These Terms and Conditions May Change
These general terms and conditions of sale (these “Terms and Conditions”) apply to all goods (the “Goods”) sold by Kinoa Limited (“Seller”) to you (“Purchaser”) through www.kinoa-shop.com (“Website”) and shall constitute the only conditions on which the Seller is willing to supply the Goods to the Purchaser and to provide its Services (as defined below) to the Purchaser and describe how the Services may be accessed and used. By placing an order on the Website the Purchaser is offering to purchase a product on and subject to the following Terms and Conditions. In case of discrepancies between these Terms and Conditions and any other documents or in any correspondence or elsewhere or implied by trade, custom, practice or course of dealing, the provisions of these Terms and Conditions shall prevail.
1.1 The Purchaser shall place an order to purchase the Goods in writing, specifying (i) the type and quantity of Goods ordered, (ii) the location where the Goods shall be delivered, and (iii) the requested delivery date/period.
1.2 Each order placed by the Purchaser for the supply of Goods shall be deemed to be an offer to purchase the Goods on the conditions provided under these Terms and Conditions, which is subject to acceptance by the Seller.
1.3 When the Purchaser places an order, the Purchaser will receive an acknowledgment email confirming receipt of the order; this email will only be considered as an acknowledgment and will not constitute acceptance of the order by the Seller (“Order Acknowledgment”).
1.4 All orders are subject to availability and confirmation of the receipt of the payment relating to the purchase of the Goods.
2- NO VARIATION WITHOUT THE SELLER’S CONSENT
Any provision included by the Purchaser in the order or other communication relating to the order which is at variance from the terms hereof shall be ineffective as a modification hereof unless specifically accepted in writing by the Seller.
3- CANCELLATION OF ORDERS
Any order which is confirmed and paid may not be cancelled except with the Seller’s prior written consent and upon terms that will fully indemnify the Seller for loss or damages occasioned by such cancellation.
4.1 Any contract for the sale of Goods (“Contract”) is conditional upon (i) the Seller obtaining sufficient import licenses (if applicable) to allow the import into the point of delivery of the Goods ordered by the Purchaser; (ii) the Seller’s suppliers being able to export such quantities of Goods to the point of delivery pursuant to the national rules, regulations and practices in force in the countries of export; and (iii) the Seller’s suppliers being able to supply and deliver the Goods as ordered by the Seller to fulfill the Contract between the Seller and the Purchaser. 4.2 The Seller shall have no liability for any failure to fulfill any order or Contract, wholly or in part, as a result of the conditions in Clause 4.1 above not being satisfied.
5- PRICES AND PAYMENT
5.1 The prices payable for the Goods are those set out in the Order Acknowledgement received by the Purchaser.
5.2 Unless otherwise agreed by the Seller in writing or in the Order Acknowledgement, the order shall be paid in full in cleared funds without any withholding, deduction, set-off or counterclaim by the Purchaser.
5.3 A Contract will be formed between the Seller and the Purchaser upon confirmation of the payment of the order, and such confirmation shall be sent to the Purchaser by email.
5.4 Each and every delivery of Goods under each and every Contract is separate, and the Purchaser agrees not to set off or withhold payment on any one delivery, including a partial delivery, because of a controversy relating to any other delivery or to any undelivered Goods.
5.5 Payment of the price shall be made according to one of the following methods:
• Wire transfer to the Seller’s bank account
• Cash (in Discovery Bay only)
6- ACCEPTANCE AND REJECTION OF GOODS
6.1 At the time of delivery, the Purchaser, or someone on the Purchaser’s behalf, shall inspect the Goods. The Purchaser acknowledges and agrees that the entry or inscription of the Purchaser’s signature, or the signature by someone on the Purchaser’s behalf, on the Seller’s delivery note on delivery of the Goods to the Purchaser shall be conclusive evidence that the Purchaser has examined the Goods and that the Goods correspond in every respect with the Goods that the Purchaser is entitled to receive under the Contract.
6.2 The Seller is entitled to assume that any person inspecting the Goods or signing on the delivery note is authorized by the Purchaser to do so.
