Services & Liability Limitation Policy

1Nature and Scope of Our Services

Samway Global Limited (“Samway Global“, “we“, “us” or “our“) provides business-to-business (“B2B“) sourcing, procurement coordination and related commercial support services.

Our services may include:

• identifying potential manufacturers and suppliers
• communicating with manufacturers and suppliers on behalf of Customers
• obtaining product specifications, quotations and commercial information
• coordinating agreed sourcing and procurement activities
• coordinating or assisting with international shipping and logistics arrangements where agreed

Unless expressly agreed otherwise in writing, Samway Global acts as a sourcing intermediary and commercial coordinator and is not the manufacturer or producer of the goods supplied by third-party manufacturers or suppliers.

Unless expressly agreed otherwise in writing, Samway Global does not assume the manufacturer’s product warranty or the manufacturer’s obligations in relation to the manufacture, safety, quality, conformity or performance of the goods.

2Completion of Services and Transfer of Risk

Unless otherwise expressly agreed in writing, Samway Global’s sourcing and procurement services in relation to an order will be considered substantially completed when the goods are handed over to the relevant commercial carrier or otherwise placed into the agreed international shipment process.

Where an applicable Incoterm governs the transaction, risk in the goods shall transfer in accordance with that Incoterm.

For example, under FOB (Free on Board) terms, risk generally transfers in accordance with the applicable FOB Incoterm when the goods are loaded on board the vessel at the designated port of shipment.

Following the transfer of risk, Samway Global shall not be responsible for loss, damage, delay, deterioration, storage, handling, transportation, customs clearance or delivery issues arising after the relevant transfer of risk, except to the extent that such liability arises directly from a service or obligation expressly undertaken by Samway Global in writing or cannot lawfully be excluded.

3Responsibility for Products and Manufacturers

The Customer acknowledges that the physical goods are manufactured and supplied by independent third-party manufacturers or suppliers.

Accordingly, responsibility for manufacturing matters, including manufacturing defects, materials, workmanship and product conformity, rests primarily with the relevant manufacturer or supplier, subject to the applicable supply arrangements.

Unless expressly agreed otherwise in writing, Samway Global does not provide an independent manufacturer’s warranty for the goods.

To the maximum extent permitted by applicable law, Samway Global shall not be responsible for defects, deficiencies, failures or non-conformities arising from the manufacturing process or from the acts or omissions of an independent manufacturer or supplier.

Nothing in this Policy excludes or limits any liability that cannot lawfully be excluded or limited under the laws of England and Wales.

4Pre-Shipment Inspection and Customer Acceptance

Customers are strongly advised to arrange an independent pre-shipment inspection (“PSI”) before goods are released for international shipment.

The Customer may appoint an independent inspection provider, including a recognised inspection company such as SGS, Bureau Veritas or another suitably qualified provider.

The Customer is responsible for determining the scope and adequacy of any inspection and for deciding whether the goods are acceptable for shipment.

Where a PSI has been completed and the goods have passed the agreed inspection criteria, or where the Customer has declined, waived or failed to arrange an available PSI, the Customer acknowledges that the goods are being released for shipment based on the information and inspection arrangements available at that time.

To the maximum extent permitted by applicable law, Samway Global shall not be responsible for defects or non-conformities that could reasonably have been identified through an appropriate pre-shipment inspection.

A PSI or Customer approval does not, however, exclude liability that cannot lawfully be excluded, including liability arising from fraud, fraudulent misrepresentation or deliberate concealment.

5Post-Shipment Assistance

Following shipment, Samway Global may, at its discretion and as a matter of commercial goodwill, assist the Customer in communicating with the relevant manufacturer or supplier regarding a product complaint or claim.

Any such assistance is provided without admission of liability and does not make Samway Global responsible for the manufacturer’s obligations.

Samway Global does not guarantee that a manufacturer or supplier will accept a claim or provide any particular remedy.

