Buyer Terms and Conditions
1.1 thebuyhive.com is a website operated by Buyhive Limited. These Buyer Terms will apply to provisions of our services or purchase of Products offered through our Website.
1.2 Buyhive Limited is a private company limited by shares incorporated in Hong Kong with Companies Registry number 2894173. Buyhive Limited operates under the brand and trading name “BuyHive”.
1.3 Defined terms and interpretation for these Buyer Terms are set out in paragraph 23.
2. Acceptance of these Buyer Terms
2.1 You represent and warrant that:
(a) you are authorised to use this Account;
(b) all information provided in respect of the Account continues to be true, correct and complete;
(c) you are an individual and you are 18 years old or older;
(d) you have the authority to enter into a legally binding contract with us:
(i) personally, if you are an individual holder of the Account; or
(ii) if the holder of the Account is a corporate body, then for and on behalf of the holder of the Account; and
(e) you are not barred under any applicable laws or contracts from entering into a legally binding contract with us.
2.2 We reserve the right to request written confirmation regarding your authority to agree to these Buyer Terms.
2.3 Clicking “I agree to the Buyer Terms” to place an Order constitutes:
(a) your representation and warranty that you have read these Buyer Terms carefully and in their entirety;
(b) your offer to engage our Services (and Supplemental Offerings if applicable) under these Buyer Terms exclusively to make your purchase under the Order;
(c) your undertaking to us to comply with and fulfil the Supplier Terms; and
(d) your undertaking to us to comply with and fulfil these Buyer Terms.
2.4 By agreeing to these Buyer Terms, you also agree and consent to:
2.5 We recommend you print a copy of the Supplier Terms and these Buyer Terms for future reference.
2.6 If you do not agree to both the Supplier Terms and these Buyer Terms, you will not be able to place an Order with us.
3. Appointment as buying agent
3.1 You hereby appoint us as your buying agent to perform the Services in respect of your Order(s).
3.2 We will:
(a) in all our dealing with Suppliers, describe ourselves as your “buying agent”;
(b) not hold ourselves out, or permit any person to hold out, as being authorised to bind you in any way or do any act which might reasonably create the impression that we are so authorised, except to the extent we have received your prior written authorisation to do so;
(c) have no authority to execute any agreements or undertakings in your name or on your behalf, except to the extent we have received your prior written authorisation to do so;
(d) have no authority to give any promises, warranties, guarantees or representations in your name or on your behalf, except to the extent we have received your prior written authorisation to do so; and
(e) perform our duties under these Buyer Terms only.
3.3 You will not, without our written consent, make offers or quotations to, negotiate with, or purchase Products from any Supplier directly. You will refer all such matters to us.
3.4 You will not be restricted or otherwise prohibited from:
(a) making offers or quotations to, negotiating with, or purchasing Products from third parties who are not Suppliers; and
(b) engaging another buying agent to:
(i) perform Services for you for products that are not available on our Website; or
(ii) perform Services for third parties who are not Suppliers.
4. Services and Supplemental Offerings
4.1 Upon and subject to the provisions of these Buyer Terms, and from time to time at your request, we will act as your agent to provide the following Services in respect of each Order placed by you:
(a) receive Orders through our Website;
(b) forward any Orders to the relevant Supplier, and assist to negotiate and finalise the Supplier Terms on your behalf;
(c) provide liaison assistance between you and the relevant Supplier to process and fulfil your Order until the corresponding Products are delivered to the logistics and fulfilment services provider appointed by you;
(d) keep you informed of the status of your Order;
(e) monitor the production and manufacture of an Order by a Supplier;
(f) to the extent that we are aware of the same, provide reasonable notification to you of changes in Supplier Terms or other non-compliance with the Orders;
(g) liaise with you and the Supplier to resolve any issue that arises from production of the Order;
(h) hold on trust monies received from you in respect of Contracts, and transfer payments for Orders on your behalf in accordance with the Supplier Terms and your authorisation to us under these Buyer Terms; and
(i) such other services as we may from time to time mutually agree in writing.
