General Terms and Conditions of Sales and Services

Article 1. The subject matter, proceeds and method of payment under this Agreement: as inscribed in the Quotation.

This General Terms and Conditions of Sales and Services shall be applicable to the Quotation, Commercial Purchase Agreement, Purchase Order Confirmation Advice, Invoice or other sales documents of Tron Future Tech Inc. (hereinafter referred to as “TRON FUTURE”). TRON FUTURE shall not be bound by any other provisions or amendment proposed by the Customer in the absence of the written consent of TRON FUTURE.

Article 2. Service

The Customer shall (a) be collaborative with TRON FUTURE on all matters pertinent to the service, and permit TRON FUTURE to enter its business place and other facilities under reasonable request of TRON FUTURE; (b) respond to TRON FUTURE promptly on the instructions, information, permission, authorization, or decision necessary for the rendering of services under this Agreement as requested by TRON FUTURE with justifiable reasons to facilitate the rendering of service by TRON FUTURE as required under this Agreement; (c) access to or maintain all permissions, approvals, licenses, and consents necessary for the rendering of service; and (d) observe all applicable laws governing the service.

Article 3. Price and tax

The prices of the merchandises exclude any form of tax, including sale tax, use tax, consumption tax, valuation tax, or any form of import duties, customs fees, inspection or testing fee, or any form of tax, expenses, and dues levied by any government institution (“taxes”) on the buyer and the seller or under the assessment of the transactions between the buyer and the seller unless otherwise specified in the Quotation. All taxes at present, traceable, or in the future shall be added to the prices and payable by the Customer except the taxes to be levied or assessed on the net income of TRON FUTURE unless the Customer shall provide documents for proof of tax exemption issued by the taxation authorities for TRON FUTURE.

Article 4. Loading and shipment, delivery and risk of loss

(1) The precondition for TRON FUTURE in observing the delivery due date is the appropriate and timely performance of the obligations on the part of the Customer, particularly the timely receipt of the documents, approval, and information to be provided by the Customer. In addition, the Customer shall also perform all other obligations before TRON FUTURE will proceed to shipment. If the aforementioned preconditions cannot be satisfied promptly, the delivery date will be postponed accordingly and reasonable time for reactivation of the procedure will be granted. In case the deadline for delivery of goods and/or services cannot be met due to natural disasters, other forms of force majeure, or anything that TRON FUTURE has no fault, the delivery due date should be postponed accordingly with the additional granting of reasonable time for reactivation of the procedure. Under these circumstances, TRON FUTURE shall not be held responsible for the damage to the Customer caused by the delay. Force majeure should include behaviors related to sovereignty. Examples are the government rejecting to issue necessary permits duly applied in due procedure, restriction of transportation and energy consumption, infectious diseases and epidemics. It also includes the general shortage of raw materials and supplies, and other reasons that the suppliers cannot perform the delivery or delay in shipment, which goes beyond the control of TRON FUTURE.
(2) All the delivery dates are estimated time limits for delivery. The shipment date designated by TRON FUTURE refers to the reasonable time limit required for the production of products from the day on which the purchase order was accepted by TRON FUTURE under estimation. Unless otherwise specified in writing, the aforementioned dates shall not constitute the promise of TRON FUTURE to complete the loading of merchandises for shipment or delivery of merchandises. TRON FUTURE may deem it necessary to adjust product design or specification the extent to which the delivery date must be postponed to guarantee the adjustment of the design, specification or sale conditions meet the mutual requirements of the parties through mutual consultation. The designated date of service of TRON FUTURE refers to the reasonable estimation of time limit required for the start and completion of the rendering of service. Whether specific items of services can be accomplished in due time may be determined by the environmental conditions. The unfitting conditions of the environment or geographic location may cause the delay of service, including weather factors, and shall not be deemed an act of breach of this Agreement.
(3) TRON FUTURE will choose the most preferred means of shipment of the merchandises, prepay the freight, and include the expenses incurred thereof to the invoice unless the Customer elects to appoint its own carrier. Unless TRON FUTURE agrees otherwise in writing, the delivery of merchandises to the carrier at the loading spot shall be deemed the completion of delivery, and thereby the Customer shall assume the risk of the loss and damage to the merchandises. In the event of disputes deriving from the delivery of merchandises or service, quantity, or product quality, the Customer shall be responsible for providing evidence to prove no delivery of merchandises or services and/or the quantity of merchandises or services delivered or the quality are relevant to the purchase order. The Customer shall also be responsible for related freight deriving from the loading and shipping of all merchandises, sale tax, and other taxes, tariffs, insurance premium and other expenses. TRON FUTURE strongly recommends the Customer to take insurance for the protection of merchandises in the course of shipment. The Customer must inform TRON FUTURE of any loss or damage to applicable merchandises in the course of loading and shipment within 20 days after delivering the merchandises to the location of the carrier in order to claim for the damage or it shall be deemed the abandonment of the Customer over the right of claim. TRON FUTURE shall support the Customer in the event of a claim instated by the Customer against the carrier on the loss or damage to the merchandises. The Customer shall claim for the loss or damage to the merchandises in the course of transportation against the carrier. If the Customer elects to arrange the transportation, the freight and handling charge shall be borne by the Customer. The purchase order for export which requires special treatment and the expense incurred from direct shipment outside the producing country shall be borne by the Customer. Unless under full discretion or it is necessary, TRON FUTURE will not effect “direct shipment” to the customers of the Customer.
(4) The means of transportation may be changed at the common consent of the parties and the additional cost incurred from transportation shall be borne by the Customer.
(5) In case the Customer needs to change the place of delivery, it shall inform TRON FUTURE 60 days prior to the delivery day. The freight derived and other expenses incurred shall be borne by the Customer.

