PO TERMS & CONDITIONS

Unicorn Stores (HK) Limited

1. INTERPRETATION & DEFINITIONS
   • The following definitions shall apply to these terms and conditions:-
     • “Associated Company” has the same meaning as defined in the Companies Ordinance (Cap.622, Laws of Hong Kong);
     • “Cancellation Date” means the date specified in the PO, prior to which we may amend or cancel the PO under clause 3;
     • “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;
     • “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, their respective employee and authorized representative;
     • “working day” means a day that is not a Saturday, Sunday or statutory holiday in Hong Kong;
   • Unless the context requires a contrary construction, words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word “person” includes an individual, body corporate, partnership or unincorporated association.

2. CONTRACT
   • These terms and conditions (“Terms”) together with the PO issued by us to you shall constitute a binding and enforceable agreement (“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 and the PO and any supply of goods agreement signed between you and us, the terms of the PO shall prevail.
   • If the Supplier purports to unilaterally impose upon us or incorporate into the Contract any additional or varied terms by any means whatsoever (whether by way of written quotation, acceptance, acknowledgement or any other document, custom course of trade, previous or current course of dealing or otherwise), such terms shall be void. 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. Any payment or any acceptance by us of your Goods delivered under the Contract shall not be deemed as our acceptance of your terms, conditions and/or proposed amendments, modification or variation of these Terms.
   • The Contract represents the entire agreement between us and the Supplier in respect of the Goods and the PO and supersedes all prior representations, discussions, negotiations and agreements, whether written or oral.
3. SUPPLY OF GOODS
   • Supplier shall supply the goods to us in accordance with the PO and subject to Terms.
   • Supplier shall perform its obligations under the Contract:
     • with reasonable and due care and skill;
     • to the standard reasonably expected of an experienced and competent provider of the Goods; and
     • in compliance with all applicable 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.
   • 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 on our part.

4. REJECTION OF GOODS
   • We shall not be deemed to have accepted any Goods until we have reasonable time to inspect the same following your delivery.
   • If any of the Goods fail to perform or comply with any aspect of the PO or the warranties and representations given by Supplier under the Contract, we may at our option and at Supplier’s own risk and expense without prejudice to our rights and without incurring any liability on our part:
     • reject the Goods by notice to Supplier;
     • withhold payment for the rejected Goods until such failure has been remedied or rectified;
     • require Supplier to provide replacement Goods; and/or
     • cancel or partially cancel the PO and require Supplier to repay any amounts paid by us for the rejected Goods.
   • Upon rejection of Goods, Supplier must, at its own expense, immediately remove the rejected Goods from our premises, failing which we may, at Supplier’s sole risk and expense return the Goods to Supplier or, where the Goods are in our reasonable opinion not in a suitable condition to be returned, have them destroyed or otherwise disposed of at Supplier’s expense without compensation to you and without prejudice to our rights against you.
   • If Supplier fails to promptly remove and replace the rejected Goods, we may obtain substitute products from a third party supplier, or have the rejected Goods repaired by a third party, and you shall reimburse us for all costs incurred.

5. PAYMENT
   • Supplier will invoice us upon or after delivery of the Goods.
   • All invoices must quote the relevant PO number, Price, description and quantities of the Goods accepted by us.
   • We will pay all undisputed invoices within the period specified on the PO, or if no period is specified, within the time and in the manner as agreed between Supplier and us when an invoice complying with this clause is issued.
   • If any invoice issued by Supplier is in genuine dispute, we will give notice to you and withhold payment of that invoice without penalty until the dispute is resolved. If the parties have not resolved the dispute within two (2) months of our notice, either party may commence court proceedings against the other in Hong Kong in respect of the dispute. The Supplier’s obligations to supply the Goods shall not be affected by any payment dispute.
   • All expenses incurred by Supplier in relation to performing and observing its obligations under the Contract will be borne solely by Supplier. Supplier must not incur expenses in our name unless otherwise specified in the PO.
   • If any amount is due from you to us or to our Associated Company, we may set-off such amount against amounts due to you in relation to the Contract or any other agreement.
   • Payment by us may be taken as payment on account but does not constitute:
     • evidence of the value of the Goods;
     • an admission of any liability by us; or
     • our acceptance of the Goods;
     • our acceptance of your compliance with the Contract or your failure to do so.

