These Terms and Conditions supersede all previous versions
The following terms and conditions of purchase ("These Terms and Conditions") shall apply to the purchase of the Products between the Buyer and the Seller (as hereinafter defined):
In these Terms and Conditions, the following expressions shall have the following meanings unless the context otherwise requires:
"CAMG Helpline" means the reporting line setup by Canon HK's headquarter for the purpose of reporting any Canon HK's misconduct in relation to any Order, which is currently using the web address of www.ethicspoint.com.
"Canon HK" means Canon Hongkong Company Limited (佳能香港有限公司) with its registered office at 5/F., Tower A, China Life Center, 18 Hung Luen Road, Hunghom, Kowloon, Hong Kong.
"Confidential Information" means any and all information, documents, materials and data of Canon HK, its parent companies and/or their affiliates, relating to their business affairs, company structure, operation flow, customer information, regardless of form, disclosed pursuant, relating to or connected with any Order (including their existence) and the Goods.
"Default" means any negligent act or omission, misconduct, fraud and/or breach of the obligations, representations and/or warranties under any Order and these Terms and Conditions.
"Delivery Date" means such delivery date as agreed between the parties under an Order.
"Goods" means the gifts, premiums, items, goods, equipment, hardware, software, standard services, merchandise, or stationery and other similar items described in and accepted under an Order.
"Force Majeure Event" means any act of God, war, invasion, riot, rebellion, terrorist acts, government sanction, blockage, embargo, labor dispute, strike, lockout and any other cause or circumstance whether of the kind herein enumerated or otherwise which the affected party is unable to prevent and avoid, notwithstanding the exercise of reasonable foresight, diligence and care on the part of such party.
"Intellectual Property Rights" or "IPRs" means all designs, design rights, utility models, patents, inventions, logos, business names, service marks, trade marks, trade names, internet domain names, copyright, moral rights, rights in databases, data, source codes, reports, drawings, specifications, know how, trade secrets, software and/or other materials, semi-conductor rights, topography rights, rights in the nature of unfair competition and the right to sue for passing off and any other intellectual property rights and rights equivalent or similar to any of the foregoing in any jurisdiction worldwide, whether registered or unregistered and any application for registration of the foregoing in any jurisdiction worldwide.
"Order" means each Vendor's quotation, sales order or any other similar documents prepared by the Vendor with details of the Goods and other commercial terms accepted by Canon HK.
"Personnel" means the directors, officers, employees, subcontractors and agents of Vendor and any other entities or persons over whom Vendor may have control and/or are involved in the production and/or supply of the Goods.
"Permissions" mean permits, permissions, approvals, licences and consents required from all owners, authorities, regulatory and/or licensing bodies of the intellectual property rights."Price" means the price for the Goods as described in and accepted under an Order and which shall be deemed to be inclusive of all packing and shipping, transport and other delivery charges.
"Purchase Order" means the purchase order prepared and issued by Canon HK in its standard form.
"Requirement Specifications" mean the specifications for the Goods as specified by Canon HK in respect of each Order.
"Statutory Requirements" mean relevant laws, bye-laws, rules, regulations, and directives, orders and guidelines of relevant governmental/regulatory authorities (and any subsequent amendments thereto).
"Subcontractor" means the business entity appointed by the Vendor to perform part of its obligations in these Terms and Conditions.
"Terms and Conditions" means these general terms and condition of purchase, which shall be deemed to form an integral part of Canon HK dealing with the Vendor in each Order.
"Vendor" means the supplier named with office address written in the Order.
"Vendor Application Form" means the form prepared by Canon HK for the purpose of vendor registration.
The headings used in these Terms and Conditions are inserted for convenience only and shall be ignored in construing their meanings.
