Terms of service

These Terms and Conditions will apply to the purchase of the goods detailed in ourquotation (Goods) by the buver (you) from Xu Li Limited of 85 Great Portland Street, First Floor, London, England, W1W 7LT, Company Number 14719372, Vat number GB438449758 (we ours).These Terms and Conditions will be deemed to have been accepted by you whenyou accept them or the quotation or from the date of any delivery of the Goods(whichever happens earlier) and will constitute the entire agreement between us andyou.These Terms and Conditions and the quotation (together, the Contract) apply tothe purchase and sale of any Goods between us and you, to the exclusion of anyother terms that you try to impose or incorporate, or which are implied by tradecustom, practice or course of dealing.

Interpretation

A "business day" means any day other than a Saturday, Sunday or bank holiday inEngland and Wales.The headings in these Terms and Conditions are for convenienceonly and will not affect their interpretation.Words imparting the singular numberinclude the plural and vice-versa

Goods

The description of the Goods is set out in our sales documentation, unless expresslychanged in our quotation. In accepting the quotation you acknowledge that youhave not relied upon any statement, promise or other representations about theGoods by us. Descriptions of the Goods set out in our sales documentation areintended as a quide only.We can make any changes to the specification of the Goodswhich are required to conform to any applicable safety or other statutory orregulatory requirements.

Price

The price (Price) of the Goods is set out in our quotation current at the date of yourorder or such other price as we may agree in writing.lf the cost of the Goods to usincreases due to any factor beyond our control including, but not limited to, materiacosts, labour costs, alteration of exchange rates or duties, or changes to deliveryrates, we can increase the Price prior to delivery.Any increase in the Price under theclause above will only take place after we have told you about it.You may be entitledto discounts. Any and all discounts will be at our discretion.The Price is inclusive offees for packaging and transportation / delivery. We only sell to Hong Kong, Macau,.and Mainland of China outside the UK, the Price is exclusive of any applicable VAl(zero rate vat sales) and other taxes or levies which are imposed or charged by anycompetent authority.

Cancellation and Alteration

Details of the Goods as described in the clause above (Goods) and set out in ouisales documentation are subject to alteration without notice and are not acontractual offer to sell the Goods which is capable of acceptance.The quotation(including any non-standard price negotiated in accordance with the clause on Price(above) is valid for a period of 1 day only from the date shown in it unless expresslywithdrawn by us at an earlier time.Either of us can cancel the order for any reasonprior to your acceptance (or rejection) of the quotation.

Payment

We will invoice you for the Price either:

a. on or at any time after delivery of the Goods; orb. where the Goods are to be collected by you or where you wrongfully do not takedelivery of the Goods, at any time after we have notified you that the Goods areready for collection or we have tried to deliver them.You must pay the Price within 1day of the date of our invoice or otherwise according to any credit terms agreedbetween us.You must make payment even if delivery has not have taken place andor that the title in the Goods has not passed to you.lf you do not pay within theperiod set out above, we will suspend any further deliveries to you and withoutlimiting any of our other rights or remedies for statutory interest, charge you interestat the rate of 15% per annum above the base rate of the Bank of England from timeto time on the amount outstanding until you pay in full.Time for payment will be ofthe essence of the Contract between us and you.All payments must be made inBritish Pounds unless otherwise agreed in writing between us.Both parties must payall amounts due under these Terms and Conditions in full without any deduction orwithholding except as required by law and neither party is entitled to assertany credit, set-off and or counterclaim against the other in order to justifywithholding payment of any such amount in whole or in part.

