STANDARD TERMS AND CONDITIONS OF SALE

These terms and conditions of sale (“Terms”) shall apply to all orders accepted by and all sales made including, without limitation the sale of the Products listed in a product quotation, order acceptance or invoice issued by ITALED (the “Seller”) to which these Terms are appended or which reference these Terms, to ITALED’s customers and/or third parties (“Buyer”) ordering such Products from ITALED or its authorized distributors and/or agent.  Buyer and Seller shall be referred to collectively as the “Parties” and each individually as a “Party”.

These Terms constitute the sole and entire agreement between the Parties with respect to the sale of the Products and the subject matter hereof, and supersedes all prior written and oral agreements, understandings, statements, representations between the Parties. Any addition, waiver or modification shall not be binding on ITALED unless in writing and signed by a duly authorized ITALED representative.

Should any of these individual Terms be or become invalid, this shall not affect the validity of the remaining provisions.

Information contained in catalogues, brochures and written materials of Seller, as well as any verbal statements, are not considered part of the purchase and sale unless they are specifically referred to in Seller’s written order confirmation.

1. Delivery, Prices and Payment Terms
   • Unless otherwise noted, prices of Products are ex-works Hong Kong SAR. The Buyer is responsible for all fees, taxes, shipping, handling and insurance or other charges arising from transportation of the Products for delivery to the Buyer.
   • Delivery is as per the conditions and obligations stated on ITALED’s order confirmation.
   • ITALED retains title to the Products, to have control over and the right to possession of the Products until the title thereto passes to Buyer, following full payment of the goods.
   • ITALED shall not be liable for delay in or non-performance of its delivery obligations hereunder, in whole or in part, if such performance is rendered impracticable by the occurrence of any contingency or condition beyond the control of either ITALED or ITALED’s suppliers, including without limitation war, sabotage, embargo, riot or other civil commotion, failure or delay in transportation, act of any government or any court or administrative agency thereof (whether or not such action proves to be invalid), labor dispute, accident, fire, explosion, flood or other casualty, shortage of labor, fuel, energy, raw materials or machinery or technical failure. If any such condition occurs, ITALED may allocate production and deliveries in any reasonable manner at its discretion.
   • All quotations issued by ITALED are subject to change at any time prior to acceptance of an order and expire forty-five (45) days from the date given.
   • The Sale Price(s) of the Products are as set forth in the invoice.
   • Payment terms shall be net thirty (30) days from date of invoice and shall be in EURO unless otherwise set forth in the invoice or agreed to by ITALED in writing.
   • Buyer agrees that all invoices shall be deemed accurate unless Buyer notifies ITALED of a bona fide error within five (5) working days of the date of such invoice.
   • Any invoiced amount which is not paid when due shall bear interest at the rate of one and one-half percent (1½%) per month or the highest rate then permitted by law, whichever is less, until paid in full.
   • ITALED reserves the right to put shipments on hold, suspend or terminate any Services or refuse to license Software, if payment is not received by the due date of any invoice and until ITALED receives such outstanding amounts.
   • In no event shall Buyer be entitled or permitted to offset, defer or deduct any amounts from the invoiced amounts unless ITALED determines they are erroneous following the notification process set forth above. The Buyer is not entitled to withhold or offset payment as result of warranty claims or any other claims.
   • ITALED may revise or discontinue a Product, Software or Service offerings at any time without prior notice to the Buyer.
   • Unless agreed by ITALED in writing, any service calls or other service work performed by ITALED shall be at Buyer’s expense in accordance with ITALED’s rates, unless otherwise covered by the ITALED Services offering subscribed by Buyer.
   • Without a written agreement to the contrary, a specified delivery date (e.g. as contained in the order confirmation) serves only as an estimated delivery date and is not a binding commitment by Seller for a specific delivery date. Seller will use reasonable efforts to deliver Goods as close to the specified delivery date as possible. In no event will seller be liable for any consequential or other damages resulting from late delivery.

2. Order Cancellation General Acceptance 
   • Any cancellation of orders or decrease in quantity must be previously authorized by ITALED.
   • All non-standard Products, or products which ITALED classifies as “custom products ” cannot be returned to ITALED.  Such customized products are Non-returnable, Non-refundable and cannot be Cancelled.  No request for cancellation, total or partial will be accepted by ITALED for any reason.

