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Matrix Terms and Conditions of Sourcing

1. DEFINITION

Client" means a person to whom Matrix is to source and/or supply goods pursuant to a Contract.

Confidential Information" means all information disclosed (whether in writing, orally or otherwise and whether directly or indirectly) by a party to the other party whether before or after the date of the Contract including, without limitation, information relating to the disclosing party's suppliers, factories, customers, agents, products, operations, plans, product information, product formulation, know‑how, design rights, market opportunities and business affairs.

Contract” means a contract for the sale of goods by Matrix to a Client which incorporates these Conditions.

Goods” means the goods which Matrix sources the moulds and/or samples for and/or supplies pursuant to a Contract.

Incoterms” means I.C.C. Incoterms (as revised from time to time).

Matrix” means Matrix HK or Matrix UK.

Matrix HK” means Matrix APA (HK) Limited, 10th Floor, Nan Dao Commercial Building, 359-361 Queens Road Central, Sheung Wan, Hong Kong.

Matrix UK” means Matrix APA (UK) Limited, a company registered in England and Wales under registration number 05758515 with its registered office at 51 Clapham High Street, London, SW4 7TL, UK

Quotation” means a quotation given by Matrix to the Client setting out, amongst other things, a description of the Goods, price, quantity, delivery terms and certain other terms of supply of Matrix.

Term Sheet” means a term sheet executed by Matrix to the Client setting out, amongst other things, a description of the Goods, price, delivery terms and certain other terms of supply agreed between Matrix and the Client.

The provisions of these Conditions shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

In addition, please note the restriction in Condition 10.1.

2. APPLICATION

2.1 These Conditions alone shall govern and be incorporated in every contract for the (i) sourcing and development of Goods and their moulds and/or samples; and/or (ii) sale of Goods, made by or on behalf of Matrix, with a Client. They shall apply in place of and prevail over any other terms or conditions that the Client seeks to impose or incorporate or that are contained or referred to in any documentation submitted by the Client (including, without limitation, any purchase order) or in correspondence or elsewhere, or which are implied by trade custom, practice or course of dealing.

2.2 Acceptance by the Client of delivery of the Goods shall (without prejudice to Condition 3) be deemed to constitute unqualified acceptance of these Conditions.

2.3 A variation of these Conditions is valid only if it is in writing and signed by a director of Matrix or a representative of the Client.

3. QUOTATIONS, TERM SHEETS, ORDERS AND ACCEPTANCE

3.1 A Quotation by Matrix does not constitute an offer. Quotations are valid for one month from the date stated on the quotation, unless otherwise mentioned.

3.2 The Client’s order pursuant to a Quotation shall be made upon the Client’s official purchase order form and in any event must be in writing (whether by fax, letter or email) and the Client hereby accepts that its purchase order form shall be subject to the provision of Condition 2.1 above. Matrix’s acceptance of the purchase order form shall be effective where such acceptance is given by an authorised representative of Matrix in writing (whether by fax, letter or email) or where Matrix complies with such purchase order, at which point a Contract shall come into existence. The purchase order form shall not vary the Quotation in any way and, should it do so, the purchase order shall be subject to the express written agreement of Matrix (whether by fax, letter or email) or the issue of a revised Quotation under the terms of Condition 3.1. If a revised Quotation is issued Conditions 3.1 and 3.2 shall reapply to that Quotation.

3.3 If Matrix and the Client have executed a Term Sheet, the Client’s order pursuant to a Term Sheet may be made upon the Client’s official purchase order form or otherwise in writing (whether by fax, letter or email) and the Client hereby accepts that such order shall be subject to the provision of Condition 2.1 above. Matrix’s acceptance of any order pursuant to a Term Sheet shall be effective where such acceptance is given by an authorised representative of Matrix in writing (whether by fax, letter or email) or where Matrix complies with such an order. Any order pursuant to a Term Sheet shall not vary the Term Sheet in any way and, should it do so, the order shall be subject to the express written agreement of Matrix (whether by fax, letter or email).

3.4 The Quotation or Term Sheet shall state the price of the Goods and the relevant Incoterms applicable to the Contract.

3.5 Any samples, drawings, descriptive matter produced by Matrix and any descriptions or illustrations contained in Matrix’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of any Contract or have any contractual force.

4. PRICES AND PAYMENT

4.1 The price payable for the Goods is the price listed in the Quotation or Term Sheet. Discounts, credits and other reductions may only be agreed by a director of Matrix and must be in writing.

4.2 Unless otherwise specified on the Quotation or Term Sheet, (i) VAT and any other tax or duty payable by a buyer, (ii) testing charges; (iii) costs in connection with the use of couriers for the development, approval and productions samples; (iv) special packaging costs (as referred to in Condition 5); and (v) such other costs as may be agreed from time to time, shall be added to the price.

