Welcome: Keyi (Hong Kong) Instruments Co., Ltd.

NOTE: The following Terms and Conditions of Sale (the “Terms and Conditions”) are subject to change. All transactions for Products sold by Keyi (Hong Kong) Instrument Ltd are subject to the latest revision of the Terms and Conditions of Sale published by Keyi (Hong Kong) Instrument Ltd at its website www.keyiinstrument.com

1. INTERPRETATION

“Purchaser” shall mean a person or organization named as the buyer and any authorized person or organization that negotiates, contracts, or signs the contract on the buyer’s behalf.

KEYI shall mean the seller of the Product(s) -Keyi (Hong Kong) Instrument Ltd

“Product(s)” shall mean the product(s), equipment and services of KEYI described in the purchase order, specification and invoice related thereto.

“Proforma Invoice and Invoice shall mean a bill of sale sent to Purchasers by KEYI in advance of a shipment or delivery of goods, serving as an offer of sale and providing a description of the Products, sale price quote, delivery terms, and other important information, including without limitation transportation charges.

“Effective Date” shall mean the date indicated in KEYI proforma invoice and Invoice when such Proforma Invoice and Invoice is accepted and countersigned by an authorized representative of the Purchaser as duly executed confirmation of Purchaser’s ultimate and explicit consent to buy the Product(s) on the terms indicated in KEYI Proforma Invoice and Invoice.

2. PRODUCT PURCHASE ORDERS

Purchaser will provide KEYI with a complete written purchase order serving as a request for quote and containing necessary information, such as the name, type and quantity of Product(s), requested delivery date and delivery instructions, and if required by the nature of the transaction, with description of particular technical specifications required for manufacturing certain specific Product(s). Notwithstanding any terms or conditions which may be included in the purchase order form or other communication, KEYI acceptance of any purchase order is conditional upon Purchaser's assent to, or if this writing is construed as the offer, acceptance hereof is expressly limited to these Terms and Conditions set forth herein. It is agreed that sales are made only on these Terms and Conditions and any terms or conditions other than those set forth herein are hereby objected to by KEYI and shall not become a part of the agreement of sale unless expressly agreed to in writing by KEYI. KEYI’s failure to object to any term or condition contained in Purchaser's purchase order or other communication shall not be deemed to be acceptance of such term or condition. All purchase orders may be subject to prior credit approval. Stenographic, typographic and clerical errors are subject to correction.

3.PAYMENT TERMS

Cash in advance (prepayment) within five (5) calendar days from the Effective Date as set forth in Section 1 hereof are standard terms of payment for Product(s), which shall apply to all sales and Proforma Invoices. Any variations and modifications of such standard terms shall be clearly stated in respective Proforma Invoice of KEYI. The date of payment shall be the date when the funds are actually received and credited to KEYI’s account. If payment due under this Section 5 hereof (or any other payment due by Purchaser for the Product) is not effected by Purchaser within five (5) calendar days after the Effective Date (or other date as may be indicated in writing in Proforma Invoice), or if the financial conditions of Purchaser at any time is such as to give KEYI, in its fair judgment, reasonable grounds for insecurity concerning Purchaser’s ability to perform its obligations under the purchase order, KEYI has the right at its sole discretion by written notice to Purchaser: a) to cancel its obligations under such purchase order, without judicial intervention or declaration of default of the Purchaser and without prejudice to any right or remedy which may have accrued or may accrue thereafter to KEYI; b) to require full or partial payment in advance and suspend any further deliveries and Product(s) shipment to Purchaser until Purchaser duly fulfils its obligations under this Section 5 hereof, or (c) make shipments C.O.D. within the terms of delivery set forth in Section 6 hereof. Notwithstanding anything to the contrary herein, title to the Product(s) shall pass from KEYI to Purchaser upon the full and complete payment of the total price as indicated in accepted Proforma Invoice and respective final invoice. All bank commissions shall be borne by Purchaser.

