Sales Terms & Conditions
1. Definitions: In these terms and conditions, the following expressions shall have the following meanings:
(a) “Wattmark Paper” means Wattmark Paper Products Ltd. or any subsidiary/associated company of Wattmark Paper Group (Hong Kong) Limited.
(b) “Work” means the process of manufacturing the product for which a client has placed an order.
(c) “Product” means any goods forming the subject of this Contract including the Work, parts and components, or materials incorporated in them.
(d) “Contract” means any contract for the sale or supply of the Work and/or the Product to the Client.
(e) “Client” means a company or a party which accepts the terms and conditions herein and enters into a contract with Wattmark Paper.
2.1 Price: The prices are based on the accuracy of the specifications on Client’s quotation. Wattmark Paper can re-quote a job if the subsequent copy, film, tapes, or other input materials do not conform to the information on which the original specifications were based. A quotation not accepted within the period of time as agreed between Client and Wattmark Paper since its issuance will become inoperative and the prices quoted are based on the current cost price of materials, utilities, fuel and labor charges. If there are changes in these costs that affect the Work prior to its completion, such changes will be fairly reflected in Wattmark Paper’s charges or invoices for that portion of the Work so affected. Prices quoted do not include any additional costs not covered by the quotation, such as sales tax or any other taxes now in force or hereafter imposed on this Contract and all such additional costs and taxes shall be borne and paid by Client. All logistic, shipping, paper and mailing cost shall be billed as incurred and are due and payable upon receipt of the invoice. All other invoices are due and payable within a designated period of time as agreed between Client and Wattmark Paper.
2.2 Positives/Negatives and Plates: Unless otherwise specified, all toolings and plates made by Wattmark Paper for Client are Wattmark Paper’s property.
2.3 Client-furnished Materials: All materials furnished by Client or its representatives are verified by delivery notes either sent by post, fax or electronic means. Wattmark Paper bears no responsibility for discrepancies between delivery notes and actual physical counting. Client-supplied materials must be delivered according to instructions furnished by Wattmark Paper. Artwork, film, color separations, special dies, tapes, disks, or any other accessories and materials furnished by Client must comply with all applicable laws, regulations and standards and be usable by Wattmark Paper without alteration or repair. Items not meeting these requirements may be repaired either by Client or Client’s representatives, or by Wattmark Paper. In case of the latter, Wattmark Paper is entitled to bill Client on expenses incurred. In no event shall Wattmark Paper be responsible for any consequences arising out of non-compliance of Client-furnished materials.
2.4 Outside Purchases: Unless otherwise agreed in writing by Wattmark Paper, all outside purchases of raw materials and/or services for the Work or Product or a particular job for Client as requested or authorized by Client are billable. If Client has appointed designated supplier(s) to supply and deliver parts/components to Wattmark Paper directly in People’s Republic of China (PRC), Client should ensure that this/these supplier(s) will, prior to the delivery of the parts/components, provide Wattmark Paper with the approved Application Form for the Transfer of Bonded Goods for Processing from PRC Customs, as required under the Decree of the Customs General Administration No.109. Failure to do so, Wattmark Paper shall not accept such parts/components and shall not be liable for any delay in the delivery of goods as a result thereof.
2.5 Order: Placing of orders should be done formally by Client by way of a duly signed document in writing. Acceptance of order shall not be effective unless and until Wattmark Paper confirms in writing by electronic mail, fax or post whereupon a binding Contract is made. Wattmark Paper reserves the right to claim against Client for compensation (if any) should Client cancel the order unilaterally after Wattmark Paper’s acceptance or the Contract. As the contents submitted to Wattmark Paper for printing may require the approval of PRC prior to production, Wattmark Paper reserves the right to cancel any order prior to production without any compensation if the contents fail to meet such approval.
2.6 Over-runs or Under-runs: Wattmark Paper will endeavour to print the quantities ordered by Client but variations in quantity within Client’s tolerance level of over-runs and/or under-runs will be deemed acceptable. Wattmark Paper will bill for the actual quantity delivered within this tolerance. If Client requires a guaranteed quantity, the percentage of tolerance must be stated when the order is placed.
2.7 Customs Clearance*: Wattmark Paper will not be responsible for or otherwise pay on behalf of Client any duty or tax that may be levied on the Work or the materials furnished, purchased or imported by Client.
3.1 Color Proofing: A color proof is used to simulate how the printed piece will look, and a reasonable variation in color between color proofs and the completed job or the Product is to be expected. When variation of this kind occurs, it will be considered acceptable performance as far as the variation is within a reasonable trade tolerance level and the proof becomes binding between Client and Wattmark Paper.
3.2 Pre-press Proofs: Wattmark Paper will submit pre-press proofs along with the original sample(s) from Client for Client’s review and approval. Wattmark Paper will not be responsible for undetected production errors if:
· Proofs are not required by Client;
· The Work is printed per Client’s written approval;
· Requests for changes are communicated orally or verbally.
