General Terms & Conditions of Sale
1. Definitions and Interpretation

In these terms and conditions, unless the context otherwise requires:



“Carrier” means Carrier Hong Kong Limited;



“Customer” means the Person named in the Quotation/Sales Contract/Sales Invoice;



“order” or “purchase order” means any order for or any statement of intent to purchase any goods or services placed by the Customer with Carrier;



“Quotation/Sales Contract/Sales Invoice” means the Quotation/Sales Contract/Sales Invoice by Carrier to the Customer; and



The expression “Person” includes an individual, a body politic, a company (limited or unlimited), a corporation, an association (incorporated or unincorporated), a statutory authority or any other authority or persons identified as the Customer.


These terms and conditions:



Replace all prior terms and conditions issued by Carrier to Customer; All previous communications between Carrier and the Customer, either oral or written with reference to the subject matter are hereby superceded and any modification hereof must be in writing signed by the Customer and Carrier. The conditions so far as applicable shall be incorporated in any Contract based thereon.



Take precedence over any terms set out in the Customer’s purchase order, credit application forms, to the extent of any inconsistency;


Any special conditions specified on the Sales Invoice/Quotation/Sales Contract shall, to the extent they are inconsistent with these terms and conditions, take precedence over these terms and conditions.




Once an order has been accepted by Carrier, it cannot be cancelled by the Customer.  The supply of goods or services is subject to availability.  Carrier reserves the right to suspend or discontinue the supply of goods or services to the Customer without penalty.  If Carrier is unable to supply all of the Customer’s order, these terms and conditions continue to apply to any part of the order supplied.


Customer may not cancel this Agreement in whole or in part unless with Carrier’s prior written consent and upon payment of reasonable cancellation charges. Such charges shall take into account costs and expenses incurred, and purchases or contract commitments made by Carrier and all other losses due to the cancellation including a reasonable profit. This cancellation charge shall not be considered a penalty.




The price quoted in this Quotation are based on costs ruling at the date of Quotation. Unless otherwise stated in the Quotation by Carrier, Carrier reserves the right to amend the quotation for any changes in these costs between the date of quotation and the date upon which the relevant cost is incurred. This provision includes changes in the rate of exchange, freight, insurance, duties, taxes, materials and labour and factors resulting from any change in Government policy. Any variation of these conditions in any documents of the customer is inapplicable unless accepted in writing by Carrier.



Should the cost of goods be increased by any circumstances of any kind whatsoever beyond the control of Carrier including (but not by way of limitation) increased production cost of manufacturers or suppliers, variations in rates of exchange, devaluation of any relevant currency or increase rates of freight or insurance, such increase shall borne by the Customers.



Where by any cause whatsoever beyond the control of Carrier, Carrier shall be called upon to pay any additional freight or incur any other charges and expenses in respect of the carriage of the goods covered by this contract, such additional freight, charges or expenses shall be payable by the Customers to Carrier in addition to the price quoted.


In cases where Carrier intends to progress bill the Customer for the supply of goods or services, Carrier will do so on a percentage (%) of completion of works basis and specify the billing schedule in its written quotation.  A separate Sales Invoices will be raised for each progress payment in accordance with the billing schedule.


All prices are expressed net of any applicable goods and services tax or value added tax, SURTAX, freight charges, and customs duty that shall be added to the amount to be paid by the Customer unless otherwise specified.


Carrier will not be bound by any condition attaching to the Customer’s purchase order or acceptance of a sale unless Carrier in writing expressly accepts such conditions.


A quotation is not to be constructed as an obligation to sell but merely an invitation to treat and no contractual relationship will arise.


Unless stated specifically to the contrary, the Customer is at his own cost to prepare the premises and provide proper size openings in the walls, floors and ceilings for all air ducts and pipes, and install where required and in accordance with local codes and regulations the following: - lighting, water, sewer and drain connections, cutting and patching, foundations and structural supports, electric wiring and obtain all permits, certificates of inspection and pay the fees therefor. Carrier shall have free use of clean fresh water and electricity and shall also have access to hoists and scaffolding if erected by the main contractor.


Any material and work in addition to that required under the Quotation/Sales Contract will be furnished only on the basis of written authorization of the Customer and the cost of them will be paid by the Customer to Carrier as extras.




