DragonTECH

DT/ADM010/012007 DragonTECH Terms and Conditions of Sale

1. TERMS AND CONDITIONS

It is agreed that sales are made on the terms herein. These terms will supersede and take precedence over any terms or conditions which may appear on Buyer’s contract, order form, or other documentation for purchase of articles from DragonTECH.

2. TAXES

The prices of the Products or services provided are exclusive of any amount for governmental customs, taxes, fees or similar costs relating to the purchase, import and use of the Products which if payable will be borne by Buyer.

3. SHIPPING, TITLE AND RISK OF LOSS

The sale and delivery term set out in DragonTECH’s Quotation / Order Acceptance shall be construed in accordance with INCOTERMS 2000 edition. Title to the Products shall pass to Buyer concurrently with risk of loss. Delivery dates are best estimates only and are not guaranteed. DragonTECH reserves the right to make deliveries in installments. This agreement and the Buyer’s orders hereunder are severable as to such installments.

4. PAYMENT TERMS

Unless otherwise stated in the Quotation / Order Acceptance, all purchases shall be paid for in US dollars by telegraphic transfer, bank cheque or bank draft at the time of order. Any invoiced amount which is overdue will be charged with late interest at the rate of 1.5% per month on the outstanding balance which Buyer shall pay.

5. FORCE MAJEURE

Neither DragonTECH nor Buyer shall be responsible for delays or lack of performance resulting from events of force majeure which shall include but not limited to fire, flood, epidemic, earthquake, or other acts of nature; riot, war, hostility, public disturbance, strikes, prohibitions by or acts of governments or public agencies and all unforeseeable events beyond the reasonable control of the Parties, including events recognized as Force Majeure in general international commercial practice. If the Force Majeure event extends for more than ninety (90) days, either party may terminate this agreement or the outstanding part thereof without further liability to the other party.

6. WARRANTY

DragonTECH warrants that DragonTECH supplied Products are warranted against defects in material and workmanship under normal and authorized use and service for a period of One (1) year from date of shipment. DragonTECH, at its option, will at no charge either repair the Products or replace it with the same or equivalent products or refund the purchase price of the Products during the warranty period provided the Buyer notifies DragonTECH within the warranty period. Repaired or replaced Products are only warranted for the balance of the original applicable warranty period.

7. LIMITATION OF LIABILITY / INDEMNITY

DragonTECH’s total liability arising out of or related to this Contract and the sale of the Products, whether for breach of contract, indemnification, DragonTECH ‘s negligence, strict liability in tort or otherwise, is limited to the price of the particular equipment or software sold hereunder with respect to which losses or damages are claimed. IN NO EVENT WHETHER FOR BREACH OF CONTRACT, INDEMNIFICATION, NEGLIGENCE OR OTHERWISE SHALL DRAGONTECH BE LIABLE TO BUYER OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

8. COMPLIANCE WITH LAW

Buyer shall at all times conduct its efforts hereunder in strict accordance with all applicable laws and regulations and with the highest commercial standards.

9. EXPORT CONTROLS

Buyer agrees to comply with all applicable export laws, regulations and orders.

10. CONFIDENTIALITY

Buyer agrees to keep confidential all terms herein, all prices which are orally, written or otherwise quoted by DragonTECH, quotations conveyed to Buyer and all other proprietary information conveyed to Buyer by DragonTECH.

11. TERMINATION

Either party may terminate this Contract for default in the event that the other party fails to perform any material obligation imposed upon it, provided the non-breaching party gives the breaching party timely notice in writing and the breaching party does not effect a cure within thirty (30) days after such notice.

12. ASSIGNMENT

Buyer is not authorized to make any assignment of this Contract without DragonTECH ‘s prior written consent, which shall not be unreasonably withheld. Buyer understands that DragonTECH ‘s rights to assign are not restricted and that, in particular, this Contract may be assigned by DragonTECH to any of its affiliates.

13. DISPUTES AND GOVERNING LAW

This Contract shall be governed, construed and enforced in accordance with the substantive laws of Macau.

14. GENERAL

Buyer acknowledges that these terms of sale are the complete and exclusive statement of the agreement between the parties and supersede all prior communications between the parties relating to the sale of article hereunder. If any part of these terms is declared null and void, the remaining portions will remain in full force and effect. It is hereby agreed that the rights and obligations of the parties contained in sections 6, 7, 8, 9, 10 and 13 shall survive and continue after any termination or cancellation of this order and shall continue to bind the parties, their successors, their assigns and their legal representatives.