2.1 Upon receipt of a purchase order, Sunny will send Purchaser a written order confirmation. A contract ("Contract") based on Sunny's order confirmation is deemed to be entered into between Sunny and Purchaser at the earlier of (a) the day Sunny receives a copy of the order confirmation duly signed by Purchaser; or (b) ten (10) days from the date of the order confirmation, provided, however, that Purchaser has not in the meantime made any written objections thereto.

2.2 The Contract shall incorporate the typed and written provisions in Sunny's order confirmation, including these General Conditions, and it shall constitute the entire agreement between the parties with respect to the subject matter of the Contract. Printed provisions on the reverse side of the Purchaser's purchase orders, etc shall be deemed deleted and additional or different terms inserted in the Contract by the Purchaser, or deletions thereto, whether by alterations, addenda, or otherwise, shall be of no force and effect, except expressly consented to by Sunny in writing. The provisions of the Contract supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter ofthe Contract.

3.1 The weights, dimensions, capacities, prices, performance ratings and other data included in catalogues, prospectuses, circulars, advertisements, illustrated matters and price lists as expressed in Sunny's general product information constitute an approximate guide. These data shall not be binding save to the extent that they are by reference expressly included in the Contract.

3.2 All drawings and technical documents intended for use in the construction and/or manufacture of any product delivered to Purchaser or a portion thereof shall remain the exclusive property of Sunny. They may not, without Sunny's written consent, in any way be utilized by Purchaser or copied, reproduced, transmitted or communicated to a third party or be used otherwise by Purchaser in competition with Sunny.

Prices shown in price lists, offers, catalogues or other documents issued by Sunny shall be deemed to apply to products packed for transportation in accordance with the packing standard from time to time applied by Sunny. Any specially required packing due to Purchaser's location, special requirement or laws and regulations is not included in the above-mentioned prices.

5.1 Trade terms shall be interpreted in accordance with
the Incoterms in force at the time of the formation of Contract. If a trade term has not been agreed the delivery shall be considered to be Ex Works Sunny manufacturing site.

5.2 Title to the products delivered to Purchaser remains with Sunny until the full purchase price has been paid by Purchaser to Sunny.

6.1 The delivery time shall run from the latest of the following dates:
(a) The date of delivery in the Contract;
(b) The date on which Sunny receives note of the issue of a valid import license where such is necessary for the sale from Sunny to the Purchaser;
(c) The date of receipt by Sunny of such payment in advance as may be agreed in writing between Sunny and the Purchaser; or
(d) The date of receipt by Sunny of technical data and documentation where such is necessary for the execution of the order from the Purchaser.

6.2 If a fixed time for delivery has been agreed between Sunny and Purchaser and such date is exceeded by more than four weeks and this is solely attributable to Sunny, Purchaser is entitled to a reduction of the purchase price payable for the undelivered products. The price reduction shall be a maximum of zero point five per cent (0.5%) of the purchase price for the undelivered products, provided, however, that Purchaser can show that Purchaser has suffered a corresponding loss because of the delay. The price reduction is calculated for each full week starting from the fourth week of delay and the price reduction shall in total not exceed five per cent (5%) of the purchase price for the undelivered products.

6.3 The price reduction determined above shall mean the full and final compensation by Sunny to Purchaser in respect of delays in delivery under the Contract. Purchaser shall not be entitled to deduct the price reduction from any payments to be made to Sunny.

7.1 Payment shall be made in the manner and at the time or times stipulated in the Contract. If Purchaser does not pay an invoice when it becomes due for payment, Sunny reserves the right to stop delivery of products to Purchaser until the invoice has been duly paid. Sunny agrees that this right shall not be executed without giving Purchaser prior notice and a reasonable time period to settle the invoice. Without prejudice to any of its other rights, Sunny may charge Purchaser all or parts of the costs incurred in collecting amounts due for payment. In addition hereto, Sunny may from the date on which Purchaser was in default charge a penalty interest on unpaid amounts at an annual rate of eighteen percent (18%).

8.1 Prices are in accordance with written offer from Sunny or expressly stipulated in the Contract. The prices, fees and other charges do not include value added tax, sales tax and similar taxes as well as any city, municipal, state or federal taxes or any withholding taxes, whether currently imposed or imposed in the future, excluding tax on income. If any such tax is found to be applicable, the appropriate amount of tax shall be invoiced to and paid by Purchaser to Sunny at the same time and on the same terms as applied to the payment due.