|1.3||In these Terms and Conditions, words connoting any gender include all genders; words connoting the singular include the plural and words connoting the plural include the singular; and references to persons include bodies corporate or unincorporated.|
|1.4||For the purposes of these Terms and Conditions any reference to a Recital, Clause, or sub-Clause is a reference to a Recital, Clause, or sub-Clause of these Terms and Conditions, and the Recitals form part of and are deemed to be incorporated in these Terms and Conditions.|
|1.5||References to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions of which they are re-enactments (whether with or without modification) and shall also include regulations or orders from time to time made pursuant to them.|
|1.6||In any case where Vendor is placed under an obligation or restriction under these Terms and Conditions, such obligation or restriction shall be deemed to include an obligation of Vendor to procure performance of that obligation and to prevent infringement of the restriction by any Personnel. An act, omission and/or Default of any Personnel shall for the purposes of this these Terms and Conditions be deemed to be an act, omission and/or Default of Vendor.|
2. Appointment of Vendor
|2.1||Canon HK hereby engages Vendor as its non-exclusive supplier of the Goods as per Order subject to these Terms and Conditions. Vendor hereby accepts such engagement and agrees on the terms and conditions herein. The performance of the Order by Vendor shall be deemed as Vendor's acceptance to these Terms and Conditions regardless whether these Terms and Conditions have been brought to the Specific attention of the Vendor.|
3. Vendor's Role and Responsibilities
(a)to supply and deliver the Goods to such location on or before the Delivery Date as notified by Canon HK or as per Order;
(b)to pack the Goods suitably to prevent loss and/or damage;
(c)to keep detailed records of all matters in relation to the supply of the Goods for at least 1 year from the date of delivery, and at Canon HK's request, make such records available for Canon HK's inspection and provide copies of the records to Canon HK;
(d)that neither Vendor nor any Personnel has offered or given, agreed to offer or give, or will offer or give to any person, any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to act in relation to the obtaining or execution of the Order, or for showing or forbearing to show favour or disfavour towards any person in relation to any Order or any other contracts with Canon HK;
(e)to notify Canon HK immediately if Vendor is or becomes aware that any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to act in relation to the obtaining or execution of any Order, or for showing or forbearing to show favour or disfavour towards any person in relation to any Order or any other contracts with Canon HK, has been offered or given or agreed to be offered or given to any Canon HK's director, officer, employee, subcontractor and/or agent;
(f)to inform Canon HK immediately of any inquiries, questions or issues raised by any authority regarding and relating to the Goods and/or Canon HK, as well as expeditiously notify Canon HK of any similar action and provide copies of any notices or correspondences received from such authority and Vendor shall not unilaterally file any response or reply to such authority without the prior written approval of Canon HK;
(g)in case of production of Goods as instructed by Canon HK, not to produce and/or supply and to ensure no other person produces and/or supplies Goods beyond the quantity as described in and accepted under an Order and/or otherwise than pursuant to an Order;
(h)in case of production of Goods as instructed by Canon HK, not to use and use reasonable effort to ensure no other person uses any Intellectual Property Rights of Canon HK, its parent companies and/or their affiliates and any description and/or images of the Goods for any purpose (including without limitation for advertising, promotion and/or marketing material or activities) other than with written authorization from Canon HK;
(i)unless with Canon HK written authorization, not to represent itself or allow itself to be represented, and to ensure no Personnel represents itself or allows itself to be represented, as being in any way connected with Canon HK, its parent companies and/or their affiliates, brand and/or any product (whether as a manufacturer, supplier or otherwise) of Canon HK, its parent companies and/or their affiliates;
(j)unless with Canon HK written authorization, not to use or allow any other person under its direction to use any designs, material or information supplied by or on behalf of Canon HK other than for the purpose of fulfilling its obligations under the Order and only to the extent necessary; and
(k)not to be involved in the production and/or supply of any goods which may be in actual or potential infringement of the Intellectual Property Rights of any person unless with such person's written authorization and hereby warrants that it and all Personnel have never been and are not involved in the production and/or supply of any goods which may be in actual or potential infringement of the Intellectual Property Rights of any person.
|3.2||For avoidance of doubt, nothing in these Terms and Conditions:
(a)shall be deemed as an agreement by Canon HK to purchase any Goods other than Goods pursuant to an Order; and
(b)shall prevent Canon HK from obtaining the Goods (or similar goods) from any other person.
4. Representations and Warranties
Vendor represents and warrants to Canon HK that all Goods shall be:
(a)new and unused at the time of delivery unless otherwise specified in the Order;
(b)in full compliance with the Requirement Specifications and Statutory Requirements, of merchantable quality, fit and sufficient for the intended purposes and free from any type of known potential error or defect; and
(c)free of any claims by any other person and that all use of the Goods shall not infringe or constitute a wrongful use of any Intellectual Property Rights or any other right, title or interest of any other person.
