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LEDA GREENPOWER HONG KONG LIMITED TERMS AND CONDITIONS OF SALE
THE TERMS AND CONDITIONS BELOW SHALL APPLY TO THE QUOTATION GIVEN OVERLEAF OR ATTACHED AND ANY SUBSEQUENT CONTRACT FOR THE
SUPPLY OF ANY ITEMS DETAILED IN THIS QUOTATION. PLEASE READ CAREFULLY.
of LEDA GREENPOWER HONG KONG LIMITED. - hereinafter referred to as “the Seller�? the person or company who placed an order with the Seller is referred to as the
'Buyer'
BY REQUESTING A QUOTE FROM THE SELLER OR PRESENTING AN ORDER TO THE SELLER, BUYER CONFIRMS THAT THESE TERMS & CONDITIONS
SHALL GOVERN ALL PURCHASES OF GOODS, MATERIALS AND/OR SERVICES PROVIDED TO BUYER BY THE SELLER (COLLECTIVELY “GOODS�? BY BUYER
FROM THE SELLER. THE SELLER OBJECTS TO AND REJECTS ANY CHANGES OR ADDITIONAL OR DIFFERENT TERMS (CONTAINED IN A PURCHASE ORDER
ACCEPTED BY THE SELLER, OR OTHERWISE) AND NO SUCH TERMS WILL CHANGE THESE TERMS & CONDITIONS UNLESS ACKNOWLEDGED IN WRITING
AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE SELLER. NO SELLER EMPLOYEE OR AGENT HAS THE AUTHORITY TO MODIFY THESE TERMS
& CONDITIONS VERBALLY. THE SELLER OBJECTS TO AND REJECTS ANY TERMS BETWEEN BUYER AND ANY OTHER PARTY, AND NO SUCH TERMS,
INCLUDING BUT NOT LIMITED TO ANY GOVERNMENT REGULATIONS OR “FLOWDOWN�?TERMS, SHALL BE A PART OF OR INCORPORATED INTO ANY ORDER
FROM BUYER TO THE SELLER, UNLESS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE THE OF SELLER.
1. Formation of a Contract
1.1 The quotation given on or attached to these terms and conditions will only remain valid for a period of 20 days or as detailed on the quotation.
1.2 On acceptance of the quotation by placing an order within the specified period, the Buyer will be bound by these terms and conditions. Each quotation accepted shall
constitute an individual legally binding contract between the Buyer and the Seller. Such contract is hereinafter referred to in these terms and conditions as "an order".
1.3 No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by us or a person authorised to sign on
our behalf. ANY REPRESENTATIONS, PROMISES, WARRANTIES, OR STATEMENTS BY THE SELLER'S AGENT OR EMPLOYEE THAT DIFFER IN ANY WAY FROM
THE TERMS OF THIS CONTRACT SHALL BE GIVEN NO FORCE OR EFFECT. Any typographical or clerical error herein is subject to correction by us.
1.4 Nothing in these terms and conditions shall prejudice any condition or warranty expressed or implied, or any legal remedy to which the Seller may be entitled in relation
to the goods / and or the work the subject of quotation.
2. Specification
All goods supplied by us shall be in accordance with the quotation given and any further specifications or descriptions agreed or expressly listed or set out on the face of
the order. QUOTING PER PART NUMBER UNLESS OTHERWISE NOTED. Validity: 20 days from date of quote. Minimum order $500.00, for orders under this
amount a $100 fee will be added.
3. Acceptance
3.1 The Buyer will be deemed to have accepted all goods upon their delivery.
3.2 The Seller must be informed in writing within 5 days of acceptance of the order of any changes, alterations, reductions or cancellations. The Seller reserves the right to
retain any deposits or charge in full for any goods supplied or fabricated where cancellation is not made within the period specified.
3.3 The Seller reserves the right to decline the buyer‟s order when our quoted stock goods are sold out or at the Seller‟s discretion.
4. Delivery and Risk
4.1 Unless otherwise stated in the order or quotation, the price quoted does not include delivery. Refer to INCOTERMS quoted.
4.2 Whereas the Seller will try to ensure compliance with any delivery times and dates given, such times and dates are an estimate only. The Seller will not be responsible
for any loss whatsoever arising from or consequential upon delay in delivery.
4.3 Risk in the goods shall pass to the buyer upon delivery. Upon INCOTERMS EX-WORKS (EXW), after collection of the goods, all risk of loss or damage shall be on
Buyer
5. Title and Payment
5.1 All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller. The Buyer shall pay the Contract Price of the Goods
(less any discount or credit allowed by the Seller, but without any other deduction, credit or set off) within 14 Days of the date of the Seller‟s invoice or otherwise in
accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract. Payment shall be made on the due
date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. The time for the payment of the Contract
Price shall be of the essence of the Contract.
