GENERAL TERMS AND CONDITIONS OF SALE

1	Definitions and interpretation
1.1	In these Conditions
1.1.1	the following terms have the following meanings: "Buyer" the person who agrees to purchase the Products from the Seller subject to these Conditions whose details may be set out overleaf; "Conditions" the terms and conditions of sale set out in this document; "Contract" the agreement between the Seller and the Buyer for the sale and purchase of the Products; "Delivery Address" the address for delivery of the Products which shall be the Buyer's principal place of business unless a different address is on the Order Acceptance is specified; "Estimated Delivery Date" the date on which the Seller estimates that the Products will be delivered; "Order Acceptance" the Seller's Order Acceptance form; "Products" the goods which the Seller is to supply to the Buyer in accordance with these Conditions and which are listed on the Order Acceptance; "Seller" General Food & Drinks whose principal place of business is at 16f Cheung Kong Centre 2 Queens Road Central Hong Kong
2	Basis of sale
2.1	These Conditions apply to all contracts for the sale of goods entered into by the Seller. By placing an order with the Seller or accepting the Seller's quotation, the Buyer agrees to deal with the Seller on these Conditions to the exclusion of all other terms, conditions, warranties or representations with the exception of any terms detailed on the Order Acceptance.
2.2	No variation to these Conditions shall be binding unless made in writing specifying both which clause is to be varied and full details of such variation and signed on behalf of each of the Buyer and the Seller.
2.3	The Seller's employees or agents are not authorised to make any representations concerning the Products unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed. The Buyer irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.
2.4	Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Products which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5	Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3	Sale and purchase
3.1	The Buyer agrees to purchase the Products from the Seller and the Seller agrees to sell the Products to the Buyer.
3.2	The Buyer shall not be entitled to cancel in whole or in part any order which the Seller has accepted or any quotation of the Seller which the Buyer has accepted in either case whether orally or in writing.
3.3	If the Products are to be manufactured or any process is to be applied to them by the Seller in accordance with the specifications submitted by the Buyer or if the Products are to be marked with any trade mark at the request of the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights or misuse of any confidential information of any other person or any other liability whatsoever which results from the Seller's use of the Buyer's specifications or the marking of the Products or from the sale or supply of such Products.
3.4	The Seller reserves the right to make any changes in the specifications of the Products which are required to conform with any applicable safety or other requirements or which do not materially affect their quality or performance.
4	Delivery
4.1	The Seller shall use its reasonable efforts to deliver the Products to the Buyer at the Delivery Address on or around the Estimated Delivery Date, but time of delivery shall not be of the essence.
4.2	The Seller shall be entitled to deliver the Products in instalments in which case each instalment shall be treated as an entirely separate contract and any default or breach by the Seller in respect of any such instalment shall not entitle the Buyer to cancel any other instalment or treat the Contract as a whole as repudiated.
4.3	If the Products are damaged on delivery or less than the correct amount of the Products is delivered, then unless the Buyer notifies the Seller and the carrier (otherwise than by a note on the delivery note) within three days of delivery no claim against the Seller may be made in respect of damage to or short delivery of such Products.
4.4	If the Products have not been delivered despite receipt by the Buyer of the invoice from the Seller relating to them, then unless the Buyer notifies the Seller within seven days after the date of such invoice no claim against the Seller may be made in respect of non-delivery of those Products.
4.5	The Buyer shall be deemed to accept the Products on delivery notwithstanding any late delivery by the Seller.
4.6	If the Buyer fails to take delivery of the Products or fails to give the Seller adequate delivery instructions before the Estimated Delivery Date, then, without prejudice to any other right or remedy available to the Seller, the Seller may:-
4.6.1	store the Products until actual delivery is made and charge the Buyer for the costs (including insurance) of storage; and/or
4.6.2	sell or supply the Products (whether or not such Products were manufactured or marked by the Seller pursuant to the provisions of clause 3.3 above) in or to a third party in any country at the best price readily obtainable and (after deducting all storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract
5	Prices and payment
5.1	The price of the Products shall be the price set out in the Order Acceptance or, if not specified, the price quoted by the Seller or, if not specified and no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of the Contract. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
5.2	The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond its control, any change in delivery dates, quantities or specifications for the Products which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
5.3	Unless otherwise stated on an Order Acceptance or under the terms of any quotation or in any price list of the Seller, all prices are given by the Seller on an ex works basis, and the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance together with any additional expenses, licence fees or duties paid or incurred by the Seller as a result of the Delivery Address not being in the UK.
