1. GENERAL

1.1 “NOQUACO” refers to Noise Quality Control Limited, a Hong Kong corporation with its principal place of business at Room A, 12/F, Kam Wai Commercial Building, 171-173 Lockhart Road, Wan Chai, Hong Kong. Throughout these General Terms and Conditions of Sale (the “GT&C”), “NOQUACO”, “we”, “us”, and “our” refer to Noise Quality Control Limited. These GT&C are hereby incorporated into each quotation, invoice, order, order confirmation and any other document to which the GT&C are attached, referenced or relate (collectively, the “Agreement”), and thereby apply to Customer regarding the delivery of products, spare parts, and any services related thereto (“Deliverables”) by NOQUACO to customer (the “Customer”). These GT&C shall also apply to any orders placed electronically via NOQUACO’s website, customer portal, or other electronic ordering system, and shall be deemed accepted by Customer upon submission of any such order, whether or not Customer affirmatively acknowledges these GT&C.

1.2 All purchases by Customer and sales by NOQUACO are expressly limited to and conditioned upon acceptance of the GT&C. NOQUACO objects to and rejects any provision additional to or different from the GT&C that may appear in Customer’s purchase order, acknowledgement, confirmation, writing or in any other prior, contemporaneous or subsequent communication from Customer to NOQUACO, unless such provision is expressly agreed to by NOQUACO in a writing with an expressed reference to the section of these GT&C intended to be superseded, and the writing is signed by an authorized employee of NOQUACO. By entering into an Agreement, Customer agrees these GT&C shall apply to the initial order, future orders, as well as future legal relationships between NOQUACO and Customer.

1.3 NOQUACO may modify these GT&C at any time in its sole discretion by posting the updated version on its website. Unless otherwise stated by NOQUACO, any such changes will take effect immediately upon posting and will apply to all orders placed on or after the effective date. Customer is responsible for reviewing the GT&C periodically. Continued ordering from NOQUACO after NOQUACO’s posting of modified GT&C constitutes acceptance of the updated GT&C.

1.4 These GT&C apply to business-to-business transactions. If Customer qualifies as a consumer under mandatory applicable law, such consumer law shall prevail to the extent required and these GT&C shall be deemed modified accordingly (solely to the extent strictly required under applicable law), without affecting their remaining enforceability.

2. PURCHASE AND SALE

2.1 A binding Agreement for the sale and delivery of Deliverables shall only be considered entered into when NOQUACO has confirmed an order in writing or when NOQUACO has performed the delivery of the Deliverables. For clarity: a valid NOQUACO confirmation may be made by e-mail. Any NOQUACO accepted order may not be considered rescheduled by Customer, and Deliverable(s) may not be returned, without NOQUACO’s prior written consent (at NOQUACO’s sole and absolute discretion) and, in the event such consent is given, NOQUACO shall be entitled to reimbursement from Customer for NOQUACO’s costs including, without limitation, lost profit, cost of labor and materials used, damages, charges, and expenses incurred by NOQUACO as the result of such cancellation. Order requests can be rejected by NOQUACO (in whole or in part) at NOQUACO’s sole and absolute discretion. NOQUACO may limit or cancel quantities available for purchase on any order on any basis and may alter the availability or duration of any special offers at any time. Customer shall ensure the accuracy of any and all terms, information, and specifications in any order, and for providing NOQUACO with all necessary assistance and information necessary for NOQUACO to provide the Deliverable(s) pursuant to this Agreement. Customer represents and warrants Customer has full authority to place orders and that all information provided to NOQUACO is accurate and complete.

2.2 SHOULD ANY DELIVERABLE(S) BE MANUFACTURED OR ANY PROCESS BE APPLIED TO ANY DELIVERABLE PURSUANT TO CUSTOMER’S INSTRUCTIONS, CUSTOMER SHALL INDEMNIFY AND HOLD NOQUACO HARMLESS AGAINST ANY CUSTOMER AND/OR THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT AND/OR INJURY TO PERSON AND/OR DAMAGE TO PROPERTY RELATING TO ANY SUCH CUSTOMER INSTRUCTION.

