All sales are subject to Chengdu Zysen Technology Co., Ltd. (“Seller” or “Zysen”) standard terms and conditions as stated herein, unless specifically agreed to otherwise by the seller.

HOW TO ORDER

A complete part number must be specified to place an order. This must include the model number, quantity, unit price, total purchase price, payment term, currency, shipping instructions, bill to and ship to address. Seller will accept or reject orders according to its then-current procedures. All orders are subject to acceptance in writing by seller.

PAYMENT AND RISK OF LOSS

u       Payment, The sending bank must not deduct any fees from the funds transferred.

u       In all cases, the payment terms shall be Advance Payment, unless agreed to otherwise by the Seller.

u       In all cases, title and risk of loss for the product(s) shall pass from Seller to Buyer, “FOB Seller’s location”, A201, High-tech Innovation Service Center

#4 Xixin Avenue, Hi-tech West Zone, Chengdu, 611731,China. unless agreed to otherwise by the Seller.

u       In all cases, Buyer shall be responsible for insuring the product(s) at and after the time it assumes the risk of loss, unless agreed to otherwise by the Seller.

SHIPMENTS AND DELIVERY

Shipping dates will be established by Seller upon its receipt and acceptance of an order from Buyer.

Unless Seller receives and acknowledges written shipping instructions from Buyer regarding shipment prior to the delivery date, Seller may select and engage on Buyer’s behalf third parties, including domestic and international forwarders and carriers, for the handling transportation, clearance and delivery of the product(s). Seller shall use reasonable care in making such selection but shall have no liability by the means, route, and procedure to the followed by such third parties. The selection by Seller of a particular company shall not mean that Seller warrants or represents that the company will properly perform such services and Seller shall not be responsible for andy delays or damages caused by such third parties, nor shall such third parties be considered to be an agent of Seller. In the event Seller pays or is required to pay or prepay any fees or charges related to these services, Buyer shall include the shipping & handling charges in their purchase order payment.

CANCELLATION

Orders accepted by Seller can only be cancelled by Buyer with the mutual agreement of Buyer and Seller. In the event an order is agreed to be cancelled, Buyer will be liable for no less than the sum of

(1)  the sales price of all finished goods

(2)  the total cost of all work in process and all raw materials purchased for the porduct(s), including long lead time and / or bulk material

(3)  a reasonable profit with respect to unfinished goods and any other obligations, liabilities, expenses and / or costs incurred by the Seller in connection with the order (including, but not limited to, any administrative, freight and restocking cost and expenses). In not event will Buyer’s liability under this section exceed the total value of the cancelled porion of the order.

FORCE MAJEURE

Seller shall be excused from any liability, loss or damage to Buyer or any other person or party for failure to manufacture or deliver, or any delay in delivery, arising from any events beyond Seller’s control regardless of whether or not they were foreseeable by either party when the products were ordered. Such uncontrollable events include, but are in no way limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, Government priorities or regulations, quarantine restrictions, acts of Buyer, strikes, labor disputes, differences with workman decrees, delays in transportation, and shortage of cars, fuel, labor or materials.

LIMITATION OF LIABILITY; LIMITATION ON BRINGING ACTION

The aggregate cumulative total liability for which seller is obligated to pay buyer hereunder, whether for breach of warranty or contract, indemnification herein, tort ( including negligence), or otherwise, shall not exceed the payment made to seller in connection with those products purchased under the order which gave rise to such liability.

No action shall be brought by buyer for any breach by seller more than one (1) year after the occurrence of the cause of action therefore.