1. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between AUB Limited (“AUB”) and the Customer, and contains all of the terms and conditions relating to the sale of the product. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such Purchase order will be null and void. This Agreement supersedes all prior agreements and documents unless expressly incorporated herein.
2. PAYMENT TERMS: Orders are not binding upon AUB until accepted by AUB. Customer agrees to pay the total purchase price for the Products as quoted by AUB under the terms of payment stipulated by AUB. In connection with Services being performed Customer will pay for the Services in the amounts and in accordance with any payment schedule set forth in the quotation. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by AUB. AUB, or any of its Affiliates on behalf of AUB may issue an invoice to Customer. AUB may invoice Customer separately for partial shipments, and AUB may invoice Customer for all of the Services or any portion thereof. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. In event of a payment default, AUB cannot be held liable for any damages of any nature whatsoever for its refusal to deliver the goods in whole or in part, should any agreed term of payment is not obliged. Customer will be responsible for all of AUB’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees.
3. PRICES: The product price shall be according to AUB’s listed price less agreed discount(s) in effect at the time of acceptance of the purchase order or according to our authorized quotation in force at the time of acceptance of the applicable purchase order.
4. TAXES: The price does not include any amounts for International Federal Custom Duties, Local Excise, Goods and Services, Sales or Use, or Value added taxes. However, should AUB be obligated to pay any of the foregoing taxes, the Customer, upon demand, shall, within fifteen (15) days, reimburse AUB the total amount disbursed in respect thereof.
5. MINIMUM ORDER REQUIREMENTS: There is no minimum order requirement but AUB reserves the right to cancel any discount structure in place for orders accepted below $1,000.00 HKD. This does not apply to spare parts or consumable orders.
6. QUOTATIONS: Unless otherwise expressed, quotations are valid for 30 days from the date of issue. Should the Customer provide erroneous information before or after a quotation, the Customer is liable for any costs incurred by AUB as a result of Customer’s error(s).
7. PRODUCT INFORMATION: Unless expressly stated in this Agreement, all information contained in the product brochure(s), pamphlets, or information circulars, are for reference purposes only. AUB reserves the right to make reasonable changes in its products from time to time and to deliver the modified products.
8. INSTALLATION: Unless otherwise expressly stated, the costs and materials required for installation are not included in the prices and/or quotations for products sell
9. POINT OF DELIVERY: Hong Kong
ALL prices and deliveries are inclusive of delivery charges to Customer’s specified location at ground level within Hong Kong unless otherwise stated in the quotation
10. DELIVERY TERMS: AUB will notify the Customer if for any reason, it is unable to deliver the products as scheduled and cannot be held liable for any damages of any nature resulting from these delays. If before delivery, Customer requests an extension to the scheduled delivery date, AUB has the right to adjust the contract price accordingly.
Should a period of time instead of a fixed date be scheduled for delivery, the period of time will be calculated from the date identified for that purpose.
11. FORCE MAJEURE: Should a delay in delivery be caused by a Force Majeure event, the time of delivery shall be extended by a reasonable amount of time with regard to all applicable circumstances. Upon mutual agreement, the parties shall set a new date for delivery. Except as to payments due hereunder, neither party shall be liable for failure to perform hereunder for the duration of and to the extent such failure is occasioned by a Force Majeure event, which is defined as follows: war, riots, insurrections, fire, flood, explosions, strikes and other labour or industrial disturbances, inevitable accidents, Government, State, Provincial or Municipal regulations and/or ordinances, an act of God, embargoes, blockades, delay in obtaining materials, legal restrictions, currency regulations, or any cause or condition beyond the reasonable control of the parties. Where such conditions continue for more than three (3) months, either party shall be free to terminate the Agreement. In the case of termination, AUB shall be paid the value proportionate to the Agreement price for the finished product and/or the work-in-progress as of the date of termination and the supportable costs.
12. FAILURE TO ACCEPT DELIVERY: If Customer fails to accept delivery at the scheduled time, the purchase price shall become due and payable in accordance with the original payment schedule and all risks associated with the product or parts of the product to be delivered shall be borne by the Customer. Customer shall be responsible for all storage and handling costs incurred and to be incurred as a result thereof.
13. TITLE: Unless otherwise stipulated in this Agreement, ownership of the goods shall remain with AUB until full payment of the sale price has been received. Until complete payment has been received, the goods shall be deemed to be moveable property whether incorporated or affixed to immovable property, and Customer undertakes to warrant and keep the goods free and clear of all liens, hypothecs, other charges or encumbrances.
14. DRAWINGS AND DESCRIPTIONS: All drawings, descriptions, technical documents or other technical information relating to the product or its manufacture, clearly identified as proprietary, and submitted by one party to the others, before or after the execution of this Agreement, shall remain the property of the submitting party. The foregoing documents shall not be used for any to other purpose than installation, commissioning, operation or maintenance of the product, nor can they be transmitted or communicated to a third party, unless the other party receives the prior written consent from the submitting party.
15. RETURN POLICY: Customer must obtain a Return Materials Authorization (RMA) number from AUB by calling in Hong Kong: (+852) 2375 6110, before returning any products whatsoever. The Customer must have the product serial number, if provided, and invoice number pertaining to the original purchase available to give to the Customer Support Agent. AUB will arrange and send via Facsimile the Return Materials Authorization form, which includes the RMA number along with the ”Ship To”address and RMA return instructions. RMA's expire after sixty (60) days from date of issuance.
Returns of product by Customer are FOB AUB, however, this may be waived at AUB discretion
16. WARRANTY: Customer understands that AUB is not a manufacturer of the products purchased by Customer hereunder and the only warranties offered are
those of the manufacturer, not AUB. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by AUB. Resell(s) or third party product(s) are warranted only to the extent provided by the original manufacturer’s warranty; should this not exist, AUB warrants all resell products as free from design, material or workmanship flaws for a period of twelve (12) months from date of shipment.
