TERMS AND CONDITIONS OF SALE
1. The following terms and conditions of sale (these "Terms and Conditions") shall apply to the sale of the products (the "Products") specified in an Acknowledgement of Order Form and related documents issued by Canon Hongkong Company Limited ("CHK") in relation to a Purchase Order Form received by CHK from the party desiring to purchase the Products (the "Purchaser"). The term "Products" shall, where appropriate, include written documentation in relation to the Products. The Purchaser specifically agrees to purchase the Products in accordance with these Terms and Condition.
2. These Terms and Conditions shall prevail at all times over any terms and conditions of purchase proposed by the Purchaser (including, without limitation, any terms and conditions set forth in any Purchase Order Form issued by the Purchaser), notwithstanding anything to the contrary therein, except in the event that CHK and the Purchaser have entered into a separate general agreement in relation to the distribution and sale of the Products (a "Distribution Agreement"), which specifically provides that the terms of such Distribution Agreement shall prevail over these Terms and Conditions.
3. The Purchaser shall order the Products by issuing a written Purchase Order Form containing terms and conditions approved in advance by CHK. All such orders by the Purchaser are subject to acceptance by CHK through the issuance of a written Acknowledgement of Order Form. These Terms and Conditions shall be printed on or attached to either such Acknowledgement of Order Form or an invoice prepared on the basis of such Acknowledgement of Order Form.
4. Once a Purchase Order Form for Products is issued by the Purchaser, and accepted by CHK through the issuance of an Acknowledgement of Order Form, such order shall be irrevocable by the Purchaser.
5. The Purchaser shall, in respect of each order for the Products:-
(a) ensure the accuracy of the order;
(b) provide CHK with any information which is necessary in order to enable CHK to fulfill the order and to comply with all labeling and other applicable legal requirements in the territory in which the Products will be sold by the Purchaser; and
(c) obtain any necessary licences or other requisite documents for the resale of the Products in the Territory.
6. CHK shall use its reasonable endeavours to deliver the Products to the Purchaser in accordance with the delivery dates set forth in the Acknowledgement of Order Form and related documentation. However time of delivery shall not be of the essence, and accordingly, CHK shall have no liability to the Purchaser if, notwithstanding such endeavours, there is any delay in delivery.
7. Title to any order of the Products delivery by CHK shall not pass to the Purchaser until CHK has received payment in full of the price therefor. Until such payment has been received, CHK shall have the right to repossess and resell the Products. The Purchaser shall be liable for any damages or costs arising from such repossession and resale by CHK. If the Purchaser disposes of the Products prior to payment to CHK, the Purchaser shall hold the proceeds of such disposal upon trust for CHK and shall be accountable for such proceeds to CHK.
8. Risk of loss of or damage to any order of the Products shall pass to the Purchaser from the time of delivery to the delivery location designated by the Purchaser in the Purchase Order Form. In the event that the Products are damaged after delivery but before title passes to the Purchaser, the Purchaser shall be liable for such damages.
9. The prices for all Products to be supplied hereunder shall be as indicated in the Acknowledgement of Order Form and related documentation.
10. All intellectual property rights of CHK including but not limited to the trademarks, service mark and logos etc. used in relation to the Products shall belong to CHK absolutely. Nothing in the Purchase Order Form, the Acknowledgement of Order Form and these Terms and Conditions shall be construed as granting, by implication or otherwise, any licence or right to the Purchaser to use any intellectual property rights of CHK without the prior written approval of CHK.
11. Neither party shall be liable for any delay or failure to comply with its obligations hereunder if such failure is due to any cause beyond its reasonable control, including, without limiting the generality thereof, acts of God, acts of civil or military authority, labour disputes, failure or delay of CHK's suppliers, fire, riots, civil commotion, sabotage, war, embargo, blockage, boycotts, floods, epidemics, delays in transportation, or governmental restrictions, of which it has notified the other party, and the time for performance of such obligations shall be extended accordingly. If the situation in question prevails for a continuous period in excess of three months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
12. CHK shall provide warranties of the Product to the Purchaser pursuant to the Terms and Conditions of Warranty set out in CHK's website at http://www.canon.com.hk/repair. The Purchaser has to successfully register within 30 days from the date of purchase of the Product for the warranties to apply.
13. A free warranty period of the Product shall be provided for a period set out in the Purchase Record Card or International Warranty Card subject to the Terms and Conditions of Warranty or according to specific terms and conditions for additional warranty service.
14. The warranty period can be extended pursuant to the Terms and Conditions of the CANON PLUS Extended Warranty Service which is set out in http://www.canon.com.hk/repair.
15. CHK shall provide facilities for the inspection, repair or service of the Product at the following address:-
Canon Customer Care Center
Address: 20/F, iSQUARE, 63 Nathan Road, Tsim Sha Tsui, Kowloon
Opening Hours: Monday to Sunday 11:00am – 7:00pm (Close on Public Holidays)
Tel: (852) 3191 2333
Canon Customer Care Center - Macau Branch
Address: Unit 1502-1503, 15/F, AIA Tower, Nos 251A-301, Avenida Comercial De Macau
Opening Hours: Monday - Friday 8:30am – 12:30pm, 1:30pm - 5:30pm
Saturday 8:30am – 12:30pm
(Close on Sunday & Public Holidays)
16. The Purchaser shall bear the risk and be responsible for all damage, injury or loss, (including consequential loss, injury or damage) arising directly or indirectly out of or in connection with the service, delivery, installation or use of the Products.
17. This Agreement shall be governed by, and construed in accordance with, the laws of the Special Administrative Region of Hong Kong. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong in relation to any legal proceedings arising out of or in connection with this Agreement, and waive any objection to proceedings in any such courts on the grounds that such proceedings have been brought in an inconvenient forum.
18. These printed standard Terms and Conditions (together with any special conditions set out below) contains the entire agreement between CHK and the Purchaser and may be modified or amended by CHK unilaterally without prior notice to the Purchaser. These Terms and Conditions shall not be modified or amended by the Purchaser without the prior written consent of CHK.
19. Payment must be made within the credit period for the time being as CHK and the Purchaser have agreed in writing. If, following the expiration of the said credit period, this invoice remains unpaid then CHK shall charge the Purchaser interest at the rate of 2% per month, which shall accrue from the 1st day after the expiration of the said credit period until payment (both days inclusive). Failure to pay the amount due in respect of this invoice (including any interest) will be a fundamental breach of these Terms and Conditions and the accrual and imposition of interest is without prejudice to CHK's rights and remedies against the Purchaser for recovery of payment.
20. The Chinese version of these Terms and Conditions of Sale is available at the website at http://www.canon.com.hk. In case of discrepancy between the two versions, the English version shall prevail.