Canneed Instrument Group Limited Terms and Condi Ons of Sale

CanNeed Instrument Group Limited Terms and Condi4ons of Sale. 1. DEFINITIONS AND INTERPRETATION 1.1. In these Conditions, except where the context otherwise 1.2. In these Conditions, unless the context requires otherwise: requires, the following words shall have the meanings set out 1.2.1. Any clause, schedule or other headings in these Conditions is below: included for convenience only and shall have no effect on the 1.1.1. Business Day means a day other than a Saturday, Sunday, or interpretation of the Conditions; bank or public holiday in England; 1.2.2. A reference to a ‘party’ includes that party’s personal 1.1.2. Purchaser means the person who buys or agrees to buy the representatives, successors and permitted assigns; Goods or Services from the Business, whose details are set 1.2.3. A reference to a ‘person’ includes a natural person, corporate out in the Order; or unincorporated body (in each case whether having separate 1.1.3. Business means CanNeed Instrument Group Limited, the legal personality) and that person’s personal representatives, registered office is at successors and permitted assigns; No. 6, Longxing Road, Jindu Industrial Town, Gaoyao District, 1.2.4. A reference to a ’Business’ includes any Business, corporation Zhaoqing City, Guangdong Province, China Zip code: 526108 or other body corporate, wherever and however incorporated 1.1.4. Conditions means the Terms and Conditions of Sale set out in or established; this document and any special terms and conditions agreed in 1.2.5. Words in the singular include the plural and vice versa; writing by the Business; 1.2.6. Any words that follow ‘include’, ‘includes’, ‘including’, ‘in 1.1.5. Confidential Information means any commercial, financial, or particular’ or any similar words and expressions shall be technical information, information relating to the Goods, construed as illustrative only and shall not limit the sense of Services, plans, know-how or trade secrets which is obviously any word, phrase, term, definition or description preceding confidential or has been identified as such, or which is those words; and developed by a party in performing its obligations under, or 1.2.7. A reference to legislation is a reference to that legislation as in otherwise pursuant to the Contract; force or amended, extended, re-enacted, or consolidated from 1.1.6. Contract means the agreement between the Business and the Purchaser for the supply and purchase of Goods and Services time to time and includes all subordinate legislation made incorporating these Conditions and the Order; under that legislation. 1.1.7. Delivery Date means the date specified by the Business when the Goods or Services are to be delivered; 2. APPLICATION OF THESE CONDITIONS 1.1.8. Force Majeure means an event or sequence of events beyond 2.1. These Conditions shall apply to and form part of the Contract a party’s reasonable control (after exercise of reasonable care between the Business and the Purchaser. They supersede any to put in place robust back-up and disaster recovery previously issued terms and conditions arrangements) preventing or delaying it from performing its 2.2. No terms or conditions that the Purchaser may purport to apply obligations under the Contract; under any purchase order, confirmation of order, or similar 1.1.9. Goods means the articles that the Purchaser agrees to buy document shall form part of the Contract except to the extent from the Business as set out in the Order; that the Business otherwise agrees in writing. 1.1.10. Intellectual Property Rights means copyright, patents, know- 2.3. No variation of these Conditions (including any special terms how, trade secrets, trademarks, trade names, design rights, and conditions agreed between the parties) shall be binding rights in get-up, rights in goodwill, rights in confidential unless expressly agreed in writing and executed by a duly information, rights to sue for passing off, domain names and all authorised signatory on behalf of the Business. similar rights and, in each case, whether registered or not, 2.4. Each Order shall be deemed to be an offer by the Purchaser to including any applications to protect or register such rights, purchase Goods and/or Services pursuant to these including all renewals and extensions of such rights or Conditions. applications, whether vested, contingent or future, to which the 2.5. The Business may accept or reject an Order at its discretion. relevant party is or may be entitled, and in whichever part of An Order shall not be accepted, and no binding obligation to the world existing; supply any Goods or Services shall arise, until the earlier of 1.1.11. Order means an order for the Goods or Services from the the Business’s written acceptance of the Order, the Business Business placed by the Purchaser on the Business’s or the dispatching the Goods, or the Business commencing provision Purchaser’s order form; and of the Services. 