TERMS AND CONDITIONS OF SALE

1. ABOUT US

a. Company details

We are HONOR Technologies (UK) Co., LTD, a company incorporated under the laws of England and Wales with company number 13152943, with business office at Landmark Office Space, 450 Brook Drive, Green Park, Reading, Berkshire,RG2 6UU United Kingdom, (hereinafter also referred to as “HONOR”, “we” or “us”).

b. CONTACTING US

To contact our customer service team or you may call +44-08000113152 or email to uk.support@honor.com. To give us formal notice of any matter under the Contract please use the email uk.support@honor.com, if not stated otherwise within these terms.

To contact our Complaints Officer you may call +44-08000113152 or email to uk.support@honor.com

2. DEFINITONS

The following terms shall have the meaning as defined below.

“Acceptance” means the moment HONOR accepts the order.

“Business Day” means each working day except for Sundays and bank holidays applicable to HONOR’s business address.

“Buyer” means a distributor, purchaser or company that is not a consumer, who acquires the Products and/or Services for resale rather than for its own use. “Buyer” is herein also referred to as “you”.

“Contract” means agreement between HONOR and Buyer regarding Buyers Order.

“Parties” means Buyer and HONOR together, and “Party” means Buyer or HONOR as applicable.

“Product(s)” means hardware or any part thereof, that is available for purchase at HONOR Online Store.

“Terms” means these B2B Terms & Conditions. Any Terms & Conditions published on the HONOR Online Store (https://www.honor.com/uk/) applicable to consumers shall in no case apply to Buyer’s purchase.

3. OUR CONTRACT WITH YOU

a. Our Contract

These terms apply to the order by Buyer and supply of goods by us. No other terms are implied by trade, custom, practice or course of dealing.

b. Entire Agreement

The Contract is the entire agreement between us in relation to its subject matter. Buyer acknowledges that Buyer does not rely on any statement, promise or representation or assurance or warranty that is not set out in these Terms.

4. REQUIREMENTS TO PLACE AN ORDER

To place an order, Buyer must

(a) be legally capable of concluding binding contracts;

(b) be an entrepreneur within the meaning of the UK Value Added Tax Act 1994 and with registered seat or place of residence in the United Kingdom and purchase the products for its/his business;

(c) be at least 18 years old if not a legal entity;

(d) have a UK tax number or VAT identification number. Buyer confirms that the VAT identification number and the notification of the allocation of a VAT identification number provided to us belong to the business that is run by Buyer. If Buyer provides us with company tax number, Buyer confirms that this company tax number belongs to the company Buyer operates;

(e) access our website from UK.

By placing an order via our website, Buyer confirms all of the above requirements are met for the order.

(f) Registration

When making an Order, you must register for an Account on the Site or the App and you must follow the instructions on the Site or the App as to how to make your Order and for making changes to your prospective Order before you submit it to the Site or the App.

5. PLACING AN ORDER AND ITS ACCEPTANCE

a. Placing your Order

Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (“Goods”) subject to these Terms.

b. Correcting input errors.

Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order [and any specification submitted by you] is complete and accurate.

c. Right to reject

HONOR reserves the right to reject any Order in whole or in part in writing. HONOR shall use reasonable efforts to notify Buyer of the Acceptance or rejection of each Order within ten (10) Business Days from the Order. If we reject the Order for any reason, we will inform you of this by email within ten (10) Business Days from the Order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible. In case of offline payment, an Order will be rejected if payment is not fulfilled within the valid period stated in Payment Request (see clause PRICE AND PAYMENT – Offline Payment).

d. Cancel or Modify

Except as otherwise provided in these terms an Order may not be cancelled or amended by Buyer. If you wish to amend your order post Acceptance, you may contact us but Honor is not obliged to process or accept such request.

6. PRICE AND PAYMENT

a. Price Quotation

Subject to the Terms, HONOR agrees to sell and Buyer agrees to purchase Products from HONOR at the prices set forth in the price quotation provided and updated by HONOR from time to time, any discount or promotion applicable to the Order shall be agreed by the Parties on a case by case basis.

b. All prices are exclusive of (a) shipping, freight, terminal charges and handling chargers (collectively, “Delivery Costs”), and (b) sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any government authority on any amounts payable by you, if not stated otherwise. Delivery Costs are as advised to you during the check-out process, before you confirm your order.

c. VAT exemption

The Parties acknowledge and agree that all Orders placed by Buyer are for resale purpose with a total sum of each one not less than 5000 pounds (VAT excluded), i.e., a VAT exemption will be applicable to such orders and all price quotations provided by HONOR are VAT excluded.

d. Offline Payment

Payment shall be paid to the bank account stated on the Payment Request within the valid period stated therein. The Buyer shall immediately notify HONOR of the remittance of the full payment by replying to the email address which was used sending the Payment Request. Buyer hereby guarantees that all credit/debit cards used for payment transfer pursuant to the Payment Request are duly registered and opened as corporate account. HONOR will not be obliged to and responsible for any personal payment behavior represents the personal card holder himself/herself nor any personal procurement used for the purposes other than those stated herein and without Buyer’s authorization.

e. Refunds

Any refunds to you will be made through the same payment method you used when making the original payment.

