Particulars of Sale

Terms and Conditions for Vehicle Purchase
(Extracted from the Sales Contract; subject to the final signed contract)

DEFINITIONS

“We / Seller” refers to Fu Chong Motors (Hong Kong) Company Limited or Fu Chong Motors (Macau) Company Limited (as the case may be), an affiliate of Zung Fu Company Limited, General Distributor and Retailer of smart vehicles in Hong Kong and Macau respectively.
“Buyer” means any person who enters into the vehicle purchase contract
Price means the vehicle price stated in the vehicle purchase contract and is inclusive of First Registration Tax
Vehicle refers to the Buyer’s chosen new smart vehicle
Contract means the contractual agreement relating to the purchase of a Vehicle which has been concluded between the Seller and Buyer and to which the below Terms and Conditions apply.

1. PAYMENT OF PRICE

In consideration of the Seller entering into this Contract, the Buyer will pay the Price to the Seller as follows:
1. forthwith on accepting this Contract, a deposit being 10% of the Price, or such other amount as agreed between the Buyer and the Seller; and
2. within seven (7) days of notification by the Seller that the Vehicle is ready for registration and delivery, the balance of the Price less any trade in value and other sums due to the Seller under this Contract.
The deposits paid shall be credited to the Buyer as part of the Price, but shall not, except as expressly provided in this Contract, be refundable to the Buyer.
The Seller shall be entitled to recover the Price and all other sums due to it under this Contract notwithstanding that the title to the Vehicle has not passed to the Buyer from the Seller in accordance with Condition 3.
The Buyer shall pay to the Seller interest on all overdue amounts payable under this Contract at the rate of 1.5% per month from the due date until payment thereof is received by the Seller.
In the event of the Buyer failing to pay all sums due from the Buyer to the Seller under this Contract and/or to take delivery of the Vehicle, without prejudice to any of the Seller's rights hereunder, the Seller shall be at liberty on its own account to sell or otherwise deal with and dispose of the Vehicle in such manner as it may deem fit, and the Buyer shall be liable for all losses and expenses that the Seller may incur thereby and the deposits paid will be forfeited. The Buyer hereby irrevocably authorizes the Seller to take all such actions and to execute all such documents as may be necessary or desirable in the opinion of the Seller to register the Vehicle in the Seller's own name or the name of any other person with the Transport Department or any other relevant authority and to effect such transfer.
Where payment of any sum is made by the Buyer to the Seller by cheque, such sum shall not be deemed to have been paid to and received by the Seller until the cheque has cleared and the sum thereof has been credited to the bank account of the Seller.

