Standard Conditions 1 DEFINITION In these Conditions (unless the context otherwise requires):- “Company” means RR Donnelley Asia Printing Solutions Limited. “Customer” means the person, firm or company purchasing goods from the Company. “Contract” means the contract of sale between the Company and the Customer. “Goods” means any goods, forming the subject matter of the Contract. “Contract Price” means the price of the Goods. 2 CONSTRUCTION OF CONTRACT 2.1 Any terms endorsed on or contained in any customer’s order acceptance or confirmation which are inconsistent with these Conditions are not specifically agreed to or acknowledged by the Company shall be deemed to be superseded and nullified by these Conditions. 2.2 Any offer or quotation made by or on behalf of the Company shall be deemed to be withdrawn unless accepted within 30 days from the date thereof. No order shall be binding upon the Company unless and until such order has been confirmed and acknowledged in writing by the Company. Orders cannot be varied, rescinded or cancelled otherwise than upon terms expressly agreed in writing by the Company and the Customer. 2.3 The Company reserves the right to amend any accidental errors and/or omissions on quotations, order acknowledgement or invoices. 2.4 Whilst every endeavour will be made to deliver the quantity of Goods ordered an over-run or under-run of up to 5 percent for work in one colour and 10 percent for other work shall constitute fulfilment of the Contract, shall not affect the basic price or run on price per unit. The cost of such over-run or under-run shall be added to or deducted from the Contract Price (as appropriate). 3 PURCHASE ORDER 3.1 The Company reserves the right to refuse to do any work without an official purchase order from the Customer and a copy of the Company’s final quotation signed by the Customer. 3.2 If the purchase order supplied by the Customer does not exactly match the Company’s quotation, then the purchase order will be considered invalid by the Company and a new quotation based on the specifications of the purchase order will be supplied by the Company. A confirmation by the Customer of the new quotation must be received by the Company before the purchase order will be regarded as re-validated by the Company. 4 DELIVERY 4.1 Any delivery date stated in the Contract is given in good faith and every endeavour will be made to adhere to it, but time is not to be essence of the Contract in so far as delivery is concerned and any delay in or failure to effect delivery due to and arising from strikes, lock-outs, accidents, break-down of machinery, lack of transport facilities, Act of God, or any other cause beyond the Company’s control shall not entitle the Customer to cancel the Contract or to any compensation of damages whether liquidated or unliquidated. The Company shall have the right to deliver to the Customer any portion of any order undelivered at the time of suspension of deliveries due to any of the reasons referred to in this Clause as soon as circumstances shall permit. 4.2 Any time named by the Company for delivery represents “available at the time for dispatch from the Company’s work’s” and time required for transit is to be added thereto. 4.3 Should work be suspended at the request of or delayed through any fault of the Customer for a period of 30 days or more the Company shall thereupon be entitled to payment for work already carried out and for materials specifically ordered for the Contract. 4.4 Any loss or damage in transit is to be reported by the Customer both to the Company and the Carrier of the Goods within 7 days of receipt by the Customer of the Goods. Non-receipt of Goods must be reported to the Company within a reasonable time and in any event not later than 30 days from receipt by the Customer of the invoice from the Company. 4.5 The Company shall not be liable for any direct or consequential loss or damage to the Customer or to any third party occasioned by any delay in production or delivery of the Goods. 5 PRICES 5.1 All prices are based on the full quantity and specifications as stated in the quotation and the Company reserves the right to revise those prices or reject the order in the event of any deviations from the quote specifications. 5.2 (a) The Company reserves the right to amend quoted prices at any time and from time to time to meet changes in direct costs of material and labour.(b) All quoted prices are subject to sight of Customer’s copy by the Company. 5.3 There will be added to the Contract Price the costs of all author’s corrections, alterations in style and the costs of additional proofs necessitated by such corrections and alterations. 5.4 Unless otherwise stated, all postage, carriage, insurance, freight charges and custom’s duties are payable by the Customer. 5.5 No charge will be made by the Company for any technical advice furnished by it to the Customer, but the Company shall be under no liability for the results obtained or conclusions reached following the furnishing of any such advice, all such advice being accepted at the Customer’s risk. 6 TERMS OF PAYMENT 6.1 (a) Work done prior to commencement of printing such as typesetting, camera, colourseparation, retouching, masking, stripping, assembling and other preparatory work is invoiced on completion of such work and before printing starts. (b) Platemaking, printing, binding, packing and shipping charges are invoiced when the goods are delivered ex-factory. The Company reserves the right to invoice shipping at a later date when circumstances warrant. In the case of finished or semi-finished goods being held by the Company on Customer’s instructions for later delivery or further work, the Company invoices when the goods enter the Company’s warehouse. 6.2 The due date is set from the date of shipment. 6.3 The terms of payment are mentioned individually on each quotation. All invoices state the due date for payment. The due date is calculated from the moment the goods leave the Company’s factory. Goods that are stored by the Company on behalf of the Customer for later delivery have the due date calculated from the moment the goods enter the Company’s warehouse. 6.4 Company reserves the right to charge interest on any late payment at a rate equal to six percent (6%) above the annual base rate published by Hong Kong Monetary Authority. Company will give the Customer prior notice for any late payment when such payment is due and payable. The interest will start to be calculated if the payment still can not be received after such 30 days notice. 6.5 Any of the Company’s invoices is deemed completely and unconditionally accepted by the Customer if the Company has not received notification of any complaint by the Customer in writing regarding the invoice within 30 days of the date of the invoice. 7 PASSING OF RISK 7.1 Risk in the Goods shall pass to the Customer when the Goods are delivered to him or to the Shipper or his agent for onward delivery to the Customer whichever shall first occur. 