Acceptance of Proforma Invoice/ Order confirmation and or payment of deposit means that you have accepted our terms and condition of sale.
Town Hill Limited, sets the acceptable Quality Level (AQL)@ 2.5%.
Quantity tolerance level is +/- 10%.
PO shipment date is an approximate date, final Ship date will be notified after PPS has been approved by the customer.
All quality and design features shall be according to the final approved design files and pre-production samples.
We are not responsible for any delays due to third party logistics providers.
Client is responsible for ensuring that all their designated third-party vendors deliver all necessary materials no later than 75 days prior to the “Latest date of shipment”.
Any delay in delivery of needed materials will delay the production and void the “Latest Date of Shipment “.
Buyer has 15 days after receiving goods to claim any quality defects, count, or other issues.
1. SCOPE OF APPLICABILITY
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.
2. OFFERS, PURCHASE ORDERS AND ORDER CONFIRMATIONS
2.1 All offers made by us are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us and supported with our “Order confirmation” and/or Proforma invoice.
3. PRICES AND TERMS OF PAYMENT
3.1 The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
3.2 Unless expressly stated otherwise in our order confirmation or proforma Invoice, payment for goods shall be made without offset or deduction and as per our Final Commercial Invoice.
3.3 You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
3.4 If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is received or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1.5% per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
3.5 Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within Seven calendar days of the due date of payment, we may retake the goods covered by the invoice.
You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
3.6 The Term Net 45 days means payment is due 45 days from the date of the Invoice.
4. TERMS OF DELIVERY AND LATE DELIVERY
4.1 Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be in accordance with Incoterms 2020. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term.
4.2 The delivery dates of goods shall be those set forth in our order confirmation.
4.3 We reserve the right to make delivery in instalments.
5. ACCEPTANCE OF GOODS
5.1 You must inspect goods delivered upon receipt.
You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the goods.
6. WARRANTY
6.1 We warrant that upon delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.
7. LIMITATION OF LIABILITY
7.1 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, reworking cost, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
7.2 We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods.
8. FORCE MAJEURE
8.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs, Lockdowns, or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume.
9. MISCELLANEOUS
9.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between us.
9.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
9.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
9.4 These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Hong Kong SAR., without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Hong Kong SAR, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.