2. WARRANTIES

Save as provided under Condition 2.2, the Vehicle and all parts thereof (save and except for wear and tear items) are sold subject to the Manufacturer's world-wide warranty ("Manufacturer's Warranty") for a period lasting until the earlier of (i) thirty-six (36) months from the date of first registration, or (ii) up to a driven mileage distance 60,000km, and, if an addendum is attached, to the terms of the Extended Warranty and Service Plan set out therein, and in accordance with Manufacturer's specification at the date of manufacture of the Vehicle.
The high-voltage battery fitted is subject to the Manufacturer’s Warranty for a period lasting until the earlier of (i) eight (8) years from the date of delivery or first registration (the earlier date shall apply), or (ii) up to a driven mileage distance 160,000km, provided that all maintenance work has been carried out in accordance with Manufacturer’s specifications. Natural wear and tear of battery is not covered under the Manufacturer’s Warranty.
The Manufacturer's Warranty shall be limited to either the repair or the replacement, free of charge of material and labour costs, of any defective parts (save and except for wear and tear items). Any vehicle damage, or damage to a part thereof, due to or resulting from lack of proper regular maintenance, misuse, negligent or improper handling, storage or transport by the Buyer and/or due to external factor(s) beyond the control of the Seller/Manufacturer, is excluded from the Manufacturer's Warranty. All claims under the Manufacturer's Warranty shall be subject to examination by the Manufacturer.
The Manufacturer’s Warranty does not cover the cost of any repairs, adjustments, rectifications, parts replacement, or other services in respect of a (i) a vehicle’s general appearance (e.g. corrosion or paint defects caused by or resulting from accidents, abuse, neglect, or improper maintenance); (ii) a vehicle’s normal noise and vibration (including, but not limited to, brake squeal, general knocks, creaks, rattles, and wind and road vibration); (iii) vehicle maintenance services; (iv) the installation or use of any non-genuine Manufacturer parts or accessories; or (v) any vehicle on which the odometer mileage reading has been altered or where its mileage cannot readily be ascertained.
The Manufacturer’s Warranty may prematurely expire if (i) the Vehicle has been altered by a third party or by installing into the Vehicle parts of other origin; (ii) the Buyer fails to observe the directives given by the Seller (including but not limited to Owner's Manual and the maintenance booklets) concerning the proper handling and maintenance of the Vehicle; (iii) the Vehicle is not used for its intended normal purpose.
No other warranties express or implied (insofar as exclusion of implied warranties as may be permitted by law) have been or are made by the Seller.
By entering into this Contract, the Buyer confirms that he/she/it is legally and beneficially entitled to enter into this Contract on his/her/its own behalf.
Upon the acceptance of the Vehicle, the Buyer confirms that the Vehicle is fit for the purposes for which he/she/it requires.
Upon acceptance of the Vehicle, the Buyer also confirms that the Vehicle is of merchantable quality.
The Buyer agrees and acknowledges that his/her/its only remedy under this Contract is strictly limited to free repairs or replacement of defective parts as provided under the Manufacturer's Warranty.
Save as provided in this Condition 2, all other claims, in particular claims for cancellation of order, replacement vehicle, reduction in price, or damages, are excluded.
No servant or agent of the Seller has any authority to make any warranty in addition to the ones contained in this Contract or the addendum attached (if any) or any variation to the terms of this Contract or the addendum attached (if any) unless such variation is agreed in writing by the Seller.
Without prejudice to the generality of the forgoing, no warranty is given that any anti-theft warning system supplied by the Seller with the Vehicle will prevent theft or attempted theft of the Vehicle and the Seller shall not be liable to the Buyer for any loss or damage incurred by the Buyer as a result of the theft or attempted theft of the Vehicle.
The Manufacturer’s Warranty is subject to guidelines, interpretations, revisions and updates as may be issued by the Manufacturer from time to time and published on www.hk.smart.com/warranty/, which shall automatically form part of this Contract. Such guidelines, interpretations, revisions and updates shall prevail if they are inconsistent with the terms relating to the Manufacturer’s Warranty provided in this Contract.

3. RISK AND TITLE

The risk in the Vehicle shall pass to the Buyer on delivery but the title to the Vehicle shall remain with the Seller until the full amount of the Price together with all other sums due to the Seller under this Contract have been received by the Seller, and the Buyer has complied with all outstanding obligations under this Contract.
In the event that the Seller agrees to allow the Buyer to have possession of the Vehicle prior to title thereto having passed to the Buyer, until the title to the Vehicle passes to the Buyer in accordance with Condition 3.1, the Buyer shall hold the Vehicle as bailee for the Seller and shall :-
1. deliver up the Vehicle to the Seller upon request. Without prejudice to any other remedy of the Seller hereunder, if the Buyer fails to do so then the Seller and any person authorized by the Seller may enter upon any premises owned, occupied or controlled by the Buyer or other premises where the Vehicle is situated and repossess the Vehicle;
2. keep the Vehicle in good and serviceable conditions (fair wear and tear excepted) and not remove any parts or equipment therefrom;
3. keep the Vehicle at all times in his possession and control and not remove the same or any part thereof from Hong Kong without the written consent of the Seller;
4. notify the Seller of any change in the Buyer's address and upon request by the Seller inform the Seller of the whereabouts of the Vehicle;
5. insure the Vehicle and keep the same insured against "all risks" to the full replacement value thereof with a reputable insurance company under a comprehensive policy of insurance in the name of the Seller;
6. keep the Vehicle free from any encumbrance, distress, execution or other legal process;
7. indemnify the Seller on demand against any breach of Condition 3.2, any loss of or damage to the Vehicle howsoever caused and all losses, costs and expenses (including legal costs on a full indemnity basis) incurred by or on behalf of the Seller in enforcing the provisions of this Contract.
In the event that the Vehicle is repossessed by or otherwise in the possession of the Seller, the Seller shall not be liable for the loss of or damage to the Vehicle or any article or property (whether belonging to the Buyer or otherwise) left in or attached to the Vehicle, howsoever caused.
In the event that the Vehicle is repossessed according to relevant laws or under this Contract, any article or property attached to the Vehicle may be sold or otherwise disposed of by the Seller within one (1) month of notice on the Buyer of the Seller's intention to sell unless such article or property shall have been previously collected by the Buyer, and the net proceeds shall be credited to the Buyer against any liability of the Buyer to the Seller and any excess remaining after settlement of such liability shall be paid to the Buyer. The Buyer shall indemnify the Seller on demand against any claims by a third party to any article or property so sold in which such third party has or claims an interest.

