Terms and Conditions

1. Interpretation

The following definitions and rules of interpretation shall apply in the Terms and Conditions:

Definition

“Business Day” means a day other than a Saturday, Sunday or public

holiday in Hong Kong.

“Contract” means a legally binding document formed between IMPORTERON LTD

and the Supplier for the supply of Goods / Services which consists of the Terms and Conditions and

provisions relating to the scope and supply of the Goods / Services that are contained in the Tender Invitation and the Tender.

Submission.

“Delivery Date” means the date or dates for the delivery of the Goods/

Services as specified in the Contract, the Tender Invitation

and/or the Tender Submission, as the case, maybe.

“Deliverables” [Applicable to the supply of Services] means the Services and all documents, products, reviews, reports, findings, and materials compiled, developed, prepared, authored by the

Supplier or its agents, contractors and/or employees as part of or in relation to any of the Services in any form or media, including but not limited to drafts or finalized versions of

any drawings, maps, plans, diagrams, designs, pictures, computer programmes, data, specifications and reports. [Applicable to the supply of Goods] means any of the Goods as specified in the Contract, the Tender Invitation and/or the Tender Submission, as the case, maybe.

“Delivery Location” means the address or addresses for the delivery of the Goods / Services as specified in the Contract, the Tender Invitation and/or the Tender Submission, or as confirmed by

IMPORTERON LTD, as the case, maybe.

“Force Majeure Event” means any acts of god, war, insurrection, riot, civil or social unrest, sabotage,

boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, the outbreak of any

disease, virus epidemic, riots, public disorder, violent demonstrations, blockade, government regulations, legal proceedings.

“Goods” means the goods that are requested or to be acquired by IMPORTERON LTD from the Supplier, including, without limitation, the provision of the Deliverables, details of which are set out

in the Contract, Tender Invitation, and the Tender Submission.

“Intellectual Property Rights”

means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including but not limited to knowhow and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Services” means the services that the Supplier has been engaged by

IMPORTERON to provide including, without limitation, the provision of the Deliverables, as more particularly described in the Contract, Tender Invitation and/or the Tender Submission, as applicable.

“Supplier” means the company, entity or individual who is engaged by IMPORTERON LTD to supply the Goods / Services.

“Tender Invitation” means the request for quotation or the request for proposal, as the case maybe, that has been issued by IMPORTERON LTD to invite tender submissions from third parties (including the Supplier) for the provision of the Goods / Services.

“Tender Submission” means the quotation or proposal, as the case maybe, that is submitted by the Supplier to IMPORTERON LTD in response to the Tender Invitation.

“Terms and Conditions” means the General Terms and Conditions for Goods and Services of Importeron Ltd. IMPORTERON LTD and the Supplier shall, where the context permits, individually be referred to as a “Party” and collectively as the “Parties”.

2. Legally Binding Contract

2.1 The Supplier hereby acknowledges and accepts that, notwithstanding whether a

Contract is issued by IMPORTERON LTD, it is legally bound by the Terms and Conditions once

it has been selected by IMPORTERON LTD as the Supplier pursuant to the selection procedure of

the Tender Invitation.

2.2 IMPORTERON LTD shall not be bound by, and the Supplier hereby expressly excludes any other

terms and conditions stipulated in the Tender Submission or any of the Supplier’s forms and documents.

3. Warranties and Acceptance

[Clauses 3.1 to 3.2 are applicable to the supply of Services]

3.1 The Supplier warrants that the Services to be rendered to IMPORTERON LTD shall: Importeron Ltd

3.1.1 corresponds with the applicable scope of work, specification(s) and/or

requirements that have been designated by IMPORTERON LTD;

3.1.2 be performed, provided and carried out in a timely, diligent, competent and professional manner and all Deliverables shall be completed by the relevant

Delivery Date with all reasonable skill and care by employees, officers, agents, and contractors who have the necessary qualifications, ability, experience, skills, expertise and capacity; and

3.1.3 be in compliance with all applicable statutory and regulatory requirements.

3.2 The warranties in Clause 3.1 above shall apply for the entire period during which the

Supplier’s appointment by IMPORTERON LTD as the provider of the Services remains in place or

as otherwise agreed between the Supplier and IMPORTERON LTD in writing.

