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PRESTATION 02 [CONTRÔLE QUALITÉ]

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Terms and conditions of sale

Version in force as of 3 November 2026

These terms are written in French. In case of translation, the French version prevails.

Article 1 · Purpose and scope

1.1 These terms and conditions of sale apply to the services and sales of SupplyChine Limited, a company incorporated in Hong Kong whose registered office is Room 5003, 5/F, Yau Lee Centre, 45 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong, registered under number 79832280 (hereinafter "SupplyChine").

1.2 They are addressed exclusively to professionals (hereinafter "the Client"). SupplyChine does not contract with consumers.

1.3 They cover three forms of engagement:

1.4 The documents specific to each engagement prevail over these terms, in the following order: the services contract or the engagement letter, then the purchase order or the accepted proforma. These terms apply to everything those documents do not settle.

1.5 Signing an engagement letter, a contract or a purchase order, or accepting a proforma, constitutes acceptance of these terms. The Client's general conditions of purchase apply only if SupplyChine has accepted them in writing.

Article 2 · Formation of the contract

2.1 Each engagement begins with an engagement letter or a services contract setting out the requirement, the scope of work, the documents delivered and the financial terms.

2.2 The engagement letter is accepted by signature or by an email from the Client confirming agreement on scope and price. Unless stated otherwise, an offer remains valid for seven working days.

2.3 For a one-off assignment, the order for goods is firm as soon as the Client accepts the corresponding proforma. For a partnership, it is firm as soon as the Client approves the purchase order in writing.

2.4 No order is placed with a manufacturer without the Client's written agreement.

Article 3 · SupplyChine's undertakings

3.1 SupplyChine carries out its assignments with care and good faith, in the Client's interest. It is bound by an obligation of means for the search, verification and monitoring of manufacturers.

3.2 The verification of a manufacturer covers its legal existence, its licences and, for shortlisted manufacturers, a visit to its premises where the assignment provides for one. Certificates presented by a manufacturer are checked on documents, within the limits of the information available.

3.3 Each significant stage is recorded in a written document delivered to the Client: call report, factory visit report, purchase order, interim report or assignment report, depending on the engagement.

3.4 Where a requirement proves to have no satisfactory solution on the Chinese market, SupplyChine informs the Client without delay and proposes alternatives where possible.

Article 4 · The Client's undertakings

4.1 The Client provides a complete and accurate requirement: specifications, quantities, standards and certifications required, schedule and destination constraints.

4.2 The Client approves in writing the stages that bind it, in particular the choice of manufacturer, the order and the dispatch of the goods.

4.3 The Client acts as importer in the country of destination. It checks that the products comply with the rules applicable there, completes customs formalities and pays import duties and taxes, unless otherwise agreed in writing.

Article 5 · Prices

5.1 Prices are those of the engagement letter, the contract, the proforma or the purchase order. They are stated exclusive of tax, in the currency shown on the document.

5.2 In a one-off assignment, the price of the goods is a firm price that includes SupplyChine's remuneration. In a partnership, SupplyChine's remuneration is set by the services contract.

5.3 Shipping, insurance and third-party inspection costs are not included unless stated otherwise. They are communicated to the Client before any commitment.

Article 6 · Payment

6.1 The fees for a sourcing assignment are paid on order, before operations begin.

6.2 Goods are paid for according to the schedule shown on the proforma.

6.3 Payments are made by bank transfer. The sender's bank charges are borne by the Client. Where the Client pays in a currency other than that of the document, the exchange difference is borne by the Client.

6.4 SupplyChine does not advance funds on the Client's behalf. Any late payment delays production and shipment accordingly.

6.5 Payment security. SupplyChine's bank details appear on its proformas and invoices. SupplyChine never changes them by email alone. If you receive a request to change bank details, call us on the number shown in the legal notice before making any transfer.

Article 7 · Late payment

7.1 Any sum unpaid at its due date bears late payment interest automatically and without formal notice, at the rate shown on the invoice or, failing that, at 1.5 % per month.

7.2 The Client further reimburses the reasonable costs incurred in recovering the sums due.

7.3 In the event of late payment, SupplyChine may suspend performance of the assignment and of current orders until payment in full.

Article 8 · Lead times

8.1 Sourcing, production and transport lead times are indicative. They depend on how complete the requirement is and on the responsiveness of manufacturers and carriers.

8.2 The Chinese New Year and Golden Week holidays, at the beginning of October, close a large part of Chinese factories. SupplyChine takes this into account in the schedule proposed to the Client.

8.3 A delay gives rise to a penalty only where a penalty has been agreed in writing with the Client.

Article 9 · Pre-shipment inspection

9.1 Before shipment, SupplyChine inspects the goods on documents, on photos and videos, or at the factory, as the assignment provides. It sends its observations to the Client in writing.

