Terms and Conditions

Last Updated: 15 October 2026

These Terms and Conditions (“Terms”) govern access to and use of the PhantomCards website, customer accounts, quotations and confirmed orders, and the sale and delivery of products by PHANTONCARDSHK LTD, trading as PhantomCards (“PhantomCards,” “we,” “us” or “our”). The legal seller identified in each quotation and invoice must be that same entity.

By expressly agreeing to these Terms when creating an account, you agree to the provisions governing website and account use. These Terms will be provided or made accessible with each quotation before acceptance and form part of every confirmed order accepted in accordance with Section 5.

1. B2B (Business-to-Business) Sales

1.1 PhantomCards operates primarily as a supplier.

1.2 Unless expressly agreed otherwise in writing, products purchased from PhantomCards are supplied for commercial purposes, including resale, distribution or other business use.

1.3 By purchasing from us, you represent that you are acting in the course of a business and have authority to enter into the relevant transaction.

1.4 We may request reasonable information or documentation to verify your identity, business operations, resale activities, payment source, or compliance with applicable law.

2. Accounts

2.1 You are responsible for ensuring that all information provided when creating or maintaining an account is accurate and current.

2.2 You are responsible for maintaining the confidentiality of your login credentials and for activity conducted through your account.

2.3 You must notify us promptly if you believe your account has been compromised or used without authorization.

2.4 We may suspend, restrict or terminate an account where we reasonably believe that:

• (a) information supplied to us is inaccurate or misleading;
• (b) the account has been used fraudulently or unlawfully;
• (c) the customer presents an unacceptable payment, compliance, reputational or commercial risk;
• (d) these Terms have been breached; or
• (e) continuing the relationship would otherwise be inappropriate for legitimate business reasons.

3. Product Information

3.1 We make reasonable efforts to ensure that product descriptions, photographs, specifications and other information displayed on our website or in our catalogues are accurate.

3.2 Product photographs may be illustrative. Packaging, promotional markings, manufacturing variations and other minor details may differ between production runs.

3.3 Availability is subject to change and no product displayed on our website, catalogue or price list is guaranteed to remain available.

3.4 Website listings, catalogues, price lists and other product displays are invitations to submit an order or quotation request and do not themselves constitute binding offers by PhantomCards.

4. Pricing

4.1 Prices displayed in our catalogue, website, price lists or other sales materials are indicative estimates of prevailing spot pricing as of the date and time stated.

4.2 Our catalogue will generally identify the date on which pricing was last updated. Catalogue pricing is provided for reference only and does not constitute a binding offer by PhantomCards to sell any product at the displayed price.

4.3 Actual pricing may differ from catalogue pricing due to changes in market conditions, product availability, supplier pricing, exchange rates, freight costs or other relevant commercial factors.

4.4 Final pricing for a proposed purchase will be provided by PhantomCards after the customer submits an order form or other purchase request.

4.5 Unless otherwise expressly stated, all prices exclude taxes, duties, customs charges and other governmental charges for which the customer is responsible under the applicable shipping terms.

5. Order Requests, Quotations and Acceptance

5.1 A customer may submit an order form or other purchase request identifying the products and quantities it wishes to purchase.

5.2 Submission of an order form or purchase request does not create a binding obligation on either the customer or PhantomCards.

5.3 After reviewing an order request, PhantomCards may issue a quotation specifying the products, quantities, product language or market edition where relevant, pricing, currency, shipping terms, validity period, acceptance method, payment deadline and any other applicable commercial terms. A quotation must identify the legal seller and provide a copy of, or accessible link to, these Terms.

5.4 Each quotation will state its expiry date and time, including the applicable timezone. It remains valid only for that period, subject to clause 5.9.

5.5 To accept a quotation, the customer must expressly agree to the quotation and these Terms, without qualification, using the acceptance method specified in the quotation. Acceptance must be received by PhantomCards within the stated validity period. Silence, an automated acknowledgement or submission of an order request does not constitute acceptance.

5.6 If the customer does not accept the quotation before the stated expiry time, the quotation will automatically lapse and PhantomCards may issue revised pricing if the customer subsequently wishes to proceed.

5.7 A binding order (“confirmed order”) is formed when PhantomCards receives the customer’s acceptance of a valid quotation in accordance with clause 5.5. Any proposed change requires a revised quotation or PhantomCards’ express written agreement before it takes effect.

