Terms & Conditions of Sale

TERMS AND CONDITIONS; ORDER OF PRECEDENCE. These Terms govern all sales of Products and Services by DragonTECH to Buyer and supersede any terms in Buyer’s purchase documents. In the event of conflict, the following order of precedence applies: (1) a fully executed master agreement (if any), (2) DragonTECH’s Quotation/Order Acceptance, and (3) these Terms.

TAXES. Prices are exclusive of customs duties, taxes, fees, and similar charges (including VAT/GST, sales, use, and withholding taxes). Buyer is responsible for all such amounts, except taxes based on DragonTECH’s net income. If withholding applies, Buyer shall gross up payments so DragonTECH receives the full invoiced amount. Buyer shall provide valid exemption certificates where applicable.

SHIPPING; TITLE AND RISK OF LOSS. The delivery term in DragonTECH’s Quotation/Order Acceptance is governed by Incoterms® 2020. Risk of loss passes per the applicable Incoterms rule. Title to Products passes upon the later of delivery under the applicable Incoterms rule and receipt of full payment. Delivery dates are estimates only; partial shipments may be made and invoiced separately, and each installment is a separate sale.

PAYMENT TERMS. Unless otherwise stated in the Quotation/Order Acceptance, amounts are invoiced upon order acceptance for prepayment by wire transfer or bank check/cheque in U.S. dollars, and must be received prior to shipment. For partial shipments, DragonTECH may invoice each installment separately. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, plus reasonable collection costs.

FORCE MAJEURE. Neither Party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, epidemic/pandemic, natural disasters, war, terrorism, civil unrest, labor disputes, government actions or sanctions, export or import restrictions, or widespread supply chain or utility failures. The affected Party shall promptly notify the other and use commercially reasonable efforts to mitigate. If such event lasts more than 90 days, either Party may terminate the affected orders without liability (except for payment for Products delivered or Services performed).

WARRANTY. DragonTECH warrants that Products it supplies will be free from defects in materials and workmanship under normal, authorized use for one (1) year from shipment. During the warranty period, DragonTECH will, at its option, repair or replace the defective Product with the same or equivalent Product, or refund the purchase price, provided Buyer notifies DragonTECH within the warranty period and follows DragonTECH’s RMA procedures. Replacement or repaired Products are warranted for the remainder of the original warranty period. This warranty excludes damage due to accident, abuse, misuse, improper installation or maintenance, unauthorized modification or repair, normal wear and tear, and consumables. Buyer is responsible for return shipping to DragonTECH; DragonTECH will pay return shipping on valid warranty claims. EXCEPT AS EXPRESSLY SET FORTH, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAGONTECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAGONTECH’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER FOR THE SPECIFIC PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL DRAGONTECH BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW (E.G., FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD).

COMPLIANCE WITH LAW. Buyer shall comply with all applicable laws and regulations, including anti‑corruption (e.g., applicable anti‑bribery statutes), sanctions, import/export, and labor/human rights laws, and shall maintain high commercial standards.

EXPORT CONTROLS. Buyer shall comply with all applicable export, re‑export, and anti‑boycott laws and regulations and shall not export, re‑export, transfer, or use Products contrary to such laws, including to prohibited destinations, end‑users, or for prohibited end‑uses (e.g., nuclear, missile, chemical/biological weapons). Buyer shall obtain any required licenses and will not place DragonTECH in violation of such laws.

CONFIDENTIALITY. The Parties shall keep confidential the pricing, these Terms, Quotations, and any non‑public technical, commercial, or other information disclosed by the other Party that is marked or reasonably understood to be confidential. Confidential information does not include information that is publicly available without breach, already known without restriction, independently developed, or rightfully received from a third party. If legally required to disclose, the receiving Party will give prompt notice (where lawful) and disclose only what is required. Each Party shall use the other’s confidential information solely to perform this Contract and shall return or destroy it upon request. This Section survives for five (5) years after disclosure (and indefinitely for trade secrets).

TERMINATION. Either Party may terminate this Contract or any order for material breach not cured within thirty (30) days after written notice, or immediately upon the other Party’s insolvency, bankruptcy, or similar proceedings. Termination does not affect accrued rights or obligations, including payment for delivered Products/Services. Upon termination, each Party shall return or destroy the other’s confidential information upon request.

ASSIGNMENT. Buyer may not assign this Contract, by operation of law or otherwise, without DragonTECH’s prior written consent (not to be unreasonably withheld). DragonTECH may assign this Contract, including to its affiliates or a successor in connection with a merger, reorganization, or sale of substantially all assets. Any prohibited assignment is void.

GOVERNING LAW AND DISPUTES. This Contract is governed by the laws of Macau, excluding its conflict‑of‑laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The courts of Macau shall have exclusive jurisdiction and venue. 

GENERAL. These Terms are the entire agreement between the Parties regarding the sale of Products/Services and supersede prior communications. Amendments must be in a signed writing by both Parties. Failure to enforce any provision is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in effect. The Parties are independent contractors. Headings are for convenience only.

SURVIVAL. Sections [Payment Terms], [Warranty], [Limitation of Liability], [Compliance with Law], [Export Controls], [Confidentiality], [Governing Law and Disputes], and [General] survive termination or expiration, together with any provisions that by their nature should survive.