1.General Provisions

(1) These Conditions of Sale shall apply to any and all purchase contracts and deliveries, provided or rendered by Chongqing Blue Jay Technology Co.,Ltd, Room 1802, Building 2, No. 88, Jianxin East Road, Jiangbei District, Chongqing, 400020, China vis its clients (hereinafter, “Clients”). These Conditions of Sale shall as a general agreement also apply, as amended, to future contracts for the sale and/or delivery of movable items that are concluded with the same Client, without Blue Jay being obliged to make express reference to these Conditions of Sale in each individual case; in any such case, Blue Jay shall inform the Client promptly of any amendments of the Conditions of Sale. Blue Jay’s Sales Team provide the Proforma Invoice (hereinafter, “PI”) will only list Special or particularly important requirements as an additional agreement, we default that the Clients has accepted the content agreed in this article with PI sending.

(2) These Conditions of Sale do not apply to orders by consumers and On-Line shop order.

(3) Any deviating provisions of the Clients do not apply, unless Blue Jay has consented to these in writing. This requirement to grant consent shall apply in any case, for instance also when Blue Jay, being aware of the General Business Conditions of the Client, carries out the delivery to the Client without reservations. Agreements concluded with the Client on a case-by-case basis (including subsidiary arrangements, supplements and amendments) in any case take precedence over these Conditions of Sale. For the contents of such agreements, a written contract or the written confirmation by Blue Jay shall be authoritative. Legally relevant declarations and notifications that have to be made by the Client against Blue Jay after the conclusion of the contract (e.g. setting of time limits, reminders, cancellation), must be made in writing be to legally valid.

(4) Vicarious agents and representatives of Blue Jay are not entitled to make any subsidiary arrangements in orally talk or talk with online chat software. If and to the extent that they nevertheless make oral subsidiary arrangements or make representations and warranties, which go beyond the scope of the written purchase contract, these always require written confirmation by Blue Jay to be legally valid.

(5) The business relations between Blue Jay and the Client are subject to the laws of the Republic People of China. The application of international uniform law, in particular of the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods) is excluded.

(6) With regard to the place of performance and the place of jurisdiction for any and all deliveries and payments as well as for any disputes arising between the parties from the contracts concluded between them the seat of Blue Jay in Chongqing, China shall be relevant. Blue Jay shall also be entitled to sue the Client at the Client’s place of business.

2.Conclusion of Contracts

(1) The Client may enquire about specific items by e-mail or via the contact form provided on Blue Jay’s website. Upon receipt of such an inquiry, Blue Jay shall submit a separate offer to the Client by e-mail.

(2) Any Offer of Blue Jay is always subject to change without notice and non-binding. The same applies, if Blue Jay has provided the Client with catalogues, documentation (e.g. drawings, plans, design, and cost estimations), other product descriptions or documents (including in electronic form) to which Blue Jay retains title and copyrights. Price information provided in the Online Shop or Chat on line also does not constitute an offer in the legal sense.

(3) The order of goods by the Client via PO sending or enquire request via e-mail shall be deemed a binding contractual offer. Blue Jay shall be entitled to accept this contractual offer within 5 days of its receipt by sending an order confirmation.

(4) Acceptance may be declared either in writing (e.g. by confirmation of the order in on-line shop) or by delivery of the goods to the Client. The documents belonging to the offer, e.g. illustrations, drawings, indications of weight and measures are, unless otherwise expressly agreed upon, only approximately authoritative.

(5) After confirmation of the order by Blue Jay, the Client is bound to the order and can only withdraw from the respective purchase contract in accordance with the statutory provisions.

(6) The employees, sales representatives, agents or other sales intermediaries of Blue Jay are not entitled to waive the requirement of obtaining a written order confirmation or to make any commitments which deviate in terms of content, or to give any guarantees.

3.Prices, VAT and Conditions of Payment

(1) Unless prices are agreed upon on an individual contract basis, the prices of Blue Jay in force and effect at the time of conclusion of the PI submitted. Prices are subject to VAT at the respective statutory rate, if VAT has to be charged.

(2) Forwarding costs, costs of transport and packaging as well as turnover tax on imports shall be borne by the Client. Blue Jay does not take back transport packaging and all other packaging; it becomes the property of the Client.

