This General Terms and Conditions of Sales and Services shall be applicable to the Quotation, Commercial Purchase Agreement, Purchase Order Confirmation Advice, Invoice or other sales documents of Tron Future Tech Inc. (hereinafter referred to as “TRON FUTURE”). TRON FUTURE shall not be bound by any other provisions or amendment proposed by the Customer in the absence of the written consent of TRON FUTURE.
The Customer shall (a) be collaborative with TRON FUTURE on all matters pertinent to the service, and permit TRON FUTURE to enter its business place and other facilities under reasonable request of TRON FUTURE; (b) respond to TRON FUTURE promptly on the instructions, information, permission, authorization, or decision necessary for the rendering of services under this Agreement as requested by TRON FUTURE with justifiable reasons to facilitate the rendering of service by TRON FUTURE as required under this Agreement; (c) access to or maintain all permissions, approvals, licenses, and consents necessary for the rendering of service; and (d) observe all applicable laws governing the service.
The prices of the merchandises exclude any form of tax, including sale tax, use tax, consumption tax, valuation tax, or any form of import duties, customs fees, inspection or testing fee, or any form of tax, expenses, and dues levied by any government institution (“taxes”) on the buyer and the seller or under the assessment of the transactions between the buyer and the seller unless otherwise specified in the Quotation. All taxes at present, traceable, or in the future shall be added to the prices and payable by the Customer except the taxes to be levied or assessed on the net income of TRON FUTURE unless the Customer shall provide documents for proof of tax exemption issued by the taxation authorities for TRON FUTURE.
The Customer has the right to conduct inspection of the merchandises or services on delivery for acceptance, and notify TRON FUTURE on the result of the acceptance in writing. Any delay by the Customer in notifying TRON FUTURE of the result of acceptance shall be deemed passing the acceptance. If the said merchandises or services fail in the inspection for acceptance, TRON FUTURE shall rectify or exchange for conforming items within the allowable time limit. The Customer shall be responsible for the expenses incurred from inspection and testing whether the merchandises are conforming or not. If the Customer cannot conduct inspection on the merchandises or services, or cannot notify TRON FUTURE within 20 days in writing upon receiving the merchandises of the aforementioned nonconformity, it shall be construed as the abandonment of the rights of the Customer in inspection or rejection of the merchandises. Accordingly, the merchandises received by the Customer shall be deemed accepted.
The parties hereto shall take insurance and renew the insurance policy being taken. The amount insured in underwriting shall be sufficient to cover the liability of damage under this Agreement. As per the request of the other side of the parties, TRON FUTURE or the Customer shall provide a basic insurance policy to each other to prove the status of protection by insurance. The Customer shall not be taken as the additional insured in the insurance policy of TRON FUTURE in any circumstance. Likewise, TRON FUTURE will not give up the right of subrogation.
TRON FUTURE will license the Customer the non-exclusive right of computer programs and other related data files (computer programs and related data files are hereinafter collectively known as “software”) only and only for the purpose of operating the hardware or to achieve this purpose. In other words, the licensing of the software is only for running the hardware or to achieve the purpose of running the hardware under the user agreement. In the absence of an agreement on the duration of use, the right of use shall be perpetual. The software will be provided only in machine reading format (target code), not source code or source code data files. The Customer has no right to modify, decompile or disassemble and engage in any other form of reverse engineering of the software in whole or in part. The software may be reproduced only for the purpose of file keeping or achieving the purpose of file keeping. No further licensing of the software or the right of use of the software is permitted, and may only be permitted to transfer, lease or lend to a third party when loaded onto the hardware. The Customer promises to assure this third party to assume the aforementioned obligations under such circumstance.
The assumption of risk between the parties on the subject matter of purchase shall be transferred to the Customer at common consent under the rules of the Incoterms. TRON FUTURE shall still be the bona fide proprietor of the subject matter of purchase before the full settlement of the proceeds for the orders. TRON FUTURE reserves the right to possess the subject matter of purchase without hindering the Customer in using the subject matter of purchase. Before TRON FUTURE can receive the payment in full, the Customer cannot refer the subject matter of purchase to disposal in whatever means other than normal use, and has no right to pledge the subject matter of purchase under lien or assign the subject matter of lease to a third party. If the subject matter of purchase and/or the service includes software, the Customer may only have the right granted under Article 7 of this Agreement unless the Customer has acquired the property right of the software.
