Braemac General Terms & Conditions
General Terms & Conditions of Sale - Hong Kong
(Business Registration Certificate No.35627156-000-04-13A)
1.1. In these conditions, “Seller” means Braemac Limited and any other company or corporation that is related to Braemac Limited in accordance with the Companies Ordinance (Ord. No. 28 of 2012). ) and whether acting as trustee of a trust or in its own capacity and being the entity named as the Seller or Supplier in the Quotation and the Purchase order. “Buyer” means the person, body, firm or company with whom the Seller enters into a contract for the sale of goods and/or the supply of services.
1.2. These terms and conditions of sale apply to all contracts of sale entered into by the Seller and supersede and prevail over all terms and conditions which may be contained in any customer purchase order or in sales confirmation or otherwise.
1.3. Typographical and clerical errors are subject to correction and revision.
1.4. These conditions bind the Seller, the Buyer and their respective successors and assigns.
1.5. Words importing persons shall include corporations and words importing the singular number or plural number shall be deemed to include the plural number or singular number respectively and words importing the masculine gender shall include all genders as the case may require.
2. QUOTATION AND PURCHASE ORDER
2.1. Any quotation given by the Seller is a mere invitation to treat and does not constitute a contractual offer and the Seller reserves the right to vary or withdraw a quotation at any time. These terms and conditions are attached to every quotation sent to potential customers.
2.2. Once the Seller has sent to the Buyer an acknowledgment of the acceptance of the purchase order the Buyer may not alter or modify the purchase order without the written consent of an authorised employee of the Seller.
2.3. As a general rule the Seller seeks to support an eight (8) week cancellation window. This period is classified as eight (8) weeks prior to Seller’s confirmed delivery date. However in all instances cancellation is subject to acceptance by the Seller for any particular cancellation request.Any non-standard, indent, custom, or customer specific items are subject to non-cancellation non-returnable (NCNR) terms.
3. PAYMENT OF PRICE
3.1.Unless specifically stated otherwise all prices are expressed net of any applicable freight and insurance charges, and customs duty which shall be added to the amount to be paid by the Buyer.
3.2. All prices of imported good quoted are based on the FOB price of the Seller’s supplier and the rates of exchange, freight, insurance and customs duty applicable at the date of quotation. The quoted prices may be varied by the same amount by which the Seller’s actual costs have been varied as a result of any change in the said rates.
3.3. Subject to clause 3.4 all goods and services shall be paid for before they are supplied.
3.4. If the Buyer has an approved credit account with the Seller the goods and services supplied must be paid for within thirty (30) days of the date of invoice or thirty (30) days from the date of shipment whichever occurs first. Where the Buyer is overdue with any payment or the Seller is in receipt of credit reference(s) which it regards as unsatisfactory, then the Seller reserves the right to assign the Buyer to a COD account instead of a credit account.
3.5. Each consignment shall be considered a separate and independent transaction and payment therefore shall be made accordingly.
3.6. Without prejudice to any other remedy the Seller may be entitled to under the law or these Terms and Conditions, the Seller reserves the right to levy a default charge on any overdue payment at an annual interest rate equal to 2% above the rate notified by the Seller’s bank from time to time as being that bank’s interest rate on unsecured overdraft facilities extended to commercial entities.
3.7. Failure to pay any invoice within the stated terms may result in the account being referred to our debt collection agency for further action. Any cost incurred in recovering the debt amount, including but not limited to collection costs, legal action, mercantile agent fees and solicitors’ costs will be payable by the Buyer.
4. GOODS AND SERVICES TAX (GST; If applicable)
The Seller quotes prices exclusive of GST. GST will be added to invoices when, in the opinion of the Seller, this is required by applicable laws or regulations.
5. PASSING OF RISK AND PROPERTY
5.1. All sales are ex-store point of consignment. Risk in the goods passes to the Buyer when the goods are loaded at the Seller’s premises or at the factory, place of manufacture and/or packaging, for delivery to the Buyer. Risk of loss in transit is the responsibility of the Buyer.