7.2 If the Goods are collected by the Customer from the Company the risk in the Goods shall pass to the Customer when they are loaded onto the vehicle by the Customer, his carrier or other agent. 8 PASSING OF TITLE 8.1 Until full payment has been made of all sums outstanding from the Customer to the Company (including debts arising before the date of this Contract) : (i) The Customer shall be at liberty to sell the Goods in the ordinary course of its business and the benefit of any contract of sale, and the proceeds of any sale shall be the property of the Company and held in trust for the Company absolutely; (ii)Until the Customer shall have sold the Goods in the ordinary course of business the property in the Goods shall remain in the Company and the Customer shall keep and store the Goods in such a manner that they can be identified as being the property of the Company; and (iii)If the Customer goes or threatens to go into receivership or liquidation or commits an act of bankruptcy, the Company may be written notice terminate the Customer’s power of sale at any time, and at any time after the termination of the power of sale, the Company may re-possess the Goods and the Customer hereby grants to the Company an irrevocable licence to enter upon any premises of the Customer or its agents for the purpose of so doing. 9 DEFECTS 9.1 Every effort is made to ensure that the Goods are satisfactory but save as hereinafter expressly provided the Company gives no warranty of condition, express or implied, statutory or otherwise, of materials, workmanship or fitness of the Goods. 9.2 Defects in the Goods attributable to faulty materials and/or workmanship must be notified in writing to the Company within 7 days of the receipt of the bulk of the Goods, time being of the essence to establish liability. The Company will not accept Goods returned without its express consent in writing being given to the Customer. In that event the return must be carriage paid by the Customer. Should the Company consider that any complaint is justified after investigation by the Company, the material or goods admitted by the Company to be defective will be replaced. The total liability of the Company shall be limited to the value of the Goods supplied and the Company shall be under no liability whatsoever for damages howsoever arising in respect of the Goods or any defect therein whether arising by reason of the use, re-sale, handling or possession of the Goods or otherwise. 9.3 Company warrants that for a period of twelve (12) months from the date of delivery or should be delivered to either Customer or Customer’ end customer, whichever shall occur first, the Products manufactured and sold by Company are free from material defects in materials and workmanship. Company shall not be responsible for any unqualified product resulting from the improper handle, storage or transportation of Customer or Customer’s end customer or any Third Party as service provider appointed by Customer. 10 STANDING MATTER AND STORAGE 10.1 (i) Metal, film, glass and other materials used by the Company in the production of type, plates, moulds, sterio types, electro types, film setting, negatives, positives and the like shall remain its exclusive property. (ii)Type may be distributed and lithographic photogravure or other work effaced immediately after the work is executed unless written arrangements are made to the contrary. In the latter event the Company may charge the Customer rent. 10.2 (i) If paper is stored by the Company on Customer’s instructions for a period exceeding 2 months, the Customer is liable to pay the Company’s charges for storage and insurance for the entire period the paper has been stored by the Company. (ii) If the Customer instructs the Company to purchase paper or any other materials for an order and if that order is subsequently cancelled for any reason whatsoever, the Customer is held liable for any costs incurred in the purchase, storage, insurance, handling, transfer, and any other losses suffered by the Company as a result of such purchase or other transactions carried out by the Company. 11 CUSTOMER’S PROPERTY 11.1 (i) Where property is supplied to the Company by or on behalf of the Customer it will be delivered in sufficient quantities to cover normal spoilage and shall be held, worked on and carried at the Customer’s risk; (ii)The Company may reject any paper, plates or other materials supplied or specified by the Customer which it does not consider suitable for their intended purpose. Additional costs incurred through the use of materials found to be unsuitable will be added to the Contract Price. (iii) The Company will not accept responsibility for defective Goods caused by the use of materials supplied by or on behalf of the Customer. 11.2 (i) The Company is not liable for any destruction or damage to films, transparencies, artworks or other production materials belonging to the customer but deposited with the Company. (ii) Except under instruction given in writing by the Customer, no insurance will be effected on any films, transparencies, artworks or other production materials whilst in transit. 11.3 (i) Any materials in the custody of the Company may be retained by the Company until such time as the Company’s claims on the Customer have been satisfied. 12 ILLEGAL AND LIBELLOUS MATTER 12.1 The Company shall not be required to print any matter which it considers is or may be illegal, immoral, libelous or otherwise, give rise to legal proceedings. The Customer shall indemnify the Company in respect of claims costs and expenses (including, without prejudice to the generality of the foregoing, legal expenses) incurred as a result of any claim that the Goods are illegal, libelous or constitute an infringement of any copyright patent trade mark or design, or in connection with any such legal proceedings. 13 PERIODICAL PUBLICATIONS 13.1 Where the Contract is for the printing of periodical publications it may be terminated by either party giving to the other not less than thirteen weeks notice in writing in the case of weekly, fortnightly or monthly publications or twenty-six weeks notice in writing in the case of two monthly or quarterly publications, provided that the Company may terminate any such Contract forthwith should any sum due there under remain unpaid. 14 LIQUIDATION OR BANKRUPTCY 14.1 If the Customer shall become bankrupt or go into liquidation (other than voluntary liquidation for the purpose of solvent amalgamation or re-construction), suspend payment of debts or make any arrangement with creditors, the Company shall be entitled without prejudice to all its other rights, by notice in writing to determine the Contract forthwith without prejudice to its rights to recover payment for all delivers made and for the cost of the material and labour already expended for the purpose of future deliveries. 15 LAW OF CONTRACT 15.1 These conditions and all other terms of the Contract shall be governed and construed in accordance with the laws of the Government of the Hong Kong special Administrative Region.