These Terms and Conditions of Sale and Delivery shall apply to all orders placed with and all deliveries of products (hereinafter referred to as “Products”) sell by Cloud-LED (Hong Kong) Lighting Technology Limited. CLOUD-LED (hereinafter referred to as “Cloud-LED”) to any customer of such Products, (hereinafter referred to as “Customer”), unless otherwise agreed upon in writing.

1.    QUOTATIONS All quotations made by Cloud-LED for the sale of its Products shall not be including any VAT, or taxes before shipping. All quotations are made in Hong Kong dollars for customers in Hong Kong and in U.S. dollars for customers in other location unless otherwise stated. All quotations are subject to shipping to costs unless otherwise advised. Cloud-LED reserves the right to freely revoke or amend any quotations made, until such time as Customer has submitted an order based on the quotation made, and such order has been duly confirmed by Cloud-LED as stipulated in Article 2 below. 

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11.    FORCE MAJEURE CLOUD-LED, Inc. Shall not be liable for any non-performance of its obligations if such non-performance is attributable to circumstances which in all fairness must be regarded as being beyond the control of Cloud-LED including but not limited to natural disasters of any kind, strike, fire, war, mobilization, requisitions, sequestration, foreign exchange restrictions, uprising and unrest, shortage of transportation, general scarcity of goods, restrictions concerning energy or defects or delays in deliveries from sub-suppliers, which are attributable to similar circumstances as the ones listed in this Article 11.
10.    INTELLECTUAL PROPERTY RIGHTS Customer acknowledges and agrees that any trademarks, trade names, trade secrets, know-how, logos, copyrights, patents, patent applications, designs, drawings, documentation, manuals, and any other rights of intellectual property related to the Products sold, are and shall remain the exclusive property of Cloud-LED. Thus, Customer acknowledges and agrees that the only right acquired by Customer is the right of use of the Products delivered. Customer shall be entitled to assign such right of use. 
9.    LIABILITY IN TORT Cloud-LED shall not be liable for any damages or losses caused by defective Products. Any damages or losses caused by inadequate maintenance of Products by Customer, by inadequate instructions of Customer’s employees in the proper and correct use of Products, by Customer’s use of Products in a way for which they were not intended, by Customer’s incorrect assembly or installation of Products or by changes to the Products conducted by Customer without the prior written consent of Cloud-LED shall all be the sole responsibility of Customer for which Cloud-LED shall not assume any liability whatsoever. The total liability of Cloud-LED for damages of losses caused by the Products delivered shall never exceed the net purchase price paid for the Products. Cloud-LED shall not be held liable for any damages or losses caused by Products, to the extent such damages or losses are deemed attributable to a component made by Customer and integrated into the Products. In the event of any third party, for example Customer’s customers, seeking to Cloud-LED liable for any damages or losses, for which Cloud-LED is not responsible towards Customer according to this Article, Customer specifically agrees to hold Cloud-LED harmless and indemnity for any costs as may reasonably be incurred by Cloud-LED as a result thereof, including but not limited to, any compensation payable, reasonable attorney fees etc.
8.    COMPLAINTS / WARRANTY All complaints regarding defects or other non-conformity of Products must be submitted in writing to Cloud-LED without any undue delay when such defects etc. are discovered or should have reasonably been discovered by Customer. Any complaints regarding defects or non-conformity of Products must be submitted to Cloud-LED no later than 5 years or 60 months. If such complaint is not received by Cloud-LED within the time limit stipulated in this Article, Cloud-LED assumes no liability for any defects or nonconformity or Products whatsoever, and Customer agrees not to assert any such liability of Cloud-LED.
7.    DEFECTS AND NON-CONFORMITY OF PRODUCTS Cloud-LED may assume liability for defects or other nonconformity of Products only if the Products are duly returned to Cloud-LED for inspection. Cloud-LED may not assume liability for the costs pertaining to the return of the Products. Authorization RMA or Returned Material Authorization form must be obtained from Cloud-LED for any and all returns PRIOR to returning shipment. Shipments without RMA’s may be refused and returned to the sender at his cost, at the full and exclusive discretion of Cloud-LED. The Products must be returned to Cloud-LED in its original packaging. In the event the Products are neither defective nor otherwise nonconforming, Cloud-LED shall be eligible to charge Customer for any costs Cloud-LED may have reasonably incurred due to the unfounded claim of Customer. If the Products delivered are in fact defective or otherwise nonconforming, Cloud-LED shall be obliged and entitled, at its own full and exclusive discretion, to either remedy such defect or non-conformity by way of repair, making a replacement delivery, or to refund to Customer the purchase price paid for the Products. Cloud-LED shall under no circumstances be held liable for any operation loss, loss of time, loss of profit or any other consequential financial and indirect losses, and Customer specifically agrees that the remedies stipulated in this Article 7 shall be the only remedies available to Customer in any event of defects or otherwise non-conformity of Products.
