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General Terms and Conditions of Purchase

For procurement of all goods and services, the following General Purchasing Terms apply. Other terms and oral agreements are only valid if they have been confirmed in writing by SYNCRO Management Consulting (Shanghai) ltd, hereinafter as “SYNCRO”. NESDRA is a registered trademark of SYNCRO.

1

DEFINITIONS

1.1

SYNCRO” shall mean the SYNCRO Management Consulting (Shanghai) Ltd. entering into the CONTRACT with and/or issuing the PURCHASE ORDER to the SUPPLIER.

1.2

SUPPLIER” shall mean the person, firm or company who enters into the CONTRACT with SYNCRO or to whom the PURCHASE ORDER is issued by SYNCRO.

1.3

PARTY” refers to either one of SYNCRO and SUPPLIER, and “PARTIES” refers to both of them.

1.4

The word “GOODS” include all goods and the word “SERVICES” include all services and/or performance of works, covered by the CONTRACT and/or the PURCHASE ORDER. The word “WORK” shall include all GOODS and all SERVICES.

1.5

PURCHASE ORDER” shall mean the purchase order issued by SYNCRO to the SUPPLIER, to which these terms and conditions shall apply.

1.6

CONTRACT” shall mean the contract between SYNCRO and the SUPPLIER consisting of the main contract and/or the PURCHASE ORDER (as the case may be), these terms and conditions and any other documents (or parts thereof) specified in the CONTRACT.

1.7

PRC” for the purpose of the CONTRACT or PURCHASE ORDER shall mean the mainland of China, excluding Hong Kong, Macau and Taiwan.

1.8

SOFTWARE” shall mean the software and firmware items which are comprised or included in or related to the GOODS and/or SERVICES.

1.9

DOCUMENTS” shall mean all documents required in the CONTRACT or PURCHASE ORDER which are necessary for the completion of the WORK and should be provided by the SUPPLIER, including but not limited to the drawings, specifications, standards, testing records, manuals, handbooks, etc.

1.10

DELIVERABLES” shall mean the tangible results of the SERVICES provided by the SUPPLIER to SYNCRO under the CONTRACT or PURCHASE ORDER.

2

ACCEPTANCE OF CONTRACT

2.1

By confirming acceptance of the CONTRACT, and/or performing the CONTRACT, the SUPPLIER agrees to comply fully with these terms and conditions. The CONTRACT sets forth the entire agreement of the PARTIES with respect to the subject matter hereof and expressly limits acceptance to the terms and conditions stated herein. Any terms and conditions proposed by the SUPPLIER inconsistent with or in addition to these terms and conditions are void unless otherwise agreed to in writing by SYNCRO.

2.2

Acceptance by SYNCRO of the GOODS, SERVICES or WORK delivered under the CONTRACT shall not constitute agreement to the SUPPLIER’s terms and conditions. The SUPPLIER may not ship under reservation.

2.3

Further, the SUPPLIER acknowledges that SYNCRO enters into the CONTRACT with the SUPPLIER based upon the following undertakings: the SUPPLIER will continuously improve its productivity and ensure that its productivity gain will compensate wage increases; in no event shall the SUPPLIER pass any labor cost increases to SYNCRO, by way of higher goods and/or service prices or lower service level etc.

3

DELIVERY

3.1

Delivery involving GOODS only shall be considered performed (a) where Incoterms apply, when the SUPPLIER fulfills its obligation to deliver pursuant to the chosen Incoterms rule under the CONTRACT; or (b) otherwise when GOODS have arrived at the point of destination specified by SYNCRO. Further, (where applicable) unless otherwise specified in the CONTRACT, delivery of GOODS is to be made “Delivered Duty Paid” (Incoterms 2010).

3.2

Delivery involving SERVICES shall be considered performed on the date of an acceptance test satisfactory to SYNCRO.

3.3

The SUPPLIER agrees to advise SYNCRO, as soon as practicable, of any delay in meeting the CONTRACT delivery schedules and the reason therefore.

3.4

If the SUPPLIER fails to deliver the GOODS or commence the SERVICES or complete the WORK on the agreed dates (force majeure delays excluded), the SUPPLIER will be liable for damages SYNCRO incurs; and in that event, SYNCRO may, at its sole discretion, either accept a revised delivery schedule, or terminate the CONTRACT for default. Unless otherwise stated in the CONTRACT, the SUPPLIER agrees to pay to SYNCRO liquidated damages in the amount of one percent (1%) of the total value of the CONTRACT per week in the event of late delivery. Acceptance of late deliveries not in strict conformance with the delivery schedule shall not constitute a waiver of liquidated damages by SYNCRO.

4

DELIVERY PLAN

4.1

If the delivery time of the GOODS is more than six (6) months the SUPPLIER should provide a detailed production schedule. This schedule shall include all major production steps, like design work, purchasing and the major steps in manufacturing with the starting time, the ending and the duration of these steps. The delivery plan is to be provided for the first time four weeks after signature of the CONTRACT and then to be updated with the actual every two weeks thereafter.

4.2

If the SUPPLIER is not providing such delivery plan or fails 4.1. to update, SYNCRO is entitled to charge liquidated damages in the amount of one percent (1%) of the total value of the CONTRACT per week.

5

QUALITY INSURANCE AND INSPECTION

5.1

For GOODS:

SYNCRO reserves the right to perform quality inspection at any time during the manufacturing process as well as before the GOODS will be packed for shipping.

5.2

For SERVICE and/or WORK:

SYNCRO shall have the right to examine, inspect, measure and test the SERVICE and/or WORK or its process at any time and to check the progress. The SUPPLIER shall provide convenience and provide full support.

