1. Basis of this Contract
| 1.1 | In this terms the Company means CMSA COMPANY LIMITED
and the Buyer means any persons placing an order with
Company for the purchase of goods or provision of service as from time
agreed together, except where the context otherwise requires define as Goods
in relation to the provision of services, reference to Goods shall be
construed as reference to services.
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| 1.2 | A contract under which the company shall sell Goods to the Buyer
shall only come into existence once the company has received and accepted
the Buyers order and until acceptance the Company shall be under no
obligation to the Buyer.
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| 1.3 | The contract comprised by these terms shall be the entire contract
between the Company and the Buyer (the Contract) Any other terms, conditions
or provision whether proposed by the Buyer orally or in writing shall be of
no effect and the sale of Goods by the Company to the Buyer shall not
constitute acceptance of such terms, condition or provisions. The terms of
this contract shall override and supersede any previous negotiations,
agreement between the Company and Buyer in relation to the supply of Goods.
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| 1.4 | Unless specifically agreed in writing and signed by a director of
the Company information any advised given orally or contained in the
Companys publicity material, advertisements and catalogues and in
correspondence between the company and the Buyer before the date of this
Contract is given gratuitously and without responsibility on the part of the
Company and shall not for part of this Contract.
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| 1.5 | Unless stated in this Contract or expressly agreed in writing and
signed by a director of the Company, no term, condition warranty or
representation (whether expressed or implied by statute, law, custom or
usage) as to the nature, quality or fitness of the Goods their conformity
with any description or sample is given by the company.
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2. Prices
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2.1 | The Company may alter its quoted prices without notice both before
and after acceptance of the Buyers order and all goods will be charged for
at prices ruling at the time of delivery. |
| 2.2 | Prices quoted do not include sales tax or other duties or taxes.
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3. Delivery
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3.1 | Dates and time given for delivery of goods are given as estimates
only and shall not constitute a term or condition of any contract between
the Company and the Buyer. Time shall not be of essence. Whilst the company
will use all reasonable endeavors to meet a time estimate, it reserves the
right to amend any estimate without notification. |
| 3.2 | The company will deliver the goods in such batched or installments
as it consider expedient. Failure by the Company to deliver one or more
batch or installment shall not entitle the Buyer to claim compensation or
reject those or subsequent deliveries. |
| 3.3 | The method of delivery will be as quoted by the Company but if this
is not stated then the Goods shall be delivered in accordance with
sub-paragraph 3.3b |
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a) If the Buyer agrees to collect or arranges collection of the Goods
form any of the Companys premises (the Premises) delivery shall be effected
and risk but not title shall pass when Goods are handed to the Buyer or its
carrier at the Premises and Buyer shall collect the Goods within 10 working
days such notice.
b) If the Company agrees to deliver the goods to a place in Hong Kong
or outside Hong Kong nominated by the Buyer, the Company shall engage for
this purpose and shall where required indicate to the Buyer expected dates
and times of dispatch and delivery. The Company does not represent that the
expected date or time of delivery will be met. Delivery shall be affected
and risk but title shall pass then delivery is tendered at the nominated
place during normal working hours.
c) The Buyer shall promptly notify the Company if Goods to be delivered
in accordance with sub-paragraph (b) do not arrive within seven working days
of the expected delivery date.
d) The Buyer shall carefully examine Goods delivered in accordance with
Sub-paragraph (b) on receipt immediately advise the carrier and notify the
Company within seven working days confirming in writing, details of any
short delivery or defects reasonably discoverable on careful
examination.
e) The Company shall endeavor to replace, or at its option, refund the
purchase price of any defective or undelivered goods falling into
sub-paragraph (c) or (d), it shall not be under any liability to the Buyer
in this respect if the Company does not receive the notices referred to in
sub-paragraph (c) or (d), it shall be discharged from all liability (whether
arising in negligence or other) arising from such non delivery or defects.
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4. Property and Risk
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4.1 | The Goods shall remain the property and in the absolute ownership of
the Company until the Buyer has paid in full all amounts owned by the Buyer
to the Company in respect of the Goods on any account under any transaction.
