General Terms of Business – Wholesale – of HongKong Spade International Co., Limited

Clause 1 Definitions

1.1 ‘Agreement’ shall mean every agreement established between HongKong Spade International Co., Limited (hereinafter also "SPADE") and the customer, each modification thereof or supplement thereto, as well as all (legal) activities in preparation and execution of an agreement.

1.2 In the following provisions ‘Customer’ shall mean the person to whom SPADE makes an offer for delivery of goods and/or services as well as the person with whom SPADE makes an agreement for delivery of goods and/or services.

Clause 2 Applicability

2.1 Our wholesale business conditions shall apply exclusively to all deliveries of goods and/or services by SPADE to the customer, as well as to all agreements pertaining thereto and all activities relating thereto, both of a preparatory nature, like offers, confirmations of order and deliveries.

2.2 Divergent terms shall exclusively apply if and in so far as this has been confirmed and approved in prior writing by SPADE and shall only apply to the relevant agreements.

Clause 3 Offers

3.1 An agreement shall only come into effect when SPADE has full knowledge of the customer order and accepts it, and shall be perfected from the date when the order is confirmed and sent to the customer.

Your order normally will be followed by us within 3 workdays. If there is no reply, welcome to contact with our sales team(sales@spadewholesale.com)

3.2 All statements regarding the price, quantity, size, weight and/or other specifications of the SPADE products are carefully defined but not binding upon SPADE, SPADE cannot guarantee that no deviations will occur in this respect.

Clause 4 Charges, price and costs

4.1 SPADE reserves the right to adjust the prices adequately after conclusion of the contract, in case of cost increases or cost decreases, for instance, rates of exchange, wages, raw materials, semi-manufactures, packing material.

4.2 Unless otherwise stated, SPADE's applicable price does not include VAT and any other taxes, and any expenses incurred for the purpose of this agreement, including transportation and accounting expenses. All these expenses shall be borne by the customer.

4.3 Unless otherwise expressly stated or otherwise agreed by SPADE, the prices quoted by SPADE are US Dollars EXW price.

For other kinds of currencies,  the prices can be quoted by our sales team according to the details, for instance, the rates of exchange. Prices are only valid after confirmation by our sales team.

Clause 5 Delivery

5.1 Delivery will be made EX warehouse unless otherwise agreed.

5.2 The customers are required to fulfill contractual obligations. If the customers were to refuse or delay acceptance of the items purchased, SPADE may:

a). Demand that the customer complies with its obligations and pays the established price, as well as any late-payment interest if payment is outstanding. Simultaneously, notwithstanding the foregoing, SPADE may store or deposit the merchandise, in which case it shall notify the customer by duly authenticated means that the goods are at its disposal and the customer shall be liable for the expenses incurred in keeping the products in storage or deposit if the goods are not accepted for any reason.

b). Terminate the contractual relationship, in which case SPADE shall be able to transfer the merchandise to third parties.

c). Notwithstanding the foregoing, SPADE shall be entitled to the relevant indemnification for damage and loss.

Clause 6 Payment

6.1 Payment of the products shall be made immediately in advance. If, due to the nature of the transaction or to circumstances specific to the customer, payment cannot be settled in the above-mentioned manner and has to be deferred, subject to SPADE‘s express written consent, the customer must furnish an on-demand guarantee jointly and severally with a credit or financial institution of internationally acknowledged standing.

6.2 The customer is not entitled to set off the amount owing to SPADE against the amount he believes SPADE owes him. Furthermore, the customer shall not have the right to suspend any payment obligation towards SPADE.

Clause 7 Liability for defects

7.1 The precondition for a claim against a customer based on a defect is that the customer immediately fulfills the obligation to examine and lodges a complaint regarding the defect of the delivered goods.

7.2 In case the delivered goods are defective, SPADE is free to remedy the defects or subsequently deliver the faultless goods. In case the defects are failed to remedy by SPADE, the customer can withdraw from the contract or claim the reduction of the purchase price. SPADE is liable in accordance with the provisions, as far as we or our personnel performing the obligation are responsible for the intentional or gross negligence of the violation.