Vendor further represents and warrants to Canon HK that:
(a)it has full capacity and authority to execute, deliver and perform its obligations under the Order and the Order is executed by a duly authorised representative of Vendor;
(b)it will comply with all Statutory Requirements in carrying out any matter arising from or in connection with the Order;
(c)for the IPRs subsisted, used in or in connection with the Goods, the Vendor has obtained and will maintain at its own costs for the necessary Permissions to grant the rights to make the Goods and sell the Goods to Canon HK
(d)unless contrary in writing is shown in the Order, for IPRs created and developed by the Vendor or its Subcontractor as instructed by Canon HK, full and absolute right and title free from any encumbrance in any and/or all IPRs shall be vested in Canon HK as soon as such IPRs are created and, insofar as necessary to so vest the same, the Vendor as beneficial owner hereby assigns to the Canon HK full and absolute title, rights, and interest free from encumbrance in each IPRs present and future in all and any part of the world for its full term and effect.
(e)it will obtain and maintain at all times any and all government permits, permissions, approvals, licences and consents required as may be applicable and/or necessary to ensure the due performance of its obligations under any Order at its own expense;
(f)it will comply with all applicable security and trade control related laws and regulations and such guidelines as Canon HK may notify Vendor in writing from time to time relating to such security and trade control related laws and regulations in carrying out any matter arising from or in connection with any Order;
(g)it will comply with all applicable environmental related laws and regulations and such guidelines as Canon HK may notify Vendor in writing from time to time relating to environmental related matters and shall co-operate with Canon HK in promoting environmentally sound business operations under the common understanding that it is a corporate social responsibility to conduct business activities that take into consideration environmental related matters; and
(h)the execution and performance of the Order does not and shall not violate any provision of any existing arrangement, law, rule, regulation or order.
(i)the information given by the Vendor in Vendor Application Form (supplied to Canon HK) are to the best of its knowledge true, accurate and complete and Canon HK relies on the answers given in these forms to enter the Order.
|4.3||Vendor acknowledges its duty to report any Canon HK misconduct using CAMG Helpline.|
5. Delivery, Inspection and Acceptance
|Time is of the essence for all deliveries unless otherwise as indicated in the Order. Acceptance by Canon HK of late delivery shall not constitute a waiver of any claim for damages which Canon HK mayhave arising from and in connection with such late delivery or performance.|
|5.2||If Vendor fails to supply or deliver the Goods by the Delivery Date in accordance with the terms of the relevant Order, without prejudice to Canon HK's other rights and remedies, Canon HK shall be entitled to rescind the relevant Order without incurring any liability or compensation to Vendor whatsoever and/or obtain any prepayment made by Canon HK pursuant to the Order, and/or obtain a replacement from other sources and all costs and expenses incurred by Canon HK for any such replacement (including, without limitation, costs due to any increased price payable) shall be deemed to be a debt owed by Vendor to Canon HK and shall be reimbursed to Canon HK by Vendor immediately upon demand by Canon HK.|
|5.3||All Goods are subject to Canon HK's inspection and written acceptance. Otherwise Canon HK shall be deemed to accept the Goods after 30 days from the receipt of the Goods by Canon HK.|
|5.4||Canon HK may reject any Goods that do not comply with the terms of the relevant Order. Upon Vendor's receipt of notice from Canon HK of such rejection and at the request of Canon HK, and without prejudice to Canon HK's other rights and remedies, Vendor shall remove and replace the Goods at Vendor's own cost and expense and within such period as may be specified by Canon HK, failing which Canon HK shall be entitled to repair the defective Goods and/or to obtain a replacement from other sources and all costs and expenses incurred by Canon HK for any such repair and/or replacement (including, without limitation, costs due to any increased price payable) shall be deemed to be a debt owed by Vendor to Canon HK and shall be reimbursed to Canon HK by Vendor immediately upon demand by Canon HK.|
6. Title and Risks
|Title to and risks in the Goods shall pass from Vendor to Canon HK upon delivery and written acceptance by Canon HK of the Goods, provided always that all risks in any rejected Goods in the possession of Canon HK remain with Vendor.|
Should Vendor fail to remove any rejected Goods with Canon HK within thirty (30) days upon Canon HK's notice, Canon HK may without prejudice to its other rights and remedies:
(a)without further notice to Vendor dispose of such Goods as Canon HK shall think fit without being liable to Vendor for loss and Vendor shall indemnify Canon HK against any liability to third party in consequence of such disposal and the costs of such disposal; or
(b)continue to store such Goods and Vendor shall reimburse Canon HK for all storage costs immediately upon Canon HK's written demand.
