MASTER SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT (“AGREEMENT”) IS MADE ON THE Commencement Date BETWEEN Regent Fine Furniture Limited, a company incorporated under the laws of Hong Kong with Company No. 752897 with its registered office at 21/F Vertical Square, 28 Heung Yip Road, Wong Chuk Hang, Hong Kong, (“RFF”) together with its related entities, trading as “Rochdale Spears Projects” and the Customer.
Hereinafter, RFF and Customer, when mentioned separately are identified as “Party” and together, are identified as “Parties”
WHEREAS
A. RFF and its Related Entities are in the business of designing, developing, manufacturing and distributing furniture and related
accessories.
B. Customer wishes to buy, and RFF hereby wishes to supply Products to Customer for Project, on the terms and conditions set out in
this Agreement.
IT IS HEREBY AGREED AS FOLLOWS:
1. Interpretation
In this Agreement, unless the context otherwise requires, the following definitions apply:
“Affected Party”
has the meaning given to that term in Clause 16.1.
“Applicable Laws”
means all laws, statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judgements, orders, decisions, rulings or awards of any government agency or department anywhere in the relevant to this Agreement jurisdiction(s), including the chosen governing law in Clause 28.
"Confidential Information"
means any information (including but not limited to all technical, corporate, business, and other proprietary information) which is disclosed to Customer by RFF and its Related Entities under or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such).
“Commencement Date”
means the date of acceptance of the relevant Quotation by the Customer (or such other date as agreed in writing between the parties)
“Customer”
means the person, firm or company, stated in the heading of the relevant Quotation and/or Purchase Order, purchasing Products from RFF.
“Deliverable”
means any documents, drawings, samples, maps, plans, diagrams, designs, pictures or other image, tape or disk, manuals, user guides, materials, models, prototypes, reports and altered Specification(s) to be delivered by RFF to Customer pursuant to this Agreement.
“Deliverable IP”
means all Intellectual Property Rights in Deliverables which arise after Commencement Date as set out in Clause 13.2 and Clause 13.3.
“Delivery Date”
means the date specified for delivery in Purchase Order.
“Delivery Location”
means FOB Ho Chi Minh Port unless otherwise is agreed in writing between the Parties.
“Force Majeure Event”
Means any circumstances beyond the reasonable control of Party, including any act of God, war, hostilities, riot or civil commotion, fire, explosion, flood or other natural disaster; intervention by any customs or other authority; any delay, detention or loss of any carrying vessel or other means of transport or any other event which could not have been reasonably provided against before entering into this Agreement, could not have been reasonably avoided or overcome after having occurred and is not attributable to Affected Party.
"Intellectual Property"
means any patent, copyright, registered and unregistered design, trademarks, know-how, trade secrets or other industrial or intellectual property rights either registered or unregistered in respect of Products, and applications, renewals or extensions of for any of the foregoing.
“Invoice Value”
means Sales Price less any allowances, rebates or returns in respect of those Products, in relation to each invoice for any of Products purchased from RFF by Customer.
“Manufacturer”
means Rochdale Spears Company Ltd. of Dong Ba quarter, Binh Hoa ward, Thuan An town, Binh Duong province, Vietnam
"Products"
means the various categories of furniture and related products, listed in the relevant Quotation and/or Purchase Order, manufactured by the Manufacturer which are sold by RFF and/or its Related Entities to Customer.
“Project”
means the development and/or project mentioned in the relevant Quotation and/or Purchase Order (as the case may be) being undertaken by the Customer.
“Purchase Order” or “PO”
means an order for Products placed by Customer in accordance with Clause 8.3 and Schedule 1.
“Quotation”
means a formal statement of offer containing statement of price, description of Products and/or services (submitted by RFF to the Customer in response to a request for quotation)
“Related Entities”
means any entity who is a related or associated entity of RFF and part of the Rochdale Spears Group of Companies including but not limited to Rochdale Spears Company Ltd.
“Specification”
matrix means the specification(s) for Products, including but not limited to drawings, samples, descriptions, patterns, models, designs, plans, data, instructions or other material as set out in Schedule 2.
“Term”
means the term as specified in Clause 2.
"Trademarks"
means the “Resource Decor”, “Sonder Living” trademark and any variations thereof and any trade marks as used by RFF and its Related Entities including its licensed brands on or in relation to Products at any time during this Agreement.