6. DELIVERY
   • Supplier shall make delivery of all Goods during our normal business hours (to be specified by us from time to time) in the manner and/or within the time specified in the PO at his own risk and expense.
   • Each delivery of Goods shall be accompanied by a delivery note from the Supplier showing the PO Number, the date of the PO, the type and quantity of Goods included in the PO. Delivery of Goods under PO will be completed when the delivery of the Goods is accepted and upon signing of the relevant delivery note by us. No partial delivery of the Goods is allowed unless otherwise agreed by us.
   • Any additional or special requirements by us as to delivery of the Goods will be specified on the PO and are deemed to be a condition of the Contract. Delivery must be made no later than the date specified in the PO (time being of the essence). If delivery is not made in this time and in strict compliance with all the terms, conditions and other requirements of the PO, the PO may be cancelled, in whole or in part, by us at our discretion.
   • If for any reason we are unable to accept delivery of the Goods or any part thereof at the time in the PO, the Supplier shall if so requested by us grant such extension of time as may be necessary to enable us to accept delivery of the Goods and shall during the interim period store the Goods in a safe and suitable place to prevent their deterioration or loss provided that the reasonable costs of such storage shall be borne by us.
   • If Supplier fails to deliver the Goods on the date specified on the PO, we may, without prejudice to our rights:-
     • reject the Goods or otherwise refuse to accept any attempted delivery of the Goods by you;
     • terminate the Contract with immediate effect;
     • obtain substitute products from another supplier and recover from you any costs and expenses reasonably incurred by us in obtaining such substitute products;
     • claim damages against you for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Goods, provided that the Supplier shall have no liability for any failure or delay in delivering the Goods to the extent that such failure or delay is caused by our failure to comply with our obligations under the Contract.

7. 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 (regardless of whether title in the Goods have passed to us earlier).
   • For the avoidance of doubt, upon passing of title to the Goods to us, we shall be entitled to sell, resell, distribute, gift, destroy, dispose of or otherwise deal with the Goods without any interference or disturbance from the Supplier at any place (whether in Hong Kong or elsewhere in any jurisdiction), through any platform (whether physical or online) and through any person (whether us or our agent or associated companies or other third parties) at any price, on any terms and to any person as we deem fit.

8. RIGHT TO INSPECT
   • We reserve the right to inspect the Goods either during and/or after manufacture but before dispatch in the Supplier’s premises. Any such inspection in no way implies acceptance of such Goods by us, or otherwise affects our rights in respect of the Goods.
   • Upon our request, the Supplier shall provide:-
     • in respect of the Goods, certification, laboratory test reports or any other equivalent test certificate issued by the experts recognized or acknowledged in the industry of the relevant Goods as an expert of good repute certifying the Goods have in all respects comply with the requirements contained in these Terms (including but not limited to Clause 2); and;
     • all test records, reports and documents relevant to sub-clause (a) above with sufficient details as we may reasonably request.

9. TAX & PACKING
   • Charges for packing, marking and labelling of the Goods are included in the Price. All such packing, marking and labelling shall be in accordance with good commercial practice, complies with all applicable laws and regulations and be sufficient to ensure safe arrival of the Goods at the destination designated, storage and protection against weather. Supplier shall mark all containers with necessary lifting and handling information and PO number. To the extent permitted by laws, we shall be entitled to direct the form and manner of all packing, marking and labelling of the Goods.
   • All applicable foreign, federal, state and local taxes and miscellaneous charges payable under all applicable laws and regulations 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 (collectively, “Taxes“) are included in the Price.

10. WARRANTIES
    • Supplier warrants and represents to us that the Supplier:
      • has the right to supply the Goods to us free from all encumbrances and that we will be entitled to enjoy quiet possession of the Goods;
      • complies with all applicable local and international laws, regulations and standards, including but not limited to, those relating to manufacture, supply, packing, packaging, marking, labelling, storage, handling and delivery of the Goods;
      • has and will comply with all regulatory and/or necessary licences, permits, authorizations, consents and approvals necessary for Supplier to supply the Goods; and
      • has sufficient reasonably qualified and experienced staff to perform its obligations under the Contract.
    • Supplier warrants and represents to us that the Goods supplied:
      • comply with all applicable local and international laws and regulations, including those in relation to food and hygiene standards and any warranties implied by law;
      • are new, of merchantable quality, of sound workmanship and fit for the purpose for which they are intended;
      • are free from defects in 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 consumption and free from adulteration or foreign materials;
      • do not contain and are not made from any process or equipment that uses any harmful or hazardous materials;
      • comply with all written specifications and/or requirements stated in the PO, including but not limited to quantity, quality, description and particulars;
      • correspond with any reference sample provided by Supplier;
      • do not infringe the intellectual property rights of any third party; and
      • do not contain any false trade descriptions, forged trade marks, false representations or otherwise contravene the Trade Descriptions Ordinance.

