English

1. Definitions: In these terms and conditions, the following expressions shall have the following meanings:
(a) “Leo Paper” shall mean Leo Paper Products Ltd. or any subsidiary/associated company of Leo Paper Group (Hong Kong) Limited.
(b) “The Work” shall mean the process of manufacturing the products for which a client has placed an order and/or the said products.
(c) “The Client” shall mean a company or party which places a manufacturing order with Leo Paper.

2. Quotation

2.1 Price: Quotations are based on the accuracy of the specifications provided. Leo Paper can re-quote a job if copy, film, tapes, or other input materials do not conform to the information on which the original specifications were based. A quotation not accepted within 90 days or otherwise specified since its issuance will become inoperative and will be changed. Prices quoted are based on the present gross cost of material, utilities, fuel and current labor rates. If there are any changes in these costs or rates that affect the work prior to its completion, such changes will be fairly reflected in Leo Paper's charges for that portion of the work so affected. Prices quoted do not include any additional costs not covered by the quotation, sales tax or any other kind of taxes now in force or hereafter imposed on this transaction, all such additional costs and taxes shall be the responsibility of the client.

Invoices for shipping, transportation, paper and mailing cost shall be billed as incurred and are due and payable upon receipt of invoice. All other invoices are due and payable within a designated period of time as agreed between Client and Leo Paper.

2.2 Positives/Negatives and Plates: Unless otherwise specified, all toolings and plates made by Leo Paper for the Client are Leo Paper's property.

2.3 Client-furnished Materials: Materials furnished by Clients or their representatives are verified by delivery notes either sent by post or electronic means. Leo Paper bears no responsibility for discrepancies between delivery notes and actual physical counting. Client-supplied materials must be delivered according to instructions furnished by Leo Paper. Artwork, film, color separations, special dies, tapes, disks, or any other accessories and materials furnished by the Client must comply with all applicable laws, regulations, rules and standards and be usable by Leo Paper without alteration or repair. Items not meeting these requirements may be repaired either by the Client or Client's representatives, or by Leo Paper. In case of the latter, Leo Paper is entitled to bill client on expenses incurred. In no event shall Leo Paper be responsible for any consequences arising out of non-compliance of Client-furnished materials.

2.4 Outside Purchases: Unless otherwise agreed in writing by Leo Paper, all outside purchases of raw materials and/or services for a particular job for the Client as requested or authorized by the Client are billable. If the Client has appointed designated supplier(s) to supply and deliver parts/accessories to Leo Paper directly in China, the Client should ensure that this/these supplier(s) will, prior to the delivery of the parts/accessories, provide Leo Paper with the approved Application Form for the Transfer of Bonded Goods for Processing from the Customs of the People's Republic of China, as required under the Decree of the Customs General Administration No.109. Failure to do so, Leo Paper shall not accept such parts/accessories and shall not be liable for any delay in the delivery of goods as a result thereof.

2.5 Order: Placing of orders should be done formally by Client by way of a duly signed document in writing. Acceptance of order shall not be effective unless and until Leo Paper confirms in writing by electronic mail, fax or post. Leo Paper reserves the right to claim against Client for compensation (if any) should Client cancel the order unilaterally after Leo Paper's acceptance. As the contents submitted to Leo Paper for printing may require the approval of PRC Government prior to production, Leo Paper reserves the right to cancel any order prior to production without any compensation if the contents fail to meet such approval.

2.6 Over-runs or Under-runs: Leo Paper will endeavour to print the quantities ordered by Client but variations in quantity within Client's tolerance level of over-runs and/or under-runs will be deemed acceptable. Leo Paper will bill for the actual quantity delivered within this tolerance. If the Client requires a guaranteed quantity, the percentage of tolerance must be stated when the order is placed.

2.7 Customs Clearance*: Leo Paper will not be responsible for or otherwise pay on behalf of Client any duty or tax that may be levied on the Work or the goods imported.

3. Prepress

3.1 Color Proofing:
A color proof is used to simulate how the printed piece will look, and a reasonable variation in color between color proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance as far as the variation is within a reasonable trade tolerance level and the proof becomes binding between the Client and Leo Paper.

3.2 Pre-press Proofs: Leo Paper will submit pre-press proofs along with the original sample(s) from Client for Client's review and approval. Leo Paper will not be responsible for undetected production errors if:
  • Proofs are not required by the Client;
  • The Work is printed per the Client's written approval;
  • Requests for changes are communicated orally or verbally.

