Please see below the general terms and conditions.
Terms and Conditions
1. Definitions and Interpretation
1.1 Unless the context otherwise requires, the following terms used in these “General Terms and Conditions of Sale” (hereinafter referred to as “these General Terms”) shall have the meanings ascribed to them below:
“Buyer” means any individual or entity that submits an order to the Seller to purchase Products.
“Goods” means any tangible parts, systems, or components.
“These General Terms” means these General Terms and Conditions of Sale, which form the basis of the agreement for all transactions between the parties.
“INCOTERMS” means the International Rules for the Interpretation of Trade Terms published by the International Chamber of Commerce and in effect on the date the contract is formed.
“Online Transaction” means an order submitted by the Buyer to the Seller via any e-commerce platform operated or designated by the Seller.
“Order” means an offer made by the Buyer to the Seller to purchase Products.
“Products” means the collective term for “Goods,” “Services,” and “Software” supplied by the Seller under these General Terms.
“Quotation” shall be understood as an invitation to treat, not an offer. A quotation issued by the Seller shall only become binding upon the Seller’s issuance of a written order confirmation.
“Seller” means Poeuhang Hong Kong Limited.
“Services” means any installation, maintenance, repair, consultancy, or other services provided by the Seller.
“Software” means any computer program, related license, and documentation provided or licensed by the Seller for the operation of the Goods.
1.2 For the purposes of these General Terms, if a term is defined in “INCOTERMS,” that term shall have the meaning ascribed to it by “INCOTERMS.” In the event of any conflict between the provisions of “INCOTERMS” and these General Terms, the provisions of these General Terms shall prevail.
2. Basis of Sale and Formation of Contract
2.1 All quotations, sales, and deliveries provided by the Seller to the Buyer shall be exclusively subject to these General Terms and Conditions of Sale (hereinafter referred to as “these Terms”). The Seller’s quotation or order confirmation, together with these Terms, shall constitute the entire and exclusive agreement between the parties (hereinafter referred to as “this Contract”). In the event of any conflict between these Terms and any terms in the Seller’s quotation or order confirmation, the terms in the quotation or order confirmation shall prevail regarding the conflicting portion. Any terms or conditions proposed by the Buyer are hereby expressly excluded.
2.2 Any purchase order or similar document issued by the Buyer constitutes an offer. A binding contract is formed only upon acceptance by the Seller. Acceptance by the Seller shall be evidenced in writing (e.g., via order confirmation or invoice) or demonstrated by the Seller commencing performance of the order. The Seller reserves the absolute right to reject any order without incurring any liability.
2.3 Orders may be submitted in writing or via an electronic platform designated by the Seller. By submitting an order, the Buyer confirms that it has received, read, understood, and unconditionally accepted these Terms.
2.4 From the date the parties complete the first transaction under these Terms, all future transactions shall automatically be governed by the version of these Terms then in effect and provided by the Seller, without the need for further notice or acceptance by the Buyer for each transaction.
2.5 The Buyer acknowledges that, in entering into this Contract, it has not relied on any representation, recommendation, or opinion not expressly set forth in this agreement. The Buyer assumes all risks associated with any advice provided by the Seller’s personnel that has not been confirmed in writing, and the Seller accepts no liability therefor.
2.6 The Seller reserves the right to correct any clerical errors in its sales documents and accepts no liability for such errors.
2.7 This Contract and these Terms are executed solely in the English language. The Buyer is advised to retain a copy of these Terms for future reference.
3. Orders and Specifications
3.1 The Buyer is solely responsible for the accuracy of the orders it submits (including any applicable specifications) and shall provide the Seller, within a reasonable time, with all information necessary for the performance of the Contract.
3.2 The quantity, quality, description, and specifications of the goods shall be as set forth in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.3 If the Goods are produced in accordance with specifications provided by the Buyer or its representative, the Buyer shall indemnify, defend, and hold the Seller harmless against all liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) incurred or arising from any claim that the use of such specifications infringes upon the patent, copyright, design, trademark, or other industrial or intellectual property rights of any third party.
3.4 The Seller reserves the right to make such changes to the specifications of the Goods as it deems necessary to comply with any applicable safety or statutory requirements, or—where the Goods are supplied according to the Seller’s specifications—provided that such changes do not materially affect their quality or performance.