“Sales Price”
means the price in USD which is charged by RFF to Customer as specified in Schedule 1.
“Warranty Period”
means for any Product a period of twelve (12) months commencing from the date of delivery of Products to their Delivery Location.
2. Term of the Agreement
This Agreement shall be operative from the Commencement Date or until the completion of Project ("Term") unless it is terminated earlier in accordance with Clause 21.2 of this Agreement.
3. Obligations of Customer
3.1 Customer hereby shall:
(a) place all purchase orders (“Purchase Order”) for all Products directly with RFF.
(b) provide RFF with the Product(s) Specification (“Specification”) that are acceptable to both Parties and ensure that the terms of
Purchase Order and any information provided in Specification are complete and accurate in all material respects. For avoidance of
doubt, the Customer will ensure that the Specification(s) are in compliance with the laws and regulations of the country the
Products will be utilized in. Further, the Customer accepts that the Products supplied by RFF may have slight variations in color,
shading, graining, blotches or texture, etc., within the industrial tolerance.
(c) ensure compliance with all laws and regulations applicable to the sale of Products in the relevant jurisdiction and indemnify RFF
and its Related Entities against any liabilities arising from any non-compliance thereof.
(d) be bound by all trading and payment terms established by RFF for order processing from time to time for all sales of Products to
Customer pursuant to this Agreement, except to the extent that any of the same is inconsistent with any of the provisions of this
Agreement, in which case the latter shall prevail.
4. Obligations of RFF
4.1 RFF hereby shall:
(a) supply Products that (i) are new, of merchantable quality, free from failures and defects in design, material and workmanship, and
remain so for the Product Warranty Period (“Warranty Period”); (ii) in a sufficient quantity within reasonable time as per Purchase
Order(s); and (iii) in satisfactory quality and fit for any purpose held out by RFF or made known to Customer.
(b) have the right to update the price(s) of Products upon consultation with Customer and RFF shall provide Customer with a notice of
such a price update.
(c) be entitled to make reasonable alterations to Specification(s) provided by Customer for the purpose of improving the quality of
Products and/or if required by any applicable statutory or regulatory requirements. Customer will be provided with a notice.
(d) provide access to RFF’s factory and showroom for the presentation and product briefing to Customer subject to Clause 14
(Confidential Information) and the signing of confidentiality/non-disclosure agreement by Customer.
5. Manufacturing
5.1 For avoidance of doubt manufacturing of the Products will not commence until:
(a) all shop drawings and/or material samples (as the case may be) are approved in writing by the Customer; and
(b) the Advance Payment has been received by RFF.
5.2 From date of receipt of, both, the Advance Payment and of the written approval for all the shop drawing and/material samples (as the
case may be) by RFF from the Customer, the manufacturing lead time for
(a) the Products will be 100 working days; and
(b) the proto-types of the Products will be 35 working days;
5.3 The prices do not include any upholstery material costs unless clearly stated in the relevant Quotation.
5.4 The prices listed in the relevant Quotation include 175lbs standard cardboard packing. Any additional packing or Plywood Crating can
be provided to the Customer at an optional and additional cost.
6. Delivery
6.1 RFF’s standard terms for delivery of Products specified in each Purchase Order will be FOB Ho Chi Minh Port (“Delivery Location”) on Delivery Date (“Delivery Date”).
For avoidance of doubt, the Customer will be responsible for paying the shipping expenses directly to the carrier. In the event the Customer requests RFF to provide freight/shipping, then the shipping/freight expenses will be included in the Quotation and will be payable to RFF.
Please note that Delivery Dates are based on estimates, depending on the Manufacturer’s factory schedule at the time of Purchase Order, and exact delivery dates to be confirmed on acceptance of the Purchase Order by RFF.
6.2 Inspection and Rights with Respect to Non-Conforming Products. Customer, upon receiving Products, shall have a reasonable opportunity to inspect Products to determine if Products conform to the requirements of this Agreement. If Customer, in good faith, determines that all or a portion of Products are non-conforming. Customer must provide detailed written notice to RFF of the reason for rejecting Products and such written notice shall state full details (including photographs) of the defect(s) or problem(s) including the date of purchase (details of proforma invoice and/or commercial invoice) and product and model detail.
