Giantech Electronics (HK) Co., Limited. | Version: March 01, 2024
1.1 These GTC apply to all business transacƟ ons for the purchase of goods (“Goods") or services (“Services”) between Giantech Electronics (HK) Co., Limited. (the “Seller”) and the purchaser of such Goods or Services from the Seller (the “Purchaser”), and shall apply to the respecƟ ve contract between the Seller and the Purchaser for each purchase of such Goods or Services (each a “Contract”). These GTC apply to all Contracts irrespecƟ ve of whether the Contracts make express reference to these GTC.
1.2 In these GTC:
2.1 All quotations and tenders are made and all Orders are accepted subject to these GTC, which exclude any terms and/or conditions which the Purchaser purports to apply under any Order, confirmation of Order, specification or other document whatsoever and whenever. Except as otherwise provided in these GTC, all other terms and conditions are excluded from any Contract between the Seller and the Purchaser unless expressly accepted in writing by the Seller and is executed by a duly authorised representative of the Seller.
2.2 For the avoidance of doubt, any terms and conditions that the Purchaser purports to incorporate into a Contract shall not form a part of such Contract.
2.3 If there is a conflict between these GTC and any other terms of the Seller's quotation, tender or acknowledgement of Order, these GTC shall prevail.
2.4 Quotations made by the Seller shall be subject to change and non-binding, unless they are expressly designed as binding. They shall only represent an invitation to the Purchaser to make an offer by submitting an order.
2.5 Orders placed by the Purchaser contain binding offers. The Seller may accept orders within 30 days of their receipt. The Contract comes into effect when acceptance takes place either by the Seller sending an order confirmation, by Delivery of the Goods or performance of the Services, or by invoicing.
2.6 The Purchaser is only entitled to change or cancel orders or to postpone delivery dates with the consent of the Seller. In the case of accepted cancellations, a lump sum of 15% of the order value shall be due immediately. Cancellations are always excluded for orders of Goods designed by the Seller as "Non-Standard" or "NCNR". The Seller can mark the Goods as non-standard or NCNR in various ways, e.g. by making a corresponding reference in offers, product lists or order confirmations.
2.7 The Seller can stop the sale of individual Goods or the provision of individual Services via Giantech at any time for justified reasons and block the Purchaser's access to the Giantech without the Purchaser being able to derive any rights or claims against the Seller therefrom.
2.8 Should declarations or recommendations of a technical or other nature be made by the Seller to the Purchaser, these shall be deemed to be non-binding sales promotional concessions without any obligation to pay a form of remuneration and shall not become part of the contract. The Seller accepts no liability for the accuracy and/or completeness of such statements or recommendations.
3.1 The Purchaser acknowledges that the Seller is not the manufacturer of the Goods and from time to time the manufacturer of the Goods may make changes to the specification of the Goods ("Manufacturer Change") and that in some circumstances, a Manufacturer Change may be carried out by the manufacturer unilaterally and without notice to the Seller. If the Contract concerns Goods that are subject to a Manufacturer Change, the Seller reserves the right to deliver Goods and carry out the delivery in accordance with the Manufacturer Change or the manufacturer's most recent data sheet.
3.2 Information about the Goods distributed by the Seller – especially information contained in brochures, type lists, catalogues, data sheets, advertising material, specifications and descriptions, manufacturer's data, definitions of the requirements to be met by the Goods and other technical supply conditions, certificates (e.g., certificate of compliance) and other documents – constitutes no guarantee by the Seller as to the quality and state or durability of the Goods and the Purchaser shall not be entitled to rely on such information.
3.3 Samples of the Goods distributed by the Seller are deemed test samples and do not constitute a guarantee as to the quality and state of the Goods.
4.1 Framework orders, i.e. orders in which the Purchaser orders a certain quantity of Goods to be delivered in several partial deliveries over a certain period of time, shall only be possible with a separate agreement and a fixed schedule for the individual Deliveries. Unless otherwise agreed, the framework order shall have a maximum term of six months. Remaining stocks shall be due for delivery at the end of the term and shall be accepted by the Purchaser.
4.2 In the case of framework order, the call-off of the individual Deliveries must be made by the Purchaser at least 8 weeks before the desired delivery date. If a call-off is not made, the Seller shall be entitled to deliver the Goods to the Purchaser after the requested delivery date, but no later than the expiry of the framework order term, to invoice the Purchaser and to demand compensation for additional expenses. If the call-off dates are not met by the Purchaser, the Seller reserves the right to change the price to the date of the call-off.