5.3

If SYNCRO decides to perform the final inspection the SUPPLIER shall make sure that SYNCRO or SYNCRO authorized personnel will have the full access to the site of the SERVICE and/or WORK free of charge and will provide all necessary measuring and testing equipment to double check the conformity of the SERVICE and/or WORK with the requirements of the CONTRACT according to product specification, relevant industrial standard, national regulation and SYNCRO’ requirements.

5.4

For GOODS: All GOODS supplied shall conform to the standards and specifications described in the CONTRACT. The GOODS supplied shall also meet the national and/or industry standards of the PRC if such standards exist. If there is a conflict between the standards and specification described in the CONTRACT and the national and/or industry standards of the PRC the SUPPLIER has to contact SYNCRO in writing requiring a clarification of the applicable standards for this particular CONTRACT. SYNCRO has to confirm in writing which standard shall apply.

5.5

For SERVICES: The SUPPLIER shall perform its SERVICES with care, skill, and diligence, up to the professional standards recognized by such profession, and shall be responsible for the professional quality, accuracy, completeness, and coordination of all the SERVICES and all the DELIVERABLES and other items furnished under the CONTRACT.

6

GOODS LABELING, IDENTIFICATION AND TRACKING

6.1

All the GOODS provided by SUPPLIER shall be labeled, marked and identified only in means that is agreed by both PARTIES. Apart from those that are agreed by both parties, any means of visual or audible identification or marking, including but not limited to trade marks, Chinese or English characters, symbols, numbers, logos, video or audio messages, shall NOT be allowed to appear on the body of the GOODS, certificate of quality, instructions of usage and related packing materials, containers, labels, name plates, wrapping materials, sticky tapes, pallets, etc.

6.2

Unless specified otherwise in the CONTRACT, the label or identification information shall contain in general:

- the trade mark of SYNCRO

- the SKU Number of the GOODS

- the Name of the GOODS

- the Identification number of the GOODS

7

PROOF OF DELIVERY

7.1

Within one week of delivery the SUPPLIER has to provide a proof of delivery with following information:

7.2

For GOODS:

(1) delivery note with quantity, SKU number and list of identification number of shipped goods.

(2) Certificate of Quality of the goods delivered

7.3

For SERVICE and/or WORK:

provision of a copy of the final acceptance certificate signed by SYNCRO after the successful testing of the SERVICE and/or WORK;

8

INCORRECT DELIVERY

8.1

All GOODS must be delivered at the delivery point specified in the CONTRACT or PURCHASE ORDER. If GOODS are incorrectly delivered, the SUPPLIER will be held responsible for any additional expense incurred in delivering them to their correction location.

8.2

SERVICES shall be carried out at the location specified in the CONTRACT or PURCHASE ORDER. Whilst on SYNCRO premises, the SUPPLIER’s personnel, agents and subcontractors shall at all times conduct themselves in full compliance with SYNCRO site’s safety and security regulations and shall immediately report to SYNCRO any accidents in which they are involved.

9

GOODS RETURN

9.1

Unless otherwise agreed in the CONTRACT, SYNCRO reserves the rights to return GOODS to SUPPLIER under following conditions:

a)

within thirty (30) days after delivery of GOODS

b)

that the GOODS are returned in original packing or packing materials can be easily re-used

c)

that the GOODS are not used, in good shape and functioning, thus can be sold again without any production process

10

PASSING OF TITLE AND RISK TO SYNCRO

10.1

The title and risk in the GOODS shall remain in the SUPPLIER until they are delivered at the point specified in the CONTRACT or PURCHASE ORDER and transferred to SYNCRO’ possession, at which time title and risk in the GOODS shall be transferred to SYNCRO.

10.2

The risk of SERVICES including installation or erection services shall be transferred to SYNCRO at the time SERVICES successfully passed the acceptance test.

11

TRANSPORTATION, PACKING AND PACKAGING

11.1

SUPPLIER shall solely be responsible for the transportation, packing and packaging of the GOODS. The GOODS shall be packed with protective measures, such packing shall be suitable for long-distance transportation, in accordance with applicable law and well- protected against any kind of influence such as corrosion, dampness, moisture, freezing, shock, rust so as to ensure that the GOODS will safely arrive at the site without any damage. No additional charges for packing and packaging will be allowed unless specifically agreed in writing. SUPPLIER shall be liable for any corrosion, damage and/or loss caused by inadequate or improper packing.

11.2

The SUPPLIER shall label each package with accordance to the provision in article 6. The SUPPLIER shall prepare an itemized packing list bearing the description of items, part number, and quantity shipped for each package. One copy of the packing list shall be placed in the shipping container and one copy shall accompany the SUPPLIER’s invoice. No values are allowed to be shown on the packing list.

11.3

Unless otherwise agreed in the CONTRACT or PURCHASE ORDER, the transportation cost shall be borne by the SUPPLIER.

Risk of loss, regardless of cause, is the SUPPLIER’s responsibility until the GOODS are delivered. If the SUPPLIER is delinquent in delivery, SYNCRO may require shipment by the fastest means available, and any premium transportation charges therefore shall be the SUPPLIER’s responsibility

12

INVOICES

12.1

Invoices shall indicate the SYNCRO address, order reference, the shipping location, the numbers of every single item, their description and price, invoice date, payment terms. If the invoice is issued as a down payment invoice, a partial delivery invoice or a final invoice it has to be marked as such. In case of the final invoice a reference to the previous invoices and their value should be indicated. The term of payment of the invoices shall not run until this information is complete. Copies of invoices shall be marked as such.

12.2

Both PARTIES agree that the 25th of every month will be defined as the cut-off date for the Invoice of delivery in that month. All the deliveries occurred after or on 25th of any month shall be considered as delivered in the next month.

