• ‘Buyer’ means the company, firm, body, or person purchasing the Goods.

• ‘Goods’ means the subject matter of the contract, including (but not limited to) ZOI lighting products, fixtures, and equipment (however powered), whether one or multiple items, identical or distinct.

• ‘Order’ means a purchase order for the Goods issued by the Buyer to ZOI on the Buyer’s official purchase order form, together with all documents referenced therein.

• ‘ZOI’ means Zone of Interest, a brand committed to innovative lighting solutions, with its principal office located at Hong Kong, or any subsidiary or associated entity through which the Goods are supplied.

1. GENERAL

1.1. ZOI’s quotations are not binding and a contract (the ‘Contract’) will only be formed upon ZOI’s issuance of a confirmation/acknowledgement of order form, signifying acceptance of the Order, and the Buyer’s signed specification and payment forms, or upon delivery of the ordered Goods. These conditions shall be incorporated into the Contract.

1.2. ZOI is under no obligation to process the Contract, and the lead time for collection shall not commence until ZOI receives a signed specification and payment form from the Buyer along with the Order.

1.3. These conditions shall govern all Contracts between the parties. All terms of the Contract are contained or referenced herein. Unless otherwise agreed in writing, these conditions apply to each Order by the Buyer. In case of any inconsistency (including the Order, confirmation, specification, or other documents), these conditions shall prevail. No variation shall apply unless expressly accepted in writing by ZOI.

1.4. Where Goods are supplied from stock, such supply is subject to availability at the date of delivery.

1.5. Quotations from ZOI remain valid for 30 days from the date of issue, unless a different period is specified or accepted, or the quotation is withdrawn by ZOI.

1.6. The Buyer must ensure that the terms of its Order (including quantity, quality, delivery details, and any services required) are complete and accurate.

1.7. All drawings, descriptive matter, specifications, and imagery issued by ZOI, as well as descriptions or illustrations in ZOI’s catalogues or brochures, are provided for an approximate idea of the Goods and do not form part of the Contract.

1.8. ZOI’s employees or agents are not authorized to make representations about the Goods unless confirmed in writing by ZOI. The Buyer acknowledges that it does not rely on unconfirmed representations when entering the Contract.

2. PRICES

2.1. Prices are ex-works Hong Kong and exclude VAT and delivery charges. Commissioning and additional cabling costs, if not quoted, are excluded.

2.2. The price for the Goods shall be as per the quotation provided by ZOI, valid for 30 days. After this period, the prevailing price from the current price list at the date of Order acceptance applies. If no quotation is provided, the list price current at acceptance applies.

2.3. The Contract price is based on ZOI’s costs (components, energy, transport, labor, etc.) at the date of Order acceptance. If costs increase by the despatch date, ZOI may adjust the price accordingly.

2.4. Any price variation under conditions 2.2 and 2.3 is binding on both parties, with no option for cancellation.

2.5. VAT and any other taxes or duties related to the manufacture, transport, export, import, sale, or delivery of the Goods shall be added to the price.

2.6. All Goods are sold ‘ex works,’ with ZOI making them available at its premises. Risk passes to the Buyer upon collection. The Buyer is responsible for collection, loading, and transport. If ZOI arranges carriage at the Buyer’s request, costs are for the Buyer’s account, with risk still passing at collection. The Buyer must ensure adequate insurance from that point.

2.7. Quotations in currencies other than the agreed base currency are based on the exchange rate at the time of quoting and may be revised if the rate changes at invoicing, unless otherwise stated.

2.8. Any variation or modification in design, materials, or drawings requested by the Buyer post-Order acknowledgment shall be at the Buyer’s expense.

2.9. No Contract may be cancelled by the Buyer except with ZOI’s written agreement, subject to full indemnification for all losses, costs, damages, and expenses incurred by ZOI.

3. TERMS OF PAYMENT

3.1. Prices are net and in the agreed currency unless otherwise stated. Subject to credit approval, payment is due within 30 days of the invoice date, without deduction or set-off. For spread deliveries, each consignment is invoiced upon despatch, treated as a separate account.

3.2. Failure to pay any invoice on time entitles ZOI to suspend further deliveries or work on any Order, with interest charged on overdue amounts per the Late Payment of Commercial Debts (Interest) Act 1998. ZOI may also suspend delivery if the Buyer’s financial position is in doubt until payment or security is provided.

3.3. For Goods delivered outside the agreed region, payment must be made against delivery of Goods or shipping documents (FOB agreed port) unless ZOI-approved credit arrangements exist.

4. TITLE TO GOODS

4.1. Title to the Goods remains with ZOI until full payment is received for:

• Those Goods;

• Any other Goods supplied by ZOI;

• Any other monies owed by the Buyer to ZOI.

4.2. Until title passes, the Buyer shall:

• Keep the Goods separately and identifiable as ZOI’s property;

• Not attach the Goods to real property without ZOI’s consent.

4.3. Any resale by the Buyer before title passes shall be as ZOI’s agent.

4.4. Goods are deemed sold or used in the order delivered.

4.5. Before title passes, ZOI may retake possession of the Goods, enter premises for that purpose, or require their return, without prejudice to other rights.

4.6. ZOI may allocate payments from the Buyer as it deems fit, regardless of the Buyer’s appropriation.

4.7. Each clause in this section is severable; if any is unenforceable, others remain in effect.

5. WARRANTY; LIMIT OF RESPONSIBILITY

5.1. ZOI warrants that, within one year of despatch or six months of sale by a distributor (the ‘Warranty Period’), it will (at its discretion) repair, replace, or refund the purchase price of any Goods accepted as defective or non-compliant, unless amended in writing.

