All orders are accepted by TIS subject to the Terms and Conditions of Sale set out below:

 

General

All orders for products ("Products") or services ("Services") will be accepted by Tops Instruments Supplies Co ("TIS") subject to these terms and conditions of sale. Any company or person who places orders for Products or Services with TIS ("Customer") is bound by these terms and conditions and which shall constitute the entire understanding and agreement between TIS and the Customer. No other terms will apply to the supply of Products and Services by TIS unless agreed in writing by an authorised signatory of TIS. TIS reserves the right to amend, modify, vary or supplement all or any part of these terms and conditions at any time without any prior notice. The most current version of these terms and conditions can be found at www.topinst.com. References to the "TIS catalogue" in these terms and conditions include TIS's paper catalogues, TIS's website and any other catalogue of products published by TIS in any medium.
 

Descriptions of the Products and Services in the TIS catalogue or otherwise communicated to the Customer are approximate only and shall not form any part of the contract with the Customer. TIS shall not be liable to the Customer for any errors or omissions in the TIS catalogue. The advertising of products and services in the TIS catalogue is not an offer capable of acceptance, it merely constitutes an invitation by TIS for the Customer to make an offer.
 

Products with the format '250xxxxxxx', prefixed with an 'ER', or which are not listed in TIS paper catalogue, are not stocked by TIS.
 

TIS is a business-to-business supplier. The TIS catalogue is intended for use by business customers and not for retail consumers or private individuals.

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Prices

The prices of Products and Services are as set out in the TIS catalogue that is current at the date of despatch of the Products or the provision of the Services. Up-to-date prices can be found at www.topinst.com. Products which are not listed in the TIS catalogue will be sold at the prices set out in the relevant TIS quotation. All prices exclude sales tax (if applicable). TIS reserves the right to change prices without prior notice at any time.

Ordering

TIS reserves the right to, without giving reasons, decline to trade with any company or person and may decline to accept any order.
 

TIS will not substitute an ordered Product for another unless requested by the Customer, or unless the Product has been superseded by the latest version (in which case TIS will inform the Customer and the Customer will have an opportunity to cancel prior to despatch). If the Customer confirms telephone, fax or internet orders, the confirmation must be marked 'confirmation only' to avoid duplication. If the Customer orders the wrong Product or quantity, or duplicates orders, clause 12 will apply.
 

Delivery

TIS will use commercially reasonable efforts to deliver Products in accordance with the Customer's order. The Customer's delivery options, and the prices for them, are set out on TIS's website at www.topinst.com or will be notified to the Customer at the time of order. Delivery will be made to the Customer's usual business address as shown on TIS's record at the date of despatch, unless otherwise agreed in writing.

Times and dates for delivery quoted in the TIS catalogue or by TIS's employees are approximate only and TIS shall not be liable for the consequences of any delay in delivery howsoever caused.Time for delivery shall not be of the essence. Delivery of Products marked in the TIS catalogue as requiring special handling may (because of their nature) take longer to deliver.
 

If any delivery is late, the Customer must notify TIS, and TIS will endeavour to use commercially reasonable efforts to ascertain if the Product has been delivered or the expected delivery time of such Product to the Customer. If a revised delivery time is not acceptable, TIS may also, at its discretion, offer an alternative delivery option. TIS may notify the Customer if TIS will be unable to fulfil any order for non-stocked Products within the published lead time, and will provide alternative options to the Customer.
 

The Customer acknowledges that the remedies set out in this clause 4 are exclusive remedies for any late delivery of the Products.
 

Inspection, Transit Delays and Non-delivery

The Customer must inspect all Products as soon as reasonably possible after delivery and shall, within 10 days of delivery or, in case of the circumstance set out under paragraph (iv) below, the scheduled date for delivery, give written notice to TIS of:
 

i. Any defect in a Product that is apparent on reasonable examination and is not fit for purpose. In this case TIS shall, at TIS's discretion, replace the Product or refund the purchase price.

ii. Any shortfall in Products delivered. In this case TIS shall, at its discretion, deliver the undelivered Products or refund the price of the undelivered Products.

iii. Any delivery of Products not in accordance with the order. In this case TIS shall, at TIS's discretion, replace the Products or refund the purchase price.

iv. Any non-delivery of the Products. In this case TIS shall deliver the undelivered Products or refund the price of the undelivered Products.

If the Customer fails to give any such notice within the specified time, the Customer will be deemed to have accepted the relevant order as being delivered in accordance with the Customer's instructions and to have accepted the Products as being free from all defects.

 

The Customer acknowledges that the remedies set out in this clause 5 are the Customer's exclusive remedies for the circumstances described in paragraphs (i) to (iv) above, and TIS shall not be liable for any other losses, damages or expenses incurred by the Customer.
 

Payment

If TIS has not granted credit to the Customer, payment terms are by credit card.
 

Credit terms (subject to satisfactory references and TIS's absolute discretion) may be available to the Customer. If a credit has been granted, the Customer must pay in accordance with the credit terms agreed. All payments must be made to TIS without any set-off, deduction or counterclaim.
 

