Geyuan Electronics Electronic Manufacturing Services (EMS) General Terms and Conditions (Effective from 24 February 2025)
1. Scope of Application
Unless otherwise expressly agreed in writing by both parties, these General Terms and Conditions apply to all legal relationships related to the provision of services by Geyuan Electronics. Unless expressly agreed in writing by Geyuan Electronics, Geyuan Electronics does not agree to the application of any General Terms and Conditions used or specified by the Customer in purchase orders or any other documents.
2. Customer Representation
The Customer represents and warrants that the subject matter of the services and its effect (products) are:
(1) not dual-use items as defined in Council Regulation 428/2009 of May 5, 2009 (as amended);
(2) not used for any illegal activities. The Customer also undertakes to comply with the Geyuan Electronics Group’s anti-corruption policy.
3. Definition
Unless the context otherwise requires, for the purposes of these General Terms and Conditions, all words and expressions used herein are defined terms and have the following meanings: Affiliate – refers to an entity that, at a particular time, is directly or indirectly controlled by, jointly controlled with, or controls a party, where “control” means having 50 percent (50%) or more of the equity, voting rights, or similar interests in that entity; Agreement – refers to the formal basis for the provision of services, including the accepted offer and its annexes, specifications, general terms and conditions, purchase order, and any other documents agreed in writing by the parties to define the manner in which the services are provided; Authorized Representative – refers to a person authorized to speak on behalf of a party regarding any statement relating to the formation, performance, modification, or termination of this Agreement; an authorized representative of Geyuan Electronics may be designated in the offer; Bill of Materials (BOM) – refers to a detailed list of materials, components, and assemblies provided by the customer to Geyuan Electronics for the construction, manufacture, or repair of the product (the contents of the list may vary depending on the product), including but not limited to: manufacturer name, manufacturer part number, reference number, general description, total quantity, package dimensions and style, component tolerances, possible alternative manufacturers and part numbers; the Bill of Materials forms part of the specification; customer – Refers to the entity that entered into the agreement with Geyuan Electronics; Group – Refers to the capital group to which Geyuan Electronics belongs (as defined by the accounting standards applicable to Geyuan Electronics); Remaining Materials – Refers to materials that Geyuan Electronics has ordered or purchased under this agreement in quantities exceeding those required by the customer’s current purchase order; General Terms – This document and its attachments define the general principles governing the provision of services under this Agreement; Intellectual Property/IPR—means all patents, trademarks, service marks or trade names, registered designs, copyrights, design rights, utility models, integrated circuit layout designs, registration applications for any of the above rights, trade secrets, proprietary technology and any other intellectual property or industrial property of any nature anywhere in the world; Written/Written Form—means the following forms: (1) a paper document signed in handwriting by an authorized representative; (2) a scanned copy of the document described in point (1) above, sent by email; (3) an email sent by an authorized representative designated using the form in section (1) or (2) above; Materials—means all materials/components used for the product as specified by the customer or otherwise accepted; Minimum Order Quantity (MOQ)—means the minimum quantity of products that the customer must order; Minimum Production Quantity (MPQ)—means the minimum quantity of products required to start production operations; Non-Recurring Expenses (NRE)—means Geyuan All costs and expenses not included in the Bill of Materials (BOM) required for Geyuan Electronics to commence service provision, including costs and expenses related to assembly process preparation, such as stencils for stencil printing, frames for wave soldering, machine setup and programming, documentation preparation (including manufacturing instructions), and other necessary expenses; obsolete materials—meaning materials for which Geyuan Electronics has been contracted and purchased at the customer’s request, particularly materials purchased to fulfill purchase orders submitted by the customer under this agreement, but which are no longer listed in the customer’s BOM; and/or materials removed from the specification due to changes initiated or accepted by the customer, or due to a separate written agreement between the customer and Geyuan Electronics; Quotation—meaning a proposal from Geyuan Electronics to a potential or existing customer for the provision of services; Purchase Order (PO)—meaning a written order from the customer for a specific type of service provided in the current quotation; Party—meaning either Geyuan Electronics or the customer, or both parties—meaning Geyuan Electronics and the customer; Product—meaning the material/tangible effect resulting from the performance of the services as defined in the specification; Service—meaning Geyuan Electronics’s… Any electronic manufacturing services (EMS) provided by Geyuan Electronics to customers under this Agreement, including but not limited to: purchasing materials listed in the customer’s Bill of Materials (BOM) (purchasing activities only, not involving the supply or sale of materials), product assembly, finished product testing, sub-assembly and final assembly, product configuration, packaging and/or transportation; services shall never be regarded as the supply/sale of goods; the specific scope of services shall be clearly specified in the quotation and purchase order; specifications—refers to a set of documents provided by the customer to Geyuan Electronics that are necessary and sufficient for providing the services, including but not limited to: bill of materials, schematics, design drawings, assembly drawings, process documents, test specifications, packaging requirements, quality requirements, current version number, list of qualified manufacturers, process technology, process flow diagrams, procedures, proprietary technology and other technical information related to product design and assembly; inventory—refers to surplus materials, obsolete materials, products manufactured but not yet shipped, semi-finished products, etc. Whether or not the goods are stored at Geyuan Electronics’ premises, or are contracted or ordered by Geyuan Electronics for the performance of the services under this Agreement; Geyuan Electronics – refers to Dongguan Geyuan Electronics Co., Ltd., duly incorporated under the laws of China, with its principal place of business located at Building 7, Tiansheng Industrial Park, No. 1, Luoyongfang Industrial 2nd Road, Wanjiang Street, Dongguan City, Guangdong Province, China.