3.5 The Buyer may not cancel an order accepted by the Seller without the Seller’s written consent. In such an event, the Buyer shall indemnify the Seller for all direct costs and confirmed lost profits arising from the cancellation.
3.6 All information, images, and brochures provided by the Seller are for illustrative purposes only, are non-binding, and are subject to change at any time. The Seller cannot guarantee that the colours displayed on the Buyer’s computer accurately reflect the actual colours of the Goods. The colours of the delivered Goods and their packaging may differ slightly from the images.
4. Acceptance of Terms
4.1 The sale of all the Seller’s products is expressly conditional upon the Buyer’s acceptance of these Terms. Any quotation, order confirmation, or other sales-related document issued by the Seller shall be governed by these Terms. These Terms are hereby incorporated by reference into each such document and any contract formed thereunder.
4.2 Any product order placed by the Buyer in any form—whether oral, written, or electronic (including via EDI or other e-commerce platforms)—constitutes an irrevocable and unconditional acceptance of these Terms. The Seller hereby expressly objects to and excludes any additional or conflicting terms proposed by the Buyer. Any reference in the Seller’s documents to the Buyer’s purchase order or purchase order number is for administrative convenience only and shall in no way constitute acceptance of any of the Buyer’s terms or conditions.
4.3 No modification, amendment, or waiver of these Terms shall be binding upon the Seller unless set forth in a written document signed by an authorized representative of the Seller. In the event of any inconsistency between these terms and any other document, the order of precedence set forth in the “Entire Agreement” clause of this Contract shall prevail.
5. Price and Payment
5.1 Product prices shall be based on the applicable quotation. Unless otherwise stated, all prices exclude any taxes, duties, and similar levies, which shall be borne by the Buyer. Notwithstanding any other provision in this Agreement, the Seller reserves the right to adjust prices upon written notice to the Buyer in the event of significant changes in market conditions (including fluctuations in exchange rates, tariffs, raw material costs, logistics, and labour costs).
5.2 Unless otherwise agreed in writing, all prices are Ex Works (EXW) from the warehouse designated by Poeuhang Hong Kong Limited, in accordance with Incoterms® 2020. If delivery to an address designated by the Buyer is required, the relevant terms and costs shall be agreed upon separately in writing by both parties.
5.3 Unless the Seller has expressly agreed to different payment terms in writing within a quotation, order confirmation, or a separate agreement signed by both parties, all payments shall be made in full on or before delivery. The Buyer shall not withhold or set off any amounts due for any reason.
5.4 If the Buyer fails to make full payment of any amount by the due date, the Seller is entitled to charge default interest on the overdue amount at a rate of 0.5% per week, calculated from the due date until the date of full payment. Such interest shall be calculated on a daily basis and payable immediately upon the Seller’s demand.
6. Shipment, Delivery, Title, and Transfer of Risk
6.1 Any delivery dates provided by the Seller are estimates. The Seller shall not be liable for any damages, losses, or expenses incurred by the Buyer due to delayed delivery.
6.2 Regardless of the mode of transport, title to the products and the risk of loss or damage shall pass to the Buyer when the Seller delivers the products to the first carrier at its facility.
6.3 Unless otherwise agreed in writing prior to shipment, for domestic deliveries, the Seller shall select and arrange the carrier and method of delivery on the Buyer’s behalf, and all related costs and expenses shall be borne solely by the Buyer. Freight and insurance charges shall be advanced by the Seller and invoiced to the Buyer as separate line items. Any additional transportation costs arising from the Buyer’s acts or omissions shall be borne by the Buyer.
6.4 The Buyer shall not return, repackage, or attempt to return any products without the Seller’s prior written authorization. The Buyer shall bear all costs, risks, and expenses associated with any authorized return.
7. Warranty
7.1 The Seller warrants that the goods it manufactures will be free from defects in material and workmanship for a period of twelve (12) months from the date of delivery. This warranty does not cover normal wear and tear, consumable parts, cosmetic damage, or damage resulting from accident, abuse, misuse, negligence, or unauthorized modification or repair by the Buyer or any third party.
7.2 The Seller warrants that its software will substantially conform to the published functional specifications provided to the Buyer for a period of ninety (90) days from the date of delivery (or initial download, if applicable).
7.3 To make a warranty claim, the Buyer must notify the Seller in writing within fifteen (15) days of discovering the non-conformity and provide proof of the purchase/delivery date.
