Ascon Partners Limited (T/A Ascon International)

Terms & Conditions of Sale

UNIT B6, 12TH FLOOR, WING WAH BUILDING, NO. 677 KING’S ROAD, QUARRY BAY, HONG KONG ISLAND

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1. Interpretation

1.1 Definitions:

• Buyer: The person or entity accepting Ascon’s quotation or whose order is accepted.

• Contract: The agreement for the sale and purchase of goods incorporating these Terms.

• Goods: The items supplied under this Contract.

• Confidential Information: All non-public business, commercial, and technical information related to the Contract.

• INCOTERMS: Latest version of ICC rules for trade terms.

• Terms: These Terms & Conditions, including any agreed written amendments.

• Writing: Includes email, facsimile, and comparable electronic communications.

1.2 References to statutes include amendments or replacements. Headings are for convenience only.

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2. Basis of Sale

2.1 All orders and quotations are governed exclusively by these Terms unless otherwise agreed in writing.

2.2 No verbal statements by Ascon staff shall be binding unless confirmed in writing.

2.3 Typographical or clerical errors in documents may be corrected without liability.

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3. Orders and Specifications

3.1 Orders are only binding once confirmed in writing by Ascon.

3.2 The Buyer is responsible for order accuracy and timely provision of specifications.

3.3 Changes to specifications may be made to comply with regulations or improve quality.

3.4 Buyer-supplied specifications that cause IP infringement are the Buyer’s liability.

3.5 Order cancellations must be agreed in writing and may incur full indemnification.

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4. Price

4.1 Prices are as quoted or per the current price list, valid for 30 days unless stated otherwise.

4.2 Prices may be adjusted due to external factors such as currency changes or raw material costs.

4.3 Unless otherwise agreed, prices are quoted Ex Works (EXW). Where goods are purchased on an EXW basis and FOB terms are subsequently requested, the Buyer shall bear any additional costs associated with FOB preparation and handover.

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5. Payment Terms

5.1 Standard terms are 30% with order, balance before shipment via telegraphic transfer.

5.2 Late payments incur 10% per annum interest and may result in delivery suspension.

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6. Delivery

6.1 Delivery is deemed at point of handover to the freight forwarder.

6.2 Delivery dates are estimates. Ascon is not liable for delays beyond its control.

6.3 Partial deliveries are permitted.

6.4 Failure by the Buyer to accept delivery may result in storage charges or resale.

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7. Risk and Title

7.1 Risk transfers at delivery. Title passes only upon full payment.

7.2 Until full payment, Buyer must store and label Goods as Ascon’s property.

7.3 Ascon reserves the right to reclaim unpaid goods.

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8. Warranties and Liability

8.1 Ascon warrants goods to conform to specifications for 15 days from port arrival.

8.2 Buyer assumes risk for misuse or unauthorised alteration.

8.3 For third-party manufactured goods, warranties are passed through to the Buyer where available.

8.4 Ascon is not liable for indirect or consequential losses. Liability is limited to the lower of: a) recoverable amount from manufacturer or b) cost of goods.

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9. Insolvency

Ascon may cancel or suspend contracts if the Buyer becomes insolvent, ceases trading, or is reasonably believed to be at risk of doing so.

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10. Export Terms

10.1 Buyer is responsible for import compliance and duties.

10.2 Default delivery term is FOB origin unless otherwise agreed in writing.

10.3 Buyer must inspect goods pre-shipment.

10.4 Buyer must not resell into restricted territories notified by Ascon.

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11. Confidentiality

All commercial information shared between parties shall remain confidential unless legally required to disclose.

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12. Non-Solicitation

Buyer agrees not to directly or indirectly solicit Ascon staff or suppliers for 24 months post-final payment.

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13. General

13.1 Ascon may delegate obligations to affiliates or subcontractors.

13.2 Notices must be in writing.

13.3 Waivers and invalid provisions do not affect remaining terms.

13.4 Contract is governed by Hong Kong law and subject to the non-exclusive jurisdiction of Hong Kong courts.

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