Terms & Conditions

1.1 Buyer means Lionstone Distribution Limited and/or any affiliate named as buyer on the Purchase Order ("PO").

1.2 Supplier means the entity supplying Goods and/or Services under the PO.

1.3 Goods means all goods, materials, products, parts, components, packaging, documents, and other deliverables to be supplied under the PO.

1.4 Services means any services, works, inspections, testing, certifications, logistics support, or other services to be supplied under the PO.

1.5 Contract means the binding agreement formed by the PO together with these GCP and any documents incorporated by express reference under the order of precedence in clause 3.

1.6 Incoterms means Incoterms® 2020 (or such later version expressly stated in the PO).

1.7 Confidential Information means all non-public information disclosed by or on behalf of Buyer, including pricing, sourcing, customers, routes, documentation, specifications, drawings, samples, and business plans.

1.8 Headings are for convenience only and do not affect interpretation. Including means "including without limitation".

2.1 Application and incorporation

These General Conditions of Purchase ("GCP") apply to and govern all purchases of Goods and Services by Buyer and are incorporated into and form part of each PO issued by Buyer. The version of the GCP in effect on the date of issue of the relevant PO shall apply unless expressly varied by a written agreement signed by an authorised representative of Buyer.

2.2 Exclusion of Supplier terms

Any terms or conditions proposed or referred to by Supplier, whether contained in or referenced by a quotation, order acknowledgement, confirmation, invoice, delivery note, website, catalogue, email, portal, or other document or communication, are expressly rejected and excluded and shall have no force or effect, regardless of when or how they are provided, unless Buyer has expressly agreed to such terms in a written instrument that:

• (a) is signed by an authorised representative of Buyer;
• (b) expressly references the relevant PO; and
• (c) specifically identifies the Supplier terms (or provisions) that are agreed to apply.

2.3 No acceptance of Supplier terms by Buyer conduct

Buyer's acceptance of Goods or Services, payment of any invoice, or other performance under a PO shall not constitute acceptance of any Supplier terms.

3.1 Formation and acceptance

A binding contract ("Contract") is formed upon the earliest to occur of Supplier:

• (a) issuing a written acceptance of the PO;
• (b) commencing manufacture, procurement, or other performance of the Goods or Services;
• (c) shipping, delivering, or making available for delivery any Goods; or
• (d) performing any Services.

3.2 No acceptance on Supplier terms

Any purported acceptance by Supplier that is expressed to be "subject to", "on", or otherwise conditional upon Supplier terms and conditions shall be deemed a counter-offer that is rejected by Buyer. Any performance by Supplier following receipt of the PO shall constitute unconditional acceptance of the Contract strictly on Buyer's terms.

3.3 No acceptance by invoicing or payment

The issuance of any invoice, request for payment, or similar document by Supplier, and/or payment by Buyer, shall not constitute acceptance, variation, or agreement to any Supplier terms.

3.4 Order of precedence

In the event of any inconsistency or conflict between the documents forming part of the Contract, the following order of precedence shall apply (highest priority first):

1. any written master, framework, or supply agreement signed by both parties and expressly stated to govern the relevant PO;
2. any written amendment or addendum signed by an authorised representative of Buyer that expressly modifies the PO and/or these GCP;
3. the PO, including its line items, Incoterms, specifications, statements of work, and special instructions;
4. these GCP;
5. Buyer-issued quality, packaging, labelling, compliance, or technical instructions expressly referenced in the PO; and
6. any other documents, but only to the extent they do not conflict with items (1)–(5).

3.5 No modification by course of dealing

No course of dealing, trade usage, prior practice, or prior communications between the parties shall modify, supplement, or override the Contract unless expressly agreed in accordance with clause 2.2.

4.1 Firm and fixed pricing

The prices stated in the PO are firm, fixed, and non-adjustable for the duration of the PO unless the PO expressly provides otherwise in writing. Supplier shall not increase prices, substitute materials, modify specifications, alter scope, or change methods of performance without Buyer's prior written approval expressly referencing the relevant PO.

