TERMS AND CONDITIONS OF SALE
For the purpose of these terms “the seller” shall mean The Smartraoptics Co. Ltd., “the buyer” shall mean the person, firm or company to whom the Seller agrees to sell or supply the goods (and if more than one the provisions hereof shall be binding on them jointly and severally),”the goods “ shall mean all goods which are subject of any contract of sale or supply between the Seller and the Buyer; and the contract means the contract of the sale of goods.
All sales are made subject to these terms.
i. All quotations are given and all orders are accepted on these Terms, which supersede any other terms appearing in the Seller’s catalogue or elsewhere and these Terms shall override and exclude any other terms stipulated, incorporated or referred to by the Buyer, whether in the order or in any negotiations or in any course of dealing established between the Seller and the Buyer .
ii. No modification to these terms shall be effective unless made by an express written agreement between the parties. The signing of the Seller of any of the Buyer’s documentation shall not imply any modifications of these terms.
All sales are made to the following terms and conditions and upon the express condition that, so long as the goods supplied are of sound commercial quality, there is no guarantee of their suitability for any specific purpose, even if that purpose is known to the seller.
Product changes: The Seller reserves the right to make changes in design of modify or improve products without imposing obligations on itself to incorporate any such modifications or improvements into products previously manufactured. Where the buyer has specified that the goods shall be of a certain colour or size, such specification shall be subject to reasonable commercial variation, other than where specifically agreed with the seller
Unless otherwise expressly agreed in writing, the price of the goods shall be that ruling on the date of delivery. The Seller reserves the right to alter prices at any time prior to delivery.
Unless otherwise agreed in writing, payment is in advance by deposit which the Goods are invoiced by the Seller without deduction or set off. Interest may be levied on all overdue amounts at the rate of 2% per month on the outstanding sum until payment is received after, as well as before, any judgment there on. The Seller reserves the right to levy a charge for copies of invoices and statements.
6. Cancellation or Alteration
A charge will be made for all work carried out up to the time the order is cancelled or altered. It is not possible to cancel or amend orders placed by direct modem transmission.
i. All delivery dates are estimates only and the time of delivery shall not be the essence of the contract. The Seller shall not in any way be liable to compensate the buyer in damages or otherwise for non-delivery or late delivery of the goods or any of them for whatever reason or for any loss consequential
ii. Unless otherwise agreed in writing the place of delivery shall be the Buyer’s normal place of business.
iii. The Seller reserves the right to deliver the goods by instalments. Where delivery is made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by the Seller in respect of any one delivery shall not entitle the Buyer to repudiate the contract or any instalment remaining to be delivered there under.
iv. A charge for carriage and packing will be levied on all orders. The Seller reserves the right, where specified deliveries are required, to charge all costs thereof in addition.
v. . If the Buyer is unable to accept delivery of the goods at the time when the goods are ready for delivery , the Seller will, if its storage facilities permit, store the goods until actual delivery and the Buyer shall be liable to the Seller for the reasonable costs of such storage, including any addition to and not in substitution for any other payment or damages for which the Buyer may become liable due to its failure to take delivery at the appropriate date.
8. Passing of Risk and Property
i. The risk in the goods shall pass on to the Buyer on actual delivery.
ii. Title to the goods supplied shall remain with the Seller until the Seller has received the full purchase price of the goods or until the Buyer sells the goods to its customer by way of bona-fide sale at full market value in the normal course of business.
The Buyer acknowledges that until such time the Buyer is in possession of the goods solely as bailee for the Seller.
iii. Until the buyer becomes the owner of the goods, the Buyer shall store and mark the goods so that they are readily identifiable as the Seller’s property.
iv. The Buyer’s right to sell the goods and to possession thereof shall immediately cease on the occurrence of any one or more of the events referred to in Clause 14 which would entitle the Seller , inter alia, to terminate the contract. On the occurrence of any such event the Seller (without prejudice to its other rights) shall be entitled to recover or re-sell the goods and for that purpose the Seller by its servants or agents may enter upon premises where the goods are or are believed to be stored and may repossess them.
i. No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known to the Seller, unless and except as any specific written warranty may be given by the Seller. Where such a specific written warranty is given its terms shall be incorporated into and shall form part of these conditions and shall for all purposes be construed as such.
ii. The goods are warranted against defective material and workmanship under normal use and application. The Seller’s liability in accordance with European Product Legislation.
iii. Save as provided herein, the Seller shall not be liable to the Buyer for any loss (including but not limited to consequential or economic loss), damage or expense of whatever nature and howsoever arising out of or in connection with the goods.
10. Returned Goods
The original order and delivery note must be returned with the goods when requesting credit or exchange and with goods returned for verification. No goods can be returned for credit except by prior arrangement. Unless the goods are returned due to faulty product or incorrect dispatch a 10% charge will be levied. These conditions do not affect your statutory rights.
11. Patent Infringement
When the goods are made or adapted by the Seller in accordance with the Buyer’s specifications the Buyer shall indemnify the Seller against all costs, claims and expenses incurred by the Seller in respect of the infringement by the goods of any patents, registered designs, trade marks or other rights belonging to third parties.
12. Limitation of Liability
The Seller’s liability (if any) whether in contract or otherwise in respect of any defect in the goods or for any breach of this agreement or of any duty owed to the Buyer in connection herewith shall be limited to the price of the goods in question. The Seller shall not be liable for any loss of any duty owed to the Buyer arising from any damage to the goods occurring after the risk has passed to the Buyer however caused, nor shall any liability of the buyer to the Seller be diminished or extinguished by reasons of such loss.
13. Force Majeure
i. If the performance of the contract or any obligation thereunder is prevented by force majeure, a Seller shall be excused performance, provided that the Seller shall use reasonable endeavours to remove such cause or causes of non-performance, and shall continue performance hereunder without delay whenever such cause or causes are removed.
ii. For the purposes of these Terms, the expression “force majeure” includes Acts of God, strikes, lock-outs, other industrial action, fire, accident, lightning, earthquakes, storms, floods, explosion, war and any other circumstance, whether similar or dissimilar beyond reasonable control of the Seller.
If the Buyer makes default in any payment, or commits any breach of the terms and conditions of the contract, or suffers distress or execution, or becomes insolvent or commits an act of bankruptcy, or enters into any agreement or composition with his creditors, or goes or is put into liquidation, (other than solely for amalgamation or reconstruction), or if administrative receiver or administrator is appointed over any part of the Buyer’s business, or of a petition for administration order is presented to the court, the Seller may without prejudice to any rights which may have accrued, or which may accrue to it, at its option: a) require payment in advance for all or any further deliveries or b) suspend any further deliveries until such default or breach, if capable of rectification, is rectified or c) terminate and contract and/or d) terminate any other contracts which the buyer has placed with the Seller so far as goods remain to be delivered thereunder.
The contract between the Seller and the Buyer for the supply of goods shall be governed and construed in accordance with the laws of Hong Kong and the Buyer agrees to submit to the Jurisdiction of the Courts of Law in Hong Kong No forbearance or indulgences shown or granted by the Seller to the Buyer shall in any way affect or prejudice the right of the Seller against the Buyer or be regarded as a waiver of these conditions.