1. General Conditions

All Goods sold by the Company are sold subject to the Terms and Conditions of Contract. Receipt by the Company of an order from the Buyer will be deemed to be acceptance of the Standard Terms, notwithstanding anything that may be stated to the contrary in the Buyer’s enquiries or on the Buyer’s orders. Acknowledgment by the Buyer of a Pro Forma Invoice in accordance with clause 2.1 of these Standard Terms will be deemed to be acceptance by the Buyer of the Terms and Conditions of Contract. All conditions and warranties implied by law in favour of the Buyer in relation to the Goods are expressly negatived to the extent permitted by law.

2. Formation of Contract

2.1 A contract for the supply of Goods shall not be formed until the Company has sent to the Buyer an Invoice and the Buyer has acknowledged receipt (which may either by a Document or by an act, such as payment of a deposit) without any attempt in the acknowledgment to change or amend the terms of the contract.

2.2 Any Document sent by the Company or any agent of the Company to the Buyer prior to the issue of an Invoice shall not be binding on the Company.

2.3 Where the Invoice specifies a delivery date or dates, this is an estimate only. Time is not of the essence unless expressly stated in the Invoice.

3. Shipment Terms Goods may be sold free on board (“FOB”); costs, insurance and freight (“CIF”); costs and freight (“CFR”), each as defined in Incoterms 2010 edition or on any other terms defined in Incoterms; or on such other basis, as may be agreed between the Company and the Buyer at the time of formation of the Contract, and as recorded on the Invoice. If no shipment terms are recorded on the Invoice the Goods shall be sold FOB.

4. Limits of Company’s liability

4.1 The Company shall not be liable for any act or omissions whether by reason of negligence or otherwise in breach of the Terms and Conditions of Contract unless such breach is notified by the Buyer to the Company in accordance with the Company’s claims procedure. The total liability of the Company for any loss, damage or injury arising directly or indirectly from any defect in or non compliance of any of the Goods or any other breach of the Company’s obligations shall in any case be limited, except where statutes expressly require otherwise, to the lesser of the invoiced purchase price of the Goods complained of, the cost of repairing or replacing the Defective Goods and/or the actual loss or damage suffered by the Buyer.

4.2 The Company shall not be liable in any event for any consequential, indirect or special damage, loss or injury of any kind suffered by the Buyer or any other person.

5. Claims

In the event of any claims by the Buyer alleging breach of the Terms and Conditions of Contract in respect of quality or quantity of the Goods, or other pre-shipment obligations on the part of the Company, the Buyer is required to follow immediately the claims procedures as laid down and advised by the Company to the Buyer from time to time.

6. Liability

6.1 If the Buyer is a company then the directors of the Buyer or any other relevant person(s) who has signed the Personal Guarantee attached to and forming part of these Standard Terms will be personally liable in terms of the Personal Guarantee attached.

6.2 If the Buyer is a trust, then the trustees of that trust will be liable to the Company in their personal capacity unless their liability as (if applicable) professional trustees has been limited by written agreement with the Company.

6.3 If the Buyer is a partnership, then the partners who have signed the Personal Guarantee attached to and forming part of these Standard Terms will be personally liable in terms of the Personal Guarantee attached.

7. Applicable law

Any agreement between the Buyer and the Company shall be governed by the laws of Vietnam and any dispute is subject to the non-exclusive jurisdiction of the Vietnam courts.