Sales and Delivery Conditions

1. General validity
   The conditions listed below are the basis for all business transactions, exclusive of any other conditions and agreements not approved by us in writing, even if the wording below is not specifically included for each individual subsequent transaction. We accept the purchasing conditions of the buyer or purchaser only to the extent that they do not deviate from our contractual conditions, including in the case that the former contain contradictory stipulations. Any individual clause of these contractual conditions that is legally invalid does not affect the legal validity of the remaining clauses. Contractual conditions that deviate here from are expressly declined.
2. Price of Goods and Payment
   The Parties shall be guided by the provisions of EXW (the Seller’s factory or warehouse) Incoterms 2020. Seller's prices do not include packaging fee and any legally mandated value-added tax. Fully TT payment in advance before taking the order. Payment shall be made in U.S. Dollars. The minimum invoice amount is 100 USD. Orders are considered accepted only when they have been confirmed by us in writing. Until then, our proposal is no-binding. Additional agreements, extensions, or changes made by telephone, telegraph, or orally, require written confirmation in order to be valid. For prices that are not expressly designated as firm in our order confirmation, we reserve the right to adjust prices accordingly if the cost factor (material, personnel costs, energy, and general costs, tariffs, shipping costs, etc.) increases significantly after the contract is concluded and prior to delivery. We are not bound to maintain previous pricing for follow-up orders.
3. Delivery lead time
   Delivery lead times are estimated, even if this is not expressly stated. Every partial delivery is an independent order. Delivery lead times generally start after complete written agreement to the conditions of the contract, including the availability of any data, drawings, test samples, etc.to be provided by the buyer or purchaser at no cost and in the requested quantities and final versions. Delivery lead time is considered to be met when readiness to ship is reported on time, if shipment is not possible through no fault of our own. If we are unable to make timely delivery, the buyer or purchaser must provide an appropriate extension of time. The buyer or purchaser may not refuse partial deliveries. Liquidated damages due to non-fulfillment or late fulfillment will be declined.
4. Shipment
   Shipment is ex works, and is always at the cost and risk of the buyer or purchaser. Risk, including the risk of confiscation, transfers to the buyer or purchaser upon transfer of the goods to the carrier or freight forwarder, but no later than upon their departure from the factory. If no special instructions are provided, the means and route of shipment will be selected according to our best discretion but no liability will be accepted for selection of the least expensive or fastest shipment. If goods reported as ready for shipment are not picked up immediately, or if shipment is permanently or temporarily impossible, the purchase price is nevertheless due. We are then entitled to store the goods at the cost and risk of the buyer at our discretion. The supplier has no liability for weather damage during shipment or storage of the ordered goods.
5. Packaging
   If no other express agreement has been made, and acknowledged by us in writing, we will package according to our best discretion. Insurance against breakage and damage due to shipping or fire is the responsibility of the buyer or purchaser.
6. Changes/Cancellation
   Any notice or instruction from the Buyer received subsequent to Seller's purchase order acknowledgment, including supplementary information contained in a confirming purchase order, which has the effect of changing the specifications, scope of work, or other terms, will be effective only upon an appropriate adjustment in the price and/or delivery date, and acceptance of any change by Seller in writing. Orders accepted by Seller are not subject to cancellation except with Seller’s consent and after arrangement of terms which will indemnify Seller for any losses or damages occasioned by such cancellation, including Seller’s lost profit and costs of collection, including reasonable attorney’s fees.
