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Terms and Conditions

Terms and Conditions of Contract

This site is owned and operated by SWOT ecig Co., Ltd. and provides its services to you subject to the following conditions. If you visit, you affirmatively accept the following conditions. Continued use of the site constitutes the affirmative agreement to these terms and conditions. Please read them carefully

1. Definitions

In this Contract, including these Terms and Conditions of Contract, the following words will have the following meanings:

"Client" shall mean the company/person accepting this quotation.
"Parties" shall mean SWOT ecig Co. Ltd.© and the Client.
"Contract" shall mean any contract or order issued by the Client.
"Proposal" shall mean the technical proposal for a programme of worK ("Work") as detailed specifically and in any supporting documents referred to therein.
"Price" shall mean the amount specified in the Proposal or such other amount agreed by the Parties.
"Deliverable(s)" shall mean those deliverables as specified in the Proposal.
"Intellectual Property Rights"(IPR) shall mean patents, applications for patents and patentable know-how, trade marks or trading names (whether or not registered or registrable), designs (registered or registrable and including applications for registered designs), copyright (including rights in computer software and any sui generis rights), rights in inventions, right to claim damages for past infringements of the same and all rights having equivalent or similar effect wherever situated.
"Background IP" shall mean all technical know-how and information known to either of the Parties, together with all IPR owned by, or licensed to the Parties at the start date of the Work which is not Foreground IP.
"Foreground IP" shall mean all information, know-how, results, designs, inventions and other matter capable of being the subject of IPR which is conceived, first reduced to practice or writing or developed by SWOT ecig Ltd during the Work and in whole or in substantial part for the generation of the Deliverables.

2. Incorporation

The Terms and Conditions of Contract shall together with the Proposal constitute the terms of the Contract between SWOT ecig Co. Ltd.© and the Client together with any amendments or variations agreed in writing between the Parties. No variation or amendments to these Terms and Conditions of Contract shall be valid unless agreed to in writing by the Parties.

3. Validity

Any order or proposal raised is valid for one month from date of issue and no Contract received by SWOT ecig Co. Ltd.© will be considered binding unless explicitly accepted.

4. Payment

The Client shall supply free of charge all pertinent data and information and give such assistance as shall be required by SWOT ecig Co. Ltd.© for the carrying out of the Work. On completion of the Work, the SWOT ecig Co. Ltd.© shall submit an invoice for the Work, upon which the Client will pay the full Price for the Work as set out in the Proposal. Where the Work is delayed through no fault of SWOT ecig Co. Ltd.© for more than three months then SWOT ecig Co. Ltd.© shall be entitled to submit an invoice for all work done up to that date and such invoice shall be payable within 30 days of receipt. The Price shall be exclusive of all duties and taxes, VAT and any export and/or import duties, all of which shall be paid by the Client. Any changes in duties and taxes due to changes in legislation, statute or local regulations will be the responsibility of the Client. SWOT ecig Co. Ltd.©  will make all reasonable efforts to achieve the objectives of the Work within the Price, but, as the Client acknowledges, due to the nature of the work being carried out, it is not always possible to accurately anticipate the results, the level of activity or the resource required. SWOT ecig Co. Ltd.© will keep the Client informed on progress but reserves the right to stop when the value of the Work exceeds the Price. 


6. Delivery

Any time or date specified for delivery is an estimate only and is not guaranteed, and any delays in delivery shall not entitle the Client to terminate the Contract.
SWOT ecig Co. Ltd.© may suspend the performance of the Contract in the case of non-payment of any payments due. Delivery of goods is ex SWOT ecig Co. Ltd.© premises, but at the request and expense of the Client SWOT ecig Co. Ltd.© will arrange for carriage of any goods, and insurance thereof, during transit. Any goods stored by SWOT ecig Co. Ltd.© will be at the Client's risk and may be subject to a storage charge. Work on any Contract may be wholly or partly suspended and the time of such suspension added to the original Contract in the event of any stoppage, delay or interruption of the Work beyond the control of SWOT ecig Co. Ltd.©.

