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1. Interpretation

1.1 In these Conditions:

“Buyer”refers to the person accepting delivery of the Goods on behalf of the

Customer. ”Conditions” refers to the Terms and Conditions set out herein.

”Contract” refers to the contract for the sale of Goods formed in accordance with

Clause 2.1 below.

”Customer” refers to the person purchasing goods from Amenity360.

”Goods” refers to the Amenity360's products purchased by the Customer

”Amenity360” refers to Amenity360 Limited Hong Kong, whose registered office

is at Rm 2912 Tower 2, Times Square, 1 Matheson Street, Causeway Bay,

Hong Kong.

”Writing” includes electronic transmission and comparable means of




 Any reference in these Conditions to any provision of a statute shall be

construed as a reference to that provision as amended, re-enacted or extended

at the relevant time.



Where the Customer has signed a formal agreement with Amenity360 for the

supply of goods, any contradictory terms in the official agreement will take

precedence over these Conditions of Sale. Where there are no contradictory

terms or conditions or where there is no reference to a term or condition then

these Conditions of Sale will apply.


2. Basis of Sale (Formation of Contract) & Variations


The Contract shall be formed either upon Amenity360 communicating its

acceptance of the Customer's order or upon tendering delivery, whichever is




These Conditions shall apply and form part of the Contract for the sale and

purchase of the Goods. No terms and/or conditions which the Customer may

seek to impose shall apply or have effect. No variations to the Contract shall be

binding unless agreed in writing between authorized representatives of the

Customer and Amenity360.



 Any recommendations or suggestions relating to the use of the Goods, made

by Amenity360, either in technical literature, packaging or in response to a

specific inquiry, are given in good faith, but it is for the Customer to satisfy itself

as to the suitability of the Goods for its own particular purpose and to the extent

it is lawful so to do. Amenity360 hereby expressly excludes itself from liability for

breaches of conditions and warranties implied by law.



No Goods will be supplied by Amenity360 on a sale or return basis.



Amenity360 reserves the right to cancel any order or part of any order at any

time prior to dispatch of the Goods for any reason whatsoever without thereby

incurring any liability to the Customer. If for any reason other than rejection

under Clause 6.3, the Customer does not accept delivery of the Goods at the

time when the Goods are tendered, then in addition to any remedies of

Amenity360 here under, the Customer shall be liable to Amenity360 for the full

cost of the goods as well as the delivery cost of the Goods incurred by




 Except where separately notified, goods included in any order may be bulked

to arrive at the order size/value for prices which are applicable. Bulked orders

are accepted for delivery to one delivery point only. Bulked orders of less than 6

cartons will be liable for a delivery and administration charge that will be varied

from time to time and which the Customer can request details of at any time

during the ordering process. All orders that require a definite delivery date of

less than 7 working days from the point the Contract is accepted by

Amenity360, may be liable for a delivery and administration charge that will be

varied from time to time and which the Customer can request details of at any

time during the ordering process. 


3. Specifications


 Amenity360 reserves the right to make any changes in the specification of the

Goods which are required in order to conform with any applicable safety or

other statutory requirements, or which do not materially affect their quality or

performance, or are requested by the Franchiser of the Goods, or are part of a

product improvement process solely determined by Amenity360.


4. Price & VAT


 Prices are subject to change without notice and the Goods shall be subject to

the price current on the day of acceptance of the Customer's order by




Prices are quoted exclusive of value added tax and any other applicable taxes

and duties all of which shall be payable by the Customer.



Prices are quoted exclusive of delivery and administration charges referred to in

Clause 2.6, all of which shall be payable by the Customer.


5. Terms of Payment


Except in the case of Customers who are yet to have completed Amenity360's

Credit Rating Process and are paying on a pro forma basis, the Customer shall

pay Amenity360 in advance of delivery. The time of payment of the price shall

be the essence of the Contract. Receipts for payment will be issued only upon




 If the Customer fails to make full payment on the due date then, without

prejudice to any other right or remedy available to Amenity360, Amenity360

shall be entitled to cancel the Contract, to suspend any further deliveries to the

Customer, and to charge the Customer interest (both before and after any

judgment) on the amount unpaid, at the rate of two per cent per month or any

part thereof until payment in full is made together with all costs, charges or

expenses incurred in recovering any amount due.


6. Delivery and Acceptance


 Delivery of the Goods shall be made to the Customer's usual point of delivery

unless notified otherwise when the Customer order is placed.



Amenity360 shall endeavor to meet any dates quoted for delivery but shall not

be liable for any variation in the delivery date of the Goods howsoever caused.

Time for delivery shall not be of the essence unless previously agreed by an

authorized representative of Amenity360 in writing.