6.    INSPECTIONS AND ACCEPTANCE OF PRODUCTS Upon receiving the Products ordered, Customer is obliged to inspect the Products received. If there is shipping damage, Customer agrees to notify the shipper before accepting delivery, the document said damages on delivery documents, and notify Cloud-LED within 3 business days. Customer agrees to notify Cloud-LED with no undue delay if Customer discovers or reasonably should have discovered that the Products received are defective or otherwise non-conforming. If shipping damage is not documented on the delivery papers and the shipper is not notified within 3 business days, the Products will be assumed to have been delivered in satisfactory condition.
5.    PAYMENT Invoices issued by Cloud-LED are pre-payment term issued to Customer unless otherwise agreed upon in writing. In the event of any late payments by Customer, interest shall accrue at a rate of three percent (3%) per month or the maximum amount permitted by law after 30 days, whichever is less, calculated from the due date of such payment, and until payment is received by Cloud-LED. Notwithstanding the aforementioned, Cloud-LED may, at its own full and exclusive discretion, choose to revoke any credit provided, or to insist upon payment prior to the tendering of delivery of any Products. Customer agrees to waive any potential rights to withhold any payment for reasons of any counterclaims not duly recognized in writing by Cloud-LED.
4.    TIME OF DELIVERY The time of delivery will be stated in the order confirmation issued by Cloud-LED and will include normal delivery times. Every effort will be made to meet this commitment, but Cloud-LED shall in no instances incur any liability or liquidated damages arising, directly or indirectly, for any delivery delays unless specifically agreed to in writing in advance. 
3.    DELIVERY All orders shall be “FOB” Hong Kong equivalent to Incoterms 2000, “FOB” unless otherwise agreed upon in writing.
2.    ORDERS AND CONFIRMATION HEREOF An agreement on the sale and the purchase of Cloud-LED Products is entered into only when Cloud-LED has duly accepted an order from Customer. The order is accepted by Cloud-LED when submitting a confirmation on such order to Customer or after an invoice has been issued in response from Cloud-LED to a Purchase Order from the Customer. Any request by Customer for changes or additions to, or cancellation of any order already accepted by Cloud-LED shall be subject to acceptance in writing by Cloud-LED at its full and exclusive discretion. GOVERNMENTAL RULES AND REQUIREMENTS Cloud-LED does not undertake to warrant that the Products comply with special governmental rules and requirements promulgated within the jurisdiction where Customer resides. Thus, unless otherwise agreed, Customer undertakes to disclose and examine any special governmental rules and/or requirements with respect to the Products that must be complied with. Also, Customer shall assume the risk of any amendment to such governmental rules and/or requirements after the delivery of Products. In the event such governmental rules and/or requirements are amended following the issuance of an order confirmation by Cloud-LED but before delivery is undertaken, Cloud-LED may, at the request of Customer and subject to price adjustments, undertake reasonable endeavors to change the Products accordingly. However, nothing herein shall be constructed as an obligation on Cloud-LED to make such change.
13.    SEVERABILITY If one or more of the provisions of these Terms and Conditions of Sale and Delivery are held to be contrary to the applicable law, such provision or provisions that are held to be in conflict with the applicable law shall be mortified and shall apply with such contents only as may be validly agreed, and the remaining provisions of these Terms and Conditions of Sale and Delivery shall be unaffected by such holding.
14.    CONFIDENTIALITY All information disclosed to Customer in the course of dealing shall be recognized and acknowledged by Customer as confidential information, whether such confidential information is maintained in hard copy or in electronic form. 
15.    GOVERNING LAW, VENUE AND SERVICE OF PROCESS Any dispute arising out of or in connection with these Terms and Conditions of Sale and Delivery, including but not limited to, disputes regarding formation, execution, validity, interpretation, performance or settlements between the parties, shall all be governed and construed in accordance with the laws of Hong Kong. If a dispute of any kind whatsoever arises between the parties, the parties agree to attempt to settle such dispute amicably. The place of any applicable Arbitration shall be within Hong Kong. The parties expressly accept that service of process and all other judicial messages may be given by registered mail to the addresses of the parties as stated in the order confirmation issued by Cloud-LED. The above Terms and Conditions of Sale and Delivery are hereby in every respect acknowledged and agreed to.