Procurement - Canon HongKong

In these Terms and Conditions, the following expressions shall have the following meanings unless the context otherwise requires:

"CAMG Helpline" means the reporting line setup by Canon HK's headquarter for the purpose of reporting any Canon HK's misconduct in relation to any Order, which is currently using the web address of www.ethicspoint.com.

"Canon HK" means Canon Hongkong Company Limited (佳能香港有限公司) with its registered office at 5/F., Tower A, China Life Center, 18 Hung Luen Road, Hunghom, Kowloon, Hong Kong.

"Confidential Information" means any and all information, documents, materials and data of Canon HK, its parent companies and/or their affiliates, relating to their business affairs, company structure, operation flow, customer information, regardless of form, disclosed pursuant, relating to or connected with any Order (including their existence) and the Goods.

"Default" means any negligent act or omission, misconduct, fraud and/or breach of the obligations, representations and/or warranties under any Order and these Terms and Conditions.

"Delivery Date" means such delivery date as agreed between the parties under an Order.

"Goods" means the gifts, premiums, items, goods, equipment, hardware, software, standard services, merchandise, or stationery and other similar items described in and accepted under an Order.

"Force Majeure Event" means any act of God, war, invasion, riot, rebellion, terrorist acts, government sanction, blockage, embargo, labor dispute, strike, lockout and any other cause or circumstance whether of the kind herein enumerated or otherwise which the affected party is unable to prevent and avoid, notwithstanding the exercise of reasonable foresight, diligence and care on the part of such party.

"Intellectual Property Rights" or "IPRs" means all designs, design rights, utility models, patents, inventions, logos, business names, service marks, trade marks, trade names, internet domain names, copyright, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, trade secrets, software and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and the right to sue for passing off and any other intellectual property rights and rights equivalent or similar to any of the foregoing in any jurisdiction worldwide, whether registered or unregistered and any application for registration of the foregoing in any jurisdiction worldwide.

"Order" means each Vendor's quotation, sales order or any other similar documents prepared by the Vendor with details of the Goods and other commercial terms accepted by Canon HK.

"Personnel" means the directors, officers, employees, subcontractors and agents of Vendor and any other entities or persons over whom Vendor may have control and/or are involved in the production and/or supply of the Goods.

"Permissions" mean permits, permissions, approvals, licences and consents required from all owners, authorities, regulatory and/or licensing bodies of the intellectual property rights."Price" means the price for the Goods as described in and accepted under an Order and which shall be deemed to be inclusive of all packing and shipping, transport and other delivery charges.

"Purchase Order" means the purchase order prepared and issued by Canon HK in its standard form.

"Requirement Specifications" mean the specifications for the Goods as specified by Canon HK in respect of each Order.

"Statutory Requirements" mean relevant laws, bye-laws, rules, regulations, and directives, orders and guidelines of relevant governmental/regulatory authorities (and any subsequent amendments thereto).

"Subcontractor" means the business entity appointed by the Vendor to perform part of its obligations in these Terms and Conditions.

"Terms and Conditions" means these general terms and condition of purchase, which shall be deemed to form an integral part of Canon HK dealing with the Vendor in each Order.

"Vendor" means the supplier named with office address written in the Order.

"Vendor Application Form" means the form prepared by Canon HK for the purpose of vendor registration.

The headings used in these Terms and Conditions are inserted for convenience only and shall be ignored in construing their meanings.

3.1

(a)to supply and deliver the Goods to such location on or before the Delivery Date as notified by Canon HK or as per Order;

(b)to pack the Goods suitably to prevent loss and/or damage;

(c)to keep detailed records of all matters in relation to the supply of the Goods for at least 1 year from the date of delivery, and at Canon HK's request, make such records available for Canon HK's inspection and provide copies of the records to Canon HK;

(d)that neither Vendor nor any Personnel has offered or given, agreed to offer or give, or will offer or give to any person, any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to act in relation to the obtaining or execution of the Order, or for showing or forbearing to show favour or disfavour towards any person in relation to any Order or any other contracts with Canon HK;