5.4	The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5.5	The Seller shall be entitled to invoice the Buyer for all amounts due under the Contract on or at any time after delivery of the Products unless the Products are to be collected by the Buyer or the Buyer wrongly fails to take delivery of them, in which case the Seller shall be entitled to invoice the Buyer at any time after the Seller has notified the Buyer that the Products are ready for collection.
5.6	The Buyer shall make payment to the Seller in respect of all invoices in full and without any deduction or set off (whether in relation to such invoice or otherwise) within 30 days of the date of the invoice. Time of payment shall be of the essence.
5.7	All payments shall be applied to invoices and to Products listed in such invoices in the order determined in its discretion by the Seller.
5.8	If full payment is not received by the Seller by the due date then without prejudice to its rights the Seller shall be entitled:
5.8.1	to sue for the entire price; and/or
5.8.2	to charge interest (both before and after any judgment) at the rate of 4% over the base rate from time to time of HSBC Bank PLC on the outstanding balance; and/or
5.8.3	to require the immediate return to the Seller of all goods agreed to be sold by the Seller to the Buyer in which the property has not passed to the Buyer in accordance with the provisions of clause 8 below and the Buyer hereby agrees to reimburse to the Seller upon demand the Seller's costs or expenses in recovering such goods.
6	Warranty and liability
6.1	The Seller warrants that the Products at the time of delivery be free from defects in material and workmanship for a period of Six from the date of delivery provided that:
6.1.1	the Seller shall be under no liability in respect of any defects in the Products arising from any specification or other thing whatsoever supplied by the Buyer;
6.1.2	the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage or negligence by the Buyer or persons using the Products, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), or misuse or alteration or repair of the Products without the Seller's approval;
6.1.3	the Seller shall be under no liability if the total price of the Products has not been paid by the due date for payment;
6.1.4	any such defect shall be notified to the Seller in writing as soon as reasonably possible after the Buyer discovers such defect or non-conformity; and
6.2	In the event of any valid claim under clause [6.1] above being made by the Buyer, the Seller shall be entitled to replace or repair the Products (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Products (or a proportionate part of the price as appropriate) but the Seller shall have no further liability to the Buyer.
6.3	There are no warranties, conditions, guarantees or representations as to quality or fitness for a particular purpose of the Products or other warranties, conditions, guarantees or representations whether express or implied, oral or in writing, except as expressly stated in the Contract.
6.4	The Seller does not seek to exclude or limit its liability for death or personal injury resulting from negligence of the Seller or its employees or any other liability which cannot, under English Law be limited.
6.5	Except pursuant to clause [6.4] above, the Seller shall not in any event be liable for any loss of profits, goodwill, anticipated savings, business opportunity, data or use of data or for any indirect, special or consequential loss or damages, howsoever arising whether in contract, strict liability, tort (including without limitation, negligence).
6.6	In no event shall the Seller's liability in respect of any of the Products exceed the price paid for those Products.
6.7	Except pursuant to clause 6.4 above, no action, regardless of form, arising out of the transactions under the Contract may be brought by the Buyer more than two years after the cause of action has accrued.
7	Risk and title
7.1	Risk of loss of or damage to the Products shall pass to the Buyer on delivery and the Buyer shall insure the Products from that time until ownership of and title to them passes to the Buyer.
