Red Lemon Incorporation Terms of Sales

1. General Provisions
1.1. Solely the following terms apply to all, including future, deliveries and services (hereinafter “deliveries”). We expressly reject conditions deviating from those in these General Terms of Delivery including those in any customer purchase order. We are only bound by conditions to which we have expressly agreed in writing.
2. Prices and Terms of Payment
2.1. Payments must be made at our domicile and will only be valid if made in cleared funds in the currency and to the account specified on our invoice.
2.2. Withholding payments or offsetting claims is not permitted unless we expressly agreed in writing.
3. Retention of Title
3.1. We retain title to the delivered goods until all payments resulting from the business relationship with the customer have been received. Should there be an open account relationship, the retention of title applies to the recognized balance.
3.2. The customer must insure the goods at his own expense adequately against loss and damage at their reinstatement value and the customer assigns to us the proceeds of all claims arising from the insurance relationship.
3.3. Treatment and processing of the goods by the customer is always carried out on our behalf. Should the conditional goods be processed with or incorporated into other goods, we acquire title to the new goods in the proportion of the invoiced value of the conditional goods to the invoiced value of the other materials
3.4.The customer has the right to sell the conditional goods in the course of normal business transactions. However, he assigns all claims against a customer or against third parties arising in the course of resale or further use of the goods in the course of a customer’s instructions in their entirety to use in advance.
3.5. The customer is authorized to collect claims already assigned to us. Should the customer no longer fulfill his payment obligations, we may revoke permission to further process the goods as well as authorization to collect claims, demand that the customer reveal the assigned claims and their debtors to us, give us all information necessary to collect the claims, surrender the applicable documents, and inform his debtors of the assignment.
3.6. The customer must inform us immediately of third-party actions against the conditional goods. To the extend that such expenses cannot be collected from a third party, expenses arising from defending the goods against third-party actions must be assumed by the customer.
3.7. Should the value of the conditional goods exceed our claims by more than 10% and the customer so requests, we will release commensurate collateral of our choice.
4. Delivery and Delay of Delivery
4.1. Adherence to delivery deadlines requires the timely arrival of all documents that the customer must deliver and the necessary authorizations and clearances, as well as the customer’s compliance with the terms of payment and adherence to the other obligations to which have been agreed. Should these conditions not be fulfilled on time, or should the customer require changes, the delivery deadlines will be appropriately extended. This condition does not apply when we are responsible for the delay.
4.2. Partial deliveries in reasonable amounts are allowed.
4.3. Events that are unforeseen, unavoidable, and beyond our control (e.g., force majeure, strikes, and lockouts; stoppages; difficulties in obtaining materials or energy; transportation delays; scarcity of labor, energy, or raw materials; or actions by administrative bodies, as well as difficulties in obtaining authorizations, in particular import or export licenses), extend the delivery period by the length of the disturbance and its effects. This provision also applies when such difficulties affect our suppliers or occur during an existing delay in delivery. Should the difficulty not only be temporary, both parties to the contract have the right to withdraw. Claims for damages due to events listed in this paragraph are excluded.
4.4 Should delivery be delayed, our liability in cases of ordinary negligence is limited to a lump sum payment of 0.5% of the order value of the goods that cannot be used for their intended purpose for each complete week of delay. The maximum lump sum payment is limited to 5% of the order value of the goods that cannot be used for their intended purpose. Claims for damages instead of performance are not affected. The customer must inform us about contract penalties applied by his customers no later than time at which the contract concluded.
4.5. Upon our request the customer must declare within an appropriate period of time whether he withdraws from the contract because of a delay in delivery or whether he insists upon delivery.
5. Assumption of Risk
Unless other agreements have been reached, transport risks for delivery are assumed by the customer – also for deliveries at no charge to the customer – according to EXW (Incoterms 2000) specified Hong Kong warehouse.
6. Defects
6.1. The customer may not refuse to accept deliveries because of insignificant defects or defects which do not affect the performance of the goods.
6.2. Defects must be reported to us in writing without delay and in any case within one week after the goods have been received, and hidden defects in writing no later than three days after they have been discovered. Should these deadlines be exceeded, the customer will have no right to make any claim for defects. The customer cannot make any claims concerning the goods twelve (12) months after delivery.
6.3. The customer must allow us to inspect the goods. The customer may not process the goods until the investigation of the complaint has been completed.
6.4. In case of legitimate complaints, we have the choice of delivering replacement goods or repairing the goods. Should a replacement delivery also contain defects, or should the repair be unsuccessful, the customer may, after an appropriate deadline has expired without results, demand a reduction in price and, should the defects be not insignificant, additionally withdraw from the contract and demand damages instead of performance.
7. Miscellaneous Claims for Damages
7.1 Claims for liability of any sort against us are excluded when we, our lawful representatives, or our vicarious agents have caused the damage by negligence. This exclusion of liability does not apply in cases of bodily injury. We have no liability for any loss or damage not explicitly accepted in in any guarantees given with the goods or under these terms or for indirect or consequential loss of any kind.
7.2. With the exceptions of claims concerning cases of death, personal injury, or damages to health, claims for damages expire one year after the customer learns about, or without negligence could have learned about, the damage.
7.3 Except in the case of personal injury or death, our maximum liability concerning the goods, their delivery or otherwise concerning these terms is the replacement value of the goods.
8. Final provisions
8.1. Place of performance for all deliveries resulting from this contract is Hong Kong.
8.2. All disputes arising from the business relationship shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
8.3 All intellectual property rights (IPR) in the goods are owned by LETO Enterprises Incorporation which has appointed us its agent for the purpose of granting a limited IPR licence to the customer only for use of the delivered goods for their intended purpose. We have no liability to the customer for loss or damage of any kind arising from any claim of infringement of IPR. The customer indemnifies us against any claims concerning infringement of IPR by it, its associates or third parties to whom it or its customers have transferred the delivered goods or any goods in which the delivered goods have been incorporated.

8.3. Hong Kong law applies. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 does not apply

====Last Updated 1-July 2009=======





                    © Red Lemon Inc. 2006

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