一般銷售條款和條件 General Terms and Conditions of Sales
1. Scope
1.1 These Terms and Conditions of Sale (“Terms”) shall apply to all transactions between INTCO MRO Supply Limited (“Seller”) and its customer (“Buyer”).
1.2 The supply of goods shall be as defined in the relevant purchase order confirmed in writing by the Seller. Any changes or additions must be agreed in writing by both parties. The Seller reserves the right to reject any order that does not conform to these Terms.
1.3 All deliveries and services are governed solely by these Terms. Any reference by the Buyer to its own terms and conditions is expressly rejected. These Terms shall also apply to all future business between the Seller and the Buyer, even if not expressly referred to again. Any amendment to these Terms requires the prior written approval of the Seller.
2. Delivery, Risk and Force Majeure
2.1 Any delivery dates or times quoted by the Seller are estimates only and are not binding. The Seller shall use reasonable efforts to meet the estimated delivery dates but shall not be liable for any delay.
2.2 Delivery shall be effected by the Seller delivering the goods to the Buyer’s designated location in Hong Kong. Risk in the goods shall pass to the Buyer upon delivery at the designated location (when the goods are made available for unloading).
2.3 The Buyer shall ensure that the designated delivery location is accessible and that adequate facilities and personnel are available for prompt unloading. Any delay, waiting time or additional costs arising from the Buyer’s failure to do so shall be borne by the Buyer.
2.4 The Seller may make partial deliveries. Each partial delivery shall be treated as a separate contract for the purpose of payment and risk transfer.
2.5 The Seller shall not be liable for any delay in delivery or failure to perform caused by circumstances beyond its reasonable control (“Force Majeure”), including but not limited to: acts of God, natural disasters, fire, flood, epidemic, pandemic or quarantine; labour disputes, strikes or lock-outs; governmental actions, sanctions, embargoes, war, terrorism or civil unrest; supply chain disruptions, shortages of materials or components; delays or failures by the Seller’s suppliers or carriers; port congestion, transportation delays or unavailability of shipping space; cyber attacks, power failures or breakdown of machinery; or any other event beyond the Seller’s reasonable control.
2.6 In the event of any delay (whether due to Force Majeure or otherwise), the Buyer shall have no right to cancel the order, reject the goods, or claim any damages, compensation or other remedies against the Seller. The Seller will, however, use reasonable efforts to mitigate the delay and keep the Buyer informed.
2.7 If a Force Majeure event continues for more than ninety (90) days, either party may terminate the affected order by written notice, without liability to the other party (except for payment of goods already delivered).
3. Inspection, Acceptance and Claims for Defects
3.1 The Buyer shall inspect the goods promptly upon delivery and shall notify the Seller in writing of any visible defects, shortages, damage or discrepancies within seven (7) days of delivery, providing full particulars. Failure to give such notice within the said period shall constitute unconditional acceptance of the goods and a waiver of all claims in respect thereof.
3.2 For any defects that are not apparent on reasonable inspection (latent defects), or any claims relating to quality, performance, warranty or after-sales service, the Buyer’s sole recourse shall be against the original manufacturer or brand agent in accordance with the manufacturer’s or brand agent’s own terms and conditions. The Seller makes no representation, warranty or commitment regarding the manufacturer’s warranty, guarantee period, shelf life or after-sales service, and shall have no liability whatsoever in respect thereof.
3.3 Where the Seller, at its sole discretion, agrees to deal with a claim for defects, the Seller may, at its option, repair or replace the defective goods, or issue a credit note for the purchase price of the defective goods. The Buyer shall, at its own cost and risk, return the goods to the Seller if so requested. This shall be the Buyer’s exclusive remedy.
3.4 The Seller reserves the right to inspect and test any goods claimed to be defective, and may require inspection by an independent third party at the Buyer’s cost if the claim is not substantiated.
4. Payment Terms
4.1 Unless otherwise expressly stated in the Seller’s written quotation or order confirmation, the Buyer shall pay the full purchase price within thirty (30) days from the date of delivery of the goods.
4.2 All payments shall be made in Hong Kong Dollars (HKD) by any of the following methods:
- bank transfer (telegraphic transfer) to the Seller’s designated bank account;
- Faster Payment System (FPS); or
- cheque drawn on a licensed bank in Hong Kong,
free of any deduction, set-off, counterclaim or withholding whatsoever. Payment by cheque shall only be deemed received upon the cheque being cleared and the funds credited to the Seller’s account. The Buyer remains fully liable for any dishonoured cheque and all related costs.