7.4 For any breach of the foregoing warranties, the Seller’s entire liability and the Buyer’s exclusive remedy shall be, at the Seller’s sole option: (a) to repair the defective product; (b) to replace the defective product; or (c) to refund the purchase price of the product upon its return to the Seller. The remedy in (c) shall be available only if the Seller reasonably determines that neither (a) nor (b) is commercially practicable.
7.5 All prices provided by the Seller are predicated upon and in consideration of the exclusive limited warranty and the broad disclaimers of liability set forth in this Section 7.
Warranty Disclaimer: Except as expressly provided in this Section 7, the Seller hereby disclaims all other warranties of any nature, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quality, or durability. All products and services are provided on an “as-is” and “as-available” basis. The Seller does not warrant that the functionality of the software will be uninterrupted, error-free, absolutely secure, or fault-tolerant. Unless expressly authorized otherwise by the Seller in writing, the Buyer shall not use the software for any hazardous or high-risk activities or environments.
8. Claims and Legal Actions
8.1 The Buyer shall inspect all products within a reasonable time after delivery, but in no event later than ten (10) business days following delivery. Any claim regarding a shortage in quantity must be reported to the Seller in writing within this ten-day period; otherwise, the products shall be deemed accepted as to quantity. Any claim for breach of warranty must be notified to the Seller in writing within fifteen (15) days from the date the Buyer discovers, or reasonably should have discovered, the non-conformity.
8.2 Notwithstanding any other provision in these General Terms or any applicable law, the Buyer shall not commence any legal action against the Seller (whether based on contract, tort (including negligence), or any other legal theory) unless such action is filed in a court of competent jurisdiction within twelve (12) months from the date the cause of action first arose; otherwise, the right to bring such action is permanently barred. The parties expressly agree to this shortened statute of limitations and waive any right to rely on any longer statutory limitation period regarding such claims.
9. Limitation of Liability
9.1 Notwithstanding anything to the contrary herein, the Seller’s aggregate liability to the Buyer for all losses and damages arising out of or in connection with these Terms—whether based on contract, warranty, tort (including negligence), breach of statutory duty, or otherwise—shall not exceed the purchase price paid by the Buyer for the specific product giving rise to the claim.
9.2 In no event shall the Seller be liable to the Buyer for any special, indirect, incidental, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or damage to goodwill, whether or not the Seller has been advised of the possibility of such damages.
9.3 The parties acknowledge and agree that the limitations and exclusions of liability set forth in this Section constitute a fundamental element of the parties’ business relationship; without such limitations, the Seller would not enter into transactions under these Terms. This Section 9 shall survive the termination of the parties’ business relationship.
10. Confidential Information
10.1 “Confidential Information” means all technical, commercial, financial, or other information related to the Products or the Seller’s business that is disclosed by the Seller to the Buyer during the course of their business dealings, including but not limited to pricing, technical drawings, parts lists, business plans, and customer data.
10.2 The Buyer agrees to keep strictly confidential all Confidential Information received during the term of these Terms. The Buyer shall not use any Confidential Information for any purpose other than the performance of a specific transaction between the parties (the “Permitted Purpose”) and shall not disclose it to any third party without the Seller’s prior written consent.
10.3 The Buyer shall take reasonable measures to protect the confidentiality of the Confidential Information, exercising a degree of care no less than that used to protect its own similar confidential information. The Buyer may disclose Confidential Information only to employees or consultants who need to know such information to achieve the “Permitted Purpose” and shall ensure that such personnel comply with these confidentiality obligations.
10.4 Upon the Seller’s request, or following the termination of the business relationship with the Buyer, the Buyer shall immediately (i) return to the Seller all written materials containing Confidential Information, and (ii) destroy all electronic copies.
10.5 The parties acknowledge that a breach of this clause may cause irreparable harm. Accordingly, the Seller is entitled to seek injunctive relief to prevent or restrain any breach, in addition to any other remedies permitted by law.
10.6 These confidentiality obligations shall remain in effect for three (3) years following the completion of the final transaction between the parties; regarding information constituting the Seller’s trade secrets, the obligation shall continue until such information no longer constitutes a trade secret.