7.2	Notwithstanding delivery and the passing of risk in the Products to the Buyer, or any other provisions of the Contract, ownership of and title to the Products shall not pass to the Buyer and shall be retained by the Seller until the Seller has received in cash or cleared funds payment in full of the price of the Products and of the price of any other goods supplied to the Buyer by the Seller at any time whether or not the price has become due.
7.3	Until ownership of and title to all goods owned by the Seller passes to the Buyer, the Buyer shall hold the goods in the Buyer's possession or control as the Seller's fiduciary agent and bailee and shall keep them separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. The Buyer shall be entitled to resell or use such goods in the ordinary course of its business but shall account to the Seller for the entire proceeds of sale or otherwise of such goods whether tangible or intangible, including insurance proceeds, and shall keep all such amounts separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. The Buyer shall maintain records of the persons to whom it sells or disposes of such goods and of the payments made by such persons for such goods and will allow the Seller to inspect those records and the goods themselves on request. The Seller shall be entitled to trace the proceeds of sale or otherwise of such goods.
7.4	Until ownership of and title to any goods owned by the Seller passes to the Buyer (and providing the goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up such goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where such goods are stored and repossess them. The Buyer shall procure that any third party which holds such goods shall permit the Seller to take possession of them and shall indemnify the Seller against any liability which it may incur to such third party in connection with taking or attempting to take possession of them. The Seller shall be entitled to use or dispose of such goods as it wishes. Unless the Seller expressly elects otherwise any contract between it and the Buyer for the supply of the Products shall remain in existence notwithstanding any exercise by the Seller of any of its rights under this clause.
7.5	The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any goods which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8	Laws and regulations The Buyer shall comply with all laws and regulations relating to the ownership and use of the Products including health and safety requirements, export control legislation and US re-export control legislation.
9	Termination
9.1	The Seller shall be entitled to terminate the Contract forthwith by notice in writing to the Buyer if:
9.1.1	the Buyer commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 days of receipt of notice of the breach requiring remedy of the same; or
9.1.2	the Buyer becomes insolvent or suffers any event which may reasonably lead the Seller to conclude that the Buyer is at risk of becoming insolvent in the near future and such events shall include, the presentation of a winding up petition which is not withdrawn or dismissed or discharged within 30 days of its presentation and the appointment of a Receiver, Administrator or similar officer over any of the assets of the party concerned;
9.1.3	the Buyer ceases or threatens to cease to carry on business; or
9.1.4	there is at any time a material change in the management, ownership or control of the Buyer; or
9.1.5	if the Seller reasonably apprehends that any of the events specified in clause 9.1.2 is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2	In the event of termination by the Seller pursuant to clause 9.1 above then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under it without any liability to the Buyer and, if the Products have already been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Seller shall be entitled to charge interest (both before and after any judgment) at the rate of 4% over the base rate from time to time of Barclays Bank PLC from the time of such cancellation or suspension until the Seller receives payment.
10	General The remedies available to the Seller under the Contract shall be without prejudice to any other rights, either at common law or under statute, which it may have against the Buyer.
11	Waiver The failure or delay of the Seller to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
12	Severability The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
13	Notices Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has previously notified to the sending party and shall be deemed to have been given when actually received or, if sent by recorded delivery mail and returned marked "gone away" or to the like effect, on return of such recorded delivery mail.
14	Assignment The Contract is personal to the Buyer and the Buyer may not assign, transfer, sub-contract or otherwise part with the Contract or any right or obligation under it without the prior written consent of the Seller.
15	Force majeure Neither party shall be liable to the other if its performance of its obligations under the Contract (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control.
16	Headings Clause headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.
17	Entire agreement The Contract contains all the terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract.
18	Variation No variation or amendment to the Contract shall be effective unless in writing signed by authorised representatives of the parties.
19	Conflict In the event of any conflict between the provisions of the Contract and of any other agreement referred to in the Contract, the provisions of the Contract shall prevail.
20	Law and jurisdiction The construction, validity and performance of the Contract is governed by the law of England and the parties accept the jurisdiction of the English Courts.