1. Definitions: In these terms and conditions, the following expressions shall have the following meanings:
(a) "Leo Paper" shall mean Leo Paper Products Ltd. or any subsidiary/associated company of Leo Paper Group (Hong Kong) Limited.
(b) "The Work" shall mean the process of manufacturing the products for which a client has placed an order and/or the said products.
(c) "The Client" shall mean a company or party that places a manufacturing order with Leo Paper.
2.1 Price: Quotations are based on the accuracy of the specifications provided. Leo Paper can re-quote a job if copy, film, tapes, or other input materials do not conform to the information on which the original quotation was based. A quotation not accepted within 90 days or otherwise specified since its issuance will become inoperative and will be changed. Prices quoted are based on the present gross cost of material, utilities, fuel, and current labor rates. If there are any changes in these costs or rates that affect the Work prior to its completion, such changes will be fairly reflected in Leo Paper's charges for that portion of the Work so affected. Prices quoted do not include any additional costs not covered by the quotation, sales tax, or any other kind of taxes now in force or hereafter imposed on this transaction; all such additional costs and taxes shall be the responsibility of the Client.
2.2 Positives/Negatives and Plates: Unless otherwise specified, all toolings and plates made by Leo Paper for the Client are Leo Paper's property.
2.3 Client-furnished Materials: Materials furnished by Clients or their representatives are verified by delivery notes either sent by post or electronic means. Leo Creative bears no responsibility for discrepancies between delivery tickets and actual counts. Client-supplied materials must be delivered according to instructions furnished by Leo Creative. Artwork, film, color separations, special dies, tapes, disks, or any other materials furnished by the Client must be usable by Leo Creative without alteration or repair. Items not meeting this requirement may be repaired either by the Client or Client's representatives, or by Leo Creative. In the case of the latter, Leo Creative is entitled to bill Client on expenses incurred.
2.4 Outside Purchases: Unless otherwise agreed in writing, all outside purchases of raw materials and/or services for a particular job for the Client as requested or authorized by the Client are billable.
2.5 Order: Placing of orders should be done formally by Client by way of a duly signed document in writing. Acceptance of order shall not be effective until acceptance by Leo Creative in writing, either via electronic mail or post. Leo Creative reserves the right to make a claim against Client for compensation for incurred costs and related obligations if orders are canceled by Client.
2.6 Overruns or Underruns: Leo Creative will endeavour to print the quantities ordered by the Client but variations in quantity within the Client's tolerance level of over-runs and/or under-runs will be deemed acceptable. Leo Creative will bill for the actual quantity delivered within this tolerance. If the Client requires a guaranteed quantity, the percentage of tolerance must be stated when the order is placed.
2.7 Customs Clearance*: Leo Creative will not be responsible for or otherwise pay on behalf of Client any duty or tax that may be levied on the Work or the goods imported.
3.1 Color Proofing: A color proof is used to simulate how the printed piece will look, and a reasonable variation in color between color proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance as long as the variation is within a reasonable trade tolerance level and the proof becomes binding between the Client and Leo Creative.
3.2 Prepress Proofs: Leo Creative will submit pre-press proofs along with the original sample(s) from Client for Client's review and approval. Leo Creative will not be responsible for undetected production errors if:
• Proofs are not required by the Client;
• The Work is printed per the Client's written approval;
• Requests for changes are communicated orally or verbally.
4.1 Production Schedules: Production schedules will be established and followed by both the Client and Leo Creative. There will be no liability or penalty for the delay in production if it is due to server failures, software glitches, disputes with copyright owners, labor disputes, or other causes beyond the control of Leo Creative. In such cases, production schedules will be extended according to the situation by mutual agreement. Further, Leo Creative shall not be liable if the delay in production or reprint of the Work is due to the Client's fault or negligence. The Client shall bear any additional costs incurred as a result of any form of rework caused or initiated by the Client.
