Last updated: March 2026
Purchaser means Gifts Industries Limited of Room 6, 16/F., Kin Wing Industrial Building, No. 33 Kin Wing Street, Tuen Mun, Hong Kong, and its affiliates and permitted assigns.
Supplier means the party supplying the Goods.
Agent means any independent agent or representative engaged by the Purchaser to source or purchase Goods on its behalf.
Goods means the goods, products, packaging, labels, components, accessories and documents supplied under the Agreement, including branded fragrances, skincare and cosmetic products.
Agreement means, together and in order of precedence: (a) any special terms in the Purchaser’s purchase order; (b) these Terms; (c) any written specifications/quality/packaging instructions issued by the Purchaser; (d) the purchase order; and (e) the Supplier’s quotation or pro forma invoice only to the extent expressly accepted by the Purchaser and not inconsistent with the foregoing.
Incoterms means Incoterms 2020 (ICC) as amended from time to time.
Applicable Laws means all applicable laws, regulations, codes, standards and regulatory requirements in the country of manufacture, export, transit, import, sale and any destination market notified by the Purchaser, including product safety, labelling, cosmetics and fragrance regulations, customs, sanctions and export control rules.
Delivery Date means the date or dates for delivery stated in the purchase order or otherwise agreed in writing by the Purchaser.
Defective Goods means any Goods which are non‑conforming, damaged, short, expired, close to expiry, counterfeit or suspected counterfeit, decoded, defaced or re‑coded, unlawfully sourced, improperly labelled, not compliant with Applicable Laws, or otherwise in breach of the Agreement.
2.1 These Terms apply to all purchase orders and agreements for the purchase of Goods by the Purchaser. Any Supplier terms and conditions, however described, are expressly rejected.
2.2 Supplier is deemed to accept these Terms upon the earliest of: (a) issuing a pro forma invoice or written acceptance; (b) starting manufacture, packing or shipment of Goods; or (c) receiving any payment from the Purchaser.
2.3 No variation, amendment or waiver of these Terms is effective unless expressly agreed in writing by an authorised officer of the Purchaser. Agents have no authority to vary these Terms unless confirmed by the Purchaser in writing.
2.4 In the event of conflict between documents comprising the Agreement, priority shall be as set out in the definition of Agreement in clause 1.
2.5 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
3.1 All prices stated in the purchase order (Price) are firm and fixed. Supplier has no right to increase the Price for any reason, including increases in costs, currency movements, freight rates, duties or taxes, unless expressly agreed in writing by the Purchaser.
3.2 Unless expressly stated otherwise in the purchase order, the Price includes all costs and expenses necessary to deliver the Goods in accordance with the agreed Incoterm, including packaging, export packing, documentation, freight, insurance, export and import clearance, duties and taxes.
4.1 Subject to delivery and acceptance of the Goods and receipt of a correct and valid invoice, the Purchaser shall pay the Price within sixty (60) days after the latest of: (a) Delivery; (b) acceptance of the Goods; (c) receipt of a compliant invoice; and (d) receipt of all required shipping, customs and title documents.
4.2 Payment by the Purchaser does not constitute acceptance of the Goods and does not waive any rights.
4.3 Purchaser may set‑off any amounts owed by Supplier (or any of its affiliates) to Purchaser (or any of its affiliates) against amounts payable to Supplier, whether or not such amounts are due.
4.4 Purchaser may withhold payment of any disputed amount in good faith until the dispute is resolved.
4.5 If any deposit, prepayment or advance payment is requested, Purchaser may require as a condition precedent that Supplier provides security acceptable to Purchaser (including a bank guarantee, standby letter of credit or parent company guarantee). Purchaser may suspend its obligations, including payment, until such security is provided.
4.6 If Purchaser makes any advance payment, title to the relevant Goods, work‑in‑progress, and specifically procured materials for those Goods shall vest in Purchaser upon payment to the extent of such payment, free from all liens and encumbrances.
5.1 The Delivery Date is a strict, firm and essential condition. Time is of the essence for all Supplier obligations, particularly in respect of time‑sensitive branded fragrances, skincare and cosmetics.
5.2 Unless expressly agreed otherwise in the purchase order, delivery shall be made on a Delivered Duty Paid (DDP) basis to the Purchaser’s designated premises in Hong Kong in accordance with Incoterms 2020. Purchaser may agree different Incoterms (including FOB, CIF or CFR) on an order‑by‑order basis; the applicable Incoterm shall be stated in the purchase order.
5.3 Supplier shall immediately notify Purchaser in writing of any actual or anticipated delay, stating cause, expected duration and mitigation steps. Such notice does not relieve Supplier of liability.