Once the notice has been received by RFF, Customer and RFF shall collaborate together to (a) repair or replace the defective Products by engaging a third party (which is mutually acceptable by both RFF and Customer) at RFF’s expense; or (b) return Products by reasonable means to RFF at RFF’s expense and obtain a refund for the price of the defective Products. For avoidance of doubt, such expenses require prior written approval of RFF.
Customer may choose the appropriate option for non-confirming Products only within Warranty Period. RFF will have up to four (4) months from the return of Products to remedy, at its own cost, any identified defects, including the total replacement, under the terms of this Agreement.
6.3 Storage. RFF is not responsible for storage of ordered Products when Customer is unable to accept the delivery of Products, and in such case the costs of storage is Customer’s responsibility. Customer shall have an appropriate insurance coverage in place prior to delivery by RFF in accordance with Clause 10.3 (Insurance). Further, the Customer agrees to pay any demurrage or storage cost incurred due to the late payment of the relevant Invoice and resulting in immobilization of the Products during transit.
6.4 Delays. If Products cannot be shipped according to Delivery Date on Purchase Order due to the unusual circumstances, RFF shall notify Customer of the delay and the cause for such delay in no later than thirty (30) days prior to Delivery Date and/or as soon as practicable, and Parties shall work together to reach an equitable solution, including a new delivery date, to resolve the issue.
7. Title / Risk of Loss
7.1 The title to Products shall pass to Customer upon the complete payment of all monies due under the relevant invoice issued by RFF.
7.2 The risk in Products shall pass to Customer on completion of delivery as set out in Clause 6 (Delivery). Customer shall pay reasonable shipping costs in accordance with its shipping instructions, but RFF shall be responsible for packaging, shipping and safe delivery, and shall bear all risk of damage or loss until Products are loaded on Customer's nominated vessel or collected by Customer's nominated forwarder.
8. Payment Terms
8.1 Pricing. (a) The prices for Products paid by Customer to RFF are RFF’s Sale Price (“Sale Price”) in effect on the date of acceptance and confirmation by RFF of Purchase Order received from Customer.
(b) Sales Price(s) are exclusive of amounts in respect of: (i) any bank charges imposed in relation to the payment of Invoice Value (“Invoice Value”); (ii) any costs associated with any advance payment guarantee or bond; and (iii) any interest charges by RFF’s banks.
(c) Any size, material, finish specification or quantity change could be subject to revision of Sales Price.
(d) Proto-types of Products are charged at two times the quoted unit rate price.
8.2 Payment of Taxes. (a) Customer agrees to pay all applicable in the jurisdiction(s) taxes, including export taxes (if any) that arise as a result of sale under this Agreement.
(b) If RFF is required by any Applicable Laws (“Applicable Laws”) to apply withholding taxes or if any other sales or income related taxes are levied in relation to any payments contemplated by this Agreement, RFF shall take any action requested by Customer (not prohibited by any Applicable Law(s)) that may reduce the tax liability arising under this Agreement, including but not limited to, applying on its own or on behalf of Customer for reduced withholding rates, concessionary tax rates or other favorable treatment.
8.3 Invoicing. (a) Orders for all Products shall be placed directly with RFF. Products shall be invoiced to Customer. Invoices shall be payable in 50% of the total amount of Purchase Order in USD to RFF’s designated Hong Kong bank account within seven (7) days from the date on which Customer receives an invoice (“Advance Payment”) and 50% of the total amount of Purchase Order prior to the release of the shipping documents to Customer (“Balance Payment”).
(b) If Customer disputes any invoice or other statement of monies due, Customer shall within seven (7) days of receipt of the same notify RFF in writing. Parties shall negotiate in good faith to attempt to resolve the dispute promptly. RFF shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where only part of an invoice is disputed, RFF will have a right to decide whether the undisputed amount shall be paid on the invoice due date as set out in this Agreement and whether RFF’s obligations to supply Products in whole or in part shall be affected by any payment dispute.
(c) In addition to any other right or remedy provided by law if Customer fails to pay on the invoice when due, RFF has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement in accordance with Clause 12 (Default) and/or seek legal remedies.
(d) In the event, Customer does not make a payment for any Purchase Order in accordance with Clause 8.3(a), then for all subsequent Purchase Orders following such a default in payment, Customer will be required to pay first 100% of the total past-due amount to RFF within five (5) business days upon Customer placing a new purchase order with RFF and the subsequent acceptance and confirmation by RFF of such a purchase order.
