General Terms and Conditions of Contract

Clause 1 – Definitions

"Buyer" means Hongkong Salvage & Towage Services Ltd (abbreviation "HKSTS").

"Seller" means the person, firm or company to whom the order is addressed.

"Goods" means the articles or things or any of them described in the order.

"Specification" means the technical description (if any) of the Goods contained or referred to in the Order.

"Order" means the order placed by the Buyer for the supply of the goods.

Clause 2 – Acknowledgement

By entering business transactions, the Seller acknowledge and agree to abide by this General Terms and Conditions of Contract.

Clause 3 – Variations

Neither the Buyer nor the Seller shall be bound by any variation, waiver of, or addition to these Conditions except as agreed by both parties in writing and signed on their behalf.

Clause 4 – Quality and Description

Subject to Clauses 8 and 9 the Goods shall:

conform as to quantity, quality and description with the particulars stated in the order.
be of sound materials and workmanship.
be equal in all respect to the samples, patterns or specification provided or given by either party.
be capable of any standard of performance specified in the Order.
If the purpose for which they are required is indicated in the Order either expressly or by implication, be fit for that purpose.

Clause 5 – Inspection and Testing

Before dispatching the Goods the Seller shall carefully inspect and test them for compliance with the Specification. The Seller shall, if requested by the Buyer, give the Buyer reasonable notice of such tests and the Buyer shall be entitled to be represented thereat. The Seller shall also, at the request of the Buyer, supply to the Buyer or copy of the Seller's test sheets certified by the Seller to be a true copy.
If it is expressly agreed the Buyer will be entitled to inspect and test the Goods during manufacture, processing or storage, if the Buyer exercises this right, the Seller shall provide or shall procure the provision of all such facilities as may reasonably be required by the Buyer therefore.
If as a result of any inspection or test under paragraph (i) or (ii) of this Clause the Buyer's representative is of the reasonable opinion that the Goods do not comply with the Order, or are unlikely on completion of manufacture or processing so to comply, he shall inform the Seller accordingly in writing and the Seller shall take such steps as may be necessary to ensure such compliance.

Clause 6 – Delivery

The Goods, properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport, shall be delivered by the Seller at, or dispatched for delivery to, the place or places and in the manner specified in the Order or as subsequently agreed.

Arrangements for payment and return of returnable wooden packing cases, skids, drums and other re-usable articles used for packing the Goods will be specified in the Order.

Clause 7 – Time

The Seller shall deliver the Goods at the time specified in the order, and, in this respect, time shall be deemed the essence of the Contract. Time shall begin to run from the date of order (whether verbal or written) or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods, whichever may be the later. If owing to industrial disputes or any causes outside the Seller's control the Seller is unable to deliver the Goods within the specified time then provided that the Seller shall have given the Buyer notice in writing without delay of his intention to claim an extension of time the Buyer shall grant the Seller such extension of the time as may be reasonable.
If the Goods or any portion thereof are not delivered within the time or times specified in the Contract or any extension of such time or times, the Buyer shall be entitled to determine the Contract in respect of the Goods undelivered as aforesaid and of any other goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non-delivery of the goods undelivered as aforesaid. On such determination the Buyer shall be entitled:
1. to return to the Seller at the Seller's risk and expense any of the Goods already delivered but which cannot be effectively and commercially used as aforesaid and to recover from the Seller any moneys paid by the Buyer in respect of such Goods.
2. to recover from the Seller any additional expenditure reasonably incurred by the Buyer in obtaining other goods in replacement of those in respect of which the Contract has been determined.
If the parties have expressly agreed but not otherwise the provisions hereinafter set out in this sub-clause shall apply in lieu of sub-clause (ii) above. If the Goods or any portion thereof are not delivered within the time or times specified in the Contract or any extension of such time or times, the Buyer may recover from the Seller as liquidated damages, and not by way of penalty…" per cent of that part of the contract price which is properly apportionable to the goods undelivered as aforesaid (hereinafter in this sub-clause referred to as "Undelivered Goods") and to any other goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non-delivery of the Undelivered Goods for each week during which such failure continues. Provided that the sum so recoverable shall not exceed…" per cent of the contract price and shall be in full satisfaction of the Seller's liability for such failure.