Delivery

We will arrange for the delivery of the Goods to the address specified in thequotation, or your order or to another location we agree in writing.lf you do notspecify a delivery address or if we both agree, you must collect the Goods from ourpremises.Subject to the specific terms of any special delivery service, delivery cantake place at any time of the day and must be accepted at any time between 8 am to8 pm.lf you do not take delivery of the Goods we may, at our discretion and withoutprejudice to any other rights:

a. store or arrange for the storage of the Goods and will charge you for all associatedcosts and expenses including,but not limited to,transportation, storage andinsurance; and/or

b. make arrangements for the re-delivery of the Goods and will charge you for thecosts of such re-delivery; and/or

c. after 10 business days, resell or otherwise dispose of part or all of the Goods andcharge you for any shortfall below the price of the Goods.lf re-delivery is notpossible as set out above, you must collect the Goods from our premises and will benotified of this. We can charge you for all associated costs including, but not limitedto, storage and insurance.Any dates quoted for delivery are approximate only, andthe time of delivery is not of the essence. We will not be liable for any delay indelivery of the Goods that is caused by a circumstance beyond our control or yourfailure to provide us with adequate delivery instructions or any other instructionsthat are relevant to the supply of the Goods.We can deliver the Goods byinstalments, which will be invoiced and paid for separately. Each instalment is aseparate contract. Any delay in delivery or defect in an instalment will not entitle youto cancel any other instalment.

Risk and Title

The risk in the Goods will pass to you on completion of delivery.Title to the Goodswill not pass to you until we have received payment in full (in cash or cleared funds)for: (a) the Goods and/or (b) any other goods or services that we have supplied toyou in respect of which payment has become due.Until title to the Goods has passedto you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b)store the goods separately and not remove, deface or obscure any identifying markor packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactorycondition and keep them insured against all risks for their full price from the date ofdelivery.As long as the Goods have not been resold, or irreversibly incorporated intoanother product, and without limiting any other right or remedy we may have, wecan at any time ask you to deliver up the Goods and, if you fail to do so promptlyenter any of your premises or of any third party where the Goods are stored in orderto recover them.

Inspection and Acceptance of Goods

You must inspect the Goods on delivery or collection.lf you identify any damages orshortages, you must inform us in writing within 30 days of delivery, providingdetails.Other than by agreement, we will only accept returned Goods if we aresatisfied that those Goods are defective and if required, have carried out aninspection.Subject to your compliance with this clause and/or our agreement, youmay return the Goods and we will, as appropriate, repair, or replace, or refund theGoods or part of them.We will be under no liability or further obligation in relation tothe Goods if:

a. if you fail to provide notice as set above; and/orb. you make any further use of such Goods after giving notice under the clauseabove relating to damages and shortages; and/orc. the defect arises because you did not follow our oral or written instructions aboutthe storage, commissioning, installation, use and maintenance of the Goods; and/ord. the defect arises from normal wear and tear of the Goods; and/orthe defect arises from misuse or alteration of the Goods, negligence, wilful damageOre. any other act by you, your employees or agents or any third parties.You bear therisk and cost of returning the Goods.Acceptance of the Goods will be deemed to beupon inspection of them by you and in any event within 3 days after delivery.

lermination

We can terminate the sale of Goods under the Contract where:a. you commit a material breach of your obligations under these Terms andConditions;

b. you are or become or, in our reasonable opinion, are about to become the subjectof a bankruptcy order or take advantage of any other statutory provision for the

relief of insolvent debtors:

c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, orany other scheme or arrangement is made with your creditors; ord. you convene any meeting of your creditors, enter into voluntary or compulsoryliquidation, have a receiver, manager, administrator or administrative receivelappointed in respect of your assets or undertakings or any part thereof anydocuments are filed with the court for the appointment of an administrator notice ofintention to appoint an administrator is given by you or any of your directors or by aqualifying floating charge holder (as defined in para. 14 of Schedule B1 of theInsolvency Act 1986), a resolution is passed or petition presented to any court for thewinding up of your affairs or for the granting of an administration order, or anyproceedings are commenced relating to your insolvency or possible insolvency.