7. Warranty Period
|If during the period as specified in the Order (such period is counting from the later of delivery or written acceptance of the Goods by Canon HK) ("Warranty Period"), such Goods are found damaged, defective in design, materials or workmanship, incorrect and/or not in accordance with the Requirement Specifications and/or the other terms of these Terms and Conditions and/or the relevant Order, without prejudice to Canon HK's other rights and remedies and at Canon HK's request, Vendor shall remove and replace the Goods at Vendor's own cost and expense and within such period as may be specified by Canon HK, failing which Canon HK shall be entitled to repair the defective Goods and/or to obtain a replacement from other sources and all costs and expenses incurred by Canon HK for any such repair and/or replacement (including, without limitation, costs due to any increased price payable) shall be deemed to be a debt owed by Vendor to Canon HK and shall be reimbursed to Canon HK by Vendor immediately upon demand by Canon HK.|
8. Intellectual Property Rights
|Vendor warrants that the Goods and the production, supply and/or use of the Goods will not infringe any Intellectual Property Rights of any person.|
|8.2||All literature, designs, material, information supplied by or created on behalf of Canon HK shall be and remain the property of Canon HK and Vendor shall have no rights to use such property except for the purpose of fulfilling its obligations under the Order or with the authorization from Canon HK in writing.|
|8.3||Vendor shall at all times whether during or after termination or expiry of the Order indemnify and keep indemnified Canon HK, its parent companies and/or their affiliates against all losses, claims, damages, liabilities and expenses (including all legal fees on a full indemnity basis) incurred by or awarded against Canon HK or which are agreed by Canon HK to be paid by way of settlement or compromise arising out of or in relation to any infringement or alleged infringement of any Intellectual Property Rights of any person which are suffered by Canon HK, its parent companies and/or their affiliates in respect of or in connection with the purchase and/or use and/or promotion of the Goods ("IPR Claim").|
Where Vendor comes to know of any actual, threatened or suspected IPR Claim, Vendor shall:
(a)without further notice to Vendor dispose of such Goods as Canon HK shall think fit without being liable to Vendor for loss and Vendor shall indemnify Canon HK against any liability to third party in consequence of such disposal and the costs of such disposal; or
(b)continue to store such Goods and Vendor shall reimburse Canon HK for all storage costs immediately upon Canon HK's written demand.
(c)not assist in, cause, or permit any action which may damage or endanger any IPRs of Canon HK, its parent companies and/or their affiliates; and
(d)not settle or compromise any IPR Claim without Canon HK's prior written approval.
|8.5||Vendor at its own expense undertakes to procure and/or transfer any requisite licenses, sub-license and/or consents to Canon HK to ensure the lawful and continued use of the Goods by Canon HK.|
|8.6||Neither party shall, by virtue of the Order, acquire or be deemed to have acquired any rights, interest or benefit in any IPRs owned by the other party save and except in accordance to the clause 4.2(d). Nevertheless any IPRs of the Confidential Information and any IPRs of the Goods deriving from or arising from Canon HK's ideas, suggestions and contributions shall belong solely and remain exclusively in Canon HK.|
|8.7||Vendor shall not use and shall ensure no Personnel uses any Intellectual Property Right of Canon HK, its parent companies and/or their affiliates for any purpose other than for the purpose of performing its obligations under any Order.|
|8.8||Vendor further undertakes not to register, directly or indirectly, any patent, trademark, service mark, trade name, company name, internet domain name or other proprietary or commercial right that is identical or similar to and/or may be confused with the Intellectual Property Rights of Canon HK, its parent companies and/or their affiliates or that constitutes a translation thereof into another language.|
|8.9||Vendor shall remain at all times subject to thisClause 8both during and after the effectiveness of the Order.|
|Vendor shall and (where applicable) shall procure its Subcontractors to, maintain at its own expense the following insurances with a well-established insurance company in such amounts as are reasonably necessary to cover their obligations including:
(a)public and product liability insurance; and
(b)workmen's compensation insurance as required by the relevant governing and applicable laws.
