Leetx General Terms and Conditions of Sale
General Terms and Conditions of Sale
Effective Date: [ 3 ] [ 7 ], 2026
IMPORTANT NOTICE
These General Terms and Conditions of Sale (hereinafter referred to as the "Terms") shall apply to the supply of all goods and related services by the Company and its domestic and overseas affiliated entities within the group (the "Seller") to its customers (the "Buyer"). By placing an order, the Buyer shall be deemed to have agreed to be bound by these Terms and any other documents expressly referenced herein. The English version of these Terms shall be the official version, and versions in other languages are provided for reference only. In the event of any discrepancy, the English version shall prevail.
1. Scope of Application
1.1 These Terms shall apply to all transactions in which the Seller sells products, spare parts, software and related services to the Buyer, and shall form an integral part of the relevant transaction documents.
1.2 These Terms shall equally apply to all future transactions between the Seller and the Buyer, even if not expressly agreed upon separately for each transaction.
1.3 Any terms contained in the Buyer's purchase conditions, general terms or other documents shall not form part of the transaction documents entered into between the parties, even if the Seller has not expressly objected thereto.
1.4 These Terms shall apply only to enterprise customers engaged in commercial activities and shall not apply to natural person consumers.
1.5 For the purposes of these Terms, "Transaction Documents" shall mean the Buyer's purchase orders, these Terms, and any quotations, order confirmations, emails, written agreements and other transaction documents issued, accepted or otherwise agreed by both parties.
1.6 The "Selling Entity" referred to in this Article shall mean the party expressly identified as the Seller in the quotation, order confirmation, sales agreement, invoice or other Transaction Documents.
2. Quotations and Formation of Transactions
2.1 All quotations, product catalogues, promotional materials and technical descriptions issued by the Seller shall be non-binding information, unless expressly marked as "binding".
2.2 Orders placed by the Buyer shall become effective only upon acceptance by the Seller. The Seller may accept an order by means of an order confirmation, email confirmation, actual shipment of goods, or any other means sufficient to indicate acceptance of the order. The Seller shall have no obligation to accept any order from the Buyer.
2.3 A transaction shall be formed upon the Seller's acceptance of the Buyer's order.
2.4 Any modification, supplement or deviation from the Transaction Documents shall be valid only upon the Seller's written confirmation.
2.5 All drawings, specifications, dimensions, weights, performance data and similar information shall be approximate reference values and shall not be binding on the Seller, unless expressly marked as binding.
2.6 The Seller shall retain all ownership rights and intellectual property rights in samples, drawings, cost estimates and other documents. The Buyer shall not disclose such documents to any third party and shall return them promptly upon the Seller's request.
3. Prices and Payment
3.1 Unless otherwise agreed in writing, the price of the products shall be based on the currency and amount specified in the Seller's quotation or other Transaction Documents, exclusive of value-added tax and other taxes and fees, and exclusive of packaging, transportation and insurance costs. Additional or special services shall be charged separately.
3.2 The Seller shall be entitled to reasonably adjust prices in the event of a significant increase in costs due to any of the following causes:
· increases in raw material prices;
· increases in energy prices;
· exchange rate fluctuations;
· increases in taxes and fees;
· increases in international logistics costs;
· changes in laws and regulations;
· sanctions or export control requirements.
3.3 Unless otherwise agreed in writing, the Buyer shall pay all amounts in accordance with the payment terms specified in the applicable quotation or other Transaction Documents.
3.4 In the event of the Buyer's late payment, the Seller shall be entitled to suspend subsequent deliveries and to charge interest on the overdue amount at the maximum rate permitted by applicable law. The Seller further reserves the right to claim additional damages.
3.5 The Buyer shall not be entitled to set off any counterclaim against the Seller against amounts payable to the Seller, unless such counterclaim has been confirmed by a final and effective judgment or is undisputed by the Seller.
3.6 In the event of a deterioration in the Buyer's financial condition, the Seller shall be entitled to suspend performance of its obligations under the relevant transaction or to require the Buyer to make advance payment or provide appropriate security. If the Buyer fails to do so within a reasonable period, the Seller shall be entitled to cancel any outstanding orders or terminate the relevant transaction.
4. Delivery and Passing of Risk
4.1 Delivery dates shall be indicative and non-binding, unless expressly agreed in writing by the Seller as a "binding delivery date".
4.2 The risk of loss of or damage to the goods shall pass in accordance with the Incoterms® 2020 rule agreed in the quotation, order, written agreement or other Transaction Documents confirmed by both parties; failing such agreement, the risk shall pass to the Buyer no later than upon delivery of the goods to the first carrier. The point at which risk passes shall not be affected by the fact that the Seller agrees to arrange transportation or to undertake additional services (such as installation and commissioning).
