GENERAL TERMS AND CONDITIONS OF USE OF WEBSITE AND SALE OFPRODUCTS
These General Terms and Conditions (hereafter “T&Cs”) govern the relations between Starlight Enterprises Ltd. (hereafter “Seller”), its customers, and the users of its websites (both customers and users hereafter referred to as “customers”) www.alivecor.hk and alivecor.becomingjenny.net (hereafter “Website”) in regards to the services offered on the Website (hereafter “Services”) and to the purchase and sale of Seller products ordered via the Website (hereafter “Products”).
These T&Cs may be changed by Seller from time to time on the Website, and the latest version of these T&Cs at any point in time will govern any future usage by users of the Website and the sale and purchase of Products.
The materials on the Website belong to or are licensed to Seller, and are protected by Hong Kong and other copyright laws. Customer may [e-mail], [download], or print copies of the materials on this Website, but only for Customer’s use and subject to including all copyright and other notices that are in the materials. All trademarks are the property of their respective owners. Customer shall not to display or use the Seller logo or trademarks in any manner without Seller’s prior written permission.
There may be special rules for the use of materials provided on certain parts of this Website. These special rules will be posted near the materials.
Any use by Customer of the materials or trademarks on this Website in a way that is not clearly allowed by these T&Cs, is in violation of these T&Cs and may be violating copyright, trademark, and other laws. In that case, Seller may revoke Customer’s access to use this website. All rights not expressly granted are reserved.
All content on this website is provided to Customer on an “as is” basis, and Seller makes no warranty as to the accuracy, completeness, or reliability of any content available through this Website.
PRODUCT INFORMATION SUPPLIED TOCUSTOMER
Catalogues and price lists are supplied to Customer purely for information, and nothing contained therein shall form any part of these T&Cs. Where Products and prices offered to Customer are those provided for in a written agreement(hereafter “Written Agreement”) or order confirmation (hereafter “Order Confirmation”), Seller may only change the list of such Products and prices in accordance with the terms of such Written Agreement or Order Confirmation.
Save as provided in Seller’s Warranty Policy, Seller makes no representation or warranty regarding Products. Seller shall use its reasonable efforts to deliver Products which conform to the Product specifications issued by Seller or included in Seller’s Product catalogues user manuals or other Product information documents but reserves the right to change or modify the design, specification or source of the products but only in accordance with the terms of any relevant Written Agreement or Order Confirmation, where one exists. Customer shall store Products in facilities appropriate for Products’ future use, and shall not use Products after the specified ‘Use before Date’.
Customer may submit orders for Products through the Website.
Any order made through the Website shall be binding upon Customer at the time of submission to Seller via the Website. Seller may be requested to give an e-mail confirmation (hereafter “Order Confirmation”) in respect of any order.
Customer shall not cancel any order, in part or in whole, once Customer has submitted such order, unless Customer: (i) notifies Seller of the desired cancellation before the Products are delivered by Seller, and (ii) agrees to pay Seller a cancellation fee amounting to fifty percent (50%) of the total order or part order to be cancelled.
DELIVERY, TITLE, RISK
Products are sold DDP at the customer address as fixed in the Written Agreement or Order Confirmation. The risk associated with loss of, or damage to, Products shall be for Customer’s account as from the time of placing at the disposal of the buyer, cleared for import and ready for unloading at the named place of destination.
Title to the Products shall pass to Customer when Seller receives full payment from Customer until title in the products shall be retained.
Customer shall not refuse delivery of partial shipments or of any shipment that includes Product errors or damaged Products. To notify Seller of damaged products or errors, Customer shall make the appropriate notice on the shipment documents at the time of delivery of Products, and shall send a copy of such annotated shipment documents to Seller at the latest ten (10) days after such delivery. Failing such notification, Customer shall have no right to claim that Products shipped were not in perfect condition and corresponding to the invoice and Seller shallot be responsible for any defects which examination of Products would or should have revealed.
Customer shall store the Products until returned to Seller.
In case of faulty Products, Seller shall use its reasonable efforts to promptly ship, at Seller’s exclusive cost, replacement Products to Customer. Such replacement Products shall be invoiced separately to Customer, at the prices agreed in the accepted order, while Products returned and accepted by Seller pursuant to Seller’s Product return policy shall be credited to Customer at the invoiced price.
PRICES, INVOICES, PAYMENTTERMS
The Product prices are as provided for in the relevant Written Agreement or Order Confirmation or, if there is no such agreement, on the global pricing list provided to the Customer on the Website. All prices are exclusive of duty or tax, in particular VAT, which Customer shall be liable to pay at the applicable rate from time to time.
Seller shall use its reasonable efforts to issue invoices for Products on the day of shipment of an order. Any one order may result in several and separate invoices from Seller in case of separate shipments, provided that each invoice shall clearly reference the order it corresponds to.
Customer shall pay all invoices for Products as advance payment, except as may be otherwise provided for in the relevant Written Agreement or Order Confirmation. Payment shall be considered as effective only upon receipt of the full amount invoiced, without any deduction of any kind, into the bank account identified separately by Seller to Customer, in the currency specified in the invoice.