9. Representations and Warranties
9.1 RFF represents and warrants:
(a) Products and materials supplied: (i) are merchantable, fit and safe for the purposes for which they are intended (and reasonably
foreseeable) to be used by Customer and by guests, patrons and employees of the receiving establishment; (ii) do not violate any
Applicable Laws, codes, ordinances, standards, trade commission standard practices, rules or regulations; (iii) are properly labelled
and not misbranded or falsely advertised or falsely invoiced under any Applicable Laws; (iv) meet all existing occupational health
and safety act clauses, codes and standards; and (v) do not infringe upon or violate any intellectual property or other rights.
(b) Products and materials are free and clear of any and all liens, restrictions, reservations, security interest, and encumbrances even to
the extent if RFF goes into receivership, liquidation or any bankruptcy proceeding.
10. Insurance
10.1 During this Agreement and for a period of twelve (12) months afterwards, RFF shall maintain in force the following insurance policies with reputable insurance companies:
(a) Public liability insurance for not less than USD One Million ($1,000,000) per claim;
(b) Product liability insurance for not less than USD One Million ($1,000,000) for claims arising from any single event and not less than
USD Four Million ($4,000,000.00) in aggregate for all claims arising in a year; and
(c) Insurance covering the storage of Products at RFF’s premises and/or up to delivery point prior to collection of Products by
Customer.
10.2 RFF shall ensure that any subcontractors also maintain adequate insurance having regard to the obligations under this Agreement, which they are contracted to fulfill.
10.3 For a period of twelve (12) months after the completion of delivery by RFF (“Warranty Period”), Customer shall maintain in force an adequate insurance coverage at least equal to the Product(s) Invoice Value to mitigate any potential risk of loss or damage to Products during Warranty Period. RFF reserves the right to demand a certificate of insurance policy from Customer prior to the shipment of Products.
11. Indemnity
11.1 RFF hereby indemnifies and agrees to defend and hold harmless Customer and its respective affiliates, directors, officers, employees, agents, and representatives from and against all liabilities, claims, losses, damages, costs and expenses (including without limitation reasonable professional fees) arising out of
(a) imperfect material, adulteration or a foreign matter in any goods purchased hereunder;
(b) imperfect workmanship or construction of any such goods or materials or their containers;
(c) any breach or alleged breach of any representation, guarantee, covenant or warranty of RFF to Client contained in this Agreement or
any actual or alleged dishonesty or negligence or any act of omission or commission of RFF in connection herewith;
(d) any action, claim, litigation or threat of same or any kind (in connection with any of Products or materials), including without
limitation, for alleged injury to persons or property, brought under any consumer product safety act and alleged infringement of any
intellectual property rights (except where such intellectual property is exclusively RFF’s or is affixed pursuant to RFF’s express
direction and has not been represented by RFF as available for Customer’s use);
(e) the presence of any agent or representative of RFF on any place of business of RFF or Customer in connection with the sale to
Customer of goods hereunder.
11.2 RFF has the right to control the conduct of any action, claim or litigation or any threat of same instituted against it or Customer as well as any settlement thereof, without affecting RFF or Customer’s rights hereunder. Customer and RFF agree to promptly notify each other of any action, claim, litigation or threat of same of which its headquarters or legal department obtains actual knowledge.
11.3 To the extent that Products are to be manufactured and/or altered in accordance with Customer’s Products Specification, Customer shall indemnify RFF against all liabilities, costs, expenses, damages and losses [including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses] suffered or incurred by RFF arising out of or in connection with any claim made against RFF for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with RFF's use of the Products Specification.
11.4 Customer hereby indemnifies and agrees to hold harmless and defend RFF, its respective affiliates, directors, officers, employees, agents, and representatives from any and all liability, loss (including without limitation reasonable professional fees), or damage, including without limitation, for alleged injury to persons or property, brought under any consumer product safety act and alleged infringement of any intellectual property rights, they may suffer as the result of claims by third parties against them arising out of negligence, gross negligence, recklessness or willful misconduct on the part of Customer, its officers, agents, employees, contractors or consultants in connection with this Agreement.