Until such payments is made the Buyer holds the Goods as the Companys
fiduciary agent and bailer and the Company may at any time request the
return of any Goods which have not been paid for and which are in the
possession or control of the Buyer. |
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4.2 | The risk in the Goods will pass to the buyer in accordance with
paragraph 3 of this Contract irrespective of property in the Goods remaining
with the Company. |
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4.3 | The Buyer shall keep the Goods in good condition and fully insure
them. |
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4.4 | The Buyer shall immediately notify the Company if it or its
directors intend to present a petition for the marking of an administrative
order or if it is aware of such intention on part of any of its creditors.
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4.5 | The Buyers authority to posses or sell the Goods shall forthwith
terminate upon the occurrence of any event referred to in sub-paragraph 6.1
(a) or (b). |
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4.6 | The Company may repossess the Goods in accordance with sub-paragraph
4.5 and for this purpose the Buyer grants to the Company an irrevocable
license to enter the Buyers premise or any other premises in the occupation
or control of the Buyer where the Goods are, or are believed by the Buyer to
be located and remove the Goods. Even before the authority referred to in
that paragraph has terminated, representatives of the Company may at any
time enter such premises to inspect the Goods.
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5. Limitation of Liability
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5.1 | In the event that the Companys products causes any direct damage to
any property of a Customer, the Companys liability for such loss or damage,
after the loss has been properly proved or been mutually agreed upon, shall
in all circumstances be limited to the value of the specific individual
defective item/product originally supplied or sold by the Company to the
Customer only. | |
5.2 | The agreed limitation as provided in clause 5.1 above shall be
applicable at all times and is irrespective of the claims made when so ever
and how so ever. | |
5.3 | In addition to the provision herein and not in derogation of clause
5.1 above, the Company shall not be liable in any manner whatsoever to the
Customer for any other losses, claims, expenses or damage of whatsoever
nature (including loss of profits for the entire project and/or any other
related projects, third party claims or any alleged consequential
claims/losses of whatsoever nature by whosoever parties) as a result of its
sale supply (or omission to supply) of any products to the Customer.
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6. Termination of this Contract.
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6.1 | The Company shall have the right to terminate this contract without
affecting its accrued rights by giving notice to the Buyer if
a) The buyer defaults in the payment on its due date of any sum under
or pursuant to any transaction under this Contract or commits any continuing
or serious breach of this Contract and fails to remedy such breach (if
remediable) within ten working days of the Companys notice to do so, or
b) Any of the following evens occurs
i- distress or execution is levied against any of the Buyers assets and
is not paid or discharged within seven days or a judgment against the buyer
remains unsatisfied for more than seven days, or a receiver is appointed
with respect of any of the Buyers assets or
ii- a petition is presented for the winding up of or an administration
order to be made in relation to the Buyer, or a resolution passed for the
Buyers winding up (other than a members voluntary winding up for the purpose
of amalgamation or reconstruction) on terms approved in writing by the
Company of
iii- the Buyer suspends or threatens to suspend payment of its debts or
is deemed unable to pay its debts for the purpose of the Bankruptcy Act, or
cease or threatens to cease to carry on its business or any material parts
as a going concern, or as
iv- at any time the Company has reasonable grounds to believe any of the
events mentioned in (a) or (b) above is likely to happen within a period of
three month thereafter.
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6.2 | On termination of this contract for any reason
a) the Company shall be discharged from any further liability to
perform under the Contract
b) the Buyer shall pay the Company on demand for al work performed the
Company for the Buyer prior to termination, and
c) the Company is granted an irrevocable license to enter the Buyers
premises to recover any Goods or other material which are the companys
property
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7. General
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7.1 | The Contract shall in all respects be governed by The Law of Hong
Kong Special Administrative Region. | |
7.2 | The construction of this Contract is not to be affected by any
heading. Any variation to this Contract shall only be binding if it is
recorded in a document signed by a director of the company.
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7.3 | Notice shall be given to party by sent to the partys address by
facsimile, telex, or registered post and by airmail where appropriate. Each
party shall promptly notify to the other in writing any change of address or
of telex of facsimile number. | |
7.4 | The Company shall not be liable in any way for any failure to
perform its obligations or for loss, damage or delay incurred by the Buyer
resulting from circumstances beyond the Companys reasonable control.
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7.5 | It is the Buyers obligation to acquaint itself and so comply with
all applicable requirements and restrictions imposed by government or other
corporation relation to the possession, use, import, export, or resale of
the Goods | |
7.6 | Failure by the Company to exercise any of its rights shall no not be
a waiver or forfeiture of such right.
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