6.3 If upon inspection, there are any losses, damages or non-conformity of the Goods according to the Contract, the Goods shall be returned to the driver in its original packaging and a notification emailed to us at email@example.com.
6.4 If the Purchaser does not return the goods and make the notification pursuant to Clause 6.3, or notify the Seller that there has been non-delivery of the Goods, the Seller shall at its sole and absolute discretion and without any further liability on its part, be entitle to refuse any claim which may arise in connection with the foregoing.
6.5 Where the Seller after such inspection/investigation agrees that the Goods are defective, damaged or do not correspond to the Goods indicated on the Contract, or that there has been non-delivery of the Goods, as the case may be, through no fault of the Purchaser, the Seller shall at its sole and absolute discretion and without any further liability on its part, be entitled to replace the Goods.
7- REMEDIES OF PURCHASER
7.1 If the Purchaser rejects any Goods, the Purchaser shall have no further rights whatsoever in respect of the supply to the Purchaser of such Goods or the failure by the Seller to supply Goods which conform to the Contract.
7.2 If the Purchaser accepts or has been deemed to have accepted any Goods, then the Seller shall have no liability whatsoever to the Purchaser in respect of those Goods.
7.3 The Seller shall not be liable to the Purchaser for late delivery of the Goods.
8- LIMITATION OF LIABILITY
8.1 All Goods are being sold on an “as is” basis. The Seller does not make or give (and shall not be deemed to make or give) any representation or undertaking to the Purchaser, and shall, to the fullest extent permissible by law, be bound by no condition, warranty, innominate term or other obligation (whether express or implied, and whether imposed or implied by statute, at common law or otherwise) concerning the condition, quality, physical state or attributes, location, origin, fitness or suitability for any purpose, or conformity with description (notwithstanding any description the Seller may have supplied of the Goods to the Purchaser). Any descriptions, illustrations or information contained in Seller’s publications or advertising are issued or published for the sole purpose of giving an approximate idea of the Goods described therein and will not form part of any Contract or be deemed to constitute a representation as to the accuracy of such matter.
8.2 The Seller shall not be liable for loss or any special, indirect or consequential loss or damage resulting from or arising out of any Contract to the Purchaser.
8.3 To the extent that the Seller is liable in contract, tort or otherwise for any loss, damage or injury arising directly or indirectly from any defect in or non-compliance of the Goods or breach of the Seller’s obligations hereunder, such liability shall not in any event exceed an amount equivalent to the price of the Goods.
8.4 Nothing in these Terms and Conditions shall exclude or limit the Seller’s liability for any death or personal injury resulting from the Seller’s negligence.
9.1 The Seller shall deliver the Goods to the address and on the delivery date/period as agreed between the Purchaser and the Seller in the Contract.
9.2 The Purchaser shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery. It is the responsibility of the Seller to ensure that an appropriate person is available at the delivery address at all times during the time slot allocated for delivery.
9.3 For the avoidance of doubt, delivery dates and times given by the Seller under or pursuant to the Contract are no more than estimates, and the Seller’s conformity with such date or time is not, and shall not in any event or circumstance be or become, of the essence of the Contract. The Seller’s failure to conform to delivery dates and times shall not give rise to any liability on the part of the Seller, whether in respect of direct or indirect losses (including loss of profit), costs, damages, charges or expenses alleged to be suffered by the Purchaser, or entitle the Purchaser to terminate or rescind the Contract. Notwithstanding the foregoing, in the event delivery of the Goods, or any part thereof, is delayed due to the fault of the Purchaser, a new delivery date and time may be rearranged provided that any and all additional costs and expenses incurred by the Seller resulting from such delay in delivery shall be chargeable to and paid by the Purchaser.
9.4 The Seller reserves the right to restrict deliveries in certain areas or to modify the delivery network.
9.5 The delivery is free in the following areas: Hong Kong Island,Kowloon,New Territories,Airport,Tung Chung,Discovery bay,Ma Wan for any purchase over HKD 1000. For order under an amount equal to HKD 999.99 and for deliveries in the areas not covered by the standard SF Express delivery service (please refer to our delivery page for more details) , a delivery charge of HKD 65.00 shall apply OR a delivery charge as indicated in the order shall apply.
