TERMS OF SALES

1.           DEFINITIONS

In these Terms of Sale the following expressions have the following meanings: "Authorised Signatory" means a person authorised by us to sign on our behalf. "Contract" means the contract for the supply of the Goods incorporating these Terms entered into between you and we. "Goods" means the goods to be supplied by us or where the context permits, the services to be performed by us. "Terms" means the terms set out in this document together with any additional terms agreed in writing and signed by an Authorised Signatory. "we", "us" and "our" means Scania (Hong Kong) Limited,“you”, “your” and “yours” means the person, entity or corporation who has entered into the Contract as the customer.

2.           YOUR CONTRACT WITH US

2.1        We shall only contract with you on these Terms and these Terms take precedence over all of your own terms and conditions. All orders placed by you will be deemed to be placed subject to these Terms.

2.2        These Terms constitute the entire agreement between you and us and no other statements, representations or terms form part of it unless they are in writing, are expressly stated to be variations or supplements to this Contract and are signed by an Authorised Signatory. Our sales representatives, employees and agents are not authorised to make any representation or commitment concerning the Goods or otherwise on our behalf and in entering into the Contract you acknowledge that you do not rely on and waive any claim for breach of any such representation or commitment which has not been confirmed by an Authorised Signatory. No terms and conditions endorsed on, delivered with or contained in your purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3        Any tender or quotation given by us will amount to an invitation to treat and in any event is valid for a period of 30 days only from the date of its issue, unless otherwise stated in the tender or quotation. Any order issued by you is subject to acceptance by us and no order submitted by you shall be deemed to be accepted by us unless and until confirmed in writing by an Authorised Signatory. Each order or acceptance of the quotation for Goods by you from us shall be deemed to be an offer by you to buy the Goods subject to these Terms.

2.4        We may withdraw any quotation or tender at any time before we have accepted your offer in writing. We shall not be obliged to accept any order given by you.

2.5        Orders for new vehicles are only binding on us for sales to bona fide end users for their own use in the normal course of their business (who may act through legitimate pre-authorised intermediaries) who shall supply such undertakings as we reasonably require to verify this status. No order for a new vehicle placed by an unauthorised reseller shall be valid, and if a purchaser becomes or demonstrates an intention of acting as such we may immediately, and without any liability, cancel any such order and recover all administrative and other losses incurred, whether or not the vehicle is delivered to you.

3.           CANCELLATION

No order given by you which has been accepted by us may be cancelled by you except where expressly agreed by an Authorised Signatory then only on the terms that you will indemnify us fully against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of such cancellation.

4.           PRICE

4.1        The price of the Goods shall be our quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in our published price list current at the date of the issue of the quotation or tender and in the absence of the foregoing our acceptance of your order.

4.2        Unless otherwise stated all prices quoted are ex works exclusive of any taxes, duties, excises, and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts you shall pay, in additional to the price of the Goods, when it is due to pay for the Goods.

4.3        We reserve the right at any time prior to delivery of the Goods (or any instalment), to increase the price to take into account:

(a)          increases in our supplier's prices;

(b)          any change in delivery dates, quantities or specification for the Goods which is requested by you; any other increase in cost to us for any reason beyond our control.

4.4        A vehicle parking fee will be imposed on vehicles that are picked up after the agreed pick up time. The parking rates are HKD 25 per hour or HKD 600 per day, with partial hours billed as full hours.

4.5        Should you or your company require us to carry out or complete any maintenance service for a vehicle outside our usual office hours, we shall bill you or your company an overtime fee of HK$600.00 per hour, with partial hours billed as full hours. We reserve all rights to charge you or your company additional fee.

4.6        Should the part requested by you or your company need to be delivered by Express flight delivery, we will charge an extra fee equivalent to 20% of the cost of the part as the delivery fee. In any event, if the value of the price of the parts order is less than HK$500.00, we reserve the right to charge you or your company a minimum charge of HK$500.00 for delivery costs.