4.2 We offer Supplemental Offerings on our Website that are chargeable in addition to our Services and the Products. These Supplemental Offerings include:
(a) credit reports in respect of the Supplier and you;
(b) product inspection services at the premises of the Supplier in respect of the Order;
(c) logistics services in respect of the fulfilment of the Order;
(d) product testing services at the premises of the Supplier in respect of the Order;
(e) insurance in respect of the shipment and delivery of the Products subject to the Order;
(f) duty and tax calculator in respect of the Order; and
(g) such other additional offerings offered when placing an Order.
4.3 If you purchase a Supplemental Offering, we will act as your agent to procure the Supplemental Offerings. We will coordinate, communicate and liaise with the relevant third party to provide the Supplemental Offerings to you. We will not provide the Supplemental Offerings directly to you. Supplemental Offerings will be subject to the terms and conditions of the providers of those services.
4.4 We also offer Additional Services that are chargeable in addition to our Services and Supplemental Offerings. These Additional Services are:
(a) Freelancer Assisted Sourcing: We will provide a sourcing freelancer on a per man-day basis to provide a list of recommended suppliers according to your sourcing needs. The freelancer may source from BuyHive Suppliers or suppliers within their own network, or attend or arrange attendance at a sourcing tradeshow to gather supplier and product information; and
(b) Turnkey Sourcing: We will provide a sourcing team to manage a sourcing project from beginning to end. This includes supplier selection and qualification, production to quality control, customs clearance to shipment and delivery to you.
Additional Services will be subject to our additional terms and conditions in respect of those services.
5. Placing an Order
5.1 To place an Order through our Website, you must register an Account with us and follow the online purchasing process on our Website:
(a) once you have selected the Products (with relevant quantities and applicable INCO Terms) you wish to purchase and the corresponding Supplier Terms for them, click “My Cart” at the top right of the page;
(b) sign in to your Account;
(c) if you are satisfied with the contents of your shopping cart, click “Continue”;
(d) select any Supplemental Offerings if desired. Click “Continue”;
(e) fill in your contact information, Shipping Address and billing address.
(f) select your preferred method of payment and complete the payment detail information. If an Order is over US$200,000, please refer to paragraph 5.3;
(g) agree to the Supplier Terms and these Buyer Terms; and
(h) select “Place Order”.
5.2 Your Order constitutes an offer to purchase the Products under the Supplier Terms, and to appoint us as your buying agent in respect of that Order. After you have placed an Order, all Orders are subject to Supplier capacity and availability. If the Supplier has sufficient capacity and availability to fulfil your Order, we will send you an Order Confirmation which will constitute:
(a) our acknowledgment of receipt of your Order;
(b) our acceptance of agency appointment under these Buyer Terms; and
(c) confirmation by the Supplier of the Order under the Supplier Terms.
5.3 An Order may be cancelled within 24 hours of placing the Order. If we have received payment (including after we have sent an Order Confirmation), the payment for the Order will be fully refunded to you
5.4 Once we issue an Order Confirmation, we will charge your preferred method of payment for the Order. If the Order is over US$200,000 you must pay the Order amount in full cleared funds to the bank account of BuyHive stated in the Order Confirmation.
5.5 A Contract is formed only if we have issued an Order Confirmation to you (and only in respect of the Product(s) contained in the Order Confirmation), and we have received full payment from you for that Order.
5.6 If your Order consists of more than one type of Product, the Products may be delivered to you in separate deliveries at separate times.
5.7 We reserve the right to remove any Products or Suppliers from the Website at any time. We also reserve the right to edit or remove any material or content from the Website. We will not be liable to you or any third party for removing a Product from our Website or editing or removing any materials or content from our Website.
5.8 We reserve the right to refuse or reject an Order made by you at any time (including after we have sent an Order Confirmation). We will not be held liable to you or a third party for cancelling or refusing to accept an Order.
5.9 If we cancel your Order after we have received payment (including after we have sent an Order Confirmation), the payment for the Order will be fully refunded to you.
5.10 You may notify us of your intention to cancel or change your Order by emailing us at firstname.lastname@example.org.
5.11 After 24 hours from placing an Order, you may submit a request to cancel or change your Order. Any cancellation or change (including whether any refund or partial refund will be given) must be approved in writing by the Supplier. We will notify you as soon as practicable after receiving your notice whether and the terms on which your cancellation or change may be permitted.