4. Agreement Formation
This agreement is only valid upon Geyuan Electronics’ express acceptance of the purchase order in writing. Any modifications to this agreement are only binding upon written acceptance. The purchase order must be submitted by the customer’s authorized representative, and Geyuan Electronics has the right to request authorization documents from the customer to confirm their qualification to act on behalf of the customer. In the event of any conflict between the purchase order, the general terms and conditions, and the specifications, the provisions of the purchase order shall prevail. The purchase order may be subject to a minimum order quantity (MOQ) or a maximum order quantity (MPQ) or both, as specified in the quotation. In such cases, the purchase order must be submitted separately for the minimum order quantity, the maximum order quantity, or multiples thereof.
5. Geyuan Electronics’ Production Process
By signing a purchase order, the customer accepts Geyuan Electronics’ production process and commonly used materials (e.g., pastes, adhesives, solder) used in product manufacturing that are not listed in the Bill of Materials (BOM). The customer’s acceptance of Geyuan Electronics’ production process rules serves as the basis for service acceptance and verification of any workmanship defects for which Geyuan Electronics is liable. The production process is conducted in accordance with IPC-A-610 Level 2, Version G, and the quality management process is conducted in accordance with ISO 9001:2015 standards.
6. Information Provided by the Customer
The customer is obligated to provide Geyuan Electronics with any information, instructions, and documents necessary for the performance of the services as specified in the specifications. The customer is responsible for any errors or omissions in the specifications. If the specifications are unclear, insufficient, or raise questions regarding the performance of the services, and the customer fails to clarify all questions, Geyuan Electronics has the right to refuse to perform the services without incurring any liability. Geyuan Electronics has no obligation to verify any information or documents received from the customer. However, if Geyuan Electronics discovers any errors, omissions, or negligence that may impair its performance of this agreement, it shall immediately notify the customer.
7. NRE
Client shall pay to Geyuan Electronics NRE. Amount of NRE shall be indicated in the Offer and shall be accepted by the Client in the Purchase Order. Any changes to the accepted Purchase Order requested by the Client may result in additional NRE to be agreed between the Parties.
8. Materials
Unless otherwise agreed in writing, the services include purchasing materials listed in the customer’s Bill of Materials (BOM) (specifying manufacturing part numbers and material manufacturers), ordering materials, actually purchasing materials, and making warranty claims for materials (specific terms and conditions are detailed in Article 15 of this Agreement). Unless otherwise agreed in writing, Geyuan Electronics will conduct preliminary inspections of materials in accordance with its internal material verification policy. Material procurement shall be based on purchase orders. The customer agrees that material suppliers may impose minimum order quantities (MOQs), delivery dates, and any other requirements that may lead to material obsolescence or surplus. The customer shall purchase all inventory materials from Geyuan Electronics within 30 days of receiving notification from CBH and pay an operating fee equivalent to 5% of the inventory value, unless the inventory materials are available to fulfill other purchase orders submitted by the customer and accepted by Geyuan Electronics. If the customer fails to purchase such inventory, Geyuan Electronics shall be entitled to issue a sales invoice (or pro forma invoice) for such inventory to the customer, and the customer shall make payment within 14 days of receiving the invoice (or pro forma invoice) and take delivery within 14 days of receiving Geyuan Electronics’ delivery notice. If the customer fails to take delivery, Geyuan Electronics has the right to charge the customer a storage fee equivalent to 10% of the inventory value, calculated over the entire storage period. Geyuan Electronics also has the right to require the customer to prepay for materials. If the customer requests Geyuan Electronics to use materials provided by the customer, Geyuan Electronics shall not be liable for any consequences arising from such materials not meeting specifications or being unsuitable for product manufacturing. If the product defect originates from the materials, Geyuan Electronics’ warranty on such products (limited to the portion of the defect originating from the materials) does not apply.
