ALLGEMEINE GESCHÄFTSBEDINGUNGEN

DEFINITIONS

The terms and conditions contained herein shall govern all sales of product and services entered into by Halo Asia Limited, a Hong Kong Company, (“HALO”, on behalf of and for the benefit of Halo Asia Limited and its subsidiaries and affiliates (collectively, “Halo”) and you the Purchaser of Halo Asia Limited products (“Purchaser”). Product (“Product”) is defined as any product and/or service provided by Halo Asia Limited.

PRODUCT IDENTIFICATION

HALO products are sold by default with “NO LOGO” and with “OUR STANDARD SHIPPING MARKS”. Customers must confirm if “Made in China” and “Certificate of Origin” labels are required at time of order placement and deposit payment. Use of customer’s logo, wash label, marks, barcodes, hand tags and other customized identifiers are only applicable on full container orders. If such items are requested, manufacturing will only begin upon receipt of all necessary documentation, samples and instructions. PRICES All HALO prices indicated are list prices. Prices are subject to change without notice after an order has been accepted. HALO reserves the right to change prices based on changes in quantities or total value of previously quoted contract quotations, change orders from the purchaser and to correct pricing on orders received with modifications from the original order. Unless otherwise acknowledged in writing, prices include packaging but do not include freight or delivery, in-transit insurance, storage, service, taxes or receiving costs. All prices are FOB the factory location in People’s Republic of China unless acknowledged otherwise in writing.

ACCEPTANCE

Terms and conditions set forth herein represents a HALO offer to sell product to the purchaser. The purchaser’s acceptance of a HALO Performa Invoice is an acceptance of these terms and conditions. In the event that the terms and conditions of an order are contrary to the terms and conditions indicated herein, these terms and conditions shall supersede any inconsistent or contrary terms and conditions indicated on the actual order or any other document supplied by the purchaser. A waiver of any one term or condition shall not be deemed a waiver of any other term or condition.

PAYMENT

Halo requires a deposit of 35% of the total purchase price for all orders. Orders received without a deposit will be held pending the receipt of the payment. Payment in full is due upon receipt of the final invoice before the merchandise will be released for delivery unless HALO agrees in writing to any other payment terms. A service charge of 1% interest per month will be applied to orders that remain unpaid beginning 30 days or more after the order(s) have been released for delivery. Cancelled orders are subject to a cancellation fee. Orders cancelled within 10 days are subject to a charge in the amount of 20% of the total item price. Orders cancelled thereafter will be subject to a larger cancellation fee set at the sole discretion of HALO. The purchaser agrees that the cancellation fees are in correlation to the reasonable estimate of HALO actual losses on the cancelled order.

DELIVERY

Delivery dates and lead times are estimates only, based on current production schedules at the time of the order and are subject to change. Production cannot begin and lead times cannot be calculated until the acceptance of the order; receipt of the required deposit, confirmation of any changes, modifications or approvals to the original order. HALO shall not be held responsible for any delays in production. HALO shall not be liable for any costs related to late deliveries which result from any circumstances beyond its control, including without limitation, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, acts of God or acts of any government or agency. Halo will not warehouse product on behalf of customers. Once product is completed, we will proceed with immediate shipment. Customer’s freight forwarder instructions must be provided to Halo within two weeks from deposit date to all shipment preparation. If client fails to provide such information, Halo reserves the right to arrange product shipment will ship product using our own appointed forwarder and add such costs to the commercial invoice.

INDEMNIFICATION

Purchaser is responsible for obtaining all necessary licenses and/or permits required for import and delivery of product to final destination. All taxes, duties and associated charges are to be paid by Purchaser. Purchaser accepts full liability regarding import and product compliance with local laws and regulations. HALO makes no promise or representation that the product will conform to any federal, state, or local law ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by and authorized representative of HALO or as identified in Halo product specifications. HALO shall not be responsible for any losses or damages sustained by the Purchaser or any other person as the result of improper use of the products. Purchaser shall defend, indemnify and hold harmless HALO and its employees against any loss, damage, claim, lawsuit. liability, judgment or expense (including, without limitation, attorney’s fees) arising out of or in connection with any injury, or death of persons (including, without limitation, Purchaser’s employees and agents) or damage to or loss of property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, or use of the products by the Purchaser. The obligations, indemnities and covenants contained in the paragraph shall survive the consummation or termination of this transaction.

