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TERMS AND CONDITIONS
條款和條件

01. Unless otherwise agreed in writing by the Seller, the purchase price of the goods herein agreed to be sold (hereinafter called “the said goods”) shall be paid for in cash in US dollar currency before or at the time when the said goods shall be delivered in accordance with this Contract.
如果沒有得到賣方書面同意,本協議商定銷售的貨物(以下簡稱“標的貨物”)進貨價格將以美金計價,買方應該在符合本協議的標的貨物交付時或交付前用美金完成付款。

02. If the said goods are sold or order thereof are accepted on credit terms, such sale or acceptance of order is conditional on the right of the Seller to revoke and cancel such credit terms and to require cash payment for the price of the said goods AND until full payment of the price the property in the said goods shall not pass to the Buyer.
如果標的貨物是在信用證條款的基礎上被賣出或接訂單,那麽此銷售或接單有一個前提,即:賣方有權決定是否取消信用證條款並要求買方對標的貨物現金付款,標的貨物的所有權在買方全額付款後才會轉到買方手中。

03. The Buyer shall bear and pay for any duty, tariff or other expenses which may be imposed or the rate thereof increased after the signing of this Contract by both the Buyer and Seller or acceptance of purchase order.
買方應該承擔並支付任何關稅或征收的其它費用,支付接單或雙方簽訂合約後增長的費用。

04. Any deposit or purchase price or part thereof paid to the Seller is not refundable, and subject to condition 7(b) hereafter.
買方支付給賣方的任何押金、貨款或部分貨款是不可償還的,並且遵照以下7(b)條款。

05. The property in the said goods shall remain with the Seller unless and until the price of the said goods and/or interests, storage charges insurance premium and costs expenses and other charges and moneys, as the case may be, which the buyer is liable to pay herein shall have been fully paid notwithstanding the risks of the said goods may have passed to the Buyer and/or physical possession or custody of the said goods may have been given or delivered to or taken delivery of by the Buyer.
盡管標的貨物的風險可能已經轉移到買方手中或保管權已經交給買方,但標的貨物的所有權仍歸賣方所有,直到買方全額支付完成其則責任內的貨款、利息、倉儲費、保險費和其他一些依情況而定的費用為止。

06. As regards the Buyer only, the respective times herein stipulated for taking delivery of and payment for the said goods shall be of the essence of this Contract. The failure on the part of the Buyer to pay for the price of the said goods in accordance with such stipulations relating to payment thereof shall entitle the Seller to treat such failure as a repudiation of this Contract by the Buyer and the Seller shall have the right to repudiate further performance thereof and to recover all loss and damages suffered by the Seller arising out of the Buyer’s breach of contract.
關於買方,合同的關鍵是其中規定的移交貨物的時間和付款的時間。如果買方不能按照合同付款規定對標的貨物進行付款,那麽賣方有權拒絕繼續履行合同,並要求買方對由於買方違反合同規定而給賣方造成的損失進行賠償。

07. If the Buyer shall fail to take or accept delivery of the said goods or any part thereof, then on and as from the time when delivery of the said goods should have been taken by the Buyer, the risks or loss or damage or deterioration of the said goods from whatever cause arising shall pass to and be borne by the Buyer AND the Seller (without prejudice to the generality of the Seller’s rights herein and/or other rights and remedies available in equity and law) at the Seller’s sole discretion shall be entitled to exercise any one or more of the following options, namely :
如果買方沒能按時接手移交來的商品,那麽任何原因引起的標的貨物的風險、損失或破壞都將由買方來承擔;賣方(在不損害合同規定的賣方權利或法律範圍內的其它權利和補救方法的原則下)有權作出以下選擇,即:

