[PROC-P005E-V01]
FORTUNE PHARMACAL COMPANY LIMITED
Terms and Conditions of Purchase Order
APPROVED BY: SENIOR MANAGEMENT BOARD
ISSUED BY: PROCUREMENT DEPARTMENT
APPLICABLE TO: ALL VENDOR
DOCUMENT NO:
PROC-P005E-V01
EFFECTIVE DATE:
01/07/2024
1. Definitions
"Agreement" means these terms and conditions together with the Separate Contract (if any) and Purchase Order (if any).
"Fortune" means Fortune Pharmacal Company Limited, FP Healthcare Limited and/or Fortune Marketing Limited.
"Goods" (if applicable) means any work, labour, articles, goods, or other materials the Supplier is to supply to Fortune of any tangible or intangible nature, including (if applicable) any articles, goods or materials the supply of which is incidental to the provision of any Services, as described in the Agreement.
"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China
"Party" (singular) means either "Fortune" or the "Supplier" and "Parties" (plural) means both "Fortune" and the "Supplier".
"Purchase Order" means Fortune's order for the provision of Goods and/or Services (whichever is applicable), as set out in Fortune's purchase order form, or Fortune's written acceptance of the Supplier's quotation, or attached to these terms and conditions, as the case may be.
"Separate Contract" means a separate agreement in writing signed by the authorized representatives of Fortune and the Supplier entered into before or after the issuance of the Purchase Order and concerning the same subject matter of the Purchase Order.
"Services" (if applicable) means the services or consultancy services described in the Agreement, including (if applicable) services the provision of which is incidental to the supply of any Goods, as described in the Agreement.
"Supplier" means the person, firm, company, vendor, dealer, seller, supplier, consultant or contractor who reached Agreement with Fortune and/or to whom the Separate Contract and/or Purchase Order is issued.
2. Acceptance
The Purchase Order (if any) is an offer by Fortune to the Supplier and [the countersigning on the same by the Supplier or] the delivery of Goods and/or the performance of the Services by the Supplier to Fortune (whichever is earlier) shall be deemed an effective acceptance of the Purchase Order and these terms and conditions (unless there is an earlier acceptance made by the Supplier or an earlier revocation of the offer by Fortune). Any acceptance of the Purchase Order is limited to acceptance of the express terms contained in the Purchase Order and these terms and conditions, save where the parties have entered into a Separate Contract (with or without a Purchase Order) and in such case the terms of the Separate Contract shall also apply. In the event of any inconsistency or conflict between any terms and conditions, the following order of precedence shall apply: (i) Separate Contract (if any); (ii) Purchase Order (if any); and (iii) these terms and conditions. Any proposal to insert additional or different terms or any attempt to vary any of the terms contained in the Agreement by the Supplier's acceptance (including, without limitation, any counter-offer made by the Supplier by way of its acknowledgement of a Purchase Order, its invoice or a delivery note) is hereby rejected. No revision of the Agreement shall be valid unless made in writing and signed by an authorized representative of Fortune.
3. Payment
The consideration stated on the Agreement are fixed price and shall be payable by Fortune to the Supplier according to the payment terms and schedules stated in the Agreement, subject to the delivery of Goods and/or performance of the Services by the Supplier in conforming to Fortune's requirement and purpose of use and to the satisfaction of Fortune.
4. Delivery of Goods
Goods delivered must correspond to the exact description or specifications set out in the Agreement. Time is of the essence of this Agreement, and if delivery of the Goods is not completed by the time promised, Fortune reserves the right, without liability on Fortune's part and without prejudice to Fortune's other rights and remedies, to refuse delivery of any Goods and/or terminate this Agreement by giving 3 days' notice in writing and/or, as to any Goods not yet delivered, to purchase substitute items elsewhere and charge the Supplier for the additional cost of such substitute items.
5. Title to and risk of the Goods
The Supplier warrants that it has full clear and unencumbered title to all Goods, and that at the date of delivery of the Goods to Fortune, it will have full and unrestricted rights to sell, deliver and transfer all such Goods to Fortune. The Supplier shall be responsible for and shall bear any and all risk of loss or damage to the Goods until actual delivery to and acceptance of the Goods by Fortune. Upon such delivery and acceptance, title to the Goods and risk of loss or damage to the Goods shall pass to Fortune, provided, however, that the Supplier shall bear any loss or damage, whenever occurring, which results, directly or indirectly, from inadequate packaging or inferior quality of the Goods.
6. Inspection/Testing
Payment for the Goods delivered under this Agreement shall not constitute acceptance thereof. Fortune shall have the right to inspect and test such Goods and to reject and return any or all of said Goods which are in Fortune's judgement defective or nonconforming. Goods rejected and/or Goods supplied in excess of quantity called for in the Agreement may be returned to the Supplier at the Supplier's expense and, without prejudice to Fortune's other rights and remedies, and Fortune may charge the Supplier all expenses of unpacking, examining, repacking, storing, and transporting such Goods. In the event that Fortune receives Goods with defects or nonconformity not apparent on initial examination, Fortune reserves the right to require replacement of such Goods, as well as payment of damages. Nothing contained in the Agreement shall relieve in any way the Supplier from the obligations of testing, inspecting and quality control. Acceptance of any partial delivery shall not bind Fortune to accept any further delivery not conforming to Fortune's requirement.
7. Supply of Services
In respect of the supply of the Services under the Agreement, the Supplier warrants and undertakes to Fortune that:
(a) the Supplier shall have the necessary skills, knowledge, experience, qualification and expertise to provide the Services on the terms set out in this Agreement;
(b) the Supplier shall conform to the standards and practices generally observed in the industry for similar services and shall provide the Services in a timely and professional manner with all reasonable experience, skills, care, diligence and expertise.
8. Insurance
The Supplier shall at its own expense maintain all necessary, valid and adequate liability insurance coverages, including but not limited to public liability and employees' compensation insurance to protect the Supplier and Fortune. A copy of such insurance policies shall be timely provided by the Supplier to Fortune upon the latter's request. The Supplier shall indemnify, hold harmless and defend Fortune at all times from any and all losses, damages, costs, actions, demands, claims or liabilities and expenses (including legal fees) incurred or suffered by Fortune, arising out of a breach by the Supplier of its obligations covered by this paragraph.