(e)to notify Canon HK immediately if Vendor is or becomes aware that any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to act in relation to the obtaining or execution of any Order, or for showing or forbearing to show favour or disfavour towards any person in relation to any Order or any other contracts with Canon HK, has been offered or given or agreed to be offered or given to any Canon HK's director, officer, employee, subcontractor and/or agent;

(f)to inform Canon HK immediately of any inquiries, questions or issues raised by any authority regarding and relating to the Goods and/or Canon HK, as well as expeditiously notify Canon HK of any similar action and provide copies of any notices or correspondences received from such authority and Vendor shall not unilaterally file any response or reply to such authority without the prior written approval of Canon HK;

(g)in case of production of Goods as instructed by Canon HK, not to produce and/or supply and to ensure no other person produces and/or supplies Goods beyond the quantity as described in and accepted under an Order and/or otherwise than pursuant to an Order;

(h)in case of production of Goods as instructed by Canon HK, not to use and use reasonable effort to ensure no other person uses any Intellectual Property Rights of Canon HK, its parent companies and/or their affiliates and any description and/or images of the Goods for any purpose (including without limitation for advertising, promotion and/or marketing material or activities) other than with written authorization from Canon HK;

(i)unless with Canon HK written authorization, not to represent itself or allow itself to be represented, and to ensure no Personnel represents itself or allows itself to be represented, as being in any way connected with Canon HK, its parent companies and/or their affiliates, brand and/or any product (whether as a manufacturer, supplier or otherwise) of Canon HK, its parent companies and/or their affiliates;

(j)unless with Canon HK written authorization, not to use or allow any other person under its direction to use any designs, material or information supplied by or on behalf of Canon HK other than for the purpose of fulfilling its obligations under the Order and only to the extent necessary; and

(k)not to be involved in the production and/or supply of any goods which may be in actual or potential infringement of the Intellectual Property Rights of any person unless with such person's written authorization and hereby warrants that it and all Personnel have never been and are not involved in the production and/or supply of any goods which may be in actual or potential infringement of the Intellectual Property Rights of any person.

(a)shall be deemed as an agreement by Canon HK to purchase any Goods other than Goods pursuant to an Order; and

(b)shall prevent Canon HK from obtaining the Goods (or similar goods) from any other person.

4.1

Vendor represents and warrants to Canon HK that all Goods shall be:

(a)new and unused at the time of delivery unless otherwise specified in the Order;

(b)in full compliance with the Requirement Specifications and Statutory Requirements, of merchantable quality, fit and sufficient for the intended purposes and free from any type of known potential error or defect; and

(c)free of any claims by any other person and that all use of the Goods shall not infringe or constitute a wrongful use of any Intellectual Property Rights or any other right, title or interest of any other person.

Vendor further represents and warrants to Canon HK that:

(a)it has full capacity and authority to execute, deliver and perform its obligations under the Order and the Order is executed by a duly authorised representative of Vendor;

(b)it will comply with all Statutory Requirements in carrying out any matter arising from or in connection with the Order;

(c)for the IPRs subsisted, used in or in connection with the Goods, the Vendor has obtained and will maintain at its own costs for the necessary Permissions to grant the rights to make the Goods and sell the Goods to Canon HK

(d)unless contrary in writing is shown in the Order, for IPRs created and developed by the Vendor or its Subcontractor as instructed by Canon HK, full and absolute right and title free from any encumbrance in any and/or all IPRs shall be vested in Canon HK as soon as such IPRs are created and, insofar as necessary to so vest the same, the Vendor as beneficial owner hereby assigns to the Canon HK full and absolute title, rights, and interest free from encumbrance in each IPRs present and future in all and any part of the world for its full term and effect.

(e)it will obtain and maintain at all times any and all government permits, permissions, approvals, licences and consents required as may be applicable and/or necessary to ensure the due performance of its obligations under any Order at its own expense;

(f)it will comply with all applicable security and trade control related laws and regulations and such guidelines as Canon HK may notify Vendor in writing from time to time relating to such security and trade control related laws and regulations in carrying out any matter arising from or in connection with any Order;

(g)it will comply with all applicable environmental related laws and regulations and such guidelines as Canon HK may notify Vendor in writing from time to time relating to environmental related matters and shall co-operate with Canon HK in promoting environmentally sound business operations under the common understanding that it is a corporate social responsibility to conduct business activities that take into consideration environmental related matters; and

(h)the execution and performance of the Order does not and shall not violate any provision of any existing arrangement, law, rule, regulation or order.

