1. APPLICABILITY

These terms and conditions govern all orders accepted by Group VIII Scientific Ltd. ("Seller") and supersede any conflicting or additional terms in the Buyer's documents unless expressly agreed in writing by the Seller. Acceptance of an order forms a binding contract between the Buyer and Seller that can only be modified with both parties' written consent.

2. QUOTATIONS AND ORDERS

Seller's quotations are non-binding unless stated otherwise. Buyer's order, in the form of an official Purchase Order, signed quotation, or contract, constitutes a binding offer. Upon receiving the order, Seller shall send an email acknowledging receipt along with a Proforma Invoice and payment instructions. This email serves as confirmation of receipt but does not signify acceptance of the order. The order shall be deemed accepted only after Buyer completes payment and receives Seller's payment confirmation email. Prior to this, Seller's order confirmation or Proforma invoice is subject to these terms and conditions. While Seller endeavors to provide accurate product information in its quotes, it does not guarantee that descriptions are exhaustive or free from errors.

3. SHIPPING

Seller will attempt to meet shipping instructions and dates but does not guarantee them. Seller may apportion shipments if demand exceeds supply. If Buyer defaults, Seller may withhold future shipments without waiving rights or remedies. Compensation for delayed or undelivered goods is limited per Section 11.

4. DELIVERY

Buyer bears freight, duties, cartage and handling costs. Seller strives to sell only quality products checked before dispatch. Seller has no liability for delivery-related losses. Shipping costs are per Seller's quote, including documentation fees and carriage to Buyer's specified single address. For FOB origin, Buyer also pays origin to destination port/airport freight. Import charges are Buyer's responsibility.

5. PRICING

Orders are accepted at quoted prices, which exclude utility installation.

6. PAYMENT

Payment terms are per Seller's quotes. International orders require 100% prepayment via TT before dispatch.

7. TAXES AND CUSTOMS

Prices exclude taxes. Applicable taxes will be invoiced separately unless Buyer provides an exemption certificate. Regardless of shipping terms, Seller is not responsible for import customs clearance or duties.

8. FORCE MAJEURE

Seller is not liable for unforeseen events beyond its control that prevent performance.

9. CANCELLATION

Buyer may cancel or defer orders with written notice and immediate payment of Seller's costs and charges. Seller may cancel orders without liability if Buyer breaches contract, lacks credit, becomes insolvent, undergoes substantial changes, or for any reason upon written notice.

10. NON-ASSIGNMENT

Buyer shall not assign orders without Seller's prior written consent.

11. LIMITED LIABILITY

Seller has no liability for consequential, indirect or economic losses, except for willful misconduct, gross negligence, or breach of fundamental obligations limiting damages to foreseeable, typical amounts. Seller is not liable for delays or failure to deliver outside its control. Risk passes to Buyer upon dispatch.

12. COMPLIANCE WITH LAWS

Parties must comply with applicable laws. Buyer acknowledges export laws may apply to products and related items. Seller may suspend/cancel affected activity it believes violates export laws. Buyer shall use items only for non-military peaceful purposes not contravening export laws. Buyer is responsible for import compliance and notifying Seller of required permits.

13. GOVERNING LAW AND JURISDICTION

Hong Kong law governs, excluding conflicts of laws principles and CISG. Seller's domicile is the exclusive forum, but Seller may sue Buyer in Buyer's domicile.

14. SEVERABILITY

If provisions are invalid, statutory terms apply. Otherwise, parties shall agree valid replacement terms closest to the original intent, absent contract interpretation.