If any sum in relation to any order of the Product or Service is not paid to TIS on the due date for payment:
 

i. All sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date;

ii. The Customer will be liable to pay all expenses and legal costs incurred by TIS in relation to obtaining or seeking to obtain an appropriate remedy; and

iii. TIS may charge the Customer interest calculated on the outstanding amount and accrued during the period from the due date until payment of all outstanding sum is made in full (whether before or after judgement) at the rate of one per cent per month, compounded monthly.
 

Passing of Risk and Property

Risk of loss of or damage to the Products shall pass to the Customer on delivery. Ownership of the Products shall not pass to the Customer until all sums due to TIS from the Customer for those Products have been received by TIS, and until that time TIS shall be entitled to the immediate return of all Products at the Customer's cost if the Customer fails to pay any sum in relation to the ordered Products to TIS. The Customer authorises TIS and its agents to enter any premises of the Customer and to recover the Products for that purpose.
 

Product and Availability Information

TIS reserves the right to discontinue any Product or to change its design at any time without any prior notice. Unless otherwise confirmed, the Customer acknowledges that nothing in the TIS catalogue shall be taken as a representation of the source of origin, manufacture, or production of any Products or any part of them.
 

Warranty

For Products: TIS warrants that if any Product is defective, it will, at its option, replace or repair the Product or refund the purchase price, provided that a claim is notified in writing to TIS within 12 months of the date of despatch of the Product, or such other longer period as may be indicated by TIS for specific products from time to time.
 

For Services: TIS warrants that if any Service is defective, it will, at its option, either rectify the Service or supply to the Customer free of charge a substitute Product in place of the defectively serviced Product, provided that a claim is notified in writing to TIS within 12 months of the date of the invoice of such Service, or such other periods as may be indicated by TIS for specific Products from time to time.
 

These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made on the Products without the consent of TIS. The Customer must deal with the defective Products in accordance with TIS's instructions.
 

The Customer must contact TIS to notify TIS in advance of the return of any Products and obtain a returns number from TIS, to be quoted on all paperwork. Returned Products must be accompanied by an advice note stating the invoice number and the nature of the defect. Where the Customer does not return Products in accordance with this clause 9, TIS may refuse to accept such Products and return them to the Customer at the Customer's cost.
 

The remedies set out above shall be TIS's sole liability and the Customer's sole remedy for any breach of warranty and in respect of the supply of Products and/or Services. Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions concerning the supply of Products and/or Services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill). TIS shall not be liable to the Customer for any loss, damage or liability which arises out of the breach of implied warranties, terms or conditions or breach of any other duty of any kind imposed on TIS by operation of law. The Customer acknowledges that it is responsible for ensuring that the Products and Services it orders are fit for the purposes for which it intends to use them and for using all necessary skills and care in handling and using the purchased Products.
 

Limitations of Use

Products sold by TIS are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property. TIS shall have no liability for any loss, damage or injury arising directly or indirectly from any such use or application of the Products to the fullest extent permitted by law.
 

Liability

TIS shall not be under any liability for any damage, losses (whether direct, indirect or consequential), expenses, liabilities, injuries, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the TIS technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
 

TIS shall not be liable for any economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:
 

i. any express or implied terms of the contract between TIS and the Customer, or of any order accepted by TIS;

ii. any duty of any kind imposed on TIS by law; or

iii. any defect in the Products or Services.

If, notwithstanding any provisions of these terms and conditions, any liability attaches to TIS in respect of the Products or the Services, TIS's liability to the Customer arising out of or in connection with these terms and conditions or any order whether in contract, tort or otherwise in respect of one or more of

 

i. any express or implied terms of the contract between TIS and the Customer, or of any order accepted by TIS;

ii. any duty of any kind imposed on TIS by law; or

iii. any defect in the Products or Services, shall be limited in the aggregate to HK$300,000 or the total value of the order, whichever is greater.
 

Cancellations and Returns

Any order made by the Customer is irrevocable. However, TIS may allow an order to be cancelled at its discretion, provided that the Customer shall indemnify TIS for the costs incurred by TIS in respect thereof. If only part of an order is cancelled, TIS may invoice the Customer any difference in selling price per unit applicable to the quantity actually delivered prior to cancellation compared to the quantity ordered.
 

The Customer may only return purchased Products to TIS, and receive a credit or refund, on the following conditions:
 

i. The Customer must contact TIS in advance and obtain the prior consent of TIS and obtain a returns number (to be quoted on all returned paperwork);

ii. Return of the purchased Products must be made within 30 days of the date of despatch (as stated on the delivery documentation). Products must be returned to TIS in their original packaging and in a condition which shall enable them to be immediately fit for re-sale.

iii. Products must be adequately packed and dispatched freight prepaid, clearly labelled, to Customer Service Department, TIS Components Limited, Unit 1-5, 20/F., Midas Plaza, 1 Tai Yau Street, Sanpokong, Kowloon, Hong Kong. TIS shall under no circumstances bear any responsibility for any direct, indirect or consequential loss, damage or expenses of any kind howsoever caused during the course of returning the purchased Products to TIS.