2.3 NOQUACO RESERVES THE RIGHT TO MAKE CHANGES TO THE DELIVERABLE(S), SPECIFICATIONS, AND/OR DESIGN OF DELIVERABLE(S) AND/OR DOCUMENTATION, LABELING, PACKAGING, INSTRUCTIONS, AND/OR WARNINGS AS REQUIRED TO COMPLY WITH ANY APPLICABLE LEGAL REQUIREMENT, TO FULFIL (IN NOQUACO’S ASSESSMENT) CUSTOMER’S SPECIFICATIONS WHICH HAVE BEEN ACCEPTED BY NOQUACO; AND/OR TO IMPROVE THE PERFORMANCE AND/OR APPLICATION OF ANY DELIVERABLE(S).

2.4 Although reasonable precautions are taken to ensure accuracy of all NOQUACO information—all descriptive matter, colors, dimensions, and other documentation supplied by NOQUACO and the descriptions and illustrations contained in NOQUACO’s catalogues, website, price lists, and other advertising materials are approximate only and are merely intended to generally describe the Deliverable(s). Therefore, such information shall not be relied upon, with respect to any Deliverable(s), as forming any part of a contract of sale, warranty or representation unless the parties have separately agreed in writing to such effect on a case-by-case basis and have expressly stated the intention to amend a specific section of these GT&C accordingly.

2.5 NOQUACO reserves the right, by giving notice to Customer at any time before delivery, to increase the price of any Deliverable to reasonably reflect any increase in the cost incurred by NOQUACO which results from any factor beyond the reasonable control of NOQUACO, such as, without limitation, currency exchange fluctuation; increases in duties or the costs of labor, materials, manufacture, and/or transport; any change in delivery dates, quantities or specifications requested by Customer.

2.6 NOQUACO reserves the right to cancel any order (in whole or in part) if Customer enters into liquidation, bankruptcy, or insolvency (“Financial Event”). In any Financial Event, all outstanding payments to NOQUACO shall be accelerated and become immediately due notwithstanding any prior agreement between the parties.

2.7 Customer shall comply with all applicable laws and regulations relating to the purchase, resale, import, export, transfer, use and disposal of the Deliverables, including without limitation export control laws, trade sanctions, customs laws, and product compliance requirements in all applicable jurisdictions. Customer shall not export, re-export, transfer, or use the Deliverables in violation of any applicable law or regulation.

2.8 Customer shall indemnify and hold harmless NOQUACO from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees) arising out of Customer’s breach of Section 2.7 or misuse of the Deliverables.

2.9 NOQUACO reserves the right, at any time and in its sole discretion, to discontinue any Deliverable, component, feature, firmware, software, service or support offering (“Discontinued Product”). NOQUACO shall have no obligation to continue manufacturing, supplying, supporting, repairing, or updating any Discontinued Product beyond any period required under the Limited Warranty or any mandatory applicable law. NOQUACO shall have no obligation to provide substitute products, backward compatibility, spare parts or software/firmware updates following discontinuation. Customer acknowledges and agrees that discontinuation of any Deliverable shall not constitute breach of contract and shall not give rise to any liability, damages, or termination rights, except as expressly required under mandatory applicable law.

3. DELIVERY

3.1 Delivery of all Deliverable(s) sold by NOQUACO to Customer shall be EXW (Incoterms 2020), port of shipment from Hong Kong or such NOQUACO factory location determined solely by NOQUACO. Risk of loss of Deliverable(s) shall pass to Customer at the time of shipment thereof from such NOQUACO export shipment location. If NOQUACO assists Customer in arranging and/or prepaying freight and insurances, such costs shall be invoiced by NOQUACO to Customer for Customer’s timely reimbursement thereof.

3.2 All dates stated for delivery shall be considered estimates only and NOQUACO shall not be liable for any losses or damages suffered by Customer due to any delay in delivery of the Deliverables, regardless of cause.

3.3 Partial deliveries shall be permitted unless otherwise agreed in writing. Late deliveries are no basis for any claims against NOQUACO, and Customer hereby waives all rights to make claims for liability based thereon.

3.4 In the event of any non-conforming Deliverable(s), apparent defects, missing Deliverable(s) or any other purported deficiency in the Deliverable(s) received (with respect to an order confirmed by NOQUACO in writing), any claim in relation thereto must be submitted in writing to NOQUACO (by registered mail and with acknowledgement of receipt) within fourteen (14) calendar days of the date of receipt of the respective Deliverable(s)—otherwise acceptance shall be conclusively presumed. Failure to timely notify NOQUACO shall constitute irrevocable acceptance and waiver of all claims relating thereto, except for latent defects covered by the Limited Warranty.

