Terms of Use

These Terms and Conditions of Sale are a legal agreement (the “Agreement”) between you (“Buyer” or “you”) and COMPER, with its principal place of business at Fangheng times-B-1701. No10 Wangjing St., Chaoyang District, Beijing, 100102, China (“COMPER,” “we,” “us,” or “our”), establishing terms and conditions under which Buyer shall purchase COMPER products (“Products”). The earlier of the date Buyer first agrees to or accepts this Agreement, or that Buyer otherwise first orders any Products is referred to herein as the “Effective Date.” If Buyer’s order of Products is deemed an offer, COMPER’s acceptance is expressly conditional on Buyer’s acceptance of the terms of this Agreement; if COMPER deems the terms of this Agreement an offer, Buyer’s acceptance is expressly limited to the terms of this Agreement. Any additional terms or conditions (preprinted or otherwise) proposed by Buyer shall not become a part of this Agreement. Terms or conditions contained in Buyer’s purchase order or other form containing terms and conditions shall have no force or effect. This Agreement may be established through signature of both parties, through an on-line click through process via our website at www.comper.com (“Website”) or this Agreement may be established through Buyer’s agreement to COMPER’s quote or proposal referencing these Terms and Conditions of Sale.

BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, BEFORE YOU AGREE TO PURCHASE PRODUCTS, OR BEFORE YOU OTHERWISE INDICATE ACCEPTANCE OF THIS AGREEMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” BUTTON OR BY ORDERING THE PRODUCTS, YOU AGREE TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AS THE “BUYER.” IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICKS “I ACCEPT” AND DO NOT ORDER OR PURCHASE THE PRODUCTS.

1. General

These COMPER Terms and Conditions, all Addenda hereto (if any) issued by COMPER, the accompanying quotation or proposal issued by COMPER or its authorized representative in printed, electronic, on-line (on the Website or otherwise) or other form (a “Quote”, and collectively, the “Agreement”) shall exclusively govern COMPER’s sale of Products to you. When placing an order for the Products, you will be required to provide certain information, such as your address and billing information. You covenant that all such information is true and correct. All orders are subject to acceptance by COMPER. In the event of any conflict between a Quote and these Terms and Conditions, these Terms and Conditions shall control.

2. Price

Unless expressly stated otherwise in a Quote, the price(s) for the Products will be those listed in the accompanying Quote and expire thirty (30) days from the date thereof, unless sooner changed by COMPER on the Quote. Additional fees, terms and conditions may apply to access to the COMPER’s services associated with the Products. Unless expressly stated otherwise in a Quote, prices exclude all insurance, freight, federal, state and local taxes, GST, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by Buyer directly or, if paid by COMPER, shall be paid by Buyer to COMPER within 30 days of invoice of the same delivered by COMPER to Buyer. Buyer will be charged in full or invoiced at the time of order of each Product, as COMPER may determine on a case-by-case basis. Except as otherwise agreed in writing by COMPER, Buyer shall pay invoices in full within thirty (30) days of the date of invoice. All amounts not paid when due will accrue interest at the rate of 1.5% per month, or the maximum amount allowed by law, whichever is lower. If Buyer’s account is referred to an attorney or collection agency for collection, Buyer shall pay COMPER’s expenses incurred in such collection effort including, without limitation, reasonable legal fees and expenses.

3. Shipment

All sales shall be F.C.A. (Incoterms 2010) shipping point. Title (except for software, for which COMPER shall retain title) and risk of loss shall pass to Buyer upon the earlier of delivery of the Products to the Buyer or a carrier for shipment to the Buyer. COMPER will use reasonable efforts to meet requested shipping dates, but will not be liable for any failure to do so. All shipments will be made at Buyer’s risk.

4. Limited Warranty

(a) Limited Warranty

(b) Remedies

5. Limitation of Liability

(a) No Indirect Damages

(b) Limited Direct Damages

6. Intellectual Property;Software

(a) modify, copy, enhance, make derivative works of the Software or

(b) disassemble, decompile, reverse engineer or otherwise derive human readable code from the Software.

7. Use; Resale

(1) Buyer makes such sale pursuant to binding terms and conditions no less protective of COMPER and the Product than this Agreement,

(2) Buyer makes no representation or warranty on behalf of COMPER,

(3) Buyer fairly and accurately represents the Product at all times only in accordance with the express statements in COMPER’s written documentation, and

(4) Buyer ensures that this Agreement and COMPER’s user manual and all applicable warnings are delivered to each and every End User of the Product.

8. Force Majeure and Allocation

9. Governing Law; Dispute Resolution

10. Agreement to Arbitrate

11. Miscellaneous

COMPER Terms and Conditions of Sale Version: October 30, 2017

PLEASE CONTACT US IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS.

COMPER

Fangheng times-B-1701. No10 Wangjing St., Chaoyang District, Beijing, 100102, China

service@comper.com