Refurbished or reconditioned products are warranted for a ninety (90) day period from date of shipment. Failure of the Customer to notify AUB within the time limit set in this section shall constitute Customer’s waiver to have the malfunction or damage remedied.
The express warranties as set out herein, are the exclusive warranties provided under this Agreement and are in lieu of any other warranties, expressed or implied, statutory or otherwise, including but not limited to warranty of fitness for a particular purpose and merchantability. Nodistributor, dealer, sales representative or other appointee of AUB is authorized to bind AUB to any other warranty Agreement.
AUB will at no charge, either repair, exchange, or replace the product provided it is returned to AUB during the warranty period, however Customer is responsible for the labour to remove and reinstall the product(s) from Customer’s premises.
AUB has the option to repair, exchange or replace the product. In the case of repairs, AUB has the option to carry out the repairs on site or at its own facilities. If, at the Customer’s request, the repairs are carried out on site, Customer shall pay for AUB’s representative’s travel, and living costs incurred.
Defective parts, which have been replaced, become the property of AUB who may dispose of it in any manner. Replacement parts become the property of the Customer upon their delivery. AUB is not liable for any defects in materials, designs, drawings or information provided by the Customer , nor for information which is missing and could not be reasonably identified as such, by AUB.
AUB does not warrant the following:
1. Normal wear and tear from use;
2. Printer ribbons, batteries, key cards and other consumable parts used or supplied with the product;
3. Damage of any nature to hardware finishes;
4. Faulty or defective product operation(s) caused by unusual or unforeseeable use or conditions;
5. Improper installation, operation or maintenance of the product, specifically installations carried out by non-AUB installers;
6. Any product or system in which AUB’s distributed product(s) is incorporated;
7. Force majeure as defined by section 11 of this Agreement;
8. Repairs or alterations carried out by anyone other than AUB;
17. VARIANCE: Any claims that the quantity and description of goods
delivered and the quantity and description of goods ordered do not conform to this Agreement are waived unless the Customer advises AUB in writing, within fifteen (15) days from the date of receipt of the product(s).
18. RETURNS FOR CREDIT: In order to return new merchandise, the Customer must obtain a Returned Materials Authorization (RMA) number from AUB. There is a twenty percent (20%) restocking charge applied to all returns of new product. Custom products cannot be returned for credit for any reason other than product failure.
19. LIMITATION OF LIABILITY: The total liability of AUB for all claims of any kind, whether in contract, liability or otherwise,, arising out of, connected with or resulting from AUB’s performance or breach of this Agreement or services furnished hereunder shall in no event exceed the total purchase price expressed in this Agreement. AUB shall not under any circumstances be held liable for loss of profits or revenues, loss of use of product or any other product
software, system, or facility, loss of data or information, lack or loss of productivity, interest charges or cost of capital, cost of substitute product,
software, systems or services, cost of purchases or replacement power, downtime costs, or for any special, indirect or consequential damages of any nature. AUB is not liable for personal injury unless it is proven by claimant that the injury was directly caused by AUB’s gross negligence or willful misconduct.
20. ASSIGNMENT: AUB may assign this Agreement in whole or in part, to any parent, subsidiary or affiliated corporation. Subject to the prior written approval of AUB, Distributor may assign the present Agreement to any parent, subsidiary or affiliated corporation.
21. DAMAGES: If Customer does not fulfill its obligations or is in default or breach of contract by the terms of this Agreement, AUB may then terminate the agreement by notice in writing as set out in section 22. AUB has the right to claim compensation for any loss it incurs as a result of Customer’s default, said compensation shall not be less than 20% of the product’s total purchase
price.
22. APPLICABLE LAW: This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Any and all disputes or differences between the parties arising out of or in connection with this Agreement or concerning the validity, meaning or effect of the Agreement shall be exclusively and finally settled by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of
Commerce (“ICC”), by a single arbitrator appointed in accordance with such rules. The venue for the arbitration shall be such location as AUB shall determine in its sole and absolute discretion and such arbitration shall be conducted in English.
Any monetary claim (including a claim for payment or damages) made by AUB, whether by way of principal action or cross-demand, may, in the sole and absolute discretion of AUB, be made against the Customer in the appropriate court or tribunal of the territory or of the judicial district of Hong Kong
Special Administrative Region, having jurisdiction, to the final and complete exclusion of the ICC. In such case, any existing disputes or claims pending before the ICC and relating thereto shall be immediately transferred or taken before such court or tribunal.
23. TERMINATION: If the Customer terminates this Agreement, in whole or in part, by written notice, AUB will, upon receipt of the termination notice, cease the performance of the contract according to the instructions of the Customer. In such a case, Customer shall pay to AUB liquidated damages equivalent to the Agreement price for the goods finished or in progress, and any associated costs incurred, plus twenty percent (20%) for overhead and work in progress.
24. SEVERABILITY: Any term, condition or provision of this Agreement, or any part thereof, which is or may be found to be prohibited or unenforceable in any jurisdiction shall, as regards such jurisdiction and to the extent of such prohibition or unenforceability, be deemed to be severed from this Agreement, and the remaining terms, conditions and provisions of this Agreement shall remain in full force and effect.
25. NOTICE: All notices, requests, instructions, or other documents to be given hereunder shall be in writing and sent either by mail, registered or certified, postage prepaid or delivered in person by hand, to the parties at the addresses indicated on the document attached this Agreement. Either party may change the address to which notices, requests, instructions, or other documents are to be given by giving notice of change of address in accordance herewith.
END.