4.2 Client's Property: Leo Creative shall not be liable for any loss, deterioration, or damage to the Client's property, including but not limited to intellectual property, unless solely caused by Leo Creative's negligence. Leo Creative's liability for such property will not exceed the amount recoverable from the relevant product liability insurance. Additional insurance coverage may be obtained if the request is in writing and the premium is paid by the Client.
4.3 Experimental Work: It is customary in the industry to charge for experimental or preliminary Work performed at the Client's request. This Work cannot be used without Leo Creative's written consent. The intellectual property rights of all experimental or preliminary Work are solely owned by Leo Creative.
4.4 Indemnification: The Client agrees to protect Leo Creative from economic loss and any other harmful consequences that could arise in connection with the Work ordered by the Client. The Client will hold Leo Creative harmless and indemnify it against all losses, claims, demands, and court actions (including legal costs on full indemnity basis) as a consequence of the Work ordered by the Client.
4.5 Intellectual Property Rights: The Client acknowledges and agrees that all copyrights, trademarks and other intellectual property rights in all materials revealed or furnished by Leo Creative to the Client in association with the Work shall remain at all times vested in Leo Creative or its licensors. The Client is permitted to use such materials only as expressly authorized by Leo Creative or its licensors. Any design or instruction furnished or given by the Client shall not be such as will cause Leo Creative to infringe any intellectual property rights. The Client shall indemnify and hold Leo Creative harmless from any losses, damages, or expenses (including all legal costs) that may be incurred in any legal actions and any liabilities connected with intellectual property right infringement involving the Work produced for or provided to the Client.
4.6 Confidentiality: Both Leo Creative and the Client shall each keep confidential and shall not, without the prior consent in writing of the other, disclose to any third party any technical or commercial information that it has acquired from the other as a result of discussions, negotiations, and other communications between them relating to the goods and the Work.
4.7 Personal or Economic Rights: The Client also warrants that the Work does not contain anything that is libelous or scandalous, or anything that threatens anyone's rights to privacy or other personal or economic rights, or anything that infringes any statutory law. The Client will, at the Client's sole expense, promptly and thoroughly defend Leo Creative in all legal actions or proceedings.
4.8 Safety Testing: The Client shall be fully responsible for the safety testing of the Work not previously agreed by the parties to be provided by Leo Creative, as well as placing visible indication of appropriate age group and other relevant information on the Work. In no circumstances shall Leo Creative be liable for any losses caused to any third party resulting from the Client's failure to perform such responsibilities.
4.9 Economic Loss: Notwithstanding anything contained in these terms and conditions or the order, in no circumstances shall Leo Creative be liable, in contract, tort, including negligence or breach of statutory duty, or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
4.10 Limitation of Liability: Notwithstanding anything contained in these terms and conditions or the order, Leo Creative's liability to the Client in respect of the order, in contract, tort, including negligence or breach of statutory duty, or howsoever otherwise arising, shall be limited to the price of the goods specified in the order.
4.11 Terms/Claims/Liens: Claims for defects, damages, or shortages must be made by the Client in writing no later than 30 calendar days from the date of acknowledgment of receipt of products by the Client. If no such claim is made, Leo Creative and the Client will agree that the job has been accepted. By accepting the job, the Client acknowledges that Leo Creative's performance has fully satisfied or complied with all terms, conditions, and specifications set out by the Client.
As security for payment of any sum due, Leo Creative has the right to hold and place a lien on all of the Client's properties in Leo Creative's possession and all Work-in-progress and undelivered Work until all payments and any interests thereby incurred are settled.
Unless otherwise agreed by the parties, these terms and conditions shall be construed pursuant to the laws of People Republic of China (PRC). The Courts of PRC shall have non-exclusive jurisdiction over all controversies arising out of and in connection with the same.
5. Acceptance of Goods
5.1 Press Proofs: Press proofs will not be furnished unless they have been required in writing in Leo Creative's quotation. A press sheet can be submitted for the Client's approval only if the Client is present at Leo Creative's factory to approve the draft proofs. Any press time lost or alterations/corrections made because of the Client's delay or change of mind will be charged at cost.