5.8 PhantomCards is not required to honor a quotation after its stated expiry time.

5.9 If product availability changes before acceptance, PhantomCards may withdraw or revise a quotation by notifying the customer before acceptance is received. Inventory is not reserved unless the quotation expressly states otherwise. After a confirmed order is formed, PhantomCards may not increase the agreed price merely because market prices have changed.

6. Payment

6.1 Payment must be made using a payment method approved by PhantomCards and within the timeframe specified in the accepted quotation, unless otherwise agreed in writing by both parties. Any payment deadline specified in a subsequent invoice shall not unilaterally vary the deadline agreed in the accepted quotation.

6.2 Unless otherwise agreed in writing, orders must be paid in full before dispatch.

6.3 Customers are responsible for bank charges, payment-processing charges, foreign-exchange charges and intermediary-bank charges incurred in connection with payment, unless otherwise expressly agreed.

6.4 Payment is not considered complete until cleared funds have been received by us.

6.5 We may withhold shipment while any amount due to us remains outstanding.

6.6 A customer may not set off, deduct or withhold amounts otherwise payable to PhantomCards except where required by applicable law.

6.7 If cleared payment is not received by the stated deadline, PhantomCards may suspend fulfillment and notify the customer of a final payment deadline. If payment remains outstanding at that deadline, we may cancel the unfulfilled portion of the confirmed order by written notice. We may recover reasonable, documented losses caused by the payment default, subject to our duty to mitigate and without double recovery. Any balance of payments received after deduction of amounts lawfully recoverable will be refunded.

6.8 Ownership of the products passes to the customer only after PhantomCards has received full cleared payment and the products have been identified to the confirmed order. Transfer of ownership does not determine when risk passes; risk is governed by Section 8.

7. Changes and Cancellations

7.1 Before a quotation is accepted, the customer may modify or withdraw its order request at any time.

7.2 If the customer changes the requested products or quantities before accepting a quotation, PhantomCards may issue a revised quotation reflecting the modified order.

7.3 Once the customer accepts a quotation, the resulting order is confirmed and may not be cancelled, reduced or modified without PhantomCards' prior written consent.

7.4 If PhantomCards agrees to a cancellation or modification after acceptance, any cancellation charge must be agreed in writing and reflect reasonable, documented costs or losses attributable to that cancellation or modification, including supplier commitments, payment-processing charges and freight costs. We will take reasonable steps to mitigate loss and will not recover the same loss twice.

7.5 Orders involving specially sourced products, allocated inventory, unusually large quantities or products acquired specifically for the customer may be non-cancellable once the quotation has been accepted.

8. Shipping and Delivery

8.1 Delivery is offered on a Delivered Duty Paid (DDP) basis for destinations approved by PhantomCards for DDP delivery. For other destinations that PhantomCards agrees to serve, delivery is on a Delivered at Place (DAP) basis. In each case, Incoterms® 2020 applies. Before acceptance, each quotation must expressly identify the applicable delivery basis and the full named delivery address or other agreed destination point. DDP availability is subject to the destination, shipment and lawful import-clearance arrangements. An incomplete or inconsistent quotation must be clarified in writing before acceptance. Notwithstanding the foregoing, deliveries to destinations within the European Union shall be offered exclusively on a DAP basis. DDP delivery is not available for such destinations.

8.2 Any delivery date or transit time provided by PhantomCards is an estimate unless expressly stated to be guaranteed in writing.

8.3 Delays caused by carriers, customs authorities, government agencies, weather, port congestion or transportation disruption are subject to Section 23 to the extent outside PhantomCards’ reasonable control. A delay exclusion does not alter the agreed allocation of transit risk or excuse a breach attributable to PhantomCards.

8.4 An estimated delivery date is not a guaranteed deadline. Any right to cancel for prolonged delay is governed by Section 23 and applicable law; any claim for loss remains subject to Section 21.

8.5 Customers must provide complete and accurate delivery information. We are not responsible for additional costs or delays caused by incorrect, incomplete or outdated delivery information supplied by the customer.

8.6 Where delivery cannot be completed because of an act or omission of the customer, the customer will be responsible for any resulting storage, redelivery, return-shipping, customs or handling costs.

8.7 Under DDP and DAP, risk of loss or damage generally passes when the goods are placed at the customer’s disposal on the arriving means of transport, ready for unloading at the named destination, subject to the applicable Incoterms® 2020 provisions, including those addressing the customer’s failure to fulfill its obligations. Dispatch, delivery to a carrier, payment and transfer of ownership do not independently change that point. The customer is responsible for unloading, except to the extent unloading costs are included in PhantomCards’ contract of carriage or otherwise agreed in the accepted quotation.

