Terms and Conditions of Sale
These General Terms and Conditions of Sale (“Terms”) apply to all deliveries of products and services (collectively: “Products”) from Zego International Ltd to any customer (“Customer”).
Sale of any Products is expressly conditioned upon Customer’s acceptance of these Terms. These Terms apply to the agreement to the exclusion of any other terms, and no other terms shall be binding upon Zego International Ltd and Customer unless otherwise expressly agreed in writing by Zego International Ltd and Customer. Authorization by Customer to ship or provide Products or Customers receipt thereof will constitute acceptance of these Terms. Except as stated in Clause 13, these Terms and Conditions of Sale do not affect any rights a Customer may have under the Fair-Trading Act 1986 (“FTA”) and the Consumer Guarantees Act 1993 (“CGA”).
1. Confirmation of Order / Acceptance of Quotation
A paid deposit constitutes an offer by the Customer to purchase the Products in accordance with these Terms. Zego International Ltd shall not be deemed to have accepted a deposit until Customer has received written, including electronic text form, confirmation from Zego International Ltd of the deposit, at which point a binding agreement shall be formed (“agreement”). Customer’s acceptance of a quotation or offer for Products given by Zego International Ltd shall constitute an agreement and acceptance of these Terms.
2. Terms of Delivery
Unless otherwise agreed, the Products are delivered from Zego International Ltd factory or places of business. Failing special instructions, Zego International Ltd has the right to dispatch the Products to Customer at the risk and expense of Customer by a transport method chosen by Zego International Ltd. Other agreed delivery terms shall be interpreted in accordance with the Incoterms valid at the time a binding agreement is made.
Unless stated, all prices for Products are exclusive of GST, other taxes or duties. Zego International Ltd reserves the right to adjust prices for non-delivered Products in the event of alterations in rates of exchange, variations in costs of materials, sub-suppliers’ price increases, changes in customs duties, changes in wages, state requisitions or similar conditions over which Zego International Ltd has no or limited control. Zego International Ltd may charge Customer separately for surcharges and fees, such as but not limited to: small orders, freight and handling, express delivery, return and cancellation provided Zego International Ltd has informed Customer of such surcharges and fees.
Packing is included in the Product prices (where applicable) and will not be credited if returned.
5. Terms of Payment
Zego International Ltd requires a deposit of 50% of the total purchase price.
The deposit is not refundable. There are 3 exceptions.
1. The purchaser cancels the order within 48-hours of the deposit being made into the company’s account.
2. Zego fails to meet their side of the contract, e.g., they cannot supply the products you ordered.
3. Both parties agree that the deposit is refundable in full or in part.
The final 50% of the agreed purchase price must be paid in full before the goods leave the factory and delivered to the Customer. All payments shall be made by bank wire transfer or direct debit without deduction of any transfer or debit fees, in immediately available funds, to the bank account set out in the relevant invoice.
6. Retention of title in Products
Legal and beneficial ownership in the Products shall remain with Zego International Ltd until
Zego International Ltd has received full payment, in accordance with Clause 5, of all monies owed by the Customer.
7. Product Information
Any information, including, but not limited to information on selection of Product, its application or use, Customer product design, weight, dimensions, capacity or any other technical data in catalogues descriptions, advertisements, etc. and whether made available in writing, orally, electronically, online or via download, shall be considered informative, and is only binding if and to the extent, explicit reference is made in a quotation or order confirmation. Specific demands from the Customer are only binding if and to the extent they have been confirmed by Zego International Ltd in writing. Any Products made available as samples, prototype, or similar type identification (whether charged for or not) may only be used for evaluation purposes and may not be resold.
8. Proprietary Information and Confidentiality
Any non-public information, including but not limited to, prices, drawings, descriptions and any technical documents which Zego International Ltd has made or may make available to Customer (“Confidential Information”) shall remain the property of Zego International Ltd and shall be treated as confidential by Customer and its representatives and must not, without the written consent of Zego International Ltd, be copied, reproduced, or transferred to third parties or be used for other purposes than those intended when the Confidential Information was made available. Confidential Information shall be returned upon Zego International Ltd’ request.
Zego International Ltd reserves the right to make alterations to the Products, which do not materially affect agreed specifications or the Products’ form, fit or function, without notice.
