Onmillion Garment Mfg Company


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1. In these terms and conditions, "the Company" means Onmillion Garment Mfg Co. and "the Customer" means the individual, firm, company or other party with whom the Company contracts. "Supply" includes (but is not limited to) any supply under this contract of sale.
2. No order in pursuance of any quotation or otherwise shall be binding of the company unless and until such order is accepted by the Company. Any contract made between the Company and the Customer (herein called "the Contract") shall be subject to these conditions and save after mentioned no representative or agent of the Company has authority to agree any terms or make any representations Inconsistent with them or to enter into any contract except on the basis of them; any such term representation or contract will bind the Company only if in writing and signed by a director.
3. Unless otherwise agreed in writing by the Company these conditions stipulated or referred to by the Customer in his order or re-contract negotiations.
4. Any description contained In the Company's catalogues, samples, price list or other advertising material is intended merely to present a general picture of the Company's products and shall not form a representation or be a part of the Contract.
5. In the event that any product shall differ in any way to a degree which in the opinion of the Company is not material to that contained, referred to or described in the Company's catalogues, samples, price list or other advertising material, the Company shall accept such product and make payment for such product in accordance with the terms hereof.
6. In the event that the Company has not given written acknowledgement of the Customer's order these conditions, provided the Customer shall have had prior notice of them, shall nonetheless apply to the Contract.
7. The Company reserves the right to correct any clerical or typographical errors made by its employees at any time.
here the goods are made to the Customer's specification, instructions or design; the Customer undertakes full responsibility for the suitability and accuracy of the specification, instructions or design and undertakes to indemnify the Company against any infringement of any patent, registered design, trade mark or copyright and any loss, damage or expense which it may incur by reason of such infringement in any country.
1. Subject to any agreement in writing to the contrary the Company's quotations are provisional and may be altered to take account of any changes taking place between the date of quotation and the Company's acceptance of the Customer's order in the price of necessary materials, rates of wages and other costs of production or in the Customer's specification, instructions or design or in the event that the Customer orders part only of the quantity referred to in any quotation.
2. The Company shall be entitled to increase its prices at any time to take account of any increase in the cost of the Company of purchasing any goods or materials or manufacturing working on or supplying any goods including any such increase arising from any error or inadequacy in any specification, instructions or design or in the event that the Customer orders part only of the quantity referred to in any quotation.
1. Unless otherwise agreed in writing by the Company.
2. In the case of the goods to be sent by sea the Company shall be under no obligation to give the Customer any notice.
3. The risk in goods which the Company agrees to supply shall, where the goods are to be shipped abroad, pass to the Customer on shipment or (in the case F.A.S. contracts) on delivery alongside the ship and subject thereto, or to any agreement in writing by the Company, shall pass to the Customer on dispatch or the date (if earlier) on which, the goods are being ready for delivery, delivery is postponed at the Customer's request. All other goods shall be at the Customer's sole risk at all times and the Company shall not be liable for any loss or damage sustained by any goods left with the Company howsoever caused and whether or not attributable to negligence on the part of the Company or negligence or willful default on the part of any servant or agent of the Company.
4. Should the Company be delayed in or prevented from making delivery of the goods due to war, governmental or parliamentary restrictions, strike, lock-outs, fire, flood, explosions, labor disturbances, trade disputes, damage to or destruction of goods, breakdown of machinery, shortages of labor or of necessary materials or Act of God or due to any other cause whatsoever beyond the reasonable control of the Company or if the company shall in its absolute discretion decide that is unable to authorize the granting of credit (for the period hereinafter stipulated or any greater or lesser period) the Company shall be at liberty to cancel or suspend the order placed by the Customer without incurring any liability for any loss or damage arising therefrom.
5. While the Company will endeavor to deliver the goods by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the company will not be liable for any failure to deliver by such a date or within such a period. Moreover the Company shall be entitled to defer delivery until any monies due form the Customer have been received.
6. Any goods to be returned to the Company in accordance with these terms and conditions shall not become the responsibility of the company until receipt of the goods by the Company.
1. If the Customer shall fall to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have a receiver appointed or shall pass a resolution for winding up or a court shall make an order to that effect or if there shall be any breach by the Customer of any of the terms and conditions hereof the Company may defer or cancel any further deliveries and treat the Contract of which these conditions form part as determined but without prejudice to its right to full purchase price for goods delivered and damages for any loss suffered in consequence of such determinations.
2. Cancellation by the Customer will only be accepted at the discretion of the Company and in any case on condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting to the Company by reason of such cancellation will be paid by the Customer to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in writing.
3. A charge will be made for any costs incurred by the Company due to suspension of determent of any order by the Customer or in the event that the Customer defaults in collection, or giving instructions for the delivery of any goods.
1. No claim for damage in transit, shortage of delivery or loss of goods will be entertained unless the Customer shall have given to the Company written notice of such damage shortage or loss with reasonable particulars thereof within 7 days of receipt of the goods or (in the case of total loss) of receipt of the invoice or other notification of dispatch. The Company's liability, if any, shall be limited to replacing or (in its discretion) repairing such goods and it shall be a condition precedent to any such liability that the Customer shall it so requested have returned damaged goods to the Company within 14 days of such request. The Customer shall not be entitled to make any claim against the Company for consequential loss arising out of such damage, shortage or loss as aforesaid.
2. Save as otherwise provided in these conditions the Company's liability in respect of any defect in or failure of goods supplied or work done is limited to replacing or (in its discretion) repairing or paying for the repair or replacement of goods which within 7 days of delivery to the Customer are found to be defective by reason of faulty or incorrect design, workmanship parts or materials and in the event of any inaccuracy in any weight dimension or other description which has formed a representation or is part of a contract the Company's liability in respect of any such inaccuracy shall not exceed the price to the Customer of the goods to which the description relates. Conditions precedent to the Company's liability hereunder shall be that as soon as reasonably practicable the Customer.
  1. Shall have given to the Company, within 7 days of the delivery to the Customer, written notice of the defect, failure or inaccuracy.
  2. Shall have either returned the goods to the Company or provided authority for the Company's servants or agents to inspect them, as the Company may request.
    The Company shall have no other or further liability in respect of any direct consequential loss or damage sustained by the Customer arising from or in connection with any such defect, failure or inaccuracy as aforesaid.
3. Where the Company agrees to repair or replace goods in accordance with the foregoing provisions of this paragraph any time specified for delivery under the Contract shall be extended for such period as the Company may reasonably require.
4. The Company shall not be responsible to the Customer for any loss or damage to the goods or deterioration in the quality of the goods or the materials making up the goods or the materials making up the goods, which may result from any act or omission on the part of the Customer including. In particular but without prejudice to the generality of the foregoing, methods of display, storage, hiring, cleaning or care of the goods, which may contribute to any such loss, damage or deterioration aforesaid.
5. All goods sold by the Company are supplied with the Benefit of terms implied by Sale of Goods and Supply of Services Act 1980. Subject therefore, and whether or not the Contract is a contract of sale, all other conditions, warranties and other terms expressed or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the company in writing PROVIDED that it and insofar as any legislation or an order made there under shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such item.
Subject to the following provisions:

