GENERAL.  Ellsworth Corporation (“Ellsworth”) is offering to provide the goods and/or services described herein (the “Products”) to the buyer to which this offer is addressed (“Buyer”), subject to the terms and conditions set forth here (the “Agreement”).  Buyer may not modify, change, renounce or waive any term or condition hereof without Ellsworth’s express written consent.

QUOTATION.  Written quotations are void unless accepted within 30 days from date of issue or as stated in the quotations.  Other Ellsworth publications are maintained as sources of general information and are not quotations or offers to sell.

CANCELLATION OR MODIFICATION; REPLACEMENTS.  Buyer may not cancel or modify its order excepted upon terms accepted by Ellsworth in writing.  In the event of any cancellation or modification, Buyer shall compensate Ellsworth for all costs and damages resulting there from, including, but not limited to, out-of-pocket expenses and lost profits.  No Products may be returned to Ellsworth without its prior, written authorization and Products may be returned only on the terms or conditions specified in such authorization.  Returned Products must be of current manufacture, unused, in resalable condition, and securely packed to reach Ellsworth without damage.  All cost incurred by Ellsworth to put Products in first class condition will be charged to Buyer.  All Product returned to Ellsworth shall be subject to a restocking charge plus the costs of freight, packaging, insurance and any import or export costs.  Ellsworth shall only accept Returned Products due to quality issue that Ellsworth shall provide replacements but no refund.

Delivery Dates: All delivery dates are approximate.  Delivery dates given by Ellsworth are based on prompt receipt of all necessary information regarding the order.  Ellsworth will use reasonable efforts to meet such delivery dates, but does not guarantee to meet such dates.  Failure by Ellsworth to meet any delivery date does not constitute a cause for cancellation and/or for damages of any kind.  Time for delivery shall not be of the essence.

Delivery Delays: In the event of delay in delivery requested by Buyer or caused by Buyer’s (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely manner; (d) requested changes; or (e) failure to provide documents required for Ellsworth to effect delivery, Ellsworth will store all Products at Buyer’s risk and expense.  Buyer shall pay all storage costs and expenses upon Ellsworth’s demand.

Claims: Claims for shortages or other errors must be made in writing to Ellsworth within seven days after Ellsworth’s delivery.  Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.

MICELLANEOUS.  Ellsworth reserves the right to correct clerical or similar errors relating to price or any other term shown in this Agreement.  The failure of Ellsworth to insist, in any one or more instances, upon performance of any of the terms, covenants and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or the future performance of any such term, covenant or condition.  The invalidity of any provision or clause of this Agreement shall not affect the validity of any other provision or clause hereof.

PRICE; TERMS.  Unless prices are stated on the face hereof, prices shall be the higher Ellsworth’s most recent quote to Buyer, prevailing market price, Ellsworth’s list price, or the last price charged by Ellsworth to Buyer for the Products.  Unless otherwise stated on the face hereof, prices are in HK Dollars, Ex work the HK Facility.  Ellsworth shall have no obligation to ship Product to Buyer unless Ellsworth shall have accepted the order and Buyer shall have paid for such order of Products in full prior to the time of delivery or as terms stated in the written quotations.

INSURANCE.  Buyer shall fully insure all materials delivered to Buyer from Ex Work Facility.

FORCE MAJEURE.  Ellsworth shall not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war major disaster, terrorism, third-party criminal acts, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws rules or rulings of any court or government, demand for goods exceeding Ellsworth’s available supply or any other cause beyond Ellsworth’s control.  In the event of any delay in delivery, failure to fill orders or other default or damage caused by any of the foregoing, Ellsworth may, at its option and without liability, prorate its deliveries, cancel all or any portion of the Agreement and/or extend any date upon which performance is due hereunder.

WAIVER.  No claim or right of Ellsworth under this Agreement will be waived or renounced in whole or in part unless the waiver or renunciation of such claim or right is acknowledged and confirmed in writing by Ellsworth.

LAW.  The Agreement shall be governed and interpreted in all respects in accordance with the laws of Hong Kong and Ellsworth hereby irrevocably submits to the jurisdiction of the Hong Kong Counts but Ellsworth reserves the absolute right to enforce this Agreement in the court of any other competent jurisdiction.