General Terms and Conditions for the Purchase of Goods and Services

1. APPLICABILITY OF CONDITIONS.
2. 
   

   These conditions shall apply to any order placed by Buyer (“Order”) for the supply of goods (“Goods”) and/or provision of services (“Services”), and along with terms on the face of the Order, are the only terms governing the contractual relationship between Buyer and Seller in relation to the Goods/Services. Alternative conditions in Seller’s quote, invoices, acknowledgments or other documents shall be void and of no effect. No variation in the Order terms, including without limitation these terms and conditions, shall be binding on Buyer unless agreed to in writing by Buyer’s authorized representative

1. PURCHASE.
2. 
   

   The Order constitutes an offer by Buyer to purchase the Goods and/or Services specified therein. Buyer may withdraw such offer at any time by notice to Seller. Seller shall accept or reject the Order within the time period specified therein by notice in writing to Buyer. If Seller does not unconditionally accept or reject the Order within such time period, it shall lapse and determine in all respects. Seller’s acknowledgment, acceptance of payment or commencement of performance shall constitute its unqualified acceptance of the Order.

1. documentATION.
2. 
   

   Invoices and statements from Seller shall separately state the value-added tax (VAT) rate, the amount charged, and Seller’s registration number. Seller shall provide advice notes with the Goods, stating the Order number, the nature and quantity of the Goods, and how and when the Goods were dispatched. All consignments of the Goods to Buyer shall include a packing note, and, where appropriate, a “Certificate of Conformity”, each showing the Order number, the nature and quantity of the Goods (including part numbers).

1. BUYER’S PROPERTY.
2. 
   

   All patterns, dies, molds, tools, drawings, models, materials and other items supplied by Buyer to Seller for the purposes of fulfilling an Order shall remain the property of Buyer, and shall be at the risk of Seller until returned to Buyer. Seller shall not remove Buyer’s property from Seller’s custody, nor allow is to be used (other than for the purpose of fulfilling the Order), seized or sequestered.

1. DELIVERY.
2. 
   

   Time is of the essence in fulfilling the Order. Seller shall deliver the Goods to and/or perform the Services at the premises specified in the Order on or before the delivery date shown on the Order, or if no date is specified, within a reasonable time. If Seller cannot deliver by the agreed date, Seller shall make such special delivery arrangements as Buyer may direct, at Seller’s expense, and such arrangements shall be without prejudice to Buyer’s rights under the Order. Buyer may request postponement of delivery of the Goods and/or performance of the Services, in which case Seller shall arrange for any required safe storage at Seller’s risk.

1. PRICES AND PAYMENT.
2. 
   

   The price of the Goods/Services shall be as stated in the Order and shall be exclusive of any applicable VAT (which shall be payable by Buyer per a VAT invoice), and inclusive of all charges for packaging, packing, shipping carriage, insurance, duties, or levies (other than VAT). Buyer shall pay for delivered Goods/Services within 60 days of receipt of a valid VAT invoice from Seller, unless otherwise stipulated in the Order, provided the Goods/Services have been delivered and unconditionally accepted by Buyer. Even where Buyer has made payment, Buyer reserves the right to reject, within a reasonable period after they have been supplied to Buyer, the whole or any part of the Goods/Services, if they do not comply in all respects with the Order, and in such case, Seller shall upon demand refund all monies paid by or on behalf of Buyer in respect of such Goods/Services and collect any rejected Goods.

1. PASSING OF RISK/TITLE.
2. 
   

   Without affecting Buyer‘s rights to reject Goods, title in Goods shall pass to Buyer on delivery. Risk in Goods shall only pass to Buyer when accepted by Buyer. If Goods are rejected by Buyer after payment for them, title in such Goods shall only revert to Seller on receipt by Buyer of a full refund of the sum paid for such Goods

1. TESTING AND INSPECTION.
2. 
   

   Buyer reserves the right to test/inspect Goods/Services prior to or on receipt of delivery of same. Seller, prior to delivery of Goods/Services, shall carry out and record such tests/inspections as the Buyer may require, and supply to Buyer free-of-charge with certified copies of all records taken thereof. Without limiting the effect of the preceding sentence, if a British or International standard applies to the Goods/Services, Seller shall test/inspect the relevant Goods/Services in strict accordance with that standard.

1. SUBCONTRACTING/ASSIGNMENT.
2. 
   

   Seller shall not subcontract or assign any part of this Order without Buyer’s prior written consent. Buyer may assign the benefits and obligations under this Order to any person.