7. OWNERSHIP, RETENTION OF TITLE & TRANSFER OF RISK

a. Title to Products, excluding all rights in and to the Software and any other IPR, shall pass to Buyer upon the full payment for such Products and Acceptance in accordance with these terms.

b. The risk of accidental destruction, accidental damage or accidental loss of the delivered goods shall pass to Buyer upon delivery of the goods to the transport company.

8. DELIVERY

a. Once we have received your payment, your order and contract will be processed and fulfilled. We are not obliged to ship any Goods until we have received full payment.

b. We may refuse individual orders for multiple Goods with different delivery times or different delivery addresses.

c. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

d. Upon arrival of the Goods at the destination specified in the Order, Buyer shall duly accept delivery without any delay. If Buyer does not pick up or accept the goods from the carrier, Buyer is subject to bear the warehousing cost or other fees or expenses resulting from such pickup delay (if any).

e. Buyer is obliged to inspect each Delivery with due diligence of a good Businessperson (“Delivery Inspection”) and shall notify the result thereof in writing to HONOR within three (4) calendar days from the date of the arrival of the Products. Where Buyer fails to do as provided above, such delivered Products shall be deemed to have passed the Delivery Inspection at the end of the time period stated.

f. We only ship to addresses in the United Kingdom.

9. BUYER’S COMPLIANCE

Buyer shall comply with all applicable laws, rules, and shall obtain and maintain all permits, licenses and government registrations necessary or appropriate regulations in connection with Buyer’s activities under the Contract.

If Buyer distributes or transfers Goods and or any HONOR products to a third party, Buyer shall comply with all applicable national and international export control regulations. In any event, Buyer shall comply with applicable export regulations of United Kingdom, the European Union the United States of America and or the United Nations. Upon request by HONOR, Buyer shall provide written assurances of such compliance. In the event HONOR is required to conduct export control checks, Buyer shall upon request by HONOR without undue delay provide to HONOR all necessary information to do so. Subject to clause “INDEMNIFICATION” Buyer shall indemnify and hold harmless HONOR from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by Buyer, and Buyer shall compensate HONOR for all losses and expenses resulting thereof.

10. INDEMNIFICATION

Buyer shall indemnify, defend and hold HONOR harmless from any costs or damages (including but not limited to attorneys' fees) resulting from third party claims against HONOR arising from or in relation to

(i) Buyer’s misuse of any Product, Software or Service provided by HONOR (if any),

(ii) Buyer’s use of any product, software or service not provided by HONOR but used in combination with HONOR Products, Software and/or Services;

(iii) Buyer’s (including its representative’s) breach of any of its obligations under the Contract or these Terms;

(iv) services provided by Buyer (if any).

11. LIMITATION OF LIABILITY

Buyer recognizes and agrees that all claims it may have in relation to Products will be a matter between the Buyer and the third party only. HONOR disclaims any and all liability towards Buyer, whether such liability is asserted on the basis of contract, tort (including negligence, products liability or strict liability) or otherwise. In case HONOR would nevertheless be considered liable to Buyer, such liability shall be limited per calendar year to direct damages, and to an amount equivalent to a one hundred percent (100%) of the total value of the Order that gives rise to the claim for all claims in aggregate. In no event shall a Party, regardless of claim, right or theory, be liable to the other Party for any incidental, consequential, indirect, special, or punitive damages of any kind or nature, or for loss of revenue, profit, (lucrum cessans), sales, anticipated savings, use of money or use of products, loss of business, loss of data, or other financial loss arising out of or in connection with the Contract.

12. CONFIDENTIALITY

All Documentation and information supplied by either party to the other in whatever form shall be treated as confidential and shall not be disclosed or used otherwise than for the purpose of performing their obligations under the Contract or as required by law, a court or a regulator.

Buyer agrees that HONOR may submit information about the Buyer and or the Order to HONOR affiliates.

13. GOVERNING LAW

The Agreement shall be construed in accordance with and all disputes hereunder shall be exclusively governed by the laws of United Kingdom. The UN Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall, unless amicably settled between the Parties, be submitted to the exclusive jurisdiction of the courts in London, United Kingdom.

HONOR reserves the right to take action in any competent jurisdiction in order to enforce any right or remedy against the Buyer including but not limited to asserting or defending its IPR and those of its licensors.

14. Miscellaneous

Except as otherwise provided for in the Contract, no provision of the Contract shall be deemed waived, amended, or modified by either Party unless such waiver, amendment or modification is in writing and signed by the Party against whom it is sought to be enforced.