4.1 Production Schedules: Wattmark Paper and Client shall prepare and follow production schedules once agreed. There will be no liability or penalty for the delay in production if it is due to server failures, software glitches, disputes with copyright owners, labour disputes, or other causes beyond the control of Wattmark Paper. In such cases, production schedules will be extended according to the then situation by mutual agreement. Further, Wattmark Paper shall not be liable if the delay in production or reprint of the Work or Product is due to Client’s fault or negligence. Client shall bear all additional costs incurred as a result of any form of rework caused or initiated by Client.
4.2 Client’s Property: Wattmark Paper shall not be liable for any loss, deterioration or damage to Client’s property, including but not limited to intellectual property, unless solely caused by Wattmark Paper’s negligence. Wattmark Paper’s liability for such property will not exceed the amount recoverable from the relevant product liability insurance. Additional insurance coverage may be obtained if request is in writing and the premium is paid by Client.
4.3 Experimental Work: It is customary in the industry to charge for experimental or preliminary Work performed at Client’s request. This kind of work cannot be used without Wattmark Paper’s written consent and the intellectual property rights arising therefrom shall belong to Wattmark Paper solely.
4.4 Indemnification: Client agrees to protect Wattmark Paper from economic loss and other harmful consequences that could arise in connection with the Work or Product ordered by Client. Client will hold Wattmark Paper harmless and indemnify it against all losses, claims, demands and Court actions (including legal costs on full indemnity basis) as a consequence of the Work or Product ordered by Client.
4.5 Intellectual Property Rights: Client acknowledges and agrees that copyrights, trademarks, patents and other intellectual property rights in all materials supplied or furnished by Wattmark Paper to Client in respect of the Work or Product shall belong to and remain as the property of Wattmark Paper or its licensor(s). Unless expressly authorized in writing by Wattmark Paper or its licensor(s), Client is not allowed to use or claim them. However, if the designs or specific instructions to produce the Work or Product are provided or furnished by Client to Wattmark Paper, then Client must ensure that such designs or specific instructions are their own designs/ideas or are authorized by the licensor(s) and would not cause Wattmark Paper to infringe the intellectual property rights of the true owners or breach the relevant laws or legislations of any Country. In this connection, Client shall indemnify and hold Wattmark Paper harmless from any loss, damage and expense (including all legal costs on indemnity basis) that Wattmark Paper may suffer in respect of the Work or Product.
4.6 Confidentiality: Both Wattmark Paper and Client shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the Work and/or the Product.
4.7 Personal or Economic Rights: Client warrants to and undertakes with Wattmark Paper that the Work or Product will not contain anything that is libelous or scandalous, or infringe a person’s privacy or personal/economic rights, or other legislations or rule of laws. Client shall, at its sole expense, promptly and thoroughly defend Wattmark Paper in all legal proceedings.
4.8 Safety Testing: Client is responsible for providing accurate product information to Wattmark Paper including but not limited to the country of destination, age group, product category and other details for safety assessment and shall conduct safety test(s) on the raw materials or the components supplied or furnished by the Client and/or the Work done according to Client’s specific instructions and Client is solely responsible for its/their safety. Under no circumstances shall Wattmark Paper have any liability of whatever kind for (i) incorrect information on product category and/or unsafe components furnished by Client and (ii) the subsequent change of safety regulations in any Country after the Work or Product is made or delivered to Client.
4.9 Economic Loss: Notwithstanding anything contained in these terms and conditions, in no circumstances shall Wattmark Paper be liable, in contract, tort, including negligence or breach of statutory duty, or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
4.10 Limitation of Liability: Notwithstanding anything contained in these terms and conditions Wattmark Paper’s liability to Client in respect of the Work or Product, in contract, tort, including negligence or breach of statutory duty, or howsoever otherwise arising, shall be limited to the invoice value of the Work or Product.
4.11 Terms/Claims/Liens: Claims for defects, damages, or shortages must be made by Client in writing not later than 30 calendar days from the date of the receipt of the Work or Product by Client. If no such claim is made, Client is deemed to have acknowledged and accepted that the Work or Product has complied with all terms, conditions, and specifications set out by Client. As security for payment, Wattmark Paper has a lien on all Client’s properties in Wattmark Paper’s possession including all work-in-progress and the undelivered Work or Product until full payment for the Work or Product and any accrued interest.
5. Acceptance of Goods
5.1 Press Proofs: Press proofs will not be furnished unless they have been required in writing in Wattmark Paper’s quotation. A press sheet can be submitted for Client’s approval only if Client is present at Wattmark Paper’s factory to approve the draft proofs. Any press time lost or alterations/corrections made because of the Client’s delay or change of mind will be charged at cost.
5.2 Disclaimer of Express Warranties: Wattmark Paper warrants that the Work or Product is as described in the purchase order or quotation and pre-press proofs. All other warranties, conditions or terms are excluded to the fullest extent permitted by law.