(3) Unless otherwise agreed upon on a case-by-case basis, Blue Jay’s invoices are due and payable net without deductions within 10 (ten) days of the date of the invoice. However, Blue Jay is entitled at any time, also within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. Blue Jay will declare a corresponding reservation at the latest with the order confirmation.

(4) Payments shall be made in the currency agreed upon at the time of the order. In the case of transfers from abroad, the Client shall always bear the bank charges incurred. In order to reduce the exchange rate risk, we recommend using a domestic account in China to transfer CNY directly for orders with a small amount.

Should the Client fail to pay on the due date/default in payment, Blue Jay is entitled to charge default interest in an amount of 80 basis points over the base interest rate. Blue Jay reserves the right to claim further damage caused by default.

(5) If, after conclusion of the contract, it becomes apparent that Blue Jay’s claim to the purchase price is jeopardized by the Client’s inability to perform, Blue Jay shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline.

(6) Blue Jay shall always issue an invoice to the Client, which shall be handed over to the Client upon delivery of the goods or otherwise received in e-text form.

4.Period of Delivery and Delay in Delivery

(1) The period of delivery is individually agreed upon or specified by Blue Jay upon the acceptance of the order. Compliance with the period of delivery by Blue Jay in this connection requires the performance of the contractual obligations by the Client.

(2) The periods of delivery indicated by Blue Jay, even if notified in writing, constitute only non-binding information. The expiry of certain periods of delivery does not relieve the Client from its obligation to define an appropriate grace period for the performance of the service and the declaration that it will refuse the performance after the expiry of the deadline. This does not apply, if and to the extent that Blue Jay has expressly and in writing designated a period of delivery or a deadline as a so-called “binding delivery date”.

(3) If Blue Jay is not able to comply with binding periods of delivery for reasons beyond its control (non-availability of performance), Blue Jay will inform the Client accordingly and at the same time inform it of the expected new period of delivery. If performance is also not possible during the new period of delivery, Blue Jay shall be entitled to withdraw from the contract in full or in part; any consideration by the Client will be reimbursed promptly by Blue Jay. The rights of cancellation and termination of the Client in accordance with section 7 of these Conditions of Sale shall remain unaffected.

(4) Blue Jay shall be entitled to make reasonable partial deliveries.

(5) The occurrence of delay in delivery by Blue Jay is determined in accordance with the statutory provisions. In any case, however, the Client is required to send a reminder. If Blue Jay is in default of delivery, the Client may demand lump-sum compensation for its damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each full calendar week of the delay, but in total not more than 5% of the delivery value of the goods delivered late. Blue Jay reserves the right to prove that the Client has incurred no damage at all or only significantly less damage than the aforementioned lump-sum.

(6) By concluding call orders or blanket orders, the Client shall be obligated to purchase the total quantity underlying the call order or blanket order. If no specific call dates result from the call or blanket order, the entire quantity shall be called within 12 months. If call-off dates are not met by the Client, Blue Jay shall be entitled, after giving written notice and pointing out the consequences of the failure to call-off, at its discretion to invoice the full total quantity and to store the goods at the Client’s expense until payment is made or to withdraw from the contract and claim damages.

5.Passing of the Risk, Dispatch

(1) The risk of accidental loss and accidental deterioration shall pass to the Client at the latest upon handover. However, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the Client upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.

(2) If delivery is delayed due to circumstances within the control of the Client, the risk passes to the Client from the date of readiness for dispatch; Blue Jay shall however be obliged, at the request and cost of the Client, to effect the insurance required by the Client.

(3) If the Client does not require a specific mode of shipping, Blue Jay shall be entitled to choose the mode of shipping way at its own discretion, without being obliged to choose the most inexpensive mode of shipping.