The appropriate percentage to be inserted, only if agreement to invoke this sub-clause is reached.

Clause 8 – Rejection

The Buyer may by notice in writing to the Seller reject the Goods if the Seller fails to comply with his obligations under Clauses (4) & (5) hereof and may also by notice in writing to the Seller given within 28 days or such other period as may be agreed after delivery, reject any Goods which are found not to be in accordance with the Contract.
The Buyer shall when giving notice of rejection specify the reasons therefor and shall thereafter return the rejected Goods to the Seller at the Seller's risk and expense, in such case the Seller shall within a reasonable time replace such rejected Goods with goods which are in all respects in accordance with the Contract.
Any money paid by the Buyer to the Seller in respect of any rejected Goods not replaced by the Seller within reasonable time together with any additional expenditure over and above the Contract Price reasonably incurred by the Buyer in obtaining other goods in replacement shall be paid by the Seller to the Buyer.
Any money paid by the Buyer to the Seller in respect of any oversupplied quantity of goods shall be credited or repaid by the Seller to the Buyer within seven working days of receipt by the Seller, or 10 working days of dispatch by the Buyer (whichever is earlier) of notification of such over supply.

Clause 9 – Guarantee

If within the period after delivery named in the Order (thereinafter called "the Guarantee Period") the Buyer gives notice in writing to the Seller of any defect in the Goods which shall arise under proper use from faulty design (other than a design made, furnished, or which the Seller has in writing disclaimed responsibility), materials or workmanship, then the Seller shall with all possible speed replace or repair the Goods so as to remedy the defects without cost to the Buyer.
The Buyer shall, as soon as practicable after discovering any such defect or failure, return the defective Goods or parts thereof to the Seller and at the Seller's risk and expense unless it has been agreed between the Parties that the necessary replacement or repair shall be carried out by the Seller on the Buyer's premises.
Notwithstanding anything in Clause 4 the Seller shall be under no liability to the Buyer in respect of loss of or defect in Goods supplied except as specified in Clause 10 and 12 and this Clause, nor subject as aforesaid shall be liable for any personal injury, damage or loss of any kind attributable to such loss of, or defects in, such Goods.

Clause 10 – Damage or Loss in Transit

The Seller will repair or replace, free of charge, Goods damaged or lost in transit provided the Buyer shall give the Seller written notification of such damage or loss within such time as will enable the Seller to comply with the carrier's conditions of carriage, as affecting loss or damage in transit, or where delivery is made by the Seller's own transport, within a reasonable time.

Clause 11 – Payment

Payment of the Price shall be made within the period after delivery specified in the Order or if delivery is postponed at the request of the Buyer as provided in Clause 7 within the same period after the date when the property in the Goods passed to the Buyer under that Clause.

Clause 12 – Statutory Requirements

The Seller warrants that the design, construction and quality of goods to be supplied under the contract comply in all respects with all relevant requirements of any Statute, Statutory Rule or Order, or other instrument having the force of law which may be in force at the time when the same as supplied.

Clause 13 – Law of the Contract

Unless otherwise agreed the Contract shall be subject to Hong Kong Law.

Clause 14 – Corrupt Gifts

In accordance with H.K. Law the Seller shall not offer or give or agree to give without the Buyer's approval any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the obtaining or performance or otherwise of this or any other contract for HKSTS. Any breach of this condition by Seller, or by anyone employed by Seller or acting on Seller's behalf in relation to this, or any other contract for HKSTS, shall entitle HKSTS to cancel this contract, and to recover from the Seller the amount of any loss resulting from such cancellation and/or recover from the Seller amount or value of any such gift, consideration or commission.

Clause 15 – Supplier Code of Conduct

The Buyer's Supplier Code of Conduct (the "Code") is published on website (www.hktug.com). The Seller acknowledges that the Code is read, and agrees to comply with environmental performance, social well-being and governance practices in the Code.

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