5.3 Disclaimer of Implied Warranties: Wattmark Paper warrants only that the Work or Product will conform to the descriptions contained in the purchase order and specifications provided by Client. Wattmark Paper’s maximum liability, whether by negligence, contract, agreement, or otherwise, will not exceed the invoice value of the Work or Product. Under no circumstances will Wattmark Paper be liable for specific, individual, or consequential damages. Wattmark Paper’s liability for breach of such warranty is limited to, at its option, (i) repairing or replacing the defective articles at no cost to Client; or (ii) crediting Client for the total invoiced amount for the defective articles paid to Wattmark Paper.
6. Delivery of the Work or Product
6.1 Delivery and Risk: All shipping arrangements and payment terms are stated on Wattmark Paper’s quotation which is based on continuous and uninterrupted delivery of the complete order. Wattmark Paper reserves the right to make an additional charge to cover any increase in transportation costs occurring before the date of delivery. The Work or Product is delivered to Client when Wattmark Paper makes it available to Client or any agent of Client or any carrier at shipping point, as specified on the quotation/order; and the risk in the Work or Product shall pass to Client upon delivery. In the event that shipping information is incorrectly provided by Client, Wattmark Paper shall not be responsible for re-delivery and the costs incurred. Unless otherwise stated in the quotation/order, prices quoted contain no charge for storage of finished articles, paper or other materials furnished by Client. Materials stored for more than 30 days after completion of the order or Work or Product, are subject to Wattmark Paper’s standard storage charges. Wattmark Paper is not liable for any loss or damage to the stored materials beyond what is recoverable by Wattmark Paper’s fire and extended insurance coverage.
6.2 Logistic Cost for Client’s Self-supplied Accessories: Client is responsible for all costs of transportation of Client-supplied materials, accessories, tools and devices to Wattmark Paper’s factory in PRC. In case Wattmark Paper is required to undertake the transportation from Hong Kong Port or any other location to its factory in PRC, all costs and expenses so incurred will be reimbursed by Client.
7. Payment Collection
7.1 Late Payment: Client should strictly follow the payment terms as stipulated in the quotation/order or Contract, irrespective of the shipping arrangements. Client hereby agrees that the failure to pay Wattmark Paper’s invoice(s) on its/their due date(s) shall constitute a material breach of these terms and shall entitle Wattmark Paper as of right to immediately hold, or cease production/shipment of the Work or Product or any other order(s). In that event, Client shall still be responsible for all costs of and expenses incurred on the Work or Product, work-in-process and raw materials of all orders. Furthermore, Client will have to pay Wattmark Paper on demand upon such breach interest at the rate of 3% over and above the prime rate of HSBC for the time being on the amount(s) then due or outstanding on Client’s general account.
7.2 Retention of Title: Ownership of goods shall not pass until the price and all other sums due from Client to Wattmark Paper have been paid. However, even though title has not been passed, Wattmark Paper shall be entitled to take legal action against Client for non-payment after the due date.
7.3 Royalty Fee: Client is required to give 7 days written notice to Wattmark Paper before assigning another printer to re-print the Product which was originally developed or manufactured by Wattmark Paper with the Augmented Reality technology, Magic Paper World™ technology or other special technologies under any purchase order or quotation and is agreeable to pay reasonable royalty fee for the continued use of Augmented Reality technology, Magic Paper World™ technology or other special technologies, upon the request of Wattmark Paper.
8.1 Force Majeure: Wattmark Paper shall not be liable for any failure to perform any of its obligations under the quotation/order or Contract due to Force Majeure or Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, terrorist activities, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or other events outside the reasonable control of the party. Following notification by Wattmark Paper to Client of such cause, Wattmark Paper shall be allowed a reasonable extension of time for the performance of its obligations.
8.2 Relationship of the Parties: Client’s relationship with Wattmark Paper will be that of independent buyer and seller. Client will not have, and will not represent that it has, any power, right or authority to bind Wattmark Paper, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of Wattmark Paper or in Wattmark Paper’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Client and Wattmark Paper as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Client will make no warranty, guarantee or representation, whether written or oral, on Wattmark Paper’s behalf.
8.3 Effect of the Contract: These terms and conditions are subject to change by Wattmark Paper without prior notice to Client and shall override any contrary different or additional terms or conditions (if any) contained on or referred to in Client’s own order form or other documents or correspondence, and no addition alternation or substitution of these terms will bind Wattmark Paper or form part of any purchase order unless they are expressly accepted in writing by Wattmark Paper.
8.4 Applicable Law and Competent Court: This Contract or agreement shall be governed by the laws of Hong Kong Special Administrative Region (HKSAR) and Client consents to the non-exclusive jurisdiction of Hong Kong Courts on all matters relating to it EXCEPT (a) if Client is situated within Continental Europe, the Courts of Antwerp (Belgium) in Continental Europe shall have exclusive competence and jurisdiction and (b) if Client is situated outside Continental Europe, Wattmark Paper shall invoke the jurisdiction of the Courts of any other Country as Wattmark Paper at its sole discretion sees fit. In case of conflicts of law, the laws of HKSAR shall prevail.
*Remarks: Clause 2.7 above may not apply to our USA clients, as special arrangement will be made on our quotation.