13

TERM OF PAYMENT

13.1

Unless agreed otherwise and subject to Clause 13.2 hereunder, payment will be made at the end of the month of GOODS Delivery provided that SYNCRO receives correct and valid invoice Issued by SUPPLIER according to Article 12.1, and provided the GOODS have been correctly delivered or the SERVICES have been properly performed and SYNCRO has accepted them.

13.2

If the GOODS are not correctly delivered or SYNCRO has not accepted the SERVICES, the invoice shall be paid at the end of the calendar month following the date when the discrepancy is corrected to SYNCRO’ satisfaction.

13.3

Unless otherwise stated in the CONTRACT or PURCHASE ORDER, the price confirmed by the SUPPLIER shall be inclusive of taxes. In case there is tax rate adjustment from Tax Authority during the execution of signed / valid Purchase Order and Purchase Agreement, both parties agree net price (exclusive of VAT) shall remain unchanged, and the new tax rate shall be applied upon official effective date. SYNCRO reserves the rights to reject Invoice/Fapiao or payment at wrong tax rate, unless with written agreement in advance.

14

RIGHT TO REJECT

14.1

SYNCRO shall have the right, without prejudice to any other right which SYNCRO may have against the SUPPLIER, to reject the SUPPLIER’s supplies of GOODS or SERVICES within a reasonable time of their delivery or completion and to terminate the CONTRACT or PURCHASE ORDER if they are not in conformity with the CONTRACT or PURCHASE ORDER or the terms and conditions of the CONTRACT or PURCHASE ORDER. The making of payment shall not prejudice SYNCRO’ right of rejection.

15

CCC NATIONAL COMPULSORY MARKS

15.1

Should the WORK or any part thereof be subject to the CCC mark (China Compulsory Certification mark), the SUPPLIER shall warrant that the WORK or any part thereof shall have gone through the certification procedures with the competent certification organs and CCC (or CCIB) mark shall be labeled on the WORK or any part thereof .

16

TOOLS, PATTERNS, SAMPLES

16.1

Tools, patterns, samples, models, sections, drawings, standards, forms, documents and gauges, etc., provided by SYNCRO, as well as items made with or to them, shall remain the property of SYNCRO and shall not without SYNCRO written approval be passed on any third party and not used for purposes other than those specified in the CONTRACT. They shall be safeguarded against unauthorized inspection or use.

17

CHANGES

17.1

The SUPPLIER shall not alter or vary the GOODS or SERVICES, except as directed in writing by SYNCRO. SYNCRO shall have the right at any time during the execution of the CONTRACT, by notice in writing, to direct the SUPPLIER to make changes in the following:

(a) specifications, drawings, data incorporated in the CONTRACT;

(b) methods of shipment or packing;

(c) place of delivery; and

(d) time of delivery.

If any such change causes an increase or decrease in the cost of or the time required for performance of the CONTRACT, with the consent of SYNCRO, an equitable adjustment may be made in the purchase price or delivery schedule, or both. If the PARTIES cannot agree to such price or time adjustment within ten (10) working days (or such other time as may be then agreeable to both PARTIES), of SUPPLIER’s receipt of SYNCRO’ request for a change, SYNCRO may terminate the CONTRACT upon five (5) working days prior notice to the SUPPLIER.

18

SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS

18.1

If the GOODS and/or SERVICES include SOFTWARE, the SUPPLIER agrees and acknowledges that SYNCRO may be on-selling the same to its customers or end users and warrants that it has good title to license the SOFTWARE.

18.2

The SUPPLIER grants to SYNCRO a perpetual, worldwide, non-exclusive, no-charge, royalty-free, transferable, irrevocable license:

a)

to use and allow others to use the SOFTWARE;

b)

to sublicense the right of use under (1) above to any related corporations, other distributors and end users;

c)

to grant a license to related corporations, and other distributors to sublicense the right of use to end users in accordance with (1) above;

d)

to copy the SOFTWARE for installation in hardware or to have such copied by related corporations or other distributors;

e)

to market and resell the SOFTWARE and any accompanying hardware either alone or as part of package; and

f)

to reproduce and distribute copies of the SOFTWARE in any medium, with or without modification.

18.3

The intellectual property in all commissioned SERVICES shall belong to SYNCRO unless otherwise agreed by the PARTIES. The SUPPLIER agrees to carry out all formalities to legally vest ownership of intellectual property rights in SYNCRO at SYNCRO’ request. If by operation of law, any of the intellectual property rights is not owned in its entirety by SYNCRO automatically upon creation thereof, then the SUPPLIER agrees to assign, and hereby assigns, to SYNCRO and its designees the ownership of the intellectual property rights.

18.4

The SUPPLIER may include in SERVICES and/or DELIVERABLES pre-existing work or materials only if either they are provided by SYNCRO or if they are owned or licensable without restriction by the SUPPLIER. To the extent that pre-existing work or materials owned or licensed by the SUPPLIER are included in SERVICES and/or DELIVERABLES, the SUPPLIER shall identify any such work or materials prior to commencement of SERVICES involving such work or materials. The SUPPLIER hereby grants to SYNCRO (as an exception to the transfer and assignment provided in Clause 18.3 above) an irrevocable, nonexclusive, worldwide, royalty- free right and license to use, execute, reproduce, display, perform, and distribute (internally and externally) copies of, and prepare derivative works based upon, such work and materials, and the right to authorize others to do any of the foregoing.

18.5

The SUPPLIER will fully indemnify SYNCRO against any claim for infringement of intellectual property rights in connection with any GOODS or SERVICES supplied by the SUPPLIER to SYNCRO and against any and all costs, expenses and damages which SYNCRO may incur or become liable for such infringement. SYNCRO shall give to the SUPPLIER prompt notice in writing of any claim being made or action threatened or brought against SYNCRO and will permit the SUPPLIER, at the SUPPLIER’s own expense, to conduct any litigation that may ensue and all negotiations for a settlement of the claim.