4 DELIVERY

Product(s) shall be shipped by KEYI on the dates specified in respective Proforma Invoice accepted by Purchaser. KEYIshall be considered as a party duly performed its obligations to deliver the Product(s) at the moment of passing the Product(s) to the first carrier under term FCA, Riga, Incoterms 2010 (the “Delivery Date”), unless otherwise agreed by the parties in writing and indicated in KEYI’s Proforma Invoice. Early delivery is allowed. The Product(s) shall be packaged so as to prevent its damage or deterioration in transit to its destination. On the day of actual shipment of the Product(s) KEYI shall send to the Purchaser either by telefax or e-mail a packing list, a copy of the transport document, and final invoice indicating the essential terms of sale and other relevant information. Regardless of the manner in arranging freight payment or payment of insurance or arrangement of import and export formalities/responsibilities, risk of loss or damage in transit shall pass to the Purchaser at the point KEYI delivers the Product(s) into the custody of the first carrier. Unless otherwise advised in the form of a written notice, KEYI may arrange the Product(s) delivery, insure to full value of the Products or declare full value thereof to the first carrier at the time of delivery, provided however that all such freight, customs and insurance costs shall be for the Purchaser’s account. KEYI reserves the right to make delivery in instalments, unless otherwise expressly agreed by the parties in writing and specified inKEYI’s Proforma Invoice. All such instalments when separately invoiced shall be paid for when due per respective Proforma Invoice, without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve the Purchaser of its obligations to accept remaining deliveries.

5. QUALITY OF THE PRODUCT(S), ACCEPTANCE PROCEDURE

Within five (5) days after the Product(s) receipt, the Purchaser or its authorized representative shall complete the Product(s) acceptance procedure. Quality of the Product(s) should be in compliance with the requirements specified in operating manual shipped with the Product(s). The Product(s) shall be considered acceptable if their quality corresponds with the requirements specified in such operating manual. If during performance of acceptance procedure the Purchaser or its authorized representative claims that all the Product(s) or part of them are not in compliance with the aforementioned requirements of this Section 7, it shall immediately send KEYI written notification that declares and explains non-conformity of the Product(s). No Product may be returned without first obtaining KEYI written Return Material Authorization (the “RMA”) with a respective RMA number. The request for RMA must be filed with KEYI and shall include the purchase order number, approximate date of shipment and if any and all other identifying numbers (such as Proforma Invoice number, date of invoice, etc.), type and quantity of Product(s), the part numbers and the reasons for the return. If return authorization is granted, Product(s) shall be returned in a clean, well packaged conditionin original packing. Non-conforming in warranty Product(s) shall be repaired or replaced by KEYI at its sole discretion at no cost to the Purchaser, unless otherwise agreed by the Parties in writing. If within 5-day period indicated in this Section 7 the Purchaser or its authorized representative fails to perform and complete the Product(s) acceptance procedure and/or does not return KEYI any written notifications which state claims in respect of the Product(s) non-conformity, the Product(s) shall be deemed unconditionally accepted by the Purchaser.

6. WARRANTY

The warranty period for the delivered Product(s) shall be one (1) year, unless otherwise agreed by the parties in writing and indicated in respective Proforma Invoice, and shall begin on the day of the Product(s) delivery date as set forth in Section 6 hereof. If, during the applicable warranty period, the Product(s) furnished to the Purchaser fail, whether due to KEYI’s negligent acts or omissions, or otherwise, to conform to requirements specified in Section 7 hereof, KEYI shall either replace or repair, at its option, defective Product(s) and shall furnish instructions for the disposition of such defective Product(s).  Any transportation charges involved in such disposition shall be for BSI’s account. Purchaser’s exclusive and sole remedy on account or in respect of the furnishing of defective Product(s), whether due to KEYI’s negligent acts or omissions, or otherwise, shall be to secure replacement or repair thereof as aforesaid. KEYI in no event shall not be liable for the cost of any labour expended on any non-conforming or defective Product(s) or for any special, direct, indirect or consequential damages to anyone by reason of the fact that such Product(s) shall have been non-conforming or defective. The warranty shall not apply (a) to Product(s) not manufactured by KEYI, (b) to Product(s), which has been repaired or altered by others than KEYI, (c) to Product(s), which has been subject to negligence, accident or damage by circumstances beyond KEYI control, (d) to Product(s) subject to improper operation, maintenance, storage or to other than normal use or service. Other restrictions and limitation may apply to warranty provisions as may be set forth in operating manuals for respective Product(s).