1. Scope of Agreement

These Terms and Conditions of Sale (“Terms”) govern all sales of integrated circuits (ICs), semiconductor modules, end products, and software, or related  (“Products”), by High Tech Technology Limited (“HTT”), a company incorporated in Hong Kong, to any purchaser (“Buyer”). Any conflicting or additional terms proposed by Buyer are expressly rejected unless agreed in writing by HTT.

2. Orders and Acceptance

2.1 All orders are subject to acceptance by HTT in writing.

2.2 HTT reserves the right to allocate supply and schedule deliveries at its discretion.

2.3 No order shall be binding until HTT issues a written confirmation. 

3. Prices and Payment 

3.1 Prices are quoted in Hong Kong Dollars unless otherwise agreed.

3.2 Payment terms are 100% prepayment prior to shipment unless otherwise specified in writing by HTT.

3.3 Buyer shall be responsible for all applicable taxes, duties, and shipping charges.

3.4 Orders may be delayed or cancelled if payment is not received in full prior to shipment.

4. Delivery, Risk of Loss, Cancellations, Rescheduling, Modifications; No Returns

4.1 Delivery Terms: Unless otherwise agreed, delivery shall be Ex Works (Incoterms 2020) HTT’s facility in Hong Kong. Title and risk of loss pass to Buyer upon delivery to carrier.

4.2 Delivery Dates: Any delivery dates provided are estimates only. HTT shall not be liable for delays due to causes beyond its reasonable control, including supply chain disruptions, component shortages, or force majeure events.

4.3 Cancellations: Orders accepted by HTT may not be cancelled by Buyer without HTT’s prior written consent. If HTT consents to cancellation, Buyer shall pay reasonable cancellation charges, including costs incurred, commitments made, and lost profits.

4.4 Rescheduling: Buyer may request rescheduling of delivery dates only with HTT’s prior written approval. HTT reserves the right to accept or reject rescheduling requests based on production capacity, inventory, and supply chain considerations. Approved rescheduling may be subject to additional fees.

4.5 Modifications: Buyer may not modify orders (including quantity, specifications, or configuration) without HTT’s prior written consent. HTT reserves the right to adjust pricing, lead times, and other terms in response to any approved modification.

4.6 No Returns: Products (such as ICs, end products, and software) are sold on a final, non-returnable, and non-refundable basis. Software licenses are non-cancellable and non-refundable once delivered or activated.

5. No Warranty

5.1 HTT provides the ICs, end products, software, and related items “AS IS” with NO WARRANTIES of any kind, express or implied.

5.2 HTT disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

5.3 HTT does not warrant that the ICs, end products, or software will meet any requirements, be error-free, uninterrupted, defect-free, or that defects will be corrected.

5.4 Samples, prototypes, and evaluation items are provided strictly “AS IS” with no warranty.

5.5 HTT has no obligation to repair, replace, refund, or provide any remedy unless separately agreed in writing.

6. Limitation of Liability

6.1 HTT shall not be liable for indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

6.2 HTT’s total liability for any claim shall not exceed the purchase price of the Products giving rise to the claim.

6.3 These limitations apply even if HTT has been advised of the possibility of such damages.

7. Intellectual Property

7.1 No license, express or implied, to any intellectual property rights is granted by the sale of Products.

7.2 Buyer shall not reverse engineer, decompile, or disassemble software or ICs, or any others related, except as expressly permitted by law.

7.3 HTT retains all rights, title, and interest in its patents, trademarks, copyrights, and trade secrets.

8. Export Compliance

Buyer agrees to comply with all applicable export control laws and regulations of Hong Kong and other jurisdictions. Products may not be exported, re-exported, or transferred to prohibited destinations or end-users.

9. Use Restrictions

9.1 Products are not designed or authorized for use in life-support, medical, military, or nuclear applications unless expressly approved in writing by HTT.

9.2 Buyer assumes all risk and liability for such unauthorized use.

10. Termination

HTT may suspend or terminate any order if Buyer fails to comply with these Terms, including payment obligations.

11. Governing Law and Arbitration

11.1 These Terms shall be governed by and construed in accordance with the laws of Hong Kong. 

11.2 Any dispute, controversy, or claim arising out of or relating to these Terms shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with its rules.

11.3 The seat of arbitration shall be Hong Kong, and proceedings shall be conducted in English.

12. Miscellaneous

12.1 These Terms constitute the entire agreement between HTT and Buyer regarding the sale of Products.

12.2 No waiver or modification shall be valid unless in writing and signed by HTT.

12.3 If any provision is held invalid, the remaining provisions shall remain in full force and effect.