1. Acceptance. Buyer shall be deemed to have accepted these Terms upon the earlier to
occur of its payment for or acceptance of delivery of the Goods.
2. Delivery.
(a) Seller shall deliver the Goods to the location specified in writing by the Buyer
(the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods.
(b) Seller shall deliver the Goods in the quantities and on the date(s) specified in the
Invoice or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is
specified in the invoice, Seller shall deliver the Goods as promptly as practicable following
issuance of the Invoice. Title and risk of loss passes to Buyer upon delivery of the Goods at the
Delivery Point.
(c) If for any reason Buyer fails to accept delivery of any of the Goods on the Delivery
Date, or if Seller is unable to deliver the Goods at the Delivery Point on such date through
reasons other than the gross negligence or willful misconduct of the Seller: (i) risk of loss to the
Goods shall pass to Buyer, (ii) the Goods shall be deemed to have been delivered, and (iii) Seller,
at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for
all related costs and expenses.
(d) The quantity of any installment of Goods as recorded by Seller on dispatch from
Seller’s warehouse is conclusive evidence of the quantity received by Buyer on delivery unless
Buyer provides evidence to the contrary.
(e) The Seller shall not be liable for any non-delivery of Goods unless Buyer gives
written notice to Seller of the non-delivery within one business day of the Delivery Date. Any
liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a
reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity
delivered.
3. Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods upon receipt. Buyer shall be deemed to have
accepted the Goods as is, unless it notifies Seller in writing, within one business day of delivery,
that any Goods are nonconforming (i.e., product shipped is different than identified in the Invoice)
or defective (“Nonconforming Goods”), and furnishes Seller written evidence thereof.
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole
discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or exchange
for such Nonconforming Goods.
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(c) Buyer acknowledges and agrees that the remedies set forth in this section are
Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under
this section, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to
return Goods purchased under this Agreement or any Invoice to Seller.
4. Price; Payment Terms.
(a) Buyer shall purchase the Goods from Seller at the price(s) set forth in the Invoice
issued to Buyer in respect of the applicable purchase (the “Price”).
(b) Seller shall sell the Goods at the price(s) stipulated in writing by the Buyer or as
the parties may otherwise agree in writing.
(c) Buyer shall pay all invoiced amounts due to Seller by the date specified in the
Invoice or, in the absence of any such date, within fourteen days from the date of Seller’s invoice.
Buyer shall make all payments for Goods by wire transfer to the account of Seller specified on
the Invoice.
5. Disclaimer; Limitations of Liability.
(a) The Goods are provided “as is” and “as available”, without any representations,
warranties or conditions of any kind, either express or implied, including without any implied
warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose,
durability, title, and non-infringement.
(b) To the maximum extent permitted by law, in no case shall Seller, its directors,
officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors
be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or
consequential damages of any kind, including, without limitation lost profits, lost revenue, lost
savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort
(including negligence), strict liability or otherwise, arising from the Goods, or for any other claim
related in any way to the Goods.
(c) The limitation of liability set forth herein shall not apply to liability resulting from
Seller’s gross negligence or willful misconduct.
6. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless
explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising,
any right, remedy, power or privilege arising from this Agreement operates, or may be construed,
as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege
hereunder precludes any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.
7. Confidentiality. Buyer shall keep the Invoice, this Agreement, all terms and conditions
thereof and hereof (including, but not limited to, the Price), and content and nature of all
discussions between the parties and their representatives strictly confidential, and shall not
disclose the same to any third-party unless authorized in advance by Seller in writing.
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8. Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency,
partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship
between the parties, and neither party shall have authority to contract for or bind the other party
in any manner whatsoever.
9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto
and their respective successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other person or entity any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of these Terms.
10. Governing Law. All matters arising out of or relating to this Agreement is governed by and
construed in accordance with the laws of the Hong Kong Special Administrative Region of the
People’s Republic of China.
11. Entire Agreement. This Agreement supersedes all prior or contemporaneous
understandings, agreements, negotiations, representations and warranties, and communications,
both written and oral, between the parties with respect to Buyer’s purchase of the Goods, and
prevails over any of Buyer’s general terms and conditions of purchase regardless whether or
when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not
constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or
amend these Terms.
12. Notices. All notices, request, consents, claims, demands, waivers and other
communications hereunder (each, a “Notice”) shall be in e-mail addressed to the parties at the
addresses set forth on the face of the Invoice or to such other address that may be designated by
the receiving party in writing.
13. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable
in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction.
14. Amendment and Modification. These Terms may only be amended or modified in a writing
which specifically states that it amends these Terms and is signed by an authorized
representative of each party.
15. Survival. Provisions of these Terms which by their nature should apply beyond their terms
will remain in force indefinitely.
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