Products accepted for return will be credited at invoice value. TIS will apply a handling charge of 10% of invoice value or HK$100, whichever is higher.

 

The Customer acknowledges that TIS's returns policy excludes DVDs, videotapes, books, software, calibrated Products, scheduled orders, non-stocked Products, and production packaging format Products.
 

Services

TIS offers calibration Services in respect of the Products. TIS may quote a turnaround time target for these Services, but shall be under no liability if it fails to comply with such target in any event.
 

TIS will check the Product for compliance with the published specification at appropriate points, using usual working standards which are periodically verified and which are traceable to national standards. TIS will issue a dated and signed certificate of testing, which gives details of the measurements made. If TIS has to carry out more than the minor adjustments appropriate to a normal recalibration routine, TIS will either return the Product to the Customer or, following Customer's acceptance of TIS's further quotation and receipt of the appropriate order, will repair the Product before further Calibration.
 

Rights in the TIS catalogue

The Customer acknowledges that TIS and its licensors own the intellectual property rights in the TIS catalogue, the content thereof and the stock numbers, and that their whole or partial reproduction without TIS's prior written consent is prohibited.
 

Force Majeure

A force majeure event is any event beyond the reasonable control of TIS (including but not limited to strikes, traffic congestion, the downtime of any external line, or TIS's inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If TIS is prevented or restricted from carrying out all or any of its obligations under these terms and conditions by reason of any force majeure event, then TIS shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than 14 days, TIS may cancel the affected order or cancel the whole or any part of these terms and conditions, without any liability to the Customer.
 

Anti-Bribery

The Customer shall (and shall procure that persons associated with it or other persons who are purchasing goods or services in connection with this contract shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the UK Bribery Act 2010 (the Relevant Requirements) and shall:
 

i. not (directly or indirectly) induce any employee, agent or subcontractor of TIS to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money, or other inducement;

ii. not do or omit to do any act that will cause or lead TIS to be in breach of any of the Relevant Requirements;

iii. promptly report to TIS any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with the performance of this contract;

iv. have and maintain in place throughout the term of this contract its own policies and procedures, including, but not limited to, adequate procedures to ensure compliance with the Relevant Requirements and shall promptly supply copies of or provide access to such policies on request from TIS.

The Customer is informed that TIS employees are not permitted to:

 

v. accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with TIS or seeks to do so;

vi. solicit gifts or other favours from any company or individual that does business with TIS, or seeks to do so.
 

Entertainment is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that TIS's employees, agents or contractors, can reciprocate.

 

Financial restrictions on gifts and entertainment are contained in TIS's Anti-Bribery Policy and further details are available on request.
 

Any breach of this clause 16 shall be a material breach of this contract which is incapable of remedy.
 

Privacy and Customer Information

TIS shall keep personal details of the Customer and its employees (the "Data") confidential at all times. TIS's policies and practices with respect to the collection, use, retention, disclosure, transfer, security and access of the Data will be in accordance with the Law of Hong Kong and are set out in this clause 16.
 

TIS is part of an international group of companies. The Customer acknowledges that TIS and any member of the TIS group may keep and use the Data for the purposes of providing services to the Customer. TIS and other members of the TIS group may disclose and transfer (whether in Hong Kong or abroad), on a confidential basis, the Data to TIS's advisers, agents, contractors, any telecommunications operators, any third party collection agencies, any credit reference agencies, any security agencies, any credit providers, banks and financial institutions working on behalf of TIS anywhere in the world for the proper fulfilment of orders. The Customer consents to TIS disclosing the Customer's name to certain of TIS suppliers for market research and commission purposes.
 

TIS may send to the Customer and its employees details of other products and services offered by the TIS group that may be of interest. If the Customer or its employees do not wish to receive details of these other offers, or wish to amend or correct their details, then they should contact the Customer Service Department, TIS Components Limited in writing at Unit 1-5, 20/F., Midas Plaza, 1 Tai Yau Street, Sanpokong, Kowloon, Hong Kong, by fax on (852) 3757 8096 or by email on info@topinst.com
 

Other General Terms of Business

Any failure or delay in exercising any right, power or remedy contained in these terms and conditions by TIS shall not in any event be deemed to be a waiver of any other right, power or remedy in respect of any present or future default of the Customer's performance or compliance with any of these terms and conditions.
 

If any provision of these terms and conditions is held to be invalid or unenforceable in whole or in part, it shall be deemed removed from these terms and conditions and the validity and enforceability of any other provision hereof shall not be affected.
 

Law and Jurisdiction

The contract between TIS and the Customer as applicable to each Customer order and these terms and conditions shall be governed by and interpreted in accordance with Hong Kong Law and the Customer submits to the non-exclusive jurisdiction of the Hong Kong Courts, but TIS may enforce the contract in any court of competent jurisdiction.