CSS Purchase Conditions
Article 1 : Applicability
1.1 The present general conditions, well known and accepted by all contracted parties, are applicable to all our offers, orders and contracts, unless parties have explicitly and in written agreed to differ from it.
1.2 In case of contradiction between our general conditions and those of the contracting party, the present general conditions shall be binding upon all aspects of the agreement.
Article 2 : Conclusion of the agreement
2.1 Our offers all valid for a period of three (3) days and are merely informative. The agreement will only exist and come into force after the order has been placed by the customer for approval and after our written sales confirmation.
2.2 A beginning of implementation is considered likewise as an confirmation, unless this has occurred under reservation. Orders taken by a representative of CHINA SPICE SERVICES (hereinafter called CSS) are only valid after a written confirmation by competent person, who is authorized to bind CSS.
2.3 Orders and confirmations are only valid for those goods, which are explicitly mentioned herein. All agreements come about at the seat of CHINA SPICE SERVICES located at Wanchai Hong Kong.
Article 3 : Delivery
3.1 The delivery is subject to the Incoterms and this in the version as applicable at the time the parties entered into the agreement.
3.2 Our delivery dates are merely informative and not binding, unless parties have explicitly and in written agreed to differ from it. Delay in the supply can therefore never give rise to whatever damages, nor to the dissolution of the contract.
3.3 CSS is entitled to make partial deliveries under all contracts. Invoices issued for such partial deliveries shall be payable immediately according to article 7 of the
present general conditions. Manner and means of transportation shall be at the discretion of CSS. Purchaser’s requests shall be taken into consideration as far as possible, any extra costs thus incurred shall be borne by the buyer.
3.4 The contract expiry date refers to the due date for shipments within this contract. Therefore CSS is entitled to refuse call off orders placed less than 2 months before the expiry date of a contract.
Article 4 : Quality Standards
4.1 All information and characteristics mentioned in the brochures, catalogue, internet…, and by our representatives is purely informative and by no means binding for CSS, who is only bound by the information and characteristics, as mentioned on the latest provided and confirmed Product Specification. Unless explicitly confirmed in writing, the provision of samples does not constitute a guarantee.
4.2 CSS only guarantees the goods being suitable for the processing and/or use by the purchaser, as explicitly mentioned on the confirmed orders, sale contracts or sale invoices.
4.3 CSS test reports and results from third party labs prevail over purchaser’s test results in case of a dispute.
Article 5 : Price
5.1 CSS withholds the right to adapt the agreed price in the case of variation, between the date of the contract and the delivery date, of the components of the agreed price that do not directly relate to the underlying market value of the goods, for example freight charges, custom duties, government imposed sampling, etc.
Article 6 : Force Majeure
6.1 Economic sanctions, strike, government order, epidemic, bankruptcy of the supplier, etc, CSS will inform the purchaser within 10 workings days of such ‘Force Majeure’, which shall release CSS of her obligations for the time of the disturbance. If the ‘Force Majeure’ lasts longer than 75 days, the purchaser shall have the right to withdraw from the contract without being entitled. CSS will not be liable if his failure to perform is due to ‘Force Majeure’, which is beyond his control and renders the performance impossible as for example: war, natural disaster, to other remedies or claims against CSS.
6.2 In case the market price of the goods rises with a minimum of 25% to the contracted price between the date of the contract and the delivery date, CSS will inform within 10 working days the purchaser about this price rise. Parties agree to then re-negotiate the contract and in case of no agreement within 30 days after being informed of the price rise, each party is entitled to withdraw from the contract without being entitled to any compensation.
Article 7 : Terms of payment
7.1 Unless otherwise agreed in written, all our invoices are payable immediately, without any discount on the basis of ‘cash against document’ at the registered seat of CSS established at Wanchai Hong Kong. Transfer costs and banking fees are at the expense of the purchaser. The Uniform Customs and Practice for Documentary Credits is applicable and this in the version as applicable at the date the contract was entered into by parties.
7.2 In case of non-payment on the due date, by right and without any citation a delay interest will be charged of 1% per month and a fixed compensation of 10% on the amount of the invoice with a minimum of USD125,-, also all invoices will by right and immediately become claimable. Advance payment can be demanded for outstanding deliveries. Payments are always charged firstly on interest-free debts, then on the interests and subsequently on the principal sum or capital.
7.3 Compensation is not permitted, unless written preceding authorisation from CSS, who is authorized at any time to transfer his claim to a third party. Drawing or accepting letter of credits implies no novation.
Article 8 : Liability
8.1 Non-conformity of the delivered goods and visible defects must explicitly, and even when the goods are received by a carrier, be mentioned on the supply order or the transport title at the time of delivery, by lack of which they are considered to be accepted. The visible defects and non-conformities in the delivery are covered by this acceptance.
8.2 CSS liability shall at all times, regardless of the cause of action (contract, tort, …), be limited, at the discretion of CSS, to the replacement of the sold goods or the repayment of the price paid by the purchaser, without the purchaser being entitled to other claims or remedies.
8.3 In case of a dispute, the technical assessments of the delivered goods will be established by a third independent professional expert and analysed by a independent expert laboratory, who are appointed by CSS. The samples shall only be taken from sealed packaging and the cost of the technical assessment will be incurred by the purchaser. The technical assessment is binding upon parties and disputes between parties concerning the technical assessment will be settled by laws and the jurisdiction of the courts of Hong Kong.
Article 9 : Retention of title.
9.1 The sold goods shall remain the property of CSS until the invoice is fully paid and applies when the goods are transferred to third parties. If according to the law, the retention of title disappears with the transfer of the goods, the purchaser shall at the request of CSS transfer his claims which he has upon the acquirer of the goods.
9.2 The retention of title also applies for goods which are transformed into other goods, in which case CSS acquires the co-ownership of the new goods in proportion of his share of goods with retention of title.
Article 10 : Sanctions
10.1 Notwithstanding the right of CSS to demand the execution of the agreement, in case the purchaser fails to fulfil one of his obligations under the agreement, as for example: non-payment of an invoice or in case of bankruptcy, reasonable doubt about the solvency/credit worthiness of the purchaser, …, CSS has the right to dissolute by right and without previous citation the contract and to demand the payment of a compensation amounting to 30% of the price or more in case of greater damage.
10.2 If the purchaser fails to fulfil one of his obligations under the agreement or under previous agreements or deliveries, CSS withholds the right to suspend without previous citation the execution of his obligations with the payment of a compensation amounting to 15% of the price.
Article 11 : Applicable law and jurisdiction
11.1 All contracts and claims arising from or related to the contract shall be subject to the exclusive jurisdiction of the courts of Hong Kong.
11.2 All contracts and claims arising out or related to a contract shall be subject to Hong Kong law. The provisions of the United Nations Conventions on Contracts for the International Sales of Goods (CISG) are excluded.
Article 12 : Severability
If any provisions of the General Conditions are of will become invalid, this shall not affect the validity of the other provisions.