4. DELIVERY

Subject to Condition 4.2, the Buyer will pay the balance of the Price in accordance with Condition 1.1(b) and take delivery of the Vehicle at the premises of the Seller within ten (10) days from the date of notification by the Seller that the Vehicle has been licensed by and registered with the Transport Department in Hong Kong and is ready for delivery. Time shall be of the essence in this regard.
The Buyer shall not be required to take delivery of the Vehicle in the event that it is tendered for delivery more than eighteen (18) months after the date of this Contract. The Buyer acknowledges that the delivery date specified herein is approximate only and the Seller will not be liable for any loss or damage caused by postponement of the delivery date.
In the event of non compliance with Condition 4.1, the Buyer shall be deemed to have repudiated this Contract and the Seller, without prejudice to any other remedy of the Seller hereunder, shall be entitled to thereupon forfeit any sum paid to it by the Buyer as compensation for the loss and damage which will be suffered by the Seller.
In the event that the Seller agrees to deliver the Vehicle to the Buyer at any place other than the premises of the Seller, such delivery shall be at the sole risk of the Buyer.
The Seller's staff, while driving or handling the Vehicle shall for the purpose of this Contract, whilst so engaged, be the agents of the Buyer, and the Seller shall not be responsible for anything which may result or occur whilst so engaged (other than death or personal injury caused by the negligence of such staff).
Notwithstanding anything herein contained, the Seller shall not be bound to deliver the Vehicle or the registration documents in respect thereof before the Price and all other sums due from the Buyer to the Seller under this Contract have been paid in full and received by the Seller, and the Buyer has complied with all outstanding obligations under this Contract (including the signing and return to the Seller of the acknowledgment referred to in Condition 5.1).
Before delivery, the Seller shall have the right to carry out works to the Vehicle (at the Seller's costs) as may be deemed necessary by the Manufacturer to put the Vehicle into a deliverable state. The Buyer shall not be entitled to refuse delivery of the Vehicle solely for the reason that such pre-delivery works might have been carried out.

5. ACCEPTANCE

Before delivery the Buyer shall have the right to inspect the Vehicle and upon acceptance shall sign and deliver to the Seller an acknowledgment in the form required by the Seller that the Vehicle conforms in all respects to the Vehicle Specifications
In the event that the Buyer takes delivery of the Vehicle, the Buyer shall be deemed to have accepted the Vehicle in all respects and the Buyer shall not be entitled to thereafter reject the Vehicle on the grounds that it does not conform to this Contract or otherwise. The Seller shall not be liable for any claim in respect of the Vehicle or under this Contract after the Buyer has taken delivery of the Vehicle save insofar as any claim may be admitted under the Manufacturer's Warranty or the Extended Warranty and Service Plan contained in the addendum attached (if any).

