Terms and Conditions of FOB Sale

1. Definitions

1.1. Seller means Bradshaw International Holdings Hong Kong Ltd, of Units A–C, 25/F, Seabright Plaza, 9–23 Shell Street, North Point, Hong Kong, trading through Bradshaw Direct.

1.2. Buyer means the retailer, importer, distributor, trade customer or other business purchasing Products from the Seller.

1.3. Bradshaw Direct means the trade platform or business division through which the Products are marketed. Bradshaw Direct is not a separate contracting entity.

1.4. Products means the furniture, components, accessories and other goods identified in the applicable Quotation, Pro Forma Invoice, Order Confirmation or Sales Agreement.

1.5. Order means an order accepted by the Seller in writing.

1.6. FOB means Free on Board under Incoterms® 2020, with delivery taking place at the named port of shipment specified in the applicable Order.

1.7. Manufacturing Defect means a verified fault in materials, workmanship or manufacture that existed before risk transferred to the Buyer. It does not include transit damage, incorrect handling, improper assembly, misuse, normal wear or reasonable material variation.

1.8. MOQ means the Minimum Order Quantity applicable to a Product.

2. Application of These Terms

2.1. These Terms apply to all quotations, Orders and sales of Products by the Seller unless otherwise agreed in writing.

2.2. Products are offered exclusively to retailers, importers, distributors and other approved trade buyers. The Seller does not sell to consumers under these Terms.

2.3. By submitting an Order, approving a Pro Forma Invoice, paying a deposit or instructing the Seller to commence production, the Buyer accepts these Terms.

2.4. Any terms contained in the Buyer’s purchase order or other documentation will not apply unless expressly accepted by the Seller in writing.

2.5. If documents relating to an Order are inconsistent, the following order of precedence applies:

1. Any Sales Agreement signed by both parties
2. The accepted Pro Forma Invoice or Order Confirmation
3. The approved product specifications and samples
4. These Terms and Conditions
5. The Buyer’s purchase order

3. Products, Factories and Minimum Order Quantities

3.1. Each Order must be sourced from a single factory. Products from different factories cannot be combined within the same Order or shipment unless expressly agreed by the Seller in writing.

3.2. Products from the selected factory may be combined within an Order, subject to the applicable MOQ for each Product.

3.3. Product availability, factory allocation and MOQs may change and must be confirmed when an Order is accepted.

3.4. The Seller may decline an Order, Product selection or requested quantity at its discretion before accepting the Order.

3.5. Depending on the total shipment volume, Orders will generally be planned for a 20-foot container or a 40-foot High Cube container.

3.6. Container capacities and load plans are estimates until final Product dimensions, carton measurements, quantities and factory packing arrangements have been confirmed.

4. Product Specifications and Customisation

4.1. Products will be manufactured substantially in accordance with the specifications, drawings, finishes, materials and approved samples identified in the applicable Order.

4.2. Products originally developed for the United Kingdom, Europe, the United States or other international markets may require changes to dimensions, mattress sizes, slat systems, construction, packaging or specifications before being supplied to another market.

4.3. Customisation requests are subject to:

• Factory approval
• Applicable MOQs
• Technical feasibility
• Revised pricing
• Sampling or development costs
• Extended production lead times

4.4. No customised Product will proceed to production until its specifications and pricing have been approved in writing.

4.5. Natural timber, veneer, stone, marble, leather, fabric and other materials may display reasonable variations in colour, grain, texture, pattern and appearance. These natural variations do not constitute Manufacturing Defects.

4.6. Reasonable commercial tolerances may apply to dimensions, colour, finish, construction and packaging unless exact tolerances are expressly agreed in writing.

5. Quotations and Pricing

5.1. Unless otherwise stated, all prices are quoted in United States dollars on an FOB basis.

5.2. An FOB price includes the Products and the Seller’s obligations through to delivery aboard the nominated vessel at the named port of shipment under Incoterms® 2020.

5.3. Unless expressly included in the quotation, prices do not include:

• International ocean freight
• Marine cargo insurance
• Import duties or taxes
• Customs clearance
• Destination port charges
• Storage, demurrage or detention
• Inland transport at the destination
• Installation or assembly
• Fire-retardant treatment, testing or certification
• Destination-market testing or compliance certification

5.4. Quotations remain valid for the period stated in the quotation. If no validity period is stated, the quotation may be withdrawn or amended by the Seller at any time before the Order is accepted.

5.5. Prices may be adjusted before Order acceptance to reflect changes in materials, labour, currency, specifications, duties, government charges or factory costs.

6. Orders

6.1. Orders must be submitted in writing and include Product codes, descriptions, finishes, quantities, specifications, delivery requirements and any other information reasonably required by the Seller.

6.2. An Order is not binding until the Seller issues a written Order Confirmation or Pro Forma Invoice and receives the required deposit in cleared funds.

6.3. The Buyer must carefully check all details before approving the Order. The Seller is not responsible for errors contained in specifications or instructions approved by the Buyer.

6.4. Changes requested after Order acceptance are subject to factory approval and may result in additional costs or production delays.