4.3 Time of payment is of the essence. If the Buyer fails to pay any amount when due: (a) the outstanding amount shall bear interest at the rate of the Hong Kong Dollar Prime Rate as published by The Hongkong and Shanghai Banking Corporation Limited from time to time plus eight percent (8%) per annum, calculated on a daily basis from the due date until the date of actual payment in full; (b) the Seller shall be entitled, without prejudice to any other rights or remedies, to:
- immediately suspend or cancel any outstanding deliveries or orders;
- demand immediate payment of all sums owing (whether or not otherwise due);
- require the Buyer to provide a bank guarantee or other security satisfactory to the Seller;
- repossess any goods in respect of which title has not passed; and
- recover from the Buyer all costs and expenses (including legal fees on a full indemnity basis) incurred in collecting the overdue amounts.
4.4 If at any time the Seller reasonably considers the Buyer’s financial position to be unsatisfactory or that the Buyer may be unable to pay its debts as they fall due, the Seller may require immediate payment, security, or suspend performance until such requirement is satisfied.
4.5 The Seller reserves the right to issue invoices upon delivery or at any earlier time as it deems appropriate. The Buyer’s obligation to pay shall not be affected by any delay in receiving the invoice.
5. Prices and Price Adjustment
5.1 The prices stated in the Seller’s quotation or order confirmation are based on the costs prevailing at the time of quotation. The Seller reserves the right to adjust the prices before delivery if there is any increase in the Seller’s costs, including but not limited to: fluctuations in foreign exchange rates; increases in the cost of materials, components or goods from the Seller’s suppliers; increases in freight, transportation, insurance or handling charges; changes in customs duties, tariffs, taxes, levies or other governmental charges; or any other circumstances beyond the Seller’s reasonable control that affect the cost of supply.
5.2 The Seller shall give the Buyer not less than seven (7) days’ prior written notice of any price adjustment. The adjusted price shall apply to all goods not yet delivered as at the effective date of the adjustment, as well as to any future orders.
5.3 During the seven (7) days’ notice period, the Buyer may cancel the undelivered portion of the affected order by written notice to the Seller. However, if the Seller has already placed a firm order with its supplier, paid any deposit, or incurred other reasonable costs in relation to the order, the Buyer shall remain liable for such costs (or pay a reasonable cancellation charge as determined by the Seller).
5.4 Except as provided in Clause 5.3, the Buyer shall not be entitled to cancel or vary any order by reason of any price adjustment under this Clause 5.
5.5 Unless otherwise agreed in writing, all prices are exclusive of any applicable taxes, duties or levies, which shall be borne by the Buyer.
6. Retention of Title
6.1 Notwithstanding delivery and the passing of risk, title to the goods shall remain with the Seller until the Seller has received payment in full of all sums due from the Buyer to the Seller under this or any other contract (an “all monies” clause).
6.2 Until title passes to the Buyer:
(a) the Buyer shall hold the goods as the Seller’s fiduciary bailee and shall store them separately from any other goods, clearly marked as the Seller’s property, and properly protected and insured;
(b) the Buyer shall not sell, pledge, charge, encumber or otherwise dispose of the goods, except that the Buyer may sell the goods in the ordinary course of its business at full market value;
(c) if the goods are processed, mixed, incorporated or used with any other goods, the Seller shall have ownership of or a first ranking security interest in the resulting product or the proceeds thereof to the extent of the unpaid price of the goods;
(d) any proceeds of sale of the goods (or of any product incorporating the goods) shall be held by the Buyer on trust for the Seller and shall be paid into a separate bank account and remitted to the Seller immediately upon receipt.
6.3 The Seller may at any time require the Buyer to deliver up the goods still owned by the Seller. If the Buyer fails to do so promptly, the Seller (or its agents) may, after giving reasonable prior written notice, enter any premises where the goods are reasonably believed to be located and repossess them, without liability for any resulting damage (except for damage caused by the Seller’s negligence).
6.4 The Buyer’s right to possession of the goods shall terminate immediately if the Buyer becomes insolvent, goes into liquidation, administration, receivership, or makes any arrangement with its creditors, or if the Seller reasonably believes any of the above is likely to occur.
6.5 The provisions of this Clause 6 shall survive termination of the contract for any reason.
7. Orders, Cancellation and Returns
7.1 No order submitted by the Buyer shall be deemed accepted by the Seller unless and until confirmed in writing by the Seller. The Seller reserves the right to reject any order at its sole discretion.
7.2 Once an order has been confirmed in writing by the Seller, the Buyer may not cancel or vary the order without the prior written consent of the Seller. If the Seller agrees to any cancellation or variation, the Buyer shall pay to the Seller:
(a) all costs and expenses already incurred by the Seller in relation to the order (including but not limited to costs of materials, components, manufacturing, transportation, and payments made to suppliers); and
(b) such cancellation or variation charge as the Seller may reasonably determine.
