Unless expressly agreed otherwise in writing, these General Terms and Conditions shall apply to all Transaction(s) between customer (“Buyer”) and Wiseasy Technology Pte. Ltd., or Beijing Wiseasy Technology Co., Ltd., including any of their affiliates and overseas branch and liaison offices (collectively, “Seller”). For purpose of these General Terms & Conditions, “Transaction(s)” shall mean all quotations, offers and orders in relation to all goods and services (“Goods”) sold by Seller to Buyer.

QUOTATIONS AND AGREEMENTS

An offer or quotation does not bind Seller and is only an invitation for Buyer to place an order. An agreement (“Agreement”) for a Transaction is only established provided that Seller accepts an order from Buyer in writing. Drawings or technical sheets shown or provided (if applicable) shall serve as indications only. Buyer shall approve the final drawings or specifications upon confirmation by Seller when accepting the order from Buyer.

PRICES

All prices stated are excluding taxes applicable in Buyer’s and Seller’s respective countries unless otherwise stated. The prices are based on the conditions which apply to Seller at the time at which that Agreement was entered into, such as amongst other things, currency exchange rates, import and export duties and other levies owed in connection with import or export, the costs of raw materials and semi-finished products. Should these conditions change after the Agreement has been entered into but before delivery has been effected and should Seller have been unable to foresee these changes, Seller reserves the right to change the price accordingly, stating the resulting additional costs.

TRADE TERMS

Trade terms such as FOB, CIF and any other terms which may be used in this Agreement shall have the meanings defined and interpreted by the latest edition of INCOTERMS issued by the headquarters of the International Chamber of Commerce in Paris, France at the time this Agreement is formed, unless otherwise specifically provided in the Agreement.

DELIVERY / SHIPMENT

(a) Exceeding the delivery period shall not give Buyer any right to compensation. Furthermore, Buyer shall not be entitled to cancel the Agreement, unless the exceeding of the term of delivery is such that Buyer cannot reasonably be expected to continue with the Agreement. In that case, Buyer is entitled to cancel the Agreement in question by notifying Seller in writing, except that such Agreement shall not be cancelled if Seller is able to deliver the Goods to Buyer within 3 weeks of its receipt of notification. At all times, Seller reserves the right to deliver orders in instalments.

(b) Partial shipment or delivery and/or transhipment shall be permitted unless otherwise specifically provided in this Agreement. In case of shipment or delivery in instalments, each lot shall be regarded as separate and independent contract.

(c) The date of the Bill of Lading, Sea Waybill, Air Waybill shall be accepted as conclusive evidence of the date of shipment or delivery.

(d) In case of FOB, FCA or any other trade terms under which Buyer has to secure or arrange shipping space, Buyer shall provide the necessary shipping space and give Seller shipping instructions in a timely manner. If Buyer does not remove or take receipt of the Goods or documents issued for the Goods at the time agreed upon, then the Seller is entitled to have the Goods stored or sold to third party for the account and risk of Buyer. Buyer shall continue to owe the purchase sum to Seller, subject to increase by interest and costs (as compensation), minus the net revenues of the sale to a third party (if applicable).

(e) In case of CIF, CIP, or any other trade terms under which Seller has to secure or arrange shipping space, shipment within the time specified on the face hereof shall be subject to the availability of shipping space.

(f) In case the Goods shall be carried by air, risk of loss of the Goods shall pass from Seller to Buyer upon delivery of the Goods to the carrier or its agent for transportation.

PAYMENT

(a) In case payment for the Goods shall be made by a letter of credit hereunder, Buyer shall, unless otherwise provided in this Agreement, establish in favor of Seller an irrevocable letter of credit negotiable on sight draft through a prime bank satisfactory to Seller immediately after the conclusion of this Agreement with the validity of at least twenty one (21) days for negotiation after the last day of the month of the time of shipment specified on the face of this Agreement. Such letter of credit shall be in a form and upon terms satisfactory to Seller and be subject to latest revision of Uniform Customs and Practice for Documentary Credits published by International Chamber of Commerce. If for any reason the bank authorized to pay fails or refuses to honor draft(s) drawn under said letter of credit or payment to Seller is for any reason not duly effected hereunder, Buyer, upon notice thereof from Seller, shall immediately make payment in full in cash to Seller.

(b) In case Seller has any reason to suspect that due and full payment will not be made, Buyer shall, upon Seller’s request, furnish adequate assurance and/or security satisfactory to Seller.

(c) In case Buyer fails to pay for the Goods either wholly or partially, it shall, from the date of delay in payment, 0.5% interest per day will be charged and calculated from the due date for such payment until the actual date of payment, notwithstanding the termination or expiry of the Agreement for any cause whatsoever.

(d) Buyer shall pay the full contract amount specified on the face of this Agreement without availing of the benefit of any right of set-off, counterclaim, recoupment or other such rights which Buyer may have against Seller, which rights shall be exercised in separate proceedings between Buyer and Seller.

(e) All bank charges outside Seller’s country including collection charges and stamp duties, if any, shall be for the account of Buyer, provided that confirming commissions shall be for the account of Buyer, regardless of being charged within or outside Seller’s country.

PACKING

Unless otherwise specified on the face of this Agreement, packing of the Goods shall be at Seller’s option and standard packing customary for the kind of the Goods.