3.5 Unless expressly agreed in writing, NOQUACO has no obligation to provide maintenance, technical support, patches, updates, upgrades, enhancements, bug fixes, security fixes, firmware, software updates, compatibility updates or continued interoperability for any Deliverable. NOQUACO may, in its sole discretion, modify, suspend or terminate any support services or update availability at any time. Any support or updates that NOQUACO elects to provide shall not create any ongoing obligation to continue such support or updates. Customer acknowledges that continued operation, security, and regulatory compliance of the Deliverables may depend on updates not guaranteed under this Agreement, and that NOQUACO shall not be liable for any damages arising from lack of updates or support, except as required under mandatory applicable law.

4. PRICES AND PAYMENT

4.1 All prices payable for the Deliverables shall be as stated in the Agreement. In the event the price has not been expressly set forth in the Agreement, Customer shall pay the amount stated in NOQUACO’s general price list applicable at the relevant time. NOQUACO has the right to revise and change its general price list at any time. In the event: (i) a fixed price has been agreed to and (ii) an export and/or import charge, tax or other similar surcharge is imposed or changed for the Deliverable(s) after the conclusion of the Agreement (and for which NOQUACO has included coverage of such amount(s) in the fixed price), NOQUACO reserves the right to change the price accordingly to cover all such additional amounts.

4.2 Unless otherwise set forth in this Section 4.2, Customer is responsible for paying all taxes and duties, including (without limitation) country, state, provincial, government, and local sales, use, goods, services, VAT, privilege and any other levies and/or taxes. Please contact your local customs office to learn more about your country’s import fee structure. Invoices shall be paid within thirty (30) calendar days of the date of the invoice.

FOR SHIPMENTS TO THE USA:
The final invoice price for your order will include the shipping cost plus the estimated applicable taxes, duties, tariffs, and any other impositions or costs (all clearly designated in the invoice). NOQUACO’s web shop will automatically add the estimated relevant import duties to your order and the courier handles the custom clearance process at no additional cost. Should, however, any such taxes, duties, tariffs or the like be erroneously excluded (in whole or in part), Customer shall be required to pay the same.

FOR SHIPMENTS TO THE REST OF THE WORLD:
Any shipping costs stated on the NOQUACO web shop are solely for the shipping cost. Customer is responsible paying all taxes and duties, including (without limitation) country, state, provincial, government, and local sales, use, goods, services, VAT, privilege and any other levies and/or taxes. Customer also assumes all responsibility for clearing, completing, and submitting any document and carrying out any required process by the destination authority, including, but not limited to, any customs authority or shipping carrier.

4.3 Ownership of the Deliverables will transfer to Customer upon full payment.

4.4 In the event of late payment, NOQUACO is entitled to penalty interest at the rate of one percent (1%) per commenced month of delinquency until full payment is made. Customer shall indemnify NOQUACO for all court costs, arbitration costs, collection costs, and attorney fees incurred in connection with recovering any delinquent payments from Customer.

4.5 Customer shall not be entitled to withhold or set-off payment for Deliverable(s) delivered for any reason whatsoever.

4.6 If there are reasonable grounds for assuming Customer will not fulfill its payment obligations, NOQUACO has the right to demand Customer lodge an acceptable security (irrevocable letter of credit or a bank guarantee or other reasonable security).

4.7 Without in any way prejudicing any of its rights under the Agreement, NOQUACO may withhold further deliveries of Deliverable(s) or other agreed performance until Customer has remedied any and all default(s) in full.

5. USE OF DELIVERABLES

5.1 Customer may only use the Deliverables in accordance with the purpose agreed between the parties as set forth in this Agreement, documentation accompanying the Deliverables or documentation otherwise made available by NOQUACO. Customer shall not use any Deliverable in any unlawful, unsafe or non-compliant manner or in any manner inconsistent with applicable regulatory approvals or certifications.

