中文版 | 2023-9-11
These standard terms and conditions (“Terms”) shall apply to the sale of goods (“Goods”) as specified in the invoice and related documents issued by United Prime Educational Publishing (HK) Limited or its authorised agent (“UPEP” or “Seller”) unless otherwise agreed in writing between UPEP and the customer (“Customer”), being such addressee(s) as specified on the invoice whom/which the Goods shall be payable thereby.
For the avoidance of doubt, these Terms shall not apply to the sale and purchase of Goods from the website of UPEP.
1. The Customer shall submit an order in writing to the Seller for any order of Goods, which shall be subject to the acceptance by the Seller in writing. For the avoidance of doubt, no order submitted by the Customer to the Seller shall be deemed to be accepted by the Seller unless and until it is confirmed in writing (either by invoice submitted with goods delivered or otherwise) by the Seller. Once the Seller accepts an order, the relevant goods must be paid for by the Customer in accordance with these Terms, and the Customer agrees that under no circumstances will the Seller accept cancellation of the order.
2. Unless otherwise agreed in writing by the Seller, Goods are sold firm and are subject to the condition that they shall not, without the prior written consent of Seller, be lent, re-sold, hired out, or otherwise circulated, in any form of binding or cover other than that in such form which they are published and without a similar condition including this condition being imposed on any subsequent purchaser.
3. The price of Goods shall be the price as specified on the invoice, less such discount as may have been agreed between Seller and the Customer in writing as shown on the invoice.
4. Title of Goods and risk of damage to or loss of the Goods shall pass to the Customer either at the time of delivery (where the Seller pays for delivery), or otherwise at the time when the Goods are delivered to the Customer’s nominated agent/carrier at the Seller’s warehouse in Hong Kong. Goods to be supplied outside of Hong Kong shall be subject to an additional charge covering the costs of packaging, carriage and insurance unless otherwise previously agreed in writing with the Seller. The Seller undertakes to use its reasonable endeavours to deliver the Goods by the specified delivery dates. However, delivery dates are an approximation and the Seller shall not be liable for any delay in the delivery of the Goods.
5. Orders from Customers who do not have an agreed credit account, will only be accepted until prepayment is settled in full. Where such a credit account exists, all Goods are supplied subject to the credit terms from time to time granted by the Seller at its sole and absolute discretion. Failure to settle all amounts on due dates will entitle the Seller to withhold any further supply of Goods without prejudice to any other claim or right the Seller may have against the Customer. The Seller shall be entitled to charge the Customer interest on any overdue amount at a rate of 1.5 per cent per month.
6. Return of Goods will only be accepted subject to compliance with the Seller’s returns policy (copy available on request) which may be varied from time to time at the Seller’s absolute discretion.
7. Any claim for a credit note or replacement of Goods in respect of any delivery shall only be considered if such a claim is submitted to the Seller at its address specified on the invoice and in writing within 14 days of the date of delivery of Goods to a Customer in Hong Kong or within 28 days of delivery to a Customer elsewhere other than in Hong Kong.
8. The Seller reserves the right (without prejudice to any of its other rights against the Customer) to withhold further supply of Goods in the event of any breach of any of the Terms herein or for any other reason which, at the discretion of the Seller warrants such action.
9. (a) So far as permitted by law and except as provided in these Terms, all implied warranties, conditions or other terms are hereby excluded.
(b) The Seller shall not be liable for any loss or damage or delivery delays or failure to manufacture or supply of goods arising from factors outside its reasonable control, including but not limited to acts of God, acts or omissions of civil or military authority, war, fire, flood, natural disaster, labour disputes, plant breakdown, shortage of supplies, or compliance with orders lawfully given by any public authority.
(c) The Seller shall not under any circumstances whatsoever and, however arising be liable for any indirect or consequential loss however caused.
(d) Without prejudice to paragraph 9(c) above, any liability of the Seller for any loss, costs, expense or damage suffered by the Customer as a result of the Goods being defective in any way or as a result of any other cause whatsoever shall be limited to the purchase price paid by the Customer to the Seller for the Goods, provided that if the Seller shall replace such defective goods with goods which conform with the relevant order, the Seller shall be under no further liability whatsoever to the Customer.
10. (a) All copyright and any other intellectual property rights whatsoever in the Goods supplied hereunder are vested in the Seller.
(b) The Customer shall not use or deal with the Goods so as to infringe, interfere with or weaken any of the rights referred to above.
(c) The Customer shall notify the Seller forthwith in writing of any infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights in the Goods or any claim in respect of such infringement.
11. The Seller reserves the right to make surcharges on (i) orders below a minimum size to be advised by the Seller from time to time; (ii) deliveries to addresses other than to the Seller’s warehouse;(iii) special requirements of a Customer as agreed with the Seller; and (iv) returns not complying with the Seller’s returns policy.
12. If the Seller notifies the Customer that any Goods contain defamatory material or a seriously erroneous statement and should therefore be withdrawn from sale, the Customer shall return such Goods to the Seller immediately. Only under such circumstances may the Customer be entitled to a refund and to return all unsold stock of the Goods, and thereby the Seller shall have discharged its liability to the Customer and the Customer shall have no further claims whatsoever against the Seller.
13. No variation in these terms and conditions shall be binding unless agreed in writing between the authorised representatives of the Seller and the Customer.
14. By accepting delivery of the Goods, the Customer acknowledges receipt thereof and hereby agrees to be bound by these Terms and further acknowledges that these Terms, together with the invoice, the returns policy referred to above and any annual terms of supply from time to time in force between the Customer and the Seller comprise the entire agreement and that they shall not, and shall not be deemed to be, altered or varied to any extent and shall supersede any previous correspondence between the Seller and the Customer or any other terms and conditions in respect of such Goods unless otherwise specified and agreed between the Seller and the Customer in writing.
15. These Terms shall be governed by the laws of the Hong Kong Special Administrative Region. The Hong Kong Courts shall have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of or in connection with the sale of the Goods by the Seller to the Customer.
16. Anti-bribery and Corruption and Sanctions
16.1 The Customer agrees that it will, and will procure that its officers, partners, employees, agents, and any other persons who perform services for or on its behalf in connection with this Agreement will:
16.1.1 comply with all applicable laws related to bribery, corruption and related matters, and all applicable sanctions and export regulations with respect to any transactions related to the Seller or the products/services provided by it, including but not limited to the Prevention of Bribery Ordinance (Chapter 201 of the laws of Hong Kong) and has appropriate policies and procedures in place to ensure such compliance;
16.1.2 not commit any act or omission which causes or may cause the Seller to be in breach of, or to commit an offence under, any laws relating to anti-bribery, anti-corruption, and/or sanctions ; and
16.1.3 keep accurate and up-to-date records showing all payments made and received and all other advantages given and received by the Customer in connection with this Agreement and the steps the Customer takes to comply with these obligations and permit the Seller to inspect those records as reasonably required.
16.2 The Customer will promptly report to the Seller any request or demand for any financial or other advantage of any kind received, whether directly or indirectly, in connection with the performance of these Terms. The Customer will immediately give written notice to the Seller upon a breach, or suspected breach, of any of these obligations.
16.3 Failure to comply with the above provisions shall be considered an irremediable material breach of this Agreement, and the Seller shall have the absolute right to terminate this Agreement with immediate effect should it have reason to believe that the Customer has acted, or will act, in breach of this clause without any further liability to Seller.
UPEP reserves the right to amend or update these Terms. In the event of inconsistency between the English and Chinese version, the English version shall prevail.