Sales Terms and Conditions
1. Definition
Extra Fees ": Refers To All Delivery, Handling, And Storage Fees, Goods And Services Tax, Stamp Duty, Interest, Legal And Other Fees For Recovering Unpaid Amounts, As Well As All Other Government Taxes And Fees That Customers Are Required To Pay To Sk For The Sale Of Goods, In Addition To The Purchase Price.
Indirect Losses "Refer To The Cost Or Expense Increase, Revenue Loss, Profit Or Expected Profit Loss, Business Loss, Business Reputation Loss, Opportunity Loss, Expected Savings Loss, Goodwill Loss, Cost Loss Arising From Third-Party Claims, And Any Special Or Indirect Losses Or Damages Of Any Nature Caused By Sk's Failure Or Delay In Completing Delivery Orders; This Also Includes Any Other Losses Caused To One Party Due To A Violation Of These Terms And Conditions, And Such Losses Cannot Be Reasonably Considered As Directly And Naturally Caused By Such Breach.
Delivery ": In Terms Of Goods, It Refers To The Time Point When Sk Collects Or Delivers The Goods To The Customer; In Terms Of Services, It Refers To The Time Point When Sk Or Its Representative Executes These Services.
Force Majeure Event "Refers To Any Event Beyond Sk's Reasonable Control, Including But Not Limited To Natural Disasters, Wars, Riots, Strikes, Work Stoppages, Trade Disputes, Malfunctions, Mechanical Failures, Transportation Interruptions, Government Actions, Or Any Other Reasons, Regardless Of Whether They Are Of The Same Nature As The Specified Reasons Mentioned Above.
'goods': Refers To The Goods Sold By Sk To Customers, And Includes Any Services Provided By Sk To Customers.
Gst "Refers To The Goods And Services Tax Payable Under The New Tax System (Goods And Services Tax) Act 1999.
Intellectual Property "Refers To Any Registered Or Unregistered Patents, Designs, Trademarks, Copyrights, Trade Secrets, Or Other Proprietary Rights Of Any Third Party Or Third Party In Any Country.
Quotation "Refers To The Quotation Provided By Sk To The Customer.
2. Product Orders
(A) If The Following Conditions Are Met, The Order Placed By The Customer To Sk Will Be Binding On Both Sk And The Customer:
(I) Sk Or Its Representative Has Signed A Written Acceptance Letter;
(Ii) Sk Provided The Goods According To The Order.
(B) Sk's Acceptance Of The Order Means That Both Sk And The Customer Accept These Terms, And These Terms Will Cover Any Conditions Included In The Customer's Order. Sk Reserves The Right To Only Accept Partial Orders By Notifying Customers In Writing Or Delivering Goods To Customers. No Order Shall Be Binding On Sk Until It Is Accepted.
(C) Orders That Have Been Fully Or Partially Accepted By Sk May Not Be Cancelled By The Customer Without Sk's Prior Written Approval, And Sk Reserves The Right To Refuse Approval At Its Absolute Discretion. If Sk Approves The Cancellation, And Unless Sk Incorrectly Provides The Goods Or Provides Defective Goods, Sk Reserves The Right To Claim Compensation From The Customer And Demand Payment Of All Costs And Expenses Related To The Return Of The Goods, Including But Not Limited To Re Storage, Return Shipping, Labor And Administrative Expenses.
(D) Damaged Products Will Not Be Accepted And Will Not Be Refunded Or Credited. Customers Are Responsible For Inspecting The Goods Before Receiving Them And Reporting Any Damages To Sk In Writing (Including Email) Within 24 Hours After Delivery.(E) Within The Scope Permitted By Law, If A Cancelled Order Has Reached A Certain Stage Of Manufacturing, Installation, And/Or Supply At The Time Of Cancellation And Incurred Costs, Even If The Actual Goods Cannot Be Provided, These Costs Will Be Borne By The Customer.
(F) If The Delayed Delivery Is Caused By The Customer, Sk Reserves The Right To Store The Customer's Goods In The Warehouse And Has The Right To Charge The Customer All Storage And Handling Fees Incurred As A Result, As Well As Any Additional Fees Incurred.
G) Within The Scope Permitted By Law, Sk Shall Not Be Responsible For Any Expenses Or Claims Arising From Customers' Failure To Understand Documents Or Drawings Related To Goods Or Services.