6. REGISTRATION AND LICENSING

The Buyer hereby irrevocably authorizes the Seller to attend to all matters relating to and in connection with the registration, licencing or insurance of the Vehicle, and the Buyer shall be responsible for the payment of the licence fee, transfer fee, insurance premium, first registration tax and all other fees and taxes payable in respect thereof as at the date of delivery or registration (as the case may be). Save as provided in Condition 1.4, the Vehicle shall not be registered with the Transport Department in any name other than that of the Buyer without the prior written consent of the Seller

7. ADJUSTMENT TO PRICE/VEHICLE SPECIFICATIONS

If for any reason whatsoever :-
1. the Manufacturer of the Vehicle makes any changes to the Vehicle specifications, model name or number, or to the equipment supplied with the Vehicle, or discontinues the production of the model comprising the Vehicle or any features thereof, or in the Seller's sole discretion it is deemed impracticable for the Seller to deliver the Vehicle to Hong Kong and if in any of these cases, the Seller elects (without prejudice to Condition 8) to deliver to the Buyer the currently available model which is the Manufacturer's designated successor to or replacement for the Vehicle or the relevant feature thereof or is in the opinion of the Seller closest in line to the model comprising the Vehicle or the relevant feature thereof (the "Replacement Vehicle"); or
2. there is an increase in the cost of the Vehicle to the Seller prior to delivery as determined by the Manufacturer or as a result of increase in the Seller's cost of sale including without limitation increase in freight rates, insurance premium etc. but excluding items governed by Condition 7.4;

the Seller shall not thereby incur any liability to the Buyer who shall have no claims against the Seller whatsoever and the Buyer shall also be bound to take delivery of the Replacement Vehicle in the case described in paragraph (a) above or the Vehicle in the case described in paragraph (b) above, and in both cases pay the price therefor including any increase of price provided that any such increase of price should not be more than 10% of the Price and provided also that in the case of a Replacement Vehicle, the same shall be available for delivery to the Buyer within eighteen (18) months of the date of this Contract.
In the event of an increase in price in the circumstances described in the preceding paragraph by more than 10% of the Price, the Seller shall notify the Buyer in writing of the applicable adjustment in Price, whereupon the Buyer shall have the right to accept or reject such adjustment in Price within seven (7) days of the Seller's notification. If the Seller does not receive Buyer's notice rejecting the adjustment in Price within such period, the Buyer shall be deemed to have accepted such adjustment and shall be bound to take delivery of the Vehicle or Replacement Vehicle (as the case may be) and to pay the Price as adjusted. If the Seller receives the Buyer's notice rejecting the adjustment in Price within such period, the Seller shall have the right to refuse to deliver the Vehicle or the Replacement Vehicle (as the case may be) whereupon this Contract is rescinded and all deposits or other amounts paid by the Buyer pursuant to this Contract shall be refunded to the Buyer without interest. For the purpose of this Condition 7.1, the calculation of any adjustment in Price shall not take into account any FRT (as defined below) payable.

The purchase of the Vehicle is subject to the payment of all First Registration Tax (“FRT”) or any increase over the existing rates , annual license fees, insurance premium and hire purchase interest, at the time of registration of the vehicle which shall be paid by the Buyer. Seller shall bear no responsibility howsoever. Any FRT adjustment or increase due to delays in shipment, customs clearance or administrative procedures shall be on account of Buyer only. Seller reserves the right to take legal action without further notice if Buyer does not comply with this provision.
Buyer shall have the right to cancel the order within seven (7) days of the Seller's notification upon any increase in the Price due to the expiration of, or amendment to, the current "One-for-one Replacement" Scheme. If the Seller does not receive Buyer's notice to cancel the order within such period, the Buyer shall be deemed to have accepted such adjustment and shall be bound to take delivery of the Vehicle in accordance with the terms of this Contract. If the Seller receives the Buyer's notice to cancel the order within such period, the Seller shall have the right to refuse to deliver the Vehicle whereupon this Contract is rescinded and all deposits or other amounts paid by the Buyer pursuant to this Contract shall be refunded to the Buyer without interest.
In the event of any force majeure events such as war, outbreak of terrorism, acts of government, variations in FRT or other taxes or fees payable, strikes, currency exchange fluctuations, change in the Manufacturer's current landed value of the Vehicle or any other similar circumstances beyond the control of the Seller resulting in any increase in the cost to the Seller of the Vehicle, the Seller shall be entitled to adjust the final amount payable by the Buyer as a consequence of such change in circumstance and the Buyer shall be bound to take delivery of the Vehicle and pay the adjusted Price therefor.