Article 5. Acceptance

The Customer has the right to conduct inspection of the merchandises or services on delivery for acceptance, and notify TRON FUTURE on the result of the acceptance in writing. Any delay by the Customer in notifying TRON FUTURE of the result of acceptance shall be deemed passing the acceptance. If the said merchandises or services fail in the inspection for acceptance, TRON FUTURE shall rectify or exchange for conforming items within the allowable time limit. The Customer shall be responsible for the expenses incurred from inspection and testing whether the merchandises are conforming or not. If the Customer cannot conduct inspection on the merchandises or services, or cannot notify TRON FUTURE within 20 days in writing upon receiving the merchandises of the aforementioned nonconformity, it shall be construed as the abandonment of the rights of the Customer in inspection or rejection of the merchandises. Accordingly, the merchandises received by the Customer shall be deemed accepted.

Article 6. Insurance

The parties hereto shall take insurance and renew the insurance policy being taken. The amount insured in underwriting shall be sufficient to cover the liability of damage under this Agreement. As per the request of the other side of the parties, TRON FUTURE or the Customer shall provide a basic insurance policy to each other to prove the status of protection by insurance. The Customer shall not be taken as the additional insured in the insurance policy of TRON FUTURE in any circumstance. Likewise, TRON FUTURE will not give up the right of subrogation.

Article 7. Software

TRON FUTURE will license the Customer the non-exclusive right of computer programs and other related data files (computer programs and related data files are hereinafter collectively known as “software”) only and only for the purpose of operating the hardware or to achieve this purpose. In other words, the licensing of the software is only for running the hardware or to achieve the purpose of running the hardware under the user agreement. In the absence of an agreement on the duration of use, the right of use shall be perpetual. The software will be provided only in machine reading format (target code), not source code or source code data files. The Customer has no right to modify, decompile or disassemble and engage in any other form of reverse engineering of the software in whole or in part. The software may be reproduced only for the purpose of file keeping or achieving the purpose of file keeping. No further licensing of the software or the right of use of the software is permitted, and may only be permitted to transfer, lease or lend to a third party when loaded onto the hardware. The Customer promises to assure this third party to assume the aforementioned obligations under such circumstance.

Article 8. Transfer of risks

The assumption of risk between the parties on the subject matter of purchase shall be transferred to the Customer at common consent under the rules of the Incoterms. TRON FUTURE shall still be the bona fide proprietor of the subject matter of purchase before the full settlement of the proceeds for the orders. TRON FUTURE reserves the right to possess the subject matter of purchase without hindering the Customer in using the subject matter of purchase. Before TRON FUTURE can receive the payment in full, the Customer cannot refer the subject matter of purchase to disposal in whatever means other than normal use, and has no right to pledge the subject matter of purchase under lien or assign the subject matter of lease to a third party. If the subject matter of purchase and/or the service includes software, the Customer may only have the right granted under Article 7 of this Agreement unless the Customer has acquired the property right of the software.