[Clauses 3.3 to 3.8 are applicable to the supply of Goods]

3.3 The Supplier warrants that, for a period of eighteen (18) months from the date of

acceptance or as otherwise agreed between the Supplier and IMPORTERON LTD, the Goods to be

rendered to IMPORTERON LTD shall:

3.3.1 correspond with the applicable specification(s), drawing(s), description(s)

or sample(s) provided to IMPORTERON LTD;

3.3.2 be new;

3.3.3 be completely free from defects in design, material and workmanship;

3.3.4 be of merchantable quality and fit for their intended purpose, made known

to the Supplier by IMPORTERON LTD, whether expressly or by implication, and/or as set

out in the Tender Invitation, and which the Supplier acknowledges and

accepts that IMPORTERON LTD relies solely on the Supplier’s expertise, experience and

judgment to ensure that the Goods achieve are of merchantable quality and

fit for their intended purpose; and

3.3.5 be in compliance with all applicable statutory and regulatory requirements.

3.4 All Goods ordered are subject to final inspection, testing, and acceptance by IMPORTERON LTD which shall be without prejudice to any other rights and remedies available to IMPORTERON LTD:

3.4.1 if any Goods do not correspond with the requirements in Clause 3.4, IMPORTERON LTD

reserves the right to reject the Goods or to require the Supplier to, at the

Supplier’s own cost, take immediate remedial actions;

3.4.2 IMPORTERON LTD may conduct further inspection and testing after the Supplier has

carried out the relevant remedial actions;

3.4.3 if the rejected Goods have been paid for, IMPORTERON LTD shall have the right to return

the rejected Goods and the Supplier shall, without delay, without any off-

Importeron Ltd

set or deductions (including without limitation for any administrative fees

and/or expenses), refund the paid amount to IMPORTERON LTD ;

3.4.4 the Supplier shall cover all costs incurred in case of rejected Goods,

including but not limited to all inspection, handling and transportation

expenses; and

3.4.5 the Supplier shall remain fully responsible for the Goods until IMPORTERON LTD has

accepted the Goods and that any inspection or testing that are conducted by

IMPORTERON LTD f r the purpose of determining whether the Goods are acceptable

shall not reduce or otherwise affect the Supplier’s obligations under the

Contract.

3.5 The Supplier shall ensure that, throughout the term of the Contract, it has and

maintains all relevant licences, permissions, authorisations, consents and permits

that it requires to fully carry out its obligations under this contract.

3.6 The Supplier shall ensure that the Goods are properly packed and secured during

shipment and delivery to ensure that the Goods are not damaged when they

reach the Delivery Location.

3.7 Where a Delivery Date is specified for the delivery of the Goods, time shall

be of the essence and the Supplier undertakes to IMPORTERON LTD that the relevant Goods shall

be delivered to IMPORTERON LTD:

3.7.1 on the Delivery Date or according to the schedule specified;

3.7.2 to the Delivery Location; and

3.7.3 during IMPORTERON LTD’s normal business hours, or as otherwise instructed in writing

by IMPORTERON LTD.

3.8 The Supplier shall ensure that the quantity of each shipment of the Goods that are

delivered to IMPORTERON LTD, correspond to the quantity in accordance with the Contract and

as stated in the relevant packing list, bill of lading, airway bill and/or any other

documentation, as applicable, that have been issued by the Supplier to IMPORTERON LTD for the

customs clearance.

3.9 The Supplier shall provide the Deliverables on the relevant Delivery Date(s). Any

provision of Goods/ Services and/or Deliverables by the Supplier shall be subject to

acceptance by IMPORTERON LTD before the relevant Goods/ Services and/or Deliverables in

question are regarded as having been completed and delivered.

4. Title and Risk

[Clauses 4.1 and 4.2 are applicable to the supply of Goods]

4.1 Risk of loss or damage to the Goods shall remain with Supplier until IMPORTERON LTD has

expressly given its acceptance of the Goods. Where applicable, IMPORTERON LTD shall

determine whether to accept the Goods by conducting acceptance testing of the Importeron Ltd.

Goods in accordance with the acceptance testing procedures and criteria as specified

in the Contract and/or Tender Invitation and acceptance of the Goods shall be

determined by the outcome of such testing procedures and criteria and evidenced by a

letter of acceptance from IMPORTERON LTD or as otherwise accepted by IMPORTERON LTD in any other format as it deems fit.

4.2 Title in the Goods shall pass from the Supplier to IMPORTERON LTD upon express written

acceptance of the Goods by IMPORTERON LTD in accordance with Clause 4.1 without prejudice

to any rights to reject, claim damages and/or any other remedies available to IMPORTERON LTD

after such express acceptance.