18.6

If and when an infringement of an intellectual property right of any third party is claimed relating to any GOODS or SERVICES, or if such claim is to be expected, upon prior written approval of SYNCRO, the SUPPLIER shall at its own expense either acquire a license to use the GOODS or SERVICES, or modify the GOODS or SERVICES so as not to infringe the intellectual property right, or replace the allegedly infringing GOODS or SERVICES.

19

PERMITS, LAWS AND TAXATION

19.1

The SUPPLIER shall, at its own costs, obtain all the permits, approvals and authorization as required for the performance of the WORK, comply with all the national and local laws and regulations applicable to the WORK, and pay all the taxes which are related to the WORK.

19.2

The SUPPLIER shall fully indemnify and hold SYNCRO harmless from any and all cost, liabilities, damages, expenses and/or attorney fees as caused by the SUPPLIER or its subcontractor if applicable and approved or any of its employees or agents in the following situations: (i) failure to obtain or comply with the above- mentioned permit, approval or authorization; (ii) failure to observe the above-mentioned laws and regulations; or (iii) failure to pay the above-mentioned taxes.

20

CLEAN-UP AND SAFE OPERATION

20.1

The SUPPLIER shall, at all time, keep the work site free from accumulations of waste materials or rubbish. Upon the completion of the WORK, the SUPPLIER shall immediately remove its tools, equipment, scaffold and remaining materials, and ensure the WORK site is cleaned up before it leaves.

20.2

In performing the WORK, the SUPPLIER shall exercise the highest degree of care to prevent accidents and injuries to persons, damage or loss of property in, on or about the WORK site, disturbance to the neighborhood, and pollution of the environment, and shall promptly comply with any reasonable direction of SYNCRO for the prevention and elimination of above safety hazards.

20.3

The SUPPLIER shall fully indemnify and hold SYNCRO harmless against any claim, liabilities, loss or costs and expenses as a result of the SUPPLIER’ s act or omission in the performance of the WORK. In the event any claim or suit is brought against SYNCRO based upon any such acts or omission of the SUPPLIER, the SUPPLIER, at its sole risk and expense, shall diligently defend against such claim or suit and shall promptly satisfy and discharge any judgment which may nevertheless be rendered against SYNCRO as a result thereof.

21

DOCUMENTS

21.1

All DOCUMENTS required in the CONTRACT or PURCHASE ORDER are part of the WORK. Any DOCUMENTS missing shall be understood as a non fulfillment of the CONTRACT or PURCHASE ORDER and treated as such.

22

FORCE MAJEURE

22.1

Neither SUPPLIER nor SYNCRO shall be liable for failure of performing the CONTRACT when such failure results from the occurrence of Force Majeure, which is hereby defined as an event unforeseeable, beyond reasonable control of the PARTY to whom such Force Majeure occurs, including but not limited to: Acts of God, natural disasters, labor disputes, lock out, war or warlike situation, riot, sabotage, fire, acts of government (such as but not limited to change of laws and revocation of import permits), and outbreak of epidemic.

22.2

The PARTY affected by Force Majeure shall inform the other PARTY in writing without any delay with respect to the impact of such event on the performance of the CONTRACT.

22.3

Upon the occurrence a Force Majeure event, the SUPPLIER shall endeavor to continue to perform its obligations under the CONTRACT so far as is reasonably practicable. The SUPPLIER shall notify SYNCRO of the steps it proposes to take including any reasonable alternative means for performance, which is not prevented by Force Majeure. The SUPPLIER shall not take any such steps unless directed to do so by SYNCRO.

22.4

If the SUPPLIER incurs additional costs in complying with the SYNCRO directions, the amount thereof shall be mutually agreed upon by both PARTIES.

22.5

If circumstances of Force Majeure have occurred, either PARTY may by reason thereof give notice to the other PARTY of its intention to suspend the execution of the performance.

22.6

After receipt of such notice, the PARTY shall examine the works, plant and materials affected by the suspension and shall take reasonable steps to minimize the effect and additional cost caused by the suspension.

23

ASSIGNMENT AND SUBCONTRACTING

23.1

The CONTRACT shall not be assigned nor subcontracted by the SUPPLIER as a whole. The SUPPLIER shall not subcontract or assign any part of the GOODS and/or SERVICES without SYNCRO prior written consent, which shall not be unreasonably withheld, but the restriction contained in this clause shall not apply to subcontracts for materials, for minor details, or for any part of which the makers are named in the CONTRACT. The SUPPLIER shall be responsible for all SERVICES and GOODS supplied by subcontractors.

23.2

If SYNCRO has consented to the placing of subcontract PURCHASE ORDERs, copies of each subcontracting PURCHASE ORDER shall be sent by the SUPPLIER to SYNCRO immediately upon signing and prior to commencement of WORK by the subcontractor.

24

SUSPENSION

24.1

SYNCRO shall have the right to ask, in writing, the SUPPLIER to suspend the performance of part or all of the WORK.

24.2

During the suspension, the SUPPLIER shall protect, safely keep and ensure such part or all of the WORK away from any damage or loss and shall not continue the operation without approval from SYNCRO.

25

SYNCRO’ PROPERTY AND INFORMATION

25.1

SYNCRO’ property, such as drawings, specifications, data and the like, furnished to the SUPPLIER for performance of the CONTRACT or PURCHASE ORDER shall remain the property of SYNCRO. Any designs, drawings, dies, molds, tooling, technical data/information, materials, equipment, etc. that the SUPPLIER makes or buys from others for producing or providing the GOODS/SERVICES and charged to SYNCRO’ account shall become SYNCRO’ property immediately upon manufacture or procurement. All such SYNCRO property shall be marked as property of SYNCRO, shall be held by the SUPPLIER on consignment at the SUPPLIER’s risk, and shall be used exclusively to perform the CONTRACT or PURCHASE ORDER, and shall not be duplicated or disclosed to others. Upon CONTRACT or PURCHASE ORDER completion, all SYNCRO furnished property shall be returned to SYNCRO in the same condition as received, allowing for reasonable wear and tear, except to the extent that the property has been incorporated into GOODS/SERVICES supplies delivered or consumed in the performance of the CONTRACT or PURCHASE ORDER .

