1.1 "Company" shall mean Swantex Asia Limited.
1.2 "Buyer" shall mean any person ordering goods or services from the Company.
1.3 "The Goods" shall mean the goods or services which shall be supplied by the Company to the Buyer.
2.1 A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or revise a quotation at any time prior to the Company's acceptance of the Buyer's order.
2.2 Any terms of conditions of the Buyer's order which are inconsistent with these conditions or which are not expressly contained herein shall not be binding on the Company and shall not be considered applicable.
2.3 No waiver alteration or modification of any of these conditions shall be binding on the Company unless given in writing and signed by a Director of the Company.
3.1 The Company may increase the price of the undelivered balance of the Goods at any time and, where the price is greater than the price current at the date of order, notification will be sent to the buyer before the Goods are despatched and the Buyer may within seven days of receipt of such notice cancel the order by notice in writing so far as the undelivered balance of the Goods is concerned.
3.2 The price of the Goods does not include a carriage/handling charge which shall be charged on all consignments of less than ten cases of goods, or such level as agreed by both parties under separate negotiation. The amount of such charge shall be as stated in the Company's current price list.
3.3 The price of all Goods is exclusive of and will be subject (where appropriate) to Value Added Tax and any other duties or taxes which are or will be from time to time payable.
4.1 The Company may give credit facilities if the Buyer produces one bank and two trade references which are satisfactory to the Company.
4.2 If a Buyer has been given credit facilities by the Company then payment in full shall be made no later than the last day of the month following the month in which the invoice is raised.
4.3 Any extension of credit allowed to the Buyer may be changed or withdrawn at any time.
4.4 If a Buyer has not been given credit facilities by the Company then the order must be accompanied by cash or cheque equivalent to the price of the goods.
4.5 Time for payment shall be of the essence. Without prejudice to any other right the Company may have, genuine as to the Buyer's financial position and/or failure to pay any invoice in accordance with the foregoing terms or other terms specified in the contract shall entitle the Company to cancel further deliveries and work both on the same order and on any order from the Buyer and to treat the contract as at an end. The Company also reserves the right to charge interest on overdue accounts at the rate of 4% per annum above the National Westminster Bank Plc Base Rate from time to time to run from the due date for payment until receipt by the Company of the full amount whether before or after judgement.
4.6 An order once placed cannot be cancelled deferred or altered except by mutual agreement or under Clause 3.1 hereof and then only on terms which would fully indemnify the Company.
4.7 Ownership of the Goods shall remain vested in the Company until payment in full has been received by the Company for those Goods, for any other Goods supplied by the Company and of any other monies due from the Buyer to the Company on any account, and until such the Buyer shall hold the Goods or the proceeds of sale as bailee in a fiduciary capacity for the Company.
4.8 For so long as the property in the Goods remains in the Company:
4.8.1 The Goods shall be kept separate from other goods on the premises of the Buyer so as to be identifiable as the Goods of the Company.
4.8.2 Subject to sub-clause 4.8.3 below the Buyer shall be at liberty to resell the Goods or any part thereof in the ordinary course of business on condition that such part of the proceeds of sale as shall equal the price of the Goods shall belong to the company.
4.8.3 The Buyer’s liberty to resell shall be automatically determined on the occurrence of any of the events referred to in clause 11 whereupon all amounts owed by the Buyer to the Company shall become payable immediately and the Company shall be entitled to enter any premises of the Buyer to remove any goods which are the property of the Company.
4.9 Notwithstanding Clause 4.7 the Buyer is responsible for insuring the Goods against all risks of loss damage or destruction and such risks shall be borne by the Buyer from the time of delivery.
4.10 Each clause and sub-clause of this clause (4) is separate, severable and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the other shall remain in full force and effect.
5.1 Delivery dates are approximate but the Company will within reason endeavour to meet those dates. The Company shall not be liable for any loss or damage, direct or indirect, occasioned by delayed delivery and the Buyer shall not be entitled to reject the Goods or cancel other orders for Goods because of delayed delivery.
5.2 Quantities despatched may vary by up to 5% from that ordered but will be considered as due execution of the order. Actual quantities despatched will be shown on the invoice.
6.1 The Goods will generally accord with their description in the Company’s catalogue current at the time of order but the Company reserves the right in its sole discretion to vary such descriptions or specifications or to cease to manufacture the Goods and any such variation or the substitution of reasonably equivalent Goods shall not give rise to any claim against the Company.