Unless expressly agreed otherwise in writing:

• Samway Global does not accept returns, stock handbacks or physical cargo
• Samway Global is not required to fund or finance manufacturer refunds, replacements, repairs, credits or compensation
• Samway Global will not issue refunds, credits or replacements from its own resources in respect of manufacturer defects
• any refund, replacement, repair, credit or other remedy relating to a manufacturing issue remains subject to the relevant manufacturer’s or supplier’s agreement and applicable contractual arrangements

Any assistance provided by Samway Global after shipment shall not extend, renew or otherwise increase Samway Global’s contractual liability.

6Limitation and Exclusion of Liability

To the maximum extent permitted by the laws of England and Wales, and subject to the requirements of applicable law, Samway Global’s total aggregate liability arising out of or in connection with its sourcing, procurement, coordination or related services for any individual order shall be limited to the service fee or commission actually paid to Samway Global in respect of that order.

This limitation applies to liability arising in contract, tort (including negligence), breach of statutory duty or otherwise, to the extent legally permitted.

Subject to liabilities which cannot lawfully be excluded or limited, Samway Global shall not be liable for:

• the purchase price or underlying cost of the goods
• international shipping or freight charges
• customs duties, tariffs, import taxes or governmental charges
• port, storage, demurrage or handling charges
• loss of revenue or sales
• loss of profit
• loss of business
• loss of business opportunity
• loss of contracts
• loss of anticipated savings
• business interruption
• any indirect or consequential loss

The Customer acknowledges that the above allocation of risk and limitation of liability forms an important part of the commercial basis on which Samway Global provides its services and determines its service fees.

Where applicable law requires a limitation or exclusion to satisfy a test of reasonableness, the relevant provision shall apply only to the extent that it satisfies that requirement.

Nothing in this Policy shall exclude or restrict liability for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation
• any other liability which cannot lawfully be excluded or restricted under applicable law

7Customer Responsibility for Product Suitability and Compliance

The Customer is responsible for determining whether the products ordered are suitable for its intended use, resale or application.

The Customer is also responsible for ensuring that the products comply with all applicable laws, regulations, technical standards, safety requirements, labelling requirements, packaging requirements, certification requirements, environmental requirements and import requirements applicable in the destination market.

Where applicable, the Customer is responsible for obtaining appropriate professional advice concerning:

• product safety
• product certification and conformity
• labelling and packaging
• customs and import requirements
• regulatory requirements
• environmental requirements
• any requirements relating to the intended use or resale of the products

Unless expressly agreed otherwise in writing, Samway Global does not provide legal, regulatory, technical, customs or product-compliance advice.

To the maximum extent permitted by applicable law, Samway Global shall not be responsible for losses, costs, delays, rejection, detention, seizure, recall or other consequences arising from the Customer’s failure to ensure that the products comply with applicable destination-market requirements.

8Customer's Duty to Provide Accurate Information

The Customer is responsible for providing Samway Global with accurate, complete and timely information relating to the order, including product specifications, quantities, intended use, delivery requirements, destination and any known regulatory or compliance requirements.

Samway Global shall not be responsible for errors, delays, additional costs or non-conformity arising from inaccurate, incomplete, misleading or late information supplied by the Customer.

Where the Customer changes specifications, quantities, delivery requirements or other material instructions after an order has been placed, Samway Global shall not be responsible for additional costs, delays or consequences resulting from such changes.

9Reasonableness and Mandatory Legal Rights

The provisions of this Policy are intended to operate to the maximum extent permitted by applicable law.

Nothing in this Policy is intended to exclude, restrict or limit any liability, right or remedy which cannot legally be excluded, restricted or limited.

Where any provision of this Policy is found to be unenforceable or subject to a statutory requirement of reasonableness, that provision shall be interpreted and applied to the minimum extent necessary to make it enforceable and lawful, while preserving its commercial purpose as far as legally possible.

The remaining provisions shall continue in full force and effect.

10Governing Law and Jurisdiction

This Policy and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

Subject to any mandatory legal rights or applicable jurisdictional requirements, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with this Policy or the services provided by Samway Global.

11Contact Information