12. Default
12.1 Material Breach. The occurrence of any of the following shall constitute a material default under this Agreement:
(a) The failure to make a required payment when due;
(b) The insolvency or bankruptcy of either Party;
(c) The subjection of any of either’s Party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency;
(d) The failure to make available or deliver Products in the time and manner provided in this Agreement and consequential failure to reach an equitable solution, including a new delivery date in accordance with Clause 6.4, to resolve the issue.
12.2 Remedies on Default. In addition to any and all other rights available according to law, if either Party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other Party may elect to terminate this Agreement if the default is not cured within thirty (30) days in accordance with Clause 17.1(a) of this Agreement after providing written notice to the defaulting Party. The notice shall describe with sufficient details the nature of the default.
13. Intellectual Property
13.1 RFF’s logo(s), trademarks and trade names may not be used by Customer without RFF’s prior written consent. Customer shall not refer to RFF or its clients or any company affiliated therewith in any marketing materials or other publication, without the prior written approval of RFF. The information, designs, specifications and other information supplied by, or on behalf of RFF or its customer(s), shall remain RFF’s property, as the case may be, shall be retained in confidence by Customer, and shall not be used for anyone other than RFF. Any knowledge or information concerning RFF’s processes, present or contemplated goods or materials or the use thereof, which RFF discloses to Customer shall be deemed to be part of consideration of this Agreement.
13.2 Parties agree that Deliverable Intellectual Property (“Deliverable IP”) shall vest in and be owned by Customer only if included in Specification(s) delivered by Customer. In such case, RFF shall ensure that any related Deliverable IP arising from the work of its officers, agents, employees, consultants, subcontractors and contractors shall be assigned to Customer.
13.3 Parties agree that Deliverable Intellectual Property (“Deliverable IP”) shall vest in and be owned by RFF if related to RFF’s range of Products. In such case, Customer shall ensure that any related Deliverable IP arising from the work of its officers, agents, employees, consultants, subcontractors and contractors, shall be assigned to RFF with the effective date of creation of such Deliverable IP.
13.4 To the extent that the Applicable Laws of any country do not permit any of the rights in and to any Deliverable IP to vest in RFF immediately from inception, from the time of creation until any formal assignment of those rights to RFF, Customer shall grant to RFF a fully paid-up, royalty-free, transferable, global, perpetual, irrevocable licence for any purpose whatsoever including, but not limited to, the right to exploit, copy, use, reproduce, distribute, publicly display, modify and sub-license such rights through multiple tiers of sub-licensees, Deliverable IP to the fullest extent permitted by Applicable Law(s).
13.5 Customer shall and shall procure that its officers, agents, employees, consultants, subcontractors, and contractors involved in the creation of any Deliverable IP shall, execute or procure the execution of related documents (including before a notary public) and do all such things as may be necessary or reasonably desirable to give effect to the provisions of this Clause 13. Customer shall and shall procure that its officers, agents, employees, consultants, subcontractors and contractors involved in the creation of any Deliverable IP shall, provide all such information and assistance as may be requested by RFF to enable it to use and fully exploit Deliverable IP.
14. Confidential Information
14.1 Except as provided by this Clauses 14.1 and 14.2, both Parties shall at all times during the continuance of this Agreement and after its termination:
(a) use its best endeavours to keep all Confidential Information (“Confidential Information”) confidential and accordingly not to disclose
any Confidential Information to any other person; and
(b) not use any Confidential Information for any purpose other than the performance of the obligations under this Agreement.
14.2 Any Confidential Information may be disclosed by Customer to:
(a) any governmental or other authority or regulatory body; or
(b) any employees of Customer or of any of the aforementioned persons,
to such extent only as is necessary for the purposes contemplated by this Agreement, or as is required by law and subject in each case to Customer using its best endeavours to ensure that the person in question keeps the same confidential and does not use the same except for the purposes for which the disclosure is made.
14.3 Any Confidential Information may be used by Party for any purpose, or disclosed by Customer to any other person, to the extent only that:
(a) it is on the date of this Agreement, or becomes, public knowledge through no fault of Customer; or
(b) it can be shown by Customer, to the reasonable satisfaction of RFF, to have been known to it prior to its being disclosed by RFF or by any of its Related Entities to Customer.
