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1) Definitions

In these Conditions the following definitions apply:

  • ”Buyer”, “Purchaser”, “Client”, “User” or “Customer” mean the person, firm or company by whom an Order for Goods is placed;
  • “Confirmation of Order” means a document confirming that the Seller accepts the Buyer’s order;
  • “Goods”, “Merchandise”, “Products” or “Items” mean the Goods to be supplied by the Seller to the Buyer
  • ”Seller”, “Company”, “the Website”, “godirek” mean Groupe Casino Ltd., a company registered in Hong Kong SAR under the Business Registration Number 21698509-000-02-14-A whose office is at Guardian House, Floor 9, 32 Oi Kwan Road, Wan Chai, Hong Kong. Its trade name is Casino Global Sourcing that operates as the sourcing division of French retailer Groupe Casino.
  • “Working Days” any day of the week excluding Saturday or Sunday and public holidays (under the Hong Kong SAR legislation)

2) Ruling Conditions / Basis of contracts

These Conditions shall govern the sale or enquiry of any Goods to the Buyer, subject to any variation which may appear on the Confirmation of Order. In the event of any conflict between the Terms & Conditions and the Confirmation of Order, the latter will prevail. A contract (“Contract”) will be formed when the Seller confirms the Buyer’s order by way of the Confirmation of Order.

3) General Disclaimer

Godirek expressly disclaims any responsibility, representation or warranty:

  • in relation to the quality, operation, use, accuracy, or timeliness of, or the fitness or use for any purpose of, godirek or the Information;
  • in relation to any goods or services accessed, offered or obtained through godirek or pursuant to the Information;
  • that any access to godirek or the Information will be uninterrupted or error free or that the Information does not contain any viruses, or contaminating or destructive properties;
  • that the Information will not be objectionable or offensive to the User or any other person;
  • for any error, omission or misstatement in or arising from the Information.

Godirek does not endorse or recommend any person, organisation, name, product or service referred to in the Information, nor does the Information constitute godirek’s views or opinions.

godirek will not be a party to any transaction between the User and any third person in any way relating to the Information or made through godirek unless and only to the extent expressly stated in writing otherwise.

4) MOQ (Minimum Order Quantity)

All products and items offered in godirek are subject to MOQ. Those MOQ may vary and differ from one product to another. The MOQ stated on godirek are an estimation/approximation, and may not reflect the real ones. The MOQ may be changed by the Seller at anytime, without prior notice. Depending on the cases and context (multiple item order, order consolidation, etc.), MOQ can be lowered or increased.

5) Quotations

A quotation issued by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at any time prior to the Seller’s acceptance of the Buyer’s order by the issue to the Buyer of the Seller’s Confirmation of Order.

6) Samples

Buyer will be liable for the cost of sample but it is deductible from the first order payment, except with the written consent of the Seller or other Term stated in the Confirmation of Order.

7) Prices

All prices on the website are based on FOB (Free On Board) term. The seller would propose a landed cost covering transportation to destination upon request. The price of the Goods shall be as stated in the Seller’s Confirmation of Order. Prices quoted and the other information shown is for reference only and is subject to change without prior notice. There might be price adjustments according to various factors including but not limited to order quantity, product modifications, specific quality, performance requirements and country regulation.

8) Terms of Payments

Payment shall be made in full by the Buyer to the Seller without any deduction or set off in accordance with these Terms and Conditions. Unless otherwise specified, payment type is L/C (Letter of Credit) and the payment term is at sight. On failure by the Buyer to settle any invoice by the due date (or in accordance with the terms agreed) the Seller may charge the Buyer interest on overdue accounts, from the due date thereof until receipt by the Seller of the full amount whether or not after judgment. If the Buyer fails to make payment on the due date the Buyer’s right to any agreed discount shall be forfeited. Where payment for the Goods is made by confirmed/irrevocable letter of credit, the Buyer remains liable to make payment to the Seller by the due date for payment as set out by clause 8 above in the event that either the Bank which issued or the Bank which confirmed the Letter of Credit fails to do so.

9) Credit Notes and Credit Balances

Only credit notes issued by the Seller may partially or totally cancel invoices issued thereby.