10. Cost-free Repairs or Replacements
Zego International Ltd agrees to repair, replace, or credit at the discretion of Zego International Ltd such Products that are found to be defective at the time of delivery due to faulty manufacture, design and/or defective materials, provided Customer makes a claim to Zego International Ltd within 36 months from the date of delivery, (“Claim Period”). If defects occur within the Claim Period, Customer shall inform Zego International Ltd in writing in accordance with Zego International Ltd instructions. If so, requested by Zego International Ltd, the Customer shall at its cost and risk forward the Product to Zego International Ltd together with a written notice describing the reason for returning the Product. Products returned or made available for repair shall be free of extraneous equipment unless otherwise instructed. If Zego International Ltd examination shows that the Product is not defective, Zego International Ltd may return the Product to Customer at Customer’s cost and risk, and Zego International Ltd may charge a fee for the time and materials used in investigating the defect.
If Zego International Ltd ascertains that the Product is defective, Zego International Ltd shall in its discretion send the repaired or a replacement Product to Customer, repair or replace the Product on location or credit the original purchase price to Customer. Customer shall grant Zego International Ltd access in case of repair or replacement on location. Zego International Ltd may choose the method of dispatch and pays freight and insurance. Products or Product parts which have been replaced shall be the property of Zego International Ltd.
Services or advice shall be performed with reasonable skill and care, and Zego International Ltd makes no warranties as to the suitability thereof. Zego International Ltd’ liability for faulty services, consulting, advice, application guidance, and other services shall be limited to the correction of the fault or re-performance of the service. Zego International Ltd shall correct the fault, provided Customer makes a claim to Zego International Ltd within the Claim Period. Zego International Ltd shall not be liable for any services provided for free.
Zego International Ltd may on a per-product basis offer a limited manufacturer’s warranty in addition to Zego International Ltd obligations under Clause 12. In that case, end-user may rely on such a general manufacturer’s warranty, unless otherwise agreed.
To the extent permitted by law no claim can be made by Customer in respect of Products after the expiry of the applicable Claim Period, whether based in contract, breach of warranty, tort, statute, or otherwise. All warranties, conditions and other terms implied by statute or otherwise (including any implied warranty of merchantability or fitness for a particular purpose) shall be excluded from the agreement, other than those that cannot be excluded by applicable law. In addition to the generality of the foregoing, unless otherwise expressly set forth herein in these Terms, the Products are supplied “as is”, “where-is” and “with all faults”.
11. Product Liability
Zego International Ltd shall not be liable for any damage to any property (real or movable) caused by the Product after it has been delivered and while it is in the possession of Customer. If Zego International Ltd incurs liability towards any third party for such damage as described in the preceding paragraph, Customer shall indemnify, defend, and hold Zego International Ltd harmless from and against such liability. Customer shall indemnify, defend, and hold Zego International Ltd harmless from and against all claims arising from damage resulting from the use or operation of the Products because of the improper installation, repair, maintenance or operation of the Products by Customer, the failure of Customer to adequately train persons in the assembly of the Products, or Customer’s failure to comply with applicable laws or regulations or otherwise. If a claim for damage as described in this Clause is lodged by a third party against either Zego International Ltd or Customer, the respondent party shall immediately inform the other party thereof in writing. Customer shall be obliged to let itself be summoned to the court or arbitral tribunal examining claims for damages lodged against Zego International Ltd based on damage allegedly caused by the Product.
12. Limitation of Liability
Zego International Ltd shall not be liable to Customer for any of the following types of loss or damage arising under or in relation to any agreement governed by these Terms:
- any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or
- any indirect, special, punitive, exemplary, or consequential loss or damage whatsoever; even if Zego International Ltd was advised in advance of the possibility of such loss or damage, and whether arising out of breach of warranty, tort, statute, delay, faulty Products, product liability, recall or otherwise, and even if any express warranties fail its essential purpose.
Zego International Ltd.’s total liability arising under or in relation to any agreement governed by these Terms shall not exceed the amount invoiced by Zego International Ltd to Customer thereunder. Customer acknowledges and agrees, that Zego International Ltd has set its prices and entered the transaction in reliance upon the disclaimers of warranty and the limitations of liability set forth herein and that the same reflect a risk allocation between the parties forming an essential basis for the bargain between them.