5. Price and Payment

5.1 Unless otherwise specified in the Contract, Tender Invitation and/or the Tender

Submission, the price(s) submitted by the Supplier for the Goods / Services includes

all charges and expenses directly and indirectly incurred by the Supplier in respect

of

(i) [for the supply of Services] the performance of the Services.

(ii) [for the supply of Goods] the supply of the Goods, including, without

limitation, any import fees and/or duties, the cost of packaging, shipping,

insuring and for the delivery of the Goods.

Until such Deliverables have been delivered, the Supplier shall be solely responsible

for their safe keeping and will not use them for any purposes not connected with the

Contract.

5.2 No extra charges by the Supplier or its agents shall be effective unless agreed in

writing with IMPORTERON LTD.

5.3 The Supplier shall, without delay, render to IMPORTERON LTD invoices and such other

documentation as IMPORTERON LTD may reasonably require. For the supply of Goods, the

Supplier shall provide documentation, including but not limited to any bills of lading,

airway bills, custom forms, export licenses and permits, country of origin statements,

packing lists, delivery receipts and such other documentation, as appropriate.

5.4 Unless otherwise specified in the Contract, Tender Invitation and/or the Tender

Submission, IMPORTERON LTD shall settle payment to the Supplier in Hong Kong Dollars in the

following manner:

(i) [for the supply of Services] within thirty (30) days after the relevant invoice

date. The Supplier shall not issue any invoice respecting any Services

unless and until IMPORTERON LTD has confirmed acceptance of the Service and

Deliverables in accordance to Clause 3.3.

(ii) [for the supply of Goods] within thirty (30) days after the relevant invoice

date provided that the Goods and Deliverables have been accepted by IMPORTERON LTD

in accordance with Clause 4. The Supplier shall not issue any invoice in

Importeron Ltd respect of any Goods unless and until IMPORTERON LTD has confirmed acceptance of

the relevant Goods.

5.5 If IMPORTERON LTD fails to fulfil its payment obligation in a timely fashion, it must be given

notice of default and granted a reasonable term by the Supplier to fulfil its payment

obligation before IMPORTERON LTD can be deemed by the Supplier to be in default.

5.6 Without prejudice to any other rights of IMPORTERON LTD , it shall be entitled to suspend or

withhold payment if the Goods / Services rendered by the Supplier are unsatisfactory

to IMPORTERON LTD.

5.7 IMPORTERON LTD may, in its sole discretion and at any time, set off any liability of IMPORTERON LTD to the Supplier, whether such liability is actual or contingent, liquidated or unliquidated, and whether such liability arises from the provision of the Goods / Services.

Any exercise by IMPORTERON LTD of its rights under this Clause 4 shall not limit or affect any

other rights or remedies available to it under the Contract or otherwise.

6. Remedies

[Clauses 6.1 to 6.5 are applicable to the supply of Services]

6.1 If the Supplier fails to perform the Services in accordance with the Terms and

Conditions, the relevant provisions in the Contract, Tender Invitation and/or the

Tender Submission (including, without limitation, any relevant deadlines or

timetable), IMPORTERON LTD shall, without limiting or affecting other rights or remedies

available to it, have one or more of the following rights:

6.1.1 terminate the Contract with immediate effect by giving written notice to the

Supplier without liability;

6.1.2 refuse to accept any subsequent performance of the Services which the

Supplier attempts to make;

6.1.3 recover from the Supplier any costs incurred by IMPORTERON LTD in obtaining

substitute services from a third party;

6.1.4 require a refund from the Supplier of sums paid in advance for the Services

that the Supplier has not provided; and/or

6.1.5 claim damages for any additional costs, loss or expenses incurred by IMPORTERON LTD

which are in any way attributable to the Supplier's failure to perform the

Services in accordance with the Terms and Conditions, the relevant

provisions in the Contract, Tender Invitation and/or the Tender Submission.

6.2 Time shall be of the essence for the Supplier to deliver the Services. If the Services

are not duly performed by any relevant deadlines or timetable as specified under the

Contract, Tender Invitation and/or the Tender Submission, IMPORTERON LTD may, at its sole

discretion, claim or deduct one percent (1%) of the total Contract price for the

Services for each day of delay that is incurred by the Supplier in performing the

Importeron Ltd relevant Services by way of liquidated damages, up to a maximum of fifty percent

(50%) of the total Contract price for the Services.

