Legal · Terms of trade
Terms of trade.
These Terms of Trade (the “Terms”) govern every quotation, proforma invoice, order acceptance and shipment between Match Industrial and Trading Company Limited (“Match”, “Seller”) and the buyer entity (“Buyer”). They take precedence over any standard purchasing terms tendered by the Buyer, unless expressly varied in writing by Match.
1. Definitions
- Catalogue — the lines listed by Match on its trade catalogue with declared HS codes and indicative factory MOQs.
- Proforma — the proforma invoice issued by Match against a Buyer’s selection, stating quantity, price, Incoterm, payment terms and validity.
- Order — a Proforma countersigned by the Buyer.
- Incoterms — Incoterms® 2020 published by the International Chamber of Commerce.
2. Application; offers and acceptance
2.1 Catalogue listings are invitations to treat and do not constitute binding offers.
2.2 A Proforma issued by Match constitutes a firm offer for the validity period stated. The contract of sale is concluded when the Buyer countersigns the Proforma or pays the deposit specified in it, whichever occurs first.
2.3 Any variation of an Order must be agreed in writing.
3. Price and currency
3.1 Prices are stated in the Proforma and are exclusive of duties, taxes and import charges, unless the chosen Incoterm provides otherwise.
3.2 Invoicing is in USD, EUR, CNY or, on request and where commercially possible, GBP.
3.3 Match reserves the right to revise indicative prices on the Catalogue at any time prior to issuing a Proforma, including to reflect raw-material, freight or currency movements.
4. Payment
4.1 Standard payment terms are Telegraphic Transfer or Letter of Credit at sight, on the terms set out in the Proforma. Other instruments may be agreed in writing.
4.2 Payment is made in cleared funds to the bank account or licensed payment processor nominated by Match in writing. Buyer shall not rely on any account or beneficiary details received by any other channel without verifying them with Match by an established contact route.
4.3 Time for payment is of the essence. Late payments accrue interest at the Hong Kong Prime Rate plus 4% per annum, calculated daily.
5. Delivery, carriage and risk
5.1 Goods are delivered under the Incoterm stated in the Proforma. Carriage and risk are allocated in accordance with that Incoterm under Incoterms® 2020.
5.2 Where the Incoterm is FOB or FCA, carriage from the named port or place of delivery is arranged and paid by the Buyer, and risk passes to the Buyer at that point.
5.3 Where the Incoterm is CIF, CFR or DAP, Match arranges carriage as specified by that Incoterm. Insurance under CIF is procured to the minimum cover required by the Incoterm; additional cover may be arranged on request.
5.4 Indicative dispatch dates are estimates. Match is not liable for reasonable delays in production, loading or carriage.
6. Title
Title to the Goods passes to the Buyer on receipt by Match of payment in cleared funds for the full Order value.
7. Documents
Match issues the commercial invoice, packing list, bill of lading and, where relevant, certificate of origin under the same Order reference. Documents are dispatched in advance of arrival in accordance with the Proforma.
8. Quality, inspection and conformity
8.1 Goods conform to the specification stated in the Proforma and to the marking, labelling and product-compliance standards required for the destination region, as set out in the Catalogue (including FCC, CE, RoHS, OEKO-TEX, LFGB and FDA where applicable).
8.2 The Buyer may instruct a pre-shipment inspection at the Buyer’s cost. Pre-shipment inspection does not relieve Match of its obligation to deliver conforming Goods.
8.3 Claims for shortage or visible defect must be notified in writing within 14 days of delivery. Claims for hidden defects must be notified within 60 days of delivery and in any event within the manufacturer’s warranty period.
9. Compliance and sanctions
9.1 Each party warrants that it complies with all applicable laws, including export-control, sanctions, anti-money-laundering and anti-bribery laws.
9.2 The Buyer warrants that the end-user and end-use of the Goods are not subject to UN, OFAC, UK OFSI or EU sanctions, and that the Goods will not be re-exported to a sanctioned jurisdiction.
9.3 Match may suspend or terminate any Order, without liability, where compliance screening identifies a sanctions, end-use or counterparty risk.
10. Force majeure
Neither party is liable for any failure or delay caused by an event beyond its reasonable control, including acts of government, port closures, carrier disruption, epidemic, war, civil disturbance, strike or natural disaster. The affected party shall give prompt notice and use reasonable efforts to mitigate.
11. Limitation of liability
11.1 To the maximum extent permitted by law, neither party is liable for indirect, consequential, incidental, special or punitive damages, including loss of profit, revenue, business or data.
11.2 The aggregate liability of Match in connection with an Order is capped at the price paid by the Buyer for the Goods that are the subject of the claim.
11.3 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.
12. Confidentiality
Each party shall keep confidential all non-public information disclosed by the other and use it only for the purposes of the contract.
13. Notices
Notices shall be in English and sent by email to the address last notified by the recipient. Notices to Match shall be copied to compliance@matchglobaltrade.com.
14. Governing law and dispute resolution
14.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Hong Kong Special Administrative Region.
14.2 Any dispute, controversy or claim arising out of or relating to these Terms 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 at the time the notice of arbitration is submitted. The seat of arbitration is Hong Kong, the language of arbitration is English, and the tribunal shall consist of one arbitrator.
15. Entire agreement; severability
The Proforma, these Terms and any written variation constitute the entire agreement between the parties for the relevant Order. If any provision is held invalid, the remaining provisions continue in force.