11. INDEMNITY
    • Supplier shall indemnify us and our officers, employees, agents and Associated Company 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 wilful, fraudulent, illegal, wrongful, negligent or reckless act or omission of Supplier or its employees, Associated Company, contractors or agents;
      • any liability for Taxes in respect of the Goods, including all penalties and interest thereof; and
      • any claim that the Goods (or our use of the Goods in accordance with directions or instructions from Supplier):
        • (i) caused personal injury or death to any person;
        • (ii) caused loss or damage to any property; or
        • (iii) infringe any letters patent, registered design, trade mark, trade name or any other intellectual property or industrial rights of any third party.

12. AUDIT & INSPECTION
    • We may upon reasonable notice request to audit or inspect Supplier’s records and facilities in order to evaluate Supplier’s:
      • quality and food protection procedures, including compliance with any applicable laws, regulations, guidelines; or
      • compliance with this Contract.
    • No inspection or test shall relieve Supplier from its responsibility for defects or other failure to meet the requirements of the PO and these Terms.

13. INSURANCE
    • Unless otherwise specified by us, Supplier must have in place:
      • public liability insurance for a minimum amount of HK$5,000,000 for each occurrence;
      • product liability insurance for a minimum amount of HK$10,000,000 for each occurrence; 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.

14. 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”), provided that it:
      • notifies the other party in writing of the event within and its expected duration, as soon as reasonably practicable; and
      • uses reasonable efforts to minimise the effects of the event.
    • 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.

15. ANTI-CORRUPTION
    • Supplier must, and must ensure that its employees, agents, Associated Company, contractors, courier or any person or entity involved in Supplier’s performance of the Contract:
      • comply at all times with all applicable anti-corruption laws, including but not limited to the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the Hong Kong Prevention of Bribery Ordinance (Cap. 201, Laws of Hong Kong);
      • refrain from offering or giving any undue advantage to us, our agent, employees, representatives, contractors and public officials; and
      • refrain from requesting or accepting undue benefits from us, our agent, employees, representatives, contractors and public officials.
    • Supplier must, upon our request, certify in writing that it has complied with the obligations in this clause.

16. ASSIGNMENT & SUBCONTRACTING
    • Supplier must not assign its rights or subcontract the performance of any of its obligations under the Contract to any third party (including sub-suppliers) without our prior written approval.
    • Any subcontract entered into by Supplier will not:
      • relieve Supplier from its obligations under the Contract; or
      • create or impose any obligations or liability on us.
    • Supplier will be liable to us for the acts and omissions of subcontractors and their employees, officers, agents and consultants, as if they were acts or omissions of Supplier.

17. CONFIDENTIALITY
    • All terms and conditions of the Contract, the PO and all information disclosed by either party for the purposes of providing Goods under the Contract and all sales reports in respect thereof must be treated as confidential, and must not be disclosed to any third parties (other than an Associated Company) without the discloser’s written consent unless such disclosure is permitted or required by law.
18. CANCELLATION
    • At any time prior to the Cancellation Date or your dispatch of the Goods (whichever is later), we may amend or cancel a PO by written notice to the Supplier without incurring any liability, costs or compensation on our part.
    • In the event that Supplier commits a breach of any of these Terms, or makes any composition or arrangement with his creditors (save for the purpose of an amalgamation, reconstruction or merger) or has a winding up or bankruptcy petition filed against It or him, or has a receiver appointed over his assets, 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.
19. JURISDICTION
    • The Contract is governed by the laws of Hong Kong, and the parties submit to the non-exclusive jurisdiction of those courts.
20. MISCELLANEOUS
    • The invalidity or unenforceability of any provision of the Contract does not affect the validity of any other provisions.
    • Rights and obligations of a party are cumulative to and in addition to the rights and obligations otherwise existing at law or in equity.
    • Any notice, approval or consent provided or required under the Contract must be in writing, and is deemed to take effect from the time it is received unless a later time is specified in the notice.
    • Supplier must not rely on any of our words or conduct (including delay) as a waiver of our rights arising under or in connection with the Contract unless the waiver is in writing and signed by us.
    • Nothing in this contract, express or implied, is intended to or shall confer upon any person other than the contracting parties hereto any right, benefit or remedy of any nature whatsoever under or by reason of this purchase order. The Contracts (Rights of Third Parties) Ordinance (Cap. 623) shall not apply.
    • Without limiting the clauses which by their nature survive expiry or termination, clauses 10, 11, 15, 2, 17, 18 shall survive termination or expiry of the Contract.
    • Time is of the essence of every respect of this Agreement.