5.12 We will not become the owners of Products delivered by Suppliers to you.
6. Price for Orders
6.1 Prices for Products quoted on our Website are in US Dollars and exclude all charges, delivery costs, tax, customs, levies or similar governmental charges.
6.2 Delivery costs will be charged in addition. The amount of the delivery costs will depend on the Supplier providing the Products in your Order.
6.3 All duties, charges, customs, taxes or other governmental charges and declarations for exporting and importing the Products to the Shipping Address will be subject to the terms and conditions of the Supplier.
6.4 We will use our best efforts to ensure that all details, descriptions and prices of Products that appear on our Website are accurate. However, there may be instances were errors may occur. If we discover that an error in price has occurred, we will inform you as soon as possible and provide you the option of reconfirming your Order at the correct price or cancelling your Order. If we are unable to contact you or if we do not receive a response from you, the Order will be treated as cancelled and you will receive a full refund. If you choose to reconfirm your Order, we will arrange to continue performing your Order and we will charge or refund any amounts as stated in our notification to you shortly after receiving your reconfirmation of your Order by the form of payment and payment method used to place the Order.
6.5 We are under no obligation to fulfil an Order if the price listed on the Website is incorrect (even after you have received an Order Confirmation).
6.6 Prices may change from time to time. However, such changes will not affect any Order for which an Order Confirmation has been sent.
7.1 You must pay us a Fee in respect of all Products for which you enter into a Contract with a Supplier. The Fee will be stated upon placing an Order.
7.2 Our fee for Supplemental Offerings and Additional Services will be charged in addition and will be notified to you when you select Supplemental Offerings and Additional Services.
7.3 Our Fee in respect of individual Products becomes due as soon as we receive the Gross Price for those Products from you. If the Contract provides for payment of the Gross Price by instalments, a proportionate part of the Fee becomes due to us as soon as payment of an instalment is received by us, that proportion being equivalent to the proportion the instalment bears to the total Gross Price.
7.4 We may deduct our Fee at any time from payments you make to us in respect of the Contract.
7.5 Our Fee will be paid in the same currency in which payment of the Gross Price under the Contract is made.
7.6 If any dispute arises as to the amount of Fees payable by you to us, the dispute will be referred to our auditors for determination and their determination will, except for manifest error, be final and binding on you. Our auditors will act as experts and not as arbitrators and their costs will be borne jointly by us in equal shares.
8.1 You may pay for an Order by using any Payment Intermediary listed on our Website. If your Order is over US$200,000, you must pay to the bank account stated in the Order Confirmation.
8.2 We may use Payment Intermediaries to process any payment between you and us. You consent that we may provide documents and information about you to the Payment Intermediaries.
8.3 We are not a regulated payment processor or a money service operator and are not responsible for any payment failures or issues caused by the Payment Intermediaries.
8.4 You are responsible for providing complete and accurate information in the payment process and any payments must be paid by your own funds. By clicking on “Place Order” you are confirming that:
(a) the credit card used to make the payment belongs to you; and
(b) you have sufficient funds or credit facilities to pay for the relevant Order.
8.5 We will not be liable or responsible for any unauthorised use by any third party of your credit, debit or prepaid cards, even if those cards were reported stolen. We may inform any competent authorities (including credit reference agencies) of any fraudulent payment or other unlawful activity.
8.6 You will not:
(a) make or attempt to make any chargebacks in respect of any payment you have made for Products; or
(b) reverse any payment you have made in respect of Products.
8.7 You will indemnify us fully, and keep us fully indemnified, in respect of any chargebacks or reversal of payments made by you, and any loss, cost, liability or expense incurred by us arising from or in connection with any such chargeback or reversal.
8.8 We will collect and hold as trustee in our Trust Account all monies received by us from you in respect of Products you purchase.
8.9 You authorise us to pay the prices for Products when due to the Seller under the Contract from your monies held by us in our Trust Account.
8.10 If the Contract is terminated and we continue to hold monies in respect of the Contract in our Trust Account, we will transfer those monies to you as soon as practicable after your demand for them, less deduction of any Fees or other amounts due to us.
