Terms & Conditions

1About Samway Global Limited

Samway Global Limited (“Samway Global”, “we”, “us” or “our”) is a company incorporated in England and Wales.

Company Number: 17496452
Registered Office: 110 Aubrey Road, Small Heath, Birmingham, B10 9DF, United Kingdom
Website: samwayglobal.com
Email: [email protected]

Samway Global provides business-to-business (“B2B”) sourcing, procurement, supplier identification, commercial coordination and supply-chain support services.

2B2B Services

Our services are intended primarily for businesses, companies, organisations, wholesalers, distributors, retailers, importers and other commercial customers.

Unless expressly agreed otherwise in writing, Samway Global does not sell products as a consumer retailer and does not provide consumer retail services.

Where products are sourced from third-party manufacturers or suppliers, Samway Global acts as a sourcing and procurement intermediary and commercial coordinator unless a written agreement expressly states otherwise.

3Contractual Documents

A customer’s relationship with Samway Global may be governed by these Terms together with:

• a quotation
• purchase order
• order confirmation
• product specification
• sample approval
• pro forma invoice
• commercial invoice
• shipping documentation
• written sourcing agreement
• B2B Master Sourcing Agreement

Where there is a conflict between these Terms and a separate written commercial agreement signed by Samway Global and the customer, the signed commercial agreement will prevail to the extent of the conflict.

4Nature of Our Services

Samway Global may identify, communicate with, evaluate and coordinate with third-party manufacturers, factories, suppliers, logistics providers and inspection companies.

Unless expressly agreed in writing, Samway Global is not the manufacturer of goods supplied through its sourcing services.

Supplier selection is based on information, documentation, commercial discussions, samples, inspections and other due-diligence steps considered appropriate for the particular order. No supplier can be guaranteed to remain available, operational or commercially suitable throughout the relationship.

5Quotations

Quotations are based on the information available at the time they are issued.

Unless expressly stated otherwise, quotations may be subject to:

• supplier confirmation
• material costs
• production costs
• minimum order quantities
• packaging requirements
• exchange-rate fluctuations
• shipping and freight costs
• inspection costs
• taxes and duties
• changes in specifications
• availability of production capacity

A quotation does not constitute acceptance of an order unless expressly confirmed in writing by Samway Global.

6Product Specifications

Customers are responsible for providing accurate specifications, drawings, dimensions, materials, colours, packaging requirements, labelling requirements, quantities and destination-market requirements.

Samway Global is entitled to rely on information supplied by the customer.

Any change requested after supplier confirmation or commencement of production may result in additional costs, delays or cancellation charges.

7Samples and Approvals

Where samples are requested, customers must inspect and approve samples promptly.

A customer’s written approval of a sample, specification, artwork, packaging or production sample constitutes confirmation that the approved characteristics may be used for production.

Unless expressly agreed otherwise, minor commercially reasonable variations in colour, texture, dimensions, packaging or finish may occur due to manufacturing processes and raw materials.

8Customer Intellectual Property

Customers remain responsible for ensuring that designs, trademarks, logos, artwork, specifications, photographs, documents and other materials supplied to Samway Global may lawfully be used.

The customer grants Samway Global and relevant suppliers a limited right to use such materials solely to perform the agreed sourcing, manufacturing and supply services.

The customer shall indemnify Samway Global against third-party claims arising from alleged infringement caused by customer-provided materials, except to the extent caused by Samway Global’s own unlawful conduct.

9Orders and Contract Formation

An order becomes binding only when accepted by Samway Global in writing or otherwise confirmed through an applicable commercial document.

Samway Global may decline or suspend an order where:

• supplier availability is uncertain
• specifications are incomplete
• required payment has not been received
• compliance concerns arise
• the proposed transaction creates unacceptable legal or commercial risk
• circumstances outside Samway Global’s reasonable control prevent performance

10Deposits and Payment

Unless otherwise agreed in writing, orders may require an advance deposit before sourcing, supplier engagement, sampling, tooling, manufacturing or procurement activities commence.

