Marco-Ling Fur Limited
Cipel (Cambodia) Co. Ltd.
Delivery and Payment Terms
The following terms apply between MARCO, referred to as the Processor, and the client, referred to as the Principal.
The following terms of delivery and payment are agreed between MARCO hereinafter referred to as “Processor” and the client, hereinafter referred to as “Principal”. These terms exclude any business conditions of the Principal. Terms deviating here from shall only be binding if agreed in writing with the Processor.
Orders are considered and accepted with the dispatch of the order confirmation. The latter describes the processing work to be performed under contract. In cases where, at the Principal’s request, the Processor invoices the processing work to the Principal’s client, the Principal shall remain fully liable for the invoiced sum. In such cases the Processor shall be entitled to agree to payment terms with the new debtor, without the Principal’s liability thereby being excluded or affected. The Processor is entitled to charge the prices valid on the day of delivery. Fixed prices require the written confirmation of the Processor. The sum invoiced for the processing work is payable net cash on receipt of invoice. This also applies to partial shipment if charged separately.
Orders for processing work worth up to US$250 shall be performed against cash on delivery only. The Processor is not obliged to accept bills of exchange; these shall not be deemed as cash payment. Cheques will only be accepted subject to cover.
Failing payment pursuant to the terms of contract the Processor will be entitled, without need for special reminder, to charge interest from the date payment was due in the amount of the credit costs he has to pay himself (bank interest plus charges), however at a rate not less than 4% above the Hong Kong bank discount rate, without prejudice to claims for further reaching damages.
While every effort is made to meet delivery dates, these are not binding. Factory stoppages and disruptions due to traffic, strikes, acts of state, force majeure, shortages of raw materials, supplies or fuels or other circumstances impeding delivery shall release the Processor from his duty to deliver for the period of impediment, and shall entitle him to withdraw from the contract either in full or in part without any liability for damages.
The Principal shall not be entitled to withdraw from the contract. No damages of any kind may be claimed by the Principal for late delivery resulting from the aforesaid circumstances.
Until payment in full the Principal shall assign the delivered goods to the Processor by way of collateral. The Principal shall take custody of the assigned items on behalf of the Processor without special consideration. The Processor shall gain co-title in proportion to the value of the processing work. The Principal shall only be entitled to realise or otherwise exploit (combine, blend, process etc.) the goods assigned by way of collateral within the ordinary course of business. The right to resell or otherwise exploit the assigned goods shall perish on suspension of payments, on petition for bankruptcy or on a deterioration in the financial situation of the Principal. The Principal shall not be entitled to dispose in any other way over the assigned goods, notably by way of assignment, pledge or chattel mortgage. In case of breach the Principal shall be liable to damages. The Principal shall be obliged to notify the Processor immediately of any attempts at seizure or distraint by third parties.
In all cases, however, the Principal shall assign to the Processor in advance his claims in respect of sales price, wage or other consideration in the amount of the secured debt. At the Processor’s request the Principal shall state the names of the parties from whom the assigned claims are receivable and shall notify them of the assignment. The Processor will be entitled to notify the debtors of the assignment on behalf of the Principal. The Principal shall be obliged to furnish the information required to assert the Processor’s claims against the debtors and to submit the relative documents. The Processor shall not collect the assigned claims as long as the Principal duly meets his payment obligations.
To avoid confusions the Processor shall be entitled to furnish skins from the Principal with a prick stamp on receipt. In respect of such marked skins the burden of proof in the event of mix-ups shall rest with the Principal. The processing will be performed in a proper professional manner with due care customary in the trade; however, the special conditions applicable to the processing of skins and furs necessitate the following provisos:
Complaints are to be lodged without undue delay and can only be considered if made in writing to the Processor at the latest within eight days from delivery of the goods and the goods are available for inspection. Hidden defects can only be considered if claimed in writing without undue delay on their discovery; however not later than one month from delivery of the goods. In case the processed goods are held at the Principal’s disposal at the Processor’s warehouse, the period for acceptance of claims shall perish after one month from completion.
In the case of justified claims lodged within the agreed period the Processor shall be entitled, but not obliged, to remedy the defect. The Principal shall only be entitled to claim a reduction in price if the defects are due to the fault of the Processor. Further claims, notably compensation for direct or indirect damages, are excluded. In case no agreement is reached on the question of warranty it is agreed that the matter shall be settled out of the court by arbitration pursuant to the then ruling arbitration rules. The Principal waives all rights of retention or set-off against counter-claims.
The goods shall be conveyed at the risk of the Principal, also in cases where delivery is effected freight prepaid or is otherwise arranged by the Processor.
Goods to be processed on contract shall be insured in all cases by the Principal for the period of storage and processing at, and during transportation to and from, the Processor’s premises. The Processor is willing, on written order, to insure the Principal’s goods within the scope of his insurance arrangements against payment of the actual premiums incurred. Packing and shipment costs shall be borne by the Principal. These charges will be based on the prices ruling on the day of delivery.
At the Processor’s option the place of performance and jurisdiction shall be Hong Kong. Notwithstanding, the Processor reserves the right to establish by unilateral declaration a different place of performance in the individual case. This may be done by written remark on the delivery note, the order confirmation or on the invoice. Hereby the agreement on the place of jurisdiction is not affected. The invalidity of individual provisions shall not affect the validity of the other provisions of these Delivery and Payment Terms.
Delivery and Payment Terms