8.11 If the Contract is terminated, then we shall not be responsible or liable for any monies we have remitted to the Supplier in respect of the Contract prior to the date on which we receive notice of its termination.
8.12 We will keep accounts and records containing accurate and sufficient details of all transactions conducted by us on your behalf.
8.13 You will be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any Products or services purchased or supplied under or in connection with these Buyer Terms.
9. Requesting Additional Services
9.1 To request an Additional Service through our Website, you must register an Account with us, fill out the applicable form available on our Website and accept these Buyer Terms.
9.2 No contract will be formed in respect of Additional Services unless we have mutually confirmed in writing the additional terms and conditions (including scope of services, fees and payment) for the Additional Services.
10.1 You represent and warrant to us that:
(a) by agreeing to these Buyer Terms, you are not in breach of any other contract;
(b) you have full power, authority and legal capacity to enter into and perform your obligations under these Buyer Terms;
(c) you have not given or offered to give to any of our employees or agents any gift or consideration of any kind as an inducement or reward for doing or omitting to do any act in relation to these Buyer Terms, or for showing or forbearing to show favour or disfavour to any person in relation to these Buyer Terms or any Contract contemplated under them; and
(d) all information and material you have provided to us is true, complete and accurate, and is not false, misleading or deceptive.
10.2 We do not provide any representations or warranties in respect of:
(a) the Products, and in particular their quality, images, safety, description or specifications, conformity with description, or fitness for purpose;
(b) fulfilment of any Order;
(b) the Suppliers on our Website; and
(c) third parties offering the Supplemental Offerings.
11.1 You undertake and covenant to us that:
(a) you will use the Services, Additional Services and Supplemental Offerings and purchase the Products in good faith;
(b) you will comply with all applicable laws and regulations (including laws related to anti-money laundering and counter-terrorism financing) in relation to the purchase of the Products and their delivery to you at the Shipping Address;
(c) you will act in good faith with the Supplier and promptly perform all obligations of the Contract in accordance with the terms of the Contracts;
(d) you shall obtain and maintain all approvals and licences necessary or desirable to permit the Products to be transported and delivered to you at the Shipping Address;
(e) you will promptly provide us with true, complete and accurate information and documents in respect of any request for information we make from you;
(f) you will promptly inform us all material matters related to the performance of the Contract;
(g) you will promptly give us clear, accurate and complete instructions in relation to the performance of the Services;
(h) you will promptly provide us copies, and such other evidence as we may require, of all documents you possess in relation to the Contract and our Services; and
(i) you will promptly provide us any information received by you which may be prejudicial to our business.
11.2 You must not, and you will procure that none of your representatives or person in your company group will, in any Capacity and whether directly or indirectly or solely or jointly with others, for the duration in which these Buyer Terms are effective and for a period of 6 months after termination or expiry of these Buyer Terms:
(a) solicit, seek out or initiate any approach to Restricted Suppliers, or any person under the Control of Restricted Suppliers, in respect of any Restricted Matter;
(b) contact, negotiate or otherwise engage with any Restricted Suppliers, or any person under the Control of any Restricted Suppliers, in respect of any Restricted Matter;
(c) enter into any agreement or arrangement (whether legally binding or otherwise) with any Restricted Suppliers, or any person under the Control of any Restricted Suppliers, in respect of any Restricted Matter; or
(d) employ or engage any third party to perform any acts referred to in Clause 11.2(a), (b) or (c),
unless the relevant act or conduct is under and in accordance with these Buyer Terms, or you have obtained our prior specific written approval.
11.3 If any breach of this Clause 11 occurs, damages alone may not compensate us fully and you acknowledge that injunctive relief may be reasonable and essential to safeguard our interests and that an injunction in addition to any other remedy may accordingly be obtained by us.
11.4 You fully understand the meaning and effect of the covenants given by you in these Buyer Terms and you have been given the opportunity to take separate and independent legal advice on these Buyer Terms.
11.5 Each of the restrictions in this Clause 11 is intended to be separate and severable. If any of the restrictions is held to be void but would be valid if part of their wording were deleted, the restriction shall apply with such deletion as may be necessary to make it valid or effective.