4.3 Where shipment is delayed for reasons attributable to the Buyer (including failure to timely provide necessary documents or instructions, or failure to take timely delivery of the goods), the risk shall pass to the Buyer from the date on which the Seller notifies the Buyer that the goods are ready for shipment.
4.4 The Buyer shall be obliged to accept the goods, even if the goods contain minor defects, without prejudice to the Buyer's right to assert warranty claims in accordance with the law.
4.5 The Seller shall be entitled to make partial deliveries, provided that such partial deliveries are commercially usable by the Buyer and do not give rise to unreasonable additional costs.
5. Inspection and Claims
5.1 The Buyer shall inspect the goods immediately upon receipt to verify quantity, model and appearance for any obvious defects or shortages.
5.2 In respect of any obvious defects, the Buyer shall notify the Seller in writing (including by email) within seven (7) days from the date of receipt of the goods, together with reasonable evidence (such as photographs or shipping documents). Failure to notify within the aforesaid period shall be deemed as acceptance of such defects by the Buyer.
5.3 In respect of any latent defects that could not be discovered upon reasonable inspection at the time of receipt, the Buyer shall notify the Seller in writing within thirty (30) days from the date of discovery of such defects. Failure to notify within the aforesaid period shall be deemed as acceptance of such latent defects by the Buyer.
5.4 The Buyer's warranty claims shall be conditional upon the Buyer's fulfillment of the aforesaid inspection and notification obligations.
5.5 The Buyer shall allow the Seller or its authorized representatives to inspect the goods within a reasonable time.
5.6 Where no objection is raised within the periods stipulated in this Article, the goods shall be deemed to have been duly accepted, and the Buyer shall have no right to assert any claims against the Seller in respect of such defects, except for defects fraudulently concealed by the Seller.
6. Retention of Title
6.1 The Seller shall retain title to the goods until the Buyer has paid in full all amounts and charges payable under the relevant transaction.
6.2 Prior to the passing of title, the Buyer shall not pledge the goods or use them as security. In the event of any third-party seizure or other interference, the Buyer shall immediately notify the Seller in writing.
6.3 The Buyer shall be entitled to resell the goods in the ordinary course of business. However, the Buyer hereby assigns to the Seller, with immediate effect, all claims against its customers or third parties arising out of such resale, up to the amount of the purchase price agreed between the Seller and the Buyer. The Seller accepts such assignment.
6.4 Any processing or transformation by the Buyer of goods subject to retention of title shall be deemed to be carried out on behalf of the Seller. In the event of processing together with items belonging to third parties, the Seller shall acquire co-ownership of the newly created item in proportion to the value of the goods.
7. Warranty
7.1 The Seller shall be liable for defects in materials and workmanship of the goods. Unless otherwise agreed in writing, the warranty period shall be twelve (12) months from the date of delivery.
7.2 The Seller shall have the option, at its sole discretion, to repair or replace the defective goods, or to refund the corresponding portion of the purchase price. The Buyer shall grant the Seller a reasonable opportunity and the necessary conditions to investigate and remedy the defects.
7.3 The warranty shall not apply in the following cases:
· improper or unintended use;
· failure to comply with the Seller's operating or maintenance instructions;
· natural wear and tear;
· modification or repair without the Seller's prior written consent;
· defects arising from materials or specifications provided by the Buyer;
· damage caused by external factors;
· any other failures not attributable to defects in the materials or manufacturing workmanship of the products themselves.
7.4 Repair, replacement or delivery of substitute goods (including replacement parts) shall not cause the warranty period or any claim period to restart; unless otherwise agreed in writing by the parties, the original remaining warranty period shall continue to apply.
8. Limitation of Liability
8.1 The Seller shall not be liable in the following cases:
· production interruption, loss of profits or loss of use;
· loss of contracts or loss of business opportunities;
· indirect, consequential or economic losses (of whatever kind);
· claims brought by third parties against the Buyer.
8.2 In no event shall the Seller's aggregate liability arising out of or in connection with the relevant transaction exceed the price of the specific goods that gave rise to the claim.
8.3 The foregoing limitations of liability shall not apply to:
· damage caused by the Seller's willful misconduct or gross negligence;
· personal injury or death caused by the Seller's negligence;
· mandatory liability that cannot be excluded under laws such as product liability laws.
9. Intellectual Property
9.1 The Seller shall retain all ownership rights and intellectual property rights in all samples, drawings, design documents, technical materials and related documents. Without the Seller's prior written consent, the Buyer shall not disclose, reproduce, or use them for any purpose other than the transactions between the parties.
