At HKC, we deeply value our customers and strive to deliver exceptional products at a good value. The document “HKC’s Terms and Conditions of Sales Order” provides an informative overview of our standard selling terms. The following General Terms and Conditions of Sale shall apply exclusively, unless otherwise agreed in writing. Terms and conditions of our customers are only accepted if HKC has agreed to them in writing.
1. GENERAL
1.1 In these Conditions, (a) “HKC” means Hong Kong X’tals Limited whose registered office is at Unit C, 24/F., Shield Industrial Centre, 84-92 Chai Wan Kok
Street, Tsuen Wan, New Territories, Hong Kong; (b) “the Customer” means the person or the company placing the Purchasing Order for the Goods; (c) “the Goods”
means the subject of a contract between HKC and the Customers; and (d) headings are inserted for the sake of convenience and do not affect the construction of
these Conditions.
1.2 All Purchase Orders placed with HKC are subject to the terms of this Agreement, including the following Terms and Conditions of Sales. Any purported change
submitted by the Customer in any additional documentation is hereby expressly rejected.
1.3 Unless otherwise agreed by HKC, the Goods are supplied on these conditions to the exclusion of any terms or conditions stipulated by the Customer and of any
representations, warranties or communications not expressly incorporated herein or in HKC’s order acceptance. Any advice or recommendation given by HKC or
its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by an authorized
representative of HKC is followed or acted upon entirely at the Customer’s own risk and accordingly HKC shall not be liable for any such advice or recommendation
which is not so confirmed.
1.4 The Customer’s order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer’s order shall only be
deemed to be accepted when HKC issues a written acceptance of the Customer’s order, at which point a contract between the parties shall come into existence.
1.5 No person has authority on behalf of HKC to vary any of these Conditions except a Director of HKC and then only in writing signed by him/her.
1.6 These Conditions shall be construed and shall take effect in all respects in accordance with the law of Hong Kong and the parties submit to the courts of Hong
Kong in relation to all disputes or differences concerning or relating thereto.
1.7 Unless otherwise agreed in writing by HKC the Goods may be partially or wholly outsourced at HKCs discretion.
1.8 Any notice given hereunder by post or e-mail to the recipient at his or its principal or registered office shall be deemed to have been properly served at the time
when in the ordinary course of post or transmission it would reach its destination.
1.9 Any typographical, clerical or other error or omission in any sales literature, quotation price list, acceptance of offer, invoice or other document or information
issued HKC shall be subject to correction without any liability on the part of HKC.
1.10 If the Goods are to be manufactured or any process is to be applied to the Goods by HKC in accordance with a specification submitted by the Customer, the
Customer shall indemnify HKC against all loss, damages, costs and expenses awarded against or incurred by HKC in connection with or paid or agreed to be paid
by HKC in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person
which results from us of the Customers specification.
2. ADDITIONAL DISCLAIMERS.
Without limiting and in addition to the General Disclaimers under the Terms of Use :
A) NO USE AS CRITICAL COMPONENTS.
The Goods sold by HKC are not authorized for use in certain applications including, but not limited to, life safety, life support, life sustaining, surgical, human
implant, nuclear, military or aircraft applications or for any use or application in which the failure of a single component could create a situation in which property
damage, personal injury, or death is likely to occur, unless an authorized officer of the manufacturer has signed an agreement specifically affirming such use. You
agree to indemnify and defend HKC, the manufacturer and related parties of the Goods against all damages, costs, and expenses that may be incurred, including
without limitation, attorney fees and costs relating to any actual or threatened lawsuit arising out of the use of the Goods in unauthorized applications.
B) COLOR DISPLAY.
HKC attempts to display as accurately as possible the colors of the Goods shown on the Company’s Web Site or any Sales documents. However because the displayed
colors will depend on many factors, including your monitor or printer, HKC cannot guarantee that the displayed color will match the actual color of the Goods.
3. PRICING AND PRODUCT INFORMATION.
HKC makes every effort to provide update and accurate information relating to the Goods and prices, but does not guarantee the updatedness or accuracy of any such
information. Information relating to the Goods is subject to change without notice. Prices are subject to change at any time prior to HKC’s confirmation of your
Purchase Order. In the event we discover a material error in the description or availability of the Goods that affects your outstanding Purchase Order with HKC, or
an error in pricing, we will notify you of the corrected version, and you may choose to accept the corrected version, or cancel the Purchase Order.