5.2 NOQUACO reserves the right, at any time and in its sole discretion, to implement product recalls, safety alerts, field corrections, firmware/software updates, modifications, or other remedial actions (“Corrective Actions”) relating to any Deliverable in order to comply with applicable law, regulatory authority requirements or to address actual or potential safety, compliance, cybersecurity or performance issues. Customer shall promptly cooperate with NOQUACO in implementing any such Corrective Actions. Except as required under mandatory applicable law, NOQUACO shall not be liable for any costs, damages, lost profits or other losses arising from or related to such Corrective Actions.

5.3 Customer shall promptly notify NOQUACO in writing of any actual or suspected security vulnerability, exploit, breach or unauthorized access affecting any Deliverable (“Security Issue”) and shall not publicly disclose or publish any details thereof without NOQUACO’s prior written consent, except to the extent required by applicable law or regulatory authority. Except as required by mandatory applicable law, NOQUACO disclaims any liability for damages arising from or related to Security Issues.

6. LIMITED WARRANTY

6.1 NOQUACO warrants that Deliverables sold through the website are free from manufacturing defects in material and workmanship when delivered to Customer. The warranty is limited to twelve (12) months from the date of delivery (the “Limited Warranty”). The warranty extends only to Customer as the product’s original purchaser and applies only by proof of original receipt.

6.2 The Limited Warranty does not cover: (a) damage from physical abuse such as dropping the unit or impact from hard objects; (b) physically damaged connectors; (c) broken keys or physical damage to the keyboard mechanism; (d) damage, deterioration or malfunction resulting from accident, negligence, misuse, abuse, improper installation or operation or failure to follow instructions according to the owner’s manual for this product; (e) any damages due to shipment of the product (claims must be presented to the carrier); (f) repair or attempted repair by anyone other than, or approved by, NOQUACO; (g) any unit which has been altered or on which the serial number has been defaced, modified or removed; (h) normal wear and any periodic maintenance; (i) damage due to inappropriate storage; (j) deterioration due to perspiration, corrosive atmosphere or other external causes such as extremes in temperature or humidity; (k) damages attributable to power line surge or related electrical abnormalities (including phantom power, wrong voltage, etc); (l) damage due to connecting other than certified USB charger/equipment to the USB port; (m) damage due to liquid contamination and / or battery leakage; (n) RFI/EMI (interference/noise) caused by improper grounding or the improper use of either certified or uncertified equipment, if applicable; (o) damage resulting from any use other than that it was intended for; (p) product purchased as ex-demo, refurbished stock or second hand; (q) any aesthetic alterations due to normal usage or ageing. Rechargeable batteries are not covered by the warranty.

6.3 DURING THE PERIOD OF LIMITED WARRANTY, NOQUACO will, free of charge, repair or replace, at NOQUACO’s option, any Product (or part of any Product) adjudged defective by NOQUACO due to faulty workmanship or material from the factory. Products (or parts thereof) substituted for warranty purposes will be warranted for the balance of the original Limited Warranty period. All Products or parts replaced under this Limited Warranty become property of NOQUACO and Customer shall abide by NOQUACO’s instructions with respect to the handling of such replaced Products and/or parts. NOQUACO may require the Customer to return the Product or provide reasonable proof of defect prior to any repair or replacement.

6.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS LIMITED WARRANTY, NOQUACO MAKES NO WARRANTY EXPRESS OR IMPLIED, REGARDING ANY PRODUCT OR SERVICES. ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND SAFETY, ARE HEREBY DISCLAIMED. NO REPRESENTATIVE, EMPLOYEE OR DEALER OF NOQUACO HAS THE AUTHORITY TO MAKE OR IMPLY ANY REPRESENTATION, PROMISE OR AGREEMENT WHICH IN ANY WAY VARIES THE TERMS OF THIS LIMITED WARRANTY.

7. LIMITATION OF LIABILITY

7.1 NOQUACO’S LIABILITY FOR DAMAGES UNDER THE AGREEMENT, SUBJECT TO SECTION 7.2 BELOW AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IS LIMITED TO DIRECT DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF NOQUACO. NOQUACO SHALL HAVE NO LIABILITY FOR ORDINARY NEGLIGENCE EXCEPT AS REQUIRED UNDER MANDATORY APPLICABLE LAW.

