These Terms apply to all transactions of endoscope accessories (including insertion tubes, biopsy channels, wires, threaded tubes, light beams, sheaths, etc.) concluded by you through the official website, email, instant messaging or other channels of your Hong Kong foreign trade company, and form an integral part of the contract between the parties. Your act of submitting an order, confirming the quotation, or making payment shall be deemed that you have fully read, understood and unconditionally agreed to all the contents of these Terms.

1. Definitions and Contract Formation

1.1 Definitions

• 「Seller」: refers to the foreign trade company registered by you in Hong Kong, the seller of the Products;
• 「Buyer」: refers to the customer who submits an order on the website, confirms the quotation and makes payment for the goods, the purchaser of the Products;
• 「Products」: refers to the endoscope accessories sold by the Seller, including but not limited to insertion tubes, biopsy channels, wires, threaded tubes, light beams, sheaths, etc.;
• 「Order」: refers to the purchase intention submitted by the Buyer on the website, including product model, quantity, delivery information, etc.;
• 「Quotation」: refers to the formal quotation issued by the Seller to the Buyer after receiving the Order, including product unit price, total amount, production cycle, delivery rules and other contents;
• 「Contract」: refers to the formal product sales contract established between the parties after the Buyer confirms the Quotation and makes full payment of the goods.

1.2 Contract Formation Rules

• The Buyer's act of submitting an Order on the website is only an invitation to treatsent to the Seller, and does not constitute the formation of a Contract;
• The formal Quotation issued by the Seller to the Buyer is an offersent by the Seller to the Buyer. The Quotation is valid for 7 calendar days from the date of issue. If not confirmed within the validity period, the Quotation will automatically become invalid;
• If the Buyer confirms the price within the validity period of the Quotation and makes full payment of the goods to the Seller's designated Hong Kong company account, it shall be deemed as the Buyer's acceptanceof the Seller's offer, and the sales contract between the parties shall be formally established on the date when the Seller confirms that the full payment has been received;
• After the Contract is established, the Seller shall only be responsible for the confirmed Order content. Any subsequent change request made by the Buyer shall take effect only after written confirmation by the Seller.

2. Trade Terms and Delivery Rules

2.1 Trade Terms: All transactions under this Contract shall strictly apply the EXW (Ex Works) Incoterms 2020, with the following specific rules:

• Seller's Delivery Obligation: The Seller shall complete all delivery obligations by delivering the Products conforming to the Contract to the carrier designated by the Buyer at the Seller's designated production factory/warehouse in Mainland China;
• Cost Bearing: The Buyer shall bear all costsof transporting the Products from the Seller's factory/warehouse to the delivery address designated by the Buyer, including but not limited to international freight, insurance premium, loading and unloading fees, storage fees, import and export tariffs, value-added tax, customs clearance fees, inspection and quarantine fees and all other related fees;
• Risk Transfer: All risks of damage to or loss of the Products shall be fully transferred from the Seller to the Buyer at the time when the Seller delivers the Products to the carrier designated by the Buyer. Any risks and losses during transportation shall be borne solely by the Buyer.

2.2 Production and Delivery Cycle

• Production Cycle: After confirming that the full payment has been received, the Seller shall arrange production in accordance with the production cycle agreed in the Quotation. The production cycle shall be calculated from the day after the payment is received;
• Shipment Notice: After the Seller completes the production of the Products and delivers them to the carrier, the Seller shall send a shipment notice to the Buyer by email/instant messaging within 1 working day, informing the carrier information, waybill number and other logistics details;
• Delivery Delay: The Seller shall not be liable for any delay in production or delivery caused by the Buyer's reasons (including but not limited to delayed payment, failure to provide delivery information in a timely manner, failure to designate a carrier in a timely manner, etc.), and shall have the right to require the Buyer to bear all losses such as storage fees and material losses incurred thereby.

3. Price and Payment Terms

3.1 Price Rules

• The unit price and total amount of the Products in the Quotation are all EXW factory delivery prices, excluding any freight, insurance premium, tariffs, taxes and other fees;
• The price in the Quotation is only valid within the validity period of the Quotation, and a new quotation is required after expiration;
• After the Contract is established, the price of the Products shall not be adjusted except for changes confirmed in writing by both parties. The risks of exchange rate fluctuations and raw material price changes shall be borne by the Seller itself, and the Seller shall not require the Buyer to increase the price for this reason.

