These terms and conditions of sale (“Agreement”) are between customer (“Customer” or “You”) and Teccelerates Limited (“Teccelerates”, “Company” or “We”), and will apply to your order and purchase of third-party hardware, software, and related third-party services (collectively, “Product”), and any services performed by Teccelerates as described in an order or statement of work (“Services”). This Agreement sets forth the rights and obligations of both Customer and Company, and shall govern all transactions between the parties unless otherwise stated in a separate written agreement executed by both parties.

1. Acceptance; Cancellation: By placing an order for Products and Services, you agree to be bound by and accept the terms of this Agreement. Any additional or differing terms or conditions proposed by you in your purchase order document or order acceptance will not become part of this Agreement and are hereby expressly rejected. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of this Agreement, Company’s quote, or any order or invoice. a. Orders and Cancellation: Customer’s order constitutes acceptance of Company’s offer to sell. Orders may be cancelled or terminated under the following conditions: a. Product: Cancellation of orders must be made in accordance with the cancellation or return policies of the manufacturer, publisher, or supplier of the Product. b. Services: Either party may terminate the performance of Services for cause if the other party fails to remedy a material breach within thirty (30) days after receipt of written notice of such breach. After Company performs a Service or delivers a Deliverable to Customer, if the Service or Deliverable does not meet the material requirements described in the order or statement of work, then Customer must provide Company with a written explanation within 5 days following the date of delivery. Failure to provide the written explanation within this 5-day period will be deemed acceptance of the Service and Deliverable by Customer.
2. Pricing and Payment: Prices are subject to change at any time prior to Company’s acceptance of Customer’s order. Payment terms are subject to Company’s credit approval. Customer agrees to pay the total purchase price for Products, plus tax and shipping (if not prepaid by Customer). Invoices must be paid in full within 30 days of the invoice date. Customer is responsible for all costs of collection, including reasonable attorney’s fees, for any payment default on undisputed invoices.
3. Credit/Late Payment: Customer must provide appropriate credit references upon request and authorize us to obtain credit history from such references. Teccelerates retains the right to decline to extend credit and to require that the applicable purchase price be paid prior to the provision of Product or performance of Services. Teccelerates reserves the right to charge interest of 1.5% per month or the maximum allowable by applicable law, whichever is less, for any undisputed past due invoices. Customer is responsible for all costs of collection, including reasonable attorneys’ fees, for any payment default on undisputed invoices. Teccelerates may terminate or suspend deliveries or all further work if payment is not received promptly.
4. Delivery and Title: Company will use commercially reasonable efforts to meet requested delivery times but does not guarantee delivery by a stated time and is not responsible for any damages due to delays. Product will be delivered to Customer at Customer’s designated facility, and title and risk of loss shall pass to Customer upon delivery. Customer grants a security interest in all Products purchased under this Agreement to secure payment in full.
5. Warranty Disclaimer: To the extent permitted by law, Company disclaims all warranties, express or implied, including without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, non-infringement, title, satisfactory quality, or arising from a course of dealing, law, usage, or trade practice. Customer waives any claims against Company based on product liability or infringement of intellectual property rights with respect to any Product. No employee of Company is authorized to make any representation or warranty on behalf of Company that is not in this Agreement.
6. Limitation of Liability: To the maximum extent permitted by applicable law, Company’s liability to Customer or any third party for any damages arising under this Agreement is limited to the total amount paid or to be paid by Customer for the Product or Services giving rise to the claim. In no event will Company be liable for any indirect, special, incidental, or consequential damages.
7. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region without giving effect to any choice of law rules. Any disputes arising under this Agreement shall be resolved exclusively by the courts of Hong Kong Special Administrative Region.
8. Arbitration: Any claim, dispute, or controversy arising from or relating to the Product or Services, the interpretation or application of this Agreement, or the relationships resulting from this Agreement shall be resolved by confidential and binding arbitration in Hong Kong Special Administrative Region. The arbitrator’s award shall be final and binding.
9. Force Majeure: Company shall not be liable for any delay or failure to fulfill its obligations under this Agreement if such delay or failure arises from causes beyond its reasonable control.
10. Notices: Any notice provided under this Agreement must be in writing and is considered received when sent to the address designated by the receiving party.
11. Entire Agreement: This Agreement supersedes any prior representations or agreements, oral or written, and all other communications between the parties relating to Customer’s order. Any conflicting additional or different terms contained in any other agreement are expressly rejected. By placing an order with Teccelerates, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions of sale.