8.8 The accepted quotation must state whether cargo insurance is included or required and which party is responsible for arranging it. The availability, absence or outcome of an insurance or carrier claim does not alter the parties’ contractual allocation of risk. Each party must reasonably assist the other with supporting records for a transit claim.

8.9 Where goods are lost or materially damaged while risk remains with PhantomCards, we will provide a remedy under Section 14. Where risk has passed to the customer, PhantomCards will reasonably assist with carrier or insurance claims, without assuming that risk. This does not exclude responsibility for loss caused by PhantomCards’ breach, inadequate packaging or a defect existing before risk passed.

9. Customs, Duties and Importation

9.1 For deliveries expressly quoted DDP, PhantomCards is responsible for arranging export, transit and import clearance and for the applicable customs duties, import VAT, import taxes and clearance charges allocated to the seller under DDP Incoterms® 2020. Those costs are included in the quoted total. The customer must reasonably assist with information and documentation required for lawful clearance. DDP delivery does not excuse any obligations imposed on the customer by mandatory law.

9.2 The customer is responsible for assessing destination-market requirements applicable to its marketing, distribution and resale activities and disclosing relevant requirements before quotation acceptance. For DAP deliveries, the customer is also responsible for assessing and fulfilling its import obligations under clause 9.4. PhantomCards remains responsible for obligations allocated to it under the accepted quotation and for obligations imposed on it by mandatory law.

9.3 Each party must obtain and maintain the licenses, registrations, permits, approvals and authorizations required for the export, transit or import activities for which it is responsible under the accepted delivery terms and applicable law. The customer is responsible for those required for its own downstream marketing, distribution and resale activities.

9.4 For deliveries quoted DAP, PhantomCards arranges carriage to the named destination and performs the export and transit-clearance obligations allocated to the seller under DAP Incoterms® 2020. The customer must act as, or appoint an eligible person to act as, importer of record and is responsible for import clearance, customs declarations, applicable customs duties, import VAT, import taxes, brokerage fees and other import-clearance charges. The customer must provide required documents and pay those amounts promptly. PhantomCards is not responsible for performing or paying for those import functions or charges under a DAP quotation. Assistance by PhantomCards or a carrier does not change that allocation unless expressly agreed in writing.

9.5 Each party must provide accurate information and documentation for customs formalities for which it is responsible. Costs arising from detention, rejection, return, seizure or destruction will be allocated according to the accepted delivery terms, applicable law and each party’s breach or failure to fulfill its obligations. No party is required to make an inaccurate declaration or use an unlawful import arrangement. An invoice or order confirmation issued after acceptance cannot unilaterally change the agreed delivery basis or allocation of costs.

9.6 Complimentary or prepaid shipping does not change the agreed delivery basis. For DAP deliveries, it covers the agreed freight only; the customer remains responsible for the import functions and charges specified in clause 9.4.

10. European Union and Other Regulated Markets

10.1 A customer importing products for resale within the European Union must act as, or appoint, the applicable importer and responsible economic operator and must independently satisfy all product-safety, labeling, traceability, conformity, registration and other regulatory requirements applicable to its activities.

10.2 PhantomCards does not agree to act as the European Union importer, authorized representative, manufacturer or responsible economic operator. We will not accept an EU delivery arrangement requiring us to assume any of those roles. This contractual position does not displace any obligation imposed on us by mandatory law.

10.3 Before an EU quotation is accepted, the customer must identify its applicable importer and responsible economic operator. Shipment arrangements must be consistent with those identified roles. Arranging transportation or providing commercial documents does not constitute a contractual agreement by PhantomCards to assume those roles.

10.4 Before accepting or fulfilling an order, we may require evidence that the customer has satisfied applicable regulatory requirements.

10.5 We may decline an order request, or suspend or cancel an unfulfilled order, where we reasonably believe fulfillment would be unlawful or would require PhantomCards to assume a regulatory role prohibited by clause 10.2. We will promptly notify the customer, identify the concern where legally permitted and, where reasonably practicable, allow an opportunity to resolve it. On cancellation, amounts paid for products not supplied will be refunded, subject only to amounts lawfully recoverable for a separate customer breach, without double recovery.

10.6 Similar principles apply where another jurisdiction imposes importer, local representative, product-registration, labeling or responsible-person requirements on the customer or reseller.

10.7 Allocation of regulatory responsibilities under these Terms binds the parties only to the extent permitted by law. It does not establish import legality, satisfy intellectual property consent requirements or prevent an authority from determining either party’s statutory role by reference to its actual activities.