6.2 All measurements quoted are nominal and unless otherwise agreed shall not be reason for termination by the Buyer.
6.3 The Buyer shall be solely responsible for any matter which the Company shall on the Buyer’s instructions print on Goods or for any design or construction which he supplies and shall obtain any licences permission or consents for their use.
6.4 All sketches or other work produced by the Company at the Buyer’s request shall be separately charged and invoiced.
6.5 The Company cannot be held responsible for errors in drawings or samples after they have been approved by the Buyer.
7.1 The Company warrants that the Goods will be free from material or other defect in workmanship and will conform to the Company’s specifications.
7.2 The Buyer shall:
7.2.1 inspect the Goods immediately upon delivery;
7.2.2 within three days of delivery of the Goods give notice in writing to the Company of any defect or non- conformity;
7.2.3 if there shall be any defect or non-conformity immediately return the Goods at its expense to the Company; and if the Company determines the Goods are defective or non-conforming the Goods will be replaced.
7.3 This warranty will not apply to Goods which have been repaired or altered by anyone other than the Company or subjected to accident misuse or neglect.
7.4 Any claim not made and received by the Company within the specified time limit shall be deemed and the Company shall have no liability.
7.5 The Company's liability in respect of any loss or damage shall not exceed the invoice value of the Goods, in respect of which any claim is made.
7.6 No liability will be accepted by the Company for consequential loss or damage.
7.7 Any price discrepancy must be made in writing and received by the Company within 14 days of date of invoice.
7.8 All other warranties and conditions whether expressly implied statutory or otherwise as to the quality or fitness of the Goods for any purpose are hereby excluded.
8.1 The Buyer warrants to the Company that all work or material supplied and any design specification or instruction given to the Company shall not infringe the copyright or any enforceable rights of privacy or any rights of any person firm or company or corporation or be defamatory of any person firm or corporation.
8.2 The Buyer shall indemnify the Company against all actions claims loss liability damages costs and expenses (including reasonable legal costs and expenses) suffered or incurred by it arising out of any breach by the Buyer of the warranty given by the Buyer in Clause 8.1.
9.1 The Company shall not be responsible for non-delivery of the whole consignment or any part thereof unless the Buyer notifies the Company in writing within 14 days of the date of despatch.
9.2 The Company shall not be responsible for damage to Goods in transit unless the Buyer notifies the Company and the carriers in writing within 3 days of the date of delivery.
10.1 Neither party shall be liable to the other if by reason of any act of God, outbreak or threat of war, riot, strike, lock out, trade dispute or labour disturbance, statutory enactment, regulation or orders, accident, power failure, breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, materials or transport or other circumstances whatsoever outside the control of or which could not have been reasonably prevented by either of the parties the Buyer is prevented from or delayed in taking delivery, or the Company is prevented from, delayed or hindered in making delivery of the Goods or any part thereof at the times stated for delivery. During any period when delivery of the Goods or any part thereof cannot be made by the Company for any such reason the Buyer, after giving the Company not less than 14 days written notice of its intention to do so, shall be at liberty to purchase elsewhere at its own cost and risk, such quantities of goods similar to the Goods as the Company may be unable to deliver.
11.1 The Company reserves the right (without prejudice to its other rights and remedies) either to terminate any contract with the Buyer or to suspend further deliveries under any contract or require payment in advance in any of the following events:
11.2 if the Buyer, being a company, goes or threatens to go into liquidation or has or may have a receiver appointed or, in the opinion of the Company, is unable to pay its debts within the meaning of S.518 of the Companies Act 1985; or
11.3 the Buyer, not being a Company, has a Receiving Order made against him/her or enters into any arrangement or composition with creditors; or
11.4 the Buyer is in material breach of any of the terms and conditions herof.
12.1 All contracts of which these conditions form part are personal to the Buyer who shall not assign or charge the benefit thereof without the written consent of the Company.
13.1 These terms and conditions shall be interpreted in accordance with Law of Hong Kong S.A.R. and any unresolved dispute shall be submitted under the Courts of Hong Kong S.A.R..
14.1 All notices to be served on the Company by the Buyer shall be sent to the Company's office at Swantex Asia Limited, No.11, 6/F Peninsula Centre, 67 Mody Road, TST East, Kowloon, Hong Kong S.A.R., marked for the attention of the Director.
14.2 All notices to be served by the Company on the Buyer shall be sent to the Buyer’s last known trading address.