PO TERMS & CONDITIONS

Unicorn Stores (HK) Limited

1. INTERPRETATION & DEFINITIONS
The following definitions shall apply to these terms and conditions:-

• • Business Day: means all days of the year including all Sundays, all bank and statutory holidays as set out in the government gazette.
  • Business Hours: the designated period of time on Business Days that the store operates and is available to provide goods and/or services to customers, subject to store location and the change by the Licensor at its absolute discretion from time to time.
  • Cancellation Date means the date specified in the PO, prior to which we may amend or cancel the PO without incurring any liability, costs or compensation to you without incurring any liability, costs or compensation to you.
  • Confidential Information: means the terms and conditions of this agreement and the PO and any information of a confidential nature concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of its Group, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
  • Delivery: completion of delivery of Products specified in PO.
  • Delivery Date: the date specified for delivery of Goods specified in PO.
  • Delivery Location: the place or location specified for delivery of Goods in PO.
  • Goods: means the goods, products, substances or materials referred to in the PO forming the subject matter thereof;
  • PO: means the purchase order(s) issued by us to you;
  • Price: means the price of the Goods specified in the PO;
  • Purchase of Goods Agreement: means the Purchase of Goods Agreement previously signed between you and us including the Term Sheet and the Terms and Conditions therein contained in respect of your supply of the Goods to us, which shall form part and parcel of this PO as if the Purchase of Goods Agreement is fully incorporated and set out herein.
  • Supplier, you, your: means the person, firm, company, corporation or entity to whom the Order is addressed and its agent, employee, authorized representative, workmen, contractor;
  • Us, we, our: means Unicorn Stores (HK) Limited

2.CONTRACT

• • These terms and conditions (“Terms”) together with the PO issued by us to you and the Purchase of Goods Agreement shall constitute a binding and enforceable agreement collectively, (“Contract”) between us and you. These Terms shall apply to all PO issued on or after the Effective Date. You shall be deemed to have accepted the Terms in full upon your acknowledgement, acceptance and/or commencement of performance of the Contract. In the event of any conflict between these Terms, the PO and the Purchase of Goods Agreement signed between you and us, the Purchase of Goods Agreement shall prevail.
  • No amendment, modification or variation of the Contract shall be effective unless expressly and unequivocally accepted by us in writing and duly signed by us.
  • The Contract ( the PO ) represent the entire agreement between us and the Supplier in respect of the Goods and supersedes all prior representations, discussions, negotiations and agreements, whether written or oral.

3.SUPPLY OF GOODS
Supplier shall perform its obligations under the Contract:

• • with reasonable and due care and skill; and
  • to the standard reasonably expected of an experienced and competent provider of the Goods by, amongst other things, having sufficient reasonably qualified and experienced staff to perform its obligations.

The Goods supplied to Us by the Supplier shall:

• • comply with all written specifications and/or requirements stated in Contract (the PO and these Terms, including but not limited to quantity, quality, product description and particulars;
  • correspond with any reference sample provided by Supplier;
  • be new, of merchantable quality and sound workmanship and fit for any purpose held out by the Supplier or made known to the Supplier by Us;
  • be free from defects in design, material and workmanship and to the extent the Goods are food and drinks or otherwise intended for human consumption, the Goods are clean, hygienically prepared, fit for human and/or pet consumption and free from adulteration or foreign materials;
  • comply with all applicable local and international laws and regulations, including but not limited to Trade Descriptions Ordinance, Competition Ordinance, Toys and Children’s Products Safety Ordinance, Public Health and Municipal Services Ordinance, Pharmacy and Poisons Ordinance, Antibiotics Ordinance, Electricity Ordinance, Dangerous Goods Ordinance and Consumer Goods Safety Ordinance, Food and Drugs (Composition and Labelling) Regulation, Personal Data (Privacy) Ordinance, Product Eco-responsibility Ordinance, Environmental Levy Scheme on Plastic Shopping Bags and all regulations and rules made under the aforesaid and any warranties implied by law;
  • not infringe the Intellectual Property Rights of any third party; and
  • not contain any false trade descriptions, forged trade marks, false representations or otherwise contravene the Trade Descriptions Ordinance.

4.PURCHASE ORDER

• • We may request amendment or variation or cancellation of a PO at any time prior to the Cancellation Date or your delivery of Goods to us, whichever is later, without incurring any liability, costs or compensation to you on our part.

5.QUALITY AND PACKING

• • The Supplier shall manufacture (if any), pack and supply the Goods in accordance with specifications as directed by the Customer from time to time and all generally accepted industry standards and practices that are applicable and such.
  • The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition.
  • The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, supply, packing, packaging, marking, labelling, storage, marketing, handling and delivery of the Goods.