ORDERS

Written orders received from the purchaser with all the correct information will be acknowledged by HALO in writing within 3 working days. HALO reserves the right to reject any order. The purchaser must advise HALO in writing of any errors or discrepancies in the sales order acknowledgement within 5 days of the receipt of said acknowledgement. Changes to an order are subject to additional charges, if any, for materials, labor and other related costs and are on hold until written confirmation from the purchaser is received. All furniture is subject to minor changes in details from the specifications noted as it applies to hardware, finishes and other minor upholstery details.

PRODUCTS

HALO reserves the right to make minor changes in furniture design, dimensions and other materials without prior notice. HALO products are handcrafted and can have minor variations. All dimensions can have slight variations. All dimensions shown are overall sizes. Wood and Leather finishes can vary from samples and exact matching is not guaranteed.

WARRANTY

HALO products are sold with a limited warranty against defects in materials and workmanship for a period of one year from the delivery date. Fully upholstered frames carry a limited lifetime warranty. HALO reserves the right to repair or replace defective merchandise at its sole discretion. This limited warranty does not extend to other materials supplied by the purchaser or damage caused by shipping, accident, abuse, misuse, cleaning, or normal wear and tear. All other warranties expressed or implied are excluded.

LIMITATION OF LIABILITY

HALO’s liability on any claim of any kind, including loss or damage resulting from or in connection with the manufacture, sales, delivery, resale, repair or use of any item covered by or supplied under these terms and conditions of sale shall in no case exceed the price of the item(s) which give rise to the claim. In case of dispute, all matters shall be resolved under the laws of Hong Kong SAR. Any action for breach of this agreement must be made within one year after the sale.

CLAIMS

All claims for workmanship defects, shortages and errors must be made within 30 days, after receipt of the merchandise. Failure to make a claim within this period of time constitutes acceptance of the merchandise and a waiver of claims. All merchandise is inspected before shipping. All merchandise is signed for by the freight company that the items have been picked up in good condition. Risk of loss and title pass to the Purchaser upon tendering delivery of product to Purchaser’s premises or as soon as the products have been placed with a transport agent appointed by the Purchaser. Third party shippers have sole responsibility for any damage, loss or shortages incurred during transit. Purchasers or their receiving warehouses must inspect the items upon arrival and make claims for any damage, loss or shortages directly to the carrier. HALO is not responsible for any freight related claims, but will always assist the purchaser in this process. No merchandise can be returned to HALO without its written consent. Unauthorized returns will be returned to the location of origin freight collect.

PRODUCT STORAGE

All products must be warehoused in a clean, dry and low humidity or climate controlled environment to minimize the potential for deterioration of quality. No claims will be accepted by HALO relating to quality problems encountered due to lack of proper storage or handling of product.

FORFEITURE OF DEPOSIT

Undeliverable orders due to missing or incomplete data or instructions from the client will be cancelled and deposit forfeited after 6 months from receipt of deposit.

GOVERNING LAWS OF JURISDICTION

Terms and conditions shall be governed by the laws of Hong Kong SAR. Claims resulting in lawsuits must be filed with the court of competent jurisdiction in Hong Kong SAR.

INSTRUCTION OF PAYMENT

If payment terms are by T/T Remittance:

a)Deposit is required upon order confirmation and copy irrevocable T/T from bank submitted to HALO.
b)Balance payment is required immediately upon receipt of Bill of Lading copy.
c)Original shipping documents and commercial invoice will be released immediately upon confirmation of balance payment.

If payment terms are by Letter of Credit:

a)L/C to be opened in favor of HALO ASIA LTD, G/F, 17 Gough Street, Central, Hong Kong
b)L/C must be irrevocable and confirm by the Hong Kong and Shanghai Banking Corporation Limited, Basement, Level 1, HSBC Main Building, 1 Queen’s Road, Central, Hong Kong
c)L/C must be payable at sight by the Hong Kong and Shanghai Banking Corporation Limited on presentation of document conforming to the L/C terms.
d)Description of goods on L/C: “Covering goods identified on HALO Performa Invoice No. (Enter PI number).
e)Forward bank copy of L/C no later than 2 days after opening of L/C to Halo at the following fax number: 852.2559.6011 to avoid any delay in shipment.
f)L/C expiry date should be no less than 21 days from date of scheduled shipment.
g)Partial shipments and transshipments are permitted.
h)If original invoice and/or certificate of origin are required to be countersigned by any external authority, all associated costs will be listed on the Commercial Invoice and charges will be responsibility of Purchaser.
i)Shipping Agent: L/C must identify all instructions and contact details of Forwarder are appointed by the customer.