These terms and conditions govern the sales of Products and Services by Toptech (HK) Electronics Co. ("Seller") as well as by third party vendors and/or service providers of Seller.Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute agreement of the terms and conditions contained herein.

1. Orders

All orders placed by Buyer are subject to acceptance by Seller.Orders may not be cancelled or rescheduled without Sellers written consent.All orders must include delivery dates, quantities and complete description of Products being purchased.Seller may in its sole discretion allocate Product among its Customers.

2. Prices

(a) The prices of the Products are those specified on the front of Seller’s invoice. Pricing for undelivered Product may be increased in the event of any increase in Seller’s cost, change in market conditions or any other causes beyond Seller’s reasonable control.Price quotations, unless otherwise stated, shall automatically expire three (3) calendar days from the date issued and may be cancelled or amended within that period upon notice to Buyer.

(b) Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes.

3. Payment

All charge out of Seller’s bank must be at Buyer’s account.Seller reserves the right to establish and/or change payment terms extended to Buyer when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants such action.

4. Delivery and Title

All deliveries will be made EXW (Ex Works as defined in Incoterms 2000) Seller’s facility or FOB place of origin.Subject to Seller's right of stoppage in transit, delivery of the Products to the carrier shall constitute delivery to Buyer and title and risk of loss shall thereupon pass to Buyer.Selection of the carrier and delivery route shall be made by Seller unless specified by Buyer.Buyer acknowledges that delivery dates provided by Seller are estimates only and Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller. Delay in delivery of one installment shall not entitle Buyer to cancel other installments.

5. Acceptance/Returns

(a).Buyer shall perform whatever inspection or tests Buyer deems necessary as promptly as possible but in no event later than Thirty (30) calendar days upon receipt, after which time Buyer will be deemed to have irrevocably accepted the Products.Any discrepancy in shipment quantity must be reported within five (5) working days of receipt of the Products.

(b).Buyer must contact us directly before Buyer attempt to return Products to obtain a Return Material Authorization (RMA) number for you to include with the return.Buyer must return Products in their original or equivalent packaging.Products not eligible for return shall be returned to Buyer freight collect.

6. Limited Warranty and Limitation of Liability

(a) Seller will transfer to Buyer any transferable warranties or indemnities that the manufacturer of the Product or the third party vendor/service provider provides to Seller.If such warranty is not transferable to Buyer, then SELLER shall warrant the Product or service in the same manner and to the same extent as if the original manufacturer warranty had been transferable to Buyer.Unless otherwise indicated, Seller will warrant all electronics components for thirty (30) calendar days upon receipt of Buyer.

(b) Replacement Products shall be warranted as set forth in Section 6(a) above.

(c) No warranty shall apply to any Product that has been subject to misuse,improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards relating to acceptable input power.

(d) Seller disclaims, and shall have no liability for any trademark, trade dress, trade secret, copyright, design or patent infringement, or any other intellectual property right, which may occur, as a result of the sale of Products to Buyer.

(e)Buyer’s recovery from Seller for any claim shall not exceed Buyer’s purchawe price for the Product.

7. Limitation Period

No action by Buyer may be brought at any time for any reason against Seller more than twelve (12) months after receipt of Products by Buyer.

8. Governing Law

This Agreement shall be governed and construed by the laws of Hong Kong SAR.