Italian Club Venture Limited
Registered in Hong Kong SAR
Effective Date: January 2025
Version 1.0
This Credit Terms and Conditions document ("Agreement") sets forth the terms under which Italian Club Venture Limited ("Company", "We", "Us") may extend credit facilities to approved business customers ("Customer", "You", "Your") for the purchase of goods and services.
1.1. The Company may, at its sole discretion, grant credit facilities to approved business customers following satisfactory completion of a credit application and assessment process.
1.2. The grant of credit facilities does not constitute an obligation to supply goods and remains subject to availability and the Company's acceptance of individual orders.
1.3. The Company reserves the right to modify, suspend, or withdraw credit facilities at any time without prior notice, particularly in cases of payment default or material adverse change in the Customer's financial position.
2.1. Standard Payment Terms: Net 30 days from the date of invoice.
2.2. Monthly Statements: Statements will be issued within the first three (3) business days of each month, detailing all transactions from the previous month.
2.3. Payment Due Date: Unless otherwise agreed in writing, payment for all invoices from the previous month is due by the 10th day of the current month.
2.4. Currency: All amounts are payable in Hong Kong Dollars (HKD) unless otherwise specified on the invoice.
2.5. Payment Methods: Payment may be made by bank transfer, cheque, or other methods as agreed in writing by the Company.
3.1. Interest on Overdue Amounts: Any amount not paid by the due date shall accrue interest at the rate of ONE PERCENT (1%) PER MONTH (12% per annum) from the due date until the date of actual payment.
3.2. Calculation Method: Interest shall be calculated on a daily basis and compounded monthly. The interest calculation shall commence from the day immediately following the due date.
3.3. Additional Late Payment Fees: In addition to interest charges, the Company may impose a late payment administrative fee of HKD 500 for each overdue invoice exceeding 30 days past due.
3.4. Maximum Rate: The interest rate specified herein represents the maximum permissible rate under Hong Kong law and applicable regulations.
3.5. Collection Costs: The Customer shall be responsible for all reasonable costs incurred by the Company in collecting overdue amounts, including but not limited to legal fees, collection agency fees, and court costs.
4.1. Credit Limit: The Company will establish a credit limit for each Customer based on creditworthiness assessment. This limit represents the maximum outstanding balance permitted at any time.
4.2. Periodic Review: Credit limits are subject to review at least annually, or more frequently at the Company's discretion based on payment history and financial circumstances.
4.3. Modification of Limit: The Company may reduce or suspend the credit limit at any time if the Customer's creditworthiness deteriorates or payment obligations are not met punctually.
4.4. Temporary Increases: Any temporary increase to the established credit limit requires prior written approval from the Company's credit department.
4.5. Exceeding Limit: Orders that would cause the Customer to exceed their credit limit may be refused or held pending payment to reduce the outstanding balance.
5.1. Personal Guarantees: The Company may require personal guarantees from directors, partners, or beneficial owners as a condition of granting credit facilities.
5.2. Additional Security: The Company reserves the right to request additional security, including bank guarantees or letters of credit, if the Customer's financial circumstances change or if the outstanding balance warrants such measures.
5.3. Cross-Default: Default under this Agreement shall constitute an event of default under any other credit facilities extended by the Company or its affiliated entities.
6.1. Events of Default: The following shall constitute events of default:
6.2. Acceleration: Upon the occurrence of an event of default, all outstanding amounts shall immediately become due and payable without further notice.
6.3. Suspension of Supply: The Company may immediately suspend further deliveries and cancel unfulfilled orders upon occurrence of an event of default.
6.4. Legal Action: The Company may pursue all available legal remedies, including but not limited to debt collection proceedings, without prejudice to any other rights.
7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China.
7.2. Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong SAR for any dispute arising out of or in connection with this Agreement.
7.3. Regulatory Compliance: This Agreement is subject to compliance with the Companies Ordinance (Cap. 622), the Sale of Goods Ordinance (Cap. 26), and all other applicable Hong Kong legislation.
8.1. Business Registration: Customers must provide a valid Hong Kong Business Registration Certificate as part of the credit application process.
8.2. Identity Verification: The authorized signatory must provide their Hong Kong Permanent Identity Card number for verification purposes.
8.3. Banking Details: Valid Hong Kong bank account details must be provided and verified.
8.4. Trade References: The Company may request trade references or credit reports from recognized credit bureaus as part of the assessment process.
8.5. Financial Statements: The Company reserves the right to request audited or unaudited financial statements to assess ongoing creditworthiness.
9.1. The Customer represents and warrants that:
9.2. Continuing Obligation: The Customer shall notify the Company in writing within seven (7) days of any material change in circumstances, including but not limited to changes in ownership, control, financial position, or the occurrence of any event of default.
10.1. Personal Data: The Company will collect, use, and process personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) ("PDPO").
10.2. Purpose of Collection: Personal data is collected for the purposes of credit assessment, account management, debt collection, and compliance with legal obligations.
10.3. Disclosure: The Company may disclose personal data to credit bureaus, debt collection agencies, legal advisors, and other third parties as necessary for the purposes stated above.
10.4. Credit Reporting: The Customer consents to the Company reporting credit information to credit reference agencies and obtaining credit reports for assessment purposes.
10.5. Data Rights: Customers have the right to access and correct their personal data as provided under the PDPO.
11.1. Termination by Notice: Either party may terminate this credit arrangement by giving thirty (30) days' written notice to the other party.
11.2. Immediate Termination: The Company may terminate immediately upon occurrence of an event of default without prior notice.
11.3. Effect of Termination: Upon termination, all outstanding amounts shall become immediately due and payable. Unfulfilled orders shall be cancelled unless otherwise agreed.
11.4. Survival: The provisions relating to payment, interest charges, governing law, and dispute resolution shall survive termination of this Agreement.
12.1. Amendments: No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.
12.2. Waiver: No failure or delay by the Company in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise preclude further exercise.
12.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force.
12.4. Assignment: The Company may assign or transfer its rights under this Agreement. The Customer may not assign without prior written consent.
12.5. Force Majeure: Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including but not limited to acts of God, war, terrorism, government action, or pandemic.
12.6. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding credit facilities and supersedes all prior negotiations and understandings.
12.7. Notices: All notices shall be in writing and deemed served when delivered by hand, email, or registered post to the addresses specified in the credit application.
By submitting a credit application and accepting these terms, you acknowledge that you have read, understood, and agree to be bound by all provisions of this Credit Terms and Conditions document. You confirm that you have the authority to bind your organization to these terms and that all information provided is accurate and complete.
This document shall be deemed accepted upon submission of the credit application form with digital acceptance, which constitutes a legally binding electronic signature under the Electronic Transactions Ordinance (Cap. 553).
© 2025 Italian Club Venture Limited. All rights reserved.
For questions regarding these terms, please contact our Credit Department.
