month on the unpaid balance. Seller reserves the right to charge a deposit in advance in Seller’s sole discretion.
4. Title and Risk. Unless otherwise agreed on the contrary, title and risk of the goods shall pass to Buyer on Seller’s shipment. Buyer acknowledge that the delivery dates are estimated only and may be changed by Seller. Seller shall do its best effort to deliver in accordance with the delivery date but shall not be liable for any delay or failure to meet the estimated delivery date.
5. Inspection. Buyer shall inspect the goods within 7 days upon receiving, Fail to inspect the goods within the aforesaid term shall deem to be acceptance for such goods. If there is any defect or non-compliance products which are visible through reasonable commercial inspection, Buyer shall promptly inform Seller for the aforesaid conditions, failures to notify Seller promptly shall deem to be a waiver to the right to claim such loss or damages occurred due to defective or non-compliance of the products.
6. Reschedule and Cancellation. Buyer may reschedule scheduled deliveries in whole or in part prior to 45 days upon the delivery date. Buyer may cancel the accepted orders prior to 60 days upon the delivery date. If Buyer cancelled the agreed orders within 0-60 day before the scheduled delivery date, Buyer shall be liable for the 100% of the purchase price of the goods, If Buyer rescheduled within 0-45 days before the scheduled delivery date, Buyer shall be liable for the up to 100% of the purchase price of the goods for the reschedule charge. Exclusion: Buyer shall have no right under any circumstances to cancel the orders which contained the customized products, otherwise, Buyer shall take all responsibility to compensate Seller all cost and expenses and damages if Buyer cancelled such orders. If Buyer defaults, Seller may decline to make further shipments and/or terminate Buyer’s orders without any liability and without affecting Seller’s rights and remedies.
7. Exclusion of Certain Damages. IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, LOSS OF USE, LOST BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL), OR FOR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF ANY PRODUCTS PROVIDED BY SELLER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. Export Compliance. The seller certifies that these commodities, technology or software were exported in accordance with all export compliance laws of the U.S and all other applicable jurisdictions from which an export or transfer originates for which it may apply. The buyer should also agree to comply with all export compliance laws of the U.S and all other applicable jurisdictions from which an export or transfer originates for which is applicable.
9. Limited Product Warranty. Seller warrants that the products will conform with Seller’s specifications and will be free from defects in material and workmanship for 1 year upon the shipment. Seller’s liability to the defective products is only to repair or replace or grant Buyer a reasonable credit for such confirmed defective products. No other liability shall impose on Seller. Any return of the products shall be subject to the RMA process issued by Seller. Seller will have no obligation for any claim of defective or non-compliance products to the extent that it results from: (i)the combination, operation or use of product with or in equipment, products, or processes not provided by Seller; (ii)modifications to products not made by or for Seller; (iii)Buyer’s failure to use updated or modified products provided by Seller; (iv)Buyer’s use of products other than in accordance with this Agreement and Seller’s written instructions, or(v)the defective is caused by Act of God. Seller reserves the right to discontinue supply or sale of products at any time due to Seller’s vendor’s cause or other reasonable causes. Seller reserves the right to modify its process or performance specifications for goods due to Seller’s vendor’s modification and shall have no liability for such modification.
10. Intellectual Property Right. Buyer acknowledges that Seller is the distributor of such Products and if there is any warranty issues or alleged infringed 3rd party’s intellectual property rights occurred, Seller will seek Seller’s vendor’s assistance to verify the cause of the warranty or infringement issues and jointly solve such issues. Provided that Seller only be liable for its solely fault of such alleged infringement. Exclusion: Nevertheless, Seller’s obligations above however shall not apply to claims which are (i)solely due to the compliance by Seller with any instructions or specifications given by Buyer(ii)because Buyer combining with, adding to or modifying the products after shipment by Seller, or (iii)Buyer’s failure to or not properly use materials or instructions provided by Seller that would have rendered the products non-infringing. If the infringement is alleged before Seller completes delivery of the affected products under an accepted order, Seller may decline to make further shipments of the products without breaching the said order.
11. Total Liability. SELLER’S TOTAL LIABILITY TO BUYER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE PAYMENTS ACTUALLY RECEIVED FROM BUYER FOR SUCH PRODUCTS THAT ARE DEFECTIVE OR NON-COMPLIANCE OR INFRINGED.
12. Force Majeure. If either party is prevented from performing any obligation hereunder by reason of fire, explosion, strike, labor dispute, casualty, accident, lack or failure of transportation facilities, flood, war, civil commotion, acts of God, any law, order or decree of any government or subdivision thereof or any other cause beyond the reasonable control of such party, then such party shall be excused from performance hereunder to the extent and for the duration of such prevention, provided it first notifies the other party in writing of such prevention.
13. Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of Hong Kong SAR, and the Hong Kong District Court shall be the court of competent jurisdiction for the first instance.
14. Assignment. Seller may assign its rights under this Agreement by notifying Buyer.
15. Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of each party.
TCS-021612, Rev 1.0