ODK(HONGKONG)ELECTRONICTECHNOLOGYCO.，LTD

ODK (HK) ELECTRONICS TECHNOLOGY CO., LIMITED
CUSTOMER TERMS & CONDITIONS

These terms ("Agreement") exclusively govern all sales of goods ("Products") by ODK (HK) ELECTRONICS TECHNOLOGY CO., LIMITED ("Seller") and supersede any conflicting terms in customer documentation.

1. ORDER ACCEPTANCE

Orders are binding only upon Seller's written confirmation. Seller may allocate scarce inventory among customers at its discretion. Orders are non-cancelable/non-returnable (NCNR) unless expressly agreed in writing prior to shipment.

2. PRICING

• Quoted prices are valid for 48 hours
• NCNR Premium: Orders requiring component allocation may incur 15-30% price premiums
• Taxes/duties (including Hong Kong GST), freight, and regulatory fees are Customer's responsibility

3. PAYMENT TERMS

• T/T Advance: New customers require 100% prepayment
• Credit Terms: Net 30 days for approved accounts, accruing 2% monthly late fees
• Payments applied to oldest invoices first; Seller may suspend shipments for overdue accounts

4. DELIVERY & RISK

• Standard Term: FCA Hong Kong (Incoterms® 2020)
• Title transfers upon full payment; risk transfers upon delivery to carrier
• Partial shipments permitted; delivery dates are estimates only

5. RETURNS & RMA

• 7 calendar days to report defects/shortages
• Returns require pre-issued RMA within 14 days of receipt
• Restocking fees: 25% for standard components; 100% for allocated/NCNR items
• Products must be unused, factory-sealed with traceable labels

6. LIMITED WARRANTY

Seller provides 12-month warranty against defects, excluding:

• Damage from improper storage/handling
• Re-soldered/tampered components
• EOL/obsolete parts marked "AS-IS"

NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.

7. LIABILITY CAP

• Maximum liability = 120% of Product value
• Excluded damages: Lost profits, downtime, incidental/consequential losses
• Customer indemnifies Seller against claims arising from:

• Counterfeit part allegations
• Use in life-critical systems (Clause 9)
• Non-compliant designs

8. COMPONENT USAGE RESTRICTIONS

Products are NOT AUTHORIZED for:

• Life-support devices
• Aerospace/defense applications
• Nuclear control systems
Unauthorized use voids all warranties and requires indemnification.

9. EXPORT CONTROL

Customer certifies compliance with:

• Hong Kong Strategic Commodities Regulations (Cap. 60G)
• U.S. EAR re-exports controls
• End-use screening for military entities

10. GOVERNING LAW

• Hong Kong law governs all disputes
• Exclusive jurisdiction: Hong Kong International Arbitration Centre (HKIAC)
• UN Sales Convention expressly excluded

11. FORCE MAJEURE

Seller is excused for delays caused by:

• Component allocation by original manufacturers
• Export license denials
• Supply chain disruptions beyond reasonable control

12. GENERAL

• Assignment prohibited without Seller's consent
• Amendments require dual signatures
• Severability: Invalid clauses don't void remaining terms