14.4 If any transfer of personal data is involved in performing on this Agreement, please refer to RFF’s privacy policy publicly available and provided under this link https://www.rochdalespears.com/privacy
15. Exclusion of Indirect Losses
To the maximum extent permitted under applicable law, neither Party shall be liable to the other Party for any incidental, special, exemplary, consequential, or statutory damages, or any damages resulting from lost profits, interruption of business, or loss of goodwill, even if the relevant Party had been advised of the possibility of such damages.
16. Force Majeure
16.1 Provided it has complied with Clause 16.2, if Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (“Force Majeure Event”), Affected Party (“Affected Party”), shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
16.2 Affected Party shall:
(a) notify the other Party as soon as reasonably practicable after the start of the Force Majeure Event, of the date on which it started, its
likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the
Agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
17. Termination
17.1 Either Party may terminate this Agreement by notice in writing to the other Party without liability to the other if (a) the other Party commits any material breach of any of the terms of this Agreement and such breach fails to be remedied within thirty (30) days of such party being notified in writing of the breach; (b) an order for a winding up of the appointment of an administrator or receiver is made in respect of the other Party; or (c) the other Party is wound up or becomes bankrupt or insolvent.
17.2 Early termination. RFF may terminate early this Agreement:
(a) at any time by written notice if Customer fails to pay an amount due to RFF in accordance with Clause 8 (Payment Terms) of this Agreement; or
(b) at any time by giving not less than four (4) months' notice in writing; or
(c) by giving not less than sixty (60) days' notice in writing if
(i) on a change in ownership or control of Customer other than in accordance with the provisions set out above; or
(ii) if Customer is convicted of any criminal offence that in the reasonable opinion of RFF would or might bring RFF, any of its
Related Entities or Products into disrepute.
17.3 Outstanding payments. On termination any amounts outstanding under this Agreement shall immediately become due and payable and any amounts for invoices in respect of Products ordered prior to termination but for which an invoice has not been submitted, shall be payable immediately upon submission of the invoice, providing all outstanding products have been supplied in full by RFF.
17.4 Outstanding Purchase Orders. On termination any Purchase Order previously accepted by RFF under this Agreement shall be processed and any outstanding delivery of Product(s) ordered prior to termination, shall be completed in full by RFF in accordance with the terms and conditions of that Purchase Order. No further Purchase Order(s) shall be accepted and/or processed by RFF after the termination notice has been submitted. For avoidance of doubt, on termination the Advance Payment received by RFF for such Purchase Orders will be non-refundable.
17.5 Consequences of termination. On termination:
(a) Customer shall immediately cease to make any use of RFF’s Intellectual Property including but not limited to Trademarks;
(b) Customer shall have no claim against RFF for compensation for loss of rights, loss of goodwill or any similar loss and
likewise RFF has no right to claim for loss or costs against Customer except to the extent that such direct losses are caused by
breach of this Agreement by the other Party;
(c) each Party shall promptly return to the other all property and Confidential Information of the other Party then in its possession or
under its control as at the date of expiry or termination of this Agreement.
18. Entire Agreement
18.1 This Agreement contains the entire agreement of Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between Parties.
18.2 This Agreement may be executed in one or more counterparts including counterparts transmitted by email or facsimile, each of which shall be deemed an original, but all of which signed and taken together, shall constitute one document.
19. Amendments
This Agreement may be modified or amended if the amendment is made in writing and signed by both Parties.
20. Severability
If any provision of this Agreement is, or becomes illegal, invalid or unenforceable, such provision shall be severed from this Agreement and be ineffective to the extent of such illegality, invalidity or unenforceability. The remaining hereof shall be unaffected by such provision and shall continue to be valid and enforceable.
21. Assignment
This Agreement shall accrue to the benefit of and be binding upon Parties hereto and any successor entity into which either Party shall have been merged or consolidated or to which either Party shall have sold or transferred all or substantially all of its assets. This Agreement shall not be otherwise assigned or sub-contractor by either Party without the prior written consent of the other Party. Parties agree that any consent to a requested assignment and/or delegation of any obligations under this Agreement shall not be unreasonably withheld or delayed.
22. Waiver
The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
23. Survival of Provisions
Parties agree that where the context of any provision indicates an intent that it shall survive the term of this Agreement, then it shall survive.
24. Miscellaneous
24.1 Nothing in this Agreement shall create, or be deemed to create, a partnership or agency relationship of RFF or employer and employee between Parties.
