Purchaser – Gifts Industries Limited of Room 6, 16/F., Kin Wing Industrial Building, No.33 Kin Wing Street, Tuen Mun, Hong Kong.
Supplier – The individual or organisation who agrees to sell the Goods to the Purchaser.
Agreement – The entire understanding between the Purchaser and a Supplier regarding the purchase of Goods. The Agreement is collectively formed by these Standard Terms and Conditions, the Purchaser's written purchase order, the Supplier's pro forma invoice, and any matters confirmed in writing as per clause 2.3.
Goods – The items that the Purchaser agrees to buy from the Supplier under the Agreement.
Agent – Any independent agent engaged by the Purchaser to request offers and purchase Goods on its behalf.
1.1. These Standard Terms and Conditions of Purchase apply to all purchase orders and agreements for the purchase of Goods by the Purchaser from a Supplier.
1.2. The applicability of any Supplier terms and conditions is hereby expressly rejected. The Supplier's fulfilment of any purchase order shall constitute its unconditional acceptance of these Terms and Conditions.
1.3. Any deviation from these Terms and Conditions shall only be valid and binding when such deviation has been accepted in advance and in writing by a duly authorised representative of the Purchaser.
2.1. Any offer made by a Supplier shall not be binding on the Purchaser until the Purchaser issues a written purchase order.
2.2. The contract for purchase becomes final and binding upon the dispatch by the Supplier of its pro forma invoice which accepts, without reservation, the Purchaser's written purchase order. Both documents are subject to these Terms and Conditions.
2.3. Promises made by, or arrangements made with, the Purchaser shall not be binding unless they have been confirmed in writing by the Purchaser (excluding any Agent).
2.4. This Agreement consists solely of: (a) these Terms and Conditions, (b) the Purchaser's written purchase order, (c) the Supplier's pro forma invoice, and (d) any additional written confirmations per clause 2.3. It represents the entire agreement between the parties.
2.5. Any variation, amendment, or termination of this Agreement by the Supplier shall be valid only if explicitly agreed to by the Purchaser in writing.
3.1. All prices for the Goods as agreed in the purchase order ("Prices") are fixed and shall not be subject to any increase for any reason.
3.2. Unless otherwise agreed in writing, Prices are inclusive of all costs, including but not limited to packaging, transport, insurance, duties, and taxes.
4.1. The anticipated delivery date for the Goods ("Delivery Date") shall be specified in the purchase order. The Delivery Date is a firm and essential condition of the Agreement. Time is of the essence.
4.2. In the event the Supplier fails to meet the agreed Delivery Date, the Purchaser shall have the right, but not the obligation, to terminate the Agreement and/or demand a full refund of any Price prepaid, plus interest calculated at 1% per month from the agreed Delivery Date until the date of full repayment.
4.3. The Supplier is not entitled to make partial deliveries unless explicitly agreed upon in writing by the Purchaser.
4.4. Unless explicitly agreed otherwise in writing, delivery shall be made "Delivered Duty Paid" (DDP) to the Purchaser's designated premises in Hong Kong, according to the latest edition of Incoterms.
5.1. The Supplier shall pack the Goods with the utmost care to prevent damage during transit. The Supplier shall be fully liable for any damage or loss caused by insufficient or improper packaging.
5.2. The costs of all packaging are deemed included in the Price and shall not be charged separately unless explicitly agreed in writing.
5.3. Transportation and unloading of Goods shall be at the sole expense and risk of the Supplier.
5.4. The Supplier must present a detailed delivery note upon unloading. The Purchaser's signature on such a note serves only as a confirmation of receipt of physical items and does not constitute acceptance or approval of the quantity or quality of the Goods, nor does it waive any of the Purchaser's rights.
6.1. The Purchaser or its Agent shall have the right to inspect and test the Goods at any time before, during, or after delivery. The Supplier shall provide all necessary access and facilities for such inspection at its own cost.
6.2. If, upon inspection, the Goods are found to be non-conforming, defective, or otherwise in breach of this Agreement ("Defective Goods"), the Purchaser may reject the Goods by providing written notice to the Supplier, notwithstanding any prior payment.
6.3. Rejection of Goods entitles the Purchaser to:
6.4. Acceptance of any Goods shall not be deemed to have occurred until the Purchaser has had a reasonable opportunity to inspect them following delivery and has not exercised its right of rejection.
7.1. Risk of loss or damage to the Goods shall remain with the Supplier until Delivery is completed in accordance with clause 4.4 and the Goods are accepted by the Purchaser.
7.2. Title to the Goods shall pass to the Purchaser upon the earlier of: (a) delivery and acceptance, or (b) payment by the Purchaser for the Goods.
7.3. If title passes to the Purchaser before delivery, the Supplier must clearly identify the Goods as the Purchaser's property, store them separately, and insure them for their full replacement value for the benefit of the Purchaser.
8.1. Provided the Goods have been delivered and accepted and the Supplier has issued a correct and valid invoice, the Purchaser shall pay the Price within sixty (60) days of the date of receipt of said invoice.
8.2. The Purchaser is entitled to set-off any amounts owed by the Supplier to the Purchaser against any amounts payable by the Purchaser to the Supplier.
8.3. The Supplier's invoices must comply with all applicable laws and include, at a minimum, the Purchaser's purchase order number and a detailed description of the Goods. The Purchaser may reject non-compliant invoices.
9.1. The Supplier warrants and represents that the Goods are:
9.2. The Supplier shall hold harmless and fully indemnify the Purchaser, its Agents, employees, and customers against any and all claims, liabilities, losses, damages, costs, and expenses (including legal fees) arising from:
10.1. The Supplier shall treat all information relating to the Purchaser's business and this Agreement as strictly confidential and shall not disclose it to any third party without the Purchaser's prior written consent.
11.1. The Purchaser may terminate the Agreement immediately by written notice, without liability, if the Supplier:
11.2. Upon termination, the Purchaser may, at its option, keep any delivered Goods subject to payment or return them at the Supplier's risk and expense for a full refund.
12.1. If any provision of this Agreement is held illegal, void, or unenforceable, the validity of the rest of the Agreement remains unaffected in that and all other jurisdictions.
13.1. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. Both parties agree to adopt Schedule 2 of the Hong Kong Arbitration Ordinance (Cap. 609). The seat of arbitration shall be Hong Kong.
14.1. This Agreement is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