11.6 The restrictions in this Clause 11 will survive expiry or termination of these Buyer Terms.
12.1 You acknowledge that you or the Supplier are responsible, liable and at risk for the Products and the Contract.
12.2 Subject to paragraph 12.14, we disclaim all liability and responsibility to the maximum extent permitted by law, and we assume no responsibility, for losses to you or any other person arising from:
(a) a Supplier providing, delaying or failing to fulfil an Order;
(b) a third party offering, failing to offer, delaying or providing the Supplemental Offerings;
(c) our content, and in particular from the accuracy, completeness or current status of our content on our Website;
(d) the Products, and in particular their quality, images, safety, description or specifications, conformity with description, and fitness for purpose;
(e) reliance on information contained or functionality provided on, or through, these Buyer Terms or our Website;
(f) any use of the Products, including any use that may result in loss, damage or injury to any person; and
(g) any failure by us to perform, or delay in performing, any obligations, whether or not we give prior notice, if and to the extent that the failure or delay is caused by any Force Majeure Event.
12.3 We will not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with these Buyer Terms for any loss of profits, loss of business opportunity, loss of goodwill, loss of anticipated savings or benefits, or for any type of indirect, special or consequential loss, even if that loss or damage was reasonably foreseeable or the relevant party was aware of the possibility of that loss or damage arising.
12.4 Our liability arising directly or indirectly under these Buyer Terms (including your purchase of Products, Supplemental Services or Additional Services under these Buyer Terms), or that is not otherwise expressly excluded under these Buyer Terms, will be limited to and capped at the cost of goods sold of the order placed on thebuyhive.com website. The amount of this limitation of liability will be reduced by the amount of any unpaid amounts owed to us.
12.5 Any claim by either party for breach of contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with these Buyer Terms must be brought within one year of the act or omission alleged to have caused the loss or cost.
12.6 Except to the extent that claims cannot be excluded or restricted by law, no claims arising out of or in connection with these Buyer Terms may be brought by you personally against any of our employees, officers, consultants or other representatives involved in the performance of the relevant obligations.
12.7 All representations or warranties, whether contractual or non-contractual, and all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose) are excluded to the maximum extent permitted by law.
12.8 Only one claim may be brought against us (including our employees, officers or consultants) arising from one act or omission. One act or omission includes one series of related acts or omissions, the same act or omission in a series of related matters or similar acts or omissions in a series of related matters, and includes all claims arising from any one matter.
12.9 The limitations in this paragraph 12 apply to our aggregate liability to you (including any other third parties to whom we are held liable, with or without our consent) in relation to any one claim, and you and any such other persons may together recover from us only once in relation to the same loss.
12.10 Where a limitation of liability applies in whatever amount, the limitation applies to the entire performance of related services by us, and there will not be separate aggregate limits of liability applicable to you, any group company to which you belong, and all individuals nominated by a corporate user.
12.11 If we have joint and several liability to you with another party we will only be liable to pay you the proportion which is found to be fairly and reasonably due to our fault. We will not be liable to pay you the proportion which is due to the fault of another party for which such other party would otherwise be liable.
12.12 Any liability due from us to you will be reduced by the proportion for which another party would have been found to be liable if either:
(a) you had also brought proceedings or made a claim against that other party; or
(b) we had brought proceedings or made a claim against that other party under the Civil Liability (Contribution) Ordinance (Cap. 377) or similar law under any other relevant jurisdiction.
12.13 In considering whether other parties may be liable to you, no account is to be taken of any inability on your part to enforce remedies against another party by reason of causes of action against that party becoming time-barred, or the party’s lack of means or the party’s reliance on exclusions or limitations of liability or that the other party has ceased to exist.
12.14 The exclusions and limitations of liability in these Buyer Terms do not affect our liability:
(a) for death or personal injury arising from our negligence;
(b) for fraud or reckless disregard of professional obligations;
(c) for any other liabilities which cannot be excluded or limited in the jurisdiction to which any relevant claim is subject, including restrictions on our right to limit our liability in Hong Kong; and
(d) in any other case, to limit our liability to less than such minimum amount as may be required in the circumstances under any other law or regulation relevant to the claim, in which case such minimum amount will be deemed substituted for the amount that would otherwise apply.