3.2 Payment Rules

• Payment Method: All transactions under this Contract shall adopt the method of full prepaid payment. The Buyer shall pay the full amount of the goods to the Seller's designated Hong Kong company bank account within the validity period of the Quotation;
• Account Information: The Seller's designated receiving account information shall be clearly marked in the formal Quotation. The Buyer shall ensure that the payment account information is consistent with that in the Quotation. The Seller shall not be liable for any fund loss or delayed arrival caused by the Buyer's wrong payment account;
• Exchange Rate Rules: The pricing currency in the Quotation is US Dollar/Hong Kong Dollar (adjustable according to the actual situation). The exchange rate for payment of the goods shall be subject to the real-time exchange rate of the bank on the day when the Buyer makes the payment. The risk of exchange rate fluctuations shall be borne by the Buyer itself;
• Payment Voucher: After the Buyer completes the payment, the Buyer shall send the payment slip to the Seller within 1 working day for the Seller to check the arrival status. The Seller shall not be liable for the delay in checking the arrival status and production delay caused by the Buyer's failure to provide the payment slip in a timely manner.

4. Product Quality and Inspection Rules

4.1 Quality Warranty

• The Seller warrants that the Products provided shall comply with the relevant production standards and industry norms in Mainland China, as well as the product specifications and technical parameters clearly marked in the Quotation, and the Products are brand new, unused and qualified products;
• The warranty period of the Products is 3 months from the date when the Seller delivers them to the carrier. During the warranty period, if the unused Productshave quality problems caused by non-human damage and non-improper use, the Seller shall be responsible for free replacement of the same model and specification of Products. All fees such as freight and insurance premium for the replaced Products shall be borne by the Buyer itself, or the Seller may choose to refund the payment for the corresponding quantity of Products;
• The Seller shall not be liable for any quality warranty under the following circumstances:

1. Damage caused by the Buyer's failure to use, install and maintain the Products in accordance with the product manual and industry norms;
2. Damage caused by the Buyer's own disassembly, modification and maintenance of the Products;
3. Damage caused by improper transportation, storage and loading/unloading of the Products;
4. Damage caused by force majeure and accidents to the Products;
5. Normal wear and tear of the Products.

4.2 Inspection Rules

• Appearance and Specification Inspection: After receiving the goods, the Buyer shall inspect the appearance, model, specification and quantity of the Products within 5 calendar days. If the Products are found to be inconsistent with the Contract, the Buyer shall raise an objection in writing (including email and instant messaging) to the Seller within the inspection period, and provide relevant photos, videos and other evidence;
• Hidden Quality Defect Inspection: For hidden quality defects of the Products that cannot be found through appearance inspection, the Buyer shall raise an objection in writing to the Seller within 15 calendar days after receiving the goods, and provide relevant inspection reports and evidence;
• If no objection is raised within the time limit, it shall be deemed that the Products fully comply with the Contract, and the Buyer shall not be entitled to put forward any claim, refund or return request to the Seller on the grounds of inconsistent product quality, specification or quantity;
• After the Buyer raises an objection, the Seller shall verify it within 3 working days. If it is indeed the Seller's responsibility, the Seller shall bear the corresponding responsibility in accordance with the provisions of these Terms; if it is not the Seller's responsibility, the Seller shall have the right to reject the Buyer's relevant requirements.

5. Rights and Obligations of Both Parties

5.1 Seller's Rights and Obligations

• Obligations:

1. Complete the production and delivery of the Products on time in accordance with the specifications, quantity and quality standards agreed in the Contract;
2. Provide the Buyer with relevant technical documents such as product specification manuals and qualification certificates;
3. Provide necessary answers and support for reasonable technical inquiries raised by the Buyer;
4. Undertake the obligation of confidentiality for the Buyer's business information and personal information known during the performance of this Contract, and shall not disclose them to any third party.

• Rights:

1. Have the right to require the Buyer to pay the full amount of the goods on time and in full. If the Buyer fails to make the payment overdue, the Seller shall have the right to suspend production, terminate the Contract and require the Buyer to bear the liability for breach of contract;
2. Have the right to reject unreasonable change requests made by the Buyer;
3. Have the right to require the Buyer to fully compensate for the losses incurred by the Seller due to the Buyer's reasons.

