Sales and delivery conditions of Shenzhen Design Center Co., Ltd

1.Application and Validity

The following conditions of Shenzhen Design Center Co., Ltd (hereinafter named SZDC) are valid for all contracts that are concluded between SZDC and the contract party (hereinafter named customer). The conditions apply in particular to all future business even if specific reference is not made to them. The following conditions apply only to entrepreneurs. Entrepreneurs, according to these conditions, are natural and legal persons or legal partnerships with which business relations can be formed and which exercise a commercial, or independent professional activity.

Any amendments to the content of this contract must be made in writing.

The customer must not transfer his contractual rights or parts of these to third parties without our written consent.

If technical information, proposals and advice are provided for no additional charge in the scope of this business and within our capacities, this is done under the exclusion of any commitment and liability.

2.Price and payment conditions

The prices that are given in the order confirmation are binding. This is also valid if we have had to exceed the agreed time of delivery.

Regardless of invoicing or receipt of the invoice, payments are due immediately upon delivery of the goods. The customer falls into arrears if he does not provide payment within 30 days after delivery or receiving the invoicing. Irrespective of this the customer falls into arrears with an overdue notice. The interest on arrears is at 8 percentage points above the basic interest rate. If we are able to prove more arrears damage then we are entitled to assert this right.

Compensation with counterclaims is excluded unless the counter claim is accepted or legally established. The customer can only exercise a right of retention if his counterclaim is based on the same contractual relationship.

3.Delivery and transfer risk

SZDC will make a good faith effort to complete delivery of the products as indicated by Seller in writing, but we assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to us, including, but not limited to, liability for Seller's non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of Seller. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay

All products are shipped F.O.B., point of shipment. Risk of loss shall transfer to SZDC upon tender of goods to customer, customer's representative, or common carrier. The cost of any special packing or special handling caused by customer's requirements or requests shall be added to the amount of the order. If customer causes or requests a shipment delay, or if we ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by customer or its agents or employees, storage and all other additional costs and risks shall be borne solely by customer. Claims for products damaged or lost in transit should be made by customer to the carrier, as our responsibility ceases upon tender of goods to customer, customer's representative or common carrier.

4.Complaints and guarantee

For faulty goods we first of all offer, according to our choice and within the scope of the guarantee, to rectify the fault or arrange for delivery of a replacement. We shall bear the costs incurred by this, in particular the operating, travel, material and transport costs.

The guarantee period is one year from the transfer of risk for the delivery item. This does not apply if the customer has not informed us of the fault in time.

If the customer receives the wrong assembly manual, SZDC are only obliged to deliver a correct assembly manual and this only if the error in the assembly manual excludes the correct assembly.

5.Risk/Title

All goods will remain the property of SZDC until the price of such goods has been paid in full(in TT or LC)

Risk in the goods will pass to the customer from the date of delivery unless the customer is dealing as a consumer, in which case the goods shall remain at SZDC’s risk until they are they are delivered to consumer.

When making deliveries abroad, if certain measures are required in the importing country in order to achieve the effectiveness of the retention of title specified above or any other rights due to us there, then the customer must inform us of this and undertake such measures at his own cost. If legislation in the importing country does not allow for a retention of title, but allows the seller to retain other rights to the security object, we can exercise all rights of this kind. If this does not provide us with security amounting to the same level of our claims against the customer, then the customer undertakes to provide us with other securities for the goods supplied or other securities and to do so at his own cost.

6.Confidentiality

All information provided by SZDC or companies associated with it by means of the offer, during the contractual negotiations or while carrying out the order, is considered to be "confidential" if - it relates to the object of the contract which RM or associated companies are purchasing and - if it was neither public knowledge or nor was known to the customer or his associated companies before being received from SZDC without an obligation relating to its confidentiality.

Information is not considered to be confidential if it has become public knowledge without this agreement being infringed or has been legally reported to the customer or his associated companies by another party without an obligation relating to its confidentiality.

The customer's duties arising from this confidentiality agreement cease to apply ten years after publication of each single item of confidential information.

7.Area of jurisdiction of, place of performance, applicable legislation and language

The place of performance and payment is China.

These Terms and Conditions shall be governed by China Law and shall be subject to the non-exclusive jurisdiction of the Chinese courts.

These Terms and Conditions are written in the English language and all notices and communications shall be in the English language. In the event that these Terms and Conditions are translated into another language, the English language text shall prevail.
8.Salvation clause

If individual clauses of these conditions are or become wholly or partially ineffective, or if a gap is found in these conditions, the validity of the remaining conditions is not affected. A valid clause which most closely reflects the original intended meaning of the ineffective clause is agreed on in place of the ineffective clause. In the event of a gap, agreement is reached on a clause which most closely reflects the original intended meaning of this clause if the matter had been considered in advance. This also applies if the ineffectiveness of a clause depends on a standardized measurement of work or time in these conditions; a measurement of work or time which most closely reflects both that permissible by law and that intended is agreed on in its place.

Shenzhen Design Center Co., Ltd
(Status July 2009)