The following key points summarise your obligations and ours. Full terms follow below.
Acceptance of a Proforma Invoice, Order Confirmation, and/or payment of a deposit constitutes acceptance of these Terms and Conditions of Sale.
Town Hill Limited sets the Acceptable Quality Level (AQL) at 2.5%. Quantity tolerance is +/– 10%.
The Purchase Order shipment date is an approximate date. The final ship date will be confirmed once the Pre-Production Sample (PPS) has been approved by the client.
All quality and design features shall conform to the final approved design files and pre-production samples.
Town Hill Limited is not responsible for delays caused by third-party logistics providers.
The client is responsible for ensuring that all designated third-party vendors deliver required materials no later than 75 days prior to the Latest Date of Shipment. Any delay in delivery of required materials will delay production and void the confirmed Latest Date of Shipment.
The Buyer has 15 days after receipt of goods to raise any claims relating to quality defects, count discrepancies, or other issues.
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by Town Hill Limited, notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from the Buyer. No such conflicting, contrary, or additional terms and conditions shall be deemed accepted by Town Hill Limited unless expressly confirmed in writing.
1.2 Town Hill Limited reserves the right to amend these GTCS at any time. Notice of any changes will be given by posting an update on our website (thcol.com) at least thirty (30) calendar days in advance.
2.1 All offers made by Town Hill Limited are open for acceptance within fifteen (15) calendar days from the date of issue, unless otherwise stated, and are subject to availability of the goods offered.
2.2 All purchase orders issued by the Buyer shall specify, at minimum, the type and quantity of goods requested, applicable unit prices, delivery location, and requested delivery dates. No purchase order shall be binding on Town Hill Limited unless and until confirmed by an Order Confirmation and/or Proforma Invoice issued by Town Hill Limited.
3.1 Prices for goods shall be as set forth in the Order Confirmation. All prices are exclusive of taxes, duties, and government-imposed charges, including but not limited to sales tax, excise duty, and value-added tax.
3.2 Unless otherwise stated in the Order Confirmation or Proforma Invoice, payment for goods shall be made without offset or deduction, as per the Final Commercial Invoice.
3.3 The Buyer must provide such financial information as may be reasonably requested by Town Hill Limited for the establishment or continuation of payment terms. Town Hill Limited may, at its sole discretion, change agreed payment terms at any time, including by requiring advance payment, cash on delivery, bank guarantee, or letter of credit.
3.4 If the Buyer fails to pay any invoice within seven (7) calendar days of the due date, Town Hill Limited may suspend delivery of any outstanding order until payment is received, or terminate delivery by providing written notice of termination within seven (7) calendar days of the expiration of the grace period. Town Hill Limited may further charge interest from the due date to the date of payment at the rate of 1.5% per month, in addition to any other rights or remedies available at law or in equity.
3.5 Title to delivered goods shall remain vested in Town Hill Limited until goods have been paid for in full. If the Buyer fails to pay any invoice within seven (7) calendar days of the due date, Town Hill Limited may reclaim the goods covered by that invoice. The Buyer must insure all delivered goods to their full replacement value until title has passed.
3.6 “Net 45 Days” means payment is due forty-five (45) days from the date of the invoice.
4.1 Unless otherwise stated in the Order Confirmation, all deliveries shall be in accordance with Incoterms 2020. Risk of loss or damage to goods shall pass to the Buyer in accordance with the agreed delivery term.
4.2 Delivery dates shall be as set forth in the Order Confirmation.
4.3 Town Hill Limited reserves the right to make delivery in instalments.
5.1 The Buyer must inspect all goods upon receipt. Goods shall be deemed accepted unless written notice of rejection, specifying the reasons for rejection, is received by Town Hill Limited within five (5) calendar days of delivery.
6.1 Town Hill Limited warrants that, upon delivery, goods will conform in all material respects to the final approved specifications and will be free from material defects in workmanship, materials, and design under normal use. This warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance, accident, or abuse by any party other than Town Hill Limited.
7.1 Neither party shall be entitled to, nor liable for, indirect, special, incidental, consequential, or punitive damages of any nature, including but not limited to business interruption costs, loss of profit, removal or reinstallation costs, re-procurement costs, reworking costs, loss of data, reputational damage, or loss of customers. The Buyer’s total recovery from Town Hill Limited for any claim shall not exceed the purchase price of the goods giving rise to such claim, irrespective of the nature of the claim.
7.2 Town Hill Limited shall not be liable for any claims arising from compliance with the Buyer’s designs, specifications, or instructions, or from any repair, modification, or alteration of goods by the Buyer.
8.1 Either party shall be excused from any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, acts of war, fire, insurrection, strikes, lockouts, lockdowns, serious labour disputes, riots, earthquakes, floods, explosions, or other acts of nature. The affected party’s obligations shall be extended on a day-to-day basis for the duration of the excusable interruption. Upon cessation of such events, obligations shall resume.
9.1 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these GTCS or to any contracts entered into between the parties.
9.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision, or of the same provision on another occasion. Failure by either party to enforce any provision shall not constitute a waiver of that or any other provision.
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 the court in compliance with applicable law so as to give effect to the intent of the parties, and enforced as modified. All remaining provisions shall remain in full force and effect.
9.4 These GTCS and all contracts of sale between the parties shall be governed by and construed in accordance with the laws of Hong Kong SAR, without regard to conflict of law provisions. Any legal proceedings shall be instituted exclusively before the competent courts of Hong Kong SAR, without prejudice to Town Hill Limited’s right to bring proceedings in any other court of competent jurisdiction.
For queries regarding these terms, contact [email protected]. This document is subject to final legal review by the business owner prior to client distribution.
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