4. Production

4.1 Production Schedules: Production schedules will be established and followed by both the Client and Leo Paper. There will be no liability or penalty for the delay in production if it is due to server failures, software glitches, disputes with copyright owners, labour disputes, or other causes beyond the control of Leo Paper. In such cases, production schedules will be extended according to the then situation by mutual agreement. Further, Leo Paper shall not be liable if the delay in production or reprint of the Work is due to the Client's fault or negligence. Client shall bear any additional costs incurred as a result of any form of rework caused or initiated by Client.

4.2 Client's Property: Leo Paper shall not be liable for any loss, deterioration or damage to Client's property, including but not limited to intellectual property, unless solely caused by Leo Paper's negligence. Leo Paper's liability for such property will not exceed the amount recoverable from the relevant product liability insurance. Additional insurance coverage may be obtained if request is in writing and the premium is paid by Client.

4.3 Experimental Work: It is customary in the industry to charge for experimental or preliminary Work performed at Client's request. This Work cannot be used without Leo Paper's written consent. The intellectual property rights of all experimental or preliminary Work are solely owned by Leo Paper.

4.4 Indemnification: Client agrees to protect Leo Paper from economic loss and any other harmful consequences that could arise in connection with the Work ordered by the Client. Client will hold Leo Paper harmless and indemnify it against all losses, claims, demands and Court actions (including legal costs on full indemnity basis) as a consequence of the work ordered by the Client.

4.5 Intellectual Property Rights: Client acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all materials revealed or furnished by Leo Paper to Client in association with the Work shall remain at all times vested in Leo Paper or its licensors. Client is permitted to use such materials only as expressly authorized by Leo Paper or its licensors. Any design or instruction furnished or given by Client shall not be such as will cause Leo Paper to infringe any intellectual property rights. Client shall indemnify and hold Leo Paper harmless from any losses, damages or expenses (including all legal costs) that may be incurred in any legal actions and any liabilities connected with intellectual property right infringement involving the Work produced for or provided to the Client.

4.6 Confidentiality: Both Leo Paper and the Client shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the Order.

4.7 Personal or Economic Rights: The Client also warrants that the Work does not contain anything that is libelous or scandalous, or anything that threatens anyone's rights to privacy or other personal or economic rights, or anything that infringes any statutory law. The Client will, at the Client's sole expense, promptly and thoroughly defend Leo Paper in all legal actions or proceedings.

4.8 Safety Testing: Client shall be fully responsible for the safety testing of the Work not previously agreed by the parties to be provided by Leo Paper as well as placing visible indication of appropriate age group and other relevant information on the Work. In no circumstances shall Leo Paper be liable for any losses caused to any third party resulted from Client's failure to perform such responsibilities.

4.9 Economic Loss: Notwithstanding anything contained in these terms and conditions or the order, in no circumstances shall Leo Paper be liable, in contract, tort, including negligence or breach of statutory duty, or otherwise howsoever, and whatever the cause thereof (i) for any loss of profit, business, contracts, revenues, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.

4.10 Limitation of Liability: Notwithstanding anything contained in these terms and conditions or the order, Leo Paper's liability to Client in respect of the order, in contract, tort, including negligence or breach of statutory duty, or howsoever otherwise arising, shall be limited to the price of the goods specified in the order.

4.11 Terms/Claims/Liens: Claims for defects, damages, or shortages must be made by the Client in writing not later than 30 calendar days from the date of the receipt of products by the Client. If no such claim is made, the Client is deemed to have acknowledged and accepted that the products have complied with all terms, conditions, and specifications set out by the Client. As security for payment, Leo Paper has a lien on all the Client’s properties in Leo Paper’s possession including all work-in-progress and undelivered Work until full payment for the Work and any accrued interest.

5. Acceptance of Goods

5.1 Press Proofs: Press proofs will not be furnished unless they have been required in writing in Leo Paper's quotation. A press sheet can be submitted for Client's approval only if Client is present at Leo Paper's factory to approve the draft proofs. Any press time lost or alterations/corrections made because of the Client's delay or change of mind will be charged at cost.

5.2 Disclaimer of Express Warranties: Leo Paper warrants that the Work is as described in the purchase order and pre-press proofs. All other warranties, conditions or terms are excluded to the fullest extent permitted by law.