6.Counterclaims, Retention of Title

a) The Client shall be entitled to exercise rights of setoff or rights of retention only to the extent that its counterclaim has become res judicata or is undisputed. In the event of defective delivery, the counterclaims of the Client shall remain unaffected, in particular its right to withhold a share of the purchase price that is commensurate with such defect.

b) Blue Jay retains title to the goods until payment in full of the purchase price. The rules and regulations specified below shall be applicable in commercial operations only: The Client must not pledge the delivery item or transfer title to the item as security. In the event of seizure and attachment or any other orders or dispositions by third parties, it shall promptly inform Blue Jay accordingly.

c) In the event that the Client behaves in a way which is not in conformity with the contract, in particular in the case of non-payment of the purchase price that is due and payable, Blue Jay shall be entitled to revoke the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the revocation. If the Client does not pay the purchase price that is due and payable, Blue Jay may exercise these rights only, if Blue Jay has previously granted the Client an appropriate deadline for payment which has not been complied with, or if the setting of such deadline is unnecessary in accordance with the statutory provisions.

7.Liability for Defects

(1) As regards the rights of the Client in the event of any material defects and defects of title (including incorrect and short delivery) the statutory provisions apply, unless otherwise provided for in the following. The special statutory provisions applying in the case of final delivery of the goods to a consumer shall remain unaffected in any of these cases.

(2) The liability of Blue Jay for defects is primarily based on the agreement relating to the condition of the goods. The product descriptions designated as such, which have been handed to the Client prior to the placement of its order or which have been included in the agreement in the same way as these Conditions of Sale, are regarded as the agreement relating to the condition of the goods.

(3) The claims of the Client for defects require that it has complied with its statutory obligations to examine the goods and to make a complaint in respect of a defect immediately on receipt of the goods. Should any defect be detected upon examination or at a later time, this fact has to be notified promptly in writing to Blue Jay. Such notification is deemed to have been made promptly, if it is made within 1 week, with the timely dispatch of the notification being sufficient to observe the time limit. Irrespective of this obligation to examine the goods and to make a complaint, the Client must notify obvious defects (including incorrect delivery and short deliveries) within 1 week after delivery in writing, with the timely dispatch of the notification also in this case being sufficient to observe the time limit. Should the Client fail to perform a due and proper examination and/or fail to make a complaint, Blue Jay’s liability for any defect that has not been notified is excluded.

(4) In the event of justified notification of defects given within the specified deadline, Blue Jay will promptly subsequent delivery or removal of defects. Blue Jay is not obliged to make subsequent performance, if any actions have been taken or changes made to the goods without the consent of Blue Jay, unless the Client proves that the defect has not been caused by such actions and changes. In the event that subsequent performance is refused, fails or is unreasonable for the Client, the Client shall be entitled to rescind the purchase contract or to reduce the purchase price. No right of rescission applies in the case of an insignificant defect.

8.Exclusion of Liability

(1) Over and above the liability for material defects and defects of title, Blue Jay shall be liable without limitation, if the damage has been caused intentionally or by gross negligence. Blue Jay shall also be liable for negligent violation of material contractual obligations (obligations whose violation jeopardizes the attainment of the purpose of the contract) as well as for the violation of essential obligations (obligations, whose performance will enable the due and proper performance of the contract in the first place and on whose performance the Client as a rule relies), in each case however only for the foreseeable damage that is typical for this type of contract. Blue Jay shall not be liable for the negligent violation of obligations other than those mentioned above.

(2) The limitations of liability specified in the preceding paragraphs do not apply in the case of death, bodily injury or damage to health, any deficiency occurring after the assumption of warranty for the characteristics of the product and in the case of defects that have been fraudulently concealed.

(3) If the liability of Blue Jay is excluded or limited, this shall also apply to the personal liability of the employees, representatives and vicarious agents of Blue Jay.

(4) Any and all claims for damages asserted against Blue Jay, irrespective of their legal ground, shall be barred by the statute of limitations at the latest one year after delivery of the goods to the Client, in the event of liability in tort from the time of becoming aware of or grossly negligent ignorance of the circumstances giving rise to the claim and of the person liable for damages.

9.Intellectual Property Rights

(1) Blue Jay reserves the intellectual property rights and copyrights to any and all products, images and other documents provided by it. The Client may utilize any such documents only with Blue Jay’s prior express written consent, without any independent rights to any such advertising materials accruing to it.

(2) The Client undertakes and warrants that it will not violate any intellectual property rights of third parties (patents, licenses, trademarks, etc.) when request OEM/ODM serivce of the goods from Blue Jay.