10) Delivery & Shipping

Delivery method can be made by Air Freight or Sea Freight upon buyers’ request. Delivery dates mentioned in any quotations, acknowledgement of order or elsewhere are given in good faith and the Seller shall use every reasonable endeavour to meet them. However the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. If the Buyer refuses or fails to take delivery of Goods in accordance with the Contract the Seller shall be entitled to immediate payment in full for the Goods so tendered. If the Buyer, prior to delivery requests a change in the delivery date, the Seller shall be entitled to renegotiate the price and/or cancel the Contract if no new price can be agreed. The Seller shall be entitled to store at the risk of the Buyer any Goods of which the Buyer refuses or fails to take delivery of and the Buyer shall in the addition to the purchase price pay all costs of such storage and any additional losses, costs, charges and expenses incurred as a result of such refusal or failure. The Seller shall be entitled in the case of short-life Goods to immediately dispose of the same in such manner as the Seller may determine and in the case of all other Goods the Seller shall be entitled after the expiration of one month from the date of refusal to take delivery to dispose of the Goods in such manner as the Seller may determine. Any dispute relating to a delivery shall never provide grounds for Client’s late payment, unless the latter evidences a breach that is exclusively attributable to the Agent.

11) Standards, Norms, Certifications and Product Customization

Standards, norms, certificates and product customization are made according to the requirements of the buyer. Products specifications can be customized to be in compliance with the quality regulations of any destination countries.

12) Packaging Standards & Packaging Adaption

Packaging of the products offered on godirek are compliant to the details provided on the “Product Details” and “Logistics” sections in the product pages of the website. However the packaging information on the Quotation and Confirmation of Order will prevail. Packaging adaption is also at the buyer’s disposal to meet any specific labeling requirements.

13) Retention of Title and Risk

  • Title

No title in the Goods shall pass from the Seller to the Buyer unless and until the Seller has received payment in full for the Goods and for any other amounts owing by the Buyer to the Seller on any other account whatsoever.

  • Risk

The passing of risks occurs when the goods are loaded on board at the port of shipment, except with the written consent of the Seller or other Term stated in the Confirmation of Order.

  • Recovery of the goods

The Seller reserves the right to repossess and uplift the Goods and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and license to the Seller’s employees and agents to enter upon all or any of its vehicles or premises in which the Goods are stored with or without vehicle during normal business hours. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller there under or otherwise.

  • Recovery of proceeds of Sale of the Goods in the Event of Non-Payment

If the Buyer resells any Goods supplied by the Seller, the proceeds of such resale equivalent to all sums owing (‘the Proceeds’) shall belong to the Seller until payment has been received in full. The Buyer will hold the proceeds in a fiduciary capacity to be remitted forthwith to the Seller.

  • Termination of Buyer’s Rights.

The Buyer’s right to possession shall cease forthwith in the following events:

    (a) the Buyer has not paid all amounts due to the Seller on any account whatsoever;
    (b) the Buyer is declared bankrupt or makes/attempts to make any proposal to his creditors for composition or other voluntary arrangement with its creditors or does or fails to do anything which would entitle a petition for winding up or a bankruptcy order to be presented;
    (c) the Buyer does or fails to do anything which would entitle any person to appoint a receiver to the whole part of the Buyer’s assets or would entitle any person to present a petition for the administration of the Buyer or a resolution is passed for the winding up of the Buyer;
    (d) a judgment against the Buyer remains unsatisfied;
    (e) the Buyer is unable to pay a debt to a third party as it falls due and/or is deemed to be insolvent;
    (f) any distress or execution is levied against any of the Buyer’s assets;
    (g) or if a Receiver or Administrative Receiver or Administrator of the Buyer’s assets or undertaking or any part thereof is appointed or if a notice of intention to appoint an administrator is given; or
    (h) the Buyer ceases to do business.
  • Insuring the Goods

The Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risk usually covered by the insurance in the type of business for which the Goods are for the time being used in an amount at least equal to the balance of the price for the same time to time remaining outstanding.

  • Mitigation

All mitigation/recovery activities by the Seller under the Contract are agreed to be entirely without prejudice to any additional claims it may have against the Buyer for any failure by the Buyer to complete its obligations under the Contract.

  • Deduction, Set-off or Counterclaim

In the event of any of the occurrences referred to in the sub-clause 8.5 above entitled ‘Termination of Buyer’s Rights’ arising, all sums due from the Buyer to the Seller shall become immediately due and payable without deduction, set-off or counterclaim.

14) Notification of Failure of Delivery in accordance with Contract

The Buyer shall notify the Seller of any shortage in the quantity actually delivered or any damage to or defect in the Goods. In the event of the Buyer failing to give the Seller such written notice then the Buyer shall be deemed to have accepted the Goods in the quantity and state in which they are actually delivered and the Buyer shall be deemed to have waived any claim in respect of the Goods. The Seller may at its option make good any shortage or non-delivery and/or as appropriate replace, repair or provide credit any Goods found to be defective or damaged.

