General Provisions of Terms and Conditions.

  1. The words we, us, company and Zephyr Technologies (HK) Co., Ltd. shall herewith refer to Zephyr Technologies (HK) Co., Ltd., which the terms customer

shall herewith refer to the company, individual or identity who receives quotations, services, products and invoices from, and gives PO’s (purchase orders) to

Zephyr Technologies (HK) Co., Ltd.. Solely the following terms apply to all, including future deliveries and services (hereinafter “deliveries”). Other conditions

are valid only when Zephyr Technologies (HK) Co., Ltd. has accepted them in writing prior to receiving PO from customer.

  1. Our offers are not binding. Contracts come into being only upon our written confirmation or through delivery. Our employees agreements, comments,

promises or other gestures shall be superseded by the contents of these terms.


Prices and Terms of Payment:

  1. Our prices and Incoterms are specified at the time of quotation. Any additional processes or expenses including but not limited to transportation, insurance,

logistics, security clearance, customs, broker agents, etc. shall be assumed at the cost of customer.

  1. Payments must be made per Proforma or Actual Invoice.
  2. Withholding payments or offsetting claims is permitted only to the extent that the counterclaims are undisputed or legally binding Retention of Title.


Retention of Title:

  1. We retain title to the delivered goods until all payments resulting from the business relationship with the customer have been received. Shall there be an

open account relationship, the retention of title applies to the recognized balance.

  1. Treatment and processing of the goods by customer is always carried out on our behalf. Should the conditional goods be processed with or incorporated

into other goods, we acquire title to the new goods in the proportion of the invoiced value of the conditional goods to the invoiced value of the other materials.

  1. The customer is authorized to collect claims already assigned to us. Should the customer no longer fulfill his payment obligations, we may revoke remission

to further process the goods as well as authorization to collect claims, demand that the customer reveal the assigned claims and their debtors give Zephyr

Technologies (HK) Co., Ltd. all information necessary to collect the claims, surrender the applicable documents and inform his debtors of the assignment.

  1. Should the value of the conditional goods exceed our claims by more than 10% and the customer so request, we wiII release commensurate collateral of

our choice.


Delivery and Delay of Delivery:

  1. Adherence to delivery deadlines requires the timely arrival of all documents that the customer must deliver and the necessary authorizations and

clearances, as well as the customer’s compliance with the terms of payment and adherence to the other obligations to which have been agreed. Should these

conditions, not be fulfilled on time or should the customer require changes the delivery deadlines will be appropriately extended. This condition does not apply

when we are responsible for the delay.

  1. Partial deliveries in reasonable amounts are allowed.
  2. Events that are unforeseen, unavoidable, and beyond our control (eg” force majeure, strikes and lockouts, stoppages, holidays, difficulties in obtaining

materials or energy; transportation delays; scarcity of labor, energy, or raw materials; or actions by administrative bodies, as well as difficulties obtaining

authorizations, in particular import or export licenses), extend the delivery period by the length of the disturbance and its effects. This provision also applies

when such difficulties; affect our suppliers or occur during an existing delay in delivery. Should the difficulty not be temporary, both parties to the contract have

the right to withdraw. Claims for damages due to events listed in this paragraph are excluded

  1. Should delivery be delayed due to events excluded in paragraph 3, our liability in cases of ordinary negligence is limited to a lump sum payment of 2% of the

order value of the goods.

  1. The customer must inform us about contract penalties applied by its customers at the time of placing PO and must be approved in writing by Zephyr Technologies (HK) Co., Ltd.



  1. Defect shall be defined as clear evidence that the defect in Assembly, sub-assembly or product is caused by Zephyr Technologies (HK) Co., Ltd.’s error,

and not by customer’s design, specified component supplier, process, testing or procedures.

  1. The customer may not refuse to accept deliveries because of insignificant defects or cosmetic defects which are not easily detectable by customer.
  2. Defects must be reported to us in writing within one week after the goods have been received, and hidden defects in writing, within no later than three days


after they have been discovered Should these deadlines be exceeded, all rights to liability for defects expire. The period of limitation is twelve months after


  1. The customer must allow us to inspect the goods. The customer may not process the goods until the investigation of the complaint has been completed.
  2. In case of legitimate complaints, we have the choice of delivering replacement goods or repairing the goods. In the case of replacing goods, it shall be

delivered in the same incoterm that the defective product was quoted and purchased. Should a replacement delivery also contain defects, or should the repair

be unsuccessful, the customer may, after an appropriate deadline has expired without results, demand a reduction in price and, should the rejects be not

insignificant, additionally withdraw from the contract and demand damages instead of performance.


Miscellaneous Claims for Damages:

  1. However, claims for liability of any sort against us are excluded when we, our lawful representatives, or our vicarious agents have caused the damage by

ordinary negligence.

  1. With the exceptions of claims according to liability for defects, according to the product liability law, or in those cases of death, personal injury, or damages

to health, claims for damages expire one year after the customer learns about, or without gross negligence could have learned about, the damage.


Final provisions:

California Law Applies.


Zephyr Technologies (HK) Co., Ltd.

17th Floor, Siu Ying Commercial Building ,

151-155 Queen’s Road Central, , Hong Kong