5.2. This warranty is valid only after registration on ZOI’s website.

5.3. The warranty does not apply if defects arise from:

• Buyer-supplied designs or specifications;

• Wear and tear, damage, negligence, misuse, alterations, or abnormal conditions without ZOI’s written approval.

5.4. Warranty claims require the Buyer to cover return costs unless ZOI confirms faultiness and refunds the return expense. ZOI is not liable for Goods removal from the Buyer’s premises.

5.5. ZOI’s liability cannot be limited or excluded for:

• Death or injury from negligence;

• Fraud or misrepresentation;

• Defective products under applicable laws;

• Consumer statutory rights;

• Any unlawful exclusion.

5.6. Subject to 5.9, ZOI’s liability is excluded for:

• Loss of profits, goodwill, or economic losses;

• Special, punitive, or consequential damages;

• Business interruption or similar losses.

• Total liability shall not exceed 125% of the Goods’ price.

5.7. A claim on any defect does not entitle the Buyer to cancel or refuse other Orders or deliveries.

5.8. ZOI’s technical advice or services do not affect this warranty, preserving the Buyer’s statutory rights.

5.9. The warranty applies to the Buyer, not subsequent purchasers or users.

5.10. No other warranties, express or implied, including fitness for purpose, are provided.

5.11. The Buyer is advised to insure against losses not covered by this warranty.

6. DELIVERY AND COMPLETION DATES

6.1. Delivery dates are approximate, and time is not of the essence unless stated. ZOI is not liable for delivery delays.

6.2. No delay entitles the Buyer to reject delivery, repudiate the Contract, or cancel other Orders.

6.3. For instalment deliveries, late delivery of one instalment does not justify treating the Contract as terminated or rejecting other instalments.

6.4. Each instalment is a separate consignment; failure to deliver one does not affect the rest of the Contract.

7. DAMAGE, SHORTAGE OR LOSS IN TRANSIT

7.1. Risk passes to the Buyer upon collection. ZOI is not liable for transit damage or loss; claims must be made with the carrier.

7.2. For deliveries outside ZOI’s premises, risk passes at collection.

7.3. The Buyer must ensure adequate insurance from the point of collection.

8. DELAYED DELIVERY

If the Buyer cannot accept delivery, ZOI may store the Goods at the Buyer’s risk, with the Buyer liable for storage costs, without prejudice to other rights.

9. TERMINATION

ZOI may terminate the Contract immediately if the Buyer enters bankruptcy, liquidation, or similar proceedings, or breaches the Contract, with rights to stop Goods in transit and suspend deliveries.

10. TOLERANCES AND TESTS

10.1. Quantities and sizes are approximate; reasonable excesses or deficiencies are acceptable, with no right to reject or replace.

10.2. Tests or inspections requested by the Buyer are charged extra, conducted under ZOI’s standard arrangements, and are final, subject to tolerances.

10.3. All data sheets allow a +/- 10% tolerance.

11. INDEMNITY

The Buyer shall indemnify ZOI against losses, damages, or expenses caused by:

• Buyer-supplied designs or specifications;

• Defective materials provided by the Buyer;

• Improper use or handling of the Goods by the Buyer.

12. NON-STANDARD ORDERS

For non-standard Goods, ZOI will endeavor to fulfill the Order but may cancel if impractical, with the Buyer liable only for delivered portions.

13. PACKING

13.1. Packing materials are charged extra; returnable items are credited if returned within one month in good condition. Non-returnable packing must be disposed of per environmental regulations.

13.2. ZOI ensures packing suitability but accepts no claims for transit damage due to alleged unsuitability.

14. ASSIGNMENT AND SUBCONTRACTING

14.1. The Buyer may not assign rights or obligations without ZOI’s written consent.

14.2. ZOI may assign or subcontract without notice or consent.

15. HEALTH AND SAFETY

The Buyer shall follow ZOI’s safety information to ensure the Goods are safe during use, cleaning, or disposal, deemed to have examined them pre-delivery.

16. NOTICES

16.1. Notices must be in writing, delivered, posted, faxed, or emailed.

16.2. Notices are deemed served: upon delivery, 48 hours after posting, at transmission time for fax, or upon email receipt.

17. INVALIDITY

If any provision is invalid, the remainder remains in effect.

18. THIRD PARTY RIGHTS

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these conditions.

19. LAW AND JURISDICTION

The Contract is governed by Hong Kong law, with disputes subject to the non-exclusive jurisdiction of Hong Kong courts.

20. FITNESS FOR PURPOSE

20.1. Goods are not sold as fit for a particular purpose unless ZOI confirms suitability in writing.

20.2. The Buyer is solely responsible for ensuring suitability for intended use and conditions.

20.3. Custom or OEM parts require Buyer testing and approval before acceptance.

20.4. Third-party testing costs, if requested, are borne by the Buyer.

21. FORCE MAJEURE

ZOI is not liable for non-delivery or delays due to unforeseen events (e.g., natural disasters, strikes). The Contract may be extended or cancelled without liability if delays exceed six months.

22. GENERAL – ADDITIONAL

22.1. Invalid provisions do not affect the remainder.

22.2. Statutory consumer rights are preserved; other implied terms are excluded where permitted.

22.3. Cancellations or returns (except for faulty Goods) are not accepted; discrepancies must be reported within 48 hours. The Buyer is responsible for ensuring compliance with specifications.

22.4. ZOI’s leniency does not waive its rights.

22.5. ZOI retains copyright in all technical documents, which the Buyer may not use or disclose without consent.

22.6. Repaired or replaced Goods are delivered at ZOI’s premises.

22.7. Partial liability does not affect the rest of the Contract.

22.8. Payment deadlines are of the essence.

Last Updated: July 2025