The Customer must make immediate payment upon receipt of the Sales Invoice.  If the Customer has an approved credit account with Carrier, payment by the Customer for goods and services supplied must be paid for within 30 calendar days from the date of the Sales Invoice unless otherwise agreed in writing.  Time is of the essence in respect of the Customer’s obligation to make payment for goods or services supplied by Carrier to the Customer.


If any part of a Sales Invoice is in dispute, the balance will remain payable and must be paid when due.  The Customer has no right to set-off any claim against Carrier from moneys owing to Carrier.


The Customer must settle the deposits as per agreed before Carrier commence of any service or delivery of goods.


Unless otherwise stated, payment shall be made against Sales Invoice issued for the progress claims as the work proceeds and/or delivery of equipments.  In the event of default in payment of progress claims, Carrier reserves the right to stop all work at the site.




If requested by the Customer, and agreed by Carrier, Carrier will deliver the goods to an address specified by the Customer.  In such cases:



the Customer will pay all charges associated with the delivery of the goods;



the Customer, or a representative of the Customer must be present at the agreed place and time for delivery and must sign the delivery note as acknowledgement that the goods and quantities described on the delivery note have been delivered and comply with the Customer’s order;



if the Customer or a representative of the Customer is not present, Carrier may unload the goods at the agreed place for delivery, in which case, Carrier is no longer responsible in any way for the goods;



Carrier’s responsibility for delivery ceases at the delivery dock of the delivery address at which point title (subject to clause 11(f)) and risk in the goods will pass to the Customer.  The Customer is responsible for:




providing safe and adequate access to and from the delivery dock;




the loading or unloading of goods, and will pay for all damage and injury to any person and to any public or private property which may result.


If Customer nominates their own vessel or vehicle to deliver the goods to the Customer, risk will pass when the goods are loaded onto the Customer’s nominated vessel or vehicle and Customer shall be responsible for arranging the insurance of the goods. Where Customer has nominated its own vessel or vehicle for delivery, Carrier will not be liable to Customer for any loss in the event of any failure in delivery or to arrange insurance.


Carrier reserves the right to deliver in installments and all such installments, where separately invoiced, must be paid for without regard to the delivery of subsequent installments.  A part delivery of an order will not invalidate the balance of the order.


While Carrier will use all reasonable endeavors to meet agreed delivery dates, Carrier shall not be liable to Customer for any direct, indirect or consequential loss or damage whatsoever should it be delayed or prevented from delivering goods, supplying services, or otherwise performing any of its contractual obligations due to any cause or circumstances beyond Carrier’s reasonable control.  Time is not of the essence in relation to delivery.  Extension of time shall be granted for the delay by the reason of force majeure including, but not limited, to act of god, civil commotion and strike affecting any of the trades employed upon the works of any of the trades engaged in the preparation, manufacture or transportation of any of the goods or materials required for the works.


Subject to clause 5.4, delivery dates must not be varied once they have been agreed, without Carrier’s prior written approval.  Should Carrier agree to postpone delivery, the goods in question will be stored at the Customer’s risk and Carrier reserves the right to impose a weekly storage charge.  Where delivery is postponed for more than 3 months, Carrier may increase any fixed contract prices to reflect Carrier’s then current list price.


Carrier may at its discretion sell any goods still in its possession 3 months after the mutually agreed deferred delivery date and seek damages for any loss incurred by Carrier as a result of the deferment in the delivery date.


The erection of the equipment and services provided shall be carried out only during normal working hours unless otherwise stated herein.  Should the Customer insist on urgency outside the period allowed for in this contract such overtime incurred shall be for the account of the Customer.


Where specifications are to be supplied, the Customer shall supply such specifications in reasonable time to enable Carrier to complete delivery within the specified period.




Carrier’s Sales Invoice is made on a supply only basis.  Installation, treatment of water, testing and commissioning (if any) is at the expense of the Customer unless otherwise specified in writing by Carrier.


If installation is required, Carrier shall have the right to deliver any portion of the materials included under this Agreement when ready for delivery.  Storage space in safe and dry areas near or adjacent to the job site is to be provided free by the Customer.