4.3 Unless otherwise specified on the Quotation or Term Sheet, 30% of the Contract price shall be paid as a deposit by the Client to Matrix within 5 days of acceptance by Matrix of the Client’s purchase order, and the balance of the Contract price shall be paid by the Client to Matrix prior to delivery, unless and until such time as Matrix agrees a credit limit with the Client in writing. Matrix reserves the right to suspend the provision of Goods to the Client under any Contract where any amounts are overdue under any contract with the Client to Matrix HK or Matrix UK or any other group entity of Matrix in respect of any other contract, until all such amounts have been paid. Matrix shall carry out appropriate credit checks on the Client prior to agreeing any credit limit with the Client. Any credit limit allowed to the Client may be changed or withdrawn at any time by Matrix.

4.4 Interest is payable on overdue accounts at the rate of 3% over HSBC PLC’s UK base rate from time to time to run.

5. DELIVERY AND PACKAGING

5.1 Delivery dates or production lead-times mentioned in any Quotation or Term Sheet or purchase order acceptance communication or elsewhere are approximate only. Matrix shall use its reasonable endeavours to meet any such delivery dates or production lead-times. Time for delivery is not of the essence of a Contract.

5.2 Delivery shall be in accordance with the relevant Incoterms stated in the Quotation or Term Sheet unless otherwise agreed by Matrix in writing.

5.3 If the Client refuses or fails to take delivery of Goods tendered in accordance with the Contract or fails to take any action necessary on its part for delivery of the Goods, Matrix is entitled to terminate the Contract with immediate effect; to dispose of the Goods as Matrix may determine if the Goods are not collected within 30 days of being made available for collection, and to recover from the Client any loss and additional reasonable costs incurred as a result of such refusal or failure (including, without limitation, payment of the original invoice and storage costs from the due date of delivery).

6. RISK AND TITLE

6.1 The risk in the Goods shall be according to the relevant Incoterms stated in the Quotation or Term Sheet, unless otherwise agreed by Matrix in writing. Notwithstanding delivery and passing of risk, the Goods remain the property of Matrix until the Client pays to Matrix the agreed price for the Goods (together with any accrued interest) in full and cleared funds and all other amounts owed by the Client to Matrix UK or Matrix HK in respect of any other Contract.

6.2 The Client grants an irrevocable right and licence to Matrix and its employees and agents to enter the Client's premises with or without vehicles during normal business hours for the purpose of inspecting and/or repossessing goods to which it has retained title. Notwithstanding the provisions of this Condition 6 Matrix may: (i) bring an action against the Client for the price of the Goods in the event of non-payment by the Client by the due date even though property in the Goods has not passed to the Client; or (ii) by notice to the Client at any time after property in the Goods passes to the Client with effect from the date of the notice.

7. WARRANTY AND LIABILITY

7.1 Matrix warrants that the Goods will prior to delivery be subject to an agreed final random inspection based on Acceptable Quality Levels (AQL) General Inspection Level II (2.5 Major and 4.0 Minor) carried out by or on behalf of Matrix to ensure the Goods are in accordance with the approval sample of the relevant Good. The Client shall be responsible for ensuring that the Goods comply with any laws, rules or regulations within the territories in which the Client requires Matrix to import or arrange for the importation of the Goods and in which the Client intends to sell the Goods.

7.2 All conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the Goods are excluded, except as expressly set out in these Conditions.

7.3 Matrix is not liable for: (i) a defect in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or an act, neglect or default of the Client or a third party; or (ii) a defect in the Goods where the Goods have been manufactured by Matrix in accordance with the Designs of the Client. Matrix is not liable to the Client, whether for negligence, breach of contract, misrepresentation or otherwise, for loss of profit or goodwill incurred by the Client, indirect or consequential loss incurred by the Client; or loss or damage incurred by the Client as a result of third party claims.

7.4 The entire liability of Matrix under or in connection with the supply of the Goods, whether for negligence, breach of contract, misrepresentation or otherwise, is limited to the net price invoiced to and paid by the Client to Matrix for the defective, damaged or undelivered Goods which give rise to such liability.

7.5 Nothing in these Conditions shall operate to exclude or restrict Matrix’s liability for: (i) death or personal injury resulting from negligence; (ii) breach of the obligations arising from section 12 of the Sale of Goods Act 1979; and/or (iii) fraud.

8. INTELLECTUAL PROPERTY

8.1 All drawings, designs, specifications and information (“Designs”) submitted by the Client to Matrix shall be treated as confidential and shall not be disclosed to any third party, save as required for the fulfilment of a Contract, without the Client's written consent.

8.2 Matrix accepts no responsibility for any errors, omissions or other defects in any Designs provided by the Client. The Client shall indemnify Matrix against each loss, liability and cost which Matrix incurs arising from the use of the Designs and/or the production and/or supply of the Goods from the Designs (including, without limitation, third party intellectual property claims).

8.3 All drawings, designs, specifications and information submitted by Matrix to the Client shall be treated as confidential and shall not be disclosed to any third party, save as required for the fulfilment of a Contract, without Matrix’s written consent.

9. CONFIDENTIALITY

9.1 Each party shall keep in strict confidence the Confidential Information of the other party and, in addition, shall make every effort to prevent the use or disclosure of the other party’s Confidential Information.