7.3 The Seller does not accept returns of any goods that are not defective. Non-defective, unwanted, excess or incorrectly ordered goods may not be returned under any circumstances.
7.4 Where the Seller, at its absolute discretion, agrees to accept a return of non-defective goods, such acceptance shall be subject to the Buyer paying a restocking fee and all related costs as determined by the Seller, and the goods being returned in their original unused condition and packaging.
8. Buyer’s Indemnity
8.1 The Buyer shall indemnify, defend and hold harmless the Seller, its directors, officers, employees and agents from and against any and all claims, demands, actions, proceedings, losses, damages, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with:
(a) any breach of these Terms by the Buyer;
(b) any incorrect, incomplete or misleading specifications, drawings, instructions or information provided by the Buyer;
(c) any misuse, improper installation, modification, repair or application of the goods by the Buyer or any third party;
(d) any failure by the Buyer to comply with applicable laws, including export control, sanctions, import regulations and health & safety requirements;
(e) any claim by a third party arising from the Buyer’s use, sale or distribution of the goods; and
(f) any infringement or alleged infringement of intellectual property rights arising from the Seller’s compliance with the Buyer’s specifications or instructions.
8.2 This indemnity shall survive termination or expiry of the contract and the delivery of the goods.
9. Limitation of Liability
9.1 The Seller shall not be liable to the Buyer for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profit, loss of revenue, loss of business, loss of production, loss of data, or any other pure economic loss, howsoever arising.
9.2 The Seller’s total aggregate liability to the Buyer under or in connection with any contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the purchase price of the specific goods giving rise to the claim.
9.3 Nothing in these Terms shall exclude or limit the Seller’s liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Hong Kong law.
10. Warranty and After-Sales Service
10.1 The Seller is a distributor and not the manufacturer of the goods. Any warranty, guarantee, after-sales service, repair or maintenance obligation in respect of the goods is provided solely by the original manufacturer or brand agent under their own terms and conditions. The Buyer must direct all such claims and requests exclusively to the manufacturer or brand agent.
10.2 The Seller makes no warranty, express or implied, regarding the quality, performance, merchantability, fitness for a particular purpose, or durability of the goods, beyond any warranty that may be provided by the manufacturer.
10.3 To the maximum extent permitted by law, the Seller excludes all other warranties, conditions and terms implied by statute or common law.
10.4 The Buyer’s exclusive remedy against the Seller for any defect that the Seller (at its sole discretion) agrees to address shall be limited to repair, replacement or credit as set out in Clause 3.
11. Compliance and Export Control
11.1 The Buyer must comply with all applicable laws regarding the import, export, and use of the goods. Compliance with export control and sanctions regulations is the Buyer’s sole responsibility.
11.2 The Buyer must not export or re-export the goods without the prior written consent of the Seller. Any violation of export control or sanctions laws shall give the Seller the right to terminate the contract immediately without liability.
12. Use of Software
12.1 If the goods include software, its use must comply with the manufacturer’s or brand agent’s licensing terms.
12.2 The Buyer must not copy, modify, reverse engineer or otherwise deal with the software except as expressly permitted by the manufacturer. The manufacturer or brand agent reserves all intellectual property rights.
13. Confidentiality
13.1 Both parties agree to maintain the confidentiality of all non-public information exchanged, including but not limited to pricing, specifications, technical data and customer information, and shall not disclose such information to any third party without the prior written consent of the other party, except as required by law.
14. Termination
14.1 The Seller may terminate any contract or these Terms immediately by written notice if the Buyer breaches any term herein, becomes insolvent, or if the Seller reasonably believes the Buyer may be unable to pay its debts.
14.2 Termination shall be without prejudice to any rights or remedies that have accrued to the Seller prior to termination.
15. Governing Law and Jurisdiction
15.1 These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.
15.2 The parties irrevocably agree that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity or termination. The Buyer hereby waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
16. Notices
16.1 All notices under these Terms must be in writing and shall be deemed duly given when sent by email to the addresses notified by the parties or delivered by hand or by courier to the Seller’s registered office.
17. Entire Agreement
17.1 These Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written.
18. Severability
18.1 If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.
19. Waiver
19.1 No failure or delay by the Seller in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. Any waiver must be in writing and signed by the Seller to be effective.
20. General
20.1 The Buyer may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Seller. The Seller may assign its rights and obligations freely.
20.2 Nothing in these Terms shall confer any right on any third party under the Contracts (Rights of Third Parties) Ordinance (Cap. 623).
20.3 These Terms are prepared in English. If a Chinese translation is provided, the English version shall prevail in case of any inconsistency.
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