These Terms and Conditions shall apply to all Contracts for the purchase of goods/provision of Services by the costumer from ProPartner Sourcing Co., Limited (hereinafter called "ProPartner") with exclusion of any terms or conditions which ProPartner may choose to apply under any sales offer or similar document. Dispatch or delivery, deposit payment for, provision of the Goods/Services by ProPartner to the Customer shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
When we reach an agreement, this will be subject, in addition to the literal wording of the agreement, to the present terms and conditions, and to the following circumstances: (i) Description and value of the goods in the contract. (ii) Discretion of the company about carrying the order. (iii) Biding properties of telephone call, mail, fax and so on. (iv) Limitation of the orders. (v) Availability of the products, commodities, producers.
If any provision of these General Terms and Conditions shall become or shall be declared by any Court with the correspondent competent jurisdiction to be invalid or unenforceable this shall not in any way impair or affect any other provision of these General Terms and Conditions all of which shall remain in full force and effect to the extent permitted by Law.
TERMS AND CONDITIONS
These Terms and Conditions shall apply to all Contracts for the purchase of goods/provision of Services by the costumer from ProPartner with exclusion of any terms or conditions which ProPartner may choose to apply under any sales offer or similar document. Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be of no effect unless agreed in writing between the parties.
If following our Purchase Order Acknowledgement (POA) goods are unavailable or if ProPartner needs to vary the price due to supplier price increases or exchange rate fluctuations, then ProPartner shall notify you to allow the opportunity to cancel your order if ProPartner has not done so itself.
The express requirement of not to enforce any term of this Agreement, whether by you or by us, does not constitute a waiver of such term. This does not in any way affect either party's right to subsequently enforce such term.
The price shall be the ProPartner's quoted price or the price agreed by the parties. Unless otherwise agreed payment of the Price shall be due within 7 days from receipt of ProPartner's Proforma Invoice or 7 days from when the Goods/Services are delivered/provided, whichever is the later.
The price is only deemed invalid if a different set of payment terms have been agreed by ProPartner and the Customer and signed upon in the Sales Contract. Except for reasons beyond the Customer's control, where the Customer has not made payment to ProPartner by the due date set out, the Customer shall, upon request by ProPartner pay interest to ProPartner on any amount outstanding at the statutory interest rate in Hong Kong S.A.R. from the due date of payment until payment is actually made.
ProPartner shall work with the Customer to identify, develop and deliver the best value Goods/Services under these Terms and Conditions and any posterior agreement made by the parties, within available resources.
We are strongly committed to finding the best prices for our Customers, as long as this does not conflict with the quality, the industrial or personal standards of our Customer, or the safety and any special qualities the product must have. Very occasionally, prices fluctuations of materials, one or more sub-assemblies or the entire product could rise or fall very quickly and sharply. If this situation arises and you have already placed your Order, we will contact you immediately to issue a new Order Confirmation for the revised price. In the event that the price is significantly higher than appropriate, you may cancel your order and will be refunded any amount already settled provided that production has not commenced, less direct expenses incurred.
Unless otherwise clearly stated, quotations are valid for 14 days from date of issue.
The specific conditions of payment terms will be sorted case by case, attending the special needs of the Customer, the product itself and the market. Reservation and ownership of property remains that of ProPartner until full payment has been received from the Customer, regardless of the location of the Goods.
The responsibilities of the Customer in paying the price include taking all the actions necessary to reach and accomplishthe invoiced amount; so that, all and any possible fees, bank commissions and intermediary quotes or whatsoever that implies and comes with making the payment are the responsibility of and shall be borne by the Customer.
Where practical and appropriate, and where the cost of the Goods and/or Services to be supplied under the Contract is greater than USD 100,000 the Customer shall be required to provide to ProPartner sufficient security (for example a Contract Guarantee Bond) for due performance of the Contract.
ProPartner reserves the right to perform credit checks on customers and may in certain cases request references be given.
GOODS AND SERVICES PROVIDED
ProPartner shall provide the Goods/Services strictly in accordance with any Specification/Order issued by the Customer. Where ProPartner has provided a written quotation/proposal which the Customer has accepted in writing then the quantity and description of the goods/ nature and extent of the Services to be provided shall be as set out in any such quotation/proposal.
All representations, statements or warranties made or given by ProPartner, its employees, directors, contractors, and agents to the Customer before the conclusion of the contract (except to those made orally) regarding the quality and fitness for purpose of the Goods/Services shall be deemed by the Customer to be express conditions of the Contract, being the latest one, and in case of contradiction, the valid one.
All Services and Products provided under a further Contract must be provided with reasonable care and skill and to the reasonable satisfaction of the Customer.