5.1 The relevant prices are the prices stated in the Seller's order acknowledgement form. All prices are stipulated ex works Hong Kong and do not include the cost of packaging, freight, insurance, customs, duties or other similar taxes or levies, all of which shall be the responsibility of the Purchaser and which the Purchaser shall, where appropriate, pay for when it is due to pay for the Goods.
5.2 The Seller is entitled to charge the following charges where the Purchaser requests same day dispatch from the Seller's warehouse for a standard or express delivery: HK$ 50.
5.3 To the extent that between the placing of a quote by the Seller and the delivery of the Goods there is a decrease or increase in the costs relating to the Goods for which the Seller is not responsible and which was not reasonably foreseeable by the Seller (including, but not limited to, a decrease or increase that is based on changes in the prices of materials in the Goods and/or fluctuations in the currency exchange rate which could not reasonably be foreseen by the Seller), the Seller has the right to adjust the prices to reflect the change in costs.
5.4 If, between the placing of a quote by the Seller and the delivery of any Goods, the Goods cease to be available to the Seller from the manufacturer of such Goods for any reason whatsoever, the Contract may be terminated (either in whole or in part) by the Seller in writing with immediate effect; the Seller shall not bear any liability towards the Purchaser for the termination of the Contract, except that the Seller shall repay to the Purchaser any sums paid to the Seller by the Purchaser in respect of any Goods or Services that have not been supplied.
6.1 Unless otherwise agreed in writing, all invoices of the Seller received by the Purchaser must be paid without delay, without any deduction whatsoever.
6.2 Time of payment shall be of the essence of the Contract.
6.3 Bills of exchange and cheques shall only be accepted by the Seller if expressly agreed by an authorised representative of the Seller in writing. Any discount charges and other costs in respect of a bill of exchange or a cheque shall be borne by the Purchaser. The Seller's rights under Clause 10 below remain unaffected until all claims under bills of exchange have been settled in full.
6.4 The Seller is entitled to count payments from the Purchaser towards the Purchaser's oldest debt first regardless of which debt the payment is stated by the Purchaser to relate to. If costs and interest have already accrued, the Seller is entitled to count the payment towards the costs first, then towards interest, and finally towards the principal claim.
6.5 Where Goods are delivered by installments the Seller may invoice each installment separately and the Purchaser shall pay such invoices in accordance with these GTC.
6.6 Notwithstanding Clause 6.4, if payments received from the Purchaser are not stated to refer to a particular invoice, the Seller may appropriate such payment to any outstanding invoice addressed to the Purchaser from the Seller.
6.7 If the Purchaser defaults in payment in a Contract between the Seller and the Purchaser, then all sums then owing to the Seller by the Purchaser shall become due and payable immediately and the Seller shall be entitled, without prejudice to any other right or remedy, to do all or any of the following:
7.1 Payment shall be made without any set-off, withholding, counterclaim, abatement, deduction or otherwise whatsoever unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Purchaser.
8.1 Any agreements between the parties in relation to delivery periods and delivery dates must be made in writing. The Seller shall use its reasonable endeavors to supply the Goods or Services in accordance with the delivery periods or times agreed.
8.2 Time of delivery shall not be of the essence of the Contract.
8.3 All deliveries are made ex works (EXW Incoterms 2020) Seller warehouse Hong Kong. The Purchaser shall have no right to damages or to cancel the Contract for failure by the Seller to meet any delivery time stated. If no date or time for delivery is stated, delivery will be in a reasonable time. The date for delivery of the Goods shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Purchaser and in the event of the Purchaser delaying in providing such information, final instructions and approvals the time of delivery shall be extended accordingly.
8.4 The Purchaser shall be in default of acceptance if he does not accept the Delivery or Service offered to him by the Seller. From the time of the default in acceptance, the Seller may demand a lump sum for storage costs. This shall amount to 0.5% of the purchase price sum per week or part thereof and shall be limited to 5% of the purchase price sum. The Purchaser shall be at liberty to prove that no (or lower or higher) storage costs were incurred in connection with the Purchaser's default in acceptance. Any further claim shall remain unaffected.