Limitation of Liability

Our liability under the Contract, and in breach of statutory duty, and in tortmisrepresentation or otherwise will be limited to this clause.Subject to the clausesabove on Inspection and Acceptance and Risk and Title, all warranties, conditions oiother terms implied by statute or common law (save for those implied by Section 12of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.lfwe do not deliver the Goods, our liability is limited, subject to the clause below, tothe costs and expenses incurred by you in obtaining replacement goods of similardescription and quality in the cheapest market available, less the price of theGoods.Our total liability will not, in any circumstances, exceed the total amount ofthe Price payable by you.We will not be liable (whether caused by our employeesagents or otherwise) in connection with the Goods, for:a. any indirect, special or consequential loss, damage, costs, or expenses, and/orb. any loss of profits; loss of anticipated profits, loss of business loss of data: loss ofreputation or goodwill; business interruption; or, other third party claims; and/orc. any failure to perform any of our obligations if such delay or failure is due to any

cause beyond our reasonable control; and/ord. any losses caused directly or indirectly by any failure or breach by you in relationto your obligations: and/or

e. any loss relating to the choice of the Goods and how they will meet your purposeor the use by you of the Goods supplied.The exclusions of liability contained withinthis clause will not exclude or limit our liability for death or personal iniury caused byour nealigence: or for any matter for which it would be illegal for us to exclude orlimit our liability; and for fraud or fraudulent misrepresentation.

Communications

All notices under these Terms and Conditions must be in writing and signed by or onbehalf of the party giving notice (or a duly authorised officer of that party).Noticeswill be deemed to have been duly given:a. when delivered, if delivered by courier or other messenger (including registeredmail) during the normal business hours of the recipient;b. when sent, if transmitted by fax or email and a successful transmission report orreturn receipt is generated:

c. on the fifth business day following mailing, if mailed by national ordinary mail: ord. on the tenth business day following mailing, if mailed by airmail.All notices underthese Terms and Conditions must be addressed to the most recent address, emailaddress or fax number notified to the other party.

Data Protection

When providing the Goods to the Buyer, the Seller may gain access to and/or acquirethe ability to transfer, store or process personal data of employees of the Buyer.Theparties agree that where such processing of personal data takes place, the Buyer shallbe 'data controller' and the Seller shall be the 'data processor' as defined in theGeneral Data Protection Requlation (GDPR) as may be amended, extended and/or re.enacted from time to time. For the avoidance of doubt, 'Personal Data'"ProcessingData Controller’'Data Processor'and 'Data Subject'shalhave the same meaning as in the GDPR.The Seller shall only Process Personal Data tothe extent reasonably required to enable it to provide the Goods as mentioned inthese terms and conditions or as requested by and agreed with the Buyer, shall notretain any Personal Data longer than necessary for the Processing and refrain fromProcessing any Personal Data for its own or for any third party’s purposes.The Sellershall not disclose Personal Data to any third parties other than emplovees, directorsagents, subcontractors or advisors on a strict "need-to-know" basis and only underthe same (or more extensive) conditions as set out in these terms and conditions or tothe extent required by applicable legislation and/or regulations.The Seller shallimplement and maintain technical and organisational security measures as arerequired to protect Personal Data Processed by the Seller on behalf of the BuyerFurther information about the Seller’s approach to data protection are specified inits Data Protection Policy, which can be found on our website. For any enquiries orcomplaints regarding data privacy, you can contact our Data Protection Officer at thefollowing e-mail address: admin@xulilimited.com

Circumstances beyond the control of either party

Neither party shall be liable for any failure or delay in performing their obligationswhere such failure or delay results from any cause that is beyond the reasonablecontrol of that party. Such causes include, but are not limited to: power failureinternet service provider failure, industrial action, civil unrest, fire, flood, stormsearthquakes, acts of terrorism, acts of war, governmental action or any other eventthat is beyond the control of the party in question.

No Waiver

No waiver by us of any breach of these Terms and Conditions by you shall beconsidered as a waiver of any subsequent breach of the same or any other provision.

Severance

If one or more of these Terms and Conditions is found to be unlawful, invalid orotherwise unenforceable, that / those provisions shall be deemed severed from theremainder of these Terms and Conditions (which will remain yalid and enforceable)

Authentication Guarantee Period

Within one year of purchase, if a customer questions the authenticity of an acquired item, they are required to promptly contact the Xu Li Limited Customer Care Team.Upon submission of substantial evidence supporting the claim, a full refund equivalent to 100% of the purchase amount will be issued to the customer.