11. Buyer Property
11.1 Any tools, molds, materials, equipment, or information provided by the Buyer (“Buyer Property”) shall be held at the Buyer’s sole risk. If any Buyer Property has not been used to fulfil the Buyer’s orders for a period of two (2) consecutive years, the Seller reserves the right to dispose of or destroy it at its sole discretion without any notice.
11.2 The Seller shall exercise reasonable care in the custody of Buyer Property. The Seller shall not be liable for any loss of or damage to Buyer Property while in the Seller’s possession or control, unless such loss or damage is directly attributable to the Seller’s gross negligence or wilful misconduct.
12. Dedicated Tooling
12.1 “Dedicated Tooling” includes, without limitation, any tools, jigs, fixtures, and related manufacturing equipment purchased or required for the manufacture of the Products. All Dedicated Tooling is and shall remain the exclusive property of the Seller. Payment of any tooling charges by the Buyer shall not be construed as granting the Buyer any ownership or other interest in such Dedicated Tooling.
12.2 The Seller reserves the right to modify, discard, or dispose of any specialized tooling at any time. However, the exercise of this right shall not affect the Seller’s delivery obligations regarding Buyer orders that have already been signed and remain to be fulfilled at the time of such disposal.
13. Retention of Title
13.1 Notwithstanding the delivery of the goods to the Buyer, title to the products shall remain with the Seller until the Buyer has made full payment of all amounts due (including any interest and costs) for such products and all other products supplied by the Seller to the Buyer under these terms. Prior to full payment, the risk of loss of or damage to the products shall pass to the Buyer upon delivery.
13.2 Prior to full payment, the Buyer shall not mortgage, transfer, resell, or otherwise dispose of the products in any manner, except for resales to third parties in the ordinary course of business. If the Buyer resells the products prior to full payment, it shall hold all proceeds arising from such resale as a trustee for the Seller and shall deposit such proceeds into a separate account established for the benefit of the Seller.
13.3 Upon the occurrence of any event entitling the Seller to terminate the agreement (including the Buyer’s failure to pay amounts when due), the Seller and its agents shall have the right, upon reasonable notice, to enter any premises where the products are located and retake possession of the products without incurring any liability.
14. User Responsibility
14.1 To obtain the protection contemplated by these terms, the Buyer hereby agrees to assume sole responsibility, through its own independent analysis and testing, for: (a) the final selection of the products; and (b) confirming that the products are suitable for their intended application and meet all requirements regarding performance, durability, maintenance, safety, and warnings.
14.2 The Buyer must fully evaluate all aspects of the application, comply with all applicable industry standards and regulations, and strictly adhere to the instructions, guidelines, and specifications provided with the quotation or the products.
14.3 If the Seller provides or recommends product options based on data or specifications supplied by the Buyer, the Buyer shall be solely responsible for verifying the accuracy, suitability, and adequacy of such data and specifications to meet all applications and foreseeable uses of the products.
14.4 If the Buyer is not the end-user of the products, the Buyer shall ensure that the end-user is aware of and complies with all obligations set forth in these Terms. The Buyer shall be liable for any breach of these Terms by the end-user.
15. Product Use and Buyer Indemnification
15.1 The Buyer shall strictly comply with all instructions, guidelines, and specifications provided by the Seller with the quotation or the products. If the Buyer uses or resells the products in any manner prohibited by the Seller’s instructions, guidelines, or specifications, or fails to comply with the foregoing, the Buyer acknowledges that it assumes all risks associated with such use, resale, or non-compliance.
15.2 The Buyer shall indemnify, defend, and hold harmless the Seller and its affiliates, officers, and employees from and against all losses, damages, liabilities, defects, claims, actions, judgments, settlements, interest, awards, penalties, costs, or expenses of any nature (including reasonable attorney’s fees) arising out of or related to:
(a) improper selection, design, specification, application, or misuse of the products; (b) any negligence, misconduct, or omission by the Buyer; (c) the Seller’s use of any models, tools, equipment, plans, drawings, designs, specifications, or other information provided by the Buyer; (d) damage to the products caused by external factors, repair or attempted repair by anyone other than the Seller, failure to follow the Seller’s instructions, use in conjunction with goods not provided by the Seller, or any opening, modification, dismantling, tampering, or repackaging of the products; or
(e) the Buyer’s breach of these Terms. The Seller reserves the right to assume exclusive defence and control of any matter subject to indemnification under these Terms, and the Buyer shall cooperate with such defence. Except as expressly provided in these Terms, the Seller shall under no circumstances be liable to indemnify the Buyer.