26

WARRANTY AND INDEMNITY

26.1

The SUPPLIER warrants all GOODS/SERVICES furnished under the CONTRACT shall

(1) conform to SYNCRO’ drawings, specifications or other descriptions;

(2) be of good material, design and workmanship and free of defects;

(3) be new (not used or reconditioned), merchantable and suitable for the purpose intended.

These warranties shall survive inspection, acceptance, and payment. GOODS/SERVICES that do not conform to the above warranties may, at any time within twenty-four (24) months after delivery to SYNCRO (unless warranty term is agreed otherwise), be rejected and returned to the SUPPLIER, at the SUPPLIER’s expenses, for correction or replacement. If the SUPPLIER does not correct or replace within a reasonable period of time, SYNCRO may, at its sole discretion, (a) correct or replace the non-conforming GOODS / SERVICES at the SUPPLIER’s expenses; (b) demand a reduction in the purchase price; or (c) terminate the CONTRACT without assuming any liability. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of twenty-four (24) months from the date of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement. SUPPLIER shall further be liable for damages incurred to SYNCRO in respect of the CONTRACT.

26.2

Defective items shall be returned at the SUPPLIER’S expense and risk.

26.3

The SUPPLIER shall remedy at no charge to SYNCRO any defects in SERVICES that were not due to SYNCRO that appear within twenty-four (24) months from the completion of the SERVICES.

26.4

The foregoing warranties are in addition to all other warranties expressed or implied by law, or any warranties of additional scope given to SYNCRO by the SUPPLIER. Neither the foregoing nor anything contained in these terms and conditions shall limit or impair any statutory or any other rights that SYNCRO may have.

26.5

SUPPLIER shall at its expense, defend, indemnify, and hold harmless SYNCRO and its officers, directors, employees, agents, parent, subsidiaries, customers and other affiliates from and against any claim, action, fines, punishment and other requests for compensation made by any third parties arising out of, incident to or in connection with GOODS/SERVICES provided by the SUPPLIER.

27

INSOLVENCY AND BANKRUPTCY

27.1

If the SUPPLIER becomes insolvent or bankrupt or makes an arrangement with its creditors or has an receiver appointed or commences to be wound up, SYNCRO may, without prejudicial to any of its rights, terminate the CONTRACT forthwith by notice to the SUPPLIER or any person in whom the CONTRACT have become vested.

28

CONFIDENTIALITY AND PUBLICITY

28.1

The SUPPLIER undertakes that it and the SUPPLIER’s personnel, agents and subcontractors will fully respect the confidentiality of SYNCRO’ internal business affairs. The SUPPLIER hereby undertakes to treat as confidential all information obtained from SYNCRO or communicated to the SUPPLIER pursuant to the CONTRACT (or through discussions or negotiations prior to the CONTRACT being entered into) or acquired in the performance of the CONTRACT, and will not disclose such information to any person (except to its own employees and then only to employees who need to know the same) and will use such information solely in connection with performing its obligations under the CONTRACT and not for its own benefit or for the benefit of any third party, provided that this clause shall not extend to information:

a)

which is rightfully in possession prior to the commencement of the negotiations resulting in the CONTRACT; or

b)

which is already public knowledge or becomes so at a further date (other than as a result of breach of this clause); or

c)

which is communicated or disclosed to the SUPPLIER by a third party lawfully in possession thereof and entitled so to disclose it.

28.2

The SUPPLIER may disclose the confidential information of SYNCRO as set out in Clause 29.1 if the SUPPLIER is required to do so by any ruling of a governmental or regulatory authority or court or by mandatory law (“STATUTORY REQUIREMENTS”), provided that written notice of such STATUTORY REQUIREMENTS is given immediately to SYNCRO so as to give SYNCRO an opportunity to intervene and provided further that the SUPPLIER uses reasonable efforts to obtain assurance that such confidential information will be treated confidentially. Confidential information which is disclosed in such way must be marked "Confidential". Furthermore, the SUPPLIER shall disclose only the minimum confidential information required to be disclosed to comply with the STATUTORY REQUIREMENTS.

28.3

The SUPPLIER shall not issue any press release or make any public announcement, or disclosure as to the existence of the CONTRACT or its contents, or any aspect of the business relationship contemplated by the CONTRACT without the prior written consent of SYNCRO.

29

SETOFF

29.1

SYNCRO shall have the right at all times to set off any amount due or payable to the SUPPLIER under the CONTRACT against any claim or charge SYNCRO may have against the SUPPLIER.

30

TERMINATION FOR CONVENIENCE

30.1

SYNCRO may, at any time, on reasonable notice to the SUPPLIER, terminate a PURCHASE ORDER due to SYNCRO's convenience without any cost or liability, save as set forth in Clause 31.2. Upon receipt of such notice of termination, the SUPPLIER shall, unless otherwise specified in such notice, immediately stop all work thereunder or, as the case may be, give prompt written notice to and cause all of its suppliers or subcontractors to cease all related work, and, upon SYNCRO’s request, return all related materials provided to the SUPPLIER by SYNCRO under such PURCHASE ORDER.

