Terms of Service
business customers only
Last updated: [DATE]
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1. Scope
These terms apply to all offers, quotes and contracts between Silk Road Capital Food Ltd., trading as “SilkLine” (“we”), and business customers (“you”). Our services are not offered to consumers. Deviating terms of yours apply only if we confirm them in writing.
2. Our services
We provide sourcing, purchasing support, supplier checks, quality control, warehousing, consolidation, labelling and packaging coordination, compliance documentation support and logistics coordination in China, as described in the quote. The scope of each project is set out in the quote and the project number.
3. Quotes and contract
Quotes are non-binding until confirmed in writing (including by email). A contract comes into being when you accept our quote and, where we ask for it, pay the agreed advance.
4. Your duties
You provide complete and correct product specifications, target markets and required documents. You are responsible for the legality of the products and their marketing in your target markets and for approving samples, purchase orders and specifications before we place orders.
5. Prices and payment
Prices are net, in the currency stated in the quote, plus any taxes, duties and shipping costs. Payments we make to suppliers in China on your behalf (including in RMB) are passed on to you at cost plus our fee, as itemised in the quote. Advance payments are due before we place orders. Late payment entitles us to suspend services and withhold goods.
6. Inspection and quality control
Our inspections follow the agreed plan (for example an AQL sampling plan). An inspection is a sample check and does not guarantee that every unit is free from defects. We do not manufacture the goods and are not responsible for the suppliers’ performance.
7. Certificates and compliance
We check certificates and documents supplied by manufacturers for authenticity and validity as far as is reasonably possible. We do not issue certificates, test reports or conformity declarations ourselves. We coordinate testing by independent laboratories, and compliance with product, labelling and packaging rules in your markets remains your responsibility.
8. EU partner company
Import, customs clearance and invoicing in the EU can be carried out through an EU partner company. Where this applies, the quote or invoice names the partner company. Which import model is available depends on the product category.
9. Delivery, risk and title
Delivery terms (Incoterms) are stated in the quote. Risk passes as stated there. We retain title to and may withhold goods in our warehouse until all amounts due have been paid.
10. Complaints
Check goods on arrival and notify us in writing within [14] days of delivery of any defect you identify. Our liability for defective goods is limited to supporting your claims against the supplier, unless the defect results from our own breach.
11. Liability
We are liable without limit for intent and gross negligence, and for death or personal injury. Otherwise, our liability is limited to foreseeable direct loss and, per event and in total, to the fees we received for the affected order. We are not liable for indirect or consequential loss, lost profit, or the acts and omissions of suppliers, carriers, customs authorities and other third parties.
12. Branding and intellectual property
When we coordinate packaging, design or branded products for you, you confirm that you hold or are licensed to use all required rights (trademarks, designs, copyrights) and will indemnify us against third-party claims arising from the materials you supply. We may refuse orders that appear to infringe third-party rights.
13. Prohibited goods, sanctions, export controls
We do not handle goods that are illegal or restricted in the countries involved, or transactions that would violate sanctions or export controls. We may suspend or cancel an order at any time for these reasons.
14. Force majeure
We are not liable for delays or failures caused by events beyond our reasonable control (for example natural disasters, epidemics, strikes, port closures, government measures).
15. Confidentiality and data protection
Both parties keep confidential information of the other confidential. Personal data is processed in line with our Privacy Policy.
16. Governing law and jurisdiction
[OPTION A: These terms and all contracts are governed by the laws of the Hong Kong SAR. The courts of Hong Kong have exclusive jurisdiction.] [OPTION B: Disputes are settled by arbitration under the HKIAC rules, seat Hong Kong, language English.] The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
17. Final provisions
If a provision is invalid, the rest remains in force. Amendments require writing. We may update these terms for future contracts.