6.5. An Order cannot be cancelled after production has commenced without the Seller’s written agreement.

7. Payment

7.1. The Buyer must pay:

• A 30% deposit to confirm the Order and commence production; and
• The remaining 70% balance before shipment.

7.2. The Seller is not required to commence production until the deposit has been received in cleared funds.

7.3. Deposits become non-refundable once production, material purchasing, sampling or customisation work has commenced, except where otherwise agreed in writing.

7.4. The Seller is not required to release or ship Products until the full Order value and all other amounts payable have been received in cleared funds.

7.5. The Buyer is responsible for its own bank charges and any intermediary or receiving-bank charges associated with payment.

7.6. Payments must be made without deduction, withholding, set-off or counterclaim unless required by law.

7.7. If payment is overdue, the Seller may suspend production, withhold shipment, revise the proposed shipping date or cancel the Order. The Buyer will be responsible for resulting storage, handling and other reasonable costs.

8. Production and Lead Times

8.1. Production and shipment dates are estimates only unless expressly guaranteed in writing.

8.2. Lead times commence only after the Seller has received:

• The required deposit
• Final approved specifications
• Any required artwork or packaging information
• All other information needed to commence production

8.3. The Seller will use reasonable commercial efforts to meet estimated dates but is not responsible for delays caused by factories, material shortages, shipping schedules, port congestion, government action or circumstances outside its reasonable control.

9. FOB Delivery

9.1. Each Order must identify the agreed named port of shipment and use the following formulation:

FOB [named port of shipment], Incoterms® 2020

9.2. The Seller is responsible for preparing and packing the Products, transporting them to the named port, completing applicable export formalities and loading them aboard the Buyer’s nominated vessel.

9.3. The Buyer is responsible for:

• Nominating the vessel and carrier
• Booking and paying for ocean freight
• Providing shipping instructions within the required timeframe
• Marine cargo insurance
• Import customs clearance
• Duties, taxes and destination charges
• Delivery from the destination port

9.4. The Buyer must provide the vessel name, loading details, cut-off dates and other required shipping instructions sufficiently in advance.

9.5. If the Buyer fails to nominate a vessel or provide instructions on time, the Buyer will be responsible for resulting storage, handling, demurrage, detention, rebooking and other costs.

10. Risk, Insurance and Title

10.1. Risk of loss of or damage to the Products transfers to the Buyer in accordance with FOB Incoterms® 2020.

10.2. The Buyer is responsible for arranging appropriate marine cargo insurance from the point at which risk transfers.

10.3. Legal title to the Products passes to the Buyer at the later of:

• The Seller receiving payment in full in cleared funds; and
• Delivery of the Products in accordance with the agreed Incoterms® rule.

10.4. The transfer of risk and the transfer of title are separate. The Buyer may bear risk before acquiring title if the Seller has not received full payment.

11. Inspection

11.1. The Buyer may arrange a pre-shipment inspection at its own expense, subject to reasonable notice and factory approval.

11.2. The Seller may provide inspection reports, photographs, samples or other quality-control information where agreed.

11.3. Approval of a sample or inspection authorises production or shipment based on that approval.

11.4. A pre-shipment inspection does not make the Seller responsible for damage occurring after risk has transferred.

12. Shortages and Visible Damage

12.1. The Buyer must inspect the container, seal, cartons and Products as soon as reasonably practicable during and after unloading.

12.2. Any shortage, incorrect Product or externally visible damage must be reported in writing within seven days after unloading.

12.3. The claim must include, where applicable:

• Container and seal numbers
• Photographs of the sealed container
• Photographs taken during unloading
• Photographs of affected cartons and Products
• Product codes and quantities
• Carton and batch markings
• A description of the issue
• Freight or delivery documentation

12.4. Reporting visible damage does not constitute acceptance of liability by the Seller.

12.5. The Seller is not responsible for damage caused after risk transfers, including damage arising during ocean freight, unloading, storage, inland transport, delivery, handling, installation or assembly.

13. Manufacturing Defect Claims

13.1. A claim relating to an alleged Manufacturing Defect must be submitted:

• Within 30 days after the Buyer discovers, or reasonably should have discovered, the defect; and
• No later than six months after the Products arrive at the destination port.

13.2. The Buyer must provide sufficient evidence to demonstrate that the problem is attributable to manufacturing and was not caused after risk transferred.

13.3. Claims must include:

• The Product code
• Order and invoice details
• Quantity affected
• Clear photographs and, where appropriate, video
• Carton or batch information
• A description of the defect
• Assembly details, where relevant
• Any additional evidence reasonably requested by the Seller

13.4. Products and packaging relevant to a claim must be retained while the claim is assessed. Products must not be repaired, returned, destroyed or disposed of without the Seller’s written approval.

13.5. The Seller may request an independent inspection or further evidence before determining a claim.

14. Defect Rate and Remedies

14.1. The Defect Rate for a Product is calculated as follows:

Number of units of the Product with verified Manufacturing Defects ÷ total number of units of the same Product supplied under the relevant Order × 100.