5.           TERMS OF PAYMENT

5.1        The price of all Goods (other than those comprised of parts and services where you have a trading account with us) shall be due and payable by you in cleared funds not later than the day prior to the date specified by us or agreed between us for delivery unless otherwise agreed by an Authorised Signatory.

5.2        While you have a trading account with us the price of all Goods comprised of parts and services shall be due and payable by you not later than 30 days from the date of invoice issued by us unless otherwise agreed by an Authorised Signatory.

5.3        Time for payment shall be of the essence and such provision shall apply notwithstanding any delay in delivery of the Goods by us or any adjustments or corrections which may be required to the Goods after delivery.

5.4        If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:

(a)          cancel the Contract or suspend any further deliveries of the Goods;

(b)          appropriate any payment made by you to such of the Goods (or the goods or services supplied under any other contract between you and us) as we may think fit

(c)          at any time, at our discretion, demand security for payment before continuing with the Contract or delivering any Goods;

(d)          charge you interest at 2% per month. the amount remains unpaid with such interest being deemed to accrue on a day to day basis from the due date for payment until payment in full is made; and/or

(e)          suspend our performance of all or any of our contractual obligations under or in connection with this Contract or any other contract with you. You shall have no right to withhold, deduct or off-set against any sums due from you to us for the amount of any claim which you have against us.

6.           DELIVERY OF THE GOODS AND THE BUYER'S TRANSPORT COSTS

6.1        Unless otherwise confirmed by an Authorised Signatory delivery of the Goods will be deemed to have been effected when the Goods leave our premises whether the Goods have been collected by or on your behalf or the Goods have been delivered to you by or on our behalf.

6.2        Any date or dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods or failure to make them ready for collection on such dates howsoever caused.

6.3        The Goods may be delivered by us in advance of the quoted delivery date upon giving reasonable notice to you and part deliveries are allowed.

6.4        If you fail to take delivery of the Goods then, without prejudice to any other right or remedy available to us, we may:

(a)          store the Goods until actual delivery and charge you for the reasonable costs of storage (including insurance); or

(b)          sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price already paid by you under the Contract or charge you for any shortfall below the price payable by you under the Contract.

7.           RISK AND TITLE

7.1        Risk of damage to or loss of the Goods shall pass to you when:

(a)          we notify you that the Goods are available for collection in the case of Goods which are to be delivered at our premises; or

(b)          in the case of Goods we have agreed to deliver otherwise than at our premises, at the time of delivery or, if you wrongfully fail to take delivery of the Goods, the time when we tender delivery of the Goods, or

(c)          such other time agreed in advance in writing by an Authorised Signatory.

7.2        Notwithstanding risk in the Goods passing in accordance with Condition 7.1 legal and equitable title in the Goods shall not pass to you until payment in full in cleared funds is received by us for the Goods and no other amounts are outstanding from you to us.

7.3        In the case of new vehicles you may not under any circumstances sell or otherwise dispose of or encumber the vehicles prior to payment in accordance with 7.1 above, unless with prior written agreement of an Authorised Signatory. You are authorised by us to use the Goods other than new vehicles in the ordinary course of your business or to sell the Goods to a bona fide third party in an arms-length transaction provided that the entire proceeds of any sale or otherwise are held by you in a fiduciary capacity for us and are kept separate from and not mixed with any other money or property possessed by or is under the control of you.

7.4        Until title to the Goods passes to you, you shall:

(a)          hold the Goods in a fiduciary capacity and as our bailee;

(b)          keep the Goods properly stored and protected separate and distinct from all other property and insured with a reputable insurance company for their full replacement value.

7.5        We may revoke the power of sale contained in Condition 7.3 at any time with immediate effect by notice to you.

7.6        Your power of sale contained in Condition 7.3 shall automatically cease if you (being a company) have a petition presented for your winding up or a resolution is passed for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or you compound with your creditors or have a receiver, manager, administrator or administrative receiver appointed over all or any part of your assets or (being an individual) become bankrupt or enter into any arrangement with your creditors or take or suffer any similar action in consequence of debts or carry out or undergo any analogous act or proceedings under foreign law.