11. Resale and Regulatory Compliance

11.1 Customers are solely responsible for compliance with laws applicable to their downstream advertising, marketing, distribution and resale of products.

11.2 This includes, where applicable:

• (a) consumer-protection requirements;
• (b) product-safety requirements;
• (c) language or labeling requirements;
• (d) tax-registration and collection requirements;
• (e) marketplace requirements;
• (f) customs and import requirements; and
• (g) restrictions applicable to the customer's jurisdiction or sales channels.

11.3 The customer must not state or imply that PhantomCards has authorized, endorsed or approved the customer's business or resale operation unless we have expressly agreed to such representation in writing.

12. Authenticity and Product Sourcing

12.1 PhantomCards represents that products sold by us as genuine products are supplied by us in good faith as authentic products.

12.2 Where products are described as factory sealed, they will be supplied as factory sealed to the best of our knowledge and in the condition represented at the time of sale.

12.3 PhantomCards maintains a selective sourcing approach. We generally source products only from established industry participants and trusted counterparties with whom we or members of our network have longstanding relationships or prior trading experience.

12.4 As part of our sourcing process, we consider factors including the counterparty's trading history, reputation, reliability and our prior experience dealing with that counterparty. These practices are intended to reduce the risk of counterfeit, resealed or otherwise illegitimate products entering our inventory.

12.5 Unless expressly stated otherwise, products sold by PhantomCards may nevertheless be sourced through independent secondary-market, parallel-import or other non-authorized distribution channels.

12.6 PhantomCards does not represent or warrant that products have been sourced directly from the manufacturer, an authorized distributor, an authorized retailer or any other officially appointed distribution channel.

12.7 Upstream supplier identities, purchase documentation, distribution records, authorization letters and other sourcing information may be unavailable, confidential or commercially sensitive and will not ordinarily be provided to customers.

12.8 The absence of manufacturer authorization, distributor authorization or upstream provenance documentation does not, by itself, indicate that a product is counterfeit, altered or otherwise inauthentic.

12.9 Our sourcing practices and counterparty-selection procedures are risk-management measures only and do not constitute a representation that any particular product is traceable through an authorized distribution chain.

12.10 If a customer reasonably suspects that a product supplied by PhantomCards is counterfeit, materially altered or not factory sealed as represented, the customer must notify PhantomCards promptly and provide reasonable supporting evidence so that the matter may be investigated in accordance with Section 13.

13. Inspection and Claims

13.1 B2B customers are expected to inspect deliveries promptly upon receipt.

13.2 Claims relating to shortages, incorrect products, visible shipping damage or other apparent discrepancies must be reported to PhantomCards within 3 business days after delivery.

13.3 Claims relating to suspected authenticity or concealed defects must be reported promptly after discovery and supported by reasonable evidence.

13.4 The customer must retain the affected products, original packaging, shipping cartons, labels and supporting documentation while a claim is being investigated.

13.5 The customer must not destroy, alter, open, sell or otherwise dispose of products that are the subject of an unresolved claim if doing so would materially impair our ability to investigate the claim.

13.6 Failure to meet an applicable notification requirement may result in rejection of a claim only to the extent permitted by law and reasonable in the circumstances, including any material prejudice to investigation. The three-business-day period in clause 13.2 does not apply to authenticity concerns or concealed defects that could not reasonably have been identified on prompt inspection; clause 13.3 applies to those claims.

14. Returns, Refunds and Remedies

14.1 Sales are final for change of mind, market-price movements and other matters listed in clause 14.2. This does not exclude the remedies expressly provided in these Terms or rights that cannot lawfully be excluded.

14.2 Refunds, returns, replacements, store credits or other remedies will generally not be provided for:

• (a) minor cosmetic imperfections to external packaging that do not materially affect the product;
• (b) delays caused by customs inspections, local postal services, carriers, transportation disruptions or other events outside PhantomCards' reasonable control;
• (c) changes in market value or resale pricing following purchase;
• (d) customer ordering errors;
• (e) changes in the customer's business requirements, inventory needs or purchasing decisions after an order has been confirmed; or
• (f) loss or damage occurring after risk has passed to the customer, except to the extent attributable to PhantomCards’ breach, inadequate packaging or a defect existing before risk passed.