14.2. The Defect Rate is calculated separately for each Product code supplied under the Order.

14.3. Where verified Manufacturing Defects exceed 3% of the affected Product supplied under the relevant Order, the Seller will review the claim and provide an appropriate commercial solution.

14.4. At the Seller’s option, a solution may include:

• Replacement components
• Replacement Products supplied free of charge with a subsequent Order
• Repair assistance
• A credit against a subsequent Order
• Another commercially reasonable solution agreed by the parties

14.5. Where the verified Defect Rate is 3% or less, the Seller may provide assistance at its discretion but is not automatically required to provide a credit or replacement.

14.6. A serious structural, safety or regulatory defect will be reviewed regardless of the applicable Defect Rate.

14.7. Unless otherwise required by applicable law, the Seller’s liability for an accepted claim will not exceed the invoiced value of the affected Products.

15. Exclusions

15.1. The Seller is not responsible for:

• Transit or freight damage after risk transfers
• Improper unloading, storage or handling
• Incorrect installation or assembly
• Failure to follow assembly or care instructions
• Misuse, neglect, modification or unauthorised repair
• Normal wear and tear
• Natural variations in materials or finishes
• Minor differences within reasonable commercial tolerances
• Damage caused by moisture, climate, mould or storage conditions after risk transfers
• Products used for a purpose for which they were not designed

16. Destination-Market Compliance

16.1. The Buyer is responsible for identifying the laws, standards, labelling requirements, fire-safety requirements and other regulations applicable in the destination market.

16.2. The Buyer must advise the Seller of all required standards and specifications before confirming the Order.

16.3. Fire-retardant treatment, testing and certification are not included unless expressly stated in the quotation.

16.4. Where requested, the Seller may review compliance, testing or certification requirements with the factory and provide separate pricing.

16.5. The Seller is not responsible for a Product’s failure to meet a destination-market requirement that was not disclosed to and expressly accepted by the Seller before Order confirmation.

17. Intellectual Property

17.1. All designs, drawings, photographs, Product information, specifications, branding and other intellectual property supplied by the Seller remain the property of the Seller or its licensors.

17.2. The Buyer must not copy, manufacture, reproduce, disclose or provide such material to another manufacturer or third party without the Seller’s written permission.

17.3. The Buyer may use approved Product images and information solely for marketing and selling Products purchased from the Seller.

18. Limitation of Liability

18.1. To the maximum extent permitted by law, the Seller is not liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, business, goodwill or anticipated savings.

18.2. The Seller is not liable for freight, storage, installation, removal, recall or customer-service costs unless expressly accepted in writing.

18.3. The Seller’s aggregate liability relating to an Order will not exceed the amount paid for the affected Products.

18.4. Nothing in these Terms excludes or limits a right or liability that cannot lawfully be excluded or limited.

19. Force Majeure

19.1. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including:

• Natural disasters
• Fire or flood
• War, civil unrest or terrorism
• Epidemics or pandemics
• Labour disputes
• Material or energy shortages
• Factory interruption
• Port closure or congestion
• Shipping disruption
• Government restrictions
• Export or import restrictions

19.2. The affected party must notify the other party as soon as reasonably practicable.

19.3. Performance will be suspended for the duration of the event. If the event continues for more than 90 days, either party may terminate the affected Order by written notice, subject to payment for Products already manufactured, materials purchased and costs incurred.

20. Suspension and Termination

20.1. The Seller may suspend or terminate an Order if the Buyer:

• Fails to make a payment when due
• Becomes insolvent
• Breaches these Terms
• Fails to provide necessary approvals or shipping instructions
• Engages in unlawful or sanctioned trade activity

20.2. Termination does not affect rights or obligations arising before termination.

20.3. Amounts owed for completed Products, work performed, materials purchased and costs incurred remain payable.

21. Governing Law and Dispute Resolution

21.1. These Terms and each Order are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

21.2. The parties must first attempt to resolve any dispute through good-faith negotiation.

21.3. If a dispute has not been resolved within 30 days after written notice of the dispute, either party may commence legal proceedings.

21.4. The parties submit to the exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region.

21.5. Unless expressly agreed otherwise in writing, the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or any Order.

22. General Provisions

22.1. A failure or delay in exercising a right does not waive that right.

22.2. If any provision is invalid or unenforceable, the remaining provisions continue to apply.

22.3. The Buyer may not assign an Order without the Seller’s written approval.

22.4. The Seller may use factories, agents, contractors and service providers to fulfil its obligations.

22.5. Amendments to an accepted Order must be agreed in writing.

22.6. Electronic signatures, email approvals and electronically issued documents may be relied upon as originals.

23. Notices and Enquiries

Notices and sales enquiries may be sent to:

ausales@bradshaw-group.com

A notice is considered received when acknowledged by the receiving party or otherwise demonstrated to have been successfully delivered.

24. Acceptance

By submitting an Order, approving a Pro Forma Invoice, paying a deposit or instructing the Seller to commence production, the Buyer confirms that it has read, understood and accepted these Terms and Conditions.