6.3 If the Supplier is in breach of any of the warranties given under Clauses 3.1 to 3.3,

then, without limiting or affecting its other rights or remedies, IMPORTERON LTD shall have one

or more of the following rights:

6.3.1 terminate the Contract with immediate effect by giving written notice to the

Supplier;

6.3.2 require the Supplier to rectify any part of the Services to which the breach(s)

relate;

6.3.3 demand a full refund from the Supplier of any portion of the Contract price

that has been paid to the Supplier;

6.3.4 refuse to accept any subsequent performance of the Services which the

Supplier attempts to make;

6.3.5 recover from the Supplier any expenditure incurred by IMPORTERON LTD in obtaining

substitute services or deliverables from any other third party(ies); and/or

6.3.6 demand that Supplier indemnifies IMPORTERON LTD for any additional costs, loss

and/or expenses incurred by IMPORTERON LTD as a consequence of the Supplier's

failure to comply with any of the warranties given under Clauses 3.1 to 3.3.

6.4 The Terms and Conditions shall extend to any substitute or remedial services

provided by the Supplier.

6.5 IMPORTERON LTD’s rights and remedies under the Contract are in addition to, and not exclusive

of, any rights and remedies implied by statute and/or common law.

[Clauses 6.6 to 6.8 are applicable to the supply of Goods]

6.6 If the Goods are not delivered on the relevant Delivery Date, or do not comply with

the warranties under Clause 3.4 or as otherwise agreed in the Contract, then, without

limiting any of its other rights or remedies, and whether or not it has expressly

accepted the Goods, IMPORTERON LTD may exercise any one or more of the following remedies:

6.6.1 terminate the Contract with immediate effect by giving written notice to the

Supplier without liability;

6.6.2 reject the Goods (in whole or in part) by giving notice in writing to the

Supplier before or after delivery and return the rejected Goods to the

Supplier at the Supplier's own risk and expense;

6.6.3 require the Supplier to repair or replace the rejected Goods, or to provide a

full refund of the price of the rejected Goods (if paid);

6.6.4 refuse to accept any subsequent delivery of the Goods which the Supplier

attempts to make;

6.6.5 recover from the Supplier any costs incurred by IMPORTERON LTDin obtaining

substitute goods from a third party; and/or

6.6.6 claim damages for any additional costs, loss or expenses incurred by IMPORTERON LTD which are in any way attributable to the Supplier's failure to perform and

fulfil its obligations under the Contract.

6.7 The Terms and Conditions shall extend to any substitute or remedial goods provided

by the Supplier.

6.8 IMPORTERON LTD's rights and remedies under the Contract are in addition to, and not exclusive

of, any rights and remedies implied by statute and/or common law.

6.9 This Clause 6 shall survive termination and expiry of the Contract.

7. Indemnity

[Clauses 7.1 and 7.2 are applicable to the supply of Services]

7.1 The Supplier shall indemnify IMPORTERON LTD against all liabilities, costs, expenses, damages

and losses (including but not limited to any direct, indirect or consequential losses,

loss of profit, loss of reputation) and all interest, penalties and legal costs and all

other professional costs and expenses suffered or incurred by IMPORTERON LTD arising out of,

as a result of or in connection with:

7.1.1 any claim brought against IMPORTERON LTD or actual or alleged infringement of a

third party’s Intellectual Property Rights arising out of or in connection with,

the receipt, use or supply of the Services and/or the Deliverables provided

by the Supplier; and

7.1.2 any claim made against IMPORTERON LTD by a third party arising out of or in

connection with the Services and/or the Deliverables provided by the

Supplier, to the extent that such claim arises out of the breach, negligent

performance or failure or delay in performance of the Contract by the

Supplier, its employees, agents or subcontractors.