7.7        We (including our representatives, agents and employees) are irrevocably authorised by you at any time to enter upon any of your premises or any third party where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal.

7.8        On termination of the Contract, howsoever caused, our (but not your) rights contained in this condition 7 shall remain in effect.

8.           INSPECTION / SHORTAGES

8.1        You are under a duty to inspect the Goods on delivery to your premises or on collection of all the Goods by you or on your behalf from our premises as the case may be.

8.2        We shall be under no liability for any shortages in the Goods at the time of delivery that would be apparent on careful inspection (whether or not such inspection has been carried out) and in any event will be under no liability if a written complaint is not delivered to us within 14 days of delivery detailing the alleged shortage.

9.           PART EXCHANGE

9.1        Where we agree to allow part of the purchase price of a new vehicle referred to in the Contract to be paid by your delivering a used vehicle to us, such allowance is hereby agreed to be given and received and such used vehicle is hereby agreed to be delivered to us and accepted, as part of the sale and purchase of the new vehicle upon the following further conditions:

(a)          Such used vehicle is to be delivered to us upon our delivery of the new vehicle to you in the same condition as it was examined by us, subject to normal use between examination and delivery and if it is not, a reasonable deduction shall be made from the allowance being given by us, such deduction to be fixed in default of agreement by a single referee.

(b)          If such used vehicle is subject to any hire purchase agreement or other charge whatsoever you shall

give us full particulars thereof and any allowance shall be reduced by the amount payable in settlement of such agreement or charge by us.

(c)          You warrant that the particulars of the used vehicle which we are to accept are true and accurate and that the vehicle has not been involved in any serious or major accident.

10.        WARRANTY AND LIABILITY

10.1     Your statutory rights under the any applicable legislation, regulation or rules, such as the Sales of Goods Ordinance (Cap.26 of the Laws of Hong Kong), the Supply of Services (Implied Terms) Ordinance (Cap.457 of the Laws of Hong Kong) and the Unconscionable Contracts Ordinance (Cap.458 of the Laws of Hong Kong) shall not be affected by these Terms.

10.2     Our liability for death or personal injury caused by our negligence or breach of strict statutory liability shall not be excluded. We warrant that we have the right to sell goods when title in them is to pass.

10.3     Goods are supplied with the benefit of the express warranty applicable to either new vehicles, used vehicles or parts which are available for inspection at our premises and which, for new vehicles, will be supplied at the time of delivery. Our obligations referred to in condition 10.3 above are the full extent of our contractual and tortuous liability arising from any defects in goods. we will be under no liability to you for any further loss or damage of any kind however caused whether consequential, financial, loss of profit or opportunity or otherwise. all conditions, warranties and stipulations express or implied statutory customary or otherwise which but for such exclusion would or might subsist in your favour are hereby expressly excluded.

11.        SERVICE

11.1     You should remove all personal items from the vehicle when bringing it in for service and we shall have no responsibility for loss of or damage to such items except in consumer transactions and then only when this is caused by lack of reasonable care on our part. Where a vehicle is being repaired following recovery it is your responsibility to remove or otherwise secure the vehicle?g load and we shall have no liability for any loss or damage to the load whilst the vehicle is under our control.

11.2     You will pay for any work that we do to or Goods we supply in respect of your vehicle ordered by the driver of the vehicle or any person whom we reasonably believe has your authority to place such an order.

11.3     We shall be entitled to allow the vehicle to be collected on your behalf by any person whom we reasonably believe has your authority to do so and we shall not be liable for any loss of or damage to the vehicle in such circumstances.

11.4     You authorise us to drive the vehicle on the road or elsewhere in connection with any testing or taking the vehicle to coach builders or specialists or otherwise in connection with the carrying out of the servicing/repair.