4.2 All-inclusive pricing

Unless expressly stated otherwise in the PO, prices are deemed to be all-inclusive, covering all costs incurred by Supplier in performing the Contract, including materials, labour, overhead, packaging, handling, compliance, documentation, and delivery in accordance with the applicable Incoterm.

4.3 No additional charges without approval

Buyer shall have no obligation to pay any surcharges, tooling or setup fees, minimum order charges, storage fees, demurrage or detention, expedited handling fees, fuel surcharges, currency adjustments, or other additional or ancillary charges unless:

• (a) such charges are expressly itemised in the PO; or
• (b) Buyer has expressly approved them in writing in advance, referencing the relevant PO.

4.4 No reliance on estimates or quotations

Any quotation, estimate, or proposal issued by Supplier is non-binding unless expressly incorporated into the PO. In the event of any inconsistency, the PO and this Contract shall prevail.

5.1 Payment terms

Payment terms shall be as stated in the PO. If no payment terms are stated in the PO, payment shall be due sixty (60) days from the later of:

• (a) Buyer's acceptance of the Goods or Services in accordance with this Contract; and
• (b) receipt by Buyer of a valid and complete invoice complying with clause 5.2.

5.2 Invoicing requirements

Each invoice shall:

• (a) clearly reference the relevant PO number;
• (b) accurately and precisely describe the Goods and/or Services supplied;
• (c) state the applicable unit prices and totals consistent with the PO; and
• (d) be accompanied by all documents required under the Contract or the PO, as applicable, including packing lists, transport documents (bill of lading or air waybill), certificates of origin or conformity, inspection or test reports, and any other documents required for customs clearance or verification of compliance.

An invoice that does not comply with this clause shall be deemed invalid and may be rejected or returned for correction, and no payment obligation shall arise until a valid invoice is received.

5.3 No acceptance or waiver by payment

Payment of any invoice shall not constitute acceptance of the Goods or Services, nor shall it waive any rights or remedies of Buyer under the Contract.

5.4 Set-off rights

Buyer may, to the extent permitted by applicable law, set off or deduct from any amounts payable to Supplier any amounts owed or payable by Supplier to Buyer under this Contract or any other agreement between the parties, including amounts arising from credits, chargebacks, damages, indemnity claims, overpayments, returns, or other bona fide claims.

5.5 Disputed invoices

Where Buyer disputes any portion of an invoice in good faith, Buyer may withhold payment of the disputed portion without liability or prejudice to its rights or remedies. Buyer shall pay any undisputed portion of the invoice in accordance with the Contract.

6.1 Prices are exclusive of VAT/sales tax unless the PO states otherwise. Supplier is responsible for all taxes imposed on Supplier's income, production, or supply of Goods/Services.

6.2 Where withholding tax applies by law, Buyer may withhold and remit the required amount and provide evidence of remittance where available. Supplier shall cooperate to provide residency certificates or forms reasonably required to reduce withholding where lawful.

7.1 Incoterms control. The delivery term on the PO (including named place/port) governs and prevails over any Supplier document.

7.2 Time is of the essence. Delivery dates are strict. Supplier must promptly notify Buyer of any risk to schedule and provide a recovery plan.

7.3 No early/partial shipment without consent. Supplier must not ship early, ship partial, or substitute carriers/routes without Buyer's written approval where the PO requires it.

7.4 Documentation. Supplier must provide complete and accurate shipping and trade documentation as required by Buyer and applicable law, including (as relevant): commercial invoice, packing list, certificate of origin, insurance documents (if Supplier responsible), test/certification documents, MSDS/SDS, dangerous goods declarations, and any other documents necessary for customs clearance and bank presentation (including under LCs).

8.1 Risk Risk of loss of or damage to the Goods shall pass strictly in accordance with the applicable Incoterm and the named place or port specified in the PO.