9. Assignment and Subcontracting
9.1 The Supplier shall not assign or subcontract the Agreement or any work under the Separate Contract and/or Purchase Order, in part or all, unless agreed upon in writing in advance by Fortune. Any subcontract entered into by the Supplier without approval in writing by Fortune may be cause for termination of the Agreement.
9.2 In certain exceptional circumstances by prior written approval of Fortune, specific tasks and/or portions of the Separate Contract and/or Purchase Order may be assigned to a subcontractor/third party. Notwithstanding the said written approval, the Supplier shall not be relieved of any liability or obligation under the Separate Contract and/or Purchase Order nor shall it create any contractual relationship between the said subcontractor/third party and Fortune. The Supplier remains bound by liable under the Agreement and it shall be directly responsible to Fortune for any faulty performance by the said subcontractor/third party. The said subcontractor/third party shall in no event have any cause of action against Fortune.
10. Warranties
10.1 The Supplier expressly warrants to Fortune that all Goods furnished (if applicable) under this Agreement shall conform to all specifications and appropriate standards, shall be new, and shall be free from defects in design, material or workmanship. The Supplier also warrants that all such Goods shall comply in all respects with the specifications set out in the Agreement and also conform to any statements made on the containers or drawing, labels or advertisement for such Goods, and that such Goods shall be adequately contained, packaged, marked and labelled. The Supplier further warrants that all Goods furnished under this Agreement shall be of merchantable quality and in good condition, and shall be safe and appropriate for the purpose for which Goods of that kind are normally used.
10.2 If the Supplier knows or has reason to know the particular purpose for which Fortune intends to use the Goods (if applicable), the Supplier warrants that such Goods shall be fit for such particular purpose. The Supplier warrants that Goods furnished under this Agreement shall conform in all respects to samples.
10.3 Inspection, test, acceptance or use of the Goods furnished (if applicable) under this Agreement shall not affect the Supplier's warranties under this Agreement, and such warranties shall survive inspection, test, acceptance and use.
10.4 The Supplier's warranties shall run with Fortune, its successors, assigns and customers.
10.5 The Supplier agrees to replace or correct defects of any Goods or Services not conforming to any of the warranties contained in this Agreement promptly, without expense to Fortune, when notified of such nonconformity by Fortune.
10.6 In the event of failure by the Supplier to replace or correct defects in nonconforming Goods or Services promptly, Fortune may, after giving reasonable notice to the Supplier, make such corrections or replacements as Fortune sees fit and charge the Supplier for the costs incurred by Fortune in doing so.
10.7 The Supplier warrants to Fortune that the Supplier and its employees, agents, subcontractors, representatives and advisers who provide any of the Services (if applicable) are lawfully able and competent to a standard which conforms to generally accepted industry standards and practice to provide such services, whether on-site or not, to Fortune and/or its affiliates in all applicable jurisdictions. The Supplier shall obtain and maintain (and shall procure that such employees, agents, subcontractors, representatives and advisers obtain and maintain) all necessary permit(s) and relevant regulatory approval(s) to provide the Services. In no event shall Fortune assume any duty or responsibility for obtaining any permit(s) or approval(s) for facilitating the provision of the Services by the Supplier or the Supplier's employees, agents, subcontractors, representatives or advisers.
10.8 Should the Supplier need to employ or engage non-local staff or persons to work in Hong Kong in order to provide the Services (if applicable), this Agreement is conditional upon the Supplier and such staff or persons having the necessary permit(s) and relevant regulatory approval(s) to work and provide the Services in Hong Kong.
10.9 The Supplier shall ensure that it complies with the applicable intellectual property laws in the provision of goods and services. The Supplier warrants to Fortune that the performance of the Agreement by the Supplier or the use or possession by Fortune and/or its authorised users of the Goods or Services supplied by the Supplier for any purposes does not and will not infringe any intellectual property rights including but not limited to any patent, copyright, moral rights, trademark, business names and domain names, database rights, trade secret or other proprietary right of any party, including those of Fortune.
11. Termination
11.1 Either Party may (without limiting any other remedy) at any time terminate the Agreement or any part of the Agreement by giving written notice to the other if the other commits any breach of the Agreement and (if capable of remedy) fails to remedy the breach within fourteen (14) days after being required by written notice to do so, or if the other Party goes into liquidation, becomes bankrupt, changes of control, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed. For the purposes of this Clause 11.1, a breach of any provision of the Agreement shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance.
11.2 The termination of the Agreement for any reason shall not affect:
(a) Either Party's accrued rights, remedies or liabilities including payments (which should not exceed the total amount of the Agreement) due at the effective date of termination; or
(c) The coming into force or the continuance in force of any provision of this contract which is expressly or by implication intended to come into or continue in force on or after termination.
12. Indemnities
12.1 The Supplier shall defend, indemnify and hold harmless Fortune against any and all losses, damages, costs, actions, demands, claims, liabilities charges or expenses (including legal fees) on a full indemnity basis incurred or suffered by Fortune arising directly or indirectly out of or resulting in any way from any defect in the Goods or Services supplied under this Agreement, from any act or omission of the Supplier, its agents, employees or subcontractors. This indemnity shall be in addition to the warranty obligations of the Supplier under this Agreement.
12.2 The Supplier agrees that upon receipt of notification and at its expense, the Supplier shall defend or settle any claim, suit or proceeding against Fortune, its agents or customers on the issue of infringement of any intellectual property rights including but not limited to any patent, copyright, moral rights, trademark, business names and domain names, database rights, trade secret or other proprietary right of any third party arising out of or resulting in any way from the supply of Goods and/or Services under this Agreement. The Supplier shall indemnify and hold Fortune, its agents and customers harmless against any and all losses, costs, damages, actions, demands, claims, liabilities, charges, expenses (including legal fees and costs), royalties and license fees on a full indemnity basis and allocated cost of Fortune's in-house counsel attributable to such claim, suit or proceeding, including any settlement. Fortune shall give the Supplier prompt notice of, and the parties shall cooperate in, the defence of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that Fortune shall approve the terms of any settlement or compromise.