|9.2||Vendor shall at Canon HK's request produce for its inspection the relevant policy of the insurance together with the receipts in respect of premiums paid under such policy.|
|9.3||For avoidance of doubt, the provisions of thisClause 9shall not be deemed to limit in any way of Vendor's liability.|
|The Seller shall maintain insurance of the nature and extent of cover that would be prudent for the performance of the Seller's obligations under These Terms and Conditions.|
|10.2||Vendor agrees to protect the Confidential Information of Canon HK with the same standard of care and procedures used by Vendor to protect its own Confidential Information of similar importance but at all times using at least a reasonable degree of care.|
Any Confidential Information which Canon HK permits in writing to be disclosed by Vendor shall be strictly limited to the following purpose and subject to the following terms:
(a)such disclosure shall be strictly for the purposes of, and only to the extent required for Vendor's fulfillment of its obligations under the Order;
(b)Vendor shall ensure that the person whom the Confidential Information is disclosed shall not disclose the Confidential Information to any other person or use the Confidential Information for any other purpose other than for the purposes of, and only to the extent required for Vendor's fulfillment of its obligations under the Order. Vendor shall further at Canon HK's request procure that each person and/or entity whom Confidential Information is to be disclosed executes and delivers, an undertaking to safeguard the Confidential Information on such terms as may be specified by Canon HK; and
(c)if the disclosure is ordered by a court of competent jurisdiction or required to be disclosed by law, Vendor may make such disclosure provided that Vendor shall as soon as reasonably practicable after receipt of the notice of such requirement notify Canon HK of the same to give Canon HK the opportunity to seek any other legal remedies to maintain such information in confidence as far as reasonably practicable.
Vendor acknowledges and agrees that any unauthorized use or disclosure of Confidential Information could cause immediate and irreparable harm to Canon HK for which money damages may not constitute an adequate remedy. Accordingly, Canon HK shall be entitled to seek and to obtain injunctive or equitable relief without limiting or restricting their rights to seek and obtain other damages and reliefs available under these Terms and Conditions and/or at law or in equity.
For the purpose of thisClause 10, Vendor shall not be bound in respect of Confidential Information which:
(a)is or comes into the public domain otherwise than by a breach of these Terms and Conditions; and
(b)lawfully known to Vendor before receiving the same from Canon HK and is not subject to other obligations of confidentiality binding Vendor.
|10.6||The obligations in thisClause 10shall survive and continue to bind Vendor notwithstanding the termination or expiry of the Order.|
11. Force Majeure
|No delay or failure of performance by either party of its obligations hereunder will be deemed to be a breach of or default under these Terms and Conditions or give rise to any claim by the other party if and to the extent such delay or failure is pursuant to a Force Majeure Event.|
|11.2||Upon the occurrence of any Force Majeure Event, the affected party will be excused, for the duration and extent that the Force Majeure Event operates on any obligation under the Order from complying with and performing that obligation provided always that the non-performing party shall take reasonable steps to minimise delay and damages and shall notify the other party promptly upon the occurrence of such Force Majeure Event. The parties will continue to comply with and perform all other obligations of the Order that are unaffected by the Force Majeure Event.|
|11.3||If any Force Majeure Event affects the performance of the Order by either or both of the parties for a period exceeding three (3) months, then either party can at any time thereafter terminate the relevant Order by giving at least seven (7) days prior written notice to the other party and return all any pre-paid amount.|
|11.4||Vendor shall take reasonable steps and precautions to ensure that upon the occurrence of a Force Majeure Event, its impact on Vendor's ability to comply with its obligations under this Order is minimized.|
12. Indemnity and Exclusion of Liability
Without prejudice to any rights and remedies available, Vendor undertakes to defend, indemnify and hold harmless Canon HK and its affiliates, directors, officers, employees, and agents from and against any and all damages, liability, claims, losses and expenses (including all legal fees on a full indemnity basis) arising (directly or indirectly) from or in connection with:
(a)any defect in and/or malfunction of the Goods;
(b)any Default of Vendor or any Personnel;
(c)any claims by any third party from or in connection with any Default of Vendor or any Personnel; and
(d)the exercise by Canon HK of its rights and remedies pursuant to any of the above.