7.2 THE AGGREGATE LIABILITY OF NOQUACO, HOWSOEVER ARISING, SHALL – EXCEPT FOR NOQUACO’S LIABILITY UNDER THE LIMITED WARRANTY – BE LIMITED TO SEVENTY-FIVE (75) PERCENT OF THE PURCHASE PRICE UNDER THE SPECIFIC ORDER FOR THE DELIVERABLE(S) GIVING RISE TO SUCH CLAIM. NOQUACO SHALL NOT BE LIABLE FOR ANY INDIRECT DAMAGE, SUCH AS LOSS OF PRODUCTION, LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS BY THE CUSTOMER, LOSS OF INFORMATION AND/OR DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR THE LIKE, REGARDLESS OF WHETHER NOQUACO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. CONFIDENTIALITY

8.1 Customer undertakes to treat as confidential all information supplied by NOQUACO which is designated as confidential by NOQUACO or which should be reasonably understood by Customer to constitute NOQUACO non-public information. Customer shall take all necessary measures to ensure neither Customer nor any of its employees, agents, suppliers, subcontractors, or any other interested party whether involved on a permanent or temporary basis, shall communicate or divulge to any third party any NOQUACO confidential information, including (without limitation) Deliverable specifications, designs, drawings, pricing, and/or terms of this Agreement. This requirement of confidentiality shall be maintained for a period of five (5) years from the date of completion of the performance of this Agreement. Immediately upon NOQUACO’s request, Customer undertakes to return to NOQUACO, or alternatively to destroy as instructed, all documents, confidential or otherwise, relating to NOQUACO.

8.2 Confidential information shall not include information Customer can demonstrate: (i) is or becomes publicly available through no breach of this Agreement, (ii) was lawfully known to Customer prior to disclosure by NOQUACO or (iii) is independently developed by Customer without use of NOQUACO’s confidential information.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 “Intellectual Property” means all right, title, and interest in and to any intellectual property, including, without limitation, ownership and other rights to copyright, patent, concept, layout, rights relating to design, trade names, trademarks, methods, ideas, processes, tools and know-how, trade secrets, as well as the right to apply for formal protection or otherwise enhanced protection for any such right, and any Derivatives. “Derivative” means (a) for copyrighted or copyrightable material, any abridgment, revision, translation, enhancement, improvement, modification, expansion, compilation or other form in which an existing work may be recast, transformed or adapted, (b) for patented or patentable material, any improvement thereof, or (c) for trade secrets, any new material derived from such existing trade secret material, including new material.

9.2 All Intellectual Property relating to the Deliverables (whether registered or not) or other property and information provided by NOQUACO or on behalf of NOQUACO are and shall remain the property of NOQUACO. All Intellectual Property and goodwill relating to NOQUACO’s trademarks, logotypes, and other distinctive marks (if any) arising from the use thereof by Customer shall inure solely to the benefit of NOQUACO. Nothing in these GT&C shall be construed as a grant, assignment or transfer of any Intellectual Property with respect to the Deliverables or any of the Intellectual Property therein or relating thereto. Customer expressly undertakes not to decompile, reverse-engineer, modify, disassemble or recreate any of the Deliverables (in whole or part).

9.3 Customer shall not use or register (or assist anyone in using or registering) any trademark, product name or trade name (including domain names) which is identical or confusingly similar to NOQUACO’s trademarks, product names or trade names (including domain names) without NOQUACO’s prior written consent on a case-by-case basis.

9.4 NOQUACO, or when relevant its third-party supplier(s), retains the ownership of all Intellectual Property vested in, or developed in relation to, the Deliverables.

9.5 To the extent a Deliverable is or includes proprietary software (“NOQUACO Software”) or is hardware in which proprietary software is embedded (“NOQUACO Firmware”), Customer acknowledges and agrees NOQUACO Software and NOQUACO Firmware (collectively, “Licensed Program”), constitute valuable trade secrets and confidential information of NOQUACO. Title to the Licensed Program is retained by NOQUACO. Customer shall not disclose to a third party or permit a third party to have access to the Licensed Program except as bundled with the Deliverable. NOQUACO grants to Customer a non-transferable and non-exclusive license to use the Licensed Program in machine-readable form only, and, in the case of software supplied with hardware, only on systems supplied by NOQUACO to Customer under this Agreement. Such license may not be assigned, sublicensed or otherwise transferred by Customer without prior written consent of NOQUACO- however such distribution of License Programs via resale of the Deliverable shall be permitted provided that Licensed Programs shall not be distributed, at any time, on a stand-alone basis. No right to copy the Licensed Program in whole or in part is granted except as permitted under compulsorily applicable copyright law. Customer shall not modify, merge, or incorporate any form or portion of a Licensed Program with other program material or create a Derivative from a Licensed Program. Customer agrees to maintain NOQUACO’s copyright notice on the Licensed Programs delivered hereunder and to include the same on any authorized copies it makes, in whole or in part. Customer shall not, nor will it permit a third party to, reverse engineer, translate, decompile or disassemble the Licensed Program.