5.3 Disclaimer of Implied Warranties: Leo Paper warrants only that Work will conform to the descriptions contained in the purchase order and specifications provided by Client. Leo Paper's maximum liability, whether by negligence, contract, agreement, or otherwise, will not exceed the price of the goods specified in the quotation or the order. Under no circumstances will Leo Paper be liable for specific, individual, or consequential damages. Leo Paper's liability for breach of such warranty is limited to, at its option, (i) repairing or replacing the defective articles at no cost to the Client; or (ii) crediting the Client for the total invoiced amount for the defective articles paid to Leo Paper.

6. Delivery of Goods

6.1 Delivery and Risk: All shipping arrangements and payment terms are stated on Leo Paper's quotation which is based on continuous and uninterrupted delivery of the complete order. Leo Paper reserves the right to make an additional charge to cover any increase in transportation costs occurring before the date of delivery. The Work is delivered to Client when Leo Paper makes it available to Client or any agent of Client or any carrier at shipping point, as specified on the quotation; and the risk in the Work shall pass to Client upon delivery. In the event that shipping information is incorrectly provided by Client, Leo Paper shall not be responsible for re-delivery and the costs incurred.

Unless otherwise stated in the quotation, prices quoted contain no charge for storage of finished articles, paper or other materials furnished by the Client. Materials stored for more than 30 days after completion of the Work or order are subject to Leo Paper's standard storage charges. Leo Paper is not liable for any loss or damage to the stored materials beyond what is recoverable by Leo Paper's fire and extended insurance coverage.

6.2 Transportation cost for clients' self-supplied accessories: Client is responsible for all costs of transportation of Client-supplied materials, accessories, tools and devices to Leo Paper's factory in Heshan, China. In case Leo Paper is required to undertake the transportation from Hong Kong Port or any other location to the Heshan factory, all costs and expenses so incurred will be reimbursed by Client.

7. Payment Collection

7.1 Late Payment: Client should strictly follow the payment terms as stipulated in the quotations irrespective of the shipping arrangements. Client hereby agrees that the failure to pay Leo Paper's invoice(s) on its/their due date(s) shall constitute a material breach of these terms and shall entitle Leo Paper as of right to immediately hold, or cease production/shipment of, the work in this order/contract or any other order(s). In that event, Client shall still be responsible for all costs of and expenses incurred on the finished goods, work-in-process and raw materials of all orders. Furthermore, Client will have to pay Leo Paper on demand upon such breach interest at the rate of 3% over and above the prime rate of HSBC for the time being on the amount(s) then due or outstanding on Client's general account.

7.2 Retention of Title: Ownership of goods shall not pass until the price and all other sums due from Client to Leo Paper have been paid. However, even though title has not been passed, Leo Paper shall be entitled to take legal action against Client for non-payment after the due date.

7.3 Royalty Fee: Client is required to give 7 days written notice to Leo Paper before assigning another printer to re-print the products which were originally manufactured by Leo Paper with the augmented reality technology under any purchase order and is agreeable to pay reasonable royalty fee for the continued use of augmented reality technology, upon the request of Leo Paper.

8. Others

8.1 Force Majeure: Leo Paper shall not be liable for any failure to perform any of its obligations under the order due to Force Majeure or Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, terrorist activities, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or other events outside the reasonable control of the party. Following notification by Leo Paper to the Client of such cause, Leo Paper shall be allowed a reasonable extension of time for the performance of its obligations.

8.2 Relationship of the Parties: Client's relationship with Leo Paper will be that of independent buyer and seller. Client will not have, and will not represent that it has, any power, right or authority to bind Leo Paper, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of Leo Paper or in Leo Paper's name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Client and Leo Paper as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties. Client will make no warranty, guarantee or representation, whether written or oral, on Leo Paper's behalf.

8.3 Effect of Agreement: These terms and conditions are subject to change at the sole discretion of Leo Paper without prior notice to the Client unless a binding contract has been entered into and will override any conflicting terms of any other agreements between the parties.

8.4 Applicable Law and Competent Court: This contract/document shall be governed by the laws of Hong Kong Special Administrative Region (HKSAR) and the Client consents to the non-exclusive jurisdiction of Hong Kong Courts on all matters regarding it EXCEPT (a) if the Client is situated within Continental Europe, the Courts of Antwerp (Belgium) in Continental Europe shall have exclusive competence and jurisdiction and (b) if the Client is situated outside Continental Europe, Leo Paper shall invoke the jurisdiction of the Courts of any other Country as Leo Paper at its sole discretion sees fit. In case of conflicts of law, the foreign Court will have to implement the laws of HKSAR.

*Remarks: Clause 2.7 above may not apply to our USA clients, as special arrangement will be made on our quotation.
Sales Terms & Conditions