Terms of Trade
1. General
Offers, sales and deliveries will only be effected subject to the following terms of sales, delivery and payment unless being otherwise agreed in writing. The validity of the contract will not be affected in case individual terms mentioned hereafter would be ineffective. Any purchase terms of the buyer are herewith rejected. It is not necessary to reject explicitly any purchase terms of the buyer upon conclusion of the contract.
2. Delivery
The seller has the right of shipping in one or more lots with or without trans-shipment. The delivery will be effected – as far as no other agreement has been made-fob port of departure. The buyer has among other things: – to accept the documents provided by the seller upon their presentation. – to pay the price as per contract. – to take delivery of the goods at the port of embarkation contracted. – to pay all custom duties and all other charges in connection with the import. – to obtain at his own risk and account all import licenses, certificates etc. which he needs for the importation of the goods at the place of destination. Standard packing is free of charge, returned empties will not be accepted. If the goods are not being accepted in time due to the buyer’s fault the seller has the right at his option to either withdraw from the contract or to ask for compensation after granting the buyer a grace period of 10 days. – Transactions on fixed delivery dates cannot be concluded.
3. Reasons of late delivery
Force Majeure and circumstances beyond the control of the seller which result in the goods not being supplied or not being supplied in time (for instance strikes, governmental regulations and measures, disturbances within the Company and/or supplier’s company without default on the part of the buyer and/or suppliers, delays of ships, sinking of ships resp. damages, war, revolutions, civil commotions etc.) authorise the seller – to either withdraw from the contract in whole or in part or to prolong the delivery by the period of delay.
4. Post delivery time
A post delivery time of the duration of the delivery time, however not longer than 30 days, is agreed and will come into effect automatically without any special announcement immediately after expiration of the delivery time. After expiration of the post delivery time the order is to be understood as cancelled without any claims for compensation if the buyer does not insist on the contract being fulfilled within a further period of 14 days. However, the seller need not deliver the goods after expiration of the post delivery time if he requests the buyer during the post delivery time or after its expiration to state whether or not he insists on the contract being fulfilled and the buyer does not respond to such a request by return of mail. In case the buyer wants to claim compensation because of non-fulfilment or in case he wants to withdraw from the contract he must grant the seller another post delivery time of 4 weeks and must inform the seller that he rejects the fulfilment after expiration of the time limit. The post delivery time starts from the day on which the buyer’s information is received by registered airmail or telex. These conditions apply also to the fact in case the buyer insists on the contract being fulfilled as per Paragraph 1, sentence 2. Prior to the expiration of the post delivery time buyer’s claims for reasons of late delivery are excluded. In case of piece goods being found faulty at the weaving, dyeing, printing or finishing factory and in case the corresponding factory cannot be expected to re-make the goods in time the seller must inform the buyer without delay. The buyer must decide and inform the seller within 10 days after receipt of such information whether he wants to accept the faulty goods as they are. Claims for compensation because of non-delivery of the faulty goods are excluded.
5. Insurance
All risks whatsoever involved in transport of the goods from warehouse are for buyer’s account.
6. Freight basis
Prices confirmed are based on the rates of freight at the date of the order confirmation. Any increase or reduction in the rate of freight becoming effective after the date of the confirmation is for buyer’s account.
7. Payment Terms
When concluding the contract the method of payment is agreed upon between the buyer and the seller. The seller has the right to effect an early delivery, but not exceeding 18 days before the delivery date contracted, without granting interest. Any charges in connection with the method of payment have to be done exclusively by the buyer. Any deductions (for instance postage etc.) are not allowed.
Deposit and/or Invoice amounts are to be received in full (all bank charges to be borne on buyer’s side), no under payment will be accepted. Shall payment not been received on the agreed “due date” of the contract, a first reminder will be sent within 5 days from due date. Late payment interests will be automatically calculated based on 10% per annum, without negotiation.
8. Property reservation
Property and ownership in the goods will not pass to the buyer but will remain in the seller until payment of purchase price of goods has been paid in full and received by the seller. Until title to the goods passes:
1. the seller shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods;
2. the seller and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the goods or any part are stored, or upon which the seller reasonably believes them to be kept;
3. the buyer shall store or mark the goods in a manner reasonably satisfactory to the seller indicating that title to the goods remains vested in the seller; and
4. the buyer shall insure the goods to their full replacement value, and arrange for the seller to be noted on the policy of insurance as the loss payee.
Irrespective of whether title to the goods remains vested in the seller, risk in the goods shall pass to the buyer upon delivery.
Pending to the payment of the full purchase price of the goods, the buyer shall at all times keep the goods comprehensively insured against loss or damage by accident, fire, theft, and other risks usually covered by insurance in the type of business carried on by the buyer in an amount at least equal to the balance of the price for the same form time to time remaining outstanding. The buyer shall, upon request of the seller, provide proof of such insurance and assign the company the claims arising from such insurance policy.
9. Claims
If not otherwise agreed all orders are considered as concluded as per sample. Claims are only justified if a discrepancy between the delivered goods and the sample can be proved. Claims have to be lodged without delay and are excluded in case same have not been received by the seller within two weeks after receipt of the goods. After the buyer starts to process the delivered goods any claim is excluded. Small deviations or those which are customary in trade and which cannot be avoided technically in respect of assortment, quality, colour, width, weight, finish or design of the goods, cannot be claimed. In case of faulty delivery the buyer has the right to substitution or reduction as far as his right is accepted by the supplier of the seller. Claims of any kind, especially loss of profit or reimbursement of charges occurred directly or indirectly in connection with the acceptance, use or processes of faulty goods are excluded in any case. The seller refuses in principle the acceptance of returned consignments consisting of claimed goods in case same are being effected without previous written agreement of the seller.
10. Place of Fulfilment
Place of fulfilment for all transactions to be made under this contract including transactions on cif basis is Hong Kong.
11. Complaints
No claims for defective goods, or goods returned by buyer’s own clients, within the tolerable margin of 3% of the total order will be accepted. No claim will be accepted for any orders 3 months after the date of the bill of lading or 2 months after the date of airway bill.
12. Place of jurisdiction and applicable law
The Courts in Hong Kong shall deal with any dispute concerning the performance and the interpretation of this contract and the contract shall be interpreted in all respects in accordance with the laws of Hong Kong. However the seller alone has the option to nominate the residence/country of the buyer as the place of jurisdiction, and the address as specified in the order shall be conclusive as to the buyer’s residence/country. Furthermore the seller has the right to nominate that only the law valid at the residence/country of the buyer is applicable, and the address of the buyer specified in this order shall be conclusive as to the residence/country of the buyer.