12.3 The Supplier shall comply with all laws, ordinances, rules and regulations (including without limitation to those relating to employment, employee's compensation, immigration, mandatory provident fund, minimum wages, equal opportunities, personal data privacy protection, health and safety, environmental protection) and stipulations of governmental and other agencies having jurisdiction and bearing on the Goods or Services to be provided to Fortune. The Supplier agrees to indemnify and to hold Fortune harmless from any and all losses, damages, costs, actions, demands, claims or liabilities, charges and expenses (including legal fees and costs) incurred or suffered by Fortune arising out of or resulting from the Supplier's violation of or failure to comply with any such laws, ordinances, rules, regulations and stipulations. Any penalties or other liabilities arising from such violation or failure shall be solely for the Supplier's account.
12.4 The obligations under this Clause 12 shall survive the termination or discontinuance of this Agreement.
13. Limitation on liability
To the extent permitted by law, (a) in no event shall Fortune be liable for anticipated profits or for incidental or consequential damages, (b) Fortune's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from the Agreement or from the performance or breach thereof shall in no case exceed the price allocable or proportionate to the Goods or Services or unit thereof which gives rise to the claim and (c) Fortune shall not be liable for penalties of any description. For the avoidance of doubt, the limitation of liability under this paragraph shall not apply in the event of death or personal injury caused by Fortune's negligence.
14. Force Majeure
14.1 "Force Majeure" shall mean any event beyond the reasonable control of Fortune or Supplier, and which is unavoidable notwithstanding the reasonable care of the Party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.
14.2 If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other Party in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.
14.3 The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Separate Contract and/or Purchase Order for so long as the relevant event of Force Majeure continues and to the extent that such Party's performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either Party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.
14.4 If the performance of the work by a Party is substantially prevented or is delayed for an aggregate period of more than sixty (60) days on account of one or more events of Force Majeure during the currency of the Separate Contract and/or Purchase Order, the other Party may terminate the Separate Contract and/or Purchase Order by giving written notice.
15. Confidentiality and Intellectual Property
15.1 The Parties acknowledge that all information (including the terms and conditions of this Agreement) of a material nature disclosed by either Party to the other for the purpose of work pursuant to the terms of this Agreement, or which comes to the attention of either Party or its employees, officers, agents or advisors (the "Representatives") during the course of such work, shall be "Confidential Information". Confidential Information constitutes a valuable asset of and is proprietary to the Party disclosing or originally possessing it. The Supplier shall, and shall procure that its Representatives shall, take all reasonable steps to protect Fortune's Confidential Information. This paragraph shall in no way limit either Party's ability to make disclosure of its relationship with the other Party if such disclosure is required by law. The Supplier shall not use Fortune's name, trademarks or service marks or refer to Fortune directly or indirectly in any advertising, sales presentation, news release, release to any professional or trade publication or for any other purposes without Fortune's prior written approval.
15.2 To the extent that the supply of Goods and/or Services under this Agreement creates any intellectual property rights (including without limitation patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, database rights, goodwill and rights in designs), whether registered or unregistered, in any part of the world, such rights shall vest in and belong to Fortune absolutely and insofar as they do not vest automatically by operation of law or under this Agreement, the Supplier holds legal title in these rights on trust for Fortune and the Supplier undertakes to execute all documents, give all assistance and do all acts and things, as may be necessary to vest such rights to Fortune.
15.3 Notwithstanding the foregoing provisions and subject to Supplier's confidentiality obligations relating to the Confidential Information hereunder, Fortune agrees that the Supplier, its employees and agents shall be free to use their skills, know-how, and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of provision of the Goods and/or Services hereunder. For avoidance of doubt, no other right is granted, by implication, estoppel or otherwise to the Supplier in relation to Fortune's intellectual property rights now or hereafter owned or controlled by Fortune except those expressly granted by Fortune.
15.4 The obligations under this Clause 15 shall survive the termination or discontinuance of this Agreement.
16. Probity and Ethical Standards
16.1 The Supplier is expected to observe the Prevention of Bribery Ordinance (Cap. 201) and shall advise its consultants, advisers, subcontractors, partners, directors, officers, employees, volunteers, agents or persons acting on its behalf that they are not allowed to offer or solicit or accept from any person any money, gifts, or advantages as defined in the Ordinance or lavish entertainment in connection with the provision of services on the Supplier's behalf.
16.2 If the Supplier or any of its consultants, advisers, subcontractors, partners, directors, officers, employees, volunteers, agents shall be found to have offered or given any advantage, gratuity, bonus, discount, bribe or loan of any sort to any agent or employee of Fortune, Fortune shall be at liberty to terminate this Agreement and to hold the Supplier liable for any loss or damage which Fortune may sustain. Fortune may refer any suspected case involving criminal elements to the law enforcement agency.
16.3 The Supplier undertakes to conduct its activity in compliance with internationally recognized human rights standards and all laws applicable to its operations, including those relating to anti-corruption, anti-money laundering and international embargoes, and to comply with Fortune's Supplier Code of Conduct, which is available on Fortune's corporate website. The Supplier acknowledges that in the event of breach of the provisions contained in this Clause, Fortune may cancel pending Purchase Orders and cease all business relations with the Supplier without judicial proceedings.
16.4 The obligations under this Clause 16 shall survive the termination or discontinuance of this Agreement.
17. Notice
Any notice to be given according to the terms of this Agreement shall be in writing and shall be delivered by hand or by courier to, as may be relevant, Fortune at its registered office in Hong Kong or the Supplier at its registered office in Hong Kong and elsewhere or place of business as last known by Fortune.
18. Language
In the event of any inconsistency between the English version and Chinese version of these terms and conditions, the English version shall prevail.
19. Miscellaneous
19.1 The Supplier agrees that the persons engaged or employed by the Supplier, if any, in connection with the implementation of the Agreement shall be regarded as the employees or agents or contractors of the Supplier only and no relationship of master and servant, employer and employee and principal and agent shall be created between such persons and Fortune. The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
19.2 No failure or delay by Fortune in exercising any right, power or remedy available to it under this Agreement or in law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any right, power or remedy.