Any amount not received by Seller when due shall automatically accrue interest until date of payment at the late payment interest rate of four percent (4%) above the base rate of the Hong Kong and Shanghai Bank from time to time. At its sole discretion and in addition to the interest mentioned in this clause, the Seller may charge a late payment fee of HK$30 on all outstanding amounts.
Seller may suspend any further shipment of Products, even after orders have been accepted, until any and all overdue amounts, including accrued late payment interest charges until the date of actual payment, have been paid into Seller’s bank account. Such remedies are in addition, not in lieu of, any other remedies available to Seller under applicable law.
Customer shall not be entitled to deduct or set off against any sum due to Seller any monies which are not presently payable by Seller or in relation to which Seller disputes liability.
LIMITATION OF LIABILITY – FORCEMAJEURE
Seller shall use reasonable efforts to deliver Products upon the dates or within the delays specified in the accepted order, but Seller shall not be liable in case of late delivery, and Customer shall not refuse, in part or in whole, any delivery of Products due to any delaying shipment.
Seller shall not be liable to Customer for failing to perform, in whole or in part, any obits obligations if such failure is caused by Force Majeure. Force Majeure is understood, forth purposes of these T&Cs, to include any and all events beyond the reasonable control of Seller. Seller shall inform Customer of the occurrence of the Force Majeure event promptly, as well as of the expected effect on the fulfillment of Seller’s obligations.
Moreover, Seller shall use its reasonable efforts, however, to mitigate the consequences of Force Majeure, or to find alternative means of fulfilling its obligations in reasonably comparable economic ways. In case Force Majeure is preventing, or expected by Seller to prevent, Seller from delivering Products ordered to Customer for more than thirty (30) days past the planned date of delivery, Customer and Seller shall have the right to cancel the concerned order in whole or in part, by informing the other party in writing at any time before the effective shipment of the Products by Seller.
Seller grants Customer with respect to the particular Products that benefit from product warranty, a Product warranty in the terms as set out in Seller’s Warranty Policy. The remedies set out in such Warranty Policy are the only remedies available in the event of breach of such warranty.
The terms and conditions for product returns shall be derived from the Seller’s Warranty Policy.
Customer shall immediately notify the Seller at the Seller address by telephone and fax with a letter of confirmation by registered mail of any information on product performance or safety including, but not limited to, any malfunction, failure, deterioration in the characteristics and/or performance, as well as inaccuracies in the instructions for use, coming to the attention of Customer in respect of any Product. Customer shall handover to Seller all relevant documentation pertaining thereto including in relation to end-users, customers and patients.
Personal data which Customer provides or which is obtained in dealings with Customer maybe held by Seller in accordance with the applicable data protection laws and will be used by Seller, affiliates, its agents and sub-contractors to provide the Products and to review, develop and improve the Products and any related services and to enable Seller to provide Customer and other customers with relevant information through marketing materials.
Seller shall be entitled (without prejudice to its other rights and remedies against Customer) by notice in writing to Customer to terminate or suspend any agreement for the purchase of Products if Customer
- permits any judgment to be taken or levied against it, becomes insolvent or unable today its debts, goes into liquidation or enters into any voluntary arrangement with its creditors or members, commences or has commenced against it any proceedings for liquidation or any voluntary arrangement, has a receiver or administrative receiver appointed over any of its assets, presents or has presented against it a petition for the appointment of an administrator or applies for an administration order, has a moratorium imposed pursuant to section 1A Insolvency Act 1986 (as amended); or suffers or undertakes anything analogous to the foregoing under the laws of any applicable jurisdiction; or
- breaches any of its obligations under these T&Cs.
The validity, interpretation and enforcement of this Agreement shall be governed solely by the laws of Hong Kong.
To the extent legally possible, and in the event the parties cannot find an amicable solution after reasonable efforts and negotiations, all disputes that arise out of this Agreement or in connection therewith shall be heard by the competent courts of Hong Kong. Notwithstanding the foregoing, Seller shall have the right to seek injunctive relief and/or bring in an action for payment of debts against Customer before any competent court, including courts with jurisdiction according to the registered address of Customer or the address of shipment origin or destination of Products.
Seller shall not be deemed to have waived any of its rights or remedies whatsoever unless such waiver is in writing and signed by a duly authorized representative of Seller. No delay or failure of Seller in exercising or enforcing any of its rights or remedies shall operate as a waiver thereof.
The invalidity or unenforceability for any reason of any clause or part thereof in these T&Cs shall not prejudice or affect the validity or enforceability of the remainder.
Customer may not assign or transfer any of its obligations under this agreement without the prior written agreement of Seller.
Any notice required or permitted to be given by one party to the other under these T&Cs shall be sent by registered mail or by special courier to the other party at the address provided in the Order Confirmation of Seller, or at any other address subsequently notified by one party to the other; any such notice shall be deemed to have been received not later than ten (10) days after having been handed over to the post office or to the special courier service.