 The Buyer shall inspect all Goods upon delivery and shall promptly notify

Amenity360 in Writing of any non-delivery, loss or damage to the same. If

Amenity360 shall not have been given notice of any claim within seven days of

delivering the Goods it shall be deemed accepted by the Buyer. Amenity360

shall have no liability to the Customer in the event that any failure on the part of

the Buyer to promptly notify Amenity360 results in Amenity360 being unable to

successfully claim against its carrier in respect of such non-delivery, loss or




Amenity360 reserves the right to refuse to leave the Goods at the point of

delivery if the Buyer is either unavailable or refuses to tender a signature. When

such goods are re-delivered Amenity360 reserve the right to make additional

charges for the resultant administration and carriage costs. 


7. Risk and Property in the Goods


Property in the Goods shall remain with Amenity360 until such time as the

Customer has paid all sums due for the Goods and delivery and administration

costs in question.



Notwithstanding Clause 7.1 the Customer shall be entitled to use or sell the

Goods in the usual course of its business provided, in the case of sale that such

transaction is made in good faith.



Notwithstanding the Goods remain Amenity360's property; risk of damage to or

loss of the Goods shall pass to the Customer at the time of delivery.



 The Customer's right to possess and use the Goods shall cease and

Amenity360 shall be entitled to require the Customer to immediately deliver the

Goods to it (and if the Customer fails to do so, the Customer hereby grants

Amenity360 a license to enter upon its premises to repossess the Goods) in the

event that either the Customer fails to pay Amenity360 any amount when due

for payment or the provisions of Clause 9 apply (insolvency).


8. Warranties & Liabilities


 Subject to the Conditions set out below, Amenity360 warrants that the Goods

will correspond with their specification at the time of delivery and will be free

from defects in material and workmanship. 



 The above warranty is given by Amenity360 subject to the condition that

Amenity360 shall be under no liability in respect of any defect arising from fair

wear and tear, abnormal working or storage conditions, failure to follow

Amenity360s instructions, misuse, alteration or tampering of the Goods without

Amenity360's approval or any negligence.



 Subject as expressly provided in these Conditions, all warranties, conditions or

other terms implied by statute or common law are excluded to the fullest extent

permitted by law.


 Save as may be provided in the Contract, nothing in Amenity360's sales and

promotional literature and no statement made by any of its employees or agents

shall be incorporated in the Contract and the Customer acknowledges that no

reliance has been placed on any such material or statement.



Amenity360 shall not be liable to the Customer for any loss of profit or other

indirect, special or consequential costs, expenses, loss or damage (and

whether caused by the negligence of Amenity360, its employees or agents or

otherwise) which arise out of or in connection with the supply of Goods or their

subsequent use except as expressly provided in these conditions.



 Amenity360’s maximum aggregate liability under, arising from or in connection

with the Contract (whether in contract, for negligence or otherwise) shall be

limited to a sum equivalent to the price of the Goods in respect of which such

liability arises.



 Amenity360 shall not be liable to the Customer or be deemed to be in breach of

the Contract by reason of any delay in performing, or any failure to perform, any

of Amenity360's obligations in relation to the Goods, if the delay or failure was

due to any cause beyond Amenity360's reasonable control as judged by



9. Insolvency of the Customer

9.1. This clause applies if:

 The Customer makes any voluntary arrangement with its creditors or becomes

subject to an administration order or ( being an individual or firm ) becomes

bankrupt or ( being a company ) goes into liquidation ( other than for the

purpose of amalgamation or reconstruction ) ; or 

An encumbrance takes possession or a receiver, administrative receiver or

administrator is appointed of any of the property or assets of the Customer ; or

 The Customer ceases or threatens to cease to carry on business ; or

 Amenity360 reasonably apprehends that any of the events mentioned above is

about to occur in relation to the Customer and notifies the Customer



 If this Clause applies then the price of the Goods shall become immediately

due and payable and without prejudice to any other right or remedy available to

Amenity360, Amenity360 shall be entitled to suspend any further deliveries or

ask for payment in advance of delivery without any liability to the Customer.


10. General


Amenity360 shall be entitled to assign its rights under the Contract and to

perform its obligations through a sub-contractor of its choice.



Any notice required or permitted to be given by either party to the other under

these Conditions shall be in Writing addressed to that other party at its

registered address or principal place of business or such other address as may

at the relevant time have been notified pursuant to this provision to the party

giving the notice.



The Customer shall not use Amenity360's company image, logo or trademarks

or the image, logo or trademarks of the Goods supplied as part of this Contract

in publicity material or other similar communications to third parties without

Amenity360's prior written consent and the Customer hereby agrees to

indemnify and keep Amenity360 fully indemnified in respect of any claims

threatened or actual arising out of any breach by the Customer of this Clause.



 Termination of the Contract shall be without prejudice to any rights of either

party arising prior to or as a result of such termination and no waiver of any

rights shall be a continuing waiver or prejudice the future enforcement of such




The Contract shall be governed and construed in accordance with the laws of

Hong Kong and both parties submit to the non-exclusive jurisdiction of the Hong

Kong Courts.

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