7.2 This Clause 7 shall survive termination and expiry of the Contract.

8. Termination

8.1 Without prejudice to any of its other rights or remedies, IMPORTERON LTD may terminate the

Contract with immediate effect by giving the Supplier written notice if:

8.1.1 there is a change of control of the Supplier; or

8.1.2 the Supplier’s financial position deteriorates to such an extent that in

IMPORTERON LTD's opinion, of the Supplier’s capability to adequately fulfil its obligations

under the Contract has been placed risking; or

8.1.3 the Supplier commits a material breach of the Terms and Conditions

or any conditions of the Contract and such breach is irremediable or if such

breach is remediable but the Supplier fails to remedy that breach within a

reasonable period of time in IMPORTERON LTD ’s opinion; or

8.1.4 the Supplier shall have a receiver or an administrative receiver appointed or

shall pass a resolution for winding-up (other than for the purposes of a bonafide scheme

of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall

make an order to that effect or if the Supplier shall become subject to an administrative order

or shall enter into any voluntary arrangement with its creditors or suspends, or threatens to suspend,

or ceases or threatens to cease to carry on all or a substantial part of its business.

For the purpose of this Clause 8, the term “control” (including the correlative terms "controlling",

"controlled by", and "under common control with") shall mean possession directly or indirectly,

through one (1) or more intermediaries, of the power to direct or cause the direction of management

and policies of a person, whether through ownership of voting securities or other equity interests,

or by shareholders' agreement or otherwise.

9. Consequences of Termination

9.1 On termination of the Contract for any reason, the Supplier shall immediately deliver

to IMPORTERON LTD

(i) [for the supplier of Services]: all Deliverables, whether then complete.

(ii) [for the supplier of Goods]: all Deliverables, including, without limitation,

all materials, information, operating manuals, guides, specifications and any

other information relating to Goods that have already been delivered and

accepted by IMPORTERON LTD to IMPORTERON LTD.

9.2 Termination or expiry of the Contract shall not affect any of the rights, remedies,

obligations or liabilities of both the Supplier and IMPORTERON LTD that have accrued up to the

date of termination or expiry.

9.3 Any provision of the Contract that expressly or by implication is intended to come

into or continue to be in force on or after termination or expiry of the Contract shall

remain in full force and effect.

10. Insurance

10.1 During the term of the Contract, the Supplier shall maintain, at its own cost and with

a reputable insurance company, valid insurance(s) including but not limited to

professional indemnity insurance, public liability insurance, and/or contractors’ all

risks insurance, as the case may be, covering an insured sum that is adequate to cover

liabilities that may arise under or in connection with the Contract. On IMPORTERON LTD's

request, the Supplier shall produce a copy of the certificate of insurance showing the

insured sum and the insurance coverage.

11. Intellectual Property Rights

11.1 The Supplier guarantees that the Goods / Services provided hereunder will not

infringe upon any Intellectual Property Rights of any third party(ies).

11.2 Unless otherwise agreed in writing between IMPORTERON LTD and the Supplier, IMPORTERON

LTD shall own all Intellectual Property Rights arising out of and pertaining to the Deliverables.

11.3 [Applicable to the supply of Services]: To the extent that ownership of any such

Intellectual Property Rights in any of the Deliverables remain with the Supplier, the

Supplier grants to IMPORTERON LTD a fully paid-up, worldwide, exclusive, royalty-free

perpetual and irrevocable licence to copy and modify the Deliverables for the

purposes of receiving and using the Services and Deliverables.

11.4 [Applicable to the supply of Goods]: To the extent that any of the Goods incorporate

and/or utilize any Intellectual Property Rights that are owned by the Supplier, the

Supplier grants to IMPORTERON LTD a fully paid-up, worldwide, exclusive, royalty-free

perpetual and irrevocable licence to use such Intellectual Property Rights in the

Goods. Where the Goods incorporate and/or utilize any third party Intellectual

Property Rights (other than those owned by the Supplier), the Supplier shall, at the

Supplier’s own cost, procure that all such consents, licenses authorizations and/or

permissions have been obtained from such third parties to enable IMPORTERON LTD to

enjoy the full and unfettered use of the Goods.

12. Safety

12.1 The Goods / Services shall be provided by employees, contractors, and agents of the

Supplier in a manner which conforms to the applicable laws and regulations as well

as any procedures and instructions intended to prevent accidents, injuries and losses.

12.2 All containers for hazardous chemicals and flammable materials shall be labelled

accordingly, to facilitate proper handling and storage.

13. Data Privacy / Personal Data

13.1 Where the scope of Services covers personal data management, the Supplier

undertakes to comply with all applicable data protection laws, including but not

limited to, the Hong Kong Personal Data (Privacy) Ordinance, the European Union

General Data Protection Regulation and the China Personal Information Protection

Law regarding the collection and processing of any personal data handled by

the Supplier and as passed to the Supplier under the Contract.