30.2

SYNCRO shall pay to the SUPPLIER the following amounts without duplication: (a) the contract price for all GOODS and/or SERVICES which have been completed in accordance with the PURCHASE ORDER and not previously paid for; (b) the actual costs of work-in- process and raw materials incurred by SUPPLIER in furnishing the GOODS and/or SERVICES under the PURCHASE ORDER; and (c) the safety stock inventory produced specifically for SYNCRO on SYNCRO’s request and which cannot be sold to other customers, provided, however that, within thirty (30) days after receipt of SYNCRO’s termination notice, the SUPPLIER shall provide SYNCRO a comprehensive termination claim, with sufficient supporting documentation and evidence relating to such payment to SYNCRO’s satisfaction. In no event shall such payment made under this Clause exceed the total price for the GOODS and/or SERVICES terminated.

31

MOST FAVORABLE CUSTOMER

31.1

All of the prices, warranties and benefits provided by the SUPPLIER are comparable or better than the equivalent terms being offered by the SUPPLIER to any present customer. If the SUPPLIER shall, during the term of the CONTRACT, enter into arrangements with any other customer providing greater benefits or more favorable terms, the CONTRACT shall thereupon be deemed amended to provide it to SYNCRO.

32

APPLICABLE LAW

32.1

The CONTRACT shall be governed by and construed in accordance with the laws of the PRC. The application of the UN-Convention on Contracts for the International Sale of Goods (CISG) is excluded.

33

DISPUTE RESOLUTION

33.1

This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. All disputes, controversies or differences which may arise among the parties hereto in relation to or in connection with this Agreement shall be submitted to Shanghai International Economic and Trade Arbitration Commission (SHIAC) in Shanghai for arbitration which shall be conducted in accordance with the commission's arbitration rules in effect at the time of applying for arbitration All the proceedings shall be conducted and evidence submitted in Chinese. The award thereof shall be final and binding upon the parties hereto.

34

RESERVATION CLAUSE

34.1

SYNCRO shall not be obligated to fulfill the CONTRACT or PURCHASE ORDER if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions.

35

MISCELLANOUS

35.1

No amendment to the CONTRACT or the supply of GOODS or SERVICES shall be of effect unless agreed in writing by both PARTIES.

35.2

Failure of SYNCRO to enforce compliance with any term or condition of the CONTRACT shall not constitute a waiver of such term or condition.

35.3

If any provision of the CONTRACT is determined invalid or unlawful or unenforceable to any extent such provision shall be severed from the body of the CONTRACT and the remaining thereof shall continue to be valid and enforceable to the fullest extent permitted by law.

35.4

If individual provisions of the CONTRACT are or become ineffective, this shall not affect other provisions. The PARTIES shall amicably attempt to agree on new provisions of equal economic effect to the ineffective provisions they replace.

35.5

The CONTRACT and its attachments constitute the entire agreement between the PARTIES concerning the subject matter hereof and supersede all prior agreements.

35.6

The CONTRACT is executed in English and in Chinese and both versions shall be equally authentic and valid. In case of any discrepancies or conflicts between the two versions, the English version shall prevail.

36

CORPORATE RESPONSIBILITY IN THE SUPPLY CHAIN

36.1

The SUPPLIER shall comply with the principles and requirements of the 'Code of Conduct for SYNCRO Suppliers and Third-Party Intermediaries' attached hereto as Appendix (“CODE OF CONDUCT”).

36.2

SYNCRO and its authorized agents and representatives and/or a third party appointed by SYNCRO and reasonably acceptable to the SUPPLIER, shall be entitled (but not obliged) to conduct – also at the SUPPLIER’s premises – inspections in order to verify the SUPPLIER’s compliance with the CODE OF CONDUCT.

36.3

Any inspection may only be conducted upon prior written notice of SYNCRO, during regular business hours, in accordance with the applicable data protection law and shall neither unreasonably interfere with the SUPPLIER's business activities nor violate any of the SUPPLIER’s confidentiality agreements with third parties. The SUPPLIER shall reasonably cooperate in any inspections conducted. Each PARTY shall bear its expenses in connection with such inspection.

36.4

In addition to any other rights and remedies SYNCRO may have, in the event of (i) the SUPPLIER's material or repeated failure to comply with the CODE OF CONDUCT or (ii) the SUPPLIER's denial of SYNCRO' right of inspection as provided for in Clause 37.3 above, after providing the SUPPLIER reasonable notice and a reasonable opportunity to remedy, SYNCRO may terminate the CONTRACT and/or any PURCHASE ORDER issued thereunder without any liability whatsoever.

36.5

Material failures include, but are not limited to, incidents of child labor, corruption and bribery, and failure to comply with the CODE OF CONDUCT's environmental protection requirements. The notice and opportunity to remedy provision shall not apply to violations of requirements and principles regarding of the child labor as set out in the CODE OF CONDUCT or willful failures to comply with the

CODE OF CONDUCT’s environmental protection requirements.

37

EXPORT CONTROL AND FOREIGN TRADE DATA REGULATIONS

37.1

The SUPPLIER shall comply with applicable export control, customs and foreign trade regulations (hereinafter referred to as “Foreign Trade Regulations”) in relation to all Services to be provided pursuant to this Agreement, and shall obtain all necessary export licenses, unless SYNCRO or any party other than SUPPLIER is required to apply for the export licenses pursuant to the applicable Foreign Trade Regulations.

37.2

The SUPPLIER shall advise SYNCRO in writing without undue delay but in no event later than the service date, of any information and data required by SYNCRO to comply with all Foreign Trade Regulations. In any case the SUPPLIER shall provide SYNCRO for each service with:

a)

the “Export Control Classification Number” according to the U.S. Commerce Control List (ECCN) if the service is subject to the U.S. Export Administration Regulations; and

b)

other applicable national export list numbers; and

c)

the country of origin, (“Export Control and Foreign Trade Data”).