The Customer agrees that TRON FUTURE is the bona fide and exclusive proprietor of any trademark, business name and related logos of TRON FUTURE. The act of selling merchandises to the Customer shall not constitute the licensing of any rights of the trademarks of TRON FUTURE to the Customers unless explicitly stated by TRON FUTURE in writing. Any means of advertising, promotion, marketing, or packing of any merchandise by the Customer that may weaken, slander any trademark of TRON FUTURE or cause confusion are prohibited. Likewise, the Customer is prohibited to use the name of TRON FUTURE in its promotion or promotional materials, or claim to have any form of association with TRON FUTURE or the associates of TRON FUTURE unless under the explicit approval of TRON FUTURE in writing in each instance. The Customer is prohibited to question the logo of TRON FUTURE at any time, or claim any benefit from the logo of TRON FUTURE, or exhibit in any manner that TRON FUTURE deems libel, confusion or weakening of the logo of TRON FUTURE.
(1) The Customer has no right to modify or engage in any other forms of reverse engineering on the products in whole or in part.
(2) The products shall be free from any defects of rights in the country of delivery. The rights as referred to shall include the infringement of the industrial property right or copyright of a third party (hereinafter, “intellectual property rights”). If the following conditions are satisfied within warranty: (a) the Customer shall inform TRON FUTURE in writing of any claim for compensation from a third party at once; (b) the Customer denies any form of infringement; and (c) the right of TRON FUTURE in taking any defensive measure or settlement through consultation is unaffected, TRON FUTURE shall determine to acquire related right of use of the products for a fee, or modify the products to avoid the infringement of intellectual property rights, or make replacement. All other requests of the Customer shall be excluded.
The Customer shall assume the responsibility of the expenses incurred, and indemnify, defend and protect TRON FUTURE and its associates, successors, assignees, senior executives, directors, employees and agents from any influence of damage, liability to damage, loss, expenses or spending on indemnity, complaints, legal proceedings or procedures deriving from, related to or on the basis of use of the merchandises, integration of the merchandises of TRON FUTURE with the merchandises of the Customer or reselling the merchandises, the warranty and/or remedy provided by the Customer, and the variation from the content of warranty provided by TRON FUTURE, including the payment effected in the conciliation process, legal services, and legal proceedings.
The Customer recognizes that the merchandises and the purchase of merchandises must comply with applicable legal rules of the customs, import and export control of related countries. The Customer states and guarantees not to export or re-export any related merchandises or technical data unless all comply with applicable legal rules, including those of the exporting country and country of origin.
TRON FUTURE may exercise discretion in (a) the modification of any merchandise specification or alteration of any design or engineering; (b) discontinuation of production or sale of any merchandise; (c) halting the development of new merchandises whether the merchandises have already been publicly released or not; or (d) starting to produce and sell merchandises with new features to make other products obsolete in whole or in part without any liability of damage to the Customers due to the aforementioned activities. TRON FUTURE may elect not to produce and/or sell any merchandise, including substitute parts without assuming any responsibility of damage to the Customer. Notwithstanding the requirements specified in the preceding paragraphs, TRON FUTURE shall provide the aforementioned merchandises being modified or that have stopped production to fill the orders of the Customers already accepted within the scope of its possession of related products. The Customer may request TRON FUTURE to modify the specification of any merchandise. If TRON FUTURE accepts the aforementioned request, TRON FUTURE and the Customer shall then consult each other on the adjustment of the price of the products. In addition, the Customer shall pay for the expenses incurred from the materials, work in process and/or finished products being phased out by TRON FUTURE. All the aforementioned changes may affect only the purchase orders signed and become effective beyond the day of change. Unless TRON FUTURE agrees otherwise in writing, all special tests and inspection of merchandises requested by the Customer shall be conducted inside the facilities of TRON FUTURE and the expenses incurred thereof shall be borne by the Customer.
The liability of TRON FUTURE to damage shall not be restrained due to willful fault, written guarantee, the claim of lives, bodily injury, or damage to health. The responsibility to be assumed under mandatory action of applicable law shall be unaffected. TRON FUTURE shall assume the responsibility of damage to the Customer up to 15% of the contract amount without defying mandatory requirement under law, on the basis of any claims including delay. TRON FUTURE disclaims any responsibility of the claim for financial loss, indirect damage, profit loss, production loss, interruption of operation, request from third-party contract, loss of the benefit of use, financing cost, interest loss, and the purchase of substitutes, and also the loss of data, information and programs deriving from software error. Any other claims will be turned down by TRON FUTURE.
(1) The parties hereto shall perform the rights and obligations under this Agreement once entered into full force. No side of the parties may rescind this Agreement at will without the consent of the other side in writing unless fault was found on the other side.
