Terms and Conditions of Sale
“Infocan” means Infocan Systems Limited, issuer of this Quotation.
“Customer” means the person or legal entity identified in this Quotation who orders products from Infocan.
“Products” means products sold and purchased under this contract.
“Delivery Date” means the date as specified in this Quotation on or before which the Products are to be delivered to the Customer.
2. Formation of Contract
2.1 A binding Contract is formed between the Customer and Infocan when this Quotation is signed by the Customer and is returned to and received by Infocan.
2.2 Alternatively, a binding Contract is formed between the Customer and Infocan, if, instead of signing and returning this Quotation, the Customer sends to Infocan a Purchase Order that makes reference to an earlier Infocan Quotation and the same is received and accepted by Infocan. In such a case, terms of the earlier Quotation are deemed to have been incorporated into the Contract between the Customer and Infocan.
2.3 Once the contract is formed, in no event may the Customer cancel or amend this Quotation without the written consent of Infocan.
3. Price and Payment
3.1 Price quoted by Infocan in this Quotation is valid only within the period as provided in the Quotation, subject always to Infocan’s right to revise the quoted price or to withdraw this Quotation altogether before acceptance by the Customer.
3.2 Unless credit terms are expressly offered in writing by Infocan, payment shall be made in full before the Delivery Date and Infocan shall not be bound to deliver the Products to the Customer until the Customer has paid for them in full.
3.3 Time for payment shall be of the essence. Infocan reserves the right to charge interest at a monthly rate of 2% on any unpaid purchase price as well as any legal expenses and charges that it will incur in collecting any unpaid sum.
3.4 Customer shall pay for all shipping, handling and administrative charges and any relevant taxes.
3.5 If the Customer fails to make the whole of or any payment on the due date then without prejudice to any of Infocan’s other rights Infocan may:
– without notice suspend or cancel deliveries of any Products due to the Customer; and/or
– appropriate any payment made by the Customer for such of the Products (or products supplied under any other contract with the Customer) as Infocan may in its sole discretion think fit.
4. Title and Risk
4.1 Ownership of the Products which are the subject of this Quotation shall not pass to the Customer until they are fully paid for, but the risk in the Products shall be borne by the Customer from the date of the delivery by Infocan or its agents to the Customer.
4.2 Infocan shall be entitled to a general lien on all of the Products of the Customer in Infocan’s possession (including products of the Customer which have been paid for) for the unpaid price of any products sold to the Customer by Infocan under this or any other contract.
5.1 Infocan shall deliver the Products to the place(s) designated by the Customer and agreed by Infocan.
5.2 Infocan may deliver the Products by separate instalments.
5.3 The failure or refusal of the Customer to take delivery or to pay for any one or more of the said instalments of the Products on the due dates shall entitle Infocan:
a) without notice to suspend further deliveries of the Products pending payment by the Customer; and/or
b) to treat this contract as repudiated by the Customer.
5.4 Any dates quoted by Infocan for the delivery of the Products are approximate only and shall not be of the essence of this Contract. Notwithstanding that Infocan may have delayed or failed to deliver promptly part or all of the Products, the Customer shall be bound to accept delivery and pay for the Products.
6. Acceptance of Products
6.1 The Customer shall inspect the Products on the delivery day and shall notify Infocan on the same day of any alleged defect, shortage in quantity, damage or failure to comply with descriptions or samples. If the Customer shall fail to comply with this clause the Products shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Products and the Customer shall be deemed to have accepted the Products.
6.2 If Infocan agrees to accept the return of any of the Products the Customer shall be liable to pay a handling charge to be determined by Infocan of up to 100% of the invoice price. The same must be returned by the Customer carriage-paid to Infocan in their original shipping carton.
6.3 Products returned without the prior written approval of Infocan may at Infocan’s absolute discretion be returned to the Customer or stored by Infocan at places designated at Infocan’s discretion and at the Customer’s sole cost without prejudice to any other rights or remedies Infocan may have.
6.4 In the event that the Customer declines to accept the Products in breach of this contract the Customer shall pay to Infocan as and by way of agreed damages an amount equal to the price of the Products less the net proceeds received by Infocan on reselling the Products after deducting the costs and expenses of resale.
In relation to the products purchased from third party through Infocan, where such products are covered by warranty provided by such third party, then that warranty shall be the sole warranty in respect of those products.
8. Product Return
Products sold are not refundable, returnable or exchangeable without Infocan’s written consent.
9. Service and Technical Support
Infocan will provide general service and technical support to Customer in accordance with the then-current service and technical support policies in effect. Service and support offerings may vary from product to product. If Customer purchases optional services and support as listed on Customer’s invoice, Infocan will provide the optional service and support to Customer in accordance with the then-current terms and conditions in the optional service contract between Infocan and Customer (available via the Internet on Infocan’s Web site at http://www.infocan.net or upon request) in addition to the Standard Warranty. Infocan may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. Infocan has no obligation to provide service or support until Infocan has received full payment for the product or service/support contract for which service or support is requested.
10.1 Infocan shall not be liable to the Customer for any indirect or consequential loss and/or expenses suffered by the Customer arising out of a breach of this Contract by Infocan.
10.2 In the event of any breach of this Contract by Infocan, under no circumstances shall the liability of Infocan exceed the Price of the Products.
11. Set-off and Counterclaim
The Customer may not withhold payment of any invoice or other amount due to Infocan by reason of any right of set-off or counterclaim which the Customer may have or allege to have or for any reason whatsoever.
Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.
13. Force Majeure Clause
Neither party shall be liable for any default due to any act of God, war, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party.
14. Governing Law
The Law of Hong Kong shall govern the validity, construction and performance of any order to which these terms and conditions apply.