37.3

In case of any alterations to origin and/or characteristics of the Services and/or to the applicable Foreign Trade Regulations the SUPPLIER shall update the Export Control and Foreign Trade Data as early as possible but in no event later than the service date. The SUPPLIER shall be responsible for the completeness and accuracy of all Export Control and Foreign Trade Data.

38

SAFETY REQUIREMENTS

38.1

The SUPPLIER shall read the following safety requirements and promise to comply with them during the execution of the CONTRACT. They shall be implemented without compromises.

a)

The SUPPLIER shall set up a safety management system covering manufacturing activities caused by or cohesive to the CONTRACT.

b)

The SUPPLIER shall provide safe working conditions that are required by Safety Production Law of PRC and applicable laws, regulations, national safety standards or ones of a certain industry.

c)

The SUPPLIER shall describe the specific actions, programs and procedures that will be implemented to manage risks associated with manufacturing caused by or cohesive to the CONTRACT.

d)

The SUPPLIER shall ensure that any person admitted to the Site by SUPPLIER shall comply with the relevant safety procedures.

e)

The SUPPLIER shall regularly do the safety inspection of manufacturing and rectify the nonconformities in time so as to reduce the risk of potential hazards as low as reasonably practical.

f)

The SUPPLIER shall provide, as a minimum, safety training for the SUPPLIER’s personnel to ensure necessary safety knowledge met.

g)

In the event that the SUPPLIER has failed to comply with applicable safety laws, regulations, standards, or other CONTRACT safety requirements, a safety default notice will be issued to the SUPPLIER by SYNCRO. This notice is a written notification detailing specific aspects of the non-compliant areas for the SUPPLIER to rectify.

h)

Repeated failure by the SUPPLIER to comply with the CONTRACT safety obligations will entitle SYNCRO to withhold or even partly deduct the payment.

39

SECURITY IN THE SUPPLY CHAIN

39.1

The SUPPLIER shall provide the necessary organizational instructions and take measures, particularly with regard to the following security: premises security, packaging and transport, business partner, personnel and information - in order to guarantee the security in the supply chain according to the requirements of respective internationally recognized initiatives based on the WCO SAFE Framework of Standards (e.g. AEO, CTPAT). The SUPPLIER shall protect the goods and services provided to SYNCRO or provided to third parties designated by SYNCRO against unauthorized access and manipulation. The SUPPLIER shall only deploy reliable personnel for those goods and services and shall obligate any sub- suppliers to take equivalent security measures.

39.2

In addition to other rights and remedies SYNCRO may have, SYNCRO may terminate the CONTRACT and/or any PURCHASE ORDER issued thereunder in case of breach of these obligations by the SUPPLIER. However, provided that the SUPPLIER’s breach of CONTRACT is capable of remedy, SYNCRO’ right to terminate is subject to the proviso that such breach has not been remedied by the SUPPLIER within a reasonable grace period set by SYNCRO.

40

ENVIRONMENTAL PROTECTION, DUTIES TO DECLARE, DANGEROUS GOODS

40.1

Should the SUPPLIER deliver legally permissible GOODS, which are, however, subject to statutorily-imposed substance restrictions and/or information requirements (e.g. REACH, RoHS), the SUPPLIER shall declare such substances in the web database BOMcheck (www.BOMcheck.com) or in a reasonable format provided by SYNCRO no later than the date of first delivery of GOODS. The foregoing shall only apply with respect to laws which are applicable at the registered seat of the SUPPLIER or SYNCRO or at the designated place requested by SYNCRO.

40.2

Furthermore, the SUPPLIER shall also declare all substances which are set out in the so-called “SYNCRO list of declarable Substances” applicable at the time of delivery in the manner described above.

40.3

Should the delivery contain goods which – according to international regulations – are classified as dangerous goods, the SUPPLIER will inform SYNCRO in a form agreed upon between the SUPPLIER and SYNCRO, but in no case later than the date of order confirmation.

41

CYBER SECURITY AND DATA PROTECTION

41.1

The PARTIES shall comply with all applicable laws relating to cyber security and protection of personal information, including but not limited to the Cyber Security Law of the People’s Republic of China and its implementing regulations (“CYBER SECURITY LAWS AND REGULATIONS”).

41.2

The applicable laws, in particular the CYBER SECURITY LAWS AND REGULATIONS shall be referred to in the interpretation of this Cyber Security and Data Protection clause e.g. with regard to the definition and scope of personal information, important data, network product, network service as well as data cross-border transfer,

41.3

SUPPLIER shall take appropriate organizational and technical measures to ensure the confidentiality, authenticity, integrity and availability of SUPPLIER’s Operation as well as products and services. These measures shall be consistent with good industry practice and shall include an appropriate information security management system consistent with standards such as ISO/IEC 27001 or IEC 62443 or Cybersecurity Multi-level Protection Scheme (to the extent applicable). “SUPPLIER’s Operation” means all assets, processes and systems (including information systems), data (including SYNCRO data), personnel, and sites, used or processed by SUPPLIER from time to time in the performance of this Agreement.

41.4

SUPPLIER shall promptly report to SYNCRO all relevant information security incident occurred or suspected and vulnerabilities discovered in any SUPPLIER Operations if and to the extent SYNCRO is or is likely to be materially affected.

41.5

SUPPLIER shall take appropriate measures to achieve that its subcontractors and suppliers shall be bound by obligations similar to the provisions of this Cyber Security and Data Protection Clause.

41.6

Upon SYNCRO’ request, SUPPLIER shall furnish written evidence of its compliance with this Cyber Security and Data Protection Clause including generally accepted audit reports.

41.7

Upon SYNCRO’ request, SUPPLIER shall, to the extent that it relates to the products and/or services supplied by SUPPLIER, assist SYNCRO in fulfilling its statutory and contractual obligations, e.g., assisting SYNCRO in the risk assessment for data cross-border transfer free of charge.

