ODK(HONGKONG)ELECTRONICTECHNOLOGYCO.，LTD

ODK (HK) ELECTRONICS TECHNOLOGY CO., LIMITED – SUPPLIER TERMS & CONDITIONS
These Terms & Conditions ("Agreement") govern all sales of goods and/or services by ODK (HK) ELECTRONICS TECHNOLOGY CO., LIMITED ("Seller") to customers ("Buyer") and apply to all orders accepted by Seller ("Order").

1. ORDER ACCEPTANCE
Buyer's purchase order constitutes an offer. This Agreement becomes binding only upon Seller's written acceptance or commencement of performance. No terms in Buyer's order shall modify this Agreement unless expressly agreed in writing by Seller.

2. PRODUCT WARRANTIES
Seller warrants that:

(a) All goods are new, genuine, factory-sealed, and conform to manufacturer specifications and datasheets;
(b) Goods are free from defects in material/workmanship for 12 months from delivery;
(c) Goods comply with RoHS, REACH, and applicable environmental regulations;
(d) [Year 2000 compliance clause removed as obsolete].
Counterfeit parts prevention measures are embedded in Seller's sourcing processes.

3. REJECTION & RETURNS
(a) Buyer must report non-conforming goods within 15 calendar days of discovery;
(b) Seller may, at its option: replace defective goods, issue credit, or refund purchase price;
(c) Return Material Authorization (RMA) must be obtained before returning goods;
(d) Seller's liability is limited to the remedies above and excludes consequential losses.

4. ORDER CANCELLATION
(a) Buyer may cancel orders only with Seller's written consent;
(b) Cancellation of customized/allocated inventory incurs 100% restocking fee;
(c) Standard orders cancelled post-acknowledgement incur 25% cancellation charge;
(d) Prepaid freight/customs duties are non-refundable.

5. SHIPPING & RISK TRANSFER
(a) Standard terms are FCA Hong Kong (Incoterms® 2020);
(b) Title passes upon full payment; risk transfers upon delivery to carrier;
(c) Import duties/tariffs are Buyer's responsibility unless otherwise agreed;
(d) Expedited shipping costs borne by Buyer.

6. PRICES & PAYMENT
(a) Prices based on valid quoted currency (USD/HKD/RMB);
(b) Net 45 days from valid invoice date;
(c) Late payments accrue interest at 1.5% per month;
(d) Seller may suspend shipments for overdue accounts.

7. CONFIDENTIALITY
Buyer shall protect Seller's pricing, technical data, and business terms as confidential for 3 years post-termination.

8. INTELLECTUAL PROPERTY
Seller grants no IP rights except for Buyer's end-use. Buyer indemnifies Seller against IP claims arising from design modifications.

9. LIMITATION OF LIABILITY
Seller's maximum aggregate liability per order is 120% of order value. No liability for indirect/consequential losses.

10. GOVERNING LAW & DISPUTES
(a) Governed by Hong Kong SAR law;
(b) Disputes resolved exclusively by Hong Kong International Arbitration Centre (HKIAC) under UNCITRAL rules;
(c) [California jurisdiction clause removed].

11. FORCE MAJEURE
Seller is excused for delays due to: component allocation, export controls, pandemics, or supply chain disruptions beyond reasonable control.

12. MISCELLANEOUS
(a) Entire agreement: Supersedes prior discussions;
(b) Amendments require dual-signature;
(c) Severability: Invalid clauses do not void remaining terms.