In no event shall Canon HK be liable in contract, tort or otherwise for:
(a)any death, personal injury or property damage (unless caused solely and directly by Canon HK's own negligence or wilful default);
(b)any loss of profit, business, contracts, revenues or anticipated savings; and/or
(c)any special indirect or consequential damage of any nature whatsoever
regardless of the legal theory it is based on and even if Canon HK has been advised of the possibility of such losses or damages.
|12.3||In no event shall Canon HK's total liability arising from any claim arising from or in connection with any Order and these Terms and Conditions exceed the money paid by Canon HK for the Goods under such Order.|
|Payment for the Goods shall be due as per the payment details written in the Order and the credit period is counting from written acceptance of the Goods or from the date of Canon HK received Vendor's invoice, whichever is later. Canon HK shall follow the special payment instructions as given by the Vendor in the Order.|
|13.2||Unless otherwise expressly agreed in writing between the parties all Prices are inclusive of applicable tax, levy, duty of the Goods and Canon HK shall not be required to make any payment other than the Prices for the supply of the Goods as indicated in the Order.|
|13.3||Save as expressly provided herein, Vendor shall be solely responsible for bearing all taxes (including, without limitation, goods and services taxes, income taxes and withholding taxes) and statutory contributions, and any penalties thereon, imposed or required by law and/or any governmental/regulatory authority on or based on the Goods supplied by Vendor, the performance of the Order, and/or the amounts paid or due and payable to Vendor under or pursuant to the Order.|
|13.4||All payments made by Canon HK shall be without prejudice to any rights or remedies which Canon HK may have and shall not to be considered as evidence that Canon HK has accepted that the Goods have been satisfactorily supplied or that Vendor has met its obligations under an Order or these Terms and Conditions.|
|13.5||Canon HK shall be entitled to set off and deduct, from any and all amounts payable by Canon HK to Vendor under any Order, any and all amounts recoverable from or owed by Vendor to Canon HK under any Order or under any other agreements or arrangements between the parties or for any other reason.|
|13.6||The Prices constitute Vendor's only remuneration in connection with an Order and neither Vendor nor any Personnel shall accept or have the benefit of any direct or indirect commission, allowance, gratuity or other consideration in connection with or in relation to any Order and/or the discharge of its obligations hereunder save for the Prices.|
14. Term and Termination
|The term of each Order and these Terms and Conditions shall commence from the date of Canon HK's acceptance of the Order until the date that all the Goods are completely supplied to Canon HK in accordance with the terms of such Order.|
|14.2||Canon HK may without incurring any liability or needing to make any compensation to Vendor whatsoever terminate any Order at any time by giving at least seven (7) days' prior written notice to Vendor.|
Canon HK may, without prejudice to its other rights and remedies and without incurring any liability or needing to make any compensation to Vendor whatsoever, terminate any or all Orders immediately upon written notice to Vendor, upon the occurrence of any of the following:
(a)Vendor commits a breach of any provision of these Terms and Conditions and, in the case of a breach which is capable of remedy, fails to remedy the same to the satisfaction of Canon HK within fourteen (14) days after receipt of a written notice by Canon HK for rectification;
(b)Vendor enters into compulsory or voluntary acquisition or is wound up or goes into liquidation proceedings or if a winding up/bankruptcy petition shall be presented or an order is made or a resolution be passed for the winding up of Vendor or has a receiver (or a similar functionality) appointed to any of its property or assets or makes a general assignment for the benefit of its creditors or otherwise acknowledges insolvency;
(c)Vendor enters into any composition or arrangement with its creditors; and
(d)any distress or execution or other process of a court of competent jurisdiction is levied on any of Vendor's assets and such distress execution or other process as the case may be is not satisfied by Vendor within fourteen (14) days from the date thereof;
(e)if in relation to any other contract with Canon HK, Vendor or any person employed by it or acting on its behalf has committed any offence under the Prevention of Bribery Ordinance (Cap. 201) or has abetted or attempted to commit such an offence or has given any fee or reward the receipt of which is an offence under the said Ordinance; and
(f)Vendor has engaged or engages or threatens to engage in any conduct adversely affecting the reputation or goodwill of Canon HK, its parent companies and/or the Canon brand.