(a) the Seller shall be entitled to hold the said goods but entirely at the risk and expenses of the Buyer for such time as the Seller shall in its sole discretion see fit. In such event, the Buyer shall pay to the Seller on demand all storage charges, insurance premium and interest on the price at the rate of 1.5% per month calculated on a daily basis from the date when the Buyer should have taken delivery of the said goods until delivery of the said goods shall have been taken and the price thereof fully paid. Notwithstanding the risks of the said goods shall have been passed to the Buyer as aforesaid, the property in the said goods shall not pass unless and until full payment of the above mentioned price charges and expenses and interest shall have been fully paid;
賣方有權持有標的貨物,但是在此情況下完全由買方承擔風險和費用。在此情況下,買方應該補償賣方要求的所有倉儲費、保險費、貨物每月1.5%的利息(從買方應該接貨之日起到買方買方接貨並完成全部付款之日為止)。雖然如上述所說,貨物的的風險已經轉移到買方手中,但是標的貨物的所有權直到買方全部付清上述費用和利息才轉移到買方手中。

(b) The Seller shall be entitled to treat such failure on the Buyer to take delivery a repudiation of this Contract by the Buyer AND/OR to avail itself the right to repudiate further performance on the part of the Seller of this Contract and to forfeit any deposit money paid herein as and for liquidated damages without prejudice to the rights to claim for losses and damages for the Buyer’s breach of this Contract;
買方可以把賣方的這種行為視為對合同的否定,或者有權拒絕繼續履行合同中買方的義務,並且在不損害賣方因買方違反合同規定而申請賠償損失的前提下,沒收買方的押金以補償已清算的損失。

(c) The Seller shall be entitled to (and the Buyer shall be deemed to have given consent to the Seller to) sell the said goods or any part thereof by public auction or by private contract on such terms and conditions and at such price and/or otherwise dispose of the said goods in such other manner as the Seller shall think fit without being liable to the Buyer for any loss or damage which may be occasioned thereby. In such event, the Buyer shall be liable to the Seller for any loss and damages the Seller may suffer, including interest overdue charges and any deficiency in price and all costs charges and expenses occasioned thereby.
賣方有權(買方被認為同意)通過公開拍賣或私人合同方式、按照這些條款並以此價格賣掉全部或部分貨物,或者賣方通過其認為合理並不用對買方可能發生的損失負責任的方式對標的貨物進行處理。在此情況下,買方應對賣方可能遭受的損失負責,包括利息晚付的費用、價錢的不足和可能發生的所有費用。買方應該知道並且承認:賣方必須從生產商那裏獲得標的貨物然後再賣給合同中的買方。此合同的簽訂有一個前提:生廠商應該在香港及時把上述貨物交予賣方,以便賣方轉售給買方。

08. The Buyer is aware of and acknowledges that the Seller has to acquire and/or obtain the said goods from the manufacturers/suppliers for re‐sale to the Buyer herein. This Contract is entered into on the basis and condition that the manufacturers/suppliers shall deliver to the Seller in Hong Kong the said goods in time to complete the re‐sale of the same to the Buyer.
買方知道並認可賣方不得不從製造商/供應商處取得和/或收到標的貨物用來轉售給買方,製造商/供應商應該按時將標的貨物交付給位於香港的賣方,以便完成轉售標的貨物給買方,本協議以此為基礎和條件製定。

09. If the manufacturers/suppliers shall fail to supply the said goods to the Seller in time, the Seller shall be entitled, entirely at the discretion of the Seller only, to rescind this Contract without being liable to the Buyer for loss or damages, if any, OR postpone the date of delivery of the said goods to the Buyer.
如果製造商/供應商未能按時提供標的貨物給賣方,那麽賣方有權廢除本協議,標的貨物完全任憑賣方處理,或推遲交付標的貨物給買方,不用為買方的損失或損壞(若有的話)負責。

10. If the said goods are transported to Hong Kong in and by different shipment, the late arrival of one shipment or the failure to arrive at all of the same shall not entitle the Buyer to repudiate this Contract, but the Buyer shall accept such portion of the said goods which shall have arrived at Hong Kong.
標的貨物運往香港時,如果裝船差異導致其中一批貨晚到達或所有貨不能同時到達,不構成買方拒絕履行本協議,買方應該接受標的貨物已到達香港部分。