41.8

The SUPPLIER shall fully indemnify SYNCRO and hold SYNCRO harmless from any claims, penalties or damages incurred due to the SUPPLIER’s failure to comply with this Cyber Security and Data Protection clause.

42

SUPPLY OF THE NETWORK PRODUCTS AND/OR NETWORK SERVICES

42.1

This Clause shall apply if and to the extent the SUPPLIER supplies network products and/or network services under the CONTRACT.

42.2

The SUPPLIER represents and warrants that either i. the network products and/or network services it supplies have no data collection function; or ii. if the network products and/or network services it supplies have the function of collecting data, the SUPPLIER has by a written notice informed SYNCRO of such data collection function and the scope of the data that will be collected. For the purpose of this Clause, data includes but not limited to personal information, operation data, business information etc.

42.3

Without prejudice to other obligations of the SUPPLIER hereunder, when supplying network products and/or network services, the SUPPLIER shall comply with the following requirements:

42.4

The network products and/or network services supplied by the SUPPLIER shall meet the national and/or industrial standards of the PRC, if any, and shall comply with all certification and/or inspection requirements if and to the extent applicable. The SUPPLIER shall not set any malicious program in the network products and/or network services it supplies. SUPPLIER shall implement appropriate standards, processes and methods to prevent, identify, and evaluate any vulnerabilities, malicious code, and security incidents in the network products and/or network services which shall be consistent with good industry practice and standards such as ISO/IEC 27001or IEC62443 or Cybersecurity Multi-level Protection Scheme (to the extent applicable).

42.5

The SUPPLIER shall without undue delay inform SYNCRO of any vulnerability and/or defect in the network products and/or network services it supplies and shall take actions to remedy such vulnerabilities and/or defects immediately at its own costs. Such notification and remediation obligations shall survive the expiration of the warranty period and shall exist until SYNCRO notifies the SUPPLIER in writing that no such notification or remediation is needed anymore.

42.6

The SUPPLIER shall provide security maintenance services (including but not limited to e.g. update, upgrade etc.) for the network products and/or network services it supplies within the lifetime of the network products and/or network services. Such security maintenance services shall be provided free of charge within the warranty period or any other longer period agreed between the parties or required by applicable laws.

42.7

The SUPPLIER shall provide to SYNCRO a bill of materials identifying all third-party software components contained in the network products and/or network services. Third-party software shall be up-to-date at the time of delivery to SYNCRO.

42.8

The SUPPLIER shall grant to SYNCRO the right, but SYNCRO shall not be obliged to test or have tested the network products and/or network services for malicious code and vulnerabilities at any time and shall adequately support SYNCRO.

42.9

SUPPLIER shall provide SYNCRO a contact for all information security related issues (available during business hours).

43

SECURITY REVIEW

43.1

If the products and/or services of SYNCRO and/or SYNCRO’ customer are subject to security review under applicable laws, including but not limited to CYBER SECURITY LAWS AND REGULATIONS, and if such security review is pertinent to the GOODS and/or SERVICES supplied by the SUPPLIER under the CONTRACT, SYNCRO, SYNCRO’ customer or a third party appointed by SYNCRO or SYNCRO’ customer shall be entitled to conduct inspections and security review over the GOODS and/or SERVICES supplied by the SUPPLIER, the components thereof, the SUPPLIER’s sub-suppliers in the supply chain of the GOODS and/or SERVICES as well as the SUPPLIER, in order to verify whether the GOODS and/or SERVICES are secure and controllable. The inspection and security review may be conducted through lab testing, onsite inspection, online monitoring, and background check etc. The SUPPLIER shall fully cooperate in such inspection and security review at its own costs. The SUPPLIER shall ensure its sub-suppliers in the supply chain of the GOODS and/or SERVICES it supplies fully cooperate in the said inspection and security review without incurring any additional costs to SYNCRO or SYNCRO’ customers.

44

DATA SECURITY AND DATA PROTECTION

44.1

The SUPPLIER shall inform SYNCRO by a written notice whenever the SUPPLIER provides SYNCRO with or gives SYNCRO access to personal information (e.g. personal information of the SUPPLIER’s employees) and/or important data (collectively as “Data”), so as to enable SYNCRO to deal with such Data in a way in compliance with the applicable laws.

44.2

When providing SYNCRO with or giving SYNCRO access to the Data, the SUPPLIER is obliged to create the prerequisites required by applicable laws, so that SYNCRO may, for the purposes of performing the CONTRACT and/or other reasonable purposes relating to the CONTRACT (e.g. project management, supplier management, etc.), collect, process/entrust a third party to process, use, transfer to a third party, share with a third party, disclose or transfer abroad the Data without any violation of the applicable laws.

44.3

SUPPLIER shall keep written proof for its fulfilment of the obligations set out under this clause and make the written proof available to SYNCRO for review upon request.

44.4

The above paragraphs shall apply no matter the provision of or access to Data is made upon the request of SYNCRO or is initiated by the SUPPLIER.

44.5

The SUPPLIER shall deal with all Data received from SYNCRO or its affiliates or otherwise become accessible to the SUPPLIER in accordance with the applicable laws as well as contractual provisions and shall use all such data for the sole purpose of and to the necessary extent of performing this contract. As far as so requested by SYNCRO, SUPPLIER shall explain in detail how it will handle data transmission, storage and processing of the data it receives from SYNCRO and/or affiliates. Any further statutory or contractual confidentiality obligations remain unaffected

44.6

The SUPPLIER shall notify SYNCRO immediately of any complaints of data subjects, objections or requests of a competent supervisory authority, breaches of this clause or provisions of statutory law or in case of a reasonable suspicion of such complaints, requests or violations. The SUPPLIER shall take remediation actions and measures immediately and shall inform SYNCRO of the remediation actions and measures that are taken without undue delay.