9. Product Shipment
Products shall be shipped from Geyuan Electronics’ warehouse in Dongguan, China, in accordance with FCA (Incoterms 2010) terms. The risk of loss, damage, and title, as well as insurance liability, transfers to the customer upon delivery of the product (or any other item) to the carrier or freight forwarder. The customer is obligated to pay any additional shipping costs incurred due to their own actions, requests (e.g., urgent shipments), or negligence. Geyuan Electronics provides an estimated shipping date but does not guarantee on-time delivery, especially as certain factors beyond Geyuan Electronics’ control may affect the final delivery date. Geyuan Electronics will make every effort to ship on time and will immediately notify the customer of any anticipated delays, informing them of the new shipping date. If shipment is impossible due to the customer’s failure to provide necessary information or instructions, Geyuan Electronics is entitled to charge the customer additional storage fees at market value.
10. Service Acceptance
The customer has the right to inspect and test the product within fourteen (14) days of receipt. If the product does not comply with the express limited warranty provided in Clause 13 of these General Terms and Conditions, the customer has the right to refuse the product within that fourteen (14)-day period. Failure to refuse the product within the aforementioned period shall be deemed acceptance of the service by the customer. The customer shall return the allegedly defective product and provide all necessary information required for Geyuan Electronics’ claims process (as described in Clause 14 of these General Terms and Conditions). If the returned product is found to be without defect, the customer shall reimburse Geyuan Electronics for all costs related to product testing and return shipping.
11. Price
Unless otherwise agreed in writing, the prices shown in Geyuan Electronics’ quotation are valid for 30 days and do not include fees, taxes (including applicable VAT), customs duties, and other civil and legal charges related to the provision of services. These charges will be included in the price at the time of invoicing. Furthermore, the quotation does not include additional costs incurred by Geyuan Electronics for activities performed at the customer’s request that exceed the scope of the contracted services. Unless otherwise agreed in writing, the price does not include packaging fees (as specified in the quotation), shipping costs, and insurance. All payments and charges are the responsibility of the customer. If Geyuan Electronics makes payments in accordance with applicable law, the customer shall immediately reimburse Geyuan Electronics for the equivalent amount. Geyuan Electronics reserves the right to adjust prices if the customer requests any of the following after submitting a quotation or purchase order:
(1) Any changes to the service requested by the customer, including engineering changes;
(2) When the total cost of materials (recalculated in the currency used for product prices) changes by 1% due to the exchange rate difference between the time of material purchase and the time of quotation (using the average exchange rate of the National Bank of Poland);
(3) When the market price of materials recorded by CBH increases;
(4) When changes in laws affect service costs, such as increased taxes.
12. Payment Terms
Geyuan Electronics only accepts orders with a 50% deposit and the remaining 50% due before shipment (monthly payments and other payment methods are not accepted). Unless otherwise agreed in writing, invoices should be paid within 14 days of issuance (subject to prior credit line approval by Geyuan Electronics). Electronic invoices are accepted. Payment is considered received only after Geyuan Electronics has received the settled amount. No payment from the customer may be offset or counterclaimed. Installment payments are not permitted unless otherwise stipulated by law. If payment is overdue, Geyuan Electronics has the right to charge the customer interest in accordance with the statutory late payment interest regulations for commercial transactions in China.