5.2 The Seller reserves the right to claim statutory interest at 10% above the Bank of China reference rate in force on the date the debt becomes overdue and at any
subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as
amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. Any costs associated with collecting the payment (collection costs) will be
passed through to the buyer and added to the amount due. These collection costs include legal fees, court filing fees, attorney fees, collection agency fees, mailing fees,
etc.
5.3 Furthermore the Seller will claims all additional costs (including, but not limited to legal costs) incurred in obtaining payment from the Buyer, where payment is late.
5.4 Title to the goods comprised in the order shall not pass to the Buyer until the full payment has been paid. Furthermore the Seller reserves the right to sue for the price
once payment becomes due notwithstanding that title may not have passed.
5.5 Where payment is due against Proforma Invoice, the Seller expects this be received within two weeks after issue of the invoice. Should payment not be received within
this time the Seller reserves the right to cancel the order and re-quote. Where a down payment has been made to allow the order to proceed, the Seller expects the
balance payment to be made within two weeks of notification of readiness to ship. Failure to make payment of the balance due within the period quoted will result in
storage charges being applied at a rate of 15% of the total order value per week or part week with this additional cost being added to the final balance due. Only if the
payment of total or specified portion released to the Seller‟s authorized bank account, the Order will start to go into force.
6. Price
6.1 If the rate of value added tax (VAT) increases between the date of your order and the date of delivery the Seller will add the necessary additional amount of value
added tax to the price of the goods.
6.2 If the price of the goods increases for any other reason between the date of your order and the date of delivery the Seller will notify the Buyer of this and the buyer
needs to accept the price increase.
7. Trade Compliance
7.1 Prior to order acceptance the Seller reserves the right to request completion of our „End User Statement‟ to ensure goods are not being exported to any restricted
areas under China, UK, EU, USA or other international organizations controls. The quoted delivery/manufacturing period will only commence once the Seller and the
manufacturer have performed our/their export compliance checks to our/their satisfaction, and subject to the agreed payment terms as detailed in our offer.
8. Return of Products and Order Cancellation
Special order (or custom fabricated) products cannot be cancelled. Products cannot be returned or cancelled without quality issue.
The acceptance of any cancellation will only be binding on the Seller if in writing. The buyer may cancel the Order only upon written notice and payment to the Seller of
reasonable and proper cancellation charges.
9. Force Majeure
9.1 The Seller shall not be liable for delay or failure to perform any of our obligations under this order if the delay or failure is caused by any circumstances beyond our
reasonable control.
9.2 For the purposes of this condition, "force majeure" shall include, but not be limited to acts of God, war, terrorism, civil disorder, industrial dispute, fire or explosions. The
following circumstances result in exemption from liability when occurring after the conclusion of the contract and preventing its fulfillment:
Labor disputes, strikes, lockouts and any other circumstance on which the parties have no influence such as fire, war, mobilization, pandemic, unforeseen military
calling-up, sabotage acts, requisition, impounding currency restrictions, import and export prohibition, rising, weather disturbances, lack of working plants, general lack of
goods, restrictions in the means of motive power, and lack of deliveries from subcontractors or delay in such deliveries as described in any of the circumstances in this
clause.
The Seller is entitled to inform the Buyer in writing that the contract is cancelled when a fulfillment hereof in reasonable time is impossible due to one or more of the
circumstances stated in this clause.
In relation to the Buyer, the Seller is not liable to damage on chattels personal or real property, just as the Seller is not liable to any loss of profits, lost wages or any other
indirect or diverted loss caused by the circumstances stated in this clause.
9.3 Upon the happening of a "force majeure" event the Seller shall be entitled to a reasonable extension of time for the performance of our obligations.
10. Warranty
The Seller warrants the quality of products for a period of 12 months from delivery, or back to back warranty by manufacturers, which ever shorter comes first, unless
otherwise specified
11. Exclusions
The Seller shall not be liable for any loss or damage, including consequential loss or damage, in respect of delayed deliveries due to any reason, howsoever caused. If the
Seller agrees to pay claim to the Buyer, then total amount altogether however shall NOT exceed 5%.
12 Translations / Governing Language
English or Chinese shall be the legal language, and all parties waive any right to use and/or rely upon any other language, translation or interpretation. The parties
specifically agree that in the case of any inconsistencies or interpretation disputes, the English or Chinese language version shall control.
13. Governing Law: The governing law under which this contract is to be construed and by which disputes will be settled is the Law of Beijing, China.
14. Jurisdiction
If any part of these terms and conditions are found to be unlawful it shall not affect the validity or enforceability of the remaining clauses. These terms and conditions shall
be construed in accordance with the laws of China.
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