16. Cancellation and Modification
16.1 The Buyer shall not cancel or modify any accepted order without the Seller’s prior written consent, including but not limited to changes to the delivery date, quantity, or specifications of the products. Any such consent shall be conditional upon the Buyer agreeing to indemnify, defend, and hold the Seller harmless from all losses, costs, and expenses, including: (a) costs for raw materials, labour, and manufacturing capacity allocated to the order; (b) costs related to the storage, handling, and disposal of finished or semi-finished goods; (c) cancellation fees payable to suppliers; and (d) any lost profits.
16.2 The Seller reserves the right to discontinue or modify the design, features, specifications, or availability of any product at any time. The Seller will use commercially reasonable efforts to notify the Buyer of any such modifications that materially affect product performance.
17. Restrictions on Assignment
The Buyer shall not assign, delegate, or otherwise transfer any rights or obligations under these terms without the Seller’s prior written consent, whether by operation of law or otherwise. Any attempted assignment in violation of the foregoing shall be null and void. These terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Seller may freely assign these terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
18. Force Majeure
18.1 The Seller shall not be liable for any delay or failure to perform its obligations under this Agreement due to any event or circumstance beyond its reasonable control (hereinafter referred to as a “Force Majeure Event”). Force Majeure Events include, without limitation: natural disaster, war, terrorism, riots, fire, epidemics, pandemics, government actions or orders, labour disputes, material shortages, and transportation delays.
18.2 Upon the occurrence of a Force Majeure Event, the Seller shall promptly notify the Buyer and resume performance of its obligations as soon as practicable after the event has been resolved.
18.3 Any delivery or performance date affected by a Force Majeure Event shall be automatically extended by a period equal to the time lost due to the delay.
18.4 If an event of force majeure continues to prevent performance for more than ninety (90) days, either party may terminate the affected Order or this Agreement, in whole or in part, by providing written notice to the other party, without incurring any liability for such termination.
18.5 For the avoidance of doubt, force majeure does not include economic hardship, changes in market conditions, lack of funds, or the bankruptcy, insolvency, or financial default of a party or its subcontractors.
19. Waiver and Severability
19.1 Failure or delay by either party to exercise any right or remedy under these Terms shall not be deemed a waiver of such right or remedy. Any waiver of a breach or provision must be in writing and signed by the waiving party to be effective. A waiver of a specific breach shall not be construed as a waiver of any subsequent breach.
19.2 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the offending provision shall be severed from these Terms. Such severance shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.
20. Termination
20.1 Seller may terminate any agreement governed by these Terms immediately upon written notice if Buyer: (a) materially breaches any provision of these Terms and fails to cure such breach (if curable) within fourteen (14) days of receiving written notice; (b) becomes insolvent or unable to pay its debts as they fall due; (c) has all or part of its assets placed under the control of a trustee, receiver, or similar official; or (d) enters into bankruptcy, liquidation, or dissolution proceedings, or ceases business operations.
20.2 Seller may terminate any agreement governed by these Terms for its own convenience at any time by providing thirty (30) days’ prior written notice to Buyer.
20.3 Upon termination of any agreement for any reason: (a) the Buyer shall immediately pay the Seller for all delivered products or services rendered for which payment has not yet been made; (b) the Buyer shall return or, at the Seller’s request, destroy all Confidential Information; (c) any rights and obligations accrued prior to termination shall remain in effect; and (d) provisions of these Terms that by their nature are intended to survive termination (including, without limitation, confidentiality, limitation of liability, intellectual property rights, and governing law) shall continue in full force and effect.
21. Ownership of Software
21.1 The Seller is and shall remain the sole owner of the Software and all related intellectual property rights. No rights other than the limited license expressly granted in these Terms are transferred to the Buyer.
21.2 Subject to the Buyer’s full compliance with these Terms, the Seller grants the Buyer a non-exclusive, non-transferable, and non-sublicensable right to use the Software solely for the intended purpose of using it in conjunction with the relevant Goods. This license shall automatically terminate upon the termination of the Buyer’s right to use the relevant Goods.