19.3 If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions (or any part thereof) shall in no way be affected or impaired thereby.
19.4 The remedies under the Agreement shall be cumulative and not exclusive, and the election of one remedy shall not preclude pursuit of other remedies.
19.5 Unless otherwise specified herein, no third parties shall have any rights pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term contained in this Agreement.
20. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the Parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.
[PROC-P005E-V01]
Effective Date: 01/07/2024
[PROC-P005E-V01] Effective Date: 01/07/2024
APPROVED BY: SENIOR MANAGEMENT BOARD
ISSUED BY: PROCUREMENT DEPARTMENT
APPLICABLE TO: FORTUNE'S SUPPLIERS
DOCUMENT NO:
PROC-P001E-V01
EFFECTIVE DATE: 01/07/2024
Purpose
Fortune Pharmacal Co., Ltd. (Fortune) is committed to conducting its business with the highest levels of ethical, legal, and social responsibility. We engage with suppliers who share this commitment, as outlined in this Supplier Code of Conduct ("Code"). Suppliers, regardless of local legal and cultural environments, are expected to comply with this Code as a condition of doing business with Fortune, including its subsidiaries.
We advocate for suppliers to maintain and enforce policies, procedures, and practices that incorporate international standards such as GMP and ISO, and to adopt efficient management systems in line with these principles.
Scope
This Code applies to all current and potential suppliers of Fortune Pharmacal Co., Ltd.
1. Ethics
Suppliers must conduct their businesses ethically and with integrity.
Business Integrity and Fair Competition
· Acts of corruption, extortion, embezzlement, and bribery are strictly prohibited.
· Suppliers must comply with all applicable antitrust laws and engage in fair business practices, including truthful advertising.
Identification of Concerns
· Suppliers are encouraged to create an environment where workers can report concerns or illegal activities without fear of reprisal, and any concerns raised should be investigated and addressed promptly.
Animal Welfare
· Suppliers are expected to treat animals humanely, minimizing their pain and stress, and should prefer alternatives to animal
testing when such options are valid and accepted by regulatory bodies.
Privacy
· Suppliers must protect Fortune Pharmacal's confidential information and refrain from unauthorized sharing of such information with competitors or other third parties.
· Suppliers must comply with all applicable antitrust laws and engage in fair business practices, including truthful advertising.
2. Labor
Suppliers must uphold the human rights of workers, treating them with dignity and respect.
Freely Chosen Employment
· Employment must be freely chosen and free from forced, bonded, indentured, or involuntary prison labor.
Child Labor and Young Workers
· Prohibition of child labor.
· Employment of young workers must be of the country's legal age of employment
Non-Discrimination
· Suppliers must ensure a workplace free from discrimination and harassment of any kind.
· Discrimination for reasons such as color, age, gender, sexual orientation, ethnicity, disability, religion, political affiliation, union membership, marital status, etc. are not tolerated.
Fair Treatment
· Workers should be treated fairly and without exposure to harsh or inhumane treatment, including sexual harassment, sexual abuse, mental or physical coercion or verbal abuse of workers and no threats of any such treatment.
Wages, Benefits, and Working Hours
· Wages, overtime, and benefits must be paid in accordance with legal requirements, and suppliers should communicate clearly with workers regarding their compensation and any required overtime.
Freedom of Association
·Suppliers shall respect the rights of workers, as set forth in local laws, to associate freely, join or not join labor unions, seek representation, and join workers’ councils. Workers shall be able to communicate openly with management regarding working conditions without threat of reprisal, intimidation, or harassment.
3. Health and Safety
Suppliers must provide a safe and healthy work environment, including for any company-provided living quarters.
Worker Protection
·
Suppliers must ensure that workers are protected from from over exposure to chemical, biological and physical hazards, physically demanding tasks in the workplace and in any company-provided living quarters.
Process Safety
· Effective programs must be implemented to prevent chemical releases and other process safety risks.
Emergency Preparedness and Response
· Suppliers must establish and maintain emergency preparedness and response procedures to minimize the impact of any incidents.
Hazard Information
·Safety information relating to hazardous materials – including pharmaceutical compounds and pharmaceutical intermediate materials – shall be available to educate, train and protect workers from hazards.
4. Environment
Suppliers are expected to operate responsibly towards the environment.
Environmental Authorization
· Suppliers must operate in an environmentally responsible manner, minimize adverse impacts on the environment, complying with all relevant environmental regulations and obtaining the necessary permits.
Waste and Emissions
· Effective programs must be implemented to prevent chemical releases and other process safety risks.
Spills and Releases
· Suppliers must have systems in place to prevent and mitigate the environmental impact of any spills and releases.
5. Management System
Suppliers should use management systems for continual improvement.
Commitment and Accountability
·Suppliers should allocate the necessary resources to support and uphold the principles of this Code.
Legal and Customer Requirements
· Effective programs must be implemented to prevent chemical releases and other process safety risks.
Risk Management
· Suppliers should establish mechanisms for managing risks related to adherence to this Code.
Documentation
· Documentation must be maintained to demonstrate compliance with all regulatory requirements.
Training and Competency
· Training programs should be implemented to ensure that workers possess the necessary knowledge and skills.
Continual Improvement
· Suppliers are expected to continually improve by setting performance objectives, executing implementation plans and taking necessary corrective actions for deficiencies identified by internal or external assessments, inspections and management reviews.
6. Intellectual Property
Suppliers are required to respect and protect all of Fortune Pharmacal's intellectual property rights and maintain the confidentiality of its information.
7. Economic Sustainability
Suppliers are encouraged to contribute to the social and economic development of their respective communities. .
8. Supplier Diversity
Suppliers are advised to use inclusive sourcing processes that engage diverse suppliers and promote equal opportunities in their procurement practices.
Fortune reserves the right to periodically review and update this Code. Suppliers are expected to comply with the most current version of the Code and to ensure that their practices align with Fortune's commitment to integrity, social responsibility, and sustainability.
The Company reserves the right to review this policy from time to time.