5.2 Buyer's Rights and Obligations

• Obligations:

1. Pay the full amount of the goods to the Seller on time and in full in accordance with the Contract;
2. Provide the Seller with accurate and complete delivery information, contact person information, product specification requirements, etc. Any losses caused by incorrect information shall be borne by the Buyer itself;
3. Be responsible for all matters such as transportation, insurance, customs clearance and storage of the Products, and bear the relevant fees;
4. Be responsible for all compliance requirements of the Products in the importing country/region, including but not limited to product registration, certification, licensing, inspection and quarantine, etc., to ensure that the Products comply with the relevant laws and regulations of the importing country/region. Any losses and liabilities caused by the Products' failure to meet the compliance requirements of the importing country shall be borne solely by the Buyer;
5. Inspect the Products in a timely manner and raise objections in accordance with the provisions of these Terms;
6. Undertake the obligation of confidentiality for the Seller's business information, technical information and product information known during the performance of this Contract, and shall not disclose them to any third party.

• Rights:

1. Have the right to require the Seller to deliver the Products conforming to the quality and specification requirements in accordance with the Contract;
2. When the Products have quality problems conforming to the provisions of these Terms, have the right to require the Seller to bear the corresponding quality warranty liability;
3. For the Seller's breach of contract, have the right to put forward a claim in accordance with the provisions of these Terms.
4. Liability for Breach of Contract

6.1 Buyer's Liability for Breach of Contract

• If the Buyer fails to pay the goods overdue, it shall pay liquidated damages to the Seller at the rate of 0.05% of the overdue payment amount for each calendar day overdue. If the overdue period exceeds 7 calendar days, the Seller shall have the right to unilaterally terminate the Contract, and the Buyer shall pay liquidated damages of 20% of the total contract amount to the Seller. If the liquidated damages are insufficient to cover the Seller's losses, the Buyer shall also fully compensate the Seller for the actual losses (including but not limited to material procurement costs, production preparation costs, storage fees, expected profit losses, etc.);
• If the Buyer refuses to accept the goods or perform the Contract without justifiable reasons, it shall pay liquidated damages of 30% of the total contract amount to the Seller. If the liquidated damages are insufficient to cover the Seller's losses, the Buyer shall also fully compensate the Seller for the actual losses;
• If the Buyer fails to perform other obligations in accordance with the provisions of these Terms, it shall bear all losses caused to the Seller thereby.

6.2 Seller's Liability for Breach of Contract

• If the Seller fails to deliver the Products overdue without justifiable reasons, it shall pay liquidated damages to the Buyer at the rate of 0.05% of the total contract amount for each calendar day overdue. If the overdue period exceeds 15 calendar days, the Buyer shall have the right to unilaterally terminate the Contract, and the Seller shall fully refund the payment already made by the Buyer and pay liquidated damages of 20% of the total contract amount to the Buyer;
• If the Products delivered by the Seller do not conform to the quality and specification requirements agreed in the Contract and cannot be solved by replacement or repair, the Buyer shall have the right to require the Seller to refund the payment for the corresponding Products and bear the direct losses caused to the Buyer thereby;
• If the Seller fails to perform other obligations in accordance with the provisions of these Terms, it shall bear the direct losses caused to the Buyer thereby.

6.3 Limitation of Liability

• Notwithstanding any other provisions in these Terms, the total maximum cumulative liability of the Seller under this Contract shall in no case exceed the total amount of the Order Contract;
• To the maximum extent permitted by applicable law, the Seller shall in no case be liable to the Buyer for any indirect, incidental, special, punitive damages, lost profits, business interruption losses, etc., whether such losses are caused by the Seller's breach of contract, negligence, tort or other acts.

7. Intellectual Property Terms

7.1 The Buyer warrants that any product design, drawings, specifications, trademarks, brand logos, technical materials, etc. provided by the Buyer to the Seller have complete and legal intellectual property rights, or have obtained complete authorization from the relevant rights holders, and will not infringe the intellectual property rights, trade secrets and other legitimate rights and interests of any third party;

7.2 If the Seller suffers any infringement claim, administrative penalty, legal action, etc. from any third party due to the above contents provided by the Buyer, the Buyer shall bear full responsibility, fully compensate the Seller for all losses incurred thereby (including but not limited to compensation, fines, litigation fees, lawyer fees, travel expenses, goodwill losses, etc.), and provide defense for the Seller to ensure that the Seller does not bear any responsibility therefor;

7.3 The Seller has complete intellectual property rights in the design, technology, trademarks, brands, etc. of the Company's products. Without the written authorization of the Seller, the Buyer shall not use, copy, disseminate, modify the Seller's products, technical materials, brand logos, etc. without permission, otherwise the Seller shall have the right to pursue the Buyer's full legal liability.