Deposits may be non-refundable where Samway Global has incurred commitments, supplier costs, development costs, sourcing costs or other costs on behalf of the customer.

Payment terms stated in the applicable quotation, invoice or commercial agreement shall apply.

11Late Payment

If a customer fails to make payment when due, Samway Global may:

• suspend sourcing or production
• suspend shipment
• withhold documents
• cancel or terminate the relevant order
• recover reasonable collection costs
• charge interest to the extent permitted by applicable law and the applicable commercial agreement

Any contractual right to interest shall be without prejudice to other lawful remedies.

12Currency and Banking Costs

Unless otherwise agreed, prices may be denominated in Pounds Sterling (£) or another currency specified in the quotation.

The customer is responsible for its own bank charges, transfer fees, intermediary bank charges and foreign-exchange costs unless expressly agreed otherwise.

13Manufacturing

Manufacturing is performed by the selected third-party supplier unless Samway Global expressly confirms that it is acting as manufacturer.

Production will be based on the approved specification, sample, purchase order and applicable commercial documents.

Manufacturing lead times are estimates unless a firm delivery date is expressly guaranteed in writing.

14Quality Control and Inspection

Where applicable, Samway Global may arrange or coordinate pre-shipment inspection (“PSI”) through an independent inspection provider.

The scope of inspection shall depend on the inspection instructions agreed for the order.

Inspection is intended to provide a reasonable assessment of conformity at the time of inspection and does not constitute an absolute guarantee that every unit is free from every possible defect.

15Inspection Acceptance

Where a customer has agreed to a PSI process, the customer may be required to approve the inspection report before shipment.

A “Passed” inspection report or written customer approval may constitute acceptance for shipment purposes, subject to any express contractual rights concerning latent defects or other non-excludable legal rights.

16Shipping and Incoterms

Unless otherwise agreed, international shipments may be arranged on an applicable Incoterms® 2020 basis, including FOB where specified.

The applicable Incoterm shall be stated in the quotation, order confirmation or commercial agreement.

Responsibility for freight, insurance, export procedures, import procedures and other logistics obligations shall be allocated according to the applicable Incoterm and written commercial agreement.

17Import, Customs, Duties and Taxes

Unless expressly agreed otherwise, the customer is responsible for:

• import clearance
• customs duties
• tariffs
• VAT or equivalent taxes
• destination charges
• import licences
• product registrations
• customs compliance
• other destination-market requirements

18Delivery Times

Any estimated production or delivery date is an estimate unless expressly guaranteed in writing.

Samway Global is not responsible for delays caused by manufacturers, shipping lines, ports, customs authorities, freight forwarders, strikes, shortages, weather, government action or other events outside its reasonable control.

19Third-Party Suppliers

Samway Global may rely upon third-party manufacturers, factories, inspection companies, freight providers, agents and other service providers.

Unless expressly agreed otherwise, Samway Global does not guarantee the continued operation, financial position or future availability of any third-party supplier.

20Product Compliance

Customers are solely responsible for identifying, confirming, and complying with all UK destination-market requirements applicable to their intended sale or use of products. This includes, but is not limited to, ensuring compliance with UKCA marking, UK safety regulations, UK chemical/environmental restrictions, and UK packaging and labeling laws. The Customer acts as the importer of record unless expressly agreed otherwise in writing.

21Absolute Exclusion of Product Returns

Samway Global operates strictly as a business-to-business (B2B) supply chain service and sourcing intermediary. Because our procurement coordination services are legally completed and fully concluded at the immediate point when goods are handed over to the commercial carrier at the port of origin, Samway Global does not operate a physical returns system and will not accept product returns, stock handbacks, or physical cargo under any circumstances. All product defects or quality issues remain exclusively a matter between the Customer and the third-party manufacturer.

22Manufacturer Warranties

Where a manufacturer provides a warranty, Samway Global may pass the applicable warranty terms to the customer.

Unless expressly agreed otherwise, Samway Global does not provide an independent manufacturer’s warranty.

Any manufacturer warranty remains subject to the manufacturer’s own terms, exclusions and procedures.