8.2 Title Legal and beneficial title to the Goods shall pass to Buyer upon delivery of the Goods in accordance with the applicable Incoterm at the named place or port specified in the PO, free from all liens, charges, encumbrances, and security interests, unless the PO expressly states a different title-transfer point agreed in writing by Buyer.

8.3 Rejection of retention of title Any reservation or retention of title, security interest, or similar right asserted by Supplier in respect of the Goods (including under Supplier standard terms or invoice wording) is expressly rejected and shall have no effect, unless expressly agreed in a written amendment signed by an authorised representative of Buyer.

8.4 No third-party title claims Supplier warrants that it has, and will pass, good title to the Goods and that the Goods are not subject to any third-party ownership claims, liens, or security interests. Supplier shall indemnify Buyer against any loss arising from breach of this warranty.

8.5 Effect of acceptance or payment Payment for the Goods shall not constitute acceptance for the purposes of inspection, conformity, or warranty rights, which are governed by clause 9.

9.1 Inspection and audit rights

Buyer (and its authorised representatives) may, upon reasonable prior notice, inspect and audit the Goods and the performance of the Services at reasonable times:

• (a) before manufacture or commencement of Services;
• (b) during manufacture, processing, or performance;
• (c) prior to shipment or delivery; and
• (d) after delivery,

including at Supplier's facilities and, where relevant, at approved subcontractor facilities, to the extent necessary to verify conformity with the Contract.

9.2 Conditions of access

Inspections shall be conducted:

• (a) in a manner that does not unreasonably interfere with Supplier's operations;
• (b) in compliance with Supplier's reasonable safety, security, and confidentiality requirements notified in advance; and
• (c) subject to reasonable third-party access restrictions, provided such restrictions do not materially prevent verification of conformity.

9.3 No waiver

Inspection, audit, review, or failure to inspect does not constitute acceptance of the Goods or Services and does not waive any rights or remedies of Buyer.

9.4 Costs of inspection

Routine inspections shall be at Buyer's cost. Any inspection, re-inspection, or audit arising from actual or suspected non-conformity shall be at Supplier's cost.

9.5 Acceptance

Acceptance occurs only after Buyer has had a reasonable opportunity to inspect and confirm conformity. Payment, delivery, or receipt does not constitute acceptance.

9.6 Non-conformity remedies

If the Goods or Services do not conform to the Contract, Buyer may exercise any remedies available under the Contract or law, including rejection, repair, replacement, re-performance, refund, credit, and procurement of substitute goods or services, without prejudice to any other rights or remedies.

9.7 Supplier response timelines

Where Buyer notifies Supplier of suspected or actual non-conformity:

• (a) Acknowledgement: Supplier shall acknowledge receipt and provide initial containment/triage steps within two (2) business days.
• (b) Corrective Action Plan (CAPA): Supplier shall provide a written corrective action plan (root cause, corrective actions, preventive actions, owners, and dates) within five (5) business days.
• (c) Replacement / rework timing: Supplier shall complete replacement, rework, repair, or re-performance without undue delay and in any event within the timeline stated by Buyer acting reasonably having regard to Buyer delivery commitments and customer requirements.

9.8 Returns and freight

Where Goods are rejected or returned due to non-conformity or Supplier breach:

• (a) Supplier shall bear all costs of return freight, handling, insurance, re-packaging, re-delivery, re-inspection, and any related logistics costs.
• (b) Supplier shall provide return instructions and any required authorisations within two (2) business days of Buyer's request. If Supplier fails to do so, Buyer may arrange return or disposal at Supplier's cost.
• (c) Any replacement Goods shall be delivered at Supplier's cost using the same Incoterm basis as the original PO unless Buyer agrees otherwise in writing.

9.9 Over-shipments, under-shipments, and substitutions

Supplier shall not substitute Goods, ship partial shipments, or ship quantities exceeding the PO without Buyer's prior written consent. Buyer may reject any unauthorised over-shipment or substitution and return it at Supplier's cost.