(2) In the event of delinquency, TRON FUTURE may demand payment from the Customer and apply an interest in arrears at the posted interest rate as penalty, or proceed to rescind this Agreement and repossess the subject matter of purchase at no objection of the Customer. In addition, the Customer shall be responsible for all the expenses incurred from the repossession of the subject of purchase by TRON FUTURE.
(3) In the event of the rescission of this Agreement not because of the fault of TRON FUTURE, the Customer shall not request for a refund of the payment already effected in favor of TRON FUTURE.
(4) No side of the parties may assign the rights and obligations under this Agreement to a third party or refer this Agreement to other purposes in whole or in part without the prior consent of the other side in writing.
(1) The parties hereto shall keep the business secret, operation secret, technical and professional data or any other documents marked as confidential or wording of similar meaning of the other side acknowledged or possessed due to the performance of this Agreement in strict confidence, and shall not divulge or avail the aforementioned information to any third party without the consent of the other side in writing. The aforementioned obligation of non-disclosure shall survive the rescission, termination, or expiration of this Agreement.
(2) If one side of the parties acts in defiance of the obligation of non-disclosure, the other side of the parties may notify the defaulting side of the termination of this Agreement in writing and claim for the damage thereof.
If either side of the parties cannot or defers to exercise any right or remedy, this side is still entitled to exercise the aforementioned rights or any other rights or remedies in the future.
If any of the provisions contained in this Agreement was ruled by a court or tribunal of legal jurisdiction as ineffective, unlawful, or unenforceable, such provisions shall be split from this Agreement while the remainder of all other provisions shall remain intact and enforced under its professed purpose.
In case TRON FUTURE cannot or defers to perform its obligations under this Agreement for reasons beyond its control, TRON FUTURE shall not be held liable to the Customer. Likewise, it shall not be deemed as an act of breach of TRON FUTURE of this provision or the rules of any purchase order. In substantive terms, it may include, without limitation to, natural disaster, flood, fire, earthquake, explosion, act of the government, war, invasion or hostility, threat or act of terrorism, riot or other civil commotion, state of national emergency, reform, insurgency, epidemic, discontinuation of operation, strike, or any other forms of labor–management dispute, restriction or delay affecting the carrier, or inaccessibility to or delay in access to sufficient or suitable material supply, material or communication failure or power failure. If the influence of force majeure on TRON FUTURE lasts for more than 6 months such that it hinders or delays TRON FUTURE in performing the obligations under the accepted purchase orders, either side of the parties may notify the other side to terminate the accepted purchase order already affected by the aforementioned incidents without assuming any responsibility.
The Customer shall duly observe all applicable legal rules effective at present or in the future, including but not limited to the Anti-Corruption Act. Where the Customer may also act as the agent, distributor, or reseller of TRON FUTURE, and shall guarantee no customer order was made by any official of any government, government institutions, or political parties, the proxies or employees or the aforementioned parties, or any candidates to the seat of political positions in processing a customer order on its own or by personnel acting on its behalf. Likewise, the Customer shall inform TRON FUTURE at once of any possible allegation of violating Article 21. The Customer shall not effect payment, promise of payment, or authorize the payment of money, or avail, give, promise or authorize to give any item of value to officials, agents or employees of any government, government institutions, enterprises owned or controlled by governments, directly or indirectly, in the name of or on behalf of TRON FUTURE or in the interest of TRON FUTURE. The Customer shall demand each of its directors, management staff, employees and agents to duly observe Article 21. In the event of any act of breach by the Customer against this article, TRON FUTURE shall terminate this Agreement at once without notifying the Customer and without assuming any responsibility to the Customer.
The provisions contained in this Agreement in part shall still be effective notwithstanding the expiration or termination of the confirmed purchase orders. These provisions include without limitation to: Article 9, Article 10, Article 11, Article 12, Article 13, Article 15, Article 17, Article 19, Article 20, Article 21, Article 22, and Article 23.
This Agreement shall be construed by the law of the Republic of China. Likewise, the effect and anything not mentioned in this Agreement shall also be governed by the law of the Republic of China. In the event of dispute deriving from this Agreement, the parties hereto shall seek solution under the principle of good faith. If legal proceedings become necessary, the parties hereto agree to submit the jurisdiction of the first instance to Taiwan Hsinchu District Court for settlement.
(1) this Agreement shall come into full force as of the date of signing.
(2) All annexes to this Agreement shall constitute an integral part of this Agreement and carry the same force under law. In the event of discrepancy between the content of the annexes and the provisions contained in this Agreement, the latter shall prevail.
(3) this Agreement is made in duplicate. The related parties shall each keep one original specimen for record. The parties hereto shall be responsible for their respective shares of stamp tax.