(i)the information given by the Vendor in Vendor Application Form (supplied to Canon HK) are to the best of its knowledge true, accurate and complete and Canon HK relies on the answers given in these forms to enter the Order.

5.1

6.1

Should Vendor fail to remove any rejected Goods with Canon HK within thirty (30) days upon Canon HK's notice, Canon HK may without prejudice to its other rights and remedies:

(a)without further notice to Vendor dispose of such Goods as Canon HK shall think fit without being liable to Vendor for loss and Vendor shall indemnify Canon HK against any liability to third party in consequence of such disposal and the costs of such disposal; or

(b)continue to store such Goods and Vendor shall reimburse Canon HK for all storage costs immediately upon Canon HK's written demand.

7.1

8.1

Where Vendor comes to know of any actual, threatened or suspected IPR Claim, Vendor shall:

(a)without further notice to Vendor dispose of such Goods as Canon HK shall think fit without being liable to Vendor for loss and Vendor shall indemnify Canon HK against any liability to third party in consequence of such disposal and the costs of such disposal; or

(b)continue to store such Goods and Vendor shall reimburse Canon HK for all storage costs immediately upon Canon HK's written demand.

(c)not assist in, cause, or permit any action which may damage or endanger any IPRs of Canon HK, its parent companies and/or their affiliates; and

(d)not settle or compromise any IPR Claim without Canon HK's prior written approval.

9.1

(a)public and product liability insurance; and

(b)workmen's compensation insurance as required by the relevant governing and applicable laws.

10.1

Any Confidential Information which Canon HK permits in writing to be disclosed by Vendor shall be strictly limited to the following purpose and subject to the following terms:

(a)such disclosure shall be strictly for the purposes of, and only to the extent required for Vendor's fulfillment of its obligations under the Order;

(b)Vendor shall ensure that the person whom the Confidential Information is disclosed shall not disclose the Confidential Information to any other person or use the Confidential Information for any other purpose other than for the purposes of, and only to the extent required for Vendor's fulfillment of its obligations under the Order. Vendor shall further atCanon HK's request procure that each person and/or entity whom Confidential Information is to be disclosed executes and delivers, an undertaking to safeguard the Confidential Information on such terms as may be specified by Canon HK; and

(c)if the disclosure is ordered by a court of competent jurisdiction or required to be disclosed by law, Vendor may make such disclosure provided that Vendor shall as soon as reasonably practicable after receipt of the notice of such requirement notify Canon HK of the same to give Canon HK the opportunity to seek any other legal remedies to maintain such information in confidence as far as reasonably practicable.

Vendor acknowledges and agrees that any unauthorized use or disclosure of Confidential Information could cause immediate and irreparable harm to Canon HK for which money damages may not constitute an adequate remedy. Accordingly, Canon HK shall be entitled to seek and to obtain injunctive or equitable relief without limiting or restricting their rights to seek and obtain other damages and reliefs available under these Terms and Conditions and/or at law or in equity.

For the purpose of thisClause 10, Vendor shall not be bound in respect of Confidential Information which:

(a)is or comes into the public domain otherwise than by a breach of these Terms and Conditions; and

(b)lawfully known to Vendor before receiving the same from Canon HK and is not subject to other obligations of confidentiality binding Vendor.

11.1

12.1

Without prejudice to any rights and remedies available, Vendor undertakes to defend, indemnify and hold harmless Canon HK and its affiliates, directors, officers, employees, and agents from and against any and all damages, liability, claims, losses and expenses (including all legal fees on a full indemnity basis) arising (directly or indirectly) from or in connection with:

(a)any defect in and/or malfunction of the Goods;

(b)any Default of Vendor or any Personnel;

(c)any claims by any third party from or in connection with any Default of Vendor or any Personnel; and

(d)the exercise by Canon HK of its rights and remedies pursuant to any of the above.

