1. Status, intended scope and parties
These Terms of Sale take effect when the approved V4.0 website is publicly launched. They apply to a business-to-business sale only when an authorised written quotation, order confirmation or other agreement issued or accepted by Dechoele incorporates them. They do not apply to consumer sales.
The seller and payment recipient is HONG KONG DECHOELE TECHNOLOGY CO., LIMITED, incorporated on 2024-04-29. “Dechoele” is the public-facing brand.
The public contact address is Room D3, 11/F, Luk Hop Industrial Building, 8 Luk Hop Street, San Po Kong, Kowloon, Hong Kong.
2. Website information, RFQs and acceptance
The website, catalogue, product pages, RFQ preparation tools and communications are invitations to discuss requirements. They are not offers, binding quotations, order acceptances or guarantees of supply.
An RFQ, BOM, email or purchase order sent by a customer is a request that may be accepted, rejected or clarified. An automated acknowledgement, website status or receipt of a message is not acceptance. A contract arises only when Dechoele expressly accepts it in an authorised written document and any stated conditions are met.
Online submission record
A Dechoele reference shown after an online RFQ/BOM submission identifies the enquiry recorded for review. The reference and any related notification acknowledge receipt only; commercial acceptance remains subject to the authorised written process described above.
3. Contract documents and priority
Each sale is defined by its written quotation, accepted order, invoice and any agreed specification or schedule. Those documents must identify the parties, products, quantities, price, currency and applicable commercial terms.
If documents conflict, the order of priority is: a signed agreement or expressly accepted order amendment; the Dechoele order confirmation; the Dechoele quotation; an agreed product specification; and these Terms. A customer's standard or purchase terms do not apply unless Dechoele expressly accepts them in writing. A change or cancellation is effective only when accepted in writing by authorised representatives of the affected parties.
4. Product and sourcing statements
Website catalogue information may originate from manufacturers or other third parties and must be checked against the accepted written specification. Unless expressly confirmed in an accepted written quotation or order, the website does not represent or warrant:
- price, stock, allocation, minimum order quantity or lead time;
- authorized-distributor, franchise or agent status;
- origin, authenticity, date code, lifecycle or manufacturer status;
- RoHS, REACH, export classification or other regulatory compliance;
- fitness, interchangeability or suitability for a particular application;
- the accuracy or completeness of third-party images, descriptions or datasheets.
Goods supplied under an accepted order must conform to the express description and specification in the applicable contract, together with any term that cannot lawfully be excluded. Any required inspection, traceability, independent laboratory work or documentation must be agreed in writing for the particular transaction.
5. Price, taxes and payment
Price, currency, quotation validity, taxes, duties, banking charges, deposit, credit terms and payment method must be stated in the applicable written quotation or accepted order. Website content does not establish a price.
Unless the accepted documents state otherwise, payment is due in cleared funds before shipment. Dechoele may suspend performance while an undisputed amount is overdue, after giving reasonable notice. A customer may not set off a disputed or unrelated amount unless agreed in writing or required by law.
6. Delivery, Incoterms®, risk and title
The delivery point, method, shipment schedule, freight responsibility and any applicable Incoterms® rule and edition must be expressly stated in the written quotation or order. Delivery dates are not guaranteed by the website.
Risk transfers in accordance with the stated delivery term. Title transfers only after Dechoele receives full cleared payment for the relevant goods, to the extent permitted by applicable law. Partial delivery, storage, delay and insurance arrangements are governed by the accepted written documents.
7. Inspection, non-conformity and returns
The customer must inspect the goods within the period stated in the accepted documents or, if no period is stated, within a reasonable time after delivery. A claim should identify the affected goods, quantity and alleged non-conformity and include reasonably available supporting evidence.
Goods may be returned only after Dechoele issues written return authorisation and in accordance with the stated handling instructions. Dechoele may inspect or test returned goods. Available remedies are those agreed for the transaction and any remedy that cannot lawfully be excluded; the website itself does not create a separate return or refund right.
8. Warranties and third-party materials
Only a warranty expressly stated in the accepted written documents applies in addition to terms implied by law that have not been validly excluded. A manufacturer document or datasheet belongs to its issuer and does not become a separate warranty from Dechoele merely because it is linked or supplied.
Any manufacturer warranty that Dechoele is entitled to pass through will be identified in the accepted documents. No exclusion in these Terms applies to a condition, warranty or remedy that cannot lawfully be excluded under the Sale of Goods Ordinance (Cap. 26), the Control of Exemption Clauses Ordinance (Cap. 71) or other applicable law.
9. Liability and remedies
Nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, wilful misconduct, or any other liability that cannot lawfully be excluded or limited.
Subject to the preceding paragraph and to the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, production, anticipated savings, opportunity, goodwill or data. Dechoele's aggregate liability arising from an affected order is limited to the amount paid or payable for the affected goods. Any exclusion or limitation applies only to the extent it satisfies every applicable statutory reasonableness requirement. Each party must take reasonable steps to mitigate recoverable loss.
10. Export, sanctions and regulatory compliance
Parties may need to provide end-use, end-user, destination, import, export or sanctions information for a particular order. Dechoele may decline or suspend a transaction where required by applicable law or its compliance process.
Responsibility for licences, classifications, declarations, product compliance evidence and related costs is stated in the written quotation or order. The website does not confirm that a product meets a particular regulatory requirement.
11. Intellectual property and confidentiality
Ownership and permitted use of drawings, BOMs, specifications, software, datasheets, trademarks and confidential information are governed by the relevant written documents and applicable law. Supplying information for an enquiry does not by itself transfer intellectual property rights.
Where information is identified as confidential or would reasonably be understood as confidential, the receiving party must use it only for the enquiry or transaction, protect it with reasonable care, and disclose it only to people who need it for that purpose or where disclosure is required by law. This obligation does not apply to information lawfully public, already known without restriction, independently developed or lawfully received from another source.
12. Events outside control and termination
A party is not liable for delay or failure caused by an event beyond its reasonable control if it promptly notifies the other party and uses reasonable efforts to reduce the effect. Payment obligations already due are not excused. If the event materially prevents performance for more than 60 days, either party may terminate the affected unperformed portion by written notice, without affecting accrued rights.
13. Governing law and arbitration
The contract and any non-contractual obligations arising from it are governed by the laws of the Hong Kong Special Administrative Region.
Any dispute, controversy, difference or claim arising out of or relating to the contract, including its existence, validity, interpretation, performance, breach or termination or any non-contractual obligation arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
- Seat of arbitration: Hong Kong.
- Number of arbitrators: one.
- Language of arbitration: English.
- Law governing the arbitration agreement: Hong Kong law.
Nothing in this clause prevents a party from seeking interim or conservatory relief from a court of competent jurisdiction, and doing so is not a waiver of arbitration.
The tribunal may award any remedy within its jurisdiction. Arbitration and related materials are confidential to the extent provided by applicable law and the HKIAC Rules.
14. Third-party rights, severability, notices and contact
A person who is not a party to an accepted contract has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term of it. If a provision is invalid or unenforceable, it is adjusted or severed only to the minimum extent necessary, and the remaining provisions continue in effect. A delay in enforcing a right is not a waiver.
Notices concerning an accepted order must be sent using the contact method stated in that order. Questions about these Terms may be sent to [email protected], by telephone at +852 69534531, or to the contact address stated above.
These Terms become effective when the approved V4.0 website is publicly launched. The calendar date of activation must be recorded on this page and in the launch record.