22. Intellectual Property Infringement Claims
22.1 This Clause 22 sets forth the Seller’s sole and exclusive liability, and the Buyer’s sole and exclusive remedy, regarding any claim that the Products infringe the intellectual property rights of a third party.
22.2 The Seller shall, at its own expense, defend the Buyer against such claims and pay amounts determined by a final judgment or agreed upon in a settlement approved by the Seller, provided that: (a) the Buyer notifies the Seller in writing immediately, and in any event no later than ten (10) days after becoming aware of the claim; (b) the Seller has sole control over the defence and all related settlement negotiations; and (c) the Buyer provides all reasonable assistance requested by the Seller.
22.3 If any product is, or in the Seller’s opinion is likely to become, the subject of an infringement claim, the Seller may, at its own option and expense, take the following measures: (a) procure for the Buyer the right to continue using the product; (b) modify or replace the product so that it no longer constitutes an infringement; or (c) if the foregoing options are not commercially feasible, accept the return of the product and refund the purchase price, less a reasonable deduction for depreciation.
22.4 The Seller shall have no obligation or liability under this Clause 22 in the following circumstances: (a) claims arising from the Buyer’s specifications, designs, or materials; (b) claims arising from the modification or combination of the product, or its use in conjunction with any product, equipment, or software not provided or authorized by the Seller; (c) the Buyer’s continued use of the allegedly infringing product after having received a non-infringing modified or replacement product.
22.5 Notwithstanding anything to the contrary herein, the Seller’s aggregate liability under this Clause 22 shall in no event exceed the total purchase price paid by the Buyer for the product(s) to which the claim relates.
23. Governing Law and Dispute Resolution
23.1 The formation, validity, interpretation, performance, amendment, and termination of these Terms and all its annexes shall be governed by the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles.
23.2 Any dispute, controversy, or claim arising out of or relating to these Terms, including any question regarding its existence, validity, or termination, shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for final arbitration in accordance with the *HKIAC Administered Arbitration Rules* in force at the time of the notice of arbitration. (i) The arbitral tribunal shall consist of one arbitrator; (ii) the language of arbitration shall be English or Chinese Traditional; (iii) the seat of arbitration shall be Hong Kong.
23.3 The arbitral award shall be final and legally binding on both parties. To the fullest extent permitted by law, the parties waive any right to appeal to any court. The arbitral tribunal may order the losing party to bear all costs of the arbitration, including reasonable attorney’s fees and witness expenses. Nothing in this Article prevents either party from applying to a court of competent jurisdiction for interim or protective measures when necessary.
24. Entire Agreement
24.1 These Terms, together with any Quotation, constitute the entire and exclusive agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, communications, representations, and understandings concerning such subject matter.
24.2 In the event of any inconsistency among the documents constituting the agreement, the order of precedence shall be as follows: (a) the Quotation; and (b) these General Terms and Conditions of Sale.
24.3 No modification, amendment, or waiver of any provision of these Terms shall be valid unless set forth in a written document signed by an authorized representative of the Seller.
25. Compliance with Laws
25.1 The Buyer shall comply with all applicable laws, regulations, and industry standards of the Hong Kong Special Administrative Region and any other country or region where it operates or to which the products are shipped. This includes, without limitation, the Prevention of Bribery Ordinance (Cap. 201) of Hong Kong, as well as all applicable United Nations, European Union, and United States export control and sanctions laws (to the extent applicable to the Buyer’s activities).
25.2 The Buyer represents and warrants that it shall not, directly or indirectly, make or propose any bribe, or offer any gift or benefit of any kind to any public official (as defined under applicable laws of Hong Kong and other relevant jurisdictions), government employee, or commercial entity for any improper purpose, including to influence any act or decision regarding the purchase of products or to secure any other improper advantage for the Seller’s business.
25.3 The Buyer represents and warrants that it is responsible for identifying and obtaining any necessary licenses, authorizations, or documentation required for the export, re-export, transfer, or use of the products. The Buyer shall not use, transfer, or ship the products to any embargoed, restricted, or denied person, entity, or destination in violation of applicable export control laws.
25.4 The Buyer shall indemnify, defend, and hold the Seller harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with any breach of this Clause 23 by the Buyer, its employees, or agents.
25.5 The Buyer shall maintain complete and accurate records demonstrating its compliance with this Clause for a period of three (3) years. Upon the Seller’s reasonable request, the Buyer shall promptly provide such records and written assurances of compliance.