15. Consequences of Termination or Expiry
The termination or expiry of any Order:
(a)shall not destroy or diminish the binding force or effect of the provisions of these Terms and Conditions or the relevant Order which are expressly or implied to come into force or to remain in force after such termination or expiry and/or which need to survive the termination or expiry in order to give full effect to their meaning and intent; and
(b)shall be without prejudice to any rights which have already accrued to Canon HK under these Terms and Conditions and in particular, but without limitation, the right to recover any payments and damages from Vendor.
|15.2||The termination or expiry of any Order only shall not affect the validity and continuing force of any other Orders then in force and not expressly terminated.|
Upon the expiry or termination of an Order for any reason:
(a)Canon HK shall only be liable to pay Vendor the Prices due and unpaid for the Goods which have been supplied up to the date of termination in accordance with the terms of the relevant Order, less any sums for damages incurred or may be incurred by Canon HK arising from or in connection with Vendor's Default (if any), and save as aforesaid, Vendor shall have no further claim whatsoever whether under the relevant Order or at law (including, without limitation, any claim for fees, disbursements, expenses, compensation, losses (including loss of profits) or damages, against Canon HK);
(b)Vendor shall on Canon HK's demand, refund to Canon HK, all monies paid by Canon HK in advance (without interest) in respect of any Goods not supplied in accordance with these Terms and Conditions and the relevant Order;
(c)Canon HK shall remain entitled to all rights granted and assigned to Canon HK under these Terms and Conditions and the relevant Order in respect of the Goods already received by Canon HK as at the date of expiry or termination;
(d)Vendor shall continue to comply with all its obligations under these Terms and Conditions and any other Orders which are not affected by expiry or termination of the terminated Order;
(e)Vendor shall immediately procure the delivery to Canon HK of:
all Confidential Information (including copies) and Canon HK's property in the possession of and/or provided by Canon HK to Vendor and any Personnel; and all technical data, artwork, images, drawings, designs, specifications, calculations, manuals, moulds and other documents, materials, items and information prepared by Canon HK, Vendor or any Personnel pursuant to and/or for use in connection with an Order and exclusive for the production of the Goods. For the avoidance of doubt, the foregoing shall include all design moulds or the like thereof used exclusively for the production of the Goods.
|16.1||The Vendor shall keep or cause to be kept during the effectiveness of the Order and for a period of seven years thereafter, accurate records of all information relating to the Order, including relating the Price, its arrangement in relation to quality, environmental, health and safety practices as specified in the Vendor Application Form, (the "Records") which is sufficient to enable Canon HK to verify its compliance to the Order.|
|16.2||Canon HK shall audit Vendor on annual basis by either written format or on site audit. At no additional cost to Canon HK, the Vendor shall reply Canon HK's written audit and grant, or procure to grant, to Canon HK, and any Canon HK appointed auditors, and their respective authorised agents, the right of access to the Records on reasonable notice and within normal working hours and any other documents of the Vendor, and its Personnel, and its Subcontractor and Subcontractor Personnel and the premises used by the Vendor or Subcontractor in relation to the fulfillment of the Order and shall provide such reasonable assistance at all times during the effectiveness of the Order in relation to audits of the performance of all of the Vendor's obligations under the Order.|
|16.3||Without prejudice to the foregoing, at no additional cost to Canon HK, in the event of an investigation into suspected fraudulent activity or in relation to potential beach of the areas related to quality, environmental, health and safety practices as required in the Vendor Application Form, or other legal or regulatory impropriety by the Vendor or Personnel in relation to the Order, Canon HK reserves for itself and any auditors of Canon HK the right of access without notice and at any time to the Vendor's Records relating to the Order, and its Personnel and premises of the Vendor and Subcontractor. The Vendor agrees to render all necessary assistance to conduct such investigation and to allow or procure such access at all times during the effectiveness of the Order or for any time thereafter.|
|16.4||In the event the audit results reveal any unconformity by the Vendor, the Vendor shall follow all suggested remedial actions or improvements made by Canon HK and shall be audited again by Canon HK or any Canon HK appointed auditors and their respective authorised agents until its full compliance. Vendor shall be responsible to reimburse Canon HK for all reasonable audit costs incurred by Canon HK as a result of Vendor's first unconformity.|