14. Force Majeure

14.1 Neither Party shall be in breach of the Contract nor be liable for delay in performing,

or failure to perform, any of its obligations under the Contract if such delay or failure

is attributable to a Force Majeure Event.

14.2 IMPORTERON LTD shall have the right to suspend or cancel the supply of the Goods / Services

or any part there of in case of a Force Majeure Event, and the Supplier shall make the

corresponding adjustments to the total Contract price.

14.3 If a Party is prevented, hindered or delayed from or in supplying any of the Goods /

Services under the Contract due to any Force Majeure event, it shall notify the other

Party in writing of the occurrence of such event and the circumstances thereof within

two (2) Business Days after the occurrence of such an event.

14.4 The Party or Parties affected by the Force Majeure Event shall use reasonable efforts

to mitigate the effect thereof upon its or their performance of the Contract and to

fulfil its obligations under the Contract.

14.5 If the performance of the Contract is substantially prevented, hindered or delayed for

a single period of more than thirty (30) days or an aggregate period of more than

sixty (60) days due to one or more Force Majeure Event(s), the Parties shall

negotiate in good faith to attempt to develop a mutually satisfactory solution, failing

which either Party may terminate the Contract by giving written notice to the other,

but without prejudice to either Party's rights.

15. Assignment

15.1 The Supplier shall not assign any of its interests, rights and obligations under the

Contract nor shall it subcontract performance of all or any part of the Contract

without the prior written consent of IMPORTERON LTD. All of the provisions of the Terms and

Conditions shall be binding upon the Supplier’s permitted assignees or subcontractor,

as the case may be.

16. Confidentiality

16.1 The Supplier undertakes that it shall not at any time during the Contract, and for a

period of two (2) years after the termination or expiry of the Contract, disclose to

any person any confidential information concerning the business, affairs, customers,

clients of IMPORTERON LTD, except as permitted by Clause 16.2 below.

16.2 The Supplier may only disclose IMPORTERON LTD’s confidential information:

16.2.1 to its employees, officers, representatives, subcontractors, or advisors on a

need-to-know basis and for the purposes of performing its obligations under

the Contract. It shall ensure that its employees, officers, representatives,

subcontractors, or advisors to whom it discloses such confidential

information complies with this Clause 16 or

16.2.2 as may be required by law, the court or any governmental or regulatory

authority; or

16.2.3 IMPORTERON LTD has given prior written consent to the disclosure of confidential

information.

16.3 Neither Party shall use the other Party’s confidential information for any purposes

other than to perform its obligations under the Contract.

16.4 This Clause 16 shall survive the termination or expiry of the Contract.

17. Waiver

17.1 A waiver of any right or remedy under the Contract or by law is only effective if

given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.2 Acceptance of, or payment for, all or part of the Goods / Services supplied according

to the Contract shall not be deemed to be a waiver by IMPORTERON LTD of its right to any

remedies, including but not limited to, claims for any losses, costs incurred or

damages, and to cancel all or any part thereof, due to any delay or failure to abide by

the Terms of Conditions, Contract, the Tender Invitation and/or the Tender

Submission.

18. Amendments and Variation

18.1 Any amendments to the Contract shall only come into effect if agreed by both Parties in writing.

19. Governing Law and Jurisdiction

19.1 The Terms and Conditions shall be governed by and construed in accordance with

the laws of Hong Kong Special Administrative Region.

19.2 The Parties submit to the exclusive jurisdiction of the courts of Hong Kong Special

Administrative Region.

20. Notices

20.1 Any notice or other communication given to a Party under or in connection with the

Contract shall be in writing and shall be delivered by hand or by pre-paid post at its

registered office or its principal place of business; or sent by fax to its main fax

number; or sent by email to the address provided by the Supplier in the Contract.

20.2 A notice or other communication shall be deemed to have been received:

20.2.1 as may be required by law, the court or any governmental or regulatory

authority;

20.2.2 if delivered by hand, on signature of a delivery receipt or at the time the

notice is left at the proper address;

20.2.3 if sent by pre-paid post, on the second Business Day after posting;

20.2.4 if sent by fax or email, at the time of transmission; or

20.2.5 if this time falls outside business hours in the place of receipt, when business

hours resume.

In this Clause 20.2, business hours means 9.00am to 5.45pm Monday to Friday on a

day that is not a public holiday in the place of receipt.