5.4 If Supplier fails to Deliver all or any part of the Goods by the Delivery Date, Purchaser shall, without prejudice to any other rights or remedies, be entitled, at its sole discretion, to all or any of the following:
5.5 If delay in Delivery of any part of the Goods exceeds fourteen (14) days, or if Supplier indicates it will be unable to Deliver within fourteen (14) days of the Delivery Date, Purchaser may treat such delay as a repudiatory breach, terminate the Agreement and/or any open orders with immediate effect, and claim full damages in addition to, and without set‑off against, the liquidated damages under clause 5.4(a).
6.1 Supplier shall pack the Goods properly and securely in accordance with good international practice and Applicable Laws, so as to prevent loss, contamination, leakage, pilferage, damage or deterioration during handling, international transit and storage. Supplier is fully liable for losses caused by inadequate or improper packaging.
6.2 Goods must be delivered clean, saleable and, where applicable, in original, unopened and undamaged manufacturer packaging with all original seals and tamper‑evidence intact.
6.3 For all branded fragrances, skincare and cosmetics, the date of manufacture of the Goods must be within the last eighteen (18) months as at the date of Delivery, unless Purchaser expressly agrees otherwise in writing in the purchase order.
6.4 Where Goods have an expiry date or shelf life, they must on Delivery have at least eighty per cent (80%) of their total shelf life remaining or at least twenty‑four (24) months remaining before expiry, whichever is greater, unless Purchaser expressly agrees otherwise in writing.
6.5 All batch codes, lot numbers, serial numbers, production codes and other traceability identifiers must be original, legible and unaltered. Goods that have been decoded, re‑coded, defaced, over‑stickered, relabelled or repackaged may be supplied only if Purchaser has given prior written consent for the specific lot.
6A.1 Supplier shall, upon Purchaser’s first written request at any time, promptly (and in any event within five (5) business days) provide complete, verifiable and traceable documentation for the Goods, including batch/lot lists, manufacturer identity and address, upstream supplier details and any other documents reasonably required by Purchaser to verify authenticity, lawful origin, channel and supply chain integrity.
6A.2 Failure to provide such documentation within five (5) business days of request shall entitle Purchaser to treat the affected Goods as Defective Goods and to exercise all remedies applicable to Defective Goods, including rejection, return, refund, replacement and indemnity.
7.1 Supplier shall provide all documents required by Purchaser or Applicable Laws for export, transport, import, customs clearance, resale and regulatory compliance, including as applicable: commercial invoice, packing list, certificate of origin, transport documents, insurance certificate, export licences, safety data sheets, certificates of analysis or conformity, batch lists, expiry lists and any destination‑specific declarations.
7.2 Supplier warrants that all such documents and declarations are accurate and complete, including HS classification, customs value, origin (preferential and non‑preferential), manufacturer identity and regulatory status.
7.3 Supplier shall indemnify Purchaser from all penalties, duties, taxes, demurrage, detention, storage costs, seizure or destruction losses, and legal and professional expenses arising from inaccurate, incomplete, false, late or missing documents or any breach of customs, trade or export control laws by Supplier or its subcontractors.
7.4 Supplier shall not route, tranship or relabel Goods so as to misstate or obscure origin or to evade sanctions, tariffs, import restrictions or brand/channel restrictions.
8.1 Purchaser, its Agents, customers and any third‑party inspector appointed by Purchaser may inspect, test and/or audit the Goods, packaging, records and relevant facilities at any time before shipment and after Delivery.
8.2 Supplier shall provide all reasonable access, information, samples and assistance required for inspection and testing at its own cost.
8.3 No inspection, testing, payment, signature on any delivery document, use or resale of the Goods shall constitute acceptance or waive any rights of Purchaser.
8.4 Purchaser shall have a reasonable time after Delivery, unpacking, testing and/or receipt of market feedback to inspect and reject Goods. Latent defects, authenticity issues and regulatory non‑compliance may be rejected when discovered within the warranty period.
8.5 If Goods are or become Defective Goods, Purchaser may (in its sole discretion): (a) reject and return them at Supplier’s risk and expense; (b) demand a full refund of all amounts paid for them plus interest at 1.5% per month from payment date; (c) require repair, replacement, sorting or relabelling at Supplier’s cost within a timeframe set by Purchaser; (d) retain them at an appropriate price reduction; (e) procure substitutes and recover all additional costs; and/or (f) suspend payment of any amounts due to Supplier.
8.6 If Supplier does not collect rejected Goods within seven (7) days of notice, Purchaser may store, reship, destroy or otherwise deal with them at Supplier’s risk and cost.
9.1 Risk of loss or damage remains with Supplier until Delivery in accordance with the agreed Incoterm and acceptance by Purchaser.
9.2 Title to Goods shall pass to Purchaser free of all liens, retention‑of‑title rights and encumbrances upon the earlier of: (a) payment by Purchaser (to the extent of such payment); or (b) actual Delivery.
9.3 Where title passes before Delivery, Supplier shall clearly identify and segregate the Goods as Purchaser’s property, keep them in good condition, fully insure them for full replacement value for Purchaser’s benefit, and not pledge, charge or dispose of them.