|17.1||Independent ContractorIn no event shall Vendor be considered as a representative, employee or agent of Canon HK. Neither party has the authority to make any statement, representation, warranty or other commitment on behalf of the other and the Order does not create any agency, employment, partnership, joint venture or similar relationship between the parties.|
|17.2||CostsEach party shall bear its own costs and expenses incurred in respect of the preparation and execution and performance of the Order and any agreements and documents ancillary to it.|
|17.3||Assignment & Sub-contractVendor shall not assign or sub-contract the whole or any part of its rights and obligations under the Order and/or allow or involve any other party in the production and/or supply of the Goods without Canon HK's prior written approval. In order for Canon HK to consider any request by Vendor in relation to the foregoing, Vendor shall furnish Canon HK with each relevant quotation and/or any relevant information/documents for Canon HK's consideration. Canon HK may assign any Order to any person without the consent of Vendor.|
|17.4||Business Ethics and Conflict of InterestVendor shall establish and maintain appropriate business standards, procedures and controls including those necessary to avoid any real or apparent impropriety or to prevent any action or conditions which could result in conflict with Canon HK's best interests. This obligation shall apply to the activities of all Personnel and any related third parties in connection with the Order. Without prejudice to the foregoing, Vendor shall establish precautions to prevent its Personnel from making, receiving, providing or offering gifts or entertainment of more than nominal value, payments, loans or other consideration to any Canon HK employee or any related third parties for the purpose of influencing any person.|
|17.5||CommunicationsIf either party needs to send any notice or other communication to the other under the Order, such communication must be in writing and delivered personally or by certified mail or courier service to the other's last known address, currently as specified in the Order. Any communication will be deemed received by the addressee (where delivered personally or by certified mail or courier service) at the actual time of receipt or 48 hours following the time of despatch, whichever is the earlier. Each party shall notify each other promptly in writing of any change in its contact details.|
|17.6||Whole AgreementThe Order constitutes the whole agreement between the parties and supersedes any prior commitments, negotiations, arrangements or understanding (whether oral or written) on the subject matter of the Order. No terms or conditions endorsed on, referred to or contained in Vendor's quotation, sales order, invoice or other document unless they are consistent with these Terms and Conditions will form part any Order. For avoidance of doubt, if there is any inconsistency between these Terms and Conditions, Purchase Order, sales order, quotation or any other documents prepared by the Vendor, the order of interpretation shall be the Purchase Order, these Terms and Conditions, then quotation, sales order and any other documents prepared by the Vendor.|
|17.7||AmendmentsAny amendment to this Terms and Conditions must be in written form with direct reference to the specific clause number in these Terms and Conditions and signed by each party's authorised representative. Otherwise, such amendment even sign by both parties shall be null and void.|
|17.8||SeverabilityThe illegality, invalidity or unenforceability of any part of the Order shall not affect the legality, validity or enforceability of any other part of the Order.|
|17.9||Waiver, Rights & RemediesThe failure of any party hereto at any time or times to require performance by any other party of any provision of the Order shall in no way affect the right of such party to require performance of that or any other provision and any waiver by any party of any breach of a provision of the Order shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any other right under the Order. Canon HK's rights and remedies under and pursuant to any Order are cumulative and are without prejudice and in addition to any rights and remedies Canon HK may have at law or in equity.|
|17.10||CounterpartsThe Order may be executed in one or more counterparts each of which shall be binding on each party by whom or on whose behalf it is so executed, but which together shall constitute a single instrument. For the avoidance of doubt, the Order shall not be binding on any party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be party hereto.|
|17.11||Governing Law and Jurisdiction The Order shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.|
|17.12||Each of the parties hereby submits to the exclusive jurisdiction of the Courts of Hong Kong Special Administrative Region in relation to any claim or dispute, and irrevocably waives any objection which it may now or hereafter have to the Courts of Hong Kong Special Administrative Region being nominated as the forum to hear and determine any such claim or dispute and agrees not to claim that any such Court is not a convenient or appropriate forum.|
|17.13||Notwithstanding the submission of any claim or dispute pursuant to this Clause to judicial proceedings, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under the Order, except insofar as it/they relate(s) directly to those matters in dispute.|