24.2 Customer, its agents and employees, shall under no circumstances be considered and/or deemed to be employees or legal representatives of RFF nor shall Customer at any time represent itself as such, nor shall it have the rights or authority, incur, assume or create any debt, liability against, obligation, contract or release any kind in the name of or on behalf or to bind RFF in any respect whatsoever.
24.3 Each Party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
25. Notices – Correspondence addresses
25.1 All notices, documents, consents, approvals or other communications shall be in writing and in English language. All notices shall be delivered to the addresses mentioned in the heading of the relevant Quotation, or such other address/email address as may be communicated by the Parties. All notices shall be transmitted by first class registered or recorded delivery mail or by e-mail or other electronic means in a form generating a record copy to Party being served at the relevant address. Any notice sent by email or other electronic means shall be deemed to have been duly served at the time of transmission if transmitted during normal business hours at the location of the recipient and if not so transmitted then on the next business day.
26. No third party rights
The provisions of this Agreement are solely made for the benefit of Parties to it and shall not create or give any rights to or purport to confer any benefits on any third parties whatsoever. Except any member of the Related Entities, a person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) or otherwise.
27. Arbitration
Parties agree to attempt to settle all disputes or differences arising in connection with this Agreement amicably in the first instance. In the event of failure to arrive at an amicable settlement, the dispute or difference shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules. The law of this arbitration clause shall be the Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
28. Applicable Law
The Interpretation, construction and enforceability of this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region.
29. Jurisdiction
Subject to the provisions of Clause 27 (Arbitration) Parties hereto agree to submit to the exclusive jurisdiction of the courts in the Hong Kong Special Administrative Region.
The parties hereto, deemed to, have executed this Agreement on the Commencement Day.
Schedule 1 – Purchase Order
Purchase Order (“PO”) provided by Customer is incorporated herein by reference on the date of signing and accepting PO by RFF and/or the execution of this Agreement.
Each PO should include the following terms and conditions** :
1. Project name: [ XXX ]
2. Customer’s address, phone number and emails address: [ XXX ]
3. Address where to send Invoice: [ XXX ]
4. Address of Delivery Location (Where Products should be shipped?): [ XXX ]
5. Quote Information (It can be incorporated by reference to an email – please insert date of the email that includes Quote or Quotation No. and Currency): [ XXX ] [USD]
6. Special Instructions:
(i) Delivery Terms: FOB, HO-CHI-MINH PORT, VIETNAM (unless otherwise is agreed in writing by the Parties)
(ii) Payment Terms: ADVANCE: 50% AGAINST CORRECT INVOICES
BALANCE: 50% PRIOR COLLECTION AGAINST SHIPPING DOCUMENTS (BOL, INV, PL, APPROVED QA/QC REPORTS)
(iii) Delivery Date/Lead Time:
[Ordered Product] – READY FOR COLLECTION BY [insert date] or [100 working days after drawings/samples approved and deposit
received]
[Ordered Product] – READY FOR COLLECTION BY [insert date]
Drawings & Sample Finishes: [APPROVED]
Prototypes: [APPROVED]
Main Production: [60 DAYS]
Shipping Method/Transit Time: [N/A – when Customer to organize]
7. Notes:
(i) RFF must sign the last page of this PO and initial all other pages & return to Customer. Failure to sign and return may result in non-
payment or cancellation;
(ii) Acceptance of this PO corresponds to Customer’s acceptance of the Terms & Conditions stated in this PO and in the
Supply Agreement;
(iii) All items need to be properly packed & labelled. Special labelling instructions may be requested by Customer.
(iv) Customer has the right to conduct inspections at Delivery Location.
8. Terms & Conditions:
(i) Warranty: 1 YEAR
(ii) All Products to be of contract quality and suitable for commercial use.
(iii) [Terms and Conditions on Pricing, Assignment, Compliance with Specifications, Compliance with Invoicing Instructions, Delivery, Delays,
Costs of Return, Representations and Warranties, Indemnity, Intellectual Property and Confidential Information shall be compliant with
the terms set forth in this Agreement Template.
** The terms set forth within the square brackets “[ ]” in Schedule 1 are for internal guideline only.
Schedule 2 – Product(s) Specification Matrix
Specification Matrix provided by Customer is incorporated herein by reference on the date of Specification Matrix delivery to RFF and/or on the date of the execution of this Agreement.