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,
”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.
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
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.
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