Terms of use
1. DEFINITIONS
“Goods” mean the goods and/or services agreed to be supplied by the Seller and purchased by the Buyer pursuant to the Contract.
“Buyer” means the person or company whose name appears on the Order.
“Contract” means the contract for the sale and purchase of the Goods as provided in clause 2.
“Order” means the Buyer's purchase order.
“Proprietary Information” means any and all information and intellectual property relating to the Goods Including but not limited to patents, designs, drawings, instruction booklets, specifications, circuit drawings, componentry, trade secrets, trademarks and copyright in such information and intellectual property.
“Seller” means seller of Goods.
2. CONTRACT
2.1 Contract shall be formed by and upon the Buyer and Seller reach a consensus on the price of the Goods. Each Contract shall be governed by these Terms.
3. PRICES
3.1 The prices quoted by the Seller, unless otherwise expressly stated, do not include any packaging, freight, assembly costs, installation costs, costs and charges of third-party suppliers, insurance or any statutory, sales, value-added tax or VAT, goods and services, or other taxes, duties or imposts, all of which may be added to the prices.
3.2 All prices in the Seller's price list from time to time are subject to change without notice.
4. PAYMENT
4.1 The Buyer shall pay the prices due and payable in accordance with the terms of payment as specified in the invoice supplied by the Seller.
4.2 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
(a) require payment in advance of delivery in relation to any Goods not previously delivered; and/or
(b) refuse to make delivery of any undelivered Goods without incurring any liability whatsoever to the Buyer for non-delivery or any delay in delivery.
5. RETURNS AND REFUNDS
5.1 Defective Goods may be returned within 7 days from the date of delivery for a refund or exchange.
5.2 Returns of non-defective Goods are at the discretion of the Seller and can be subject to a restocking fee.
5.3 Returns of Goods that are furnished in the form of services are at the discretion of the Seller.
6. INTELLECTUAL PROPERTY
6.1 The Buyer acknowledges that all Proprietary Information and all right title and interest therein are the sole property of or licensed by the Seller and the Buyer shall gain no rights, title or interest in the Proprietary Information whatsoever.
7. LIMITATION OF LIABILITY
7.1 To the maximum extent permitted by law and notwithstanding any provision to the contrary in these Terms, the Seller's total liability under each Contract (whether that liability arises under contract, tort, equity, statute or otherwise) for any loss, damage or expense arising out of or in connection with its performance of the Contract, shall be limited to the purchase price paid by the Buyer to the Seller for Goods covered by that Contract and in no event shall the Seller be liable for loss (whether direct or indirect) of profits, opportunity, revenue, goodwill, use, production, contracts, business or anticipated savings, corruption or destruction of data or for any special or consequential loss or damage whatsoever.
8. DEFAULT
8.1 If the Buyer defaults in any payment due to the Seller or breaches any term and condition of the Contract, or if bankruptcy or insolvency proceedings are instituted by or against the Buyer or the Buyer makes or proposes to make any arrangement with its creditors, then the Seller may, at its option, do any or all of the following without prejudice to any other rights the Seller has under the Contract and without notice to the Buyer including but not limited to:
(a) Cease manufacturing and/or withhold any deliveries of the Goods;
(b) Vary the payment terms so that all monies outstanding under the Contract become immediately due and payable on demand; and/or
(c) Terminate performance of the Contract and/or other contracts between the Seller and the Buyer.
8.2 Termination of the Contract shall be without prejudice to any right that may have accrued to the Seller or the Buyer under the Contract.
9. FORCE MAJEURE
9.1 The Seller's obligation under these Terms shall be suspended where the Seller becomes unable to carry out that obligation in whole or in part, because of any one or more of, but not limited to, accidents, breakage or failure of machinery or apparatus, shortage of manufacturing capacity, withdrawal of business license by the Government, war, riots. Terrorism, sabotage and other labour stoppages, epidemic, national disasters such as flood and typhoon, fire affecting the Seller's operations or the operations of the Seller's suppliers, inability to obtain fuel, power, raw materials, container or transportation facilities, acts of God and acts of Government. In any such event, the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
10. GOVERNING LAW AND JURISDICTION
10.1 The Contract is governed by and must be interpreted in all respects in accordance with the laws of Hong Kong SAR. The Contract is not governed by the United Nations Convention on documents for the International Sale of Goods.
10.2 Any claim or dispute arising out of the Contract shall be submitted to the exclusive jurisdiction of the Courts of Hong Kong SAR.