Unless otherwise agreed by Carrier and the Customer in writing, as the treatment of water is a specialized business, Carrier will not be held responsible, under any circumstances, for water treatment to prevent or control algae, corrosion or sealing of any air-conditioning equipment installed. Carrier will however on request, furnish the Buyer with a list of Water Treatment Specialists.


Dimensions, Performance Data and Other Descriptive Details


Photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a quotation, the descriptive literature or a catalogue may be subject to alteration without notice.


Carrier reserves the right to make changes in the construction and/or design of goods and not withstanding any such changes the Customer shall accept in performance of any order of Carrier’s current corresponding standard models.


All drawings, memoranda, ideas and information furnished by Carrier shall remain its property and shall be considered its business and trade secrets, received in trust and confidence for the sole purpose of erecting and operating the equipment.


Claims and Returns


All complaints, requests for return of goods, claims, or notification of lost, incomplete, damaged, defective or non-compliant goods must be submitted by the Customer to Carrier in writing within 2 days of the date of delivery of the goods.  Otherwise, the Customer shall be deemed to have accepted the goods and shall not refuse to pay for the goods on the basis that they were lost, incomplete, damaged, defective or do not comply with the Customer’s purchase order.


While Carrier will use all reasonable endeavors to deliver goods as specified in the Quotation/Sales Contract, Customer acknowledges and agrees that it is the Customer’s sole responsibility to ensure that goods delivered align with the Quotation/Sales Contract.  Carrier is not liable to Customer or any end user for any goods purchased and or subsequently installed that are different to that specified in original Quotation/Sales Contract.


Carrier will not accept the return of goods unless the following conditions are satisfied:



Carrier’s approval has first been obtained; and



the goods are returned within 7 days of the issue of the authorization number under clause 8.3(a); and


a copy of the relevant invoice is enclosed with the returned goods; and



the goods are returned in merchantable quality (as determined solely by Carrier) with the original packaging and without damage or marks to the original packaging; and



the Customer pays shipping costs for the return of goods to a warehouse or other premises nominated by Carrier and



the Customer pays to Carrier a handling charge equal to 15% of the price paid for the goods. Unauthorized returns will not be accepted.  The Customer will be responsible for all damage incurred during return shipment.  The Customer shall not deduct the amount or any anticipated credit from any payment due to Carrier.


Goods represented by the Customer to be defective shall not form the subject of any claim for work performed by Carrier or for any loss, damages or expense whatsoever arising directly or indirectly from such defects, but such goods, if returned to Carrier and accepted as defective, will at the request of the Customer and if practicable be replaced as originally ordered. Defects in quality or dimensions in any delivery shall not be grounds for cancellation of the remainder of the order or contract.




The equipment manufactured by Carrier and sold is warranted to be free from defects in material and workmanship under normal use and service.  Carrier will within one year from date of original installation or within 15 months from date of delivery, whichever is earlier, repair or replace any part, assembly, or portion, thereof which shall be returned to Carrier and which Carrier’s inspection shall show to be thus defective.  Unless specified, this warranty does not cover any labor cost involved in the removal of defective part or installation of new part and any costs relating to loss of refrigerant and lubricating oil, or any service charges.  Carrier warranty policy also requires that all centrifugal chillers must be commissioned by a Carrier certified specialist.

For workmanship, the warranty period should be six months. Service provided under this Agreement shall be warranted for Six (6) months from completion of such service.  Carrier shall at its option repair, replace, or issue a credit, for any such defective service, provided they were not damaged, abused, altered by a third-party or affected by chemical properties.  Any warranty claim must be provided to Carrier in writing prior to the end of the applicable warranty period.  Carrier’s obligation to repair or replace any defective equipment or components during the warranty period shall be Customer’s exclusive remedy.


Notwithstanding anything else, Carrier makes no warranty, express or implied, with respect to the parts sold hereunder.


For all goods supplied by Carrier that have a written “Warranty Card” supplied with the goods when sold to the Customer, to the extent permitted by law, the warranty is in substitution for all other terms, conditions, warranties and representations, express or implied by statute or otherwise.


The Customer expressly acknowledges and agrees that it has not relied upon and Carrier is not liable for any advice given by Carrier, its agents or employees in relation to the suitability for any purpose of goods or materials supplied by Carrier.


Carrier shall not be liable for the corrosive or erosive action of liquids or gases upon the equipment and no part shall be deemed defective by reason of its failure to resist physical or chemical action of such elements upon said equipment.