4. TAXES.
Except as otherwise provided by HKC, all prices quoted do not include any taxes, or any other taxes or charges imposed by any government authority, including,
without limitation, sales, use, excise, value-added or similar taxes. Where applicable, such taxes and charges shall be billed as a separate item and paid by you. You
are confirmed with the understanding that such taxes and charges shall be added, as required by law. If for any reason by any governmental or regulatory authority,
and HKC is required to pay tax on your purchase, you will reimburse HKC for the amount of such tax together with HKC’s reasonable handling charges & expenses
incurred in connection with the payment and collection of such tax.
5. EXPORT COMPLIANCE.
Some Products may not be available for shipment outside Hong Kong. All Purchase Orders of international origin or destination are subject to export control laws,
restrictions, regulations and order of Hong Kong. You agree to comply with all applicable export control laws, restrictions, regulations and order of Hong Kong or
applicable foreign agencies or authorities. You shall not, directly or indirectly, sell, export, transfer, assign, use, or dispose of the Goods in a manner which may
result in any non-compliance with applicable export control laws, restrictions, regulations, and order of Hong Kong or applicable foreign agencies or authorities.
You are responsible for obtaining any license or other official authorizations that may be required to export, re-export or import Products. Diversion contrary to Hong
Kong laws and/or regulations is prohibited.
6. INSTALMENTS
6.1 HKC shall be entitled to deliver the Goods by one or more instalments and in that event each such instalment shall be invoiced and paid for separately.
6.2 Where the Goods are delivered to the Customer by instalments or over a period and the Customer has failed to pay on its due date any invoice for Goods already
delivered HKC shall be entitled (without prejudice to any other rights it may have) to suspend delivery of further instalments of the Goods until all amounts
outstanding to HKC from the Customer shall have been paid or to terminate the contract in relation to the Goods not yet delivered.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by HKC to deliver any one or more of the
instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the
Contract for the supply of the Goods as a whole as repudiated.
7. PAYMENT AND INTEREST
7.1 Time for payment is essence, HKC may suspend deliver the Customer’s ordered Goods if the Customer has any overdue invoice(s) until the full payment of all
overdue invoice(s) received by HKC.
7.2 HKC reserve the right to charge interest at the rate 2% per month on the sum overdue for payment by the Customer hereunder.
8. TITLE TO THE GOODS
HKC T&C 20210225 2
8.1 The Goods shall remain the sole and absolute property of HKC as legal and equitable owner until all amounts owing to HKC by the Customer on any account
whatsoever have been paid to HKC in full. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as HKC’s
fiduciary agent and Bailee.
8.2 HKC may at any time recover and resell the Goods, if payment is overdue and for this purpose HKC’s employees or agents may enter upon the Customer’s or
other premises upon which the Goods are situated. HKC may exercise the like rights of recovery resale and entry so long as any payment owed by the Customer on
any account is overdue.
8.3 The Customer shall ensure that the Goods do not become subject to any charge, lien or encumbrance, but the Customer may resell the Goods to third parties in
the normal course of business and the proceed of any such resale shall belong to HKC to the extent that any payments referred to in paragraph (8.1) above remaining
owing by the Customer, and the Customer shall be under a fiduciary duty to account to HKC for such proceeds. The Customer shall pay all such proceeds of sale
into a separate designated trust account pending accounting to HKC thereof.
8.4 The Customer shall not be deemed to be HKC’s agent for any purpose and shall indemnify HKC against any liability that HKC may incur to third parties (whether
in contract, tort or otherwise, and including all HKC’s expenses attributable thereto) in connection with the Goods, other than liability which would have arisen if
the preceding paragraphs of this condition had not formed part of the contract of sale.
9. WARRANTY AGAINST DEFECTS
9.1 Any Goods which are of defective manufacture or which fail to attain any expressly guaranteed performance rating (subject to any specified tolerances) will be
repaired or replaced free or charge, or credit will be given in respect of such Goods, at HKC’s option, provided that:
9.1.1 Such defect or failure is notified to HKC in writing within 12 months after delivery or within 30 days after the defector failure shall have come to the notice of
the Customer, whichever is sooner, or within 30 days after delivery in the case of any defect or failure which would have been apparent to the Customer if the Goods
were inspected by the Customer on delivery (which inspection the Customer undertakes to make), and any Goods in respect of which no such notification is given
to HKC shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to accept and pay for the same accordingly.
9.1.2 The Customer if so requested shall return the Goods carriage paid to HKC’s works together with sufficient details in writing to enable the Goods and the alleged
defect or failure to be clearly identified.
