1. GENERAL Unless the context otherwise requires: Agreement means these Terms of Sale which apply to the supply of Goods by Voltivo Group Ltd. to the Customer; Customer means the party to whom Voltivo Group Ltd. has agreed to supply Goods pursuant to the Agreement; Goods means the goods and/or services agreed to be supplied by Voltivo Group Ltd. and purchased by Customer pursuant to the Agreement; Order means the entry by the Customer on Voltivo Group Ltd's web page of an order for Voltivo Group Ltd. to supply the Goods; Proprietary Information means any and all information and intellectual property relating to the Goods or the installation or operation of the Goods including but not limited to patents, designs, drawings, instruction booklets, specifications, circuit drawings, componentry, trade secrets, trade marks and copyright in such information and intellectual property; Voltivo Group Ltd. means Voltivo Group Ltd., incorporated in Hong Kong.
2. ORDERS (a) In order to purchase the Goods, Customer must place with Voltivo Group Ltd. an Order by submitting the details required in the relevant fields of the order form on Voltivo Group Ltd's webpage setting out a full description of the Goods to be purchased, the delivery date, delivery point and any other information required by Voltivo Group Ltd. The Order may be accepted or rejected by Voltivo Group Ltd. at Voltivo Group Ltd's sole discretion. (b) A contract shall be formed by and upon Voltivo Group Ltd accepting from Customer an Order pursuant to clause 2(a) and each contract shall be governed by the Agreement. (c) The Agreement shall take precedence over any other representations, agreements, arrangements or understandings relating to the Goods and any matters in connection with the Goods. (e) Any conditions or terms of purchase submitted by Customer deviating from or inconsistent with the Agreement will not bind Voltivo Group Ltd, notwithstanding any statement by Customer that its terms and conditions prevail over the Agreement.
3. PAYMENT OF PURCHASE PRICE (a) Unless otherwise agreed in writing, Voltivo Group Ltd accepts Orders subject to the condition that Customer agrees to pay the purchase price appearing on Voltivo Group Ltd's price list for those Goods current as at the date that Voltivo Group Ltd accepts the Order. (b) A copy of Voltivo Group Ltd's price list for the Goods is available on Voltivo Group Ltd's webpage. All prices on Voltivo Group Ltd's price list are specified to be in New Taiwan dollars unless otherwise indicated by the currency symbol and are subject to alteration without notice. (c) The total purchase price, unless otherwise stated in the Order, delivery charges and packaging but does not include any freight, assembly costs, installation costs, costs and charges of third party suppliers such as electricians, insurance or any statutory, sales, excise, or other taxes, duties or imposts, all of which will be paid by Customer. (d) Payment of the purchase price must be made in full upon the submission of an Order. (e) Customer must not set off any money owing or alleged to be owing by Voltivo Group Ltd against money due by Customer to Voltivo Group Ltd.
4. CANCELLATION OF ORDERS Customer may not alter or cancel an Order without Voltivo Group Ltd's prior written consent. If Voltivo Group Ltd agrees to alter or cancel the Order, Customer will indemnify Voltivo Group Ltd against any loss, damage and expense incurred by Voltivo Group Ltd in relation to the alteration or cancellation of that Order, including the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Goods and all labour and engineering costs incurred by Voltivo Group Ltd in the execution or part execution of the Goods and including compensation payable to any of Voltivo Group Ltd's suppliers and loss of profit.
5. RETURN OF GOODS AND CREDITS (a) Customer is deemed to have accepted the Goods unless it makes a claim in accordance with the clause 5(b). (b) Customer may reject any Goods that are wrongly supplied or oversupplied by notifying Voltivo Group Ltd of the claim and providing full particulars of the claim in writing within 5 days of receipt of those Goods. Voltivo Group Ltd may dispute any such claim. (c) Goods referred to in clause 5(b) may be returned to Voltivo Group Ltd for credit if all of the following is complied with: (i) the Goods are returned to Voltivo Group Ltd's premises by prior arrangement and with Voltivo Group Ltd's written approval within 7 days of delivery, at no cost to Voltivo Group Ltd, unless delivered as the result of an administrative error by Voltivo Group Ltd, in which case Voltivo Group Ltd will bear the cost of return; (ii) the Goods are accompanied by a dispatch note stating Voltivo Group Ltd's original invoice number and reason for return; and (iii) the Goods are returned in an unsoiled, undamaged and resaleable condition in their original packing. (d) Customer must not return any Goods to Voltivo Group Ltd unless it has complied with the two clauses immediately above and has done all things necessary to permit Voltivo Group Ltd to examine the Goods to Voltivo Group Ltd's satisfaction within that period.