[PROC-P005E-V01]
APPROVED BY: SENIOR MANAGEMENT BOARD
ISSUED BY: PROCUREMENT DEPARTMENT
APPLICABLE TO: FORTUNE'S SUPPLIERS
DOCUMENT NO:
PROC-P001E-V01
EFFECTIVE DATE: 01/07/2024
Purpose
Fortune Pharmacal Co., Ltd. (Fortune) is committed to conducting its business with the highest levels of ethical, legal, and social responsibility. We engage with suppliers who share this commitment, as outlined in this Supplier Code of Conduct ("Code"). Suppliers, regardless of local legal and cultural environments, are expected to comply with this Code as a condition of doing business with Fortune, including its subsidiaries.
We advocate for suppliers to maintain and enforce policies, procedures, and practices that incorporate international standards such as GMP and ISO, and to adopt efficient management systems in line with these principles.
Scope
This Code applies to all current and potential suppliers of Fortune Pharmacal Co., Ltd.
1. Ethics
Suppliers must conduct their businesses ethically and with integrity.
Business Integrity and Fair Competition
· Acts of corruption, extortion, embezzlement, and bribery are strictly prohibited.
· Suppliers must comply with all applicable antitrust laws and engage in fair business practices, including truthful advertising.
Identification of Concerns
· Suppliers are encouraged to create an environment where workers can report concerns or illegal activities without fear of reprisal, and any concerns raised should be investigated and addressed promptly.
Animal Welfare
· Suppliers are expected to treat animals humanely, minimizing their pain and stress, and should prefer alternatives to animal
testing when such options are valid and accepted by regulatory bodies.
Privacy
· Suppliers must protect Fortune Pharmacal's confidential information and refrain from unauthorized sharing of such information with competitors or other third parties.
· Suppliers must comply with all applicable antitrust laws and engage in fair business practices, including truthful advertising.
2. Labor
Suppliers must uphold the human rights of workers, treating them with dignity and respect.
Freely Chosen Employment
· Employment must be freely chosen and free from forced, bonded, indentured, or involuntary prison labor.
Child Labor and Young Workers
· Prohibition of child labor.
· Employment of young workers must be of the country's legal age of employment
Non-Discrimination
· Suppliers must ensure a workplace free from discrimination and harassment of any kind.
· Discrimination for reasons such as color, age, gender, sexual orientation, ethnicity, disability, religion, political affiliation, union membership, marital status, etc. are not tolerated.
Fair Treatment
· Workers should be treated fairly and without exposure to harsh or inhumane treatment, including sexual harassment, sexual abuse, mental or physical coercion or verbal abuse of workers and no threats of any such treatment.
Wages, Benefits, and Working Hours
· Wages, overtime, and benefits must be paid in accordance with legal requirements, and suppliers should communicate clearly with workers regarding their compensation and any required overtime.
Freedom of Association
·Suppliers shall respect the rights of workers, as set forth in local laws, to associate freely, join or not join labor unions, seek representation, and join workers’ councils. Workers shall be able to communicate openly with management regarding working conditions without threat of reprisal, intimidation, or harassment.
3. Health and Safety
Suppliers must provide a safe and healthy work environment, including for any company-provided living quarters.
Worker Protection
·
Suppliers must ensure that workers are protected from from over exposure to chemical, biological and physical hazards, physically demanding tasks in the workplace and in any company-provided living quarters.
Process Safety
· Effective programs must be implemented to prevent chemical releases and other process safety risks.
Emergency Preparedness and Response
· Suppliers must establish and maintain emergency preparedness and response procedures to minimize the impact of any incidents.
Hazard Information
·Safety information relating to hazardous materials – including pharmaceutical compounds and pharmaceutical intermediate materials – shall be available to educate, train and protect workers from hazards.
4. Environment
Suppliers are expected to operate responsibly towards the environment.
Environmental Authorization
· Suppliers must operate in an environmentally responsible manner, minimize adverse impacts on the environment, complying with all relevant environmental regulations and obtaining the necessary permits.
Waste and Emissions
· Effective programs must be implemented to prevent chemical releases and other process safety risks.
Spills and Releases
· Suppliers must have systems in place to prevent and mitigate the environmental impact of any spills and releases.
5. Management System
Suppliers should use management systems for continual improvement.
Commitment and Accountability
·Suppliers should allocate the necessary resources to support and uphold the principles of this Code.
Legal and Customer Requirements
· Effective programs must be implemented to prevent chemical releases and other process safety risks.
Risk Management
· Suppliers should establish mechanisms for managing risks related to adherence to this Code.
Documentation
· Documentation must be maintained to demonstrate compliance with all regulatory requirements.
Training and Competency
· Training programs should be implemented to ensure that workers possess the necessary knowledge and skills.
Continual Improvement
· Suppliers are expected to continually improve by setting performance objectives, executing implementation plans and taking necessary corrective actions for deficiencies identified by internal or external assessments, inspections and management reviews.
6. Intellectual Property
Suppliers are required to respect and protect all of Fortune Pharmacal's intellectual property rights and maintain the confidentiality of its information.
7. Economic Sustainability
Suppliers are encouraged to contribute to the social and economic development of their respective communities. .
8. Supplier Diversity
Suppliers are advised to use inclusive sourcing processes that engage diverse suppliers and promote equal opportunities in their procurement practices.
Fortune reserves the right to periodically review and update this Code. Suppliers are expected to comply with the most current version of the Code and to ensure that their practices align with Fortune's commitment to integrity, social responsibility, and sustainability.
The Company reserves the right to review this policy from time to time.
[PROC-P001E-V01]
FORTUNE PHARMACAL COMPANY LIMITED
Supply Code of Conduct Purpose
FORTUNE PHARMACAL COMPANY LIMITED
Terms and Conditions of Purchase Order
APPROVED BY: SENIOR MANAGEMENT BOARD
ISSUED BY: PROCUREMENT DEPARTMENT
APPLICABLE TO: ALL VENDOR
DOCUMENT NO: PROC-P005E-V01
EFFECTIVE DATE: 01/07/2024
1. Definitions
"Agreement" means these terms and conditions together with the Separate Contract (if any) and Purchase Order (if any).