15) Warranty

Godirek does not provide any warranty of the item whatsoever, whether express, implied, or statutory, including, but not limited to, any warranty of merchantability or fitness for a particular purpose or any warranty that the contents of the item will be error-free.

16) Cancellation

Once a Contract exists between the Buyer and the Seller the same cannot be cancelled by the Buyer except with the Company’s consent and on terms, which will indemnify the Seller against all loss including, without exception, loss of profits. If there is appointed a receiver or Administrator of the Buyer’s property or assets or any part of them, or a court order is made or a resolution passed for the winding up of the Buyer (except for the purpose of amalgamation or reconstruction) or if the Buyer commits any act of bankruptcy, or any bankruptcy petition is presented against the Buyer, the Seller may by notice in writing to the Buyer cancel all Orders and Contracts between the Seller and the Buyer or any part of them remaining unfulfilled.

17) Liability

The Seller shall not be liable for defects in the Goods caused by an act of neglect or default of the Buyer or of any third party or for the unsuitability of the Goods or substances. The Seller’s aggregate liability to the Buyer in respect of any occurrence or series of occurrences whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstance exceed the price of the defective damaged or undelivered Goods determined by net price invoiced to the Buyer whether or not loss and damage is limited to the Goods or includes consequential losses. In all events and if the Seller’s liability is committed, such liability shall never exceed the amounts collected pursuant to the commissions paid by the Client.

18) Interference with Markings

The Buyer shall not alter, obscure, remove, conceal or otherwise interfere with any markings, or other identification of source or origin placed by the Seller on the Goods, or on their labeling or packaging, without the Seller’s express prior permission in writing.

19) Intellectual property, Interference with markings & Copyright

The Buyer must not use any of the Seller’s brand names, business names, designs, logos or trademarks (‘Intellectual Property Rights’) for advertising or other promotional purposes without the Seller’s express prior permission in writing. All Intellectual Property Rights not specifically and expressly granted to the Buyer either by these terms and conditions or by express written agreement with the Seller are reserved to the Seller, and the Buyer shall not be party to any act, matter, neglect or conduct whereby those Intellectual Property Rights are prejudicially affected.

20) Force Majeure

If the supply of Goods by the Seller is prevented, hindered, delayed or rendered uneconomical by reason of circumstances or events beyond the Seller’s reasonable control including but not limited to Act of God, restrictions, restraint or interference by any Government or Governmental or official body or any legislation rules order they make, riot, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, severe weather conditions, difficulty or increased expense in obtaining labour, materials or transport, or other circumstances affecting the supply or the manufacture of the Goods or the means of delivery, the Seller shall be under no liability to the Buyer and shall have the right to cancel or suspend the whole or any part of the Seller’s unfulfilled obligations and in the event of any such cancellation or suspension to treat the terms or this Contract as having been modified accordingly by mutual consent.

21) Assignment

This contract is between the Seller and the Buyer as principals and is not capable of assignment by the Buyer except with the written consent of the Seller.

22) Amended Terms and Conditions

Any amendments to the terms and conditions of the sale of the Goods shall be of no effect unless agreed in writing by the Seller.

23) Waiver

Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right not operates so as to bar the exercise or enforcement thereof at any time or times thereafter. No exercise of any right or remedy under these terms and conditions or at law in equity shall (save to the extent, if any, provide expressly under these terms and conditions) operate so as to hinder or prevent the exercise of any other right or remedy howsoever at law or in equity.

24) Third party rights

If the Buyer uses or sells the Goods in such a manner as to infringe any rights of a third party the Seller shall not be responsible for such infringement nor for any alleged infringement arising from the Buyer’s action in relation to the Goods and the Buyer hereby agrees to indemnify the Seller from and against all liability arising there from. The Buyer shall not make any representations, warranties or guarantees with reference to Goods except such as are consistent with these terms and conditions and entirely on its own behalf and not on behalf of the Seller.

25) Severance of Conditions

If any of these Conditions or any portion of the same shall be held to be invalid or unenforceable in whole or in part under any enactment or rule of law such Conditions or portion of same shall to that extent only be deemed not to form part of these Conditions and the validity and enforceability of all the remaining Conditions shall be affected.

26) Law and Arbitration

Hong Kong law governs this notice, and each part of this notice shall apply to the extent permitted thereby. Any part of this notice which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction only to the extent of the prohibition or unenforceability. That does not invalidate the remaining parts of this notice nor affect the validity or enforceability of that part in any other jurisdiction.