10.1 Supplier warrants that all Goods:
10.2 These warranties are in addition to and do not limit any implied warranties or statutory rights and survive inspection, acceptance and payment.
11.1 Supplier shall indemnify and hold harmless Purchaser, its affiliates, Agents, directors, employees and customers against all claims, losses, damages, costs and expenses (including legal fees) arising out of or in connection with: (a) any breach of the Agreement; (b) any Defective Goods; (c) any delay or failure to deliver; (d) any inaccuracy in customs or regulatory documentation; (e) any product recall, withdrawal, field action or regulatory investigation relating to the Goods; (f) any IP infringement allegation; and (g) any personal injury, death or property damage caused by the Goods.
11.2 Supplier shall immediately notify Purchaser of any defect, quality issue, counterfeit suspicion, regulatory concern, seizure risk or adverse trend affecting the Goods and shall fully cooperate with Purchaser in any investigation, quarantine, withdrawal or recall.
11.3 Supplier shall maintain, at its own cost, appropriate insurance with reputable insurers including product liability and, where applicable, cargo/transit insurance, and provide evidence of such cover on request. Such insurance does not limit Supplier’s liability.
12.1 Supplier shall comply with all Applicable Laws, including anti‑bribery, anti‑corruption, sanctions, export control, anti‑money laundering, labour and environmental laws.
12.2 Supplier shall ensure that neither it, nor any upstream supplier or other party in the supply chain, is a sanctioned person or located in a comprehensively sanctioned country in violation of applicable sanctions law.
12.3 Supplier shall not use forced or child labour and shall comply with applicable labour standards.
12.4 Any breach of this clause 12 is a material breach entitling Purchaser to immediate termination and full indemnity.
13.1 Supplier shall keep confidential and not disclose any non‑public information about Purchaser’s business, customers, pricing or arrangements and shall use such information only to perform the Agreement.
13.2 Supplier shall not, during the term of the Agreement and for twelve (12) months thereafter, directly or indirectly solicit, approach or supply any customer or commercial counterparty of Purchaser for goods materially similar to the Goods where such relationship was introduced or disclosed by Purchaser.
14.1 Purchaser may terminate the Agreement and/or any purchase order immediately by written notice if: (a) Supplier breaches the Agreement; (b) Supplier is or is likely to become insolvent, bankrupt, or subject to any insolvency, administration or enforcement proceeding; (c) Supplier fails to deliver on time or indicates it cannot perform on time; (d) Purchaser has reasonable grounds to suspect Goods may be Defective Goods; or (e) Supplier fails to provide requested security, documents or insurance.
14.2 On termination, Purchaser may elect to keep conforming Goods already delivered upon payment of the applicable Price, or return any Goods at Supplier’s risk and expense for a full refund of all sums paid for such Goods, without prejudice to other rights.
14.3 Termination does not affect accrued rights or the continued operation of clauses which by their nature are intended to survive.
15.1 Supplier may only rely on force majeure if performance is prevented by an event beyond its reasonable control that was not reasonably foreseeable and could not reasonably have been avoided or overcome, and Supplier has used all reasonable endeavours to mitigate.
15.2 Force majeure does not include: cost increases, shortage of labour or materials, subcontractor default, factory congestion, equipment failure, transport availability that could reasonably be mitigated, or financial hardship.
15.3 Supplier must notify Purchaser in writing within seven (7) days of the force majeure event, giving details and expected duration, and provide reasonable evidence within twenty‑one (21) days. Failure to do so disentitles Supplier from relying on force majeure.
15.4 If a force majeure event continues for more than seven (7) days, Purchaser may cancel the affected order(s) without liability. Force majeure never excuses Supplier’s obligation to refund advance payments for undelivered Goods.
16.1 To the maximum extent permitted by law, Purchaser shall not be liable to Supplier for any loss of profit, loss of revenue, loss of business, loss of goodwill or any indirect or consequential loss or damage.
16.2 Purchaser’s aggregate liability arising out of or in connection with the Agreement shall in no event exceed the Price actually paid by Purchaser for the specific Goods giving rise to the claim.
17.1 This Agreement and any non‑contractual obligations arising out of or in connection with it are governed by the laws of the Hong Kong Special Administrative Region.
17.2 Any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, interpretation, performance, breach or termination, 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.
17.3 The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English. The tribunal shall consist of one arbitrator unless Purchaser elects three arbitrators.
17.4 The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.
18.1 If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions remain in full force. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid while preserving its commercial intent.
18.2 No failure or delay by Purchaser in exercising any right or remedy shall operate as a waiver, nor shall any single or partial exercise preclude further exercise.
18.3 Purchaser’s rights and remedies are cumulative and not exclusive.
18.4 Supplier may not assign or subcontract any rights or obligations without Purchaser’s prior written consent. Purchaser may assign the Agreement to any affiliate or successor.
18.5 Notices must be in writing and may be sent by email, courier or registered mail to the addresses stated in the purchase order or otherwise notified.