11.5     The Company will not be liable for any damage, loss and/or harm caused by any non-Scania products, including but not limited to any additional accessories installed on the vehicle without our approval prior to its entering into the premises of Scania (Hong Kong) Co., Ltd. for the purpose of repair. This includes but is not limited to a tailgate, a derrick, a loading compartment, a hydraulic cylinder or any lifting gear. Our Company shall not assume any liability for any mechanical or external damage occurring to the aforementioned accessories during the repair process.

12.        FORCE MAJEURE

12.1     We shall not be liable to you or deemed to be in breach of the Contract by any delay in performing or failure to perform any of our obligations in relation to the Goods arising from any cause beyond our reasonable control.

12.2     If we are unable to perform our obligations under the Contract due to a cause beyond our reasonable control we shall give you written notice of this fact as soon as reasonably practicable after discovering it.

12.3     If our inability to perform our obligations under the Contract due to a cause beyond our reasonable control continues for 6 months after you receive our notice then either you or we may give written notice without liability to the other to terminate the Contract.

13.        SALES PROMOTION DOCUMENTS AND SPECIFICATIONS

13.1     Whilst we try to take every precaution in the preparation of our catalogues, technical circulars, price lists, illustrations drawings and other literature these documents are for your general guidance only and the particulars contained in them shall not constitute representations by us and we shall not be bound by them.

13.2     No dimensions, details, statements or other information as to capacity, output or power specified or contained in the drawings, catalogues, shipping specifications, photographs or other documents or illustrations shall be treated as binding upon us unless we have expressly agreed otherwise in writing signed by an Authorised Signatory. We reserve the right to make such changes in the specification of the Goods and/or the design of or material used in the Goods as may be required to conform with any applicable safety or other statutory requirements or which in our opinion will be an improvement to the Goods, or which do not materially affect their quality or performance or which are otherwise required due to any cause beyond our reasonable control.

14.        TERMINATION AND SUSPENSION OF THE CONTRACT

14.1     We shall be entitled by notice in writing to you to treat the Contract as repudiated or to terminate the Contract if you fail to remedy any breach of the Contract within 7 days of notice of such breach.

14.2     Without prejudice to Condition 14.1 and Condition 5.4 we shall be entitled to immediately terminate the Contract or suspend any further deliveries of Goods under the Contract without liability to you if you cease, or threaten to cease, to carry on business.

14.3     Without prejudice to Condition 14.1 we shall be entitled to immediately suspend our performance of the Contract upon any breach of the Contract by you until such breach is remedied to our satisfaction.

15.        GENERAL

15.1     Any notice to be given or required or permitted to be given by either party to the other under the Contract or these Terms shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its registered office or such other address as that party may from time to time notify in writing.

15.2     If any provision of the Contract or these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Contract or these Terms as applicable.

15.3     We are a member of the group of companies whose ultimate holding company is Volkswagen AG, and accordingly we may perform any of our obligations or exercise any of our rights hereunder by ourselves or through any other member of our group, provided that any act or omission of any such other member shall be deemed to be our act or omission.

15.4     You may not assign, subcontract, delegate or sub-licence the Contract or any of your rights or obligations under the Contract without our prior consent in writing.

15.5     Our rights shall not be prejudiced or restricted by any indulgence or forbearance extended by us to you and no waiver by us in respect of any breach of the Contract or these Terms shall operate as a waiver in respect of any subsequent breach of the same or any other provision.

15.6     The validity construction and performance of the Contract and these Terms shall be governed by the laws of Hong Kong. You and us hereby agree to submit to the non-exclusive jurisdiction of the courts of Hong Kong. Each right or remedy that we have under this Contract is without prejudice to any other right or remedy that we may have, whether under the contract or not.

15.7     For all purposes, this English language version of this TERMS OF SALE shall be the original. In the event of any conflict between this English language version of the TERMS OF SALE and any subsequent translation into any other language, this English language version shall prevail.