7.3 Claims are limited to typical and foreseeable damage. The responsibility for culpable injury life, physical or health damage and peremptory product liability is not affected. With exception of the provisions above, SPADE's responsibilities are not included. Based on the defects of the delivered goods, the customer's claim is subject to a 12-months limit from the risk transfer to the customer.

Clause 8 Liability

8.1 Except as the provisions mentioned under "liability for defects", all other claims for liability are excluded without regard to the legal nature of the claim. This exclusion also applies to claims for reimbursement of expenses. All limitation of liability shall also apply to our staff or personnel employed to perform our obligations.

Clause 9 Reservation of Title

9.1 The ownership of all goods delivered by SPADE to the customer shall be retained until full payment of all our claims are effected. In case the customer behaves contrary to the terms of the agreement, particularly in case of default, we are entitled to take back the goods and by this withdraw from the contract.

9.2 The customer shall not be allowed to pledge the goods delivered by SPADE or otherwise encumber them with a restricted right, as long as they are under retention of title.

9.3 If and as long as SPADE is the owner of the products, the customer shall inform SPADE immediately if the products are (or threaten to be) attached or if third parties otherwise lay claim on the products or part thereof. Furthermore, the customer shall immediately inform the bailiff levying attachment and third parties of Vs (proprietary) rights. In SPADE's addition, the customer shall inform SPADE at its first request where the products are. The customer guarantees that an attachment of the products is immediately lifted.

9.4 In the case of a (provisional) moratorium on payments or bankruptcy the customer shall inform SPADE immediately thereof and indicate to the administrator or the receiver SPADE’s (proprietary) rights.

9.5 The selling retail price should be set according to our suggested retail price. Without our written confirmation, the customer cannot unilaterally set the price. If the retail price of the customer exceeds the range of our suggested retail price (5-10%), the customer must contact us and obtain our written consent.

Clause 10 Intellectual property, copyrights and confidentiality

10.1 The customer shall not be allowed to remove or alter any indication of brands, trade names, patents or other rights from the goods delivered by SPADE, including indications about the confidential nature and confidentiality of the goods delivered or to alter or to copy the products or any part thereof. The customer will be obliged to impose this proviso on his customer by way of a third-party clause.

10.2 SPADE assumes no liability for infringements of third party intellectual or industrial property rights caused by the modifications made to the delivered goods without SPADE‘s consent.

10.3 The customer agrees to keep all documentation and/or information received directly or indirectly from SPADE, since the first contact established between SPADE and the customer through to the execution of the sale and purchase and thereafter, strictly confidential.

10.4 Any failure to comply with this condition shall entitle SPADE to terminate the contractual relationship on grounds of a breach.

Clause 11 Protection of Children and Young People 

11.1 The customer acknowledges that SPADE has notified that available items are subject to legal or administrative sales restrictions and are not available to children or young people in his local. SPADE is assured and promised by the customer that the customer would comply with all applicable laws, legal requirements and sales restrictions regarding the protection of children and young people.

11.2 The customer agrees to indemnify, defend and hold SPADE any and all claims and damages, costs and expenses (including reasonable attorney's fees) arising from third- party distribution, marketing, or sale of any other form of goods to his customer by the customer.

Clause 12 Environmental protection and social responsibility

12.1 We are committed to environmental protection, determined to use all environmental raw materials manufacturing. All our products conform to EU standards. We always advise buyers to pay attention to environmental protection in the process of purchase and use. In addition, we also pay great attention to the promotion of environmental protection concept in the market.

12.2 SPADE assumes no liability for the customer’s destroying and polluting the environment, as so as any environmental pollution caused by uncontrollable external factors.

Clause 13 Disclaimer

We provide safe adult toys for the novelty only. We are not responsible for any personal injury caused by the buyer's improper operation and other uses.

Warning: This product may contain a chemical known to the state of California to cause cancer, or birth defects or other reproductive harm.

Venue

Exclusive venue for any disputes between SPADE and the customer is Hongkong, China. Nevertheless,  SPADE is entitled to sue the customer at his forum domicilii. Our place of business is place of performance.