"Fortune" means Fortune Pharmacal Company Limited, FP Healthcare Limited and/or Fortune Marketing Limited.
"Goods" (if applicable) means any work, labour, articles, goods, or other materials the Supplier is to supply to Fortune of any tangible or intangible nature, including (if applicable) any articles, goods or materials the supply of which is incidental to the provision of any Services, as described in the Agreement.
"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China
"Party" (singular) means either "Fortune" or the "Supplier" and "Parties" (plural) means both "Fortune" and the "Supplier".
"Purchase Order" means Fortune's order for the provision of Goods and/or Services (whichever is applicable), as set out in Fortune's purchase order form, or Fortune's written acceptance of the Supplier's quotation, or attached to these terms and conditions, as the case may be.
"Separate Contract" means a separate agreement in writing signed by the authorized representatives of Fortune and the Supplier entered into before or after the issuance of the Purchase Order and concerning the same subject matter of the Purchase Order.
"Services" (if applicable) means the services or consultancy services described in the Agreement, including (if applicable) services the provision of which is incidental to the supply of any Goods, as described in the Agreement.
"Supplier" means the person, firm, company, vendor, dealer, seller, supplier, consultant or contractor who reached Agreement with Fortune and/or to whom the Separate Contract and/or Purchase Order is issued.
2. Acceptance
The Purchase Order (if any) is an offer by Fortune to the Supplier and [the countersigning on the same by the Supplier or] the delivery of Goods and/or the performance of the Services by the Supplier to Fortune (whichever is earlier) shall be deemed an effective acceptance of the Purchase Order and these terms and conditions (unless there is an earlier acceptance made by the Supplier or an earlier revocation of the offer by Fortune). Any acceptance of the Purchase Order is limited to acceptance of the express terms contained in the Purchase Order and these terms and conditions, save where the parties have entered into a Separate Contract (with or without a Purchase Order) and in such case the terms of the Separate Contract shall also apply. In the event of any inconsistency or conflict between any terms and conditions, the following order of precedence shall apply: (i) Separate Contract (if any); (ii) Purchase Order (if any); and (iii) these terms and conditions. Any proposal to insert additional or different terms or any attempt to vary any of the terms contained in the Agreement by the Supplier's acceptance (including, without limitation, any counter-offer made by the Supplier by way of its acknowledgement of a Purchase Order, its invoice or a delivery note) is hereby rejected. No revision of the Agreement shall be valid unless made in writing and signed by an authorized representative of Fortune.
3. Payment
The consideration stated on the Agreement are fixed price and shall be payable by Fortune to the Supplier according to the payment terms and schedules stated in the Agreement, subject to the delivery of Goods and/or performance of the Services by the Supplier in conforming to Fortune's requirement and purpose of use and to the satisfaction of Fortune.
4. Delivery of Goods
Goods delivered must correspond to the exact description or specifications set out in the Agreement. Time is of the essence of this Agreement, and if delivery of the Goods is not completed by the time promised, Fortune reserves the right, without liability on Fortune's part and without prejudice to Fortune's other rights and remedies, to refuse delivery of any Goods and/or terminate this Agreement by giving 3 days' notice in writing and/or, as to any Goods not yet delivered, to purchase substitute items elsewhere and charge the Supplier for the additional cost of such substitute items.
5. Title to and risk of the Goods
The Supplier warrants that it has full clear and unencumbered title to all Goods, and that at the date of delivery of the Goods to Fortune, it will have full and unrestricted rights to sell, deliver and transfer all such Goods to Fortune. The Supplier shall be responsible for and shall bear any and all risk of loss or damage to the Goods until actual delivery to and acceptance of the Goods by Fortune. Upon such delivery and acceptance, title to the Goods and risk of loss or damage to the Goods shall pass to Fortune, provided, however, that the Supplier shall bear any loss or damage, whenever occurring, which results, directly or indirectly, from inadequate packaging or inferior quality of the Goods.
6. Inspection/Testing
Payment for the Goods delivered under this Agreement shall not constitute acceptance thereof. Fortune shall have the right to inspect and test such Goods and to reject and return any or all of said Goods which are in Fortune's judgement defective or nonconforming. Goods rejected and/or Goods supplied in excess of quantity called for in the Agreement may be returned to the Supplier at the Supplier's expense and, without prejudice to Fortune's other rights and remedies, and Fortune may charge the Supplier all expenses of unpacking, examining, repacking, storing, and transporting such Goods. In the event that Fortune receives Goods with defects or nonconformity not apparent on initial examination, Fortune reserves the right to require replacement of such Goods, as well as payment of damages. Nothing contained in the Agreement shall relieve in any way the Supplier from the obligations of testing, inspecting and quality control. Acceptance of any partial delivery shall not bind Fortune to accept any further delivery not conforming to Fortune's requirement.
7. Supply of Services
In respect of the supply of the Services under the Agreement, the Supplier warrants and undertakes to Fortune that:
(a) the Supplier shall have the necessary skills, knowledge, experience, qualification and expertise to provide the Services on the terms set out in this Agreement;
(b) the Supplier shall conform to the standards and practices generally observed in the industry for similar services and shall provide the Services in a timely and professional manner with all reasonable experience, skills, care, diligence and expertise.
8. Insurance
The Supplier shall at its own expense maintain all necessary, valid and adequate liability insurance coverages, including but not limited to public liability and employees' compensation insurance to protect the Supplier and Fortune. A copy of such insurance policies shall be timely provided by the Supplier to Fortune upon the latter's request. The Supplier shall indemnify, hold harmless and defend Fortune at all times from any and all losses, damages, costs, actions, demands, claims or liabilities and expenses (including legal fees) incurred or suffered by Fortune, arising out of a breach by the Supplier of its obligations covered by this paragraph.
9. Assignment and Subcontracting
9.1 The Supplier shall not assign or subcontract the Agreement or any work under the Separate Contract and/or Purchase Order, in part or all, unless agreed upon in writing in advance by Fortune. Any subcontract entered into by the Supplier without approval in writing by Fortune may be cause for termination of the Agreement.