Article 9. Warranty

(1) Unless otherwise specified in the Quotation, TRON FUTURE shall provide warranty on the subject matter of purchase for 12 months from the day of delivery.
(2) The declaration, engineering and technical information, and recommendation TRON FUTURE provides the Customer is for convenience only. TRON FUTURE disclaims any responsibility of the accuracy or integrity of the aforementioned information. In case of defect discovered in the warranty period, the Customer shall inform TRON FUTURE in writing or e-mail with detailed description of the defect within 14 days after discovery. On receiving the written notice within the warranty period, TRON FUTURE shall conduct inspection and testing to determine if the defect exists, and the warranty liability to be compensated by TRON FUTURE will be: TRON FUTURE may select to repair or replace the aforementioned merchandise. If the aforementioned defect falls beyond the scope of warranty provided by TRON FUTURE after inspection, the Customer shall be responsible for the expenses incurred from the labor and freight for the removal, repair, replacement, or reassembly of the defective items. No third party may be permitted to repair or rework the defective items without the written authorization of TRON FUTURE or the warranty under this Agreement shall be void. Components produced by a third party (“third-party products”) may structure, include, included, incorporated, or attached to the products, or placed in the same packing with the products. The Customer agrees that: (a) the third-party products are not covered by the warranty of TRON FUTURE under Article 9; and (b) the liability to damage assumed by TRON FUTURE shall be confined to the merchandises designed and produced by TRON FUTURE in all circumstances. The scope of warranty provided by TRON FUTURE does not cover normal wear or degradation, improper installation, accident, or product defect or damage caused by the use, maintenance, repair or modification. The performance or reliability of the merchandises may be negatively affected under the defect or damage caused by the failure of the Customer in following the instructions of TRON FUTURE in the storage, installation, calibration or use of the merchandises or the design requirements of the merchandises. The Customer shall be responsible for the expenses incurred from the defects or damage to the merchandises due to abusive use, erroneous handling, misuse or negligence, or due to wiring interactive interface, or use in an unanticipated or unexpected environment, or any others where TRON FUTURE shall not be held at fault.
(3) The aforementioned defects shall include cracking, collapse, damage, malfunction, or performance not relevant with the requirements under this Agreement.

Article 10. Trademarks

The Customer agrees that TRON FUTURE is the bona fide and exclusive proprietor of any trademark, business name and related logos of TRON FUTURE. The act of selling merchandises to the Customer shall not constitute the licensing of any rights of the trademarks of TRON FUTURE to the Customers unless explicitly stated by TRON FUTURE in writing. Any means of advertising, promotion, marketing, or packing of any merchandise by the Customer that may weaken, slander any trademark of TRON FUTURE or cause confusion are prohibited. Likewise, the Customer is prohibited to use the name of TRON FUTURE in its promotion or promotional materials, or claim to have any form of association with TRON FUTURE or the associates of TRON FUTURE unless under the explicit approval of TRON FUTURE in writing in each instance. The Customer is prohibited to question the logo of TRON FUTURE at any time, or claim any benefit from the logo of TRON FUTURE, or exhibit in any manner that TRON FUTURE deems libel, confusion or weakening of the logo of TRON FUTURE.

Article 11. Intellectual Property Rights

(1) The Customer has no right to modify or engage in any other forms of reverse engineering on the products in whole or in part.

(2) The products shall be free from any defects of rights in the country of delivery. The rights as referred to shall include the infringement of the industrial property right or copyright of a third party (hereinafter, “intellectual property rights”). If the following conditions are satisfied within warranty: (a) the Customer shall inform TRON FUTURE in writing of any claim for compensation from a third party at once; (b) the Customer denies any form of infringement; and (c) the right of TRON FUTURE in taking any defensive measure or settlement through consultation is unaffected, TRON FUTURE shall determine to acquire related right of use of the products for a fee, or modify the products to avoid the infringement of intellectual property rights, or make replacement. All other requests of the Customer shall be excluded.

