Terms & Conditions

These general provisions shall apply, except to the extent that any contrary provisions are set forth on the face hereof:

Quantity: The quantity set forth on the face hereof is subject to a variation of plus or minus ten percent (10%), at Seller’s option.
Shipment: The delivery of the goods to a carrier in accordance with this Contract and insurance by such carrier to Seller of a bill of lading shall constitute complete shipment to Buyer of the goods covered thereby, and the date of the bill of lading shall be proof of the date of such shipment. Seller’s responsibility with respect to such goods shall terminate upon such shipment. Ten (10) days grace shall be allowed for shipment earlier or later than the date agreed upon by both parties hereto. Partial shipment and/or transshipment shall be permitted. In the event of the goods being shipped in more than one lot, each lot shall be deemed to be a separate sale or contract. I this Contract omits any particulars relating to the matter of shipment or if Buyer is to give Seller instructions relating to the manner of shipment but Seller has not received such instruction within a reasonable time prior to the shipment, such particulars or the manner of shipment shall be arranged by the Seller.
Payment: Buyer shall pay the full contract price and shall not be entitled to offset against the contract price in any manner. If payment is required to be made by means of a letter of credit, such letter of credit shall be an irrevocable and confirmed letter of credit without resource, in favor of and satisfactory to Seller. The letter of credit shall strictly comply with the terms and conditions of this Contract, shall cover the full contract amount, shall be established through a prime bank immediately after the date of this Contract, shall be negotiable against on at sign draft and shall be valid for negotiation of the relative draft for at least fifteen (15) days after the last day of the month of shipment. The letter of credit shall authorize partial avail against partial delivery. If a letter of credit is dishonored, Buyer shall make payment directly to Seller. If Seller has reason to suspect that the letter of credit will be dishonored and Buyer does not provide a means of payment satisfactory to Seller immediately upon Seller’s request or if Buyer fails to satisfy any payment terms of the Contract or any other contract with the Seller, Seller at Buyer’s expense and risk may re-sell all or any part of the goods for the account of Buyer, may hold all or any part of the goods for the account of Buyer, may cancel all or any part of this Contract and any other contract with Buyer and/or any claim any damages resulting from such failure. Any bank charges arising in connection with payment hereunder shall be borne by Buyer. In the event of late payment of any amount due hereunder, Seller shall, in addition to any other remedy, be entitled to claim interest at the maximum rate allowed by law in the country of Buyer. Seller shall retain, for security purposes, full title to all goods covered hereby until Seller has received the full contract price hereof and the delay interest thereon.
Insurance: In the event of a CIF or a CIP contract, insurance shall be effected by Seller. Such insurance shall be Free from Particular Average (F.P.A), shall be effected at one hundred and ten percent (110%) of the invoice amount and shall not include any War Risk. Any insurance not set forth herein shall be arranged by Seller at the specific request and for the account of Buyer.
Increased Costs: If Seller’s costs of performance are increased after the date of this Contract by reason of any increased or additional taxes or other governmental charges, or by reason of any increased or additional freight rates (including any freight surcharge), insurance rats including War Risk) or cost of the goods to Seller caused by an increase in the materials or energy expenses of the manufacturers or suppliers of the goods which could not be foreseen at the date of this Contract, or in any change in the applicable exchange rate (including any change resulting from any currency devaluation or revaluation) increases Seller’s costs or reduces Seller’s return. Buyer agrees to compensate Seller for such increased cost or loss of income immediately upon Seller’s request. If Buyer fails to do so, Seller may cancel all or any part of this Contract. However, all import duties shall be paid by Buyer regardless of any change in the amount of any such duties.
Claim: Seller shall entertain no claim before the relevant payment is made in full. However, any claim shall be transmitted to Seller by facsimile or e-mail within fourteen (14) days after the arrival of the goods at the port of destination, except that claims relating to latent defects shall be transmitted to Seller by the same means as soon as such defects are discovered. Each claim shall be confirmed by letter which, accompanied by evidence certified by a qualified surveyor, shall be dispatched to Seller by airmail within fifteen (15) days after facsimileing or e-mailing. Any claim not meeting these requirements shall be deemed to have been waived by Buyer, and in no case will Seller entertain any claim made more than thirty (30) days after the date of the arrival of the goods at the port of destination. No claims shall be allowed in respect of any goods which have been processed in any manner whatsoever. In no even shall Seller be liable for prospective profits, special, indirect or consequential damages and Seller’s liability shall be strictly limited to the price of the goods covered by this Contract for whatever reason. In the even of any claim, Seller may, at its sole discretion, replace the goods which are the subject of the claim within ninety (90) days after the receipt by Seller of the above-mentioned claim letter to be dispatched by Buyer by airmail. Replacement as aforesaid shall be accepted by Buyer as its sole remedy and Seller shall have no further liability in connection with the claim.