9.10 Recall and field corrective action

If Goods may present a safety, regulatory, or customer risk, Supplier shall promptly notify Buyer upon becoming aware of any defect, hazard, non-compliance, or recall risk and shall cooperate fully with containment, recall, and corrective action measures. To the extent caused by Supplier breach or non-conformity, Supplier shall bear Buyer's reasonable costs arising from such actions.

10.1 Supplier warrants strict conformity to PO requirements, specifications, drawings, samples, and Buyer instructions.

10.2 Supplier must maintain an effective quality management system appropriate to the Goods/Services and keep production and test records for at least seven (7) years (or longer if required by law or the PO).

10.3 Supplier must not change materials, components, sub-suppliers, manufacturing location, process, tooling, software/firmware, packaging, labelling, or quality plan without Buyer's prior written approval.

11.1 General warranties

Supplier warrants and represents that all Goods and Services supplied under the Contract shall:

• (a) strictly conform in all respects to the requirements of the Contract, including the PO, specifications, drawings, samples, statements of work, and Buyer instructions;
• (b) be new (unless otherwise expressly agreed), of merchantable quality, free from defects in design (to the extent Supplier is responsible for design), materials, workmanship, and title; and
• (c) comply with all applicable laws, regulations, standards, and industry best practices, including those relating to safety, labelling, hazardous materials, transport, import/export, and environmental protection.

11.2 Fitness for purpose

Supplier acknowledges Buyer relies on Supplier's skill, expertise, and judgment. Supplier warrants the Goods and Services shall be fit for any purpose:

• (a) expressly communicated by Buyer to Supplier; and/or
• (b) reasonably contemplated by the parties having regard to the nature of the Goods or Services and Supplier's knowledge of Buyer's intended use and customer requirements.

11.3 No displacement by specifications

The provision of specifications, drawings, samples, testing requirements, or approval by Buyer does not relieve Supplier of responsibility for fitness for purpose, defects, or non-conformity, except where a defect is caused solely by a mandatory design requirement originated by Buyer and followed precisely by Supplier without deviation.

11.4 Warranty period

The warranty period shall be the longer of:

• (a) twenty-four (24) months from Buyer's acceptance;
• (b) any longer period stated in the PO; or
• (c) any longer period required by applicable law.

11.5 Warranty remedies

If any Goods or Services fail to comply with this clause 11, Buyer may, at its option and without prejudice to any other rights or remedies:

• (a) require repair, replacement, or re-performance;
• (b) reject the Goods or Services;
• (c) require a refund or credit; and/or
• (d) recover reasonable costs and losses arising from the breach, including inspection, rework, replacement, logistics, and downstream customer costs.

11.6 Non-excludable warranties

These warranties are in addition to, and do not exclude or limit, any warranties or remedies implied by law to the extent such exclusion or limitation is not permitted.

12.1 Supplier shall comply with all applicable laws and regulations in connection with performance, including anti-bribery/anti-corruption, sanctions, export controls, customs laws, labour laws, and environmental laws.

12.2 Supplier shall not offer, promise, authorise, or provide any improper payment or advantage to any person (including public officials) in connection with the Contract.

12.3 Supplier represents it is not owned or controlled by, and does not deal with, sanctioned parties in a manner prohibited by applicable sanctions laws. Supplier shall promptly notify Buyer of any sanctions or export-control issue affecting the Goods/Services or routes.

12.4 Upon request, Supplier shall provide reasonable compliance information (end-use statements, origin information, HS code suggestions, compliance certificates) for Buyer's due diligence.

13.1 Where the PO requires payment by Letter of Credit ("LC") or other bank instrument, Supplier shall strictly comply with documentary requirements and deadlines.

13.2 Supplier acknowledges that documentary discrepancies may cause non-payment or delay. Supplier bears all costs arising from Supplier-caused discrepancies, late presentation, or non-compliant documents.

13.3 Supplier must not ship, present, or invoice in a manner that conflicts with LC terms without Buyer's prior written instruction.

14.1 Supplier shall package Goods adequately for international transport, handling, and storage, preventing damage, corrosion, moisture ingress, and contamination.