5.2 Disclaimer of Express Warranties: Leo Creative warrants that the Work is as described in the purchase order and pre-press proofs. All other warranties, conditions, or terms are excluded to the fullest extent permitted by law.
5.3 Disclaimer of Implied Warranties: Leo Creative warrants only that the Work will conform to the descriptions contained in the purchase order and specifications provided by the Client. Leo Creative's maximum liability, whether by negligence, contract, agreement, or otherwise, will not exceed the price of the goods specified in the quotation or the order. Under no circumstances will Leo Creative be liable for specific, individual, or consequential damages. Leo Creative's liability for breach of such warranty is limited to, at its option, (i) repairing or replacing the defective articles at no cost to the Client; or (ii) crediting the Client for the total invoiced amount for the defective articles paid to Leo Creative.
6. Delivery of Goods
6.1 Delivery and Risk: All shipping arrangements and payment terms are stated on Leo Creative's quotation, which is based on continuous and uninterrupted delivery of the complete order. Leo Creative reserves the right to make an additional charge to cover any increase in transportation costs occurring before the date of delivery. The Work is delivered to the Client when Leo Creative makes it available to the Client, or any agent of the Client, or any carrier at shipping point, as specified on the quotation; and the risk in the Work shall pass to the Client upon delivery. In the event that shipping information is incorrectly provided by the Client, Leo Creative shall not be responsible for re-delivery and the costs incurred.
Unless otherwise stated in the quotation, prices quoted contain no charge for storage of finished articles, paper, or other materials furnished by the Client. Materials stored for more than 30 days after completion of the Work or order are subject to Leo Creative's standard storage charges. Leo Creative is not liable for any loss or damage to the stored materials beyond what is recoverable by Leo Creative's fire and extended insurance coverage.
7. Payment Collection
7.1 Late Payment: Client should strictly follow the payment terms as stipulated in the quotations irrespective of the shipping arrangements. Leo Creative and the Client agree that the failure to pay Leo Creative's invoice(s) on its/their due date(s) shall constitute a material breach of these terms and conditions. The Client shall therefore pay Leo Creative on demand upon such breach (i) an interest at the rate of 3% over and above the prime rate of HSBC for the time being, or (ii) the maximum amount that may be charged under applicable law, whichever is less. Leo Creative's right to payment of such damages shall not relieve the Client of obligation to pay the overdue amounts stated in the invoice when due, or be deemed forbearance by Leo Creative of its right to such payment.
7.2 Retention of Title: Ownership of goods shall not pass until the price and all other sums due from the Client to Leo Creative have been paid. However, even though title has not been passed, Leo Creative shall be entitled to take legal action against the Client for nonpayment after the due date.
8.1 Force Majeure: Leo Creative shall not be liable for any failure to perform any of its obligations under the order due to force majeure or acts of nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, terrorist activities, government sanction, blockage, embargo, labor dispute, strike, lockout, interruption or failure of electricity, or other events outside the reasonable control of the party. Following notification by Leo Creative to the Client of such cause, Leo Creative shall be allowed a reasonable extension of time for the performance of its obligations.
8.2 Relationship of the Parties: Client's relationship with Leo Creative will be that of independent buyer and seller. Client will not have, and will not represent that it has, any power, right or authority to bind Leo Creative, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of Leo Creative or in Leo Creative's name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Client and Leo Creative as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Client will make no warranty, guarantee or representation, whether written or oral, on Leo Creative's behalf.
8.3 Effect of Agreement: These terms and conditions are subject to change at the sole discretion of Leo Creative without prior notice to the Client unless a binding contract has been entered into and will override any conflicting terms of any other agreements between the parties.
*Remarks: Clause 2.7 above may not apply to our USA clients, as special arrangement will be made on our quotation.