Article 12. Liability of the customer to damage

The Customer shall assume the responsibility of the expenses incurred, and indemnify, defend and protect TRON FUTURE and its associates, successors, assignees, senior executives, directors, employees and agents from any influence of damage, liability to damage, loss, expenses or spending on indemnity, complaints, legal proceedings or procedures deriving from, related to or on the basis of use of the merchandises, integration of the merchandises of TRON FUTURE with the merchandises of the Customer or reselling the merchandises, the warranty and/or remedy provided by the Customer, and the variation from the content of warranty provided by TRON FUTURE, including the payment effected in the conciliation process, legal services, and legal proceedings.

Article 13. Export Control

The Customer recognizes that the merchandises and the purchase of merchandises must comply with applicable legal rules of the customs, import and export control of related countries. The Customer states and guarantees not to export or re-export any related merchandises or technical data unless all comply with applicable legal rules, including those of the exporting country and country of origin.

Article 14. Specification, engineering, and design change and special tests

TRON FUTURE may exercise discretion in (a) the modification of any merchandise specification or alteration of any design or engineering; (b) discontinuation of production or sale of any merchandise; (c) halting the development of new merchandises whether the merchandises have already been publicly released or not; or (d) starting to produce and sell merchandises with new features to make other products obsolete in whole or in part without any liability of damage to the Customers due to the aforementioned activities. TRON FUTURE may elect not to produce and/or sell any merchandise, including substitute parts without assuming any responsibility of damage to the Customer. Notwithstanding the requirements specified in the preceding paragraphs, TRON FUTURE shall provide the aforementioned merchandises being modified or that have stopped production to fill the orders of the Customers already accepted within the scope of its possession of related products. The Customer may request TRON FUTURE to modify the specification of any merchandise. If TRON FUTURE accepts the aforementioned request, TRON FUTURE and the Customer shall then consult each other on the adjustment of the price of the products. In addition, the Customer shall pay for the expenses incurred from the materials, work in process and/or finished products being phased out by TRON FUTURE. All the aforementioned changes may affect only the purchase orders signed and become effective beyond the day of change. Unless TRON FUTURE agrees otherwise in writing, all special tests and inspection of merchandises requested by the Customer shall be conducted inside the facilities of TRON FUTURE and the expenses incurred thereof shall be borne by the Customer.

Article 15. Limitation of liability to damage

The liability of TRON FUTURE to damage shall not be restrained due to willful fault, written guarantee, the claim of lives, bodily injury, or damage to health. The responsibility to be assumed under mandatory action of applicable law shall be unaffected. TRON FUTURE shall assume the responsibility of damage to the Customer up to 15% of the contract amount without defying mandatory requirement under law, on the basis of any claims including delay. TRON FUTURE disclaims any responsibility of the claim for financial loss, indirect damage, profit loss, production loss, interruption of operation, request from third-party contract, loss of the benefit of use, financing cost, interest loss, and the purchase of substitutes, and also the loss of data, information and programs deriving from software error. Any other claims will be turned down by TRON FUTURE.

Article 16. Contractual Performance

(1) The parties hereto shall perform the rights and obligations under this Agreement once entered into full force. No side of the parties may rescind this Agreement at will without the consent of the other side in writing unless fault was found on the other side.

(2) In the event of delinquency, TRON FUTURE may demand payment from the Customer and apply an interest in arrears at the posted interest rate as penalty, or proceed to rescind this Agreement and repossess the subject matter of purchase at no objection of the Customer. In addition, the Customer shall be responsible for all the expenses incurred from the repossession of the subject of purchase by TRON FUTURE.

(3) In the event of the rescission of this Agreement not because of the fault of TRON FUTURE, the Customer shall not request for a refund of the payment already effected in favor of TRON FUTURE.

(4) No side of the parties may assign the rights and obligations under this Agreement to a third party or refer this Agreement to other purposes in whole or in part without the prior consent of the other side in writing.

