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TERMS AND CONDITIONS OF PURCHASE ORDER

    1. "Buyer" means 3-D Intimate Apparel Ltd

        "Seller" means the person, firm or company to whom the order is addressed.

        "Goods" means the articles or things or any of them described in the order.

        "Specification" means the technical description (if any) of the goods contained or referred to in the order.

        "Order" means the order placed by the Buyer for the supply of the goods.

    "Conditions" means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between the Buyer and Seller.

    2.  The Buyer will issue electronic Purchase Order to Seller. It will be transmitted either through email and/or through the Fast LeadTime Delivery Confirmation System ("FLDC") at fldc.3dintimate.com, if applicable.

    3.  The Purchase Order transmission is subject to and incorporates herein all terms and conditions of the Purchase Order as set forth in the Buyer's website at www.3dintimate.com

    4.  The Purchase Order is subject to Seller's acceptance of the Terms, Conditions and Requirements of all Purchase Order specified above. In addition to other remedies, the Buyer shall have the right to cancel and reject any and all goods under the Purchase Order based on the Seller's failure to comply.

    5.  The Seller shall deem to accept/have accepted the Purchase Order and/or amendment of the order and/or Contract from the Buyer by either (a) indicating its acceptance through electronic means; (b) taking any action i.e. acceptance of payment including confirmation of delivery and/or commencement of performance.

    6.  Neither the Buyer nor the Seller shall be bound by any variation, waiver of, or addition to these conditions except as agreed by both parties in writing and signed on their behalf.

    7.  Subject to clauses 12 and 13 the goods shall:

    (1) conform as to quantity, quality and description with the particulars stated in the order;

    (2) be of sound materials and workmanship;

    (3) be equal in all respects to the samples, pattern or specification provided or given by either party.

    (4) be capable of any standard of performance specified in the order;

    (5) If the purpose for which they are required is indicated in the order either expressly or by implication be fit for that purpose.

    8.  (1) Before dispatching the goods the Seller shall carefully inspect and test them for compliance with the specification. The Seller shall, if requested by the Buyer, give the Buyer reasonable notice of such tests and the Buyer shall be entitled to be represented thereat. The Seller shall also at the request of the Buyer, supply to the Buyer a copy of the Seller's test sheet certified by the Seller to be a true copy.

    (2) If it is expressly agreed the Buyer will be entitled to inspect and test the goods during manufacture, processing or storage. If the Buyer exercises this right, the Seller shall provide or shall procure the provision of all such facilities as may reasonably be required by the Buyer thereof.

    (3) If as a result of any inspection or test under sub-clause (1) or (2) of this clause the Buyer's representative is of the reasonable opinion that the goods do not comply with the order, or are unlikely on completion of manufacture or processing so to comply he shall inform the Seller accordingly in writing and the Seller shall take such steps as may be necessary to ensure such compliance.

    9.  (1) The good(s), properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport, shall be delivered by the Seller at, or dispatched for delivery to, the place or places and in the manner specified in the order or as subsequently agreed.

    (2) Arrangements for payment and return of returnable wooden packing cases, skids, drums and other re-usable articles used for packing the goods will be as specified in the order.

    10. If for any reason the Buyer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the Seller shall store the goods, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery.

    11. (1) Subject to the provisions of paragraph (2) of this clause the property in the goods shall pass to the Buyer on delivery without prejudice to any right of rejection which may accrue to the Buyer under these conditions.

    (2) If the Seller postpones delivery at the request of Buyer pursuant to clause 9 the property in the goods shall pass to the Buyer seven days after the date of receipt of notification from the Seller that the goods are due and ready for delivery or on such other date as may be agreed but the goods shall nevertheless remain at the Seller's risk until delivery has been completed.