Notwithstanding anything else to the contrary, Carrier shall not be liable for any indirect and/or consequential loss or damage. Carrier shall not be liable for any loss of profit, loss of use, loss of contracts, loss of production etc. 


Carrier will pay Employees’ Compensation Insurance covering Carrier’s employees only and public liability and property damage insurance subject to the maximum stated in the policies held by Carrier.  Any additional insurance required by the other party to any contract will be paid for by that party, and no claim shall be made upon Carrier by the Customer for any sum in excess of Carrier insured maximum. 


Termination, Repossession of Goods & Recovery of Debt 


If the Customer does not make any payment by the due date, exceeds its credit limit at any time, commits any other material breach of these terms and conditions or an insolvency event in respect of the Customer arises or is reasonably suspected by Carrier (“Default Event”), Carrier may (without limiting any other right or claim it may have against the Customer) do any or all of the following: 



charge the Customer interest calculated on a daily basis on any portion of the Customer’s account that is overdue at the reference rate for business loans available to commercial customers from the financial institution that Carrier banks with plus 5% calculated from the date the payment was due until the date payment is made (both dates inclusive); 



vary or withdraw any approved credit limit and/or terms of trade; 



cancel or suspend any unfilled orders or cease providing the services; 



terminate any contracts between Carrier and the Customer and demand immediate payment of any monies due/outstanding and the remaining amounts of the contracts for services to be fulfilled; 



cancel any rebate, discount or allowance due or payable by Carrier as at the date of the Default Event; 



enter (at any time) any premises in which Carrier’s goods are stored, to enable Carrier to reclaim possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer or any Receiver Manager or Administrator appointed over all or any part of its assets.  For the avoidance of doubt, title in the goods immediately re-vest in Carrier upon Carrier asserting its right of entry under this clause 11(f); or  



institute any recovery process as Carrier in its discretion decides at the Customer’s cost and expense. 


Carrier might terminate this agreement by sending writing notice to customer [1] month’s in advance. 


Alternation to Terms and Conditions 


Carrier may amend or vary these terms and conditions at any time by written notice to the Customer’s place of business or by posting an amended copy on Carrier’s website and that the Customer will be bound by any such amendments. 


 Governing Law 


These terms and conditions and any contract including them shall be governed by the laws of Hong Kong Special Administrative Region.  The parties irrevocably submit to the courts of Hong Kong in respect of any claims, proceedings and matters arising out of or in respect of these terms and conditions. 




All clerical errors are subject to corrections and shall not bind Carrier. 


Carrier’s failure to enforce, at any time or any period of time, any term of any contract incorporating these terms and conditions shall not constitute waiver of such term and shall in no way affect its right to enforce it. 


Headings are included for ease of reference and do not form parts of or affect the interpretation of these Terms & Conditions of Sale. 


These terms and conditions bind Carrier, Customer and their respective successors and assigns. 


Customer should provide a safe working environment to Carrier staff and Carrier will refuse to work if the working environment cannot meet our safety requirements. 


Should an individual provision hereto be held invalid or unenforceable, the remaining provisions of these terms and conditions shall remain in force and effect.  The Parties shall use their best efforts to arrive at a new provision consistent with the overall intent and objectives of these terms and conditions and which in terms of its economic result corresponds to the invalid provision 


Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects with Customer, including the value of such projects, in all forms and media for advertising, trade, and any other lawful purposes. 


Carrier disclaims any liability whatsoever if the material and/or equipment provided hereunder is used in any nuclear facility or weapons production application of any kind without Carrier’s prior written consent. 


With respect to the goods which include materials or technology originating from the United States of American, to the extent required by the applicable laws and regulations, Customer agrees that it will comply with applicable laws and regulations of the United States of America. Customer shall fully indemnify and hold Carrier harmless from and against any claims, damages, liabilities and expenses arising out of or in relation to any non-compliance with the applicable export laws or regulations by the Customer. 

15 .

Force Majeure 


Under no circumstances shall Carrier be liable for any loss, damage or delay due to any cause beyond its reasonable control, including but not limited to acts of government, strikes, lockouts, labor disputes, fire, explosion, theft, weather damage, flood, earthquake, riot, civil commotion, war, mischief or act of God.