20.3 This Clause 20.2 does not apply to the service of any proceedings or other documents

in any legal action or, where applicable, any other method of dispute resolution.

21. Probity

21.1 The Supplier shall observe the Prevention of Bribery Ordinance (Cap. 201 of the

Laws of Hong Kong Special Administrative Region) (“PBO”). The Supplier shall

not, and shall procure that its directors, employees, consultants, agents, contractors

and other personnel who are in any way involved in the supply of Goods / Services

shall not, offer to or solicit or accept from any person any money, gifts or advantages

(as defined in the PBO) in relation to the supply of Goods / Services.

21.2 If the Supplier and/or any of its directors, employees, contractors, agents, contractors

and other personnel who are in any way involved in the supply of Goods / Services

commit any offence under the PBO in relation to the supply of Goods / Services,

IMPORTERON LTD shall be entitled to terminate this Contract and shall hold the Supplier liable

for any loss or damages IMPORTERON LTDmay sustain arising from such termination.

22. Entire Agreement and Suppression

22.1 The Parties acknowledge and accept that the Contract constitutes the entire

agreement between them with regard to the Goods / Services and supersedes all prior

agreements, discussions, arrangements and undertakings, if any, between the Parties

in respect of the Goods / Services.

23. Contract Documents

23.1 IMPORTERON LTD has a right to agree with the Supplier on additional terms and conditions (in

form of a written contract) in addition to the Terms and Conditions. In the event of

any inconsistencies among documents forming the Contract, the documents shall be

construed according to the following order of precedence:

(a) A contract with additional terms and conditions (if any);

(b) The Terms and Conditions;

(c) Tender Invitation;

(d) Other documents forming the Contract (if any).

23.2 Subject to clause 23.1, the several documents forming the Contract are to be taken

as mutually explanatory of one another. However, in case of ambiguities or

discrepancies (other than ambiguities or discrepancies within the Supplier’s Tender

Submission) the same shall be interpreted by IMPORTERON LTD.

IMPORTERON LTD’s interpretation shall be final.

24. General

24.1 No prejudice to rights / waiver: No failure to exercise, or delay in exercising, any

right or remedy under the Contract will operate as a release or waiver of such right

or remedy or any other right or remedy, nor will any single or partial exercise of any

right or remedy under the Contract or provided by law preclude any other or further

exercise of it or the exercise of any other right or remedy. A waiver of any breach of

the Contract or any right of remedy under the Contract shall not be effective, or

implied, unless that waiver is in writing and is signed by the Party against whom that

waiver is claimed.

24.2 Severability: If any term in or provision of the Contract is held to be illegal or

unenforceable, in whole or in part, under any enactment or rule of law, the term or

provision shall to that extent be deemed not to form part of the Contract and the

enforceability of the remainder of the Contract shall not be affected and shall be

enforced to the full extent permitted by law.

24.3 Rights cumulative: The rights and remedies provided in the Contract are cumulative

and not exclusive of any rights or remedies provided by law.

24.4 Survival: Termination shall not affect any rights and/or obligations accrued before

the date of termination or any rights and/or obligations or provisions of the Contract

expressed or intended to survive any termination of the Contract.

24.5 Successors and Assigns: The terms and conditions of the Contract shall be binding

upon and shall inure to the benefit of the successors in interest and the assigns of the

Parties, except that no assignment, transfer, pledge or mortgage by or through either

Party in violation of the provisions of the Contract shall vest any rights in the

assignee, transferee, pledgee, mortgagee or in any occupant.

24.6 Further assurances: Each Party shall execute such further documents and perform and procure such acts and things as may be necessary to give full effect to each Party’s obligations under the Contract.

24.7 No partnership: Nothing in the Contract shall be construed as creating a partnership, association, trust or joint venture between the Parties. Neither Party nor any of its employees, agents, representatives or contractors is deemed an employee, agent, contractor or representative of the other Party. Neither Party has the authority to bind nor to incur any liability on behalf of the other and neither is such authority implied.

24.8 Exclusion of third parties: Notwithstanding any other provisions of the Contract and save for expressly provided for in the Contract, any person who is not a party thereto shall not have any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong Special Administrative Region) to enforce any provisions of the Contract. For the avoidable of doubt, this provision does not affect any right or remedy of a third party which exists or is available apart from the said ordinance.

Translation: The Terms and Conditions are written in English. If there are other language versions of the Terms and there are discrepancies between the versions, the English version shall prevail. End of Document.