3. Acceptance & Product Returns
   • Buyer shall inspect Products promptly upon their receipt. Nonconformities visible upon receipt have to be noted on the delivery note and/or Waybill presented by the delivering carrier. Unless Buyer notifies ITALED in writing within two (2) business days after the receipt of Products that the Products are nonconforming, describing the nonconformity in commercially reasonable detail, Buyer shall be deemed to have accepted the Products. Buyer may not revoke its orders or acceptance of Products and shall be barred from any remedy not explicitly set forth herein.
   • Any return of products must be previously authorized in writing by ITALED.
   • All returned products must be in original packaging and properly packaged. All returned products must be returned pursuant to ITALED’s instructions.

4. Software & Services
   • The Products may also include “Software”, defined as any library, utility, tool or other computer or program code whether installed locally on the Product hardware or otherwise accessed by Buyer through the internet or other remote means (such as websites, portals and cloud-based solutions), including any related documentation. Software may be subject to the separate software license agreements accompanying the software, along with any product guides, operating manuals or other documentation.
   • Buyer may not copy, modify or create a derivative work, collective work or compilation of the Software, any may not reverse engineer, decompile or otherwise attempt to extract the code of the Software or any part thereof Buyer may not (i) license, sell, assign, sublicense or otherwise transfer or encumber the Software.
   • With respect to Software provided or otherwise made available to Buyer by ITALED in connection with the Products or related Services, it may be necessary for ITALED to perform scheduled or unscheduled repairs or maintenance or remotely patch or upgrade the Software, which may temporarily degrade the quality thereof or result in partial or complete outage of the Software. ITALED provides no assurance that Buyer will receive advance notification of such activities or that the Services or Software will be uninterrupted or error-free.

5. Warranty
   • The Products sold by ITALED must be used only and exclusively for the purpose indicated by the buyer’s original request.
   • For the avoidance of doubt, the Products include or contain “Components” which are defined herein as any LED driver power electronics that cannot be used stand-alone and must be embedded in a product or similar product to function.
   • The Buyer must comply with the specifications of the products or of ITALED.
   • The Products or software sold by ITALED are not designed for use in appliances or  hazardous environments requiring fail-safe performance (including medical applications (including without limitation cardiac pacemakers, defibrillators, electrodes, leads, and programmers, and components therefor), aircraft  navigation or communication systems, air traffic control, nuclear facilities or applications or any other application in which the failure of the products, software or services could lead directly to death, personal injury or severe physical or property damage.
   • ITALED expressly disclaims any express or implied warranty of fitness for such aforementioned applications. ITALED warrants that its LED drivers and Control Modules (each, a “Product,” and collectively, the “Products”) are free from defects in materials and workmanship and will perform in accordance with each Product’s  specifications for a period of five (5) years from the date of manufacture by ITALED (the “Warranty Period”), so long as each Product is properly installed, maintained, operated, stored and utilized:

(a) as specified in ITALED’s specification sheet for such Product; and

(b) in accordance with the National Electrical Code, the Underwriters Laboratories, Inc. Standards for Safety, international electrical standards or certifications overseeing the certification of such Product.

• This limited warranty does not apply to any damage from or failure of any Product arising from the operation of such Product at temperature and voltage limits exceeded the nominal rating of the ITALED’s specification sheet for such Product or from any other form of misuse, abuse, lightning, electrical surges or any cause not originating by such.
• This limited warranty does not apply to products repaired or altered other than the ITALED.
• Additionally, this limited warranty is only available to the original purchaser or first end-user purchaser of any Product (each, a “Purchaser”). Following any claim made during the Warranty Period by a Purchaser with respect to the failure of any Product to comply with the terms of this limited warranty, if a Purchaser returns such Product to ITALED or to ITALED’s authorized reseller of such Product, and if ITALED determines through an agreed upon testing procedure that such Product is defective, then ITALED shall replace such defective Product in a reasonably prompt manner. In that regard, the replacement of any Product by ITALED shall be Purchaser’s sole and exclusive remedy, and ITALED shall not be responsible for Purchaser’s costs relating to the removal of any defective Product or reinstallation of any replacement Product, including without limitation, any and all shipping, labor or other ancillary costs and expenses incurred by Purchaser.
• This limited warranty set constitutes the exclusive remedy for a Buyer and in NO event shall ITALED’s liability exceed the original purchase price paid by the Buyer for the Product.
• The Buyer indemnifies and hold harmless ITALED and the manufacture of the product, to the fullest extent permitted by law from any liability, damage, change or cost deriving from the Buyer’s failure of non-observance.