9.2 Unless otherwise agreed in writing, the relevant transactions and the delivery of the products shall not constitute a transfer or license of any intellectual property rights.
9.3 If any third party asserts an infringement claim against the Seller as a result of specifications or materials provided by the Buyer, the Buyer shall indemnify the Seller against all losses and expenses arising therefrom.
9.4 Where the scope of supply includes software, the Seller shall grant the Buyer a non-exclusive, non-transferable right of use, solely for use in conjunction with the corresponding goods, and use of the software on multiple systems shall be prohibited.
9.5 The Buyer shall not copy, modify, translate, decompile, reverse engineer or otherwise reverse engineer any software, firmware, technical materials, drawings and related documentation contained in or accompanying the products, except as otherwise mandatorily required by law. All intellectual property rights and other related rights in the foregoing shall vest in the Seller or the relevant third-party rights holders.
10. Confidentiality and Data Protection
10.1 Unless otherwise agreed in writing by the parties, any technical materials, drawings, samples, quotations, price information, business plans, customer information, operational information, software, source code, technical know-how and other non-public information designated as confidential or reasonably understood to be confidential (hereinafter referred to as "Confidential Information"), which one party receives or obtains from the other party in connection with the relevant transactions, shall be kept confidential.
10.2 If the parties have separately entered into a confidentiality agreement in relation to the relevant transactions (including but not limited to a non-disclosure agreement or other written document of a confidential nature), such agreement shall prevail; these Terms shall continue to apply to matters not addressed in such agreement.
10.3 The parties shall comply with data protection laws and regulations applicable to the relevant transactions, shall process personal information or other legally protected data only for the purpose of performing the relevant transactions, and shall take reasonable measures to safeguard the security thereof.
10.4 The confidentiality obligations set forth in this Article shall remain in effect until such information lawfully enters the public domain.
11. Force Majeure
11.1 If a party is unable to perform its obligations under the relevant transactions due to events beyond the reasonable control of the parties (including but not limited to: natural disasters, war, strikes, blockades, shortages of raw materials, energy shortages, transportation disruptions, cyberattacks, epidemics, government decrees, economic sanctions, import or export control measures, etc.), the affected party shall notify the other party within a reasonable period of time, and its performance obligations shall be excused for the duration of such impediment.
11.2 If the circumstances described in the preceding paragraph persist for more than thirty (30) days, either party shall have the right to cancel any outstanding orders or terminate the relevant transaction by written notice to the other party, without incurring any liability for damages.
12. Export Control
12.1 The Buyer acknowledges and warrants that it shall comply with all applicable import and export control laws, economic sanctions and embargo laws.
12.2 The Buyer warrants that it is not a sanctioned party, and that the goods will not be used for military, nuclear, or chemical/biological weapons-related purposes, and will not be exported to any sanctioned country, region or restricted entity.
12.3 If the Buyer breaches this Article, the Seller shall have the right to refuse delivery, suspend performance, cancel the order or terminate the relevant transaction, without incurring any liability.
13. Governing Law and Dispute Resolution
13.1 These Terms and any transactions carried out hereunder shall be governed by the substantive laws of the jurisdiction in which the Selling Entity is registered, excluding its conflict-of-laws rules.
13.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or the relevant transactions.
13.3 Any dispute, controversy or claim arising out of or in connection with these Terms, the relevant Transaction Documents or the transactions between the parties, including but not limited to the formation, validity, interpretation, performance, breach, termination or invalidity of the relevant Transaction Documents, shall first be resolved through amicable negotiation. Failing such negotiation, the dispute shall be resolved as follows:
(1) If the Selling Entity is a company registered within the People's Republic of China, the dispute shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its arbitration rules in effect at the time of the application for arbitration. The seat of arbitration shall be Shanghai, the People's Republic of China;
(2) If the Selling Entity is a company registered outside the People's Republic of China, the dispute shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with its arbitration rules in effect at the time of the application for arbitration. The seat of arbitration shall be the Hong Kong Special Administrative Region of the People's Republic of China.
The language of the arbitration shall be English. The arbitral award shall be final and binding on both parties.
14. Miscellaneous
14.1 Any amendment or supplement to these Terms shall be valid only if made in writing.
14.2 If any provision of these Terms is held to be invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the applicable statutory provisions.
14.3 The Seller's failure to exercise or delay in exercising any right under these Terms shall not constitute a waiver of such right.
14.4 The Buyer shall not assign any of its rights or obligations under the relevant Transaction Documents without the Seller's prior written consent.
14.5 These Terms, together with the other applicable Transaction Documents, constitute the entire understanding and agreement between the parties, with respect to the relevant transactions, and supersede all prior oral or written discussions, representations, undertakings, quotations and communications relating thereto.