12.15 These provisions are exhaustive of the remedies of monetary damages for you or any third party against us arising out of or in connection with these Buyer Terms.
13.1 You will on demand fully indemnify, and keep fully indemnified, the Indemnified Parties from and against all claims, costs and losses of any nature whatsoever that the Indemnified Parties may suffer or incur arising out of or in connection with:
(a) any material breach of the provisions of these Buyer Terms by you;
(b) any fraud, negligence, misconduct or reckless carelessness in or about your obligations under these Buyer Terms;
(c) your use of our Website;
(d) acting within the scope of our authority under these Buyer Terms by performing the Services or Additional Services; and
(e) offering or coordinating to provide the Supplemental Offerings.
13.2 We will be entitled to recover from you all out-of-pocket expenses we reasonably incur in connection with an indemnified claim, and all such expenses will be payable on demand.
14. Intellectual Property
14.1 We will not in any way use your Intellectual Property Rights without your specific written authority.
14.2 We will notify you if there comes to our notice any infringement or threatened infringement of any of your Intellectual Property Rights. We will (at your cost and expense) take all steps reasonably required to oppose such conduct and shall give all such assistance to you from time to time reasonably require for the purpose of any legal proceedings in this respect or any other action taken by you to restrain such conduct.
14.3 All rights in and title to our Intellectual Property Rights are vested in us, and you will not have any right in or title to any of our Intellectual Property Rights by engaging us as your agent under these Terms and Conditions.
15. Confidential Information
15.1 We will both, and will procure that all of our representatives will:
(a) keep all Confidential Information of the other party safe, secure and secret;
(b) make no use of Confidential Information of the other party except for the purposes of providing the Services, Additional Services or Supplemental Offerings;
(c) not disclose in any form to any third party any Confidential Information of the other party without the prior written consent of that other party, except as required by law; and
(d) limit dissemination of the Confidential Information of the other party to representatives who reasonably need to know such information to fulfil the purposes of providing the Services, Additional Services or Supplemental Offerings.
The obligations of this Clause 15.1 will survive the expiry or termination of this Agreement.
15.2 Prior to any disclosure of the Confidential Information to any representative, each of us will, and will procure that the relevant representative will:
(a) inform the representative of the confidential and proprietary nature of the Confidential Information and the limited purposes for which the Confidential Information may be used; and
(b) procure that the representative protects the confidentiality of all such Confidential Information in accordance with these Buyer Terms.
15.3 Each of us will procure that all Confidential Information of the other party will be returned to the other party promptly upon written request; or, if that is not practical under the circumstances, destroyed. This obligation will not apply to records that must be maintained to comply with applicable laws.
15.4 The obligations of non-disclosure and non-use in this Clause 15 will not apply to any Confidential Information that:
(a) was known to the party receiving it prior to being disclosed by the other party;
(b) was generally known to the public at the time of disclosure;
(c) became or becomes generally known to the public after disclosure by one party through no act of omission of the other party;
(d) was disclosed to the relevant party by a third party lawfully entitled to make such disclosure; or
(e) must be disclosed to comply with an order of a court or government authority of competent jurisdiction.
15.5 If we or you consider that it is required by law to disclose any Confidential Information to any person, the relevant party will notify the other party in writing not less than two business days prior to such disclosure and give the other party an opportunity to verify whether such disclosure is or is not required.
16. Force Majeure Event
16.1 If a Force Majeure Event lasts more than one week, we may terminate our obligations under these Buyer Terms by written notice and without any liability other than a refund of monies held in our Trust Account (less Fees due to us) in respect of Product that have not been delivered.
16.2 We reserve absolute discretion on the solution we adopt in fully meeting our obligations under these Buyer Terms if a Force Majeure Event occurs.
17.1 We may amend these Buyer Terms from time to time. We will give you prior notice of major changes that we believe may adversely affect you. We will inform you of any changes to these Buyer Terms. The Buyer Terms in force from time to time will apply to your use of our Website and any Products offered via our Website.
17.2 If you do not agree to any revised Buyer Terms, you must stop making Orders and we may not be able to provide Additional Services.