3. Payment And Interest
(A) All Payments Due To Sk Under These Terms And Conditions Shall Be Made In Full Within 30 Days After The Invoice Date, Or In Accordance With Such Terms As Sk May Notify In Writing.
(B) If Any Amount Payable By The Customer To Sk Is Overdue For More Than 30 Days, Sk May, At Its Discretion, Charge Interest On The Amount At A Monthly Rate Of 1.5%, And The Interest Amount Shall Be Treated As A Separate Debt To Be Paid Immediately By The Customer Upon Sk's Request.
4. Pricing
(A) The Price And Sales Terms And Conditions May Change Without Notice.
(B) All Quotations Do Not Include Gst. The Total Price Payable By The Customer Is The Sum Of The Gst Exclusive Value Of The Goods, Gst, And Any Additional Fees (If Applicable).
5. Delivery
(A) The Provided Delivery Time Is Only An Estimated Value, And Sk Shall Not Be Held Responsible For Any Delivery Failure Or Delay. Any Delivery Delay Does Not Exempt The Customer From The Obligation To Accept Or Pay For The Goods. The Goods Can Be Delivered In Batches At Sk's Discretion.
(B) The Risk Of Accepting The Goods Is Transferred To The Customer Upon Delivery.
(C) All Products Are Quoted By Sk At Factory Price, And Unless Special Conditions Are Negotiated, Shipping Fees Will Be Charged. The Goods Will Be Delivered By The Carrier Designated By Us, Unless Otherwise Specified By The Customer. Although We Will Do Our Best To Meet The Delivery Requirements, Sk Is Not Responsible For Any Delivery Failure Or Delay Caused By Force Majeure, War, Labor Difficulties, Inability To Obtain Materials, Or Any Other Reasons Beyond Our Control. At The Same Time, Sk Is Not Responsible For Any Trade Or Revenue Losses Caused By Production Or Delivery Delays.
(D) Sk Shall Not Be Liable For Any Damages Caused By Delivery Delays
Sk Shall Not Be Liable For Any Damages Arising From Delayed Delivery Of Goods, Whether Due To Contract, Tort Or Other Reasons, And Whether The Damages Are Direct Or Indirect.
6. Claims
(A) All Claims Must Be Made In Writing And Delivered To Sk Within Ten Days Of Receiving The Goods.
(B) If The Received Goods Are Damaged, A Claim Must Be Made To The Carrier Before Accepting The Goods And Indicated On The Waybill.
7. Limitation Of Liability
(A) According To This Warranty Clause, Our Sole Obligation Is To Repair Or Replace Any Defective Product Or Any Part Thereof At Our Discretion. Any Claims Against Sk Due To Short Delivery Or Return Of Goods Must Be Made In Writing To Sk Within 7 Days After The Delivery Date In Accordance With Our Return And Claims Policy.
(B) Sk Makes No Other Express Or Implied Representations Or Warranties, Including But Not Limited To Any Implied Warranties Of Merchantability Or Fitness For A Particular Purpose. Sk Shall Not Be Liable For Freight, Labor Costs, Indirect Losses Or Contingent Liabilities. However, In Any Case, Any Liability Arising Shall Not Exceed The Contract Price Of The Goods.
8. Warranty For Sk Fabric And Mesh Product Characteristics
(A) The Warranty Period For Specific Characteristics Is Two Years From The Date Of Delivery, Provided That The Following Storage Conditions Are Met (Temperature 15-25 ° C; Relative Humidity 30-60%; Avoidance Of Light/Ultraviolet Radiation). For Organic Products And Products Containing Organic Components, The Warranty Period Is Within The Specified Service Life Of Such Products.
9. Return Of Goods
(A) Returns Can Only Be Made After Prior Arrangement With Sk. Only Standard Products Can Be Returned Within Ten Days After Receiving The Goods (In Their Original Condition And Can Be Resold), And A Restocking Fee Equivalent To 20% Of The Purchase Price Will Be Charged.
(B) Special Customized Products Are Non Returnable And Will Be Billed.
10. Intellectual Property
(A) All Brands And Artworks Provided By The Client Are Their Intellectual Property. The Provided Artworks And Brands Are Only For The Purpose Of Fulfilling These Terms.
(B) The Customer Guarantees That Sk Will Use The Intellectual Property Provided By The Customer To Sk, So That Sk Can Provide Goods And/Or Services In Accordance With These Terms Without Infringing Any Third-Party Intellectual Property Rights.