All goods shall remain the absolute property of the Company until they have been paid for in full. Until such time the Customer shall hold them as bailer only and keep them clearly marked as the property of the Company and separate from other goods in the Customer's possession.
If the Customer defaults in payment of the purchase price or any part of it, or if before the purchase price is paid in full, a receiver is appointed over all or any part of its or his assets or if the Customer goes into voluntary or compulsory liquidation or the Customer does any act which in the case of a natural person would be an act of bankruptcy, then:
1. The Company shall be at liberty and is hereby authorized to enter upon the Customer's premises and to retake possession of the goods or any item.
2. The Company may give 14 days notice to the Customer to pay the purchase price or the balance thereof and if the Customer does not do so the Company may (without prejudice to any other rights. It may have treat itself as discharged from further performance of the contract deal with the goods or any of them as its own property and claim damages from the Customer for any resulting loss.
Notwithstanding that the goods remain the property of the Company they shall be at the Customer's sole risk in the case of specific goods from the date of the agreement and in the case of unascertained goods from the time that they are ascertained and unconditionally appropriated to the contract by the Company.
Where the Customer has made known to the Company before the contract is made that he wishes to acquire the goods for resale the Customer is licensed to sell the goods while the remain the property of the Company but only upon the following terms:
1. As between the Customer and Company, the Customer will sell as agent of the Company.
2. As between the Customer and his Customer, the Customer will sell as principal and not as agent and has no authority to contract as agent for the Company.
3. The Customer shall keep proper records of each resale and shall account to the Company for the proceeds thereof and shall not mix such proceeds with any monies of his own or pay them or cause them to be paid into any account other than a separate bank account in the name of the Company specially designed by the Customer for the purpose in a bank which is on notice of the fiduciary nature of such receipts.
4. The price at which goods are resold shall not be less than the contract price hereunder (after making such apportionments as may be reasonable)
5. The Company shall hold such proceeds upon trust to pay to itself the purchase price of the goods subject of the contract and to pay the balance if any to the Customer.
6. This license shall be terminable forthwith upon notice by the Company to the Customer should the Customer commit any breach of any of the terms of the contract or should the Company become entitled to retake possession of the goods of any of them.

Save as hereinbefore provided and subject to the Unfair Contract Terms Regulations 1995, the Company shall not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or willful default on the part of its servants or agents in or in connection with the supply of any goods or the design or manufacture thereof or in the carrying out of any work.
The proper law of all contracts with the Company shall be Chinese law, which shall govern in all respects the construction and effect of such contracts and of those Conditions. The Customer agrees that in the event of any dispute arising out of the Contract or the performance thereof he will submit to the jurisdiction of The Courts of China.