10.1 If, within the warranty period, any defect is discovered in whole or in part of the products with respect to material or workmanship and which should reasonably have been expected to be within the control of Sunny, Sunny shall at its own option make good the defect in either of the two following ways:
(a) Sunny will, without charge, carry out such repair at its own facilities provided that notice has been given by Purchaser promptly after the defect is discovered and that the products in whole or part have been forwarded, without delay, CIF (Incoterms) to Sunny's manufacturing site. Labor costs for disassembly and reassembly in the Purchaser's site in whole or in part, will be borne by Purchaser. After repair the products will, in whole or in part, be returned CIF (Incoterms) to Purchaser's headquarter or manned regional office. Sunny accepts no responsibility for any defects caused in connection with the assembly work at Purchaser's site.
(b) Sunny will send free replacement for the defective part CIF (Incoterms) to Purchaser's headquarter or manned regional office. Labor costs for disassembly and reassembly at site shall be borne by Purchaser. Sunny takes no responsibility for defects in connection with the replacement work at Purchaser's site.

10.2 A new warranty period shall apply, under the same terms and conditions as those applicable to the original parts, for those parts supplied or repaired in accordance with these warranty conditions, although no longer than three (3) months after the end of the original warranty period. Defective parts replaced in accordance with these warranty conditions shall be placed at Sunny's disposal at site and shall upon request be returned CIF Sunny's manufacturing site.

10.3 This warranty does not apply to defects caused by normal wear and tear, abnormal conditions of working, accidental damage, improper handling, incorrect installations, or neglect of instructions, given by Sunny. It does not cover defects caused by faulty maintenance or from alterations or repair carried out without Sunny's authorization. The warranty does not include consumable parts in the products.

10.4 The warranty period is twelve (12) months from the date of delivery from Sunny. The warranty period for repaired parts, repaired after the original warranty period has expired, is three (3) months.

11.1 In all situations involving performance or nonperformance of products delivered to the Purchaser, the Purchaser's sole remedy is set forth in Clause 10. For any other claim concerning performance or nonperformance by Sunny pursuant to, or in any way related to the subject matter of the Contract, the Purchaser shall be entitled to recover actual, proven damages to the limits set forth herein.

11.2 In no event shall Sunny be liable for any damage caused by the Purchaser's failure to perform its responsibilities or for any indirect or consequential damages including, but not limited to, loss (whether direct or indirect) of profits or business or for anticipated savings or for any incidental damages or for any claims made against the Purchaser.

11.3 Sunny's liability for damages or losses to Purchaser for any cause whatsoever shall be limited to the purchase price paid to Sunny of the products delivered to Purchaser. The limitation of liability set forth in the preceding sentence will not apply to claims for personal injury or damage to real property or tangible property in cases of intentional misconduct or gross negligence.

12.1 Neither Sunny nor the Purchaser shall be liable to the other for any delay or non-performance of its obligations under the Contract in the event and to the extent that such delay or non-performance is due to an event of Force Majeure (as defined hereinafter).

12.2 Events of Force Majeure are events beyond the control of a party or any of its sub-contractors which occur after the date of Sunny's order confirmation referred to in Clause 2.1 and which were not reasonably foreseeable at that time and whose effects are not capable of being overcome without unreasonable expense and/or loss of time to the party concerned. Events of Force Majeure shall include (without being limited to) war, civil unrest, strikes, lockouts and other general labor disputes, acts of government, natural disasters, exceptional weather conditions, breakdown or general unavailability of transport facilities, accidents, fire, explosions, and general shortages of energy and materials.

12.3 A party directly affected by an event of Force Majeure shall lose the right to rely on the same, unless, reasonably soon after the time when the party became or ought to have become aware of the occurrence of the event, that party gives the other party written notice thereof. When the event of Force Majeure has come to an end, the said other party shall be notified and also, if possible, be informed when any measure postponed by the event will be effected.

13.1 Sunny has the right to sub-contract any part of its obligations under the Contract to independent contractors selected by Sunny.

14.1 The Contract shall be governed by, and construed and enforced in accordance with the substantive laws of Hong Kong without regard to its principles of conflicts of laws or the United Nations Convention on the International Sale of Goods.

15.1 Any and all disputes, controversies and claims arising out of or in connection with the Contract, or the breach, termination or invalidity thereof, shall be settled in arbitration in accordance with the rules of the Arbitration Institute of the Hong Kong Chamber of Commerce. Unless the parties agree otherwise, the arbitration proceedings shall be conducted in Hong Kong, in the English language. The arbitration award shall be final and binding upon the parties. The foregoing shall not restrict Sunny from going to court or to a competent authority in order to seek payment from the Purchaser of an amount which is undisputed and due for payment.