THIS LIMITED WARRANTY IS VOID IF THE DAMAGE TO THE ITALED’S PRODUCT (i) WAS CAUSED BY LIGHTINING OR OTHER ACTS OF GOD OUTSIDE OF ITALED’S CONTROL or (ii) RESULTS FROM ANY VOLTAGE EMANATING FROM OUTSIDE OF THE ITALED’S PRODUCT IN EXCESS OF THE RATED VOLTAGE.

6. Proprietary Information & Rights
   • “Proprietary Information” includes any information of a confidential or proprietary nature obtained from ITALED and any information obtained from ITALED which is not readily available to others in the public domain.
   • Production documents, such as plans, drawings and other technical documents as well as samples, catalogues, brochures, illustrations and the like shall at all times remain the property of the ITALED as well as any intellectual property rights associated with such plans, drawings etc.
   • ITALED retains all rights, title and interest in the Products, Software, methods by which the Services are performed, the processes that make up the Services and any Materials, all other Proprietary Information and all documentation which contains Proprietary Information, including the intellectual property (including all copyrights, patents, trademarks, trade secrets and trade dress) embodied therein and the methods and the processes incorporated therein, shall belong solely and exclusively to ITALED or the applicable suppliers or licensors, and Buyer shall have no rights whatsoever in any of the above, except as expressly granted in these Terms.
   • Any and all Intellectual Property Rights including but not limited to Trademarks, designs & patents, belonging to ITALED are not transferred with the Products. Neither will these Terms nor any purchase of Products hereunder, be construed to confer upon the Buyer or its customers any license under any patent or other proprietary rights of ITALED, except the right to use such Products for the purposes for which they are sold.
   • ITALED is not liable for any infringement of existing or future patents or other rights of third parties which may result from the use of the product.

7. Confidentiality
   • Buyer shall not disclose, duplicate or reproduce, modify, remove, delete, augment, add to, publish, transmit, adapt or reverse engineer, decompile or disassemble the Products, the Software or Materials or any portion thereof or any other Proprietary Information nor shall Buyer use any Proprietary Information other than in the course of exercising its rights or performing its obligations hereunder. Buyer shall take all reasonable steps to prevent the disclosure, duplication or reproduction of any Proprietary Information. Notwithstanding the foregoing, Buyer shall not be required to refrain from disclosing or using any Proprietary Information which has become known to Buyer if the original source of such Proprietary Information was not ITALED or any person or party affiliated with ITALED or having an obligation of confidentiality to ITALED.

8. Notices
   • All notices and other communications hereunder shall be in writing and be mailed by first-class, registered or certified mail, postage prepaid, to the Parties hereto at their respective designated addresses as set forth in the Quotation, subject to either party’s right to change such address upon ten (10) days’ prior written notice.

9. Applicable Law, Jurisdiction & Venue
   • These Terms are prepared executed and will be interpreted in English only.
   • These Terms and their binding contractual obligations shall be construed by the laws of the HONG KONG SAR and the exclusive jurisdiction of the Hong Kong Courts.
   • In the event that a Buyer is incorporated outside Hong Kong, then any dispute or claim arising under these Terms shall be resolved by (a) arbitration in Hong Kong pursuant to the Hong Kong International Arbitration Centre (“HKIAC”) Administered Arbitration Rules (“Rules”) in force when the Notice of Arbitration is received by the HKIAC, if the Company is headquartered in Asia; or (b) administered by arbitration rules of the International Chamber of Commerce, and in any event conducted in the English language by three arbitrators, save that the parties agree to waive any right of appeal against the arbitration award. Each party acknowledges that any actual or threatened breach of these terms or this Agreement may constitute immediate, irreparable harm to the other party for which monetary damages would be an inadequate remedy, and that injunctive.
   • No information concerning an arbitration, beyond the names of the parties and the relief requested, may be unilaterally disclosed to a third party by any party unless required by law. Judgment upon any award rendered by the arbitrator may be entered in any court of competent jurisdiction.
   • Arbitration fees and any other legal fees and/or expenses during and/or following the decision of the arbitration panel will be shared equally between the Parties.

Any Quotation, agreements or amendments must be in writing and may be signed in counterparts, including by electronic signature, each of which shall be considered an original.

ITALED reserves the right to change these terms and conditions of sale without notice. The current version of these Terms and Conditions can be found on ITALED’s web site at http://www.itlaed.com/ Buyer is urged to consult that site for the current  version of these Terms and Conditions.