7. Warranties, Liabilities and Indemnities:

SWOT ecig Co. Ltd.© will be responsible for ensuring the Deliverables meet the specifications included in the Proposal and will carry out the Work with the due care and skill commensurate with Work of this nature and quality standards set out in the Proposal but SWOT ecig Co. Ltd.©  does not warrant that the Deliverables are fit for any particular purpose and shall not be liable for any loss or damage caused by failure in the performance of the Deliverables. In no circumstances shall SWOT ecig Co. Ltd.©  be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any increase in costs or expenses, (ii) for any loss of profit, business, contracts, revenues or anticipated savings, or (iii) for any special, indirect or consequential damage of any nature whatsoever, or for the Client's use of, or inability to use, the Deliverables resulting from the performance of any Contract. The Client will indemnify SWOT ecig Co. Ltd.©  against all damages, penalties, costs and expenses to which Apogee may become liable as a result of work done in accordance with the Client's instructions which involves the infringement of any IPR, or any claim for such infringement. So far as SWOT ecig Co. Ltd.©  is aware, no work produced by them will infringe any IPR but no warranty, expressed or implied, is given against the existence of such. The Client agrees to indemnify, keep indemnified and hold harmless SWOT ecig Co. Ltd.©  from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which SWOT ecig Co. Ltd.©  incurs or suffers as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance by the Client of the terms of the Contract.

8.  Confidentiality

Any drawings, models, samples, or other matter submitted by SWOT ecig Co. Ltd.© to the Client with the Proposal are confidential and must not be copied or transmitted to any third party or used for any purpose other than carrying out the Work. The drawings, models, samples and other matter and any copies thereof shall remain the property of SWOT ecig Co. Ltd.©  and the Client must return promptly the same together with any tangible copies (including any electronic or digital copies) to SWOT ecig Co. Ltd.©  upon SWOT ecig Co. Ltd.© written request. Any information relating to the Client’s operations shall be regarded as confidential and will not, without the prior written consent of the Client, be used (except in connection with the Work) communicated or disclosed by SWOT ecig Co. Ltd.©, its employees, subcontractors or consultants. This restriction does not apply to information which: is or at the time of communication or disclosure was already in the public domain when it was provided by the Client; subsequently enters the public domain through no fault of SWOT ecig Co. Ltd.©; is received from a third party who has the right to provide it to the receiving party without imposing obligations of confidentiality; or is required to be disclosed by law, by an order of any court of competent jurisdiction or governmental authority. Details of and Foreground IP in the Deliverables will not be used, communicated, disclosed or published by SWOT ecig Co. Ltd.© except by mutual consent of the Parties.

9. Termination
9.1. Either Party shall have the right to terminate this Agreement by written notice immediately if (a) the other Party commits any material breach of this Agreement, which has not been remedied within 30 days of notice thereof; or (b) the other Party enters into liquidation, whether compulsory or voluntary, or has a receiver appointed as to all or any substantial part of its assets, or takes or suffers any similar action in consequence of debt.
9.2. In the case of termination by SWOT ecig Co. Ltd.© for a Customer breach, the Customer agrees to pay all outstanding Service Charges due under this agreement together with any and all unavoidable third-party charges incurred and reasonable administration charges levied by SWOT ecig Co. Ltd.©  as a result of the Termination of this Agreement immediately upon receipt of a final invoice from SWOT ecig Co. Ltd.©.
9.3. In the case of termination by SWOT ecig Co. Ltd.© for a Customer breach, the Customer agrees to pay all outstanding Service Charges due under this Agreement together with any and all unavoidable third-party charges incurred and reasonable administration charges levied by SWOT ecig Co. Ltd.©  as a result of the Termination of this Agreement immediately upon receipt of a final invoice from SWOT ecig Co. Ltd.©.
9.4. If the Customer wishes to terminate this agreement for any other reason after the Minimum Term, SWOT ecig Co. Ltd.©  can only accept the request by completing the SWOT ecig Co. Ltd.©. To process the termination of the satellite service, SWOT ecig Co. Ltd.© requires a minimum of 30 days notice from the point of receipt of a correctly completed termination Request form. The Customer agrees to pay immediately, upon receipt of a final invoice from SWOT ecig Co. Ltd.©, the outstanding Service Charges due under this agreement being the remainder of the initial contracted period or one Service Charge period whichever is greater.

9.5. Where the Customer is contracted with SWOT ecig Co. Ltd.©  for the delivery of a Support and Maintenance Service Only and is in breach, the Customer agrees to pay all charges due for the remainder of the contracted maintenance period together with any unavoidable third-party charges incurred and reasonable administration charges levied by SWOT ecig Co. Ltd.©  as a result of this Agreement immediately upon receipt of a final invoice from SWOT ecig Co. Ltd.©.

9.B. Assignment.