7. Claims and rights in case of defects
   Deviations of dimensions, weights, and goods are permissible according to catalogue standards. Any claims must be presented to us immediately in writing within 7 days of receipt of the goods in respect of visible defects, including all necessary details, such as the article, invoice, picture, and delivery note numbers and the type of damage. The buyer initially has the right to supplementary performance for any existing defects. If the supplementary performance is not successful, the buyer can demand a reduction in the purchase price. Any further damage claims will be declined, such as liability for damage by the supplied goods to the customer's legal goods (damage to other items), subsequent damages, loss of earnings, etc. These limitations on claims for damages do not apply in the case of gross negligence by the seller, or by intentional or grossly negligent breach of duty on the part of a legal representative or assignee of the seller. Claims and rights due to defects do not refer to merely minor defects, nor to natural wear; this applies in particular to seals and other wear parts. Such claims and rights are also excluded if they are based on improper use, operation, or unsuitable equipment, insufficient maintenance or repair, improper installation or modifications by the buyer/purchaser or third parties. If the claim of defect is determined to be unjustified, then the buyer/purchaser must repay any expenditures that have been incurred. The above provisions apply accordingly if other goods are provided in place of those contractually agreed upon, as long as agreement to the change or deviation is reasonable for the buyer/purchaser, taking our interests into consideration.
8. Replacement delivery
   Replacement delivery or credit can be issued only after complete determination of a duly of replacement, by detailed analysis at our factory. For this purpose, the goods forming the object of the claim must be sent to us at no cost to us. In cases of dire need, replacement will be provided against an invoice for the current price, and a credit issued after a duty of replacement has been established. In the case of subcontracted operations, we guarantee only that your parts will be processed correctly. Further claims for damages, such as replacement material, are not valid. If changes or repair work are performed by the buyer or purchaser or third parties without our prior authorization, our liability no longer applies. Further claims by the buyer or purchaser, and in particular claims for compensation for damages that do not affect the delivered goods themselves, are not valid.
9. Acceptance and testing
   If a functional test of the goods to be provided is prescribed or agreed to, then it will be arranged by the seller after goods ready, at the cost of the buyer or purchaser. If the buyer or purchaser fails to perform such a test, then the goods are considered to be delivered fully accepted upon leaving our factory.
10. Warranty
    10.1. For Goods. Seller warrants that on the date of delivery, the goods shall conform to the latest samples, drawings, or specifications as agreed to by Buyer and Seller in connection with the sale of such goods. Seller's warranty shall extend for a period of seven (7) days from the date of shipment. Continued use or possession of goods thereafter shall be conclusive evidence that the warranty is fulfilled to the satisfaction of the Buyer.
    10.2. For Services. Seller warrants that all services performed under the Agreement will be performed in a reasonable and workmanlike manner.
11. Applicable law and resolution of disputes
    Any disputes and disagreements arisen upon performance of the Contract shall be resolved by way of negotiations between the Parties. Failing agreement, the dispute shall be resolved by Taiwan Taoyuan District Court as the court of first instance. The decision shall be final and binding on the Parties.
12. Non-Disclosure of Confidential Information
    Buyer shall not use (except as permitted by and in furtherance of this Agreement) or disclose to others any of Seller's Confidential Information, either during the performance of this Agreement, or any time thereafter. "Confidential Information" as used herein shall mean all information, data and experience of Seller relating to Seller's business, whether of a technical, engineering, operational, or economic nature, which is designated or treated as confidential by Seller; including, but not limited to all price and technical information, information relating to its goods, services, customers, supplies, formulation, composition, analysis, design, installation, materials, instructions, erection, operation, repair, maintenance, use, process or otherwise.
13. Remedies
    The liability and obligations of seller, if notified by buyer in writing of a breach of any of the foregoing warranties, seller’s obligation shall be limited solely to: (1) repair of replacement at seller’s option of any defective goods (determined in seller’s sole discretion to be defective) or (2) re-performing the nonconforming services provided buyer has provided written notice to seller of such nonconforming services within seven (7) days of the completion of the services. Subject to the preceding and except as otherwise expressly provided herein, seller makes no other representation or warranty of any kind, whether expressed or implied, as to the merchantability to the goods or service, their fitness for a particular purpose of use as to any other matter, whether the goods or services are used alone or in combination with other substances.
14. Data storage
    Upon initiation of the business relationship, we will commence data storage according to company policy.

Stampingmasters Enterprise Co., Ltd. July 2025