8.5 The Seller reserves the right to deliver the Goods in instalments where, in its complete discretion, it deems that such delivery by instalments is appropriate. Failure by the Purchaser to take delivery of any one or more instalments of Goods delivered in accordance with the Contract shall entitle the Seller to either:
8.6 The Seller shall not be liable for the costs of unloading the Goods at the place of delivery or for placing them in position on site except by prior agreement in writing, and if the Seller does participate in the unloading (whether with or without such prior agreement) the Purchaser will indemnify the Seller in respect of claims brought against the Seller relating to its participation in such unloading.
8.7 The Seller reserves the right to make deliveries either above or below the specified amount up to a threshold of 5% of the quantity of Goods ordered, for production of shipping reasons. There will be no refund for any shortage between the Goods ordered and the Goods delivered up to this 5% threshold. The Seller shall be entitled to invoice the Purchaser for the price of any Goods delivered in excess of the ordered quantity up to the 5% allowance.
8.8 The quantity of any consignment of Goods as recorded by the Seller upon dispatch from the Seller's premises shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
9.1 Risk in the Goods shall pass to the Purchaser (so that the Purchaser is then responsible for all loss or deterioration of the Goods or for any damage occurring) with the delivery of the Goods or, if the Goods are shipped, with their delivery to the carrier or to any other person commissioned with carrying out the shipment. This rule also applies when part deliveries are made or when shipment "freight paid" or at no cost to the Purchaser has been agreed upon. In the absence of written instructions from the Purchaser, the Seller will choose the carrier and the itinerary. At the request and expense of the Purchaser, the Seller will take out a transport insurance policy to insure the goods against the risks specified by the Purchaser.
9.2 If there is a delay in delivery for reasons for which the Purchaser is responsible, the risk passes to the Purchaser from the day the Goods were due to be delivered but for the Purchaser's failure to fulfil its responsibilities.
9.3 If the Seller chooses the manner of delivery (where delivery is not ex-works), the itinerary, or the person to carry out the shipment, the Seller is liable solely for willful misconduct and gross negligence in this choice.
9.4 The Purchaser may not refuse to accept deliveries due to insignificant defects.
10.1 Until title in the Goods has passed to the Purchaser under these GTC, the Purchaser shall possess the Goods as fiduciary agent and bailee of the Seller. The Purchaser shall store the Goods separately at its premises in a proper manner in conditions which adequately protect and preserve the Goods and shall insure them, without any charge to the Seller and not tamper with any identification upon the Goods or their packaging and shall ensure that they are stored separately from other goods that they are clearly identifiable as belonging to the Seller.
10.2 Title to the Goods shall only pass to the Purchaser if the Purchaser has paid to the Seller all sums (including any default interest) due from it to the Seller (a) under the respective Contract and under all other Contracts between the Seller and the Purchaser (including any sums due under Contracts made after the respective Contract) whether or not the same are immediately due and payable and (b) under all contracts between the Seller and any company under the ultimate control of the same parent company as has ultimate control of the Purchaser. Sums due shall include those under any bills of exchange.
10.3 The Seller may recover Goods in respect of which title has not passed to the Purchaser at any time and the Purchaser irrevocably licences the Seller, its officers, employees, sub-contractors and agents to freely enter upon any premises of the Purchaser, with or without vehicles, for the purpose either of satisfying itself that Clause 10.1 above is being complied with by the Purchaser or of recovering any Goods in respect of which title has not passed to the Purchaser.
10.4 The Seller may at any time, on demand and without prior notice, require the Purchaser to deliver the Goods up to the Seller and the Seller may repossess and resell the Goods if any of the events specified in Clause 13.1 occurs or if any sum due to the Seller from the Purchaser under the Contract or on any other account or under any other contract is not paid when due.
10.5 The Seller shall be entitled to maintain an action against the Purchaser for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Purchaser.
10.6 The Seller hereby authorises the Purchaser to use and/or sell the Goods in the normal course of the Purchaser's business and to pass good title in the Goods to its customers, if they are purchasers in good faith without notice of the Seller's rights. This right shall automatically cease on the occurrence of any event set out in Clause 13.1 and/or if any sum owed to the Seller by the Purchaser is not paid when due. If the Purchaser sells the Goods prior to paying the full price thereof the Purchaser shall hold the proceeds of sale on trust for the Seller and shall immediately pay the proceeds of the sale into a separate bank account. At the Seller's request, the Purchaser shall assign to the Seller all claims that the Purchaser may have against purchasers of the Goods from the Purchaser.
