For Hong Kong Sellers
STANDARD TERMS AND CONDITIONS FOR SALE OF GOODS (”Conditions”)
1. Each of your purchase order to us shall constitute an individual contractual offer incorporating the Conditions and when accepted by us shall form a separate legally binding contract (”Order”) between us. Any sales order initiated and issued by us to you and accepted by you shall also form a legally binding contract with the Conditions incorporated therein (also referred as “Order”)
2. Unless otherwise specified by us in writing, the Conditions shall be deemed to be incorporated into the Order and form the only terms and conditions thereof.
3. Any conditions of purchase proposed by you are overridden by the Conditions herein and are otherwise subject to our acceptance in writing
4. The Conditions set out all of our respective rights, obligations and liabilities in respect of the subject matter(s). Any warranty or condition implied by common law or by statute or otherwise into a contract for the sale of products shall be excluded to its fullest extent, except to the extent that any warranty or condition cannot by law be so excluded.
5. No warranty is given that goods supplied under the Order (”Goods”) are suitable or sufficient for any specific purpose unless such purpose is defined in the Order.
6. We shall supply the Goods in accordance with those specifications or descriptions (if any) expressly listed or set out on the face of the Order.
7. Delivery dates are only best estimates, which we shall endeavour to keep to. We shall not be liable for consequences of any delay.
8. Unless otherwise stated in the Order, and subject to Clause 9, delivery shall be deemed to be effected when the Goods are unloaded at the address specified in the Order (”Delivery”).
9. Where applicable, in the event that we are unable, through circumstances beyond our control (including without limitation the lack of shipping instructions from you), to deliver the Goods within 14 days after our notification to you that the Goods are ready for delivery, we shall be entitled to arrange storage on your behalf, whereupon the delivery to you of the relevant warehouse receipt shall be deemed the Delivery for the purpose of Clause 8. All charges incurred in this connection, including without limitation storage and insurance of the Goods, shall be paid by you within 14 days from the date of our issuance of such an invoice.
10. Subject to Clause 12 under which the risk in the Goods has not been passed to you, we shall replace free of charge the Goods proved to our satisfaction having been damaged in transit, provided that within 24 hours after the Delivery, both we and the carriers have received from you a written notification of the occurrence of the damage, and its nature and extent.
11. Notwithstanding Clause 8, the title in the Goods shall only pass to you after we have received from you full payment of the same and any charges incidental to the Delivery.
12. Unless otherwise stated in the Order, the risk in the Goods shall pass from us to you upon Delivery.
13. Notwithstanding anything contained in the Conditions or the Order, our liability to you in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the Goods specified in the Order.
14. In no event shall we be liable to you or any third party for incidental or consequential damages or any loss of business or profit.
15. We shall not be liable for any failure to perform any of our obligations under the Order due to events or circumstances outside our reasonable control, including without limitation fire, explosion, flood, lightning, act of god, act of terrorism, war, rebellion, riot, sabotage and industrial actions.
16. The provisions contained in each Clause of the Conditions shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.
17. The Conditions set forth the entire agreement and understanding between the parties or any of them in relation to the same and supersede and cancel in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the subject matter hereof, whether such be written or oral. For the avoidance of doubt, the Conditions shall supercede any standard terms printed on any of your documents issued or to be issued to us from time to time including but not limited to your purchase orders.
18. The Order shall be governed by and construed in accordance with the laws of Hong Kong and both of us irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.
19. We reserve the right to amend the Conditions from time to time and you are deemed to accept such amendments without notice.
20. All accounts including those which are not yet due for payment will become due and payable in the event of any default in your effecting payment of any amount due. Our indulgence or forbearance or time allowance that may be granted to you whether with or without our consent shall not in any event constitute a waiver of or otherwise affect or prejudice our strict rights to recover any amount that is or will become due and payable by you under any of your account with us.
21. You agree to pay interest on all overdue accounts at 1% per month or at such higher rate as may from time to time be designated by us on our invoice(s), as well as our legal charges incurred in collecting such overdue accounts.
For non-Hong Kong Sellers
STANDARD CONDITIONS FOR PURCHASE OF GOODS (”Conditions”)
1. Each of the purchase orders from us and duly accepted by you shall be a separate legally binding contract (”Order”).
2. Unless otherwise specified in writing, the Conditions shall be deemed to be incorporated into the Order and form part thereof.