8. RESCISSION

Notwithstanding the provisions of Condition 7 or any other relevant provisions of this Contract, the Seller may at its option serve notice to the Buyer and tender refund to the Buyer of all sums received by the Seller from the Buyer under this Contract without interest whereupon and in consideration of which this Contract shall be rescinded :
1. if any of the circumstances specified in Condition 7 has occurred;
2. the Seller deems that delivery of the Vehicle to the Buyer would be likely to adversely affect the Seller's relationship with the Manufacturer of the Vehicle or to jeopardize in any way the continued retention by the Seller of the agency franchise it holds from the Manufacturer of the Vehicle;
3. the Seller is prevented from carrying out its obligations under this Contract for more than eighteen (18) months as a result of any of the following reasons:
  1. transportation shortages, strikes, inadequate supply or interruptions in the supply of spare parts, equipment, materials or energy;
  2. compliance with any law, ruling, order, regulations, requirement or instruction of any governmental authority (other than an order, requirement or instruction arising from the violation of any law);
  3. natural disasters, including fire, flood, landslip or windstorm; or
  4. acts of unrest, acts of terrorism, or acts of any sovereign power, including war, or
  5. any other similar force majeure events beyond the reasonable control of the Seller.
4. The Vehicle is not available for delivery to the Buyer within eighteen (18) months of the date of this Contract for whatever reason.
The Seller shall not be liable for any loss or damage arising from any rescission pursuant to this Condition 8 and the Buyer shall have no claim whatsoever against the Seller in such event.

9. TRADE-IN VEHICLES

In the event that the Seller has accepted the trade-in of a used vehicle by the Buyer : -

The Buyer guarantees that it will transfer to the Seller clear title to the used vehicle, free of all encumbrances whatsoever.
The Buyer shall deliver the used vehicle to the Seller in the same condition as when last inspected by the Seller, reasonable wear and tear excepted, together with the registration documents thereof and all documents necessary to transfer good title to the used vehicle to the Seller, duly signed by the registered owner thereof.
No responsibility or risk will be assumed by the Seller for the used vehicle until it has been actually delivered to it at its premises by the Buyer and registered in the Seller's name.
The trade-in value of the used vehicle will be determined by the Seller in its sole discretion and will (subject to the provisions of this Condition 9) only be applied toward the Buyer’s payment obligation under Condition 1.1(b).
The Seller reserves the right to adjust the trade-in value for a used vehicle upon its delivery to the Seller where there has been a change in the used car market or in the condition of the used vehicle (reasonable wear and tear excepted) since it was last inspected by the Seller.

10. CONTROL OF EXEMPTION CLAUSES ORDINANCE

In the case of any sale of a Vehicle to persons not "dealing as a consumer" as defined in section 4 of the Control of Exemption Clauses Ordinance (Cap 71 of the Laws of Hong Kong) :-

the Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this Contract;
in the event of breach of this Contract by the Seller the remedies of the Buyer shall be limited to damages and under no circumstances shall the aggregate liability of the Seller exceed the Price;
no liability (except liability in respect of death or personal injury resulting from the negligence of the Seller) shall attach to the Seller either in contract or in tort for loss injury or damage sustained by the Buyer or by any third party by reason of any defect in the Vehicle whether such defect be latent or apparent on examination and the Seller shall not be liable to indemnify the Buyer in respect of any claim made against the Buyer by a third party for any such loss injury or damage; and
where the Buyer rejects any vehicle tendered by the Seller for delivery under this Contract then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of any such vehicle or any failure by the Seller to supply a vehicle which conforms to this Contract.