5.2. The Seller shall retain title to the goods until it has received payment in full for them. Goods belonging to the Seller which have not been paid in full shall be stored by the Buyer so that they are identifiable as such. The fact that the Seller retains title to the goods until they have been paid for shall not affect its right as an unpaid Seller or the passing of the risk of the goods to the Buyer pursuant to clause 5.1. Furthermore if payment is overdue, or the Buyer enters into bankruptcy, liquidation, administration, a composition with its creditor, has a receiver or manager appointed over all or any of its assets or becomes insolvent the Seller shall be entitled without prejudice to any other remedy, to repossess goods belonging to it and to enter any premises of the Buyer without notice for this purpose.
The Buyer shall make his own transport arrangement. Where the Buyer fails to make transport arrangements the Seller reserves the right to make arrangements for delivery and charge the customer for the cost of delivery and a handling fee for arranging the same.
7. DELIVERY TIME
7.1. Delivery times shall not be of the essence of the contract.
7.2. Delivery dates are estimated in good faith by the Seller.
7.3. Under no circumstances shall the Seller be liable for damages (including consequential special and incidental Damages) for failure to deliver or delay in delivery howsoever occasioned.
7.4. The Buyer is not relieved from accepting delivery at the agreed price when the causes interfering with delivery are removed.
7.5. If delivery is in installments delay in delivery of any installment shall not relieve the Buyer of its obligation to accept the remaining deliveries and make payment for the same at the agreed price and terms.
7.6. In the event of any event happening beyond the Seller’s reasonable control in consequence of which the Seller cannot effect consignment by the time or times quoted or specified the Seller shall be entitled to consign part only of an order, suspend consignment or extend time for consignment for the period during which such cause of delay operated or may cancel the order and in the event of such suspension, extension or cancellation the Seller shall not be liable for damages.
8. MINIMUM ORDER
8.1. The minimum order value and the minimum order quantity per line item that the Seller will accept are indicated in the Seller’s quotation to which these terms and conditions are attached. Where less than minimum quantities are ordered the Seller will automatically increase the quantity to meet the stated minimum levels.
8.2. Where quantities are ordered which constitute broken pack sizes, those quantities will be increased to the next highest unbroken pack size.
9.1. The Buyer shall inspect all goods supplied upon delivery. The Seller shall not be liable for any alleged shortages and other errors in delivery if the Buyer fails to submit a claim in writing to the Seller within seven (7) days of the delivery to which the claim relates.
9.2. Goods cannot in any circumstances be returned to the Seller without the prior written consent of an authorised employee of the Seller.
9.3. Whilst the Seller will take all reasonable steps to ensure that all goods supplied to the Buyer comply, where possible, with the Restriction of Hazardous Substances, Lead-free or Green requirements adopted by the European Union, the Seller makes no warranty or promise in this regard and will not be liable to the Buyer on any account whatsoever in the event that the goods do not so comply.
10.1. All goods are supplied by the Seller to the Buyer on an “as is where is” basis without any warranty of any kind. However the Seller shall assign to the Buyer, in so far as it is able to do so, the benefit of any condition, warranty or guarantee, express or implied, in the Seller’s contract with its own supplier.
10.2. Subject to clause 10.3, clause 10.1 sets forth the full extent of the Seller’s obligation and liability to the Buyer with respect to the goods and services supplied and all terms, conditions warranties and representations that might otherwise be implied by statute or otherwise are hereby excluded.
10.3. If any provision of law provides that warranties or conditions or other obligations cannot be excluded in accordance with Clauses 10.1 and10.2, where such statutory provisions apply, and to the extent to which the Seller is entitled to limit its liability then its liability shall be limited at its option to:
a) In the case of a supply of goods:
(i.) The replacement of goods or supply of equivalent goods;
(ii.) The payment of the cost of replacing goods or acquiring equivalent goods;
(iii.) The payment of the cost of having the goods repaired; or
(iv.) The repair of the goods; and
b) In the case of service:
(i.) The supply of the services again; or
(ii.) The payment of the cost of having the services supplied again.