(C) Customer Compensation
The Customer Must Compensate And Hold Sk Harmless From Any And All Liabilities, Expenses, Losses, And/Or Damages (Including Attorney Fees), Whether Direct, Indirect, Or Consequential, Arising From Third-Party Claims Alleging That The Goods Infringe Upon Third-Party Intellectual Property Rights Due To Sk's Use Of Any Brand, Artwork, Or Other Intellectual Property Provided By The Customer To Sk In The Production Process.
11. Ownership Retention
(A) Both Parties Expressly Agree And Declare That Ownership Of The Goods Will Not Be Transferred To You Until The Purchase Price Is Fully Paid. During This Period, You Shall Be Responsible For The Safekeeping Of The Goods And Act As Our Trustee And Custodian.
(B) You Can Resell The Goods, But Only As Our Trustee. You Have No Right To Hold Us Liable To Any Third Party Through Contract Or Other Means, And This Right Is Hereby Expressly Denied. Such Resale Should Be Conducted Under Fair Market Conditions, And During Resale Or Use In Any Manufacturing Process, It Should Be Separated From Its Own Property, Properly Stored, Protected, And Insured.
(C) You Will Act As Our Trustee, Receiving All Tangible Or Intangible, Direct Or Indirect Proceeds Related To Commodity Transactions, And Depositing These Proceeds Into A Separate Account Until Your Liability To Us Is Released.
(D) Sk Has The Right To Allocate Funds To Such Goods And Accounts In A Manner It Deems Appropriate, Even If You Have Different Allocation Methods.
(E) If You Use The Goods In Your Own Or Any Third-Party Manufacturing Or Construction Process, You Shall Hold The Proceeds From The Manufacturing Or Construction Process Related To The Goods As A Trustee Of Sk. This Type Of Portion Should Be Priced In Us Dollars, Which Is Equivalent To The Amount You Owe Sk When You Receive This Type Of Income.
12. Sk Has The Right To Enter Customer Premises And Take Reasonable Measures
(A) The Customer Agrees That When Reselling Any Goods To A Third Party, They Will:
(I) Notify Any Third Parties Involved In These Terms;
(Ii) If Applicable, Notify Any Third Party Of Sk's Product Warranty;
(Iii) Do Not Make Any Untrue Statements About The Goods To Third Parties.
13. Compensation
(A) To The Maximum Extent Permitted By Law, The Customer Shall Indemnify And Hold Sk Harmless From Any Liability, Loss Or Damage Arising Directly Or Indirectly From The Customer Or Its Representative's Violation Of Any Provision Of These Terms, Or Sk's Exercise Of Its Rights Under These Terms (Including The Right To Recall Goods).
(B) The Customer Shall Compensate Sk For Any Illegal Intrusion, Litigation, Damage, Loss, Liability, Cost, Expense, Expenditure Or Payment Suffered, Incurred Or Likely To Be Incurred By Sk In Exercising Its Right To Reclaim The Goods Described In This Clause.
14. Other
(A) These Terms And Conditions Constitute The Entire Agreement Between The Parties (The "Agreement"). There Are No Accompanying Statements, Warranties, Agreements Or Commitments Of Any Nature. This Agreement May Not Be Cancelled Or Modified Unless Approved In Writing By Authorized Officials Of Sk And Authorized Representatives Of The Client. If Any Provision Is Found To Be Invalid, Unenforceable, Or Illegal, That Provision May Be Separated From This Agreement Within That Scope.
(B) The Laws Of New South Wales Apply To Any Matter Arising From These Terms And Conditions, And Both Parties Expressly Agree That New South Wales Is The Appropriate Place To Resolve Any Matter Arising From These Terms And Conditions.
15. Force Majeure
(A) Sk Shall Not Be Liable For Any Consequences Arising From Force Majeure Events That Directly Or Indirectly Result In Sk's Inability Or Delay In Fulfilling Any Of Its Obligations Under This Clause.
(B) If A Force Majeure Event Occurs, Sk Will Notify The Customer In Writing Of The Force Majeure Event And Its Possible Impact On Sk's Performance Of Obligations Under This Clause. If A Force Majeure Event Affects Sk's Ability To Fulfill Its Significant Obligations Under This Clause In A Timely Manner, Sk May Terminate This Agreement By Giving Notice To The Customer, And Any Liability Arising From Such Termination Shall Not Be Borne By Sk.