17.3 If you have given your express agreement and consent to these Buyer Terms, we will ask for your express agreement and consent to any revisions of these Buyer Terms before you place an Order after the revision comes into effect. If you do not give your express agreement and consent to the revised Buyer Terms within such period as we specify, we will disable, delete, suspend or cancel your Account on the Website, and you must stop using the Website or purchase our Products.
18. Your breach
18.1 Without prejudice to our other rights under these Buyer Terms, if you breach these Buyer Terms in any way, or if we reasonably suspect that you have breached these Buyer Terms in any way, we may:
(a) send you one or more formal warnings;
(b) temporarily suspend or permanently prohibit you from accessing our Website;
(c) cease to provide Services in respect of any Order or Contract;
(d) refuse to receive any payment from you;
(e) block computers using your IP address from accessing our Website;
(f) contact any or all your internet service providers and request that they block your access to our Website;
(g) suspend or delete your Account on our Website;
(h) cease providing Services, Additional Services or procure the provision of the Supplemental Offerings; or
(i) commence legal action against you, whether for breach of contract or otherwise.
18.2 If we suspend or prohibit or block your access to our Website or a part of our Website, you must not take any action to circumvent that suspension or prohibition or blocking (including creating or using a different Account).
19. Termination and suspension
19.1 You can stop using the Website at any time and you may delete your Account with us by sending an email at any time to email@example.com. Upon deletion of an Account, all specific account information will be deleted. However, domain names and a log-register attributable to each deleted Account will be kept for archival and administrative purposes. We may also use unidentifiable, aggregated information originating from deleted accounts in its general business operations.
19.2 We may suspend the provision of the Website or terminate your Account at any time, with or without cause, and with or without notice.
19.3 Without prejudice to paragraph 19.2, we may suspend or terminate your Account if you are in breach of these Buyer Terms, or if your use of the Website would cause or risk causing legal liabilities of any kind, or otherwise disrupt others use of the Website.
19.4 If we suspend or terminate your Account, we will try to notify you in advance. Nonetheless, we may, at our discretion, suspend or terminate your Account immediately without prior notice.
20. Effect of termination
20.1 Upon termination of these Buyer Terms, our appointment as your buying agent in accordance with these Buyer Terms will cease, and we will no longer be required to provide the Services (and Additional Services if applicable) or procure the provision of the Supplemental Offerings.
20.2 You shall not, in any circumstances whatsoever, have any claim against us for compensation for loss of rights, loss of goodwill or any other loss whatsoever on termination of your Account or these Buyer Terms for any cause whatsoever.
20.3 All documents and other records (in whatever form) containing your Confidential Information supplied to or acquired by us from you will be deleted from our records on termination of these Buyer Terms and will not be kept by us.
20.4 The termination of these Buyer Terms is without prejudice to any other rights which have already accrued to us and will not operate to affect such provisions of these Buyer Terms as in accordance with their terms are expressed to operate or to have effect thereafter. Paragraphs 11 (Covenants), 12 (Liability), 13 (Indemnity) and 15 (Confidential Information) will survive termination of these Buyer Terms.
21. General provisions
21.1 You may not assign any of your rights under these Buyer Terms. We may assign our rights, or appoint sub-contactors to perform our obligations, at our discretion.
21.2 The rights, powers and remedies provided in these Buyer Terms are (except as expressly provided) cumulative and not exclusive of any rights, powers and remedies provided by law, or otherwise.
21.3 If the validity or enforceability of any provision of these Buyer Terms is in any way limited by any applicable law, that provision will be valid and enforceable to the fullest extent permitted by such law. The invalidity or unenforceability of any such provision does not affect the validity or enforceability of any other provision.
21.4 The failure to exercise, or delay in exercising, a right, power or remedy provided by these Buyer Terms or by law does not constitute a waiver of that right, power or remedy. If we waive a breach of any provision of these Buyer Terms, this does not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.
21.5 The exercise of the parties’ rights under these Buyer Terms is not subject to the consent of any third party.
21.6 These Buyer Terms are for our benefit and your benefit, and are not intended to benefit or be enforceable by any third party.
22. Governing law
22.1 These Buyer Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by and construed in accordance with the laws of Hong Kong.
