As used herein. “Seller” means DORMA DOOR CONTROLS LIMITED, its successors in title or any legally authorized distributor(s) or agent(s). “Purchaser” means the company, firm or person(s) to whom goods are sold or supplied. “Goods” means the good(s) article(s) or things or any of them described in a quotation or order or so sold or supplied to the Purchaser. “Order” means the Order(s) placed by the Purchaser for the sale or supply of Goods, either verbally or in writing.
2. Offers - Creation of Contracts
All deliveries are carried out subject to these “Conditions of Sale, Delivery and Payment” (hereinafter called “these Conditions”). The Purchaser accepts these Conditions on placing the Order or by accepting delivery. These Conditions are valid for the whole duration of any course of dealing. Any other conditions of purchase proposed by the Purchaser shall only be accepted by the Seller in writing in advance before forming part of any terms of the contract. All agreements or contracts shall only be binding on the Seller after the same have been confirmed and signed in writing by the Seller. These Conditions shall be subject to and construed in accordance with the laws of Hong Kong Special Administrative Region. All disputes arising hereunder shall be referred to arbitration under the law then in force governing arbitration in Hong Kong Special Administrative Region. Should any of these Conditions or any part thereof become null and void, the other terms shall remain in force and effect.
All information about deliveries are approximate and not binding. All Goods delivered to the Purchaser are carried out at the risks of the Purchaser. Any loss, injury or destruction shall not in any way release the Purchaser from his obligation to pay for the Goods or comply with any other terms or conditions herein. The Seller shall not be liable for any type of loss or damage due to delay. Suspension of performance or impossibility of performance resulting from any cause beyond the Seller’s control, including labour difficulties, national emergencies, embargos, war, riots, certain priorities, shortages of material, labour or energy, acts of god or other force majeure. Claims for damages or loss in transit must be asserted by the Purchaser against the carrier only. The Seller shall not be liable for any loss or damages resulting from delivery or installation or lack thereof. The Seller shall be entitled to deliver more or less than the quantity ordered at its choice but limited to 10% deviation of the quantity ordered.
Goods are sold or supplied for payment by cash in Hong Kong by Hong Kong currency as set out in the Seller’s invoice within 30 days from the date of invoice. If the Purchaser fails or refuses to observe any terms hereof, the invoice(s) price/amount(s) shall immediately become due and payable. These terms shall also apply when a purchaser goes into liquidation, bankruptcy or makes arrangements with his creditors. Until such time when the price of the goods sold, delivered or supplied shall have been paid and received and acknowledged by the Seller, the title property and ownership of all Goods sold, delivered or supplied by the Seller shall not pass and remain with the Seller. The Purchaser shall have no right to withhold payment or set off any sum due for whatever reason(s) or compensation of any claim hereunder whether or not contested by the Seller. In case of default in payment by the Purchaser, he shall be liable to pay interest on the amount due at the rate of 5% above the Prime Rate charged by Hong Kong Bank in Hong Kong Special Administrative Region. The exercise by the Seller of its rights pursuant to its reservation of title howsoever, whether by recovery or possession or otherwise shall not be in any way construed as termination of this contract.
The Seller warrants that the Goods sold or supplied hereunder will conform to the description as stated in the Sellers catalogues and sales brochures. Evident deficiencies must be reported to the Seller in writing within one week after receipt of Goods. The Seller may, at its choice, replace or repair such Goods without any payment to the Purchaser. The Purchaser shall allow necessary time and opportunities to replace or repair such Goods, failing which the Seller is exonerated from any cause or gesture towards replacement or repair of such Goods. The Seller does not accept any responsibility for damage caused by incorrect handling, installation or assembly of Goods or where damage is caused by third parties. All future claims for damages, including those for loss of profit, damage to persons or property, or consequential losses are excluded.
If the Seller is required to pay any sales, embargo, shipping or any other charges or taxes incident to the performance of this contract, the Purchaser shall reimburse the Seller therefore upon Seller’s request unless such charges or taxes are specifically included in the sales price.
Acceptance of contract is at all times subject to the Seller’s approval of credit. The Seller reserves the right to require full or partial payment in advance. If at any time the Seller doubts the Purchaser’s financial capacity or ability or if the Purchaser defaults for any amount payable or owing to the Seller under this or any other contract, the Seller shall have the right, without liability and prejudice to any other remedies, to suspend performance, decline to ship, or shop Goods in transit until Seller receives full payment of all amounts payable or owing to Seller, whether or not due, or adequate assurance of such payment.
These Conditions shall be governed by the laws of Hong Kong Special Administrative Region. Place of performance is Hong Kong Special Administrative Region. These Conditions also apply when deliveries to be made or made free at place of destination.