In these Conditions
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Goods” means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
“Seller” means PAUL HARTMANN Asia-Pacific Limited incorporated with limited liability in Hong Kong.
“Conditions” means the standard terms and conditions of sale set out in this documents and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Seller.
“Writing” includes telex, cable, facsimile transmission and comparable means of communications.
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Seller, subject in either case to these Conditions which shall govern the sale and purchase of the Goods. In the case of dispute, these Conditions shall apply to the exclusion of any other terms and conditions which may be imposed by the Buyer.
1.2 No variation to these Conditions shall be binding unless agreed in Writing between the Buyer and the Seller.
1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller.
2.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). The Seller shall be responsible for the accuracy of the terms of any order.
2.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted, the price listed in the Seller’s published price list current at the data of acceptance by the Buyer, after which time they may be altered by the Seller without giving notice by Buyer.
3.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
3.3 Except as otherwise stated under the times of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices given by the Seller includes delivery to the Buyer’s premises if in Hong Kong.
4.1 The Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods. If the Buyer is to collect the Goods or wrongfully fails to take delivery of the Goods, the Seller shall invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
4.2 Payment for the Goods is due within 30 days of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to Buyer. The time of payment of the price shall be of the essence of the sale contract.
4.3 If the Buyer fails to make any payment on the due date, without any prejudice to the Seller’s rights and remedies, the Seller shall be entitled to charge interest at 2% per month on the overdue payment.
5.1 Delivery of the Goods shall be made by the Seller delivering to the premises of the Buyer or by the Buyer collecting the goods after notification from the Seller. Where the Seller agrees to deliver otherwise than at the Seller’s premises, the Seller shall be under no obligation under section 34 (2) of the Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong).
5.2 Any sates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing.
6.1 Risk of loss or damage to the Goods shall pass to the Buyer:
a) in the case of the Goods being collected by the Buyer, when the Buyer is notified by the Seller that the Goods are ready for collection;
b) in the case where the Goods are to be delivered by the Seller, or the Buyer wrongfully refuses to take delivery, the time when the Seller has tendered delivery for the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received payment in full for the Goods.
6.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separated from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary courses of business.
6.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7.1 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer ( within the meaning of the Exemption Ordinance), all warranties, conditions or other term implied by statue or common law are excluded to the fullest extent permitted by law.
7.2 Any claim in respect of the Goods shall be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller have no liability for such defect or failure, and the Buyer shall be bound to pay the prices as if the Goods had been delivery in accordance with the contract of sale.
7.3 Where any valid claim in respect of any of the Goods is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (for the part of question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller have no further liability to the Buyer.
7.4 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term or any duty at consequential loss or damage (whether for loss of profit or otherwise). Costs, expense or other claim for consequential compensation whatsoever (and otherwise) which can arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
7.5 The Seller shall not be liable to the Buyer or deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relations to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control, Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
8.1 In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the contract of sale is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provision of Incoterms and these Conditions, the latter shall prevail.
8.2 Where the Goods are supplied for export from Hong Kong, the provisions of this Clause 8 shall apply in addition.
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.
Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered fob the air or sea port shipment and the Seller shall be under no obligation to give notice under section 34 (2) of the Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong).
9.1 The sale contract shall be governed by the laws of Hong Kong for the time being in force and the Buyer agrees to submit to the non-exclusive jurisdiction of the Supreme Court of Hong Kong.