Article 17. Confidentiality

(1) The parties hereto shall keep the business secret, operation secret, technical and professional data or any other documents marked as confidential or wording of similar meaning of the other side acknowledged or possessed due to the performance of this Agreement in strict confidence, and shall not divulge or avail the aforementioned information to any third party without the consent of the other side in writing. The aforementioned obligation of non-disclosure shall survive the rescission, termination, or expiration of this Agreement.

(2) If one side of the parties acts in defiance of the obligation of non-disclosure, the other side of the parties may notify the defaulting side of the termination of this Agreement in writing and claim for the damage thereof.

Article 18. Abandonment of Rights

If either side of the parties cannot or defers to exercise any right or remedy, this side is still entitled to exercise the aforementioned rights or any other rights or remedies in the future.

Article 19. Divisibility of this Agreement

If any of the provisions contained in this Agreement was ruled by a court or tribunal of legal jurisdiction as ineffective, unlawful, or unenforceable, such provisions shall be split from this Agreement while the remainder of all other provisions shall remain intact and enforced under its professed purpose.

Article 20. Force Majeure

In case TRON FUTURE cannot or defers to perform its obligations under this Agreement for reasons beyond its control, TRON FUTURE shall not be held liable to the Customer. Likewise, it shall not be deemed as an act of breach of TRON FUTURE of this provision or the rules of any purchase order. In substantive terms, it may include, without limitation to, natural disaster, flood, fire, earthquake, explosion, act of the government, war, invasion or hostility, threat or act of terrorism, riot or other civil commotion, state of national emergency, reform, insurgency, epidemic, discontinuation of operation, strike, or any other forms of labor–management dispute, restriction or delay affecting the carrier, or inaccessibility to or delay in access to sufficient or suitable material supply, material or communication failure or power failure. If the influence of force majeure on TRON FUTURE lasts for more than 6 months such that it hinders or delays TRON FUTURE in performing the obligations under the accepted purchase orders, either side of the parties may notify the other side to terminate the accepted purchase order already affected by the aforementioned incidents without assuming any responsibility.

Article 21. Law Abiding

The Customer shall duly observe all applicable legal rules effective at present or in the future, including but not limited to the Anti-Corruption Act. Where the Customer may also act as the agent, distributor, or reseller of TRON FUTURE, and shall guarantee no customer order was made by any official of any government, government institutions, or political parties, the proxies or employees or the aforementioned parties, or any candidates to the seat of political positions in processing a customer order on its own or by personnel acting on its behalf. Likewise, the Customer shall inform TRON FUTURE at once of any possible allegation of violating Article 21. The Customer shall not effect payment, promise of payment, or authorize the payment of money, or avail, give, promise or authorize to give any item of value to officials, agents or employees of any government, government institutions, enterprises owned or controlled by governments, directly or indirectly, in the name of or on behalf of TRON FUTURE or in the interest of TRON FUTURE. The Customer shall demand each of its directors, management staff, employees and agents to duly observe Article 21. In the event of any act of breach by the Customer against this article, TRON FUTURE shall terminate this Agreement at once without notifying the Customer and without assuming any responsibility to the Customer.

Article 22. Perpetuity of the Provisions

The provisions contained in this Agreement in part shall still be effective notwithstanding the expiration or termination of the confirmed purchase orders. These provisions include without limitation to: Article 9, Article 10, Article 11, Article 12, Article 13, Article 15, Article 17, Article 19, Article 20, Article 21, Article 22, and Article 23.

Article 23.

This Agreement shall be construed by the law of the Republic of China. Likewise, the effect and anything not mentioned in this Agreement shall also be governed by the law of the Republic of China. In the event of dispute deriving from this Agreement, the parties hereto shall seek solution under the principle of good faith. If legal proceedings become necessary, the parties hereto agree to submit the jurisdiction of the first instance to Taiwan Hsinchu District Court for settlement.

Article 24. Miscellaneous

(1) this Agreement shall come into full force as of the date of signing.

(2) All annexes to this Agreement shall constitute an integral part of this Agreement and carry the same force under law. In the event of discrepancy between the content of the annexes and the provisions contained in this Agreement, the latter shall prevail.

(3) this Agreement is made in duplicate. The related parties shall each keep one original specimen for record. The parties hereto shall be responsible for their respective shares of stamp tax.

Tron Future Tech Inc.'s General Terms and Conditions of Sales and Services