    12. (1) The Seller shall deliver the goods at the time specified in the order. Time shall run from the date of acceptance by the Seller of the order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the goods, whichever may be the later. If due to industrial disputes or any causes outside the Seller's control, the Seller is unable to deliver the goods within the specified time then provided that the Seller shall have given the Buyer notice in writing without delay of his intention to claim an extension of time the Buyer may grant the Seller such extension of time on such conditions as may be reasonable to the Buyer. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller's control:

    (a) act of God, explosion, flood, epidemic, fire or accident;

    (b) war or threat of war, terrorism, civil disturbance or requisition, or

    (c) strikes, lock-outs or other industrial actions or trade disputes

    (2) All shipment and delivery dates specified in the Purchase Order are not merely estimates but are of the essence and the Buyer shall be entitled to cancel the Purchase Order/Contract of the goods or any instalment of the Goods are or is not shipped or delivered within the time limit(s) or in accordance with others shipping requirements specified in the Purchase Order/Contract. If the goods or any portion thereof are not delivered within the time of times specified in the contract or any extension of such time or times, the Buyer shall be entitled to determine the contract in respect of the goods undelivered as aforesaid and of any other goods already delivered under the contract which cannot be effectively and commercially used by reason of the non-delivery of the goods undelivered as aforesaid on such determination the Buyer shall be entitled.

    (a) to return to the Seller at the Seller's risk and expense any of the goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the Seller any monies paid by the Buyer in respect of such goods.

    (b) to recover from the Seller any additional expenditure reasonably incurred by the Buyer in obtaining other goods in replacement of those in respect of which the contract has been determined or

    (c) Alternatively the Buyer may recover from the Seller as liquidated damages, and not by way of penalty, or that part of the contract price which is properly apportionable to the goods undelivered as aforesaid (hereinafter in this sub-clause referred to as "undelivered goods") and to any other goods already delivered under the contract which cannot be effectively and commercially used by reason of the non-delivery of the undelivered goods for each week during which such failure continues.

    (d) If the Seller is unable to provide timely shipment under whatever circumstances in accordance with clause 9(1) , the Buyer may elect either to ship the Goods by air-freight, subject to the Seller bearing the difference between sea and air freight or to cancel the contract without prejudice to any claim the Buyer has against the Seller for breach of contract and for damages, costs, claims and expenses which the Buyer may suffer or incur as a result. Acceptance of the Goods or any part thereof by the Buyer after the date or dates for shipment fixed by the Contract shall not be deemed to be a waiver by the Buyer of any rights arising from such late shipment or non-shipment. The Seller accepts full responsibility for any loss or damage suffered or incurred by the Buyer as a result of such late shipment or non-shipment. In the event of late delivery being accepted by the Buyer, whether in part or in whole, the Seller shall pay for all excess freight, if any, arising from freight surcharge and/or freight increase enforced after the expiry of the agreed delivery time.

    13. Quantity Variances - Seller agrees to ship/supply not exceeding 3% over the required order quantity of goods specified in the Purchase Order (Acceptable Quantity Variance ("AQV"). It is the Seller's responsibility to control the goods shipment not to exceed the AQV and Buyer will not be responsible for goods shipment exceeding the purchase order nor will they return the excess shipment to the Seller. This includes order by Color and Size Code. Seller must obtain Buyer's prior written authorization for any shipment of Goods not within the Acceptable Quantity Variance. Delivery of goods are deemed or construed to constitute acceptance of the aforesaid by Seller.

    14. Right to Off-Set. The Seller hereby irrevocably agrees that the Buyer may at any time and without notice, apply or set-off any amount, present or future, payable by the Buyer to the Seller, all indebtedness of Seller owing to the Buyer, including but not limited to damages and returns, arising from this or any other transaction or occurrence between the parties.

    15. Goods Affected by Mold. The presence of mold in any goods received by Buyer from Seller is a critical defect that permits the Buyer to reject goods as defective or have the goods remediated if possible at the sole expense of the Seller. The election of rejection or remediation is in the sole discretion of the Buyer. Seller is responsible for all costs associated with defective and remediated goods, including but not limited to shipping costs, duties, cleaning costs, repacking costs and restocking costs.

    16. (1) The Buyer may give notice in writing to the Seller to reject the goods if the Seller fails to comply with his obligations under clause 7 hereof and may also by notice in writing to the Seller given within twenty-eight days or such other period as may be agreed after delivery, reject any goods which are found not to be in accordance with the contract.

    (2) The Buyer shall when giving notice of rejection specify the reasons thereof and shall thereafter return the rejected goods to the Seller at the Seller's risk and expense. In such case, the Seller shall within a reasonable time replace such rejected goods with goods which are in all respect in accordance with the contract.

