These General Terms and Conditions for Sale of Samples, Prototypes and Services Purchases shall, unless otherwise agreed to in writing, apply to Buyer’s purchase of Product and Services from Intrepid Sourcing and Services Ltd (ISS). All references to the “Agreement” in this General Terms and Conditions for Sale of Samples, Prototypes and Services Purchases shall mean the purchase agreement, including purchase orders and schedules, between Buyer and ISS. All references to “Product and Services” shall mean the prototype product and services purchased by Buyer according to the specifications described by the agreed upon package.
If due to any mandatory applicable law or a decision or act by any competent authority, any of the provisions in the Agreement or these General Terms and Conditions for Sale of Samples, Prototypes and Services Purchases, cannot be enforced or an amendment of any provision is required, ISS and the Buyer shall endeavor to find an alternative solution as near the existing provision as possible.
2. Product and Services Information
The prices, information and specifications provided by ISS in quotations and on website and the like are given for information. Information from ISS concerning the Product is only binding if it is expressly included in the Agreement.
All orders shall be sent to ISS in the form of an original document authorized by Buyer. No order shall be binding upon ISS unless expressly accepted, by way of a written order confirmation, by a duly authorized employee of ISS.
Any modification of the samples and prototypes requested by Buyer shall be subject to ISS agreement. The purchase price and delivery time shall be revised accordingly.
If ISS incurs extra costs due to the changes and revisions of samples and prototypes, such extra costs may be added to the price. The initial samples, prototype and services are usually not 100% accurate and require next iterations as part of the Buyer’s product development.
The Product and Services are delivered “EXW” (Ex Works) according to the latest prevailing version of “INCOTERMS”, unless otherwise expressly agreed between ISS and the Buyer. All present and future shipping fees, duties, taxes etc. pertaining to delivery of Product shall be paid by the Buyer. The Buyer is responsible for obtaining import licenses and all other permits required for the deliveries.
The Buyer shall pay the price for the Product and Services quoted in the Agreement. The price shall not include VAT, import or export duties or other public charges and fees unless otherwise agreed. All prices are expressed in USD and shall be paid in USD.
Unless otherwise agreed, payment shall be made within fifteen (15) days from the date of invoice. All bank and transaction fees will be borne by the Buyer.
8. Local laws and regulations
Unless otherwise agreed, the Buyer is responsible for all permits required, inspections, information and other requirements concerning the Product in the country of destination of the delivery. The Buyer shall furnish ISS with all information necessary for the Product’s compliance with applicable local rules and regulations.
Buyer acknowledges that Product is a prototype to be used solely for test purposes and agrees that Product may not be used for any other purposes. ISS does not undertake any responsibility for the consequence of the use of any Product in combination with any other defective or substandard material, substance or product. ISS shall not be liable for any personal injury or property damage caused by the Product.
10. Force Majeure
ISS shall not be liable for failure or delay in the performance of any obligation under the Agreement if the failure or delay is caused by circumstances beyond ISS’ control which hinder or considerably obstruct the manufacture or delivery of Product or Services. Such circumstances shall be deemed to be difficulties with the procurement of raw materials for the Product as well as other hardships and disturbances such as, including but not limited to, civil disturbances, strikes, lock-outs, fire, riots, war, explosions, shortage of fuel or energy, lack of transportation, obstruction or stoppage of shipping and other transport difficulties and break-downs or failure of any kind to or of manufacturer’s equipment or facilities necessary for the performance of the obligations of ISS, and which obstruct or delay delivery from ISS. ISS’ delivery time for the Product and Services shall be extended for a period corresponding to the duration of any such cause.
11. Intellectual Property
In no event shall the development of the Product grant Seller any right to use the intellectual property rights attached to the Product. ISS retains all intellectual property rights in relation to the Services. Buyer retains all intellectual property in relation to any ideas, concepts or designs provided to Seller. Buyer is burdened with protection of any intellectual property, including but not limited to rights under patent, copy-right, trademark, mask work, and trade secret laws in all regions worldwide, for designs, ideas, concepts, modifications or improvements to the Product. Agreement to this agreement hereby indemnifies Seller of any intellectual property infringement from third parties, including, but not exclusively, manufacturers, importers, traders and other supply chain professionals unrelated to this transaction. Buyer forfeits all protection in the event of a credit card charge back or fee reversal and design ownership will revert to Seller. Seller will be able to use designs for marketing purposes.
12. No License
These General Terms and Conditions for Sale of Samples, Prototypes and Services Purchases only apply to the sale of the Product and Services to Buyer, and not the reports/ studies provided to Buyer with the Product.
13. Disputes and Governing Law
Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute in Hong Kong. The Rules for Arbitration Institute in Hong Kong shall apply, unless the institute – taking into account the complexity of the case, the amount in dispute and other circumstances – determines, in its discretion, that the Rules of the Arbitration Institute in Hong Kong shall apply. In the latter case, the institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The place of arbitration shall be in Hong Kong. The language to be used in the arbitration proceedings shall be English.
Claims for payment for Product or work performed may however be instituted by ISS in any competent court of justice. These General Terms and Conditions for Sale of Samples, Prototypes and Services Purchases as well as any other agreement between ISS and the Buyer shall be governed by the substantive laws of Hong Kong.