13. Limited Warranty of Service
Geyuan Electronics warrants that the product assembly is free from workmanship defects, which will be verified in accordance with the specifications and the Geyuan Electronics manufacturing process as described in Clause 5 of these General Terms and Conditions. All other warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, non-infringement, title, and any implied warranties arising from use or a transaction, are hereby excluded. Geyuan Electronics disclaims and assumes no liability for any errors or omissions in the specifications (including initial or subsequent modifications by the customer), including defects in the product design and its results, intended function, or materials specified in the specifications, customer-supplied testing equipment or software, and product units not intended for commercial resale—the customer is solely responsible for these defects. The aforementioned limited warranty is valid for 12 months from the date the product is shipped to the customer (the “Warranty Period”), after which any warranty from Geyuan Electronics will expire.
14. Warranty Process
Upon discovering a product defect, the customer should immediately notify Geyuan Electronics (info@geyuanelectronics.com), providing all necessary information to identify the product and the defect, completing a standard Return Authorization (RMA) form, and sending the suspected defective product to the designated address as instructed by Geyuan Electronics. The customer is responsible for the shipping costs of the defective product. For defective products for which Geyuan Electronics is responsible, Geyuan Electronics will repair or replace the product (at Geyuan Electronics’ discretion) within 30 days of receiving the RMA, the product, and all relevant documents. If a 30-day period is insufficient to repair the defect due to material shortages, Geyuan Electronics will inform the customer of the reason for the delay and the estimated time. If the product is confirmed to have a workmanship defect for which Geyuan Electronics is responsible, Geyuan Electronics will reimburse the customer for the shipping costs of transporting the defective product from the delivery location specified in the purchase order to Geyuan Electronics’ repair factory, and will also pay for the shipping costs of transporting the repaired product to that location. If the product is not defective, or the defect is not for which Geyuan Electronics is responsible, the customer is responsible for the return shipping costs. In this case, the customer should also pay Geyuan Electronics for the inspection fee of the suspected defective product.
15. Material Defects
Regardless of whether Geyuan Electronics has procured the material in accordance with Article 8 of this Agreement, the Customer assumes full responsibility for the selection of the material and the results thereof. The Customer is obligated to accurately, clearly, and explicitly specify and describe the characteristics of the material in the Bill of Materials (BOM). Geyuan Electronics may only use materials different from those selected by the Customer with the Customer’s written approval. Unless the Customer requests that the material be procured from a specific supplier or manufacturer, Geyuan Electronics has the right to select the material supplier. Geyuan Electronics makes no representations, warranties, or guarantees regarding the scope or enforceability of warranties with the manufacturer or material supplier. If the material is defective, Geyuan Electronics shall handle any quality claims related to the material on behalf of the Customer, provided that the Customer provides evidence that the material does not conform to the material specifications. The Customer shall bear any additional costs associated with the claims process, including expert advice fees and the cost of Geyuan Electronics’ additional work.
16. Confidential Information
Both parties acknowledge that they and their respective employees, trustees, advisors, agents, affiliates, or other representatives (collectively, “Representatives”) will have access to and be entrusted with the safekeeping of detailed confidential information and trade secrets (“Confidential Information”) relating to their current and anticipated operations, including, in particular, the information listed in the Specification. For information provided by customers, only information explicitly marked “Confidential” shall be considered “Confidential Information” under this Agreement. For the purposes of this Agreement, “Confidential Information” also includes the existence of this Agreement and any of its terms, negotiations prior to the conclusion of this Agreement, and any transactions or arrangements mentioned or contemplated in this Agreement. Both parties undertake to use the Confidential Information only for the performance of their rights and obligations under this Agreement and to disclose it only to representatives involved in the performance of this Agreement (who shall be subject to confidentiality obligations no less stringent than those stipulated in this Agreement) and legally authorized entities. Confidential Information does not include information that has been or will be made public. In accordance with internal procedures, Geyuan Electronics has the right to retain a copy of the Confidential Information for its records. The confidentiality obligations shall expire five years after the termination or full performance of this Agreement. The Client agrees that Geyuan Electronics and its affiliates may mention the facts and scope of the cooperation between the two parties under this Agreement in their websites and marketing materials. In return, the Client permits Geyuan Electronics and its affiliates to use the Client’s name, trademarks, or logos.
