DEFINITIONS "Buyer" means the organization or person who buys T&S Products. "Goods" means the articles to be supplied to the Buyer by the Seller. "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable. "Seller" means T&S Communicationss Co., Ltd. 8 Jinxiu Middle Road, Pingshan, Shenzhen, Guangdong, 518118, China  GENERAL These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller. PRICE, PAYMENT & RETENTION OF TITLE The price shall be referred to the quotation, unless otherwise agreed in writing between the parties. The price is exclusive of VAT or any other applicable costs. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller. Where credit is offered payment of the price shall be due on the exact date offered by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2 percent per month. If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to: Require payment in advance of delivery in relation to any Goods not previously delivered; refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery. Title shall pass to Buyer only upon full payment by Buyer for the Goods and following payment of any other outstanding debt by Buyer to Seller.  DELIVERY Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage. Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 30 days of signed receipt to enable replacement or refund.  RISK OF LOSS AND INSURANCE Risk of loss, damage and insurance responsibilities for the Products pass from Seller to the Buyer upon acceptance of Products by the shipping agent or carrier.  CANCELLATION PRIOR TO SHIPMENT In the event Buyer requests that an order for products or services which it has placed with Seller be cancelled prior to shipment, and with which request Seller agrees, Buyer shall be liable to Seller for all Products already manufactured at the time of notice of cancellation and all costs incurred by Seller as a result of such cancellation, including but not limited to, cancellation costs to suppliers and unreimbursed advances on Products, if any, together with any specifically identifiable incidental and consequential expenses.  MODITICATIONS Risk of loss, damage and insurance responsibilities for the Products pass from Seller to the Buyer upon acceptance of Products by the shipping agent or carrier.  QUALITY LEVELS Prices are based on quality levels commensurate with Seller’s standard specifications and normal processing. If a different quality level is required, Buyer shall specify the requirements in writing and pay any additional costs that may apply. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods on arrival and, within 30 days after delivery. Any rights of Buyer with respect to inspection shall be deferred until after payment of the purchase price.  RETURN OF UNUSED GOODS All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer.  LIMITATION OF LIABILITY The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price. In no event shall Seller be liable for any damages resulting from loss of data, loss of use or loss of revenue or profit and further disclaims any and all liability for indirect, incidental, special, consequential, or other similar damages.  INTELLECTUAL PROPERTY RIGHTS All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.  CONFIDENTIAL OR PROPRIETARY INFORMATION AND PROPERTY Confidential Information shall mean all information or items identified by Seller as confidential and disclosed by Seller to Buyer, relating to this Agreement. Buyer agrees to keep confidential and protect from disclosure to any third party all Confidential Information obtained from Seller regardless of form, including but not limited to, drawings, specifications, requirements documents, and samples obtained from Seller in connection with this Order. Buyer further agrees that such Confidential Information shall be distributed internally on a need to know basis and shall not be used, except to perform obligations pursuant to this Order, without prior written permission of Seller. Buyer shall be liable to Seller for any loss of the Confidential Information. Upon the request of Seller, Buyer will, at its own expense, return to Seller or confirm the destruction of all Confidential Information. If a separate confidentiality nondisclosure or proprietary information agreement exists between Seller and Buyer which relates to the subject matter of this Order, then confidential or proprietary information furnished by one party to the other party shall be protected pursuant to such agreement.  FORCE MAJEURE The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.  RELATIONSHIP OF PARTIES Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other. WAIVER The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement. SEVERABILITY If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of People’s Republic of China (PRC), and the parties hereby submit to the exclusive jurisdiction of the courts of PRC.