26. Compliance with Foreign Trade Control Regulations
26.1 Foreign Trade Control Regulations
The Seller may need to rely entirely on the Buyer’s compliance with applicable foreign trade control regulations (referring to all applicable sanctions, embargoes, and import/export control regulations—such as those administered by customs authorities and relevant regulations of the EU, the USA, China, India, and any other applicable local jurisdictions, including any subsequent amendments thereto).
26.2 Exchange of Information
The parties shall cooperate and exchange information as reasonably required. Unless otherwise required by applicable law or agreed upon in the order specifications, the Seller shall provide the Buyer with the following information and data necessary for the Buyer to comply with foreign trade regulations regarding the goods and services: (a) applicable export control list numbers, including the “Export Control Classification Number” (ECCN) determined under the US Commerce Control List (if the goods or services are subject to US Export Administration Regulations); (b) statistical commodity codes based on current foreign trade statistical commodity classifications and HS (Harmonized System) codes; (c) country of origin (non-preferential origin), and documentation proving non-preferential origin upon the Buyer’s written request; and (d) preferential country of origin, and documentation proving preferential origin in accordance with applicable preferential trade laws upon the Buyer’s written request (e.g. supplier declarations). The Buyer shall, upon the Seller’s written request, promptly provide information regarding the user, intended use, and location of use of the products or services, and information regarding the final destination, and sign any reasonably requested deeds or documents to certify compliance with foreign trade control regulations.
26.3 Inspection of Foreign Trade Products or Services
Before the Buyer engages in any transaction with a third party regarding products or services delivered by the Seller, the Buyer shall take appropriate measures (e.g. monitoring) to inspect and confirm that: (a) the Buyer’s use, transfer, or distribution of such products or services, facilitation of the contract, or provision of other economic resources related to the products or services does not violate any foreign trade control regulations, including any prohibitions against circumvention (e.g. prohibitions against improper diversion); (b) the products or services are not used for prohibited or unauthorized non-civilian purposes (e.g. armaments, nuclear technology, or any other defence or military applications); and (c) the Buyer has screened all direct and indirect parties involved in receiving, using, or distributing the products or services against all applicable restricted party lists under foreign trade control regulations and confirmed that the relevant entities, individuals, or organizations are not included on such lists.
26.4 Prohibition on (Re-)export to Sanctioned Countries
The Buyer shall: (a) not directly or indirectly (e.g., via Eurasian Economic Union (EAEU) countries) export or re-export, or make available for use, any products or services provided by the Seller under this Order to any country subject to sanctions by the EU, China, India, or the US, particularly involving Russia or Belarus; (b) use best efforts to ensure that the purpose of this Clause is not circumvented by third parties and ensure that the obligations under this Clause are passed on contractually, including to authorized channel partners; and (c) establish and maintain appropriate monitoring mechanisms to detect any third-party actions that undermine the purpose of this Section and retain evidence that relevant clauses have been incorporated into contracts in accordance with item (b).
26.5 Conditions, Suspension, and Cooperation
26.5.1. Conditions – The Seller shall have no obligation to fulfil any Order if it is unable to do so due to: (a) obstacles arising from domestic or international foreign trade issues; (b) obstacles arising from customs requirements; or (c) any foreign trade control regulations.
26.5.2. Suspension and Cooperation – To ensure full compliance with foreign trade control regulations, the Seller may restrict or suspend access to the products or services by the Buyer or the Buyer’s users. Both parties shall use reasonable efforts to mitigate the impact of such suspension or restriction, subject at all times to the limits permitted by foreign trade control regulations.
26.6 Violation of Foreign Trade Control Regulations
A violation of this Clause 26 by either party constitutes a material breach of this Order; consequently, all or part of the following consequences shall apply: (a) the Buyer shall, upon the Seller’s initial written demand, indemnify the Seller for all costs incurred arising from any enforcement penalties and any other related losses, including such penalties and the Seller’s reasonable attorney’s fees; (b) the Seller may immediately terminate the contract in writing (including via email); (c) upon termination of the contract, any advance payments received by the Seller for products or services not yet delivered shall be retained by the Seller as non-refundable compensation and shall be deducted from any damages payable under Clause (a).
-End of Terms and Conditions-
Update 2026-Sep