10.4. If the Buyer requests the Seller to supply goods and/or services and requires the goods or services be acquired by the Seller from a third party manufacturer/supplier specified by the Buyer (“Supplier”) and the goods or services are, or are alleged to be, defective or the goods are alleged to be not fit for the purpose for which they are sold then the following provisions will apply:
a) Whilst the Seller will do all things reasonably required to assist the Buyer to claim against the Supplier (except if this requires incurring expense) the Seller will not be liable on any account whatsoever to the Buyer or its customers for any such claims and the Buyer releases absolutely the Seller and it’s successors and assigns from any liability arising out of the same;
b) The Buyer also indemnifies and agrees to keep indemnified the Seller and it’s successors and assigns against all liability for loss or damages of any kind, including legal expenses on an indemnity basis, arising from the goods or services being, or being alleged to be, defective or the goods not being fit for the purpose for which they were sold including claims by third parties including the Buyer's customers.
11. LIMITATION OF LIABILITY
To the fullest extent permitted by law and subject only to any exceptions contained in these conditions the Seller shall under no circumstances be liable in any way whatsoever to the Buyer for any form of loss, damage or expense sustained or incurred by the Buyer or any other party in consequence of or resulting directly or indirectly out of the supply of the goods or services by the Seller, the use or performance thereof, any breach by the Seller of any provision of any contract incorporating these terms and conditions or the negligence of the Seller.
12. DIRECTED PURCHASE (If Applicable)
The Buyer acknowledges and agrees that the Seller has agreed to supply the Goods to the Buyer strictly on the condition that the Buyer agrees to the following additional terms and conditions:
12.1. As the Seller has agreed in good faith to purchase the Goods from a third party Supplier specifically nominated by the Buyer and of whom the Seller has no knowledge or previous experience, the Buyer agrees to purchase the Goods without any warranty or representation of any kind in relation to the quality or merchantability of the Goods nor as to the suitability of the Goods for the purpose for which they are intended.
12.2. The Buyer agrees to accept the Goods in the condition in which they are supplied and releases the Seller and its successors and assigns absolutely and holds the Seller its successors and assigns harmless from any claims, actions and suits of any kind including for legal expenses arising directly or indirectly from the supply of the Goods by the Seller to the Buyer and the Buyer indemnifies and agrees to keep indemnified the Seller and its successors and assigns from any such claims, actions and suits including for legal expenses that may be made against the Seller by a third party claimant.
12.3. The Buyer acknowledges and agrees that this release may be pleaded by the Seller in defence of any such action; claim or suit brought by the Buyer against the Seller or its successors and assigns and shall act as an absolute bar to any such proceedings.
12.4. The Buyer agrees to take out and keep current at all times a Product Liability Insurance Policy in respect of the Goods with a reputable insurer for not less than $20 million and that the interest of the Seller shall be noted on such policy.
12.5. These clauses are in addition to the Seller’s standard terms and conditions of trade that have been provided by the Seller to the Buyer (the receipt whereof the Buyer acknowledges). In the event of inconsistency between any of these clauses and the Seller’s standard terms and conditions, these Clauses shall, to the extent of any such inconsistency, prevail.
13. GOVERNING LAWS
The construction validity and performance of any contract incorporating these terms and conditions shall be governed by the laws of Hong Kong and the Buyer shall submit to the jurisdiction of the Courts of Hong Kong.
14.1. If any provision or paragraph of this document is determined to be illegal and unenforceable it shall not affect the enforceability of any other provision or paragraph of this document.
14.2. Headings are included for ease of reference and do not form part of or effect interpretation of these conditions.
15. SALES RESTRICTIONS
Braemac does not sell electronic components to countries, organizations and individuals that have been banned or embargoed by the governments of Australia and USA. This applies specifically to those known to be engaged in the manufacture of weapons of mass destruction and other warfare applications. Accordingly, Braemac sales force endeavour to establish the potential customers’ intended applications and take steps to decline sales and black list customers and/ or countries recognized engaging in such applications.