1. WARRANTIES.
2. 
   

   All conditions, warranties and undertakings on the part of Seller and all rights and remedies of Buyer, expressed or implied by common law or statute shall apply to the Order, including but not limited to fitness for purpose, and merchantability, on the basis that Seller has full notice of the purposes for which Buyer requires the Goods/Services. The Goods shall conform with specifications/statements made by Seller, and all relevant codes of practice, guidelines, standards and recommendations made by trade associations or other bodies including all applicable British and International Standards, and be in accordance with best industry practices. Goods shall be of good and sound materials and first-class workmanship, free from all defects. Services shall be supplied with all due skill and care, and on the basis that Seller holds itself out to be expert in every aspect of performance of the Order. Seller warrants specifically that it has the right to pass title in the Goods, and that the Goods are free from any charge, lien, encumbrance or other right in favour of any third party. Seller’s warranties shall run for 18 months from delivery of the Goods, or performance of the Services.

1. INDEMNITIES.
2. 
   
3. Seller shall defend and indemnify Buyer from and against any losses, claims and expenses (including attorneys’ fees) arising from:

   (a) any personal injury or damage to property caused by Seller, its agents, servants or employees or by the Goods and/or Services; and
   (b) any infringement of any intellectual or industrial property right relating to the Goods and/or Services, other than where such infringement relates to a design furnished solely by Buyer.
   In the event of any loss/claim/expense arising under (b), Seller shall, at its expense and Buyer’s option, either make the Goods non-infringing, replace them with compatible non-infringing Goods or refund in full the amounts paid by Buyer in respect of the infringing Goods.

1. TERMINATION.
2. 
   

   Without prejudice to any rights or remedies to which it may be entitled, Buyer may terminate the Order with immediate effect without any liability in the event of any of the following: (a) Seller makes any voluntary arrangement with its creditors or becomes subject to an administration order, becomes bankrupt, goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); (b) an encumbrancer takes possession of or is appointed for all or any part of the assets or undertakings of Seller; (c) Seller commits a breach of its obligations under the Order and fails to rectify such breach (where remediable) within twenty-eight (28) days of receipt of a notice in writing from Buyer requiring remedy; (d) Seller ceases or threatens to cease to carry on business or becomes insolvent; or (e) Buyer reasonably apprehends that any of the events mentioned above are about to occur in relation to Seller and notifies Seller accordingly. Furthermore, Buyer shall be entitled to terminate the Order at any time for any reason by providing ten (10) days’ written notice to Seller.

1. CONFIDENTIALITY.
2. 
   

   Seller shall not, and shall ensure that its employees, agents and sub-contractors do not, use or disclose to any third party, any information relating to Buyer’s business, including but not limited to specifications, samples and drawings, which may become known to Seller through its performance of the Order or otherwise, save only that such information may be used as necessary for the proper performance of the Order. Upon completion of the Order, Seller shall return and deliver to Buyer forthwith all such items and copies of the same. Seller shall not, without Buyer’s prior written consent, use Buyer’s name or trademarks in connection with the Order, or disclose the existence of the Order in any publicity materials.

1. GOVERNMENT CONTRACTS.
2. 
   

   If it is stated on the face of the Order that it is in aid of a contract placed with Buyer by a Department of China’s Government, the conditions set out in the Appendix hereto shall apply to the Order. In the event that any conditions in the Appendix conflict with conditions herein, the former shall take precedence. Seller confirms that prices charged under the Order do not exceed those charged for similar goods delivered by Seller under a direct contract between a Department of China’s Government and Seller. References to the Buyer in any contract between the Buyer and a Department of China’s Government shall be deemed to be references to the Seller for the purposes of these Terms and Conditions

1. HAZARDOUS SUBSTANCES.
2. 
   

   Seller shall advise Buyer of any information about substances that shall be subject to the Montreal Protocol, which might be the subject of the Order. Seller shall comply with all applicable regulations concerning substances hazardous to health, and provide Buyer with such information about such substances supplied under the Order as Buyer may require for the purpose of discharging its obligations under such regulations, or to otherwise ensure Buyer is aware of any special precautions necessary to avoid endangering the health and safety of any person in receiving and/or using the Goods.

1. LAW.
2. 
   

   The Order shall be governed by English Law, and both Parties shall submit to the exclusive jurisdiction of the Chinese Courts.

1. ORIGIN CERTIFICATION; ConFLICT MINERALS COMPLIANCE.
2. 
   

   Seller shall provide Buyer with a certificate of origin for each of the Goods sold hereunder and such certificate shall indicate the origin rule that the Seller used in making the certification.

1. GENERAL.
2. 
   

   No waiver by Buyer of any breach of the Order by Seller shall be considered as a waiver of any subsequent breach by Seller of the same or any other provision. If any provision hereof is held by a competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions shall not be affected. Clauses or other provisions expressed or implied to survive expiry or termination shall so survive including the following: clauses 10, 11 and 13. Notices required to be served hereunder shall be in writing and may be delivered by hand, sent first class post, or sent by facsimile transmission to the address of the other party appearing in the Order or any other address notified in writing from time to time by the parties.