11. If the said goods shall be damaged or lost while in transit from the manufacturers/suppliers to the Seller in Hong Kong or in storage before or after arrival in Hong Kong, the Buyer must take delivery of the said goods at an allowance to be determined by a duly qualified surveyor practicing in Hong Kong to be solely appointed by the Seller.
如果標的貨物在製造商/供應商運往香港賣方途中或在到達香港之前或之後的儲存過程中損壞或丟失,買方必須按一定折扣接受標的貨物,折扣經由賣方獨自指定的、在香港執業的、合乎資格的檢查員確定。

12. The Seller shall not be liable to the Buyer for any loss or damages arising out of or in connection with failure on the part of the Seller to deliver or delay in delivery of the said goods or parts thereof if such non‐delivery or delay shall be due to any contingencies beyond the control of the Seller including but not limited to the failure of the manufacturers/suppliers to supply to the Seller the same or to supply to the Seller the same in time, shortage of labour, Act of God, strike, shortage of raw material, war (whether declared or not), hostilities civil strike, commotion, damage and loss to the said goods while in transit (whether by air, sea or land transportation) from the manufacturers/suppliers to the Seller; delay by carriers (whether by air sea or land), delay caused by banks and go‐down in the release of the said goods, delay caused by failure to comply with and/or observe rules and regulations of government agencies abroad and in Hong Kong, failure to comply with terms of letters of credit and/or other bank documents and/or requirements of bankers of the manufacturers/suppliers.
12. 賣方未能交付或延誤交付標的貨物,如果這一未交付或交付延誤是賣方無法控製的或有因素導致的,包括但不僅限於製造商/供應商未能按時提供標的貨物給賣方、缺乏勞力、不可抗力、罷工、原材料短缺、戰爭(無論公告與否)、惡意的國內罷工、騷亂、從製造商/供應商運往賣方運送途中(無論是空運、海運還是陸運)產生的損壞或遺失、銀行和未能放行標的貨物引起的延誤、未能遵守和/或遵照國外政府機構和香港規章製度導致的延誤、未能遵照信用證條款和/或其他銀行文件和/或製造商/供應商銀行方的要求導致的延誤,賣方不將為買方的任何損失或損壞負責。

13. Notwithstanding that credit has been given for the payment of the price of the said goods, the Seller shall be entitled to retain possession thereof until payment.
盡管已給予標的貨物貨款支付一定帳期,但賣方有權保留標的貨物所有權直至付款。

14. In addition to any right of lien which the Seller may be law be entitled, the Seller shall (in the event of the Buyer’s insolvency and/or failure to make payment of the price as stipulated herein) be entitled to a general lien on all the goods of the Buyer in the Seller’s possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Buyer by the Seller under this Contract or other agreements.
如果買方破產和/或無法按照協議規定付款,那麽除了在法律上授權給賣方的任何留置權之外,買方所有貨物的一般留置權將被授予賣方,在賣方的管理之下(盡管這些貨物或其中部分的貨款可能已經被支付),用於任何其他按照協議或其他約定由賣方交付給買方已銷售的未付款貨物的貨款支付。

15. No warranty condition description or representation on the part of the Seller is given or implied by this Contract nor is any warranty condition description or representation to be taken to have been given or implied from anything said or written in the negotiations between the parties or their representatives prior to this Contract and any statutory or other warranty condition or description express or implied as to the state quality or fitness or merchantable quality of the said goods subject to this Contract is hereby expressly excluded.
既沒有在本協議中給出或暗示賣方保證條款說明或表示,也沒有在本協議和任何法令之前的雙方或其代表的談判中口述或書面任何事給出或暗示接受任何保證條款說明或表示,或關於以本協議為條件的標的貨物品質狀況或適宜性或適銷品質的其他保證條款或描述明示或暗示,在此特別指出被排除在外。