9.2 In certain exceptional circumstances by prior written approval of Fortune, specific tasks and/or portions of the Separate Contract and/or Purchase Order may be assigned to a subcontractor/third party. Notwithstanding the said written approval, the Supplier shall not be relieved of any liability or obligation under the Separate Contract and/or Purchase Order nor shall it create any contractual relationship between the said subcontractor/third party and Fortune. The Supplier remains bound by liable under the Agreement and it shall be directly responsible to Fortune for any faulty performance by the said subcontractor/third party. The said subcontractor/third party shall in no event have any cause of action against Fortune.
10. Warranties
10.1 The Supplier expressly warrants to Fortune that all Goods furnished (if applicable) under this Agreement shall conform to all specifications and appropriate standards, shall be new, and shall be free from defects in design, material or workmanship. The Supplier also warrants that all such Goods shall comply in all respects with the specifications set out in the Agreement and also conform to any statements made on the containers or drawing, labels or advertisement for such Goods, and that such Goods shall be adequately contained, packaged, marked and labelled. The Supplier further warrants that all Goods furnished under this Agreement shall be of merchantable quality and in good condition, and shall be safe and appropriate for the purpose for which Goods of that kind are normally used.
10.2 If the Supplier knows or has reason to know the particular purpose for which Fortune intends to use the Goods (if applicable), the Supplier warrants that such Goods shall be fit for such particular purpose. The Supplier warrants that Goods furnished under this Agreement shall conform in all respects to samples.
10.3 Inspection, test, acceptance or use of the Goods furnished (if applicable) under this Agreement shall not affect the Supplier's warranties under this Agreement, and such warranties shall survive inspection, test, acceptance and use.
10.4 The Supplier's warranties shall run with Fortune, its successors, assigns and customers.
10.5 The Supplier agrees to replace or correct defects of any Goods or Services not conforming to any of the warranties contained in this Agreement promptly, without expense to Fortune, when notified of such nonconformity by Fortune.
10.6 In the event of failure by the Supplier to replace or correct defects in nonconforming Goods or Services promptly, Fortune may, after giving reasonable notice to the Supplier, make such corrections or replacements as Fortune sees fit and charge the Supplier for the costs incurred by Fortune in doing so.
10.7 The Supplier warrants to Fortune that the Supplier and its employees, agents, subcontractors, representatives and advisers who provide any of the Services (if applicable) are lawfully able and competent to a standard which conforms to generally accepted industry standards and practice to provide such services, whether on-site or not, to Fortune and/or its affiliates in all applicable jurisdictions. The Supplier shall obtain and maintain (and shall procure that such employees, agents, subcontractors, representatives and advisers obtain and maintain) all necessary permit(s) and relevant regulatory approval(s) to provide the Services. In no event shall Fortune assume any duty or responsibility for obtaining any permit(s) or approval(s) for facilitating the provision of the Services by the Supplier or the Supplier's employees, agents, subcontractors, representatives or advisers.
10.8 Should the Supplier need to employ or engage non-local staff or persons to work in Hong Kong in order to provide the Services (if applicable), this Agreement is conditional upon the Supplier and such staff or persons having the necessary permit(s) and relevant regulatory approval(s) to work and provide the Services in Hong Kong.
10.9 The Supplier shall ensure that it complies with the applicable intellectual property laws in the provision of goods and services. The Supplier warrants to Fortune that the performance of the Agreement by the Supplier or the use or possession by Fortune and/or its authorised users of the Goods or Services supplied by the Supplier for any purposes does not and will not infringe any intellectual property rights including but not limited to any patent, copyright, moral rights, trademark, business names and domain names, database rights, trade secret or other proprietary right of any party, including those of Fortune.
11. Termination
11.1 Either Party may (without limiting any other remedy) at any time terminate the Agreement or any part of the Agreement by giving written notice to the other if the other commits any breach of the Agreement and (if capable of remedy) fails to remedy the breach within fourteen (14) days after being required by written notice to do so, or if the other Party goes into liquidation, becomes bankrupt, changes of control, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed. For the purposes of this Clause 11.1, a breach of any provision of the Agreement shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects other than as to the time of performance.
11.2 The termination of the Agreement for any reason shall not affect:
(a) Either Party's accrued rights, remedies or liabilities including payments (which should not exceed the total amount of the Agreement) due at the effective date of termination; or
(c) The coming into force or the continuance in force of any provision of this contract which is expressly or by implication intended to come into or continue in force on or after termination.
12. Indemnities
12.1 The Supplier shall defend, indemnify and hold harmless Fortune against any and all losses, damages, costs, actions, demands, claims, liabilities charges or expenses (including legal fees) on a full indemnity basis incurred or suffered by Fortune arising directly or indirectly out of or resulting in any way from any defect in the Goods or Services supplied under this Agreement, from any act or omission of the Supplier, its agents, employees or subcontractors. This indemnity shall be in addition to the warranty obligations of the Supplier under this Agreement.
12.2 The Supplier agrees that upon receipt of notification and at its expense, the Supplier shall defend or settle any claim, suit or proceeding against Fortune, its agents or customers on the issue of infringement of any intellectual property rights including but not limited to any patent, copyright, moral rights, trademark, business names and domain names, database rights, trade secret or other proprietary right of any third party arising out of or resulting in any way from the supply of Goods and/or Services under this Agreement. The Supplier shall indemnify and hold Fortune, its agents and customers harmless against any and all losses, costs, damages, actions, demands, claims, liabilities, charges, expenses (including legal fees and costs), royalties and license fees on a full indemnity basis and allocated cost of Fortune's in-house counsel attributable to such claim, suit or proceeding, including any settlement. Fortune shall give the Supplier prompt notice of, and the parties shall cooperate in, the defence of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that Fortune shall approve the terms of any settlement or compromise.