3. Any conditions of sale proposed or deemed incorporated into the Order by you are hereby excluded in so far as they are inconsistent with the Conditions and are subject to our acceptance expressly in writing.
4. Where applicable and without prejudice to the Conditions, the Order shall be subject to any contract specified therein, where the goods supplied under the Order (”Goods”) are to be used in connection therewith. Relevant conditions under such a contract will be supplied by us on request, but you shall be deemed to have accepted the same as part of the terms of the Order.
5. Nothing in the Conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which we may be entitled, in relation to the Goods, by virtue of any statue, custom, common law, other law or regulation.
6. The Goods must conform in all respects with the drawings, specifications, samples and other requirements or descriptions stated in the Order, and must pass the acceptance tests of our inspector.
7. You shall ensure that in all respects the Goods comply with all relevant requirements of any statute, statutory rule or order, law or other instrument having the force of law, which may be in force when the Delivery takes place.
8. In regard to performance of the Order by you, time is of the essence. The Goods shall be delivered on the date and to the place stated in the Order, and in accordance with the instructions specified therein during normal business hours, unless arranged otherwise (”Delivery”).
9. In the event that, for any reason, we are unable to accept the Delivery, you shall, at your own expense, store and safeguard the Goods, and take all reasonable steps to prevent their deterioration until the Delivery.
10. In the event that any of the Goods do not conform completely in every respect with the terms of the Order and the Conditions, we shall be entitled to reject all or any of the Goods and at our option, return to you or request you to replace the same at your expense, or even cancel the Order forthwith (”Right of Rejection”).
11. Notwithstanding Clause 6, in cases where by the nature of the Goods, any defects therein or any failure thereof to conform as aforesaid does not or would not become apparent until after use, we shall be entitled to exercise the Right of Rejection even after a reasonable period of use or resale of the same, to the fullest extent as allowed by law.
12. Our signature, given on any delivery note, or other documentation, presented for signature in connection with the Delivery, is evidence only of the number of packages received. In particular, it is no evidence that the correct quantity or number of goods has been delivered or that the goods delivered are in good condition or the correct quantity.
13. Without prejudice to the Right of Rejection and unless otherwise agreed, the title and the risk in the Goods shall only pass to us, when they are delivered in accordance with Clause 8.
14. You warrant that neither the sale nor the use of the Goods will infringe any intellectual property rights including without limitation patent, trademark and registered design.
15. You shall indemnify us from all actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement as aforesaid in Clause 14, and at your own expense defend or (at our option) assist in the defense of any proceedings which may be brought in that connection.
16. You shall indemnify us against all loss, actions, costs, claims, demands, expenses and liabilities whatsoever which we may incur either at common law or by statute in respect of personal injury to or the death of any person or in respect of any loss or destruction of or damage to property (other than as a result of any willful default or neglect of ourselves) which shall have occurred in connection with any work executed by you against the Order or shall be alleged to be attributable to any defect in the Goods.
17. You shall indemnify us against any and all loss, costs, expenses and liabilities caused to us whether directly, or as a result of the action, claim or demand of any third party, by reason of any breach by you of the Conditions or of any terms or obligations on your part implied by the Sale of Goods Ordinance (Cap 26) or by any other statute, statutory provision or common law relevant to the Order or to the goods or work covered thereby. This indemnity shall not be prejudiced or waived by any exercise of the Right of Rejection.
18. Whenever any sum of money is recoverable from or payable by you to us as a result of the operation of any of these Conditions or any breach by you of the same, such sum may be deducted by us from any sum then due or which at any time thereafter may become due to you under any other order or transaction placed or entered into by us with you.
19. The provisions contained in each Clause of the Conditions shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid.
20. The Conditions set forth the entire agreement and understanding between the parties or any of them in relation to the same and supersede and cancel in all respects all previous letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the subject matter hereof, whether such be written or oral. For the avoidance of doubt, the Conditions shall supersede any standard terms printed on any of your documents issued or to be issued to us from time to time including but not limited to your sales orders.
21. Any dispute or difference arising out of or in connection with this Order shall be referred to and determined by arbitration in Hong Kong using the Laws of Hong Kong as the governing law. The Domestic Arbitration Rules of Hong Kong International Arbitration Centre shall apply to the arbitration proceedings. The place of arbitration shall be in Hong Kong. There shall be only one arbitrator. The language of arbitration shall be English.