11. MISCELLANEOUS

The terms and conditions of this Contract and the addendum attached (if any) set out the entire agreement and understanding of the parties in relation to the transaction referred to herein and superseded all previous negotiations, understandings or agreements.
Other than as provided in Condition 7, no variation to this Contract or the addendum attached (if any) shall be effective unless recorded in writing and signed by both parties.
The Seller shall be entitled to assign the benefit of this Contract or any right or rights of the Seller hereunder. The Buyer shall not be entitled to sub-contract, transfer or assign the benefit of this Contract or any right or rights of the Buyer hereunder without the prior written consent of the Seller.
Any notice under this Contract shall be in writing and shall be properly served if sent by prepaid post to a party's address stated in this Contract or at a party's present or last known business or private address and (in the case of the Buyer) if there be none, to the address of the person registered with the appropriate Government Authorities as the owner of the Vehicle. A notice shall be deemed to have been served four (4) days following the posting thereof.
The Buyer may not withhold payment of any invoice or other sums due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any reason whatever.
A certificate signed by the manager of any office of the Seller as to the sums due from the Buyer under this Contract at the date of such certificate shall be prima facie evidence that the sums so certified were in fact due from the Buyer at the date of such certificate.
The Seller will be entitled to forfeit any sum paid to it by the Buyer as compensation for any loss or damage it may suffer as a result of any breach of any of the terms of this Contract by the Buyer, without prejudice to any other claims which the Seller may have against the Buyer in respect of any such breach.
Failure by any party hereto at any time or times to require performance of any terms of this Contract shall in no manner affect his right to enforce such terms at a later time. No waiver by any party hereto of the breach of any term contained in this Contract, whether by conduct or otherwise, in any one or more instances shall be deemed to be or be construed as a further or continuing waiver of any such breach or a waiver of any other term in this Contract.
In the event that any term or condition (or any part thereof) of this Contract is deemed illegal or unenforceable, the remainder of this Contract shall not be affected thereby and each term or condition (or any part thereof) shall be valid and enforceable to the fullest extent permitted by law.
In this Contract :-
1. "the Vehicle" shall include all additions and equipments thereto, and, unless the context otherwise requires, shall include the Replacement Vehicle which is the Manufacturer's designated successor to or replacement for the Vehicle or the relevant feature thereof or as is in the opinion of the Seller closest in line to the model comprising the Vehicle or the relevant feature thereof which is practicable for the Seller to obtain for delivery in Hong Kong, as described in Condition 7.1(a).
2. "Premises" shall include any vessel or ship.
3. "Price" shall mean the total price of the Vehicle (or the total indicative price, if applicable) as specified in the Buyer's vehicle order summary page; and where the context so admits, shall include the Price as adjusted in accordance with Condition 7.
In this Contract, the expression "Buyer" shall include a person or a company or two or more persons or companies together constituting the Buyer and the liability of such two or more persons or companies shall be joint and several. The term "Buyer" shall not include trustees or others claiming a beneficial interest beyond the named parties to this Contract.
The headings in this Contract are inserted for convenience only and shall be disregarded in the interpretation of this Contract.
The Seller reserves the right to cancel the order without Buyer's consent if the Seller has any reasonable grounds to believe that the Buyer intends to resell the Vehicle or place an order for potentially harmful purposes, including but not limited to, exporting the Vehicle to territories outside its first registered territory. The Seller also reserves the right to pursue legal actions and seek compensation for any losses incurred due to the aforementioned activities.
This Contract shall be governed by and construed according to the laws of the Hong Kong Special Administrative Region of the People's Republic of China. All disputes arising out of this Contract shall be subject to the exclusive jurisdiction of the Courts of the Hong Kong Special Administrative Region of the People's Republic of China.
A person who is not party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Ordinance (CAP. 623).

Remarks:

^*FRT of up to $287,500 is waived due to the current "One-for-one Replacement Scheme".
Buyer to note that the Vehicle may be delivered after the expiration or amendment of the current “One-for-One Replacement Scheme” (i.e., 31 March 2024), in which case the Buyer may not be able to enjoy the FRT waiver for this order. Please see condition 7.3 for the Buyer’s right to cancel the order under such circumstances.

IMPORTANT NOTE TO CUSTOMERS

You are strongly advised to carefully read the terms and conditions of this Contract and the addendum attached (if any) and should only accept the terms and conditions of this Contract when you are satisfied that you understand and agree with them. The terms and conditions of this Contract and the addendum attached (if any) set out the entire agreement and understanding between the Buyer and the Seller in relation to the transaction referred to herein and supersede all previous negotiations, understandings or agreements. No variation of this Contract or the addendum attached (if any) shall be effective unless recorded in writing and signed by the Seller and the Buyer.