    (3) Any money paid by the Buyer to the Seller in respect of any rejected goods not replaced by the Seller within a reasonable time together with any additional expenditure over and above the contract price reasonably incurred by the Buyer in obtaining other goods in replacement shall be paid by the Seller to the Buyer.

    17. (1) If within the period after delivery named in the order (hereinafter called "the guarantee period"), the Buyer gives notice in writing to the Seller of any defect in the goods which shall arise under proper use from faulty design (other than a design made, furnished, or specified by the Buyer for which the Seller has in writing disclaimed responsibility), materials or workmanship then the Seller shall with all possible speed replace or repair the goods so as to remedy the defects without cost to the Buyer.

    (2) The Buyer shall, as soon as practicable after discovering any such defect or failure, return the defective goods or parts thereof to the Seller and at the Seller's risk and expense unless it has been agreed between the parties that the necessary replacement or repair shall be carried out by the Seller on the Buyer's promises.

    18. The Seller will repair or replace, free of charge, goods damaged or lost in transit provided the Buyer shall give the Seller written notification of such damage or loss within such time as will enable the Seller to comply with the carrier's conditions of carriage, as affecting loss or damage in transit, or where delivery is made by the Seller's own transport, within a reasonable time.

    19. Payment of the price shall be made within the period after delivery specified in the order, or if delivery is postponed at the request of the Buyer as provided in clause 9 within the same period after the date when the property in the goods passed to the Buyer under that clause.

    20. (1) All patterns, dies, moulds or other tooling supplied by the Buyer or prepared or obtained by the Seller for and at the sole cost of the Buyer, shall be and remains the property of the Buyer.

    (2) The Seller shall maintain all such items in good order and condition and insure them against all risks whilst in his custody and on completion of the contract or as otherwise directed by the Buyer shall return them to the Buyer in good order and condition. Should the Seller fail so to return them the Buyer may either withhold payment until they are so returned or withhold such part of the payment due as may be required to replace them or to restor them to good order and condition, which ever may be the less expensive.

    (3) The Seller shall not use such items, nor shall be authorize or knowingly permit them to be used by anyone else for, or in connection with, any purpose other than the supply of the goods to the Buyer unless such use is expressly authorized by the Buyer previously and in writing.

    21. The Seller shall insure in the joint names of the Buyer and Seller any material or property sent to the Seller by the Buyer for any purpose in connection with the contract against any damage which may occur to it whilst in his custody.

    22. The Seller warrants that the design, construction and quality of goods to be supplied under the contract comply in all respects with all relevant requirements of any statute, statutory rule or order, or other instrument having the force of law which may be in force at the time when the same are supplied.

    23. (1) The Seller shall fully indemnify the Buyer against any action, claim(s), demand(s), costs charges, and expenses arising from or incurred by reason of any infringement or alleged infringement of any copyright, patent, registered design, trade mark or trade name or other intellectual property rights which may be asserted by any third party by the use or sale of the goods and against all costs and damages which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action.

    (2)In the event of any claim being made or action brought against the Buyer arising out of the matters referred to in this clause, the Seller shall be promptly notified thereof and may at his own expense conduct all negotiations for the settlement of the same, and any litigation that may arise therefrom. The conduct by the Seller of such negotiations or litigations shall be conditional upon the Seller having first given to the Buyer such reasonable security as shall from time to time be required by the Buyer to cover the amount ascertained or agreed or estimated, as the case may be, of any compensation, damages, expenses, and costs for which the Buyer may become liable. The Buyer shall, at the request of the Seller, afford all available assistance for any such purpose, and shall be repaid any expenses incurred in so doing.

    24. The Seller shall fully indemnify the Buyer against any and all damages, losses, costs and expenses and all contingent or actual liabilities relating to any claim, lawsuit or proceeding between the Buyer and any third party whether actual or alleged arising out of or relating to the goods and services provided by the Seller under this Agreement and/or Purchase Order including without limitation (i) the breach of any warranty contained herein (ii) violation of any applicable and/or appropriate regulatory and mandatory safety standard (iii) all third party claims arising out of or relating to any defects or alleged defects in the products and services including and without limitation defects relating to manufacturing, improper testing, process, quality of goods, design, material component and use of hazardous and toxic chemicals in the production process.

