STANDARD TERMS AND CONDITIONS OF TRADING
Definitions
Customer – the individual or organisation who agrees to buy the Goods from the Vendor.
Agreement – the entire understanding between the Vendor and a Customer regarding the purchase of Goods. The Agreement is collectively formed by these Standard Terms and Conditions, the Vendor's written sales order confirmation, the Vendor's pro forma invoice, and any matters confirmed in writing as per clause 2.4.
Goods – the items that the Customer agrees to buy from the Vendor under the Agreement.
Vendor – Gifts Industries Limited of Room 6, 16/F., Kin Wing Industrial Building, No.33 Kin Wing Street, Tuen Mun, Hong Kong.
Conditions
These Standard Terms and Conditions of Trading apply to all contracts between the Vendor and the Customer for the sale of Goods. No other terms or conditions will be effective unless agreed in writing by the Vendor.
- A Customer’s request to purchase Goods is not binding until accepted in writing by the Vendor.
- Any Vendor offer is not binding until confirmed in writing.
- The contract becomes binding upon the earlier dispatch of:
- a written sales order confirmation and
- a pro forma invoice — both subject to these Terms and Conditions.
- Only written confirmations by the Vendor (not agents) are binding.
- This Agreement consists only of:
- these Terms and Conditions,
- the written order confirmation,
- the pro forma invoice, and
- any additional written confirmations.
Any variation must be mutually agreed in writing. Termination by the Customer requires the Vendor’s written agreement.
Price
- All listed prices exclude VAT and other applicable taxes or levies.
- The Customer is responsible for paying all such additional taxes.
- The Vendor may increase prices only if the delay or issue is caused by the Customer. This does not entitle the Customer to terminate the Agreement.
Delivery
- The Vendor will notify the Customer of the estimated delivery date.
- Unless otherwise agreed, delivery is “Ex Works” (EXW) Hong Kong, per the latest Incoterms edition.
- Delivery dates are estimates only and not binding conditions.
- If delivery is prevented by external causes or Customer refusal:
- The Vendor may retrieve or store the Goods at the Customer’s expense and risk.
- The Customer must continue to meet obligations as if delivery occurred.
- The Customer is responsible for compliance with all laws and regulations, including permits for import/customs.
Payment
- The Vendor notifies the Customer of the Delivery Date when Goods are ready.
- Delivery is EXW Hong Kong unless otherwise stated in writing.
- Payment terms are specified in the pro forma invoice.
Liability and Complaints
- Samples may be requested by the Customer at their own expense.
- If no samples are requested, the Customer is deemed to accept the quality of the Goods.
- Complaints are valid only for:
- Quantity, weight, or specification issues
- Nonconformity with samples (“Defective Goods”)
- All Goods must be inspected upon delivery.
- Complaints must be submitted in writing within 72 hours of delivery, with a detailed description.
- No claims will be accepted if:
- Goods were processed or cannot be traced to the Vendor.
- Defects result from improper use, storage, or normal wear and tear.
- The Customer obstructed investigation or failed to follow proper complaint procedure.
- For third-party parts or goods:
- Customer claims are limited to what the Vendor can claim from the manufacturer or third party.
- The Vendor will transfer rights to the Customer to claim directly.
- In case of valid complaints, the Vendor may choose to:
- Repair the Goods,
- Replace the Goods, or
- Issue a credit note for the defective Goods.
Invalidity
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.
Dispute Resolution
Any dispute shall be resolved by domestic arbitration at the Hong Kong International Arbitration Centre (HKIAC) under its Domestic Arbitration Rules. Both parties agree to adopt Schedule 2 of the Hong Kong Arbitration Ordinance (Cap. 609).
Governing Law
This Agreement is governed by and construed in accordance with Hong Kong law.