Neither Party may assign any of its rights or obligations hereunder, whether voluntarily or by operation of law, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. SWOT ecig Co. Ltd.© may, at its sole option, assign its rights and obligations hereunder upon thirty (30) days written notice to the Customer, and such assignment shall be binding on the Customer. An acquisition or change of control of SWOT ecig Co. Ltd.© or its successors shall not be considered an assignment by SWOT ecig Co. Ltd.©.

9.C. Force Majeure Events.

Neither Party shall be liable for any failure to perform any of its obligations hereunder (other than the payment of money) which results from an act of God, the elements, fire, flood, component shortages, insurrection, industrial dispute, accident, war, embargoes, legal restrictions or any other cause beyond the reasonable control of the Party. 


9.D. Confidential Information.
Both Parties agree and undertakes that it shall not disclose any Confidential Information to any person or entity other than to such of its employees, agents and professional advisers ("Permitted Disclosees") who need to know the same (and to the extent only that they need to know it) in the performance of this Agreement, provided that the receiving Party shall be bound to maintain confidentiality in respect of such Confidential Information to no lesser extent than if the Permitted Disclosees were the receiving Party for the purposes of this Clause. "Confidential Information" means all documentation, materials, software data and other information relating to the business, customers, contacts, finances and other affairs of either Party. No obligation of confidentiality under this Clause shall apply to Confidential Information where and to the extent that the receiving Party can show that (i) it was already in possession of or independently developed such information without any access to the Confidential Information and without any obligation of confidentiality owed to any person or entity; (ii) the information is in or enters the public domain other than as a result of breach of this Clause; or (iii) it is required to be disclosed by law in which case this Clause shall be waived only to the extent & for the period that the receiving Party so required to disclose it.

9.E. Miscellaneous.

If any provision of this Agreement is held by a court or other authority to be invalid, illegal, or unenforceable, such provision shall (to the extent possible) be removed from this Agreement and the remainder thereof shall nevertheless remain legal, valid, and enforceable. Nothing in this Agreement and no action taken by either of the parties to this Agreement shall constitute or be deemed to constitute between such parties a partnership, association or joint venture. Definitions and terms in the singular shall be accepted in the plural and vice versa. Unless otherwise stated in this Agreement, no term or condition of the Agreement shall be modified except by written agreement by duly authorized representatives of the Parties. Failure by either Party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any subsequent right. This Agreement expresses the entire understanding of the parties hereto relating to the subject matter thereof and replaces any and all former agreements, understandings, solicitations, offers, representations and statements whatsoever relating to such subject matter. The headings to the Conditions of this Agreement are for ease of reference only and will not affect the interpretation or construction of this Agreement. For the avoidance of doubt, nothing in this Agreement shall confer on any third party any benefit or the right to enforce any term of this Agreement.

10.  Use of Information

The Client shall not, without the written permission of SWOT ecig Co. Ltd.©, use or reproduce SWOT ecig Co. Ltd.© 's reports and correspondence in full or in part in any advertising copy, sales or promotion literature, or for any other publicity purpose, and shall not mention or imply the name of SWOT ecig Co. Ltd.©. Furthermore, the Client shall not, without the written permission of SWOT ecig Co. Ltd.©, use any information from Apogee as evidence in disputes, litigation or other legal action.

11. Saving of Rights

The failure of SWOT ecig Co. Ltd.© at any time to enforce any of these terms and conditions or to exercise any right hereunder shall not constitute a waiver of the same nor shall it affect SWOT ecig Co. Ltd.©’s right thereafter to enforce the same. If any provision of these terms and conditions proves to be illegal or unenforceable the remaining provisions shall continue in full force and effect.

12. Disputes

The Parties shall use their best efforts to negotiate in good faith and settle amicably any dispute that may arise out of or relate to the Contract or a breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations by appropriate representatives, the Parties may agree to refer the dispute to a single arbitrator.

13. Force Majeure

SWOT ecig Co. Ltd.©  will not be liable to the Client for any failure or delay or for the consequences of any failure or delay in performance of the Contract, if it is due to any event beyond the reasonable control and contemplation of SWOT ecig Co. Ltd.©, including, without limitation, acts of God, war, industrial disputes, protests, fire, tempest, explosion, an act of terrorism and national emergencies, and in such circumstances Apogee will be entitled to a reasonable extension of time for completing the Work.

14. Governing Law
This agreement shall be governed by the law of Chinese and the Parties agree to submit to the exclusive jurisdiction of the Chinese courts, save where the Parties to resolve any dispute by arbitration, mediation or other similar means.
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