    25. (1) The Seller shall not without the consent in writing of the Buyer assign or transfer the contract or any part of it to any other person except as part of a company amalgamation or reconstruction.

    (2)The Seller shall not without the consent in writing of the Buyer sub-let the contract or any part thereof other than for materials, minor details or for any part of the goods of which the makers are named in the order or the specification but this shall not prevent the Seller sub-letting part of the contract to any company which is a member of the group to which the Seller belongs or a company with whom the Seller is associated. Any such consent shall not prevent the Seller sub-letting part of the contract to any company which is a member of the group to which the Seller belongs or a company with whom the Seller is associated. Any such consent shall not relieve the Seller of any of his obligations under the contract.

    26. (1) If the Seller being an individual (or, when the Seller is a firm any partner in that firm shall at any time become bankrupt or shall having a receiving order or administration order made against him or shall make any composition or arrangement with, or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors or shall purpose to do so or any application shall be made under any Bankruptcy Ordinance for the time being in force for sequestration of his estate, or a trust deed shall be granted by him on behalf of his creditors, or if the Seller, being a company, shall pass a resolution, or the court shall make and order that company shall be wound up (not being a member's winding up for the purport of reconstruction or amalgamation) or if receiver, or manager on behalf of a creditor shall be appointed, or if circumstances shall arise which entitle the court or a creditor to appoint a receiver or manager, or which entitle the court to make a winding up order, then the Buyer shall be at liberty.

    (a) to cancel the order summarily by notice in writing without compensation to the Seller, or

    (b) to give any such receiver or liquidator or other person the option of carrying out the contract.

    (2) The exercise of any of the rights granted to the Buyer under sub-clause (1) hereof shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the Buyer

    27. The Seller shall indemnify the Buyer in respect of all damage or injury to any person or to any property demands, cost, loss, charges or expenses arising in connection therewith to the extent that the same shall have been occasioned.

    28. For as long as Seller's obligation to indemnify remains in effect, Seller will maintain comprehensive liability insurance including product liability insurance in minimum amounts of US$5,000,000.00 in the aggregate and comply with all rules and regulations as required by applicable law.

    29. The Buyer or its affiliates may from time to time disclose to the Seller certain confidential information, including but not limited to designs, samples, prototypes, business strategies, vendors and customers, business plans and opportunities, current and future projects, proposals, trade secrets, trademarks, patents, copyrighted materials and other confidential and proprietary information concerning its business or Goods ("Confidential Information"). The Seller undertakes to keep all Confidential Information and any arrangements between the Buyer and Seller strictly confidential and accepts full responsibility and shall indemnify the Buyer in respect of all loss, claims, damages and expenses arising out of or in connection with any breach or violation of this provision.

    30. Seller shall comply with all Buyer's Policies and all applicable Safety Standard and Industrial Requirements and all applicable Laws and Regulations relating to Anti-bribery, Anti-corruption, Data Privacy Ordinance, General Data Protection Regulation (GDPR), Conflict Minerals, Zero Discharge Hazardous Chemicals (ZDHC), Consumer Product Safety Improvement Act (CPSIA), California Proposition 65 (CA Prop65), Restricted Substance List and REACH, in effect now or in the future and as updated from time to time. The Seller accepts full responsibility and shall indemnify the Buyer for all loss, damages, claims and expenses arising out of or in connection with its failure to warrant and comply with all relevant laws, requirements and regulations and/or failures to perform test(s) as required under relevant laws, requirements and regulations. Should there be any queries regarding the requirements and regulations, please kindly contact our Quality Assurance Department on 27465793 for clarification.

    31. Each notice, demand or other communication given or made under these conditions shall be in writing and delivered or sent to the relevant party at its registered address. Any notice, demand or other communication so addressed to the relevant party shall be deemed to have been delivered if given or made by letter, when actually delivered to the relevant address.

    32. No waiver by the Buyer of any breach of these conditions by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.

    33. If any provision of these conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.

    34. Unless otherwise agreed these conditions shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (HKSAR) and the parties hereto irrevocably agree to submit to the non-exclusive jurisdiction of the Hong Kong Courts of the Hong Kong Special Administrative Region (HKSAR).

(LEG/T&C/003/11/2014)