9.2 The Client may request an inspection by a third-party body. SupplyChine arranges it against an accepted quotation.

9.3 No goods leave the factory without the Client's written approval.

9.4 SupplyChine's inspection checks that the goods match the order and the approved sample or specification. It replaces neither a technical expert's assessment nor the manufacturer's warranty.

Article 10 · Delivery, transport and transfer of risk

10.1 Delivery and transfer of risk follow the Incoterm® 2020 shown on the proforma or the purchase order. Failing that, the goods are delivered FOB, port of departure in China.

10.2 Transport is entrusted to third-party carriers. SupplyChine arranges transport and shipping documents where the assignment provides for it. Insurance of the goods may be taken out at the Client's request and expense.

10.3 On arrival, the Client checks the goods. It makes its reservations to the carrier in the form and within the time limits set by the transport contract, and informs SupplyChine in writing at the same time. SupplyChine assists the Client with its claims to the carrier and the insurer.

Article 11 · Conformity and warranty

11.1 Any non-conformity found on receipt is reported to SupplyChine in writing, with photographs, within eight working days of receipt.

11.2 In a one-off assignment, SupplyChine, as seller, is answerable for the conformity of the goods with the accepted proforma, under the conditions provided by law. It calls on the manufacturer's warranty to obtain replacement, repair or a credit note.

11.3 In a partnership, the goods are covered by the warranty granted by the manufacturer and set out in the purchase order. SupplyChine assists the Client in enforcing it: written claim, negotiation and follow-up of the replacement or repair.

Article 12 · Liability

12.1 SupplyChine is answerable for faults committed in performing its assignments. It is not answerable for damage resulting from an incomplete or inaccurate requirement, from late payment by the Client or from a decision taken by the Client against its written advice.

12.2 SupplyChine is not answerable for indirect damage, such as loss of operations, of turnover or of opportunity.

12.3 Save for gross or wilful misconduct, personal injury or cases where the law prohibits such a limit, SupplyChine's liability is limited, for a service, to the amount of the fees received for the assignment concerned and, for a sale, to the price of the goods concerned.

Article 13 · Confidentiality

13.1 SupplyChine and the Client keep confidential the technical, commercial and financial information they exchange. This obligation lasts for the duration of the assignment and two years after it ends.

13.2 SupplyChine passes on to manufacturers only the information necessary for their quotations and for production.

Article 14 · Manufacturers introduced

14.1 Identifying and verifying manufacturers represents the essential part of SupplyChine's work. Where SupplyChine introduces a manufacturer to the Client, the Client undertakes not to deal directly with that manufacturer, nor through a related company or a third party, during the assignment and for two years after it ends, unless SupplyChine agrees in writing.

14.2 A breach of this undertaking obliges the Client to compensate the loss suffered by SupplyChine, without prejudice to more specific clauses in the engagement letter or the contract.

Article 15 · Documents delivered

15.1 The comparisons, reports, visit reports and other documents produced by SupplyChine remain its property until the assignment has been paid for in full.

15.2 After payment, the Client may use them for its own needs. It may not pass them on to third parties without SupplyChine's written agreement.

Article 16 · Force majeure

16.1 Neither party is liable for a failure caused by an event of force majeure, that is to say an unforeseeable and irresistible event beyond its control, such as a natural disaster, an epidemic, an armed conflict, an administrative closure of a factory or an official export restriction.

16.2 The party prevented informs the other in writing within five working days. If the impediment lasts more than sixty days, either party may terminate the assignment without compensation, the sums due for work already carried out remaining payable.

Article 17 · Compliance and sanctions

17.1 SupplyChine and the Client comply with the applicable rules on the fight against corruption, money laundering and the financing of terrorism, as well as with sanctions and export control measures.

17.2 The Client warrants the lawful origin of the funds paid. SupplyChine may ask the Client for the supporting documents needed for its own checks.

Article 18 · Cancellation by the Client

18.1 The fees for an assignment that has begun remain payable to SupplyChine.

18.2 A firm order for goods may be cancelled only with the manufacturer's agreement. Any cancellation, storage or modification costs it claims are borne by the Client.

Article 19 · Personal data

SupplyChine processes the personal data of the Client and of its contacts in accordance with its privacy policy, available on its website.

Article 20 · Governing law and disputes

20.1 These terms and the contracts they govern are subject to the law of the Hong Kong Special Administrative Region, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention).

20.2 In the event of disagreement, the parties first seek an amicable solution for thirty days from its written notification.

20.3 Failing agreement, the dispute is brought before the courts of the Hong Kong Special Administrative Region, which have exclusive jurisdiction. Either party may nevertheless apply at any time to the competent court for urgent or protective measures.

Article 21 · Miscellaneous

21.1 If a clause is declared void, the other clauses remain applicable.

21.2 Failing to rely on a breach does not amount to a waiver of the right to rely on it later.

21.3 These terms are written in French. In case of translation, the French version prevails.

21.4 The applicable version is the one in force on the date of the order.

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