6.DELIVERY

• • The Supplier shall deliver the Goods specified in each PO to the Delivery Location on the Delivery Date. The Supplier shall not make delivery for PO in advance of the Delivery Date without the prior written consent of the Customer.
  • Each delivery of Goods shall be accompanied by a delivery note from the Supplier showing the PO Number, the date of the PO, the product name and quantity of Goods included in the PO. Delivery of a PO shall be completed on its arrival at the Delivery Location and upon signing of the relevant delivery note by the Customer.
  • If a PO is not delivered on the specified Delivery Date, then, without limiting any other right or remedy the Customer may have, the Customer may:

• • • refuse to take any subsequent attempted delivery of the PO;
    • cancel the PO with immediate effect

7. ACCEPTANCE AND DEFECTIVE PRODUCTS

• • We shall not be deemed to have accepted any Goods until we have reasonable time to inspect the same following your delivery, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.
  • If any Goods delivered to the Customer do not comply with Clause, or are otherwise not in conformity with the terms of the Contract (including the PO and these Terms), the Customer may reject those Goods and without prejudice to its rights and without incurring any liability on the Customer’s part:

• • • require the Supplier to repair or replace or return the rejected Goods and/or to accept the defective goods (if any) returned by us at the Supplier’s risk and expense within three Business Days of being requested to do so; or
    • where the Customer has already paid for the Goods, require the Supplier to repay the price of the rejected Goods in full within 30 days after the return; or
    • withhold payment for the rejected Goods until the rejected Goods have been repaired or replaced or returned.

8. TITLE & RISK

• • Title in the Goods will pass to us from Supplier upon full payment of the Price or upon delivery, whichever is earlier, free from all encumbrances.
  • Risk in the Goods will pass to us only upon Delivery of the Goods.

9. PRICE

• • The Prices are inclusive of all applicable foreign, federal, state and local taxes and miscellaneous charges payable under all applicable laws and regulations (Taxes) including but not limited to plastic shopping bag charges, sales, gross receipts and use taxes, withholding tax, duties, customs, tariffs, forwarding agent’s fees, imposts and surcharges.
  • The Prices are inclusive of the costs of packaging, insurance, delivery and carriage of the Goods.

10. TERMS OF PAYMENT

• • Supplier will invoice us upon or after delivery of the Goods. All invoices must quote the relevant PO number, Price, product name and quantities of the Goods accepted by us.
  • We shall pay undisputed invoices in full within the period specified in the Term Sheet or otherwise in the PO. Payment shall be made in the manner prescribed in the Term Sheet or otherwise agreed in writing between the Supplier and Us.

11. INDEMNITY

• • Supplier shall indemnify us against all claims, liability, loss, damages and costs (including legal costs on a full indemnity basis) suffered or incurred or arising out of or in connection with:

• • any breach (including breach of warranty) by Supplier of the Contract;
  • any breach by Supplier of any law or regulation;
  • any defect or non-compliance of the Goods supplied;
  • any delay in supply, manufacture or delivery, or any non-performance of the PO in any other respect;
  • any claim that the Goods (or our use of the Goods in accordance with directions or instructions from Supplier):
    1. caused personal injury or death to any person;
    2.  caused loss or damage to any property; or
    3.  infringe any letters patent, registered design, trade mark, trade name or any other intellectual property or industrial rights of any third party.

12. INSURANCE

• • Unless otherwise specified by us, Supplier must have in place:

• • • public liability insurance;
    • product liability insurance; and
    • workers’ compensation insurance in accordance with all applicable laws and regulations.
  • Supplier must provide us upon request satisfactory evidence of its current insurances upon reasonable notice.

13. CONFIDENTIALITY

• • Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.

14. CANCELLATION

• • In the event that Supplier commits a breach of any of these Terms, or has a winding up or bankruptcy petition filed against It or him, or a resolution Is passed for its winding up, we shall be entitled at its discretion to cancel the PO entirely and/or all other PO accepted by Supplier that performance of which has not been fulfilled, without compensation to Supplier and without prejudice to any rights or remedies which may have accrued or may thereafter accrue to either party, and to recover from Supplier any losses damages or expenses arising from or incurred by reason of the above events.

15. FORCE MAJEURE

• • A party will not be liable for delay or failure to perform its obligations under the Contract due to and for the period of an event that is not reasonably foreseeable and not caused by or under the control of that party including natural disasters, labour strikes and orders rules or restrictions imposed by governmental authority and utility service interruptions (“Force Majeure”)
  • A party may terminate the Contract or cancel the PO by giving fourteen (14) days’ notice to the other party if the other party is delayed or prevented from performing its obligations under the Contract due to Force Majeure for a period of more than thirty (30) days.