9.1.3 If the claim is not accepted, HKC will so notify the Customer and hold the Goods for 14 days for the Customer’s instructions, failing receipt of which HKC
shall then be entitled to dispose of the Goods or store them at the Customer’s expenses without incurring any liability to the Customer.
9.1.4 Repairs, alterations or modifications have not been made or attempted by anyone other than HKC.
9.1.5 The Goods have not been subjected to misuse, negligence or other accident.
9.2 HKC’s total liability to the Customer in respect of other losses caused by the defective Goods under the contract shall in no circumstances exceed 10% of the
particular Goods’ ordered amount or at amount equivalent to HK Dollars One Hundred Thousand Only (HK$100,000) whichever is lower.
10. INTELLECTUAL PROPERTY
10.1 The Customer shall not claim ownership of any patents, trade marks, trade names, copyrights or designs in relation to the Goods and shall not take any action
which might infringe any patent, trademark, trade name, copyright or design or other form of protection for any invention, discovery, improvement, design mark or
logo in relation to the Goods and the Customer shall indemnify HKC and keep it indemnified from and against all cost, claims, liabilities, proceedings, damages and
expenses arising directly or indirectly as a result of any breach of the foregoing obligation by the Customer.
10.2 The Customer shall notify HKC immediately of any infringement or apparent or threatened infringement of or any actions, claims or demands in relation to any
patent, trade mark, trade name, copyright, design or other form of protection for any invention, discovery, improvement, design mark or logo in relation to the Goods
or any such patent, trade mark, trade name, copyright or design rights and the Customer shall provide HKC at HKC’s expense with all assistance which HKC may
reasonably require in connection therewith including but not limited to the prosecution of any actions which HKC may deem necessary for the protection of any
rights in relation to the Goods or any such patent, trade mark, trade name, copyright or design rights and if so requested by HKC in relation to any claim or action
brought against the Customer shall authorize the conduct of the same and of all negotiations for the settlement of the same by HKC.
10.3 The Customer shall indemnify HKC against all claims for infringement or alleged infringement of third parties patent or other intellectual property rights, and
all costs and expenses incurred in connection therewith, arising from the execution of the Customer’s order or otherwise in relation to the fulfilment by HKC of its
obligations under the contract.
11. CANCELLATION / RETURN POLICY.
a) Any Purchase Orders confirmed by us cannot be cancelled at your subsequent request. However, we may allow an order to be cancelled at our absolute discretion,
provided that you will indemnify us for the costs incurred in respect thereof, including but not limited to direct materials, stock and any relevant manufacturing
overhead involvement. If only part of an order is cancelled, we may invoice you the difference in price per unit applicable to the quantity actually delivered prior to
cancellation compared with the quantity ordered.
b) As a general principle, Goods sold & delivered are not returnable. Only in appropriate circumstances and at our absolute discretion, we may entertain a return
request. For those who wish to return purchased Goods to us, and receive a credit, on the following conditions:
i. You must obtain our prior consent and obtain a Returned Merchandise Authorization (“RMA”) which is to be quoted on all related paperwork;
ii. Return of the purchased Goods must be made within 15 days of the Date of Delivery to you (as stated on the delivery documentation). Goods must be
returned to us in their original packaging and in a condition which shall enable them to be fit for immediate re-sale;
iii. Goods must be adequately packed and dispatched freight prepaid, clearly labeled, to Customer Service Department at our prevailing office address. Under
no circumstances we will not bear any responsibility for any direct, indirect or consequential loss, damage or expenses of any kind howsoever caused
during the course of returning the purchased Goods;
iv. Before providing a credit for any returned Goods, we will first verify its condition. We do not refund original shipping and handling fees with the return
but the value of the Goods only;
v. If your order was placed with a promotion code or free gift, you must return them together in order to have the credit; otherwise original price of the
Goods will be adopted from the credit;
vi. Goods accepted for return will be credited at invoice value. We will apply a handling charge of 5% of invoice value or US$100, whichever is higher.
12. FORCE MAJEURE.
HKC will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product
allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, Acts of God, acts or omissions of other parties, acts or omissions of
civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine
restrictions, riots or war. HKC’s time for delivery or performance will be extended by the period of such delay or HKC may, at its option, cancel any order or
remaining part thereof, without liability by giving notice to you.
13. LIMITATION PERIOD OF LEGAL ACTION.
Any cause of action against any of the HKC Parties with respect to the Goods, Services or Purchases must be instituted within one (1) year from the date of Purchase
or provision of the applicable Goods or Services, whichever carries the longer period of time.
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