9.2 Neither party shall disclose the Confidential Information to any other person without the other party’s prior written consent, except each party may disclose the Confidential Information to such of its employees and professional advisors as need to know for the purpose of discharging its obligations under the Contract (subject to equivalent obligations of confidentiality).

9.3 Each party shall ensure that each person to whom any Confidential Information is disclosed pursuant to Condition 9.2 complies with the terms of these Conditions as if that person was a party to the Contract.

9.4 In order to maintain the confidentiality attaching to the Confidential Information, each party shall (i) make copies of the Confidential Information only to the extent that the same is strictly required for the purposes of its evaluation; and (ii) on request of the other party made at any time shall deliver up to that party all documents and other material in its possession custody or control that bear or incorporate any part of the Confidential Information.

9.5 This Condition 9 shall apply during the continuance of any Contract and for a period of 5 years after the fulfilment of the last contract between Matrix and the Client.

10. LICENCES AND CONSENTS

10.1 The Client shall not, without the prior written consent of Matrix, either alone or jointly with, through or on behalf of any person, directly or indirectly, seek to contract with or engage any person who has been contracted with or engaged by Matrix to manufacture, assemble, supply or deliver products, goods, moulds, materials or services in connection with the Client. The Client may undertake audits of and visits to such persons on reasonable prior written notice to Matrix, but for the avoidance of doubt the Client may not deal directly with such persons for any other purpose except through Matrix. This Condition 10.1 shall apply during the continuance of any Contract and for a period of 2 years after the date of fulfilment of the last Contract between Matrix and the Client. This Condition 10.1 seeks to protect the legitimate business interests of Matrix. For the awareness of the Client, Matrix intends to actively pursue all injunctive and contractual remedies (including, without limitation, damages for loss of profits or otherwise) available to it should a Client breach this Condition 10.1.

10.2 The Client shall not, without the prior written consent of Matrix, either alone or jointly with, through or on behalf of any person, directly or indirectly: (i) provide services to, seek to contract with or solicit any individual, partnership, firm, company, corporation, business division or other entity to whom Matrix has supplied goods; or (ii) offer to employ, engage or otherwise endeavour to entice away from Matrix anyone employed or engaged by Matrix. This Condition 10.2 shall apply during the continuance of any Contract and for a period of 12 months after the date of fulfilment of the last Contract between Matrix and the Client. This Condition 10.2 seeks to protect the legitimate business interests of Matrix.

10.3 If any restriction in Conditions 10.1 and 10.2 shall be found to be unenforceable but would be valid if any part of it were deleted or the period or area of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective.

10.4 If a licence, permit or consent of any government or other authority is required for the acquisition, carriage, use or sale of the Goods by the Client, the Client shall obtain all such necessary licences, permits or consent at its own expense. Matrix is not responsible for obtaining any such licences, permits or consents or for ensuring that the Goods comply with any applicable laws or regulations, which shall all be the responsibility of the Client.

11. TERMINATION

11.1 On or at any time after the occurrence of any of the events in Condition 11.2, Matrix may: (i) suspend further deliveries to the Client; (ii) exercise its rights under Condition 6; or (iii) terminate any Contract with the Client with immediate effect by written notice to the Client.

11.2 The events are: (i) the Client being in breach of an obligation under a Contract with Matrix; (ii) the winding up, making of an administration order, insolvency, appointment of a receiver, arrangement with its creditors in respect of the Client; (iii) the Client being acquired by any third party (being the acquisition of greater than 50% of the shares or voting rights in the Client); or (iv) the Client being in breach of Conditions 10.1 or 10.2 during the continuance of a Contract.

11.3 Upon termination of a Contract any indebtedness of the Client to Matrix becomes immediately due and payable and Matrix is relieved of any further obligation to supply Goods to the Client pursuant to that Contract.

11.4 On termination of a Contract (however arising) the accrued rights and liabilities of the parties as at termination, and Conditions 10.1 to 10.3, shall survive and continue in full force and effect:

12. GENERAL

12.1 These Conditions and any document referred to herein (including, without limitation, a Quotation or Term Sheet, order and acceptance of order) represent the entire agreement of the parties.

12.2 Matrix UK or Matrix HK, in signing the Agreement, contracts for itself and as agent for the other and either Matrix UK or Matrix HK may enforce a Contract.

12.3 If Matrix is prevented, hindered or delayed from or in supplying the Goods in accordance with these Conditions by a force majeure event beyond the reasonable control of Matrix, Matrix’s obligations shall be suspended until such time as the force majeure event ceases.

12.4 The Client may not assign any of its rights or obligations under a Contract without first having obtained Matrix's written consent.

12.5 The invalidity, illegality or unenforceability of the whole or part of a Condition does not affect or impair the continuation in force of the remainder of these Conditions.

12.6 The failure by Matrix to exercise or delay by Matrix in exercising a right or remedy provided by a Contract or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

12.7 No person other than a party to a Contract, Matrix UK or Matrix HK (and in all cases any successor or assignee) has a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

A Contract is governed by English law and the courts of England have exclusive jurisdiction.