ProPartner shall ensure that all Goods supplied under the Contract shall be manufactured, stored, tested and packed in accordance with all relevant Customer Standards in country of election by the Customer and shall from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements and ensure that the Goods are of satisfactory quality and fit for purpose including any specific purpose notified to ProPartner by the Customer for which the Goods are normally supplied.
It is the Customer’s responsibility to inform ProPartner of any safety tests, certification, or other similar item required by the product for sale in the countries/territories that the Customer plans to sell the products in.
In the case of a change regarding Safety, technical requirements or so on has to be made; ProPartner will communicate the changes affecting the product/service and theimpactof said changes. This may include but is not limited to changes in price, product characteristics, materials, delivery time, and so on.
Types of requirements of ProPartner by the Customer shall include but not necessarily be restricted to provision of Goods/Services that are cost effective, efficient, timely, reliable, responsive, consistent,and courteous. ProPartner will provide periodical and regular inspections and reviews of performance standards and suggested improvements.
All Goods supplied under the Contract shall be marked in accordance with the Customer's instructions and all lawful requirements and shall be tested and certified according to the Customer’s need. Testing and certification may require additional payment not included in the quoted price.
ProPartner reserves the right at any time during the term of the agreement to withdraw the service and/or access to information of a service in the event that we consider the product being made/service being offered breaches any applicable laws or the rights of any third party, is prejudicial to the interests of ProPartner, can be prosecuted for, or is banned under any International Law enforceable.
MODIFICATION OF THE TERMS AND CONDITIONS
Due to the special conditions of our service, and in order to provide the best service at all times, ProPartner is entitled to amend these Terms and Conditions at any time, informing these changes to the existing contract Customers under previous Terms and Conditions. This communication does not mean in any way the subrogation of the new Terms and Conditions regarding the above for those who have a valid and firm contract under previous Terms and Conditions.
The invalidity or unenforceability of any provision of modified Terms and Conditions will not adversely affect the validity or enforceability of any of the remaining provisions.
LIABILITIES AND INSURANCE
ProPartner will be responsible for ensuring China customs issues are completed: custom papers; requirements; prohibitions or retentions and so on for the products if dealing with FOB INCOTERM or greater. The Customer is responsible for ensure all these issues at place of discharge unless DDP Incoterm is offered, in which case ProPartner will be responsible for successful importation only. For EXW Incoterm, the Customer is solely responsible for all issues and requirements.
ProPartner will bear no liability for any kind of data sent and lost; erased or damaged totally or in part. We will take the utmost care of any kind of information the Customer sends to us, but we strongly recommend you to keep originals with you if they are not absolutely necessary for our commitment and we didn’t specifically request for them. You are responsible for retaining such materials for whatsoever purposes you may require.
To the maximum extent permitted by applicable law, in no event shall ProPartner be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the manufacture of Goods according to the specification given by the Customer.
To the maximum extent permitted by applicable law, in no event shall ProPartner be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the manufacture of Goods or provision of Services after acceptance of the Goods or Services by the customer.
Force Majeure means any event or occurrence which is outside the reasonable control of the Parties concerned and which is not attributable to any act or failure to take preventative action by any Party, including, but not limited to fire; flood; violent storm; pestilence; explosion; malicious damage; armed conflict; acts of terrorism; nuclear, biological or chemical warfare; or any other disaster, natural or man-made.
Neither Party shall at anytime, anywhere, be liable to the other Party for any delay in performing or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of a force Majeure.
Notwithstanding the foregoing, each Party shall use all reasonable efforts to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of 90 days, either Party may terminate the Contract with immediate effect by notice in writing.
Any failure or delay by ProPartner in performing its obligations under the Contract which results from any failure or delay by an agent, sub-ProPartner or supplier shall be regarded as due to Force Majeure only if that agent, sub-ProPartner or supplier is itself impeded by Force Majeure from complying with an obligation to ProPartner.
If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue.
During a force majeure incident, suspension of the agreement until the ceasing of the force majeure for a period of 90 days is allowed upon written agreement by both parties. After which, the parties may cancel the agreement without no liabilities except any outstanding payment due.
RECOGNITION AND ACCEPTANCE OF THE CONDITIONS
By placing your order, you are making ProPartner an offer to buy/commission Goods and/or Services. This means that you have agreed with these terms and conditions. ProPartner reserves the right, at our discretion, to accept or reject your offer. If we accept your order, we will notify you of our agreement by sending an Order Confirmation. The Order Confirmation will be sent by E-mail and will be effective from date sent. If we can’t accept your order by any reason, we will try to contact you by email, phone or mail.
Although we will make all the efforts necessary to supply the Products listed on your Order Confirmation, there may be times when we would be unable to supply these Products due to, for example, when such Products are no longer manufactured, their trade is prohibited by International Conventions, the Products are not available or we are unable to provide the relevant components. In that case, we will contact you to inform you and may suggest alternatives for it. If you don’t accept our suggestions, we will cancel the Order related with the products we are unable to provide.