10.7 The Seller's rights and remedies set out in this Clause 10 are in addition to and shall not in any way prejudice, limit or restrict any of the Seller's other rights or remedies under the Contract or in law or equity.
10.8 At the request of the Purchaser, the Seller shall release the security interests to which the Seller is entitled to the extent that the realizable value of such security exceeds the Seller's claims arising from the business relationship with the Purchaser by more than 20%, also taking into account the valuation discounts customary in banking. For valuation purposes, goods that are subject to this retention-of-title clause are to be assessed on the basis of their invoice value, and claims are to be assessed on the basis of their nominal value.
10.9 If goods are delivered to destinations with other legal systems in which the retention-of-title rules set forth under Clause 10.1 to 10.6 above provide less security than in Hong Kong, the Purchaser hereby grants the Seller a corresponding security interest. If further declarations or acts are necessary for this purpose, the Purchaser will make these declarations and perform these acts. The Purchaser will assist in all measures that are necessary for and conducive to the validity and enforceability of such security interests.
11.1 The Seller warrants that the Goods will be free from defects in material and workmanship under normal use and service for a period of twelve (12) months from the date of delivery ("Warranty Period").
11.2 The Seller's liability under this warranty is limited to, at the Seller's option, repairing or replacing the defective Goods or refunding the purchase price paid by the Purchaser for such defective Goods.
11.3 The warranty does not cover defects caused by: (a) normal wear and tear; (b) misuse, abuse, negligence or accident; (c) unauthorized modification or repair; (d) failure to follow the Seller's or manufacturer's instructions; or (e) any other cause not due to defects in material or workmanship.
11.4 The Purchaser must notify the Seller in writing of any defect within fourteen (14) days of discovery and in any event within the Warranty Period.
11.5 Any claims for defects must be made in writing to the Seller within seven (7) days after delivery of the Goods. Hidden defects must be reported within seven (7) days of discovery, but no later than six (6) months after delivery.
12.1 The Seller's total liability under or in connection with the Contract shall not exceed the total price of the Goods or Services in respect of which liability arises.
12.2 The Seller shall not be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, loss of business, loss of use, loss of data or any other economic loss, whether based on contract, tort (including negligence) or any other legal theory.
12.3 Nothing in these GTC shall limit or exclude the Seller's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
13.1 The Seller may terminate the Contract immediately by written notice to the Purchaser if:
13.2 Upon termination, the Purchaser shall immediately pay all outstanding amounts due to the Seller and return any Goods in respect of which title has not passed.
14.1 Neither party shall be liable for any delay or failure to perform its obligations under the Contract if such delay or failure results from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor or materials.
14.2 If such circumstances continue for more than ninety (90) days, either party may terminate the Contract by written notice to the other party.
15.1 Each party shall keep confidential all confidential information obtained from the other party in connection with the Contract and shall not disclose such information to any third party without the prior written consent of the other party, except as required by law.
15.2 This obligation shall survive termination of the Contract for a period of three (3) years.
16.1 All intellectual property rights in the Goods, including patents, trademarks, copyrights and trade secrets, shall remain the property of the Seller or its licensors.
16.2 The Purchaser shall not use any intellectual property of the Seller except as necessary to use the Goods in accordance with the Contract.
17.1 The Purchaser shall comply with all applicable export control laws and regulations and shall obtain all necessary licenses and permits for the export or re-export of the Goods.
17.2 The Purchaser shall not use the Goods for any purpose prohibited by applicable export control laws.
18.1 The Purchaser may not assign or transfer the Contract or any rights or obligations under it without the prior written consent of the Seller.
18.2 The Seller may assign or transfer the Contract to any affiliate or successor without the Purchaser's consent.
19.1 These GTC and any Contract shall be governed by and construed in accordance with the laws of Hong Kong.
19.2 Any dispute arising out of or in connection with these GTC or any Contract shall be subject to the exclusive jurisdiction of the Hong Kong courts.
20.1 If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
20.2 No waiver of any provision of these GTC shall be effective unless in writing and signed by the waiving party.
20.3 These GTC constitute the entire agreement between the parties and supersede all prior negotiations, representations and agreements relating to the subject matter.
For any questions regarding these General Terms and Conditions, please contact:
Giantech Electronics (HK) Co., Limited.
Room 15, 11/F China United Plaza,
1008 Tai Nan West Street, Lai Chi Kok,
Kowloon, Hong Kong
Email: postmaster@giantechhk.com