8. Compliance and Export Control Terms

8.1 The Seller warrants that the production and export of the Products under this Contract strictly comply with the relevant laws and regulations and export control requirements of Mainland China, and have obtained all necessary production and export licenses;

8.2 The Buyer warrants that the import, sale and use of the Products under this Contract strictly comply with the relevant laws and regulations and import control requirements of the importing country/region, and have obtained all necessary import, sale and use licenses;

8.3 If the Products cannot be imported, cleared or delivered due to changes in laws and regulations, policies, export controls, sanctions, etc. of the importing country/region, the Seller shall not bear any liability, and the Buyer shall still pay the full amount of the goods to the Seller, and the paid amount shall not be refunded;

8.4 Both parties warrant that during the performance of this Contract, they shall strictly comply with all applicable anti-bribery, anti-money laundering, anti-monopoly and other relevant laws and regulations, and shall not engage in any illegal or irregular acts.

9. Force Majeure Terms

9.1 「Force Majeure」 as used in these Terms refers to unforeseeable, unavoidable and insurmountable objective circumstances, including but not limited to:

• Natural disasters: earthquakes, typhoons, floods, fires, epidemics, etc.;
• Social events: wars, armed conflicts, strikes, riots, government controls, policy changes, etc.;
• Supply chain events: raw material shortages, supply chain interruptions, traffic controls, port closures, etc.

9.2 If the Seller is unable to perform its contractual obligations on time due to a Force Majeure event, the Seller shall notify the Buyer of the event by email/instant messaging within 24 hours after the occurrence of the Force Majeure event, and provide relevant official certification documents within 7 calendar days;

9.3 The Seller shall not be liable for any breach of contract for the delay in performance caused by the Force Majeure event, and the performance period shall be extended accordingly according to the impact time of the Force Majeure event;

9.4 If the Force Majeure event lasts for more than 30 calendar days, resulting in the inability to continue performing the Contract, either party shall have the right to unilaterally terminate the Contract, the Seller shall fully refund the payment already made by the Buyer, and neither party shall bear other liability for breach of contract.

10. Governing Law and Dispute Resolution

10.1 The conclusion, validity, interpretation, performance and dispute resolution of this Contract shall all be governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China, excluding its conflict of law rules;

10.2 Any dispute or controversy arising between the parties in connection with this Contract shall first be settled through friendly negotiation. If the negotiation fails, either party shall have the right to submit the dispute to the China International Economic and Trade Arbitration Commission Hong Kong Arbitration Center (CIETAC Hong Kong) for arbitration in accordance with the arbitration rules of the Center in force at the time of applying for arbitration;

10.3 The place of arbitration shall be the Hong Kong Special Administrative Region, the arbitration language shall be Chinese and English, the arbitration award shall be final and binding on both parties, and either party shall have the right to apply to the competent court for enforcement of the arbitration award;

10.4 During the dispute resolution period, both parties shall continue to perform the other terms of this Contract except for the matters in dispute.

11. Other Terms

11.1 Entire Agreement: These Terms, together with the Quotation, Order, email correspondence, etc. confirmed by both parties, constitute the entire contract between the parties, and supersede all previous oral and written agreements, understandings and commitments reached by the parties in connection with this transaction;

11.2 Modification of Terms: Any modification or change to these Terms shall take effect only after written confirmation by both parties. The Seller shall have the right to update these Terms according to business development and changes in laws and regulations. The updated Terms shall be published on the website and take effect 7 calendar days after the date of publication. If the Buyer continues to use the Seller's services and submit orders, it shall be deemed to agree to the updated Terms;

11.3 Severability: If any content of these Terms is held invalid, illegal or unenforceable by a competent court or arbitration institution, such part shall be deemed to be deleted from these Terms, and the remaining contents of these Terms shall remain complete and valid and continue to be binding on both parties;

11.4 Notice: All notices, documents and materials under this Contract shall be sent in writing by email, instant messaging, etc. The Seller's sending to the email/contact information reserved by the Buyer when placing the order shall be deemed as valid service; the Buyer's sending to the official email/contact information published on the Seller's official website shall be deemed as valid service;

11.5 Waiver: The failure of either party to exercise any right, power or remedy under these Terms shall not be deemed as a waiver of such right, power or remedy. The single or partial exercise of any right, power or remedy by either party shall not exclude the exercise of other rights, powers or remedies.