6. DELIVERY AND STORAGE (a) All quoted delivery or consignment dates are estimates only. Voltivo Group Ltd is not obliged to meet such dates and will not be liable to Customer by reason of delays caused by any reason whatsoever. (b) Voltivo Group Ltd is deemed to have delivered the Goods when the Goods are actually delivered to the delivery point nominated by Customer, or where delivery to the delivery point is not made due to reasons which are the responsibility of Customer, the date when delivery would have been effected (c) Voltivo Group Ltd may deliver the Goods by instalments (where, in Voltivo Group Ltd's opinion, this is reasonable) and issue interim invoices to Customer. (d) Without limiting any other provision of the Agreement, failure by Customer to pay any instalment, or any other amount when due, will entitle Voltivo Group Ltd to withhold or delay delivery of any remaining Goods ordered.
7. TITLE AND RISK (a) Title to the Goods shall remain with Voltivo Group Ltd until all monies owing by Customer to Voltivo Group Ltd have been paid in full (whether such monies are payable under a specific contract or on any other account). (b) Until such time as Customer has paid in full all monies owing to Voltivo Group Ltd, Customer shall: (i) store the Goods separately and mark them so that they are clearly and easily identifiable as Voltivo Group Ltd's property and, if Supplier requests, inform Voltivo Group Ltd of the location of the Goods; (ii) hold the Goods as bailee for Voltivo Group Ltd, subject to Customer’s right to deal with the Goods in the ordinary course of Customer’s business (Bailment); (iii) indemnify Voltivo Group Ltd against any claim arising out of the possession, use or disposal of the Goods by Customer or repossession or attempted repossession by Voltivo Group Ltd. (c) If: (i) a payment is not made in accordance with the Agreement; (ii) Customer commits any other breach of the Agreement; (iii) Customer becomes bankrupt, has an administrator, a receiver or a receiver and manager appointed, goes into liquidation (whether voluntarily or otherwise), or is wound up, dissolved or declared insolvent, then Voltivo Group Ltd may at any time, without notice to Customer and without prejudice to any other rights that it may have against Customer: (i) terminate the Agreement and the Bailment; (ii) suspend some or all its obligations to Customer under the Agreement; and/or (iii) enter upon any premises owned or occupied by Customer where Voltivo Group Ltd reasonably believes the Goods may be stored and repossess the Goods without being liable for any damages caused. (d) If Customer sells the Goods before payment in full to Voltivo Group Ltd, or uses the Goods in a manufacturing or construction process of its own or some third party, Customer holds the proceeds on trust for Voltivo Group Ltd in respect of those Goods, and must keep such proceeds in a separate account until the liability to Voltivo Group Ltd is discharged and must immediately pay that amount to Voltivo Group Ltd. (e) The risk in the Goods passes to Customer at the time of Delivery.
8. INSURANCE Customer must keep the Goods insured against all risks for Goods of that kind from the time the risk in the Goods passes to Customer until the time that title to the Goods passes to Customer. Customer holds the proceeds of that insurance on trust for Voltivo Group Ltd up to the amount it owes Voltivo Group Ltd in respect of those Goods, and must keep such proceeds in a separate account until the liability to Voltivo Group Ltd is discharged and must immediately pay that amount to Voltivo Group Ltd.