The return of money due to the cancellation of an Order or part of will be made via Wire Transfer/ Telegraphic Transfer to the Customers nominated bank. Amount to be returned will be total amount of order, less direct costs already incurred.
An Order Confirmation may come in the form of a Proforma Invoice (PI), Route to Market Plan (RTMP), Route to Prototype Plan (RTPP), Quotation Process Plan (QPP), signed and returned Purchase Order (PO). Any of these signed documents constitute an Order Confirmation.
In meeting the needs of the Customer, we may occasionally need to subcontract part or all of the production of the entire good or product. If subcontracting needs to take place, the Customer will be fully informed about the needs and circumstances that led to this before production commences. ProPartner will sign Contracts independently with each subcontractor used, these will be fully and legally binding under the local laws and legislation.
INTELLECTUAL AND INDUSTRIAL PROPERTY
The Customer warrants that all licenses, permissions and consents required in relation to the use and fabrication of the Goods/Services required be made/provided by ProPartner shall have been obtained and shall hold harmless ProPartner against any claim, costs, proceedings, expenses and demands from any third parties alleging infringement of intellectual property rights.
In the case that the Goods have been independently developed by ProPartner, ProPartner warrants that all licenses, permissions and consents required in relation to the use and fabrication of the Goods to be sold to the Customer have been obtained and shall hold harmless the Customer against any claim, costs, proceedings, expenses and demands from any third parties alleging infringement of intellectual property rights.
Generally, ProPartner will assume and retain ownership IP if the IP is developed by it, and the Customer retains ownership of their ownership of IP if the IP is developed by them and then transferred to ProPartner for use in the provision/sale of Goods/Services. Further clauses relating to IP are stated in the purchase Contracts.
In the case that ProPartner acts as a depository for IP and requires use of a Subcontractor, an NDA will be signed between ProPartner and the said Subcontractor.
In the case the Customer has any kind of complaint or lack of conformity over the goods and products we sent, a full and detailed report is required showing clearly the lack of conformity. ProPartner will always give full consideration to any complaint received but liability will be limited to product value and cost of re-working the product to specification. If products are found to match the specification sent by or agreed upon by the customer, then no returns will be accepted.
Before shipping products back, the Customer must send ProPartner a full and detailed report of the failures and an RMA by E-mail for initial review. After ProPartner's approval, goods must be returned complete with all pieces as originally supplied and non-faulty pieces in perfect state; they must be packaged accordingly, ideally in the original package supplied, and RMA must be attached. ProPartner reserve the right to refuse to accept incorrectly packaged goods. The return of the Goods will be at expenses of the Customer.
Upon arrival of the Goods with ProPartner, ProPartner will within 7 days send the customer a Returns Review Document notifying the Customer of any issues found in relation to original specification. If the goods are found to be in accordance with the specification then they will be returned to the Customer at his/her expense. If the goods are found to be faulty in anyway, we will fix or replace and send back to the Customer at our own expense.
Any alteration to the equipment, goods, or products not authorized by ProPartner shall constitute a waiver by you of the guarantee. Physical damage is not covered by any guarantee after passing of ownership of the Goods onto the customer. This relates to the INCOTERM agreed and signed upon in the Contract.
All the products will be shipped under the standards of the INCOTERM agreed by the Parties and set forth in the Contract and/or Quotation. Insurance is highly recommended to be purchased for all shipments sent by ProPartner.
Before the shipment, during the producing process, your ProPartner Account Manager will ensure you are kept up to date on the expected shipping date.
APPLICABLE LAW AND JURISDICTION
These Terms and Conditions are under the laws of the Hong Kong S.A.R. Any dispute arising from these Terms and Conditions will be resolute by the Courts of the Hong Kong S.A.R. No company, person, firm or organization which is not party to the Contract shall have any right to enforce any of the terms within.
In the case a dispute arises, you agree that the first step is a meeting of representatives of ProPartner and yourself to attempt to find a solution. If no solution can be found or agreed upon then the dispute will be taken to an appropriate Court of Law.
ACCEPTANCE OF TERMS AND CONDITIONS
These Terms and Conditions will rule, in a general way, the further relationships and commercial relations between the Customer and ProPartner. Notwithstanding, further agreements that can be reached will be able to modify in anyway these present Terms and Conditions.
Dispatch or Provision of the Goods/Services by ProPartner to the Customer shall be deemed conclusive evidence of the Customers’ acceptance of these Conditions. For this reason, all the Terms and Conditions are considered read, understood and accepted when placing the Purchase Order. They shall supersede all earlier Terms and Conditions and may be amended from time to time. You will be notified of any amendments by a message on the ProPartner website.