Terms & Conditions
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to this subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.
Buyer expressly agrees that Seller’s invoice and these terms and conditions represent the complete agreement of the parties with respect to the sale of the product(s) listed on the invoice and no different or additional terms or conditions in Buyer’s purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these terms and conditions shall be binding upon Seller.
acceptance of orders
Seller may accept Buyer’s offer to purchase and shall be bound to supply the applicable product(s) in accordance with these terms and conditions either by execution of the acknowledgment copy of the order or acceptable electronic transmission, delivery of the product(s) or by any other statement, act or course of conduct which constitutes acceptance under applicable law.
Unless otherwise indicated on the face of invoice, all prices are quoted on a per US Dollar basis. Buyer is responsible for any tax or government charges imposed upon the sale or transfer of the product(s). Buyer shall not have any right to set off any amounts due hereunder against any amounts which may become payable to Seller under any other agreement.
Unless otherwise agreed in writing signed by an officer of Seller, all delivery dates are estimates. Seller shall use its reasonable efforts to deliver the purchased product(s) within the time specified; however, in no case shall Seller be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of Seller’s failure to deliver the purchased product(s) by the specified date.
transportation and risk of loss
The method and route of shipment are at Seller’s discretion unless Buyer timely supplies explicit instructions otherwise. Title to the purchased product(s) passes to Buyer when the products(s) is/are delivered to the selected carrier, even if Seller made a nonconforming tender.
cancellation or modification
Any order placed with and accepted by Seller may be canceled by Buyer only upon Seller’s approval in writing signed by an officer of Seller and upon terms that indemnify Seller against any loss. Seller will not accept order cancellations once the purchased product(s) has/have been delivered to a carrier, without charging a cancellation fee of twenty-five percent (25%) of order value to recover retrieval costs incurred. Seller will not accept cancellations of special orders of non-standard, non-price-list products. Seller may cancel all or any part of this order and discontinue its performance hereunder without liability to Buyer in the event Buyer materially breaches this contract, becomes insolvent, is the subject to bankruptcy protection, or is the subject of a receivership, liquidation, dissolution or similar proceeding.
Buyer is responsible for any tax or governmental charge imposed upon the sale or transfer of the purchased product(s). Any such tax or governmental charge will be added to the total invoice amount. All prices are FOB Seller’s facilities. Applicable freight costs will be added to the invoice.
warranty and disclaimer
Seller warrants that the purchased product(s) is/are free from defects in materials and workmanship at the time of delivery. If an analysis is stated on the face of the invoice, it is not intended to be a complete analysis and is not to be regarded as a specification or warranty, unless specifically stated in writing to be such.
limitation of liability
Buyer acknowledges and agrees that Seller’s liability for any claims with respect to the purchased product(s) shall not exceed the amount paid by Buyer for the products under the invoice. Such limitations on Seller’s liability hereunder shall apply even if Seller’s liability is due in whole or in part to its own negligence. Any action by or on behalf of Buyer or its successors or assignee for breach of this agreement must be commenced within one (1) year after the cause of action as accrued.
return of material
Upon receipt of the purchased product(s), Buyer shall have seven (7) days to inspect the purchased product(s) and notify Seller, in writing, of any defective goods or other cause for rejection. Buyer agrees that a seven (7) day period provides Buyer a reasonable opportunity to inspect the purchased product(s). Such notification shall identify each and every reason for any rejection of the purchased product(s). Buyer’s failure to reject the purchased product(s) within such seven (7) day period shall constitute a waiver of Buyer’s inspection right and an unqualified and irrevocable acceptance of the purchased product(s) by Buyer.
Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related companies from and against any and all claims, losses, liability, damages and expenses including, but not limited to, attorneys’ fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in the purchased product(s) caused by any alteration or modification thereof by Buyer with or without Seller’s consent, or improper handling or storage by Buyer, the breach of any terms or conditions stated herein, Buyer’s failure to label the purchased product(s) or Buyer’s improper labeling of the purchased product(s) regardless of whether the labeling was done with or without the advice of Seller, or any act or omission of Buyer including any claims for or resulting from any injury to person (including death) or damage to property or for economic loss, several or comparative negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.
Payment shall be made within thirty (30) days from the date of Invoice. Amounts not paid within thirty (30) days are overdue and shall accrue interest at a rate of one percent (1%) per month or the highest allowed by law, whichever is less. Buyer shall reimburse Seller for any costs incurred in collecting past due sums or any other amounts owed by Buyer for any reason whatsoever, including, but not limited to, court costs and attorneys’ fees.
governing law and arbitration
This document shall be interpreted and governed by the law of Hong Kong, excluding its conflicts of laws rules. The parties specifically exclude the application of the United Nations Convention on the Sale of Goods