13. Fair Trading Act and Consumer Guarantees Act
Where the Customer is in trade and the Products are supplied to and acquired by the Customer in trade, the parties agree to contract out of the provisions of the CGA and sections 9, 12A, 13 and 14(1) of the FTA. Where the Customer is acquiring Products from Zego International Ltd for the purpose of resupplying the Products in trade to one or more other persons acquiring them in trade, the Customer must include a term in each contract for the resupply of those Products, contracting out of the provisions of the CGA on behalf of Zego International Ltd. The Customer agrees to indemnify Zego International Ltd against any liability incurred by Zego International Ltd under the CGA because of any breach by the Customer of this Clause. For the purposes of this Clause, “in trade” has the meaning contemplated in the FTA and CGA.
14. Mandatory liability
Nothing in these Terms (including but not limited to the exclusions and limitations in Clauses 10 to 12, shall operate to exclude or limit the liability of either party to the other for death or personal injury arising out of its negligence, fraudulent misrepresentation or for any other liability which cannot be excluded or limited by law.
15. Notice of Claims
Claims or complaints as to defects and/or delay in delivery of the Products or other claims shall be submitted in writing by Customer to Zego International Ltd without undue delay.
16. Force Majeure
Zego International Ltd is entitled to cancel orders or suspend delivery of Products and shall not be liable for any non-delivery, faulty or delayed delivery, which partly or wholly is caused by circumstances beyond Zego International Ltd.’s reasonable control, including, but not limited to, riots, civil unrest, war, terrorism, fire, insurrection, requisition, seizure, embargo or defects or delays in deliveries by sub-suppliers, strikes, lockouts, slow-downs, lack of transportation, scarcity of materials, and insufficient supplies of energy. Any of Customer’s contractual rights are suspended or become void in any such circumstances referred to in this Clause. Customer is not entitled to any kind of damages or to make a claim whatsoever in case of cancellation or delayed delivery due to such circumstances.
17. Data Privacy
Personal data of individual contacts of the Customer such as name and business contact details may be processed and stored globally outside of the Customer’s country by Zego International Ltd, its affiliates or authorized third party providers. Zego International Ltd will use personal data to perform its contractual obligations (such as administration of customer relations and of payment transactions), to analyse and improve its products and services, and/or to send information on products, services, and events of Zego International Ltd to contact persons of Customer. Where consent is required by law, the Customer hereby agrees to the personal data being used and transferred as described above, and acknowledges that personal data will be subject to the
foreign law of the country where it is being held/server is located. Zego International Ltd will use adequate contractual and technical mechanisms to protect personal data. Zego International Ltd will keep personal data for the duration of the contractual relationship. Where required by mandatory law and provided that the necessary conditions are satisfied, the Customer may as a natural person have the right to access, rectify, inquire about or, object to the processing of his personal data.
18. Partial Invalidity
If one or more of the terms and conditions in these Terms or any part of a term is deemed invalid, unenforceable, illegal, or inoperable, the validity, enforceability, legality or operability of all further terms and conditions shall not be affected or diminished thereby.
Zego International Ltd and Customer may at any time assign or transfer all or any of its rights under these Terms. Neither Party may assign or transfer any of its obligations under these Terms without the prior written consent of the other Party.
20. Governing Law and Disputes
Any dispute between the parties arising from or in connection with an agreement governed by these Terms shall be governed by the substantive law at Zego International Ltd.’s selling entity’s place of business. Any dispute arising from or in connection with an agreement governed by these Terms and which the parties themselves are unable to resolve shall be referred to and finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, (“Rules”) by one or more arbitrators appointed in accordance with said Rules. Either Party shall be entitled to seek injunctive or interim relief or any other temporary measures. The Parties may refer to the enforcement of any arbitral award to any competent court. The seat of arbitration shall be the capital city of the country of the Zego International Ltd.’s selling entity. English shall be the language to be used in the arbitration proceedings unless otherwise agreed between the parties. The arbitration proceedings and the arbitral award shall be confidential and involved persons on both sides are pledged to secrecy.