23Confidentiality

Each party shall treat confidential commercial information received from the other party as confidential and shall not disclose it except where disclosure is necessary for performance of the contract, required by law or authorised in writing.

Confidential information may include pricing, supplier information, manufacturing information, customer information, specifications, designs, commercial strategies and business relationships.

24Non-Circumvention

Customers must not intentionally circumvent Samway Global in relation to suppliers, manufacturers, factories or commercial contacts introduced through Samway Global.

Where applicable, detailed non-circumvention obligations, including duration, protected relationships and contractual remedies, shall be governed by the separate B2B Master Sourcing Agreement or other signed commercial agreement.

The customer acknowledges that Samway Global invests substantial time, resources and commercial expertise in identifying and developing supplier relationships.

25Indemnity

To the extent permitted by law, the customer shall indemnify Samway Global against reasonable losses, claims, liabilities, costs and expenses arising from:

• customer-provided specifications or materials
• infringement caused by customer materials
• unlawful customer instructions
• misuse of products
• failure to obtain required destination-market approvals
• breach of the customer’s contractual obligations

This clause does not apply to the extent that the relevant loss was caused by Samway Global’s own breach, negligence or other liability which cannot lawfully be excluded.

26Limitation of Liability

Nothing in these Terms excludes or restricts liability which cannot lawfully be excluded or restricted.

To the maximum extent permitted by law, Samway Global shall not be liable for indirect or consequential loss, including loss of profit, revenue, anticipated savings, business, contracts, opportunity, goodwill or business interruption.

Samway Global shall not be responsible for acts or omissions of independent third parties except to the extent that liability arises from Samway Global’s own breach or other liability which cannot lawfully be excluded.

Where a separate written commercial agreement contains an agreed liability cap, that cap shall apply to the extent legally enforceable.

Nothing in this clause excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

27Force Majeure

Samway Global shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, government restrictions, sanctions, strikes, port disruption, shipping disruption, shortages, supplier failure, energy disruption, cyber incidents or telecommunications failures.

Where reasonably possible, Samway Global shall notify the customer and take commercially reasonable steps to mitigate the impact.

28Suspension

Samway Global may suspend services where:

• payment is overdue
• information required for performance has not been supplied
• compliance concerns arise
• the customer materially breaches its obligations
• continued performance would create material legal or commercial risk

29Termination

Either party may terminate an ongoing arrangement where the other party commits a material breach and fails to remedy it within a reasonable period after written notice, where remedy is possible.

Samway Global may terminate or suspend immediately where continued performance would be unlawful or would expose Samway Global to material legal, regulatory or commercial risk.

Termination does not affect accrued rights or payment obligations.

30Survival

Clauses concerning payment, confidentiality, intellectual property, non-circumvention, indemnity, liability, dispute resolution and any provisions intended by their nature to survive termination shall continue after termination.

31No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship or general agency relationship between Samway Global and the customer.

Neither party may represent that it has authority to bind the other unless expressly authorised.

32Assignment

The customer may not assign or transfer its rights or obligations without Samway Global’s prior written consent, except where otherwise permitted by applicable law.

Samway Global may assign or transfer its rights as part of a corporate restructuring, sale of business or transfer of the relevant commercial activity, subject to applicable law.

33Entire Agreement

The applicable written commercial documents constitute the agreement between the parties concerning the relevant transaction and supersede previous discussions concerning that transaction, except where expressly incorporated.

34Severability

If any provision is held to be invalid, unlawful or unenforceable, it shall be modified or severed only to the extent necessary, and the remaining provisions shall continue in effect.

35Waiver

A failure or delay by Samway Global to exercise a contractual right shall not constitute a waiver of that right.

36Notices

Formal notices should be sent to the applicable contact details stated in the relevant commercial agreement or, where no alternative details are specified, to:

Samway Global Limited
110 Aubrey Road
Small Heath
Birmingham
B10 9DF
United Kingdom

Email: [email protected]

37Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising from them shall be governed by the laws of England and Wales.

Subject to any mandatory applicable legal requirements, the courts of England and Wales shall have exclusive jurisdiction over disputes arising from these Terms.

38Contact