17. Intellectual Property
Each party shall retain ownership of all its intellectual property rights, including those it owns at the time of the execution of this Agreement. By delivering documents containing intellectual property rights, each party grants the other a non-exclusive, non-transferable, and non-sublicensable license to use such intellectual property rights and documents to the extent necessary for the performance of its rights and obligations under this Agreement. Both parties agree (except to the extent necessary for the performance of this Agreement) not to copy, adapt, reverse engineer, decompile, disassemble, modify, or create any derivative works belonging to the other party’s intellectual property rights. The Client hereby acknowledges that it owns all intellectual property rights to the specifications, products, and any other materials and information provided to Geyuan Electronics for the performance of the Services, and that the delivery of such information does not infringe the intellectual property rights of any third party. If any intellectual property rights of Geyuan Electronics arising after the execution of this Agreement (including neighboring rights arising from the performance of this Agreement and any consequences thereof) do not include or relate to the intellectual property rights provided by the Client, such intellectual property rights shall be exclusively owned by Geyuan Electronics (unless otherwise provided in this Agreement), and the Client shall not have any rights, title, or interest in such intellectual property rights. The Customer acknowledges that Geyuan Electronics may develop, either independently or for others, solutions, frameworks, or other tools or information similar to those developed in the performance of EMS services under this Agreement, and that nothing in this Agreement shall prevent Geyuan Electronics from developing, disclosing, or otherwise using such materials and information, provided that such materials and information do not contain or reflect the Customer’s confidential information.
18. Personal Data Protection
Geyuan Electronics is the data controller (hereinafter referred to as the “Controller”) as defined in Article 4, paragraph (7) of the General Data Protection Regulation (GDPR) (the text relating to the European Economic Area) (OJ L 119, 4 May 2016, hereinafter referred to as the “GDPR”), which pertains to the processing of personal data and the free movement of such data and the repeal of Directive 95/46/EC. The Data Controller of Geyuan Electronics includes the Customer, the Customer Representative mentioned in this Agreement, the Contact Person in connection with the performance of this Agreement, the Person responsible for the performance of the rights and obligations under this Agreement, and other persons of the Customer in connection with the services provided. The Customer undertakes to fulfill its obligation on behalf of the Data Controller to provide information to persons who have provided personal data to the Data Controller as a result of entering into and performing this Agreement. The scope of such information is contained in the Data Subject Notice, which is attached to these General Terms and Conditions.
19. Indemnification
The Customer undertakes to indemnify and hold harmless Geyuan Electronics and its officers, directors, employees, subcontractors and affiliates and their respective successors and assigns, and any other persons (if any) in control of the foregoing, from and against any loss, liability, claim, damage and expense (including, without limitation, any and all expenses reasonably incurred in investigating, preparing or defending any suit or claim that has been or may be brought) arising out of: any infringement or violation of any third party’s patent, copyright or intellectual property rights by specifications, products or any other information provided by the Customer to Geyuan Electronics, or any future damage of any kind caused by the products, and any falsehood of any representation or warranty made by the Customer.
20. Limitation of Liability
Except for willful misconduct or gross negligence, Geyuan Electronics shall not be liable to the Customer for any special, indirect, incidental, punitive, or consequential damages, or any loss of profits or revenue, arising out of or related to the Customer’s breach of this Agreement, whether or not the Customer has been advised of the possibility of such damages, and whether such liability is based on contract, tort, or other cause. Geyuan Electronics’ entire liability arising out of or related to this Agreement shall be limited to the amounts paid by the Customer for the affected product unit upon which the Customer’s claim is based. Geyuan Electronics shall not be liable for any delays in the performance of this Agreement caused by the actions or causes of third parties, particularly product component suppliers.
21. Force Majeure
Geyuan Electronics shall not be liable for any failure or improper performance of its obligations under this Agreement caused by events beyond its control (particularly those relating to Geyuan Electronics, its subcontractors, or third-party suppliers, hereinafter referred to as “Force Majeure”), and for any consequences arising therefrom (including, but not limited to, any loss or damage suffered by the Customer). Force Majeure includes, but is not limited to, events that negatively impact Geyuan Electronics’ ability to perform its obligations under this Agreement, such as: war, terrorist activities, fire, flood, explosion, riots or strikes, epidemics, a state of epidemic threat, generally binding legal acts or individual legal acts against Geyuan Electronics, actual or legal acts of public or local government authorities, and suspension, delay, or revocation of licenses or other permits necessary for the performance of the subject matter of this Agreement related to export or import. In the event of a force majeure event, Geyuan Electronics shall notify the customer within a reasonable time:
(1) that a force majeure event has occurred, and provide details of the event;
(2) the impact of the force majeure event on Geyuan Electronics’ performance of its obligations under this Agreement. The occurrence of a force majeure event will result in (at Geyuan Electronics’ sole discretion) the suspension or cancellation (in whole or in part, depending on the impact of the force majeure event), or an extension of the delivery period until the force majeure event ends. Following the occurrence of a force majeure event, both parties shall make commercially reasonable efforts to minimize its impact and shall negotiate adjustments to this Agreement to accommodate the specific circumstances caused by the force majeure event.