9. LIMITATION OF LIABILITY FOR GOODS (a) Voltivo Group Ltd makes no warranties or representations to Customer, and all warranties implied by law are excluded. (b) Voltivo Group Ltd warrants the Goods to be free from defects in workmanship and materials under normal use and service for a period of 1 calendar year from the Delivery (Warranty Period). This warranty does not cover costs of recovery of the Goods from the site or damage, fault, failure or malfunction due to external causes including accident, abuse, misuse, mechanical or electrical overload, abrasion, corrosion, incorrect installation, failure to perform required preventative maintenance or normal wear and tear. (c) During the Warranty Period, to the extent permitted by law, Customer’s sole Voltivo Group Ltd On Line Sales Terms and Conditions of Sale remedy with respect to breach of warranties set out in the clause immediately above will be to repair or replace (as Voltivo Group Ltd may elect) any such defective Goods at Voltivo Group Ltd's expense. The replacement or repaired Goods shall be covered by the unexpired portion of the Warranty Period in respect of the original Goods or for a period of 90 days, whichever is the greater. (d) For equipment forming part of the Goods, which equipment is not manufactured by Voltivo Group Ltd, the original manufacturer’s warranty will apply. Voltivo Group Ltd's liability for such equipment shall not exceed the liability of the manufacturer. (e) In respect of Goods that are not ordinarily acquired for personal, domestic or household use or consumption, the liability of Voltivo Group Ltd for a breach of any condition or warranty implied by law is limited at Voltivo Group Ltd's option to the repair the Goods or supply replacement Goods. (f) Voltivo Group Ltd's liability under the Agreement will be reduced by the amount of any contributory loss or damage to the extent caused by Customer’s act or omission. (g) Customer acknowledges and agrees that, to the extent permitted by law, Voltivo Group Ltd has no liability in contract, tort (including negligence or breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain, production, contracts, business or anticipated savings, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever. (h) Voltivo Group Ltd's total liability under any contract and the Agreement shall not exceed the total dollar amount of the Goods purchased by Customer under each contract.
10. PROPRIETARY INFORMATION (a) Customer acknowledges that all Proprietary Information and all right, title and interest therein are the sole property of or licensed by Voltivo Group Ltd and Customer shall gain no right, title or interest in the Proprietary Information whatsoever. Customer specifically acknowledges Voltivo Group Ltd's exclusive rights to ownership of any modification, translation or adaptation of the Proprietary Information and any other improvement or development based thereon, whether developed, supplied, installed or paid for by or on behalf of Customer or any buyer of Customer or otherwise. (b) Customer must not and must not permit any person reasonably within its control nor procure any person to modify, copy, clone or reverse engineer the Goods, or copy, modify or decompile any of Voltivo Group Ltd's documentation relating to the Goods.
11. EXPORT/RE-EXPORT/RESALE (a) The Goods supplied are intended for use only in Hong Kong, unless Voltivo Group Ltd otherwise agrees. If Customer exports or re-exports the Goods, it is Customer’s responsibility to ensure that the Goods and the use to which they are put comply with the laws of the destination. (b) Customer acknowledges that the Goods purchased by Customer may not be sold, leased or otherwise transferred to or utilised by a terrorist organisation, a party listed on the (US) Denied Persons List or by an end-user engaged in activities related to weapons of mass destruction, including but not limited to activities related to design, development, production or use of nuclear materials, nuclear facilities or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. (c) If the Purchaser resells the Goods, it shall not, in connection with their resale, pay or offer to pay, money or any thing of value to any government official, entity or organization, any political party, any candidate for public office, or their employees or relatives, for the purpose of influencing purchasing decisions or for any other improper purpose.
12. MISCELLANEOUS (a) The fact that Voltivo Group Ltd fails to do, or delays in doing, something it is entitled to do under the Agreement, does not amount to a waiver of its right to do it. Voltivo Group Ltd must agree in writing to any waiver. (b) If a clause or part of a clause can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as removed from the Agreement, but the rest of the Agreement is not affected. (c) Voltivo Group Ltd shall not be liable for any failure to fulfil or any delay in fulfilling any obligation arising under the Agreement if the failure or delay has been caused directly or indirectly by any act of God, war or other civil commotion, strikes, lockouts, stoppages and restraints of labour, breakdown of machinery, inability to obtain raw materials or fuel, fire or explosion, any government action or any other cause beyond Voltivo Group Ltd's reasonable control and not as a consequence of Voltivo Group Ltd's negligence. (d) Any notice to be given to a party under the Agreement must be in writing and must be sent by post, facsimile or email to the address of that party shown in the quotation, Purchase Order or order acknowledgment. Notice is deemed to have been given at the time it would have been received in the normal course of post if sent by post, or if otherwise given at the time it was actually received. (e) The SAR of Hong Kong has jurisdiction over the Agreement. Customer unconditionally submits to the non-exclusive jurisdiction of the courts of the SAR Hong Kong in accordance with this clause. (f) Where there is more than one Customer then the liability of each shall be joint and several. (g) The rights and remedies provided in the Agreement will not affect any other rights or remedies available to Voltivo Group Ltd. (h) Customer shall not assign this Agreement without Voltivo Group Ltd's prior written