The following terms and conditions of delivery and payment apply, without exception, to all purchase and delivery contracts except those concluded with persons who are consumers within the meaning of the Consumer Protection Act. No other terms or conditions – especially purchasing terms and conditions – can be accepted. These terms and conditions of delivery and payment will apply throughout the business relationship.
Orders are binding on the purchaser. Once orders have been placed, they may only be changed by mutual agreement. If goods are manufactured especially, the vendor will be entitled to demand a down payment of 50% of the order value, or bank payment guarantees. The contract will be concluded once the vendor has confirmed acceptance of the order in writing or once delivery has been made. For technical reasons, the following tolerances will be permitted: in respect of weight and quantity, +/- 10 %; in respect of strength, +/- 5 %; in respect of dimensions, +/- 3 %. Minor differences in the gloss of the polyethylene and in the print, in the print layout and size, in the colouring and general characteristics of the goods will always be permitted and will not constitute grounds for terminating the contract and/or demanding compensation or a reduction in price.
Prices are net and do not include VAT. Goods will be delivered on the account and at the risk of the purchaser, and will be sent uninsured unless agreed otherwise. If goods have been badly packed, a complaint must be made by the purchaser to the carrier at the time of delivery. If the purchaser refuses to accept delivery, the costs of storage and re-delivery will be paid by the purchaser. Storage costs are to be calculated in accordance with the current scale of carriage charges for commercial goods. Artwork and the copy proof will be sent by post at the normal rate. If express courier delivery is required, this will be billed separately at cost. The price includes 1 black and white copy proof. Express deliveries or carrier deliveries will be billed separately on a time and materials basis.
The vendor reserves the right to alter prices if a period of more than three months has elapsed between the conclusion of the contract and its performance, and if the factors on the basis of which prices were quoted have changed during this period.
If a text or drawing is printed, discrepancies of up to +/- 2 cm will be permitted. No guarantee can be provided in respect of colour wearing off coloured handles, cords or strings or their becoming discoloured. The vendor can accept no responsibility as regards the chemical composition of the product; this also applies to changes in the product which occur as a result of printing. The vendor is also not responsible for the colour of the product, for any odour which develops as a result of the colouring, or for the print in general. When bags are reprinted, for technical reasons the vendor cannot guarantee that the colouring will be the same as for the previous order.
There may be slight changes in the colour of the paper, printing inks, strings etc.; such changes must be considered acceptable if they are within the standards adopted by the raw materials suppliers. The vendor cannot provide any guarantee in respect of glued surfaces which may separate as a result of environmental influences or other chemical reactions.
The technical characteristics of the materials used in the manufacture of our products are subject to changes which must be accepted if they are within the tolerance limits usually adopted commercially for the relevant product sectors.
In the event of disruption of operations, energy shortages, action taken by the authorities or other cases of force majeure which impede timely delivery, the vendor will be entitled to suspend deliveries wholly or in part or extend delivery deadlines, without this giving rise to a claim on the customer's part for substitute delivery or compensation.
Delivery periods commence on conclusion of the contract. All delivery periods and deadlines are agreed on a non-binding basis. In the event of non-compliance, the customer may grant an eight-week extension period. At the end of this period the customer will be entitled to withdraw from the contract; only in the event of malice aforethought or gross negligence will the customer also be entitled to compensation.
Any claims in respect of defects must be made immediately, or no later than three days after the goods are received or made available, by registered letter. The purchaser is obliged to inspect the goods immediately. No claims can be made in respect of minor discrepancies in colour or other characteristics. In the event of a justified claim in respect of defects, the vendor may, at its choice, remedy the defects or supply replacement goods which are free of defects. Claims for rescission, reduction in price or compensation are excluded unless the vendor is unable to remedy the defects or supply replacement goods. In that case the purchaser may withdraw from the contract or demand repayment of the purchase price. Liability can only be accepted if at least gross negligence can be proven.
The vendor's liability will not, in any case, extend to loss, damage or injury which occurs during, or because of, the use of the goods.
If the purchaser submits a claim in respect of defects in the goods delivered, the purchaser undertakes to keep the entire consignment of goods delivered available for the vendor and not to use any part of the goods in any way or form. The use of even part of the goods will be deemed to mean that any guarantee or compensation claims have been waived.
The purchaser may only return the goods if the vendor has explicitly authorised the purchaser to do so, in writing.
The invoice will be issued on the date when the goods are delivered ex works or made available and will be payable immediately without deductions. Payments will in every case be applied to clearing the oldest accounts payable plus the default interest which has accrued on them.
In the event of arrears of payment, default interest in the amount of 2% monthly and overdraft charges will be billed. Reminder charges and collection costs will also be payable. Until the amounts invoiced, and default interest, have been paid in full the vendor will not be obliged to make any further deliveries under any current contract. If the purchaser is in arrears with a payment which has fallen due or if the purchaser's financial circumstances significantly deteriorate, the vendor may demand payment in cash before delivering the goods, in respect of deliveries yet to be made under any current contract, setting aside the payment period previously agreed. All the purchaser's liabilities, including those not yet due under the terms previously agreed, will also become due for immediate payment. In these cases the vendor will also be entitled to withdraw from contracts.
The vendor may only offset claims which are uncontested or have been legally established.
Until they have been paid for, the goods delivered will remain the property of the vendor. The purchaser may however resell or process the goods in the course of the purchaser's normal business activities. The goods may not be pledged as collateral, or transferred as security, to third parties without the vendor's consent. If the goods are distrained by third parties, the purchaser must immediately notify the vendor. If the purchaser suspends payments, the purchaser will be obliged immediately to set aside any goods supplied by the vendor which are still in the purchaser's possession. The vendor must be granted access during business hours to inspect these goods.
Printing equipment such as printing plates, filmstrips and the original composition will remain the vendor's property and the purchaser has no right of any kind to demand that it be transferred to the purchaser. At the purchaser's request, this equipment may be kept for possible reprints. At the end of three years the vendor may destroy these articles without the purchaser's permission or consent, without this creating any rights for the purchaser. For printing plates, this period will be only one year.
The purchaser is entirely responsible for factory marks, names or trademarks affixed on the purchaser's instructions on the bags, carrier bags or suit covers, boxes, displays etc. which are supplied.
If, at the purchaser's request, goods are stored on the vendor's premises, the costs of storage and collection / delivery will be billed separately. The purchaser must take all the goods which have been stored and pay for them within the agreed payment period. Payment periods will not be extended as a result of the goods being stored. Goods will in all cases be stored uninsured and the vendor cannot accept any liability in the event of damage or loss.
Should individual points in these General Terms and Conditions of Business be invalid, this will not affect the validity of the remaining provisions, except in the event of malice aforethought or gross negligence.
Any clauses in our customers' general terms and conditions of business or purchasing terms and conditions prohibiting assignment and any other contractual clauses relating e.g. to the assignment of claims are to be disregarded entirely.
The place of performance and place of jurisdiction for all aspects of the performance of contracts is Hong Kong.