22. Service Suspension
Geyuan Electronics shall have the right to suspend any of its obligations to the Customer (including refusing or withholding any goods to the Customer) under the following circumstances:
(1) The Customer fails to provide Geyuan Electronics with the necessary information or documents required to provide the services;
(2) The Customer fails to settle all outstanding amounts owed to Geyuan Electronics under this Agreement;
(3) Geyuan Electronics has credible evidence that the Customer is unwilling or unable to pay the service fees, particularly due to financial difficulties. In this case, Geyuan Electronics shall not be liable to the Customer for any consequences arising from the delay of any period stipulated in this Agreement.
23. Cancellation and Termination
Unless otherwise agreed in writing, purchase orders cannot be cancelled. Geyuan Electronics has the right to terminate this Agreement immediately by notifying the Customer if any of the following occurs:
(1) The Customer materially breaches this Agreement (including but not limited to the Customer’s failure to pay any due amounts on time) and fails to rectify the breach within 30 days of receiving notification; however, no rectification period is required if the breach cannot be reasonably rectified;
(2) The Customer becomes bankrupt or insolvent, or becomes the subject of liquidation or dissolution proceedings or arrangements, or ceases operations, or (in Geyuan Electronics’ judgment) is unable to repay its due debts;
(3) Any intellectual property rights of the Customer necessary for the performance of the services are terminated, cancelled, or revoked, or third-party rights are infringed.
24. Effects of Cancellation or Termination
In the event of order cancellation or termination of the agreement:
1) Geyuan Electronics will suspend service;
2) All outstanding payments due to Geyuan Electronics, and all other accrued but not yet due amounts, will become immediately due;
3) Within 30 days of submitting or receiving the order cancellation notice, the customer must:
a. Purchase goods from Geyuan Electronics’ inventory (subject to the conditions set forth in Article 8 of the General Terms);
b. Pay or indemnify Geyuan Electronics for any other charges previously accepted by the customer that are incurred by CBH as a result of the order cancellation, including but not limited to: non-recurring expenses and labor costs not yet paid prior to submitting or receiving the order cancellation notice.
Termination or cancellation of this agreement will not affect the rights and obligations of either party, nor will it affect any provisions of this agreement that remain in force by their nature, including confidentiality and indemnification provisions.
25. Subcontractors
Geyuan Electronics may subcontract all or part of the services to third parties (subcontractors) without obtaining the customer’s further consent, provided that Geyuan Electronics remains liable to the customer for any failure or improper performance of this agreement by the subcontractor.
26. Assignment
This Agreement is binding on and in the interest of both parties and their respective successors and authorized assigns. Assignment of all or any rights and obligations under this Agreement requires the written consent of the other party, but Geyuan Electronics has the right to assign such rights and obligations to any of its affiliates at any time at its sole discretion, and the Customer hereby agrees to such assignment.
27. Severability
If any provision of the Agreement or the application of it is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of the Agreement are declared to be severable.
28. Governing Law and Jurisdiction
This Agreement and any claim, dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China, without regard to any conflict of laws principles, except that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the entirety of this Agreement. The parties hereby agree that any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the following courts: (1) if the Customer’s registered office or principal place of business is located in China, the courts located in Dongguan, China; or (2) if the Customer’s registered office or principal place of business is located outside China, the arbitration shall be conducted by the Dongguan Arbitration Court of China, in accordance with the arbitration rules in effect on the date of entry into force of this Agreement; the place of the arbitral tribunal and all hearings shall be located in Dongguan, China, and the arbitration proceedings shall be conducted in Chinese.
