In these conditions, the following terms have the following meanings:-
"Company" A&S Broadcast limited or any subsidiary or associated company.
"Conditions" the undertakings, terms, conditions, and clauses in this document.
"Customer"any person or corporate or other body at whose request or on whose behalf the Company undertakes any business or provides advice, information or services.
Headings of clauses or groups of clauses are for indicative purposes only and shall not in any way affect the interpretation of such clauses.
- These Conditions shall apply to all contracts for the sale of goods by the Company to the Customer to the exclusion of all other terms and conditions to the extent permitted by law, including any terms and conditions which the Customer may purport to apply under any purchase order confirmation of order or similar document.
- All orders for goods shall be deemed to be an offer by the Customer to purchase goods pursuant to these Conditions.
- Acceptance of delivery of the goods shall be deemed conclusive evidence of the Customer's acceptance of these conditions.
- Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be ineffective unless agreed in writing by the Company.
Price and Payment
- The Price shall be the price set out overleaf.
- The Price is exclusive of customs or import duties and all other taxes unless otherwise stated on the Company's invoice and any such duties, taxes or fees shall be paid by the Customer to the Company in addition to the Price.
- Payment of the Price and any other taxes or fees shall be due on the date of the invoice. Time for payment shall be of the essence and the Company's obligation to deliver shall be subject to such terms.
- Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the prime lending rate charged by The Hongkong and Shanghai Banking Corporation Limited from time to time in force, such interest to be charged monthly and compounded and shall accrue at such rate after as well as before judgment.
- The Company may, by giving notice to the Customer at any time up to seven (7) days before delivery increase the Price of the Goods to reflect any increase in the cost to the Company which is due to factors occurring after the making of the contract of sale which are beyond the reasonable control of the Company (including, without limitation, foreign exchange fluctuations, taxes and duties and the cost of labour, materials and other manufacturing costs), provided that the Customer may cancel this contract within three (3) days of any such notice from the Company.
Warranties and Exclusions
- All terms, conditions and warranties (whether implied or made expressly) whether by the Company, or its servants or agents or otherwise (other than those express warranties set out in the current edition of the Company's specification) relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
- The Customer shall inspect the Goods on delivery and shall within three (3) days of delivery notify the Company of any alleged defect, shortage, in quantity, damage or failure to comply with description or sample. The Customer shall afford the Company a reasonable opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Customer shall fail to comply with these provisions, the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Customer shall be deemed to have accepted the Goods.
- The Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of this contract.
- In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods.
- All warranties and conditions whether implied by statute or otherwise are, to the extent permitted by law, excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of a customer dealing as consumer.
- The Company excludes all liability for loss of any kind arising out of damage to recorded video tape, other magnetic media exposed film and soundtracks which is caused by defects in Goods supplied by the Company and the customer must obtain suitable insurance for these excluded risks.
Title and Risk
- In spite of delivery having been made, property in the Goods shall not pass from the Company until:
- the Customer shall have paid the Price in full; and
- no other sums whatever shall be due from the Customer to the Company.
- Until the property in the Goods passes to the Customer in accordance with clause 6(i) the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for the Company. The Customer shall store the Goods at no cost to the Company separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company's property.
- Notwithstanding that the Goods (or any of them) remain the property of the Company, the Customer may sell or use the Goods in the ordinary course of the Customer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Customer on the Customer's own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company, the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.
- The Company shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Company.
- Until such time as property in the Goods passes from the Company, the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Customer fails to do so the Company may enter upon any premises owned occupied or controlled by the Company where the Goods are situated and repossess the Goods. On the making of such request the rights of the buyer under clause 6(iii) shall cease.
- The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so, all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
- The Customer shall insure and keep insured the Goods to the full Price against all risks to the reasonable satisfaction of the Company until the date that property in the Goods passes from the Company and shall whenever requested by the Company produce a copy of the policy of insurance. Without prejudice to the other rights of the Company, if the Customer fails to do so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
Delivery of Goods
- The Goods shall be delivered to the Customer at the Company's address and the Company shall notify the Customer within three (3) working days of such delivery. The risk in the Goods shall pass to the Customer on such delivery taking place.
- The Company shall arrange for carriage of the Goods to the Customer's address. The costs of carriage and any insurance which the Customer reasonably directs the Company to incur shall be reimbursed by the Customer and shall be invoiced by the Company and payable within 14 days of date of invoice. Any late payments shall attract interest pursuant to clause 4(v) above. The carrier shall be deemed to be the Customer's agent.
- The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract of sale.
- The failure of the Company to deliver or the failure of the Customer to pay for any one or more of the said instalments of the Goods on the due dates shall not entitle either party to treat this contract as repudiated.
- The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly or at all.
- Notwithstanding that the Company may have delayed or failed to deliver the Goods (or any of them) promptly, the Customer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within three (3) months of the delivery date.
- In the event that the Goods remain at the Company's address for a period in excess of 14 days from notification to the Customer the Customer shall pay to the Company the daily rate of HK$300.00 in respect of storage of the Goods, such amount to be invoiced by the Company to the Customer and payable within 14 days of date of invoice, any late payments attracting interest pursuant to clause 4(v) above.
- Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
This contract is subject to the law of Hong Kong . The parties submit to the exclusive jurisdiction of the courts of Hong Kong and irrevocably agree that proceedings issued out of the said courts may, without prejudice to the rules of service of such courts be served on them by delivering such proceedings in an envelope addressed to the party to be served at the address for such party set out in this contract.
If the Customer fails to make payment for the Goods in accordance with this contract of sale or commits any other breach of this contract of sale or if any distress or execution shall be levied upon any of the Customer's goods, or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or, if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrative receiver or manager shall be appointed over the whole or any part of Customer's business or assets or if the Customer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights which it may have:
- suspend all future deliveries of Goods to the Customer and/or terminate the contract without liability on its part; and/or
- exercise any of its rights pursuant to clause 6.
The Company may cancel this contract at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Company shall promptly repay to the Customer any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
We accept payment by:
US$ Cash (rate @ HK$7.80 to US$1.00)
|Telegraphic Bank Transfer (all bank charges to be borne by remitter)