INSURANCE

(a) Insurance of CIF or sales on other trade terms where Seller is to effect insurance at its own expense shall be effected for the invoice amount of the Goods plus ten percent (10%). Unless otherwise provided in this Agreement, insurance to be covered shall be for marine insurance with All Risks (INSTITUTE CARGO CLAUSES 1/1/63) or on equivalent terms. Any additional insurance coverage required by Buyer is to be on his account. Seller may, if it deems it necessary, insure for risks other than for All Risks mentioned above at Buyer’s expense.

(b) In case Buyer provides insurance under trade terms where Buyer is required to effect insurance, Buyer shall inform Seller of his insurance policy/certificate number, the name of insurance company and other necessary information well in time for the scheduled shipment.

CLAIM

(a) Seller shall hold itself liable to Buyer with regard to manufacturing defects in the Goods only when such defects are attributable to Seller and are covered by and notified to Seller within the warranty period provided by Seller, and shall be excused from all such liabilities when such defects are caused by Buyer’s or Buyer’s customer’s acts or omissions, including but not limited to, negligence, careless handling, inappropriate use, misapplication, modifications not performed by Seller, or other use not in conformity with Seller’s specifications.

(b) Seller’s obligation hereunder shall be limited to repairing the defective parts of the Goods, replacing with the same kind of the defective Goods or reimbursing the equivalent cost for the said replacement, at Seller’s option, and necessary labour and services required to repair the said Goods. In no event shall Seller be liable for indirect, incidental, consequential or special loss or damages of any kind. Buyer shall, in demanding such remedy, submit to Seller adequate proof as required by Seller and Seller shall, only when such demand is regarded appropriate, take the appropriate remedial steps. Seller expressly disclaims and makes no other warranties, express or implied, including without limitation warranties of merchantability and fitness for a particular purpose. Article 9(a) and (b) applies equally to all claims by Buyer and by its customers and any other third parties.

(c) Buyer is obliged carefully to inspect the Goods immediately on arrival at destination or, if this is earlier, on receipt by Buyer or a third party it has commissioned. Any claims regarding shortcomings or damage of the Goods, which are due to material or production errors, as well as differences in the number, weight, composition, finish or quality between the Goods delivered and the description given for them on the order confirmation or invoice, must be sent to Seller within 24 hours of arrival of the Goods or at the latest 5 working days from receipt of Goods accompanied by photographic evidence in high resolution.

(d) If Seller is not informed in writing by such time by or on behalf of Buyer, any claims of Buyer against Seller become null and void. If Buyer discovers any shortcomings or damage, it is obliged immediately to cease using or installing the Goods in question.

(e) Buyer shall grant Seller every co-operation necessary to investigate the shortcoming or damage, amongst other things by giving Seller the opportunity to conduct an investigation on site into the circumstances of the handling, installation and/or use of the Goods. Buyer shall not return the Goods on its own accord unless Seller has agreed to the Goods being returned by Buyer.

DEFAULT

Without prejudice to Seller’s right and remedies at law, Seller may, without any demand or notice to Buyer,
(i) forthwith cancel this Agreement and any other contract with Buyer,

(ii) delay or suspend shipment or delivery,

(iii) stop the Goods in transit,

(iv) hold the Goods for Buyer’s account and risk,

(v) resell the Goods for Buyer’s account and risk and appropriate the amount acquired by reselling the Goods for Buyer’s amount payable to Seller under this Agreement,

(vi) off-set any debts payable to Buyer by credits receivable from Buyer, and/or

(vii) accelerate any instalment or otherwise postponed or deferred payment for shipment already made under this Agreement or any other contract with Buyer, thereby causing it to become immediately due and payable,

if any one of the following events shall occur:

(i) if Buyer fails to perform any material provision of this Agreement, including but not limited to, failure to pay any amount when due under this Agreement, to give Seller shipping instructions and provide necessary shipping space in time stated in 5(d), to establish a letter of credit stated in 6(a) or to furnish assurance and/or security stated in 6(b);

(ii) if Buyer shall become unable to pay its debts generally as they become due;

(iii) if Buyer shall dishonour a bill or cheque. The cancellation of this Agreement shall not prejudice Seller’s rights or remedies which have accrued up to the date of cancellation and all debts accrued as at the date of cancellation shall become immediately due and payable.

ENTIRE AGREEMENT

(a) This Agreement and these General Terms and Conditions constitutes the entire agreement between Seller and Buyer as to the matter stipulated in this Agreement and merges and supersedes all previous negotiation, agreements and commitments in respect to it and supersedes any terms and conditions contained in any other document other than this Agreement, including any purchase order, delivery receipt or other document issued or designated by Buyer (whether before or after this Agreement).

(b) Provided, however, that if these General Terms and Conditions are in conflict with any terms of any Sales and Purchase Agreement, Distributorship Agreement, or similar agreements regarding distribution or supply of the Goods, then the terms of those agreements shall prevail over the terms herein to the extent of such inconsistency.

GOVERNING LAW AND DISPUTES RESOLUTION

This Agreement shall be interpreted, governed by and construed in accordance with the laws of Singapore. In event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (the “Dispute”), the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of SIAC for the time being in force, in English.