29. Entire Agreement
The Agreement, together with any schedules and exhibits (if any) attached thereto, constitutes the entire agreement and understanding of the Parties with respect to the subject hereof, and supersedes all prior oral or written agreements, contracts, understandings and communications of the Parties in respect of the subject matter of the Agreement. No amendment, modification or waiver of any of the terms of the Agreement shall be valid unless set forth in writing and duly signed by the Party against whom enforcement of such amendment, modification or waiver is sought. No delay or failure on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, be construed as a waiver of any other right, power or privilege. The rights and remedies provided in the Agreement are cumulative and are not exclusive of any rights or remedies that any Party may otherwise have at law or in equity.
Information Regarding EMS Service Agreements between Geyuan Electronics and Data Subjects
1.Personal Data Controller. Geyuan Electronics is the data controller (hereinafter referred to as the “Controller”) as defined in Article 4, paragraph (7) of the General Data Protection Regulation (GDPR) (the text relating to the European Economic Area) (OJ L 119, 4 May 2016, hereinafter referred to as the GDPR), which pertains to the processing of personal data and the free movement of such data and the repeal of Directive 95/46/EC. The Data Controller includes the customer’s personal data, the customer’s representative mentioned in the Agreement, the contact person relating to the performance of the Agreement, the contact person relating to the performance of the rights and obligations under the Agreement, and other persons of the customer relating to the services or deliverables provided, as well as the personal data provided by the customer to the Controller. You can contact the Controller at: Building 7, Tiansheng Industrial Park, No. 1, Luoyongfang Industrial 2nd Road, Wanjiang Street, Dongguan City, Guangdong Province, China, or by email: info@geyuanelectronics.com.
2.Purpose and Basis of Processing Personal Data. The controller processes personal data for the purpose of: rectifying the performance of the Agreement or taking action prior to the conclusion of the Agreement; the legal basis for processing personal data in this respect is Article 6, paragraph 1(b) of the General Data Protection Regulation (GDPR);
2.1. To comply with the controller’s legal obligations under generally applicable law (particularly accounting and tax law); the basis for processing personal data in this respect is Article 6(a)(1)(b)(c) of the GDPR;
2.2. To realize the controller’s legitimate interests, such as written communications, emails, and telephone communications relating to the performance of this Agreement, and the possibility of establishing, asserting, and defending claims arising out of or relating to this Agreement; the basis for processing personal data in this respect is Article 6(a)(1)(b) and (f) of the GDPR.
3.Sources and Categories of Personal Data. The Data Controller obtains personal data from clients; however, if the client is a representative, contact person, person responsible for fulfilling their rights and obligations under this Agreement, or other person on the client’s website related to the services provided, the Data Controller obtains personal data directly from the client or such person. The Data Controller processes the following personal data of clients and such persons: name, job title, contact information (email address, telephone number, mailing address), VAT number and statistical identification number (if the client is a natural person conducting business), and information on the activities of such persons under the signed agreements and the services provided.
4.Recipients of Personal Data. Personal data may be transferred to the Data Controller’s subcontractors, and the Data Controller may be permitted access to services related to current business activities, such as office, administrative, accounting, tax, legal, IT services, postal, courier, banking, payment, insurance, telecommunications, document archiving and destruction, and other similar services. Personal data may also be transferred to authorized agencies to the extent required by applicable law. Personal data collected by the Data Controller under this Agreement will not be transferred to third countries or international organizations as defined in the General Data Protection Regulation (GDPR).
5.Data Retention Period. The data controller will process personal data for the duration of the agreement with the client and within the statute of limitations. Thereafter, data will only be processed to the extent and for the time required by law.
6.Rights of the Data Subject. Individuals whose personal data is processed by the controller have the following rights:
6.1. Access to the contents of your personal data;
6.2. Correction, deletion, or restriction of processing of your personal data;
6.3. Transfer of personal data;
6.4. Objection to processing of personal data;
6.5. The right to file a complaint with the Director of the Office for Personal Data Protection if you believe that the processing of your personal data violates the GDPR.
7.Information Regarding the Necessity or Voluntary Disclosure of Personal Data. Providing personal data is necessary for the conclusion and performance of this agreement and is required to a certain extent by law. Failure to provide personal data will result in the inability to conclude or perform this agreement, or the inability to perform certain obligations or rights of the parties to this agreement. Failure to provide contact information (email address, telephone number, mailing address) may render the contact form unusable.
8.Automated Processing and Analysis of Personal Data. Data controllers will not make any decisions about individuals in an automated or analytics-dependent manner.