22.2 Any dispute, controversy, difference or claim (including non-contractual disputes or claims) arising out of or relating to these Buyer Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be Hong Kong law). The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
23.1 In these Buyer Terms:
“Account” means the account that you may create and use to register on our Website to submit an Order;
“Additional Services” means the additional services offered on our Website from time to time, the current additional services are listed in paragraph 4.4;
“Buyer Terms” means these terms and conditions;
“Capacity” means acting, whether directly or indirectly, as agent, consultant, owner, partner, shareholder or in any other capacity;
“Contract” means your Order for Products under the Supplier Terms which is accepted in accordance with paragraph 5.5;
“Control” means in respect of a person, the power of the person to exercise dominant influence over a company or other business entity by virtue of holding a majority of voting rights, having the right to appoint or remove a majority of the board of directors or governing body, or any other contract or arrangement;
“Confidential Information” means all proprietary information disclosed by either party in the course of performing these Buyer Terms, which is expressly marked as confidential or which may reasonably be considered as confidential from the circumstances of its disclosure;
“Fee” means our fees as set out in paragraph 7.1;
“Force Majeure Event” means any event or state of affairs causing or resulting in a failure or delay for us to perform any obligation under these Buyer Terms that is caused or results from a cause beyond our control, and includes war or threat of war; an act of God; natural or nuclear disaster; riot or civil commotion; pandemic; act of terrorism; malicious damage; fire or flood; compliance with a new law or order of a government authority or judicial authority; closure of airports or ports; or trade dispute unrelated to the party affected by the event or state of affairs causing cessation of slow-down of work;
“Gross Price” means in relation to any Products, the price actually charged by the Supplier without any deductions;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“INCO Terms” means the most recent edition of the International Commercial Terms published by the International Chamber of Commerce, presently being the 2020 edition;
“Indemnified Parties” means us, each of our associated companies, and their respective officers, employees, contractors and representatives.
“Intellectual Property Rights” means all intellectual property rights including patents, trademarks, design rights, copyrights, database rights, trade secrets and all rights of an equivalent nature;
“Order” means the order submitted by you to the Supplier through our Website to purchase a Product or Products;
“Order Confirmation” means our email to you, in which we acknowledge your Order has been accepted by the Supplier in accordance with paragraph 5.2;
“Payment Intermediary” means any third party payment processing service providers used by us and includes Stripe;
“Product” means a product offered on our Website;
“Representative” of a person includes its employees, officers, agents, consultants or subcontractors;
“Restricted Matter” means the supply of Products, Services, Supplemental Offerings or Additional Services;
“Restricted Supplier” means any Supplier that has supplied Products ordered by you through the Website, or any Supplier with whom or which you had material dealings at any time during the 12 months before the date of the act of conduct that constitutes or may constitute the Restricted Matter;
“Services” means the services provided by us listed in paragraph 4.1;
“Shipping Address” means the shipping address as stated in the relevant Order;
“Supplemental Offerings” means the additional offerings offered on our Website from time to time, the current additional offerings are listed in paragraph 4.2;
“Supplier” means a supplier offering Product(s) on our Website;
“Supplier Terms” means the terms and conditions of sale of the Supplier in respect of the Order;
“Trust Account” means the separate bank account with our bankers in our name, but designated as a trust account for the benefit of you and other buyers and principals;
“Website” means the website thebuyhive.com operated by BuyHive Limited;
“Website Terms” means the terms and conditions that apply to the use of our Website, available on this link: https://s.thebuyhive.com//buyer-terms;
“we”, “our” and “us” means BuyHive Limited; and
“you” or “your” means an Account holder who purchases Product or Supplemental Offerings through our Website or our client for Additional Services.
23.2 References to “paragraphs” are to paragraphs of these Buyer Terms.
23.3 Headings are for ease of reference only and shall not affect the interpretation or construction of these Buyer Terms.
23.4 Words imparting the singular shall include the plural and vice versa. Words imparting a gender will include every gender and references to persons shall include and individual, company, corporation, firm or partnership.
Please email firstname.lastname@example.org if you have any questions or concerns about these Buyer Terms, Website or Products.