16. Should any dispute arise with regard to the state or quality or fitness or merchantable quality or condition of the said goods or otherwise in connection with the terms of this Contract, the Buyer shall nevertheless take delivery of the said goods and make due payment therefore as herein agreed.
不論關於標的貨物的狀態或品質或適宜性或適銷品質或條件或與本協議有關條款相違背所產生的任何爭議,買方仍然應該接受標的貨物,並根據協議定期付款。

17. It is hereby expressly provided that the said goods delivered by the Seller hereunder shall be deemed to correspond with their description if they correspond with the sample (if any) which has been produced to and examined by the Buyer.
如果賣方交付的標的貨物的說明與已出示給買方並經買方檢查過的樣品(若有的話)一致,那麽賣方交付的標的貨物應該清楚地被認為與標的貨物的說明一致。

18. The description hereinbefore given of the said goods has been given by way of identification thereof only and the use of such description shall not constitute a sale by description.
在協議中給出的有關標的貨物的說明僅僅是為了辨認鑒定標的貨物,這種說明的使用不應該被視為憑說明銷售。

19. Notwithstanding that a sample of the said goods (if any) may have been exhibited to and inspected by the Buyer, it is hereby declared that such sample so exhibited and inspected was solely to enable the Buyer to judge for itself of the quality of the bulk, and not so as to constitute a sale by sample under this Contract. The Buyer shall take the said goods at its own risk as to their correspondence with the said sample or as to their quality condition or sufficiency for any purpose.
盡管標的貨物樣品(若有的話)可能已經被出示並經買方檢測,但是在此需要澄清的是經過證明和檢測的樣品僅僅是用來使買方能夠自行判斷桶裝貨物的品質,並不是為了製定在協議下憑樣品銷售。買方應該自行承擔與標的樣品一致的標的貨物風險,或承擔標的貨物品質風險,或任何目的充分理由。

20. The Seller will not be responsible for the quality or fitness of the said goods for any purpose but the Buyer must take them on its own judgment as the result of its examination of the same. Nor shall any description of the said goods given by the Seller constitute a sale by description.
不管出於何種目的,賣方都不將為標的貨物的品質或適宜性負責。買方必須根據同樣貨物的測試結果自行判斷並承擔品質或適宜性責任。賣方提供的關於標的貨物的任何說明不應該視為憑說明銷售。

21. The Seller binds itself only to the delivery of the said goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of the Seller’s opinion in that behalf. The Seller does not give any warranty as to the quality state condition or fitness of the goods, which must be taken by the Buyer with all faults and imperfection.
賣方僅僅允諾交付的標的貨物符合據此出售的一般性說明,無論是不是按照法律應該給出或暗示的任何專門的或特殊的說明。任何這樣的專門的或特殊的說明應該僅僅被視為賣方站在其立場上觀點的表達。賣方不會針對貨物的品質狀況條件或合適性作出任何保證,並不保證商品沒有瑕疵和不完整性,買方必須承擔這些。

22. The Buyer shall not cancel, modify or change any term or condition hereof without the Seller’s written consent. No claim or right of the Seller will be waived or renounced in whole or in part unless the waiver or renounciation of such claim or right is acknowledged and confirmed in writing by the Seller.
如果沒有賣方書面同意,買方不得取消、修改或變更本協議的任何條款和條件。賣方未索賠或尋求權利將不被視為全部或局部放棄或作罷,除非這些索賠或尋求權力的放棄或作罷得到賣方的書面回執確認。

23. This Contract shall be governed by the laws of Hong Kong and both the Seller and the Buyer irrevocably submits to the jurisdiction of the Courts in Hong Kong.
本協議按照中華人民共和國香港特別行政區法律製定和詮釋。有關由本協議引起的、與本協議有關的任何法律訴訟或起訴,買賣雙方均應不可撤銷地服從香港特別行政區法院的管轄和約束。

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