General Terms and Conditions

This Terms and Conditions of Sales (“T&C”) shall be deemed to be incorporated into any agreement entered into by and between ALDER Optomechanical Corporation (“ALDER”), with a principal place of business at No. 171, Tianjin St., Pingzhen Dist., Taoyuan City 32458, Taiwan; and the Purchaser (“PURCHASER”), firm or persons to whom the offer is addressed and shall include executors, successor, and permitted assigns..

    Any terms and conditions contained in any order, offer, acceptance or other document of the purchaser and all representations, statements, terms and conditions and warranties (whether implied by statue or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law. No variation or cancellation of any of these T & C shall be binding on ALDER unless agreed in writing by ALDER. Alder shall not be obligated to fulfil this Agreement if such fulfilment is prevented by any impediments arising out of national or international foreign trade per Purchasers’ requirements or any embargoes or other sanctions.

  2. Acceptance and Order

    Unless previously revoked by written notification to the Purchaser, Alder’s offer shall remain valid for the period as stated in the offer or, where no such period is stated, for thirty (30) days form the date thereof. All purchase orders must be made in writing, Alder will determine the minimum order value applicable from time to time. A surcharge may be applied for orders of less than the minimum order value. Alder reverses the right to amend offer pricing where a material change in manufacturing costs or exchange rates becomes apparent.

  3. Cancellation or Variation

    Any order may, at Alder’s option be terminated in the event of insolvency or bankruptcy of the Purchaser or of execution being levied against any of the goods of the PURCHASER or the Purchaser being placed in liquidation, whether voluntary or otherwise or administration.

    An order may be cancelled or varied by the purchaser only if such cancellation or variation is accepted by Alder in writing by issuing a cancellation number. Any such variation or cancellation shall only occur on terms which will reimburse Alder for any costs or loss (including but not limited to loss of profit) incurred. Alder reverses the right to amend the quantities on indent deliveries to a maximum 5% of original order quantity.

  4. Quoting & Pricing

    All quotations are made, all orders are accepted, all goods are sold, and service and advice rendered subject only to these T & C and to the exclusion of any conditions of purchase. Any variations in these conditions must be expressly accepted by us in writing.

    Our quotations are invitations to treat and not offer to sell. Orders submitted in the terms of our quotations will not be binding until accepted by us. The prices charged shall be Alder’s prices as agreed in writing otherwise at the ruling date of delivery ex Alder’s production site The price offered is based on full carton quantities only and upon the quantities referred to in the offer. Alder reserves the right to amend the prices in line with the price list or to round any ordered item to full case quantity or minimum order quantity (MOQ) without further correspondence . All information on order confirmation are deem correct unless notified otherwise to Purchaser Service with 24 hours.

    The Purchaser must notify Alder of a pricing claim, in writing, within five (5) working days of invoice date, after this time period no claims can be entertained. Alder undertake to investigate, and credit where appropriate.

  5. Delivery

    Any date quoted for delivery is an estimate only unless a guarantee shall have been given by Alder in writing. The Purchaser shall accept and pay for goods if and when tendered notwithstanding any failure by Alder to delivery by the quoted date. Written advice to the purchaser that goods are ready for delivery whether in whole or in part shall constitute tendering and the terms of payment shall apply.

    Alder shall not be liable to any purchaser or any other party for any loss or damage including direct or consequential injury loss or damage whatsoever by reason of any delay in delivery whether the same is due to the negligence of Alder or any other party, actions constituting fundamental breach of contract, strike or any other industrial action, or any other cause whatsoever.

    Alder reserves the right to deliver by instalments any if delivery is made by instalments the purchaser shall not be entitled to terminate or cancel the contract.

    Alder reserves the right to choose the method of transport. The Purchaser will sign, at the time of delivery, the Delivery note or other delivery documentation for receipt of the goods. If the Purchaser sighs “unexamined” or similar, Alder will deem this to be an acknowledgement of the receipt of all cartons or packages specified on the delivery note.

  6. Risk

    The good sold shall be at the Purchaser’s risk immediately upon dispatch to the Purchaser or Purchaser’s agent or where dispatch is delayed, risk shall pass to the Purchaser after fourteen (14) days from the date of notification that the goods are ready for delivery.


    ALDER shall supply Purchasers with quality Products conforming to the specifications and quality standards pertaining thereto.


    Prices for the Products and spare parts are quoted EXW (ICC Incoterms 2010) and are inclusive of export packing. Unless otherwise agreed in writing, all prices shall be quoted in USD (US$).

    Purchasers shall make payment for all Products ordered by the same within “payment in advance” from delivery against presentation of the relevant invoices. All payments shall be made in USD and by wire transfer, unless otherwise agreed in writing.


    Purchaser agrees to provide, at his own expenses and under its sole liability, suitable after-sales service for all Products in respect of which such assistance may be required in the Territory. Purchaser shall set up and maintain an adequate after-sales service organization with the necessary mean and qualified personnel for the performance of after-sales service. Purchaser shall perform after-sales service in accordance with the standards indicated by ALDER.

    Alder shall offer to its Purchasers in his territory a warranty for 2 years. ALDER and Purchaser shall assume product liability in accordance with the applicable EU and/or national laws and regulations.

    ALDER shall supply free of charge and deliver Carriage to Purchaser’s premises. Products needed to replace defective Products under the warranty conditions.

    Upon expiry or termination of this T&C for whatever reason, Purchaser shall transmit to the persons indicated by ALDER any request from Purchasers relating to Products warranty, unless otherwise agreed in writing between the parties hereto.

    ALDER shall defend and hold Purchaser harmless against all costs and damages which Purchasers may incur or for which Purchaser may become liable in any claim or action made against Purchaser in respect of defective products, provided that Purchaser shall inform ALDER in writing within a period of thirty (30) days of such claim or action.

  10. Limited warranty

    Where a warranty claim is justified, Alder may charge Purchaser for returned Products that are not found to be defective or non-conforming together with the freight, testing and handling costs associated therewith. Labour costs for (de)-installation of the Products are not covered under the warranty.


    This T&C shall be governed by the laws of Taiwan. ALDER and Purchaser agree to comply with all applicable laws and regulations in Taiwan.


    Each party agrees to indemnify and hold the other harmless from any liability, claims, suits, demands, and all expenses and costs arising out of the performance of the party's work hereunder that are caused in whole or in part by the party's negligent act or omission.


    If any provision of this T&C shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof but this T&C shall be construed as if such invalid or unenforceable provision had never been contained herein. Neither party may assign its obligations hereunder.

    Failure of ALDER to insist on strict performance of any of the terms, conditions or parts of the T&C herein contained shall not constitute or be construed as a waiver or relinquishment of ALDER's rights thereafter to require strict compliance therewith.

    The provisions here constitute the entire T&C between the parties and any change, amendment, or modification must be in writing and executed by an authorized representative of each party.

    Both parties accept that some minor details of this T&C will continue to be discussed and mutually agreed that either Party can raise concerns for any of the articles in this T&C, and request, in writing, the other Party to negotiate, in order to reach new conclusions on these articles.