Purchaser Order Terms

Last revised: 20 February 2023

PURCHASE ORDER TERMS AND CONDITIONS

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Lambros Industries Venture and its related entities are hereinafter referred to as "Lambros" and the person or company from whom the merchandise or service has been ordered is hereinafter referred to as supplier.​

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1. Acceptance

Supplier’s shipment of the merchandise and/or its rendering of services shall be deemed and construed as supplier’s acceptance of Lambros applicable terms and conditions. Any variance of said terms and conditions must be effected in writing by Lambros. Purchase orders may be cancelled or amended by Lambros at any time prior to shipment of merchandise or provision of services by written notice to the supplier without liability on Lambros. Lambros shall not be bound by any terms and conditions stipulated in any of supplier’s forms and documents unless otherwise agreed in writing.

2. Price

Unless otherwise specified, the price stated includes all charges and expenses of supplier, as well as freight and insurance to destination including packing, shipping, handling, and any and all applicable taxes. Lambros shall have no obligation to pay for any merchandise prior to its acceptance of same.

3. Payment

Supplier shall render to Lambros invoices and such other documentation requested by Lambros, including but not limited to bills of lading, custom forms, export licenses and permits, country of origin statements, packing lists, delivery receipts and such other documentation as Lambros may reasonably require. Unless specified on the purchase order, the merchandise ordered by Lambros shall be paid by Lambros to supplier in Hong Kong dollars within thirty (30) days after the invoice date and within thirty (30) days after satisfactory completion of the user acceptance testing ("UAT") if applicable. No invoice shall be dated prior to the date of delivery and approval of the merchandise by Lambros. If Lambros fails to fulfill its payment obligation in a timely fashion, it must be given notice of default and granted a reasonable term by supplier in which to fulfill its payment obligation before it will actually be in default. If Lambros objects to an invoice and the merchandise delivered, it may suspend payment, without prejudice to any of its other rights. Lambros shall, in its sole discretion, be entitled to set off any claim against supplier against any invoice of supplier.

4. Delivery

In matters of delivery, when a delivery date or schedule is specified, time is of the essence. Lambros reserves the right to refuse any merchandise and/or services and to cancel without liability, all or any part of this order if supplier fails to deliver all or any part of the merchandise and/or services in accordance with the terms hereof, failing in which, Lambros reserves the right to purchase elsewhere and charge supplier with any loss or additional cost incurred thereon, unless a deferred shipment is agreed in writing. Risk of loss or damage to the merchandise shall remain with supplier until Lambros acceptance of the same. Title in the merchandise shall pass at delivery and acceptance of the merchandise without prejudice to Lambros’s right to reject or to claim damages at Lambros’s option after delivery and/or acceptance. Lambros may by notice in writing to supplier reject the goods or part thereof before or after delivery on anticipated or actual failure of supplier to comply with its obligations herein and thereafter the rejected goods shall be at supplier’s risk and returned at supplier’s expense and supplier shall reimburse Lambros for any monies or expenses paid and losses and damages incurred by Lambros.

5. Warranty

By accepting this order, supplier warrants that the merchandise or services to be furnished hereunder will (a) conform with the applicable specification(s), drawing(s), description(s) or sample(s) provided to Lambros; (b) be new (in the case of merchandise); (c) be free of defects; (d) be of merchantable quality and fit for their intended purpose (in the case of merchandise); (e) be provided with reasonable skill and care (in the case of services); and (f) be in compliance with all laws of Hong Kong (in the case of delivery outside of Hong Kong, be in compliance with the laws of the destination and any other applicable laws). All merchandise ordered is subject to final inspection, approval and acceptance by Lambros. If any merchandise does not conform to the requirements stated above, Lambros reserves the right to reject the material. If the rejected material has been paid for, it may be returned and charged back to supplier, including all inspection, handling and transportation expenses. Acceptance of, or payment for, all or part of the merchandise or services supplied on this order shall not be deemed to be a waiver by Lambros of its right to claim for any losses, costs or damages, and to cancel or return all or any part thereof, due to any delay or other failure to confirm to the terms of this order. These warranties shall survive acceptance and payment and shall run to Lambros and its customers in the event of resale. The above warranty shall apply for a period of 18 months from the date of first use or as per agreement between supplier and Lambros.

6. Indemnity

Supplier guarantees that the merchandise or services furnished hereunder will not infringe upon any valid patent, copyright or trademark or other property rights of a third party and that the supplier will, at its own expense, defend any and all actions, suits or claims charging such infringement and will indemnify and save harmless to Lambros and its customers, both as to damages and costs (including legal fees and disbursements) in case of any such infringement or alleged infringement of third party property rights covering and pertaining to the merchandise or services furnished in connection with this order. The term third party property rights includes, but is not limited to, patents, trademarks, copyrights, rights in data and trade secrets.

7. Assignment

Supplier shall not assign any order, interest therein or any rights thereof or subcontract performance of all or part of this order without the prior written consent of Lambros.

8. Cancellation

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Lambros reserves the right at its option either to suspend or cancel the shipment of merchandise or the provision of any services covered by this order, in whole or in part, at any time without penalty costs or damages whatsoever where such suspension or cancellation is caused by force majeure, acts of god, or contingencies beyond the reasonable control of Lambros.

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9. Property

Lambros shall retain title to any materials or information furnished or paid for by Lambros in connection with this order. Such materials or information shall be deemed to be held in trust for Lambros by supplier and shall not be disclosed to others without Lambros consent in writing. Such materials and information shall be at supplier’s risk and shall be used exclusively for the production of Lambros merchandise or the provision of services pursuant to this order of Lambros.

10. Safety

Material and merchandise shall be produced and delivered in a manner which conforms with applicable laws and regulations as well as procedures intended to prevent accidents and personal injury. Shipping containers for hazardous chemicals and flammable materials shall be labeled so as to facilitate proper handling and storage. Contractors personnel shall observe Lambros safety rules and regulations when visiting or working at Lambros premises.

11. Governing law and jurisdiction the rights and obligations hereunder shall be governed by the laws of Hong Kong, China. The parties submit to the jurisdiction of the courts of Hong Kong, China.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Instructions to the shipper acknowledgement of receipt of this order and give shipping date. Show Lambros purchase order number on all invoices, packages, bill of lading, etc. Render a separate invoice for each order or shipment thereof. Packing slip must be enclosed in shipment and container so marked. Packages must show quantity and description of contents. Transportation prepaid for Lambros account must be shown as a separate on invoice and supported by a certified copy of prepaid transportation bill. Render invoices at time of shipment, otherwise mail shipping notice promptly. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~