15.8     You understand that all personal data provided by you to us will be kept strictly confidential in accordance with the Personal Data (Privacy) Ordinance of the Hong Kong Special Administrative Region and the European Union's General Data Protection Rules, and you agree we can have access to the vehicle data. You agree that we may conduct statistics, analysis, consultation, marketing, or other purposes within the scope of the law and contracts (including, but not limited to, providing services for administrative purposes, invoicing, quality maintenance, analysis and development, information and marketing, and debt collection) in connection with the vehicle data and all personal information obtained by us. You agree that we may share such personal information and vehicle data to our suppliers or subcontractors for the aforementioned purposes.

16.        WARRANTY TERMS

16.1     Parts Warranty

16.1.1 For Scania Vehicles, any parts or accessories purchased AND assembled or replaced in authorized workshops are entitled for a 12-months genuine parts and service warranty since the replacement date.[*Not applicable to complimentary parts replaced under Warranty.]

16.1.2 For Volkswagen Commercial Vehicles, any parts or accessories purchased AND

assembled or replaced in authorized workshops are entitled for a 24-months genuine parts warranty since the replacement date. [*Not applicable to complimentary parts replaced under Warranty.]

16.2     We provide warranty service for your vehicle and require that you use your vehicle in strict accordance with the driver operation manual.

16.3     Various modifications cannot be carried out without our prior authorization, especially electrical equipment, brakes, steering or other systems involving product safety cannot be modified or retrofitted with other non-Scania equipment or products that may affect the vehicle's performance. In case of tampering with safety systems which results in accident, vehicle fire, and damage to the vehicle, we shall not be held responsible for the consequences.

16.4     We set different stages of maintenance requirements. The set of maintenance is very important to keep your vehicle in good condition. If you do not carry out maintenance in accordance with the schedule in the maintenance guideline (see Maintenance Guideline), we will not assume the warranty obligations.

16.5     If you encounter problems with the vehicle during use, the vehicle must be repaired by workshops authorized by us. We reserve the right to make the decision to repair or replace parts during the repair process.

16.6     Service quality guarantees:

Warranty period: The Warranty period is 12 months from the date of delivery to the first end user. There is no mileage limit. The vehicle shall be repaired by a workshop authorized by us if you encounter production or quality problem on the vehicle during the warranty period. You shall strictly follow the operation manual’s requirement for the vehicle, and the maintenance schedule and repair of the vehicle shall perform in accordance to manufacturer’s standard, in order to obtain warranty service. If you encounter vehicle failure when the vehicle is in use, only Scania (Hong Kong) Limited accept warranty application, and once failure occurs the vehicle should immediately go to Scania (Hong Kong) Limited workshops for repair or notice the company immediately. The scope of warranty service is according to the technical requirements for the replacement or repair of damaged parts, if the parts can be used through repair, the parts would not be replaced from the standpoint of conventional and technical. The parts used for the replacement could be new or remanufactured parts provided from Scania. Parts which had been replaced during repair process become property of Scania (Hong Kong) Limited. Working hours and material costs induced by warranty repair work are borne by the Company.

Any damage or malfunctions caused by the following reasons are excluded from the scope of warranty guarantee:

•           Repair and maintenance being conducted incorrectly at independent workshops.

•           Modifications, retrofitting or demolitions to or of any part of the vehicle without our prior approval.

•           Vehicle parts that are natural wear and tear, and damage caused by misuse of the vehicle.

•           The oil or fuel used which does not meet the standards or requirements set out in the driver’s manual, used in an illegal manner, improper usage or abuse which causing damage or loss.

•           Some parts of the vehicle are wear and tear parts including but not limited to light bulbs, brake disc, clutch plates, seals, belt, filters, tires, wiper blade, etc. Consumable parts are not covered by warranty.

•           Some adjustment and measurement of work does not belong to the warranty scope including but not limited to wheel alignment, tyre balancing, etc.

•           Damage caused by accident, sabotage, fire, or force majeure.