In no event shall Canon HK be liable in contract, tort or otherwise for:

(a)any death, personal injury or property damage (unless caused solely and directly by Canon HK's own negligence or wilful default);

(b)any loss of profit, business, contracts, revenues or anticipated savings; and/or

(c)any special indirect or consequential damage of any nature whatsoever

regardless of the legal theory it is based on and even if Canon HK has been advised of the possibility of such losses or damages.

13.1

14.1

Canon HK may, without prejudice to its other rights and remedies and without incurring any liability or needing to make any compensation to Vendor whatsoever, terminate any or all Orders immediately upon written notice to Vendor, upon the occurrence of any of the following:

(a)Vendor commits a breach of any provision of these Terms and Conditions and, in the case of a breach which is capable of remedy, fails to remedy the same to the satisfaction of Canon HK within fourteen (14) days after receipt of a written notice by Canon HK for rectification;

(b)Vendor enters into compulsory or voluntary acquisition or is wound up or goes into liquidation proceedings or if a winding up/bankruptcy petition shall be presented or an order is made or a resolution be passed for the winding up of Vendor or has a receiver (or a similar functionality) appointed to any of its property or assets or makes a general assignment for the benefit of its creditors or otherwise acknowledges insolvency;

(c)Vendor enters into any composition or arrangement with its creditors; and

(d)any distress or execution or other process of a court of competent jurisdiction is levied on any of Vendor's assets and such distress execution or other process as the case may be is not satisfied by Vendor within fourteen (14) days from the date thereof;

(e)if in relation to any other contract with Canon HK, Vendor or any person employed by it or acting on its behalf has committed any offence under the Prevention of Bribery Ordinance (Cap. 201) or has abetted or attempted to commit such an offence or has given any fee or reward the receipt of which is an offence under the said Ordinance; and

(f)Vendor has engaged or engages or threatens to engage in any conduct adversely affecting the reputation or goodwill of Canon HK, its parent companies and/or the Canon brand.

15.1

The termination or expiry of any Order:

(a)shall not destroy or diminish the binding force or effect of the provisions of these Terms and Conditions or the relevant Order which are expressly or implied to come into force or to remain in force after such termination or expiry and/or which need to survive the termination or expiry in order to give full effect to their meaning and intent; and

(b)shall be without prejudice to any rights which have already accrued to Canon HK under these Terms and Conditions and in particular, but without limitation, the right to recover any payments and damages from Vendor.

Upon the expiry or termination of an Order for any reason:

(a)Canon HK shall only be liable to pay Vendor the Prices due and unpaid for the Goods which have been supplied up to the date of termination in accordance with the terms of the relevant Order, less any sums for damages incurred or may be incurred by Canon HK arising from or in connection with Vendor's Default (if any), and save as aforesaid, Vendor shall have no further claim whatsoever whether under the relevant Order or at law (including, without limitation, any claim for fees, disbursements, expenses, compensation, losses (including loss of profits) or damages, against Canon HK);

(b)Vendor shall on Canon HK's demand, refund to Canon HK, all monies paid by Canon HK in advance (without interest) in respect of any Goods not supplied in accordance with these Terms and Conditions and the relevant Order;

(c)Canon HK shall remain entitled to all rights granted and assigned to Canon HK under these Terms and Conditions and the relevant Order in respect of the Goods already received by Canon HK as at the date of expiry or termination;

(d)Vendor shall continue to comply with all its obligations under these Terms and Conditions and any other Orders which are not affected by expiry or termination of the terminated Order;

(e)Vendor shall immediately procure the delivery to Canon HK of:

all Confidential Information (including copies) and Canon HK's property in the possession of and/or provided by Canon HK to Vendor and any Personnel; and all technical data, artwork, images, drawings, designs, specifications, calculations, manuals, moulds and other documents, materials, items and information prepared by Canon HK, Vendor or any Personnel pursuant to and/or for use in connection with an Order and exclusive for the production of the Goods. For the avoidance of doubt, the foregoing shall include all design moulds or the like thereof used exclusively for the production of the Goods.