14.2 Supplier shall comply with Buyer packaging/labelling requirements and applicable laws (including origin marking, product safety markings, and dangerous goods labelling where applicable).

14.3 If Goods include regulated or hazardous materials (including batteries), Supplier shall provide compliant labels and documentation (e.g., SDS, UN/transport documentation) as required by law and carriers.

15.1 Any Buyer-provided drawings, specifications, logos, artwork, molds, tooling, fixtures, or materials remain Buyer's property ("Buyer Materials"). Supplier shall use Buyer Materials only to fulfil the Contract and shall safeguard them.

15.2 Any tooling paid for by Buyer (whether separately or embedded in unit price) is Buyer's property unless the PO states otherwise. Supplier shall maintain and return Buyer tooling on demand.

15.3 Supplier warrants Goods and Services do not infringe third-party intellectual property rights and shall indemnify Buyer per clause 18.

16.1 Supplier shall keep Confidential Information strictly confidential and use it only to perform the Contract.

16.2 Supplier shall not announce, publicise, or reference Buyer, Buyer's customers, or the relationship without Buyer's prior written consent.

17.1 Supplier shall maintain at its own cost appropriate insurance, including product liability (where applicable), general commercial liability, workers' compensation/employer liability, and cargo insurance where Supplier is responsible under the PO/Incoterms.

17.2 Upon request, Supplier shall provide certificates of insurance evidencing coverage.

18.1 General indemnity

Supplier shall indemnify, defend, and hold harmless Buyer, its affiliates, and their respective directors, officers, employees, agents, customers, and end users (each an "Indemnified Party") from and against all Losses arising out of or in connection with any of the following, to the extent caused by the acts or omissions of Supplier or those for whom it is responsible:

• (a) any breach of the Contract, including breach of warranties or representations;
• (b) any defect, non-conformity, or unsafe condition in the Goods or Services;
• (c) bodily injury, death, or damage to tangible property caused by the Goods or Services;
• (d) any actual or alleged infringement of third-party intellectual property rights by the Goods or Services;
• (e) Supplier's negligence, wilful misconduct, or fraud; or
• (f) Supplier's violation of applicable laws or regulations, including customs, trade, sanctions, or compliance laws.

18.2 Losses

For the purposes of this clause, Losses means losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable legal and professional fees, costs of recall, repair, replacement, re-performance, logistics, and amounts paid to third parties in settlement or satisfaction of claims.

18.3 Third-party claims procedure

Where an indemnity claim arises from a third-party claim, Buyer shall:

• (a) notify Supplier within a reasonable time after becoming aware of the claim (provided that failure to do so shall not relieve Supplier of liability except to the extent materially prejudiced); and
• (b) permit Supplier, at its cost, to conduct the defence or settlement of the claim, subject always to Buyer's right to participate and to approve any settlement that admits liability, imposes non-monetary obligations, or adversely affects Buyer's reputation or business.

18.4 No duplication or windfall

Supplier shall not be liable under this clause for Losses to the extent they are finally determined to have been caused by Buyer's sole negligence or wilful misconduct.

18.5 Relationship to liability limitations

The indemnities in this clause are subject to clause 19.

19.1 Unlimited liability for core risks

Nothing in this Contract shall limit or exclude Supplier's liability for:

• (a) death or personal injury caused by its negligence;
• (b) fraud or wilful misconduct;
• (c) infringement of intellectual property rights; or
• (d) violation of applicable laws relating to anti-corruption, sanctions, or product safety, to the extent liability cannot be limited by law.

19.2 Supplier liability cap

Subject to clause 19.1, Supplier's aggregate liability to Buyer arising out of or in connection with the Contract (whether in contract, tort, negligence, or otherwise) shall not exceed two hundred percent (200%) of the total amounts paid and payable under the relevant PO.

19.3 Buyer liability cap

Buyer's aggregate liability to Supplier arising out of or in connection with the Contract shall not exceed the amounts paid by Buyer under the relevant PO, except to the extent such limitation is prohibited by applicable law.