1.1.12. Services means works performed by the Business in relation to 2.6. The Business may issue quotations to the Purchaser from time the initial set-up, repair, or ongoing maintenance and servicing to time. Quotations are invitations to treat only. They are not an of the Goods; offer to supply Goods or Services and are incapable of being 1.1.13. Specification means the description or specification of the accepted by the Purchaser. Goods and their packaging as agreed with the Business and 2.7. Marketing and other promotional material relating to the Goods set out in the Order; or Services are illustrative only and do not form part of the 1.1.14. Technical Data Sheet means a document issued by the Contract unless expressly agreed in writing between the parties. Business containing the technical specifications or data for the 2.8. All these Conditions shall apply to the supply of both Goods Goods. and Services except where application to one or the other is specified. 11 July 2019 Version 1.0 CanNeed Instrument Group Limited Terms and Condi4ons of Sale. 3. GOODS unmarked in new condition, with all packaging and seals (if 3.1. The Business shall supply and the Purchaser shall purchase any) unbroken. the Goods as set out in the Order. 6.4. Subject to Clauses 6.2 and 6.3, the Business shall refund the price of returned Goods less the Business’s re-stocking charge 4. IMPORT AND EXPORT LICENSES within 14 days of receiving the Goods. The Purchaser shall be 4.1. The Business will obtain any export clearance required for the responsible for making local arrangements to reclaim any supply of the Goods. applicable taxes or duties. 4.2. The Purchaser will promptly obtain and maintain all other 6.5. Goods built to order or supplied to the Purchaser’s licences, clearances, and other consents (including import Specification will not be refunded under any circumstances. licences) necessary for the supply of the Goods. 4.3. Without limiting clause 4.2, the Purchaser will at its own cost 7. RISK AND TITLE provide to the Business, or (where local laws or regulations 7.1. Risk in the Goods will pass to the Purchaser on delivery. require the Business to do so) assist the Business in procuring, 7.2. Title to any Goods sold to the Purchaser by the Business shall any documents necessary under applicable laws and pass once Business has received payment of all sums due regulations for the Business to export the Goods to the delivery under the relevant invoice in full and cleared funds to the bank location. account nominated by the Business. 7.3. Until title to the Goods has passed to the Purchaser, there shall 5. DELIVERY OF THE GOODS be no re- sale of the Goods except in accordance with the 5.1. Unless otherwise instructed by the Purchaser in writing, following provisions: delivery of the Goods shall be made to the location specified in 7.3.1. Pending re- sale, the Goods shall be kept separate and clearly the Order by such means as the Business deems appropriate. identifiable as the property of the Business (or in case of 5.2. The Goods shall be deemed delivered on delivery of the Goods incorporation into other Goods the Purchaser shall maintain by the Business to the carrier. records sufficient to identify the Goods) and the Purchaser 5.3. The Purchaser shall make all arrangements necessary to take shall insure the Goods from the date of delivery (i) with a delivery of the Goods whenever they are tendered for delivery. reputable insurer (ii) against all risks (iii) for an amount at least The Business shall not be liable for any delay in or failure of equal to their price; and delivery caused by: 7.3.2. In the event of re-sale of the Goods prior to title passing to the 5.3.1. The Purchaser’s failure to make the delivery location available, Purchaser, title to the Goods shall pass to the Purchaser prepare the delivery location for delivery, or provide adequate immediately prior to the re-sale. instructions for delivery of the Goods; or 7.4. Until title passes to the Purchaser, the Business may at any 5.3.2. Force Majeure. time require the Purchaser to deliver up the Goods and, if the 5.4. The Purchaser shall not be entitled to reject any delivery of Purchaser fails to do so promptly, may (without prejudice to the Goods on the basis that an incorrect volume of Goods has Business’s other remedies) enter on to the Purchaser’s been supplied provided the volumes are within the tolerances premises, or those of any third party where the Goods are (if any) set out in the Order.

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