1. Interpretation
1.1 “Seller” refers to SPECTRART LIMITED, with its registered office at 1401 Cheuk Nang Centre, 9-11 Hillwood Road, Tsim Sha Tsui, Kowloon, Hong Kong.
1.2 “Buyer” refers to the person or entity contracting with the Seller for the purchase of Goods and/or Services.
1.3 “Contract” refers to the agreement for the sale and/or supply of Goods and/or provision of Services by the Seller to the Buyer.
1.4 “Conditions” refers to the standard terms and conditions of business set out in this document and any additional terms agreed upon in writing between the Seller and the Buyer.
1.5 “Deposited Items” refers to any paintings, pictures, prints, frames, or other items placed in the Seller’s custody by the Buyer, regardless of ownership, related to the Goods and/or Services.
1.6 “Goods” refers to any goods (excluding Deposited Items) that the Seller agrees to sell, supply, or upon which Services will be performed under the Contract.
1.7 “Services” refers to any processes or work performed by the Seller, such as mounting, fitting, framing, restoration, storage, packing, crating, shipping, and transportation.
1.8 “Contract Price” refers to the price payable by the Buyer for Goods or Services, including any increases as per these Conditions.
1.9 “Writing” includes email, telex, cable, facsimile transmission, and similar forms of communication.
1.10 Any reference to a statutory provision in these Conditions is deemed to include amendments, re-enactments, consolidations, or extensions made to that provision.
1.11 The headings in these Conditions are for convenience only and do not affect their interpretation.
2. Basis of the Contract
2.1 The Seller will sell and/or supply Goods and/or provide Services based on any written quotation or order accepted by the Buyer, governed by these Conditions, unless otherwise agreed in writing.
2.2 These Conditions form the entire agreement between the Buyer and Seller and take precedence over any terms or conditions specified by the Buyer unless otherwise stated. All guarantees or warranties, unless required by law, are excluded.
3. Quotations and Orders
3.1 The Buyer is responsible for ensuring that any order, including specifications (e.g., measurements, colors), is accurate and for providing necessary information to allow the Seller to fulfill the Contract.
3.2 The quantity, quality, and description of Goods and/or Services shall be as specified in the Seller’s quotation (if accepted) or the Buyer’s order (if accepted).
3.3 Any changes or additions to an order or quotation will result in extra charges to the Contract Price. The Buyer must accept the modified Goods or Services provided, as long as the changes do not materially affect their quality.
3.4 The Buyer will indemnify the Seller for any losses, costs, or penalties resulting from work done in violation of intellectual property rights (e.g., trademark, copyright, patent).
4. Contract Price
4.1 Full payment is due immediately upon invoice and prior to production of the order.
4.2 If the Buyer is outside Hong Kong, a 100% full payment is required upon order acceptance.
4.3 The Seller reserves the right to charge interest at 2% above the base rate of The Hongkong and Shanghai Banking Corporation Limited (or HSBC HK) on overdue payments.
4.4 The Buyer cannot withhold payment or set-off amounts from the Contract Price for any claims under the Contract.
4.5 In case of partial completion, the Seller is entitled to charge for the work done (quantum meruit).
5. Risk and Ownership
5.1 Upon delivery or collection of Goods, the risk of loss, destruction, or damage passes to the Buyer. However, ownership remains with the Seller until all payments due are made.
5.2 Until ownership passes, the Buyer holds the Goods as a bailee for the Seller and must store them separately, if requested, until incorporated into other goods.
6. Termination
6.1 The Seller may terminate the Contract if the Buyer defaults in payment or breaches the Contract, becomes insolvent, or experiences other events of financial distress.
6.2 In case of termination, the Seller may suspend or cancel the Contract, stop any Goods in transit, and/or forfeit any deposit paid.
6.3 The Seller allows the Buyer to sell or incorporate the Goods into other goods, but proceeds from any sale must be paid into a separate account and held in trust for the Seller.
7. Limitation of Liability
7.1 The Buyer agrees that the Seller’s liability is limited to prevent disproportionate claims to the Contract Price and to keep the price reasonable.
7.2 The Seller may use subcontractors and is not liable for any loss resulting from their actions.
7.3 If any clause is deemed unreasonable under law, it will be struck out without affecting the rest of the Conditions.
7.4 The Seller is not liable for any consequential or economic loss.
8. Sample
Samples are for the Buyer’s reference to judge quality. The Seller may substitute equivalent Goods without liability.
9. Completion
9.1 The Seller will strive to ensure Goods and/or Services are ready within the specified period, based on the Buyer’s cooperation.
9.2 Delivery or collection dates are guaranteed only if an additional premium is paid. Otherwise, time is not of the essence.
9.3 Delays caused by factors outside the Seller’s control do not hold the Seller liable.
10. Collection
Upon collection, the Buyer must inspect the Goods and/or Services. Acceptance of the Goods is deemed upon collection, confirming they conform to the Contract.
11. Delivery
11.1 Delivery charges will apply if the Buyer requests delivery to a specified destination. Additional crateage charges may apply.
11.2 If Goods are damaged or lost in transit, the Seller will repair or replace them at no cost to the Buyer, provided the Buyer notifies the Seller promptly.
11.3 The Buyer must inspect Goods and/or Services upon delivery and notify the Seller of any issues within 7 days.
12. Storage
12.1 If the Buyer does not accept or collect Goods within the specified period, the Seller may store them at the Buyer’s expense.
12.2 The Buyer will indemnify the Seller for all storage costs.
13. Lien
The Seller retains a lien over the Buyer’s property until all amounts due are paid. The Seller may sell or dispose of Goods to recover owed sums.
14. Deposited Items
14.1 Upon accepting Deposited Items, the Seller will issue a receipt. The Seller is not liable for loss or damage except due to negligence in providing Services.
14.2 The Buyer is responsible for insuring Deposited Items.
15. Force Majeure
In cases of unforeseen events like natural disasters, strikes, or other exceptional circumstances, the Seller may cancel the Contract or extend the time for delivery.
16. Jurisdiction and Arbitration
Disputes will be governed by Hong Kong law and resolved through arbitration in Hong Kong.
17. Notice
Notices must be served in writing to the Seller’s or Buyer’s address as provided. Notices are deemed received the next working day after being sent.