19.4 Exclusion of remote loss

Subject to clause 19.1, neither party shall be liable to the other for losses that are remote or not reasonably foreseeable at the time the Contract was entered into, in accordance with applicable law.

19.5 Independent allocation of risk

The parties acknowledge that the limitations and exclusions in this clause form an essential part of the commercial allocation of risk and that pricing reflects this allocation.

20.1 Neither party shall be liable for failure or delay (other than payment obligations) to the extent caused by an event beyond its reasonable control which could not have been prevented by reasonable diligence ("Force Majeure Event").

20.2 The affected party shall promptly notify the other party, mitigate the effects, and keep the other party informed.

20.3 During a Force Majeure Event affecting Supplier, Buyer may procure substitute goods or services from alternative sources without liability.

20.4 If a Force Majeure Event continues for more than fifteen (15) consecutive days (or such shorter period stated in the PO), Buyer may terminate the affected PO without liability other than payment for conforming Goods or Services already delivered and accepted.

20.5 Force majeure does not excuse obligations relating to Buyer Materials, Confidential Information, or intellectual property.

21.1 Buyer may terminate all or part of a PO immediately by written notice if Supplier: (a) breaches the Contract and fails to cure within five (5) business days (or sooner if the breach cannot be cured), (b) becomes insolvent, (c) fails delivery deadlines, or (d) creates a material compliance risk.

21.2 Buyer may suspend performance or deliveries where Buyer reasonably believes there is a quality, compliance, or documentation risk. Supplier shall cooperate to resolve issues without additional charge unless Buyer agrees otherwise.

22.1 Supplier shall not subcontract, delegate, or assign performance without Buyer's prior written consent. Supplier remains fully responsible for subcontractors.

22.2 Buyer may assign the Contract to an affiliate or as part of a corporate reorganisation by notice to Supplier.

23.1 Supplier shall maintain complete, accurate, and up-to-date records relating to performance, including quality, testing, inspections, compliance, certifications, and delivery, for at least seven (7) years from the later of delivery or completion of Services, or longer if required by applicable law or the PO.

23.2 Buyer may, upon not less than ten (10) business days' prior written notice, conduct audits of Supplier's relevant records and, where reasonably necessary, facilities solely to verify conformity and compliance.

23.3 Routine audits shall not occur more than once in any twelve (12) month period unless a material issue is identified or an audit is required by a regulator, certification body, or Buyer's customer.

23.4 Buyer bears routine audit costs. Where an audit identifies a material breach, non-conformity, or overcharge, Supplier shall reimburse Buyer for reasonable audit and re-audit costs required to verify remediation.

23.5 The exercise or non-exercise of audit rights does not constitute acceptance and does not waive any rights or remedies of Buyer.

24.1 The parties are independent contractors. Nothing creates a partnership, joint venture, employment, or agency relationship.

25.1 Notices must be in writing and delivered by email and/or courier to the addresses stated on the PO (or later notified). Email notices are effective on receipt where not bounced back.

26.1 This Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong, without regard to conflict of laws principles.

26.2 Subject to clause 26.3, the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim.

26.3 Buyer may, by written notice given before substantive proceedings are commenced, elect to refer a dispute to final and binding arbitration administered by HKIAC under the HKIAC Administered Arbitration Rules, seated in Hong Kong, in English, by three arbitrators unless Buyer elects a sole arbitrator.

26.4 The arbitral award shall be final and binding and enforceable under the New York Convention.

26.5 Nothing prevents Buyer from seeking interim, injunctive, or conservatory relief in any court of competent jurisdiction.

27.1 Entire agreement. The Contract constitutes the entire agreement for the PO and supersedes prior discussions and communications.

27.2 Severability. If any provision is invalid, the remainder remains in force and the invalid provision shall be replaced by a valid provision reflecting the original intent as closely as possible.

27.3 No waiver. Failure to enforce is not a waiver.

27.4 Counterparts and electronic contracting. Electronic acceptance, email confirmations, and scanned signatures are valid.