10- NO RESALE OF GOODS
The Purchaser agrees and acknowledges that the Goods are available for purchase for the Purchaser’s own personal consumption only and the resale of the Goods purchased under these Terms and Conditions is prohibited. This resale prohibition is a material condition to Purchaser’s rights under these Terms and Conditions, and it is agreed that any direct or indirect distribution, transshipment and/or sale of Goods by the Purchaser or others purchasing through the Purchaser will be a material breach of these Terms and Conditions and will result in irreparable harm to the Seller for which money damages will not be adequate. In the event of such breach, the parties agree that the Seller, in addition to any other remedies it may have at law and/or in equity, the Seller will be entitled to injunctive relief to prevent any threatened or continued breach and to specifically enforce this Clause 10.
11- FORCE MAJEURE
The Seller will not be liable to the Purchaser or be in breach of the Contract by reason of any delay in delivery of the whole or any portion of the Goods or any delay in performing or any failure to perform any of the Seller’s obligations if the delay or failure was due to any cause beyond the Seller’s reasonable control, including, but not limited to, Act of God (including the hoisting of typhoon signal number 8 or above or black rain signals or other conditions (weather or otherwise), or any cause or event arising out of or attributable to war or terrorist activity), fire, flood, unavoidable accident, breakdown of equipment, riot, strike, war, act of government, import or export bans, non-delivery or delay in delivery by the Seller’s suppliers of the Goods or materials required for the Goods. If any delay persists for longer than [one (1) month] after the due delivery date/period, the Purchaser shall be entitled to cancel the Contract by written notice without any liability to the Purchaser.
If any provision hereunder is or becomes at any time unenforceable or invalid under any law, rule or regulation, no other provision of these Terms and Conditions shall be affected thereby, and the remaining provisions of these Terms and Conditions shall continue unimpaired with the same force effect as if such unenforceable or invalid provision shall not have been included herein.
No inaction, omission, failure or delay by the Seller in exercising, or in securing the enforcement or validity of any right, power, privilege or demand arising under or in connection with a Contract, and no single or partial exercise of any such right, power, privilege or demand shall impair the existence, operation, content, effect and enforcement of such right, power, privilege or demand, or operate as a waiver of it.
14- ASSIGNMENT AND SUBCONTRACTING
The Purchaser shall not assign any Contract or these Terms and Conditions, or any rights or obligations under any Contract or Terms and Conditions without the prior written approval of the Seller. Any assignment without the Seller’s written approval shall be voidable at the option of Seller. The Seller may assign any Contract or these Terms and Conditions, or any of its rights or obligations under such Contract or these Terms and Conditions to any of its subsidiaries or affiliates, or to any purchaser or successor to all or substantially all of the assets of the business or product line to which such Contract relates, or subcontract all or any material aspect of the work called for under any Contract or these Terms and Conditions of Use without the Purchaser’s consent.
15- NO AGENCY OR PARTNERSHIP
The Contract or these Terms and Conditions shall not constitute or imply any partnership, joint venture, agency or other relationship between the parties hereto, other than, and except as provided for in, the contractual relationship expressly provided for in these Terms and Conditions. Neither party shall have, nor shall either party represent that it has, any authority to make any commitment on the other party’s behalf.
16- ENTIRE AGREEMENT
These Terms and Conditions contain the whole agreement between the parties hereto relating to the sale of Goods by the Seller to the Purchaser and supersede any prior written or oral agreements, representations or understanding between them relating to such subject matter. The parties hereto confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into these Terms and Conditions.
17- UNENFORCEABLE PROVISONS
If any provision of these Terms and Conditions (in particular, the disclaimers of warranties or limitations of liability hereunder) is, or is found to be, invalid or unenforceable under applicable law, the remainder of these Terms and Conditions shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
18- GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and interpreted in accordance with the laws of Hong Kong Special Administrative Region (“Hong Kong”) and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.