Force Majeure: In the event of any act of God, government order, rule or restriction, fire, war or armed conflict or the serious threat of the same, strike or other labor dispute, unavailability of transportation, severe economic dislocation (including but not limited to the inability of Seller or the manufacturers, suppliers or carriers of the goods to obtain an adequate supply of oil, gas, electricity or materials with which to maintain its/their normal level of operations) or the bankruptcy or insolvency of the manufacturers or suppliers of the goods that seriously affects the activities of Seller, the manufacturers or suppliers directly or indirectly, or any other cause beyond the reasonable control of Seller or of the manufacturers or suppliers or carriers of the goods. Seller shall not be liable for any delay in shipment or for nondelivery of all or any part of the goods or any other failure to perform any of its obligation hereunder and Buyer shall accept the delayed shipment within a reasonable time or accept the cancellation of all or any part of this Contract.
Arbitration: Any dispute arising out of or relating to this Contract, its interpretation or breach, shall be settled by arbitration in Hong Kong conducted in accordance with the rules then obtaining of the Hong Kong Commercial Arbitration Association. The award shall be final and binding upon both parties hereto.
Intellectual Property Rights: Buyer shall defend, indemnify and hold Seller harmless from and against any and all expenses, losses or damages arising out of any claim made or threatened for infringement of any patent, utility model, trademark, copyright, design or other intellectual property right of any third party resulting from the exportation, possession, use or resale of the goods or any part thereof in any country.
Warranty: SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE GOODS.
Products Liability: Buyer warrants to and in favor of Seller that the goods will be used fully complying with all safety and operating procedures set out in the operation or service manuals, if any, all instructions of Seller and all applicable laws and regulations regarding the safe handling and operation of the goods. Seller shall not be liable for any cost, expense, loss, damage or liability arising out of or in relation to any claim made or threatened to be made by any third party based on death, bodily injury or property damage occurring or suspected to occur directly or indirectly based on use of the goods (collectively the “Liabilities”), including without limitation, any claim based on products liability under the applicable laws in Buyer’s country or where the goods are used. Buyer shall procure and maintain a policy of insurance, at its sole cost, from a reputable insurance company acceptable to Seller which shall insure Seller as a co-insured party, covering the Liabilities. A copy of such policy of insurance shall be sent to Seller immediately upon request.
Liability of Agent: If this Contract is signed by an agent acting on behalf of a principal as Buyer hereunder, whether the principal is disclosed or otherwise, the agent shall be liable not only as agent but also for the performance of the obligations of Buyer as principal under this Contract. This provision shall not affect the Buyer’s obligations as principal under this Contract.
Breach, Bankruptcy etc.: In the event Buyer (i) fails to carry out any of the terms of this or any other contract with Seller, including but not limited to payment for any shipment hereunder or thereunder, or (ii) bankruptcy, insolvency or reorganization proceedings or other proceedings analogous in nature or effect are instituted by or against Buyer, or (iii) Buyer is dissolved or liquidated, whether voluntarily or involuntarily, or (iv) a receive or trustee is appointed for all or a substantial part of the assets of Buyer, or (v) Buyer makes an assignment for the benefit of creditor, then Seller may, without prejudice to the other rights and remedies which it may have, (i) cancel this or any other contract with Buyer without prejudice to any right of Seller existing under this or any other contract at the time of which such cancellation, (ii) resell the goods or hold the goods for Buyer’s account and risk, (iii) postpone the shipment of the goods or stop the goods in transit: and/or (iv) declare any amounts then remaining outstanding and unpaid under this Contract or any other contract with Buyer to be forthwith due and payable, whereupon the same shall become immediately due and payable: provided, however, that Seller’s election of any of the latter remedies ((ii) – (iv)) shall not preclude Seller’s right to later cancel this or any other contract with Buyer as provided above. In any such event of default, Buyer shall reimburse Seller for any losses or additional costs incurred as a result thereof.
Waiver: The failure of Seller at any time to require full performance by Buyer shall not affect the right of Seller to enforce the same at any time thereafter. The waiver by Seller of any breach of any provision hereof shall not be construed as a waive of any subsequent breach of such provision of a waiver of the provision itself.
Assignment: This Contract, and any right or obligation under this Contract shall not be transferable or otherwise assignable by Buyer without the prior written consent of Seller.
Construction: The meaning of any term used herein and the obligations of both parties hereunder shall, to the extent that they may be applicable, be determined in accordance with the Uniform Customs and Practice for Documentary Credit and the Incoterms adopted by the International Chamber of Commerce and in effect Convention on Contracts for the International Sale of Goods shall not apply to this Contract.
Governmental Regulations: Seller’s obligations hereunder shall be subject to applicable export and all other governmental regulations.