9.6 Certain Deliverables may include or incorporate open-source software components (“OSS Components”) subject to applicable open-source licenses. A list of OSS Components and applicable license terms, as required, shall be made available by NOQUACO via documentation accompanying the Deliverables, NOQUACO’s website or upon written request. To the extent any OSS license requires the provision of source code or other notices, NOQUACO shall comply with such requirements in accordance with the applicable license terms. Customer agrees that OSS Components are licensed directly to Customer under the applicable open-source licenses and not under this Agreement, and that such licenses may grant Customer rights beyond those granted herein.

10. GENERAL PROVISIONS

10.1 No modification of or amendment to the Agreement shall be valid unless in writing signed by the parties.

10.2 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.

10.3 This Agreement supersedes all prior negotiations, discussions, and dealings concerning the subject matter hereof, and constitutes the entire agreement between the parties concerning the subject matter hereof. There are no understandings, inducements, commitments, conditions, representations, or warranties of any kind, from either party to the other, other than as contained in these GT&C. No waiver of any breach of any terms, conditions or obligations will be deemed a waiver of any continuing or subsequent breach of the same or any other terms, conditions or obligations hereunder. The Agreement between the parties may be digitally entered into, copied, and stored. Nothing in this Agreement shall be construed as creating a partnership, employment or joint venture between the parties. Neither party shall have the authority to bind the other party in any manner.

11. TERMINATION

11.1 Either party may in its sole discretion, and without prejudice to any other rights or remedies it has, terminate the Agreement immediately upon notice of such termination of the other party if: (i) the other party materially fails to perform in accordance with the Agreement (“Breach”), and if such Breach is not corrected within thirty (30) calendar days after notice of Breach is given to the defaulting party; or (ii) the other party exhibits reasonable signs of insolvency.

12. FORCE MAJEURE

12.1 NOQUACO shall not be responsible for any failure or delay in performing any of its obligations under the Agreement or for other nonperformance hereof if such delay or non-performance is caused by epidemic, pandemic, strike, labor disturbance, fire, flood, riot, terrorism, accident, third-party claim, act or ordinance of any governmental or local authority, defect or delay in delivery from a supplier or any other cause beyond the reasonable control of NOQUACO (“Force Majeure Event”).

13. APPLICABLE LAW AND DISPUTE RESOLUTION

13.1 THIS AGREEMENT SHALL BE EXCLUSIVELY GOVERNED BY AND CONSTRUED PURSUANT TO THE SUBSTANTIVE LAWS OF HONG KONG, WITHOUT ANY REFERENCE TO CONFLICT OF LAW PRINCIPLES. The following shall not apply regarding this Agreement: The 1980 United Nations Convention on Contracts for the International Sale of Goods, the United Nations Convention on the Limitation Period in the International Sale of Goods, and any implementations of any of the foregoing (or any legislation of a similar intention) in any applicable jurisdiction(s). EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

13.2 Any dispute or claim relating to this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration shall be conducted in English. Any award or determination of the arbitration tribunal shall be final, non-appealable, and conclusive upon the parties, and judgment thereon may be entered by any court of competent jurisdiction. If any arbitration or other legal action is initiated by either of the parties, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and arbitration costs in addition to any other relief that may be awarded.

13.3 Any information appearing during the arbitration, as well as a decision or arbitration award announced in connection with the arbitration, shall constitute confidential information. Confidential information may not be disclosed to a third party without NOQUACO’s prior written approval, unless required for the enforcement of the award or otherwise required by law.

13.4 Notwithstanding the above, NOQUACO reserves the right to (at NOQUACO’s sole and absolute discretion), initiate court proceedings in a competent court in the country, state, and/or applicable region of which the Customer has its place of business. Customer consents to this Section 13.4.