12.3 The Supplier shall comply with all laws, ordinances, rules and regulations (including without limitation to those relating to employment, employee's compensation, immigration, mandatory provident fund, minimum wages, equal opportunities, personal data privacy protection, health and safety, environmental protection) and stipulations of governmental and other agencies having jurisdiction and bearing on the Goods or Services to be provided to Fortune. The Supplier agrees to indemnify and to hold Fortune harmless from any and all losses, damages, costs, actions, demands, claims or liabilities, charges and expenses (including legal fees and costs) incurred or suffered by Fortune arising out of or resulting from the Supplier's violation of or failure to comply with any such laws, ordinances, rules, regulations and stipulations. Any penalties or other liabilities arising from such violation or failure shall be solely for the Supplier's account.
12.4 The obligations under this Clause 12 shall survive the termination or discontinuance of this Agreement.
13. Limitation on liability
To the extent permitted by law, (a) in no event shall Fortune be liable for anticipated profits or for incidental or consequential damages, (b) Fortune's liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from the Agreement or from the performance or breach thereof shall in no case exceed the price allocable or proportionate to the Goods or Services or unit thereof which gives rise to the claim and (c) Fortune shall not be liable for penalties of any description. For the avoidance of doubt, the limitation of liability under this paragraph shall not apply in the event of death or personal injury caused by Fortune's negligence.
14. Force Majeure
14.1 "Force Majeure" shall mean any event beyond the reasonable control of Fortune or Supplier, and which is unavoidable notwithstanding the reasonable care of the Party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for.
14.2 If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other Party in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event.
14.3 The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Separate Contract and/or Purchase Order for so long as the relevant event of Force Majeure continues and to the extent that such Party's performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either Party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure.
14.4 If the performance of the work by a Party is substantially prevented or is delayed for an aggregate period of more than sixty (60) days on account of one or more events of Force Majeure during the currency of the Separate Contract and/or Purchase Order, the other Party may terminate the Separate Contract and/or Purchase Order by giving written notice.
15. Confidentiality and Intellectual Property
15.1 The Parties acknowledge that all information (including the terms and conditions of this Agreement) of a material nature disclosed by either Party to the other for the purpose of work pursuant to the terms of this Agreement, or which comes to the attention of either Party or its employees, officers, agents or advisors (the "Representatives") during the course of such work, shall be "Confidential Information". Confidential Information constitutes a valuable asset of and is proprietary to the Party disclosing or originally possessing it. The Supplier shall, and shall procure that its Representatives shall, take all reasonable steps to protect Fortune's Confidential Information. This paragraph shall in no way limit either Party's ability to make disclosure of its relationship with the other Party if such disclosure is required by law. The Supplier shall not use Fortune's name, trademarks or service marks or refer to Fortune directly or indirectly in any advertising, sales presentation, news release, release to any professional or trade publication or for any other purposes without Fortune's prior written approval.
15.2 To the extent that the supply of Goods and/or Services under this Agreement creates any intellectual property rights (including without limitation patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, database rights, goodwill and rights in designs), whether registered or unregistered, in any part of the world, such rights shall vest in and belong to Fortune absolutely and insofar as they do not vest automatically by operation of law or under this Agreement, the Supplier holds legal title in these rights on trust for Fortune and the Supplier undertakes to execute all documents, give all assistance and do all acts and things, as may be necessary to vest such rights to Fortune.
15.3 Notwithstanding the foregoing provisions and subject to Supplier's confidentiality obligations relating to the Confidential Information hereunder, Fortune agrees that the Supplier, its employees and agents shall be free to use their skills, know-how, and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of provision of the Goods and/or Services hereunder. For avoidance of doubt, no other right is granted, by implication, estoppel or otherwise to the Supplier in relation to Fortune's intellectual property rights now or hereafter owned or controlled by Fortune except those expressly granted by Fortune.
15.4 The obligations under this Clause 15 shall survive the termination or discontinuance of this Agreement.
16. Probity and Ethical Standards
16.1 The Supplier is expected to observe the Prevention of Bribery Ordinance (Cap. 201) and shall advise its consultants, advisers, subcontractors, partners, directors, officers, employees, volunteers, agents or persons acting on its behalf that they are not allowed to offer or solicit or accept from any person any money, gifts, or advantages as defined in the Ordinance or lavish entertainment in connection with the provision of services on the Supplier's behalf.
16.2 If the Supplier or any of its consultants, advisers, subcontractors, partners, directors, officers, employees, volunteers, agents shall be found to have offered or given any advantage, gratuity, bonus, discount, bribe or loan of any sort to any agent or employee of Fortune, Fortune shall be at liberty to terminate this Agreement and to hold the Supplier liable for any loss or damage which Fortune may sustain. Fortune may refer any suspected case involving criminal elements to the law enforcement agency.
16.3 The Supplier undertakes to conduct its activity in compliance with internationally recognized human rights standards and all laws applicable to its operations, including those relating to anti-corruption, anti-money laundering and international embargoes, and to comply with Fortune's Supplier Code of Conduct, which is available on Fortune's corporate website. The Supplier acknowledges that in the event of breach of the provisions contained in this Clause, Fortune may cancel pending Purchase Orders and cease all business relations with the Supplier without judicial proceedings.
16.4 The obligations under this Clause 16 shall survive the termination or discontinuance of this Agreement.
17. Notice
Any notice to be given according to the terms of this Agreement shall be in writing and shall be delivered by hand or by courier to, as may be relevant, Fortune at its registered office in Hong Kong or the Supplier at its registered office in Hong Kong and elsewhere or place of business as last known by Fortune.
18. Language
In the event of any inconsistency between the English version and Chinese version of these terms and conditions, the English version shall prevail.
19. Miscellaneous
19.1 The Supplier agrees that the persons engaged or employed by the Supplier, if any, in connection with the implementation of the Agreement shall be regarded as the employees or agents or contractors of the Supplier only and no relationship of master and servant, employer and employee and principal and agent shall be created between such persons and Fortune. The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
19.2 No failure or delay by Fortune in exercising any right, power or remedy available to it under this Agreement or in law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any right, power or remedy.
19.3 If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions (or any part thereof) shall in no way be affected or impaired thereby.
19.4 The remedies under the Agreement shall be cumulative and not exclusive, and the election of one remedy shall not preclude pursuit of other remedies.
19.5 Unless otherwise specified herein, no third parties shall have any rights pursuant to the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term contained in this Agreement.
20. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the Parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.