14.3 PhantomCards will investigate properly supported claims. Where a claim establishes any of the following matters for which PhantomCards is responsible, we will provide an appropriate remedy in accordance with clause 14.6:

• (a) the incorrect product was shipped;
• (b) the product was lost or materially damaged while risk remained with PhantomCards, or as a result of PhantomCards’ breach or inadequate packaging;
• (c) the product received materially differs from the accepted quotation, including a product established to be counterfeit, materially altered or resealed contrary to its represented condition; or
• (d) the products otherwise fail to comply with an express obligation under these Terms or a confirmed order, or with a right that cannot lawfully be excluded.

14.4 Any claim must be submitted in accordance with the inspection and notification requirements set out in Section 13 and must include reasonable supporting evidence where requested.

14.5 No return may be made without PhantomCards' prior written authorization.

14.6 For an established claim under clause 14.3, PhantomCards may select a reasonable and effective remedy from the following options, subject to the customer’s non-excludable rights. Replacement must be provided within a reasonable time without unreasonable inconvenience. Store credit or another agreed remedy may be used only with the customer’s consent. A partial refund must reasonably reflect the established shortfall or loss in value; where an effective replacement cannot be provided and the affected goods are properly rejected, the amount paid for those goods will be refunded:

• (a) replacement;
• (b) store credit;
• (c) partial refund;
• (d) full refund; or
• (e) another commercially reasonable remedy.

14.7 PhantomCards may separately offer a goodwill remedy where no breach or other entitlement has been established. A discretionary goodwill remedy does not create an obligation to offer the same remedy in a future transaction.

14.8 For an established claim attributable to PhantomCards, we will bear reasonable return and replacement-shipping costs. The customer must obtain return instructions before sending products back; authorization will not be unreasonably withheld for an established claim. We may require return of the affected goods before refund or replacement, unless return is unlawful or we agree otherwise. No customer may recover twice for the same loss.

15. Market Price Risk

15.1 The customer acknowledges that trading-card products and collectibles may experience substantial changes in market value.

15.2 PhantomCards makes no representation or warranty concerning:

• (a) future resale prices;
• (b) secondary-market liquidity;
• (c) investment performance;
• (d) future consumer demand; or
• (e) the profitability of a customer's resale activities.

15.3 A subsequent increase or decrease in the market value of a product does not affect the validity of a completed sale.

16. Refusal of Service

16.1 PhantomCards may decline to establish or continue a commercial relationship to the extent permitted by law. Refusal of future business or account suspension does not itself cancel an existing confirmed order or extinguish an accrued payment, refund or remedy obligation. Cancellation of an existing order must be permitted under these Terms or applicable law.

16.2 Without limiting that right, we may refuse service, suspend an account, reject an order or terminate a commercial relationship where we reasonably believe that a customer:

• (a) is engaged in fraudulent, deceptive or unlawful activity;
• (b) is sourcing, distributing or dealing in counterfeit, stolen, resealed or otherwise illegitimate products;
• (c) has provided false or misleading information;
• (d) presents material sanctions, money-laundering, payment or compliance concerns;
• (e) has engaged in abusive, dishonest or unethical business practices; or
• (f) otherwise presents a material legal, reputational or commercial risk to PhantomCards.

17. Intellectual Property and Website Content

17.1 Unless otherwise stated, the PhantomCards website, catalogue design, written content, proprietary photographs, graphics, databases, price lists and other original materials are owned by or licensed to PhantomCards.

17.2 Customers may use ordinary product information supplied by PhantomCards as reasonably necessary to market genuine products purchased from us.

17.3 Except as permitted under clause 17.2 or with our written permission, you may not reproduce, scrape, systematically extract, republish, sell or commercially exploit substantial portions of our website, catalogue, pricing data or proprietary materials.

17.4 Nothing in these Terms transfers ownership of any PhantomCards trademark, trade name, copyright or other intellectual property.

18. Confidential Information

18.1 Non-public information supplied by PhantomCards concerning suppliers, sourcing channels, acquisition pricing, internal pricing methodology, commercial relationships, customer information, sales data or business operations constitutes confidential commercial information.

18.2 Customers must not use confidential information obtained through their relationship with PhantomCards for the purpose of circumventing PhantomCards or improperly interfering with our commercial relationships.

18.3 Nothing in this clause prevents disclosure required by law, court order or a competent governmental authority.

19. Third-Party Brands

19.1 PhantomCards is an independent supplier and reseller unless expressly stated otherwise.

19.2 References to third-party brands, trademarks, publishers, manufacturers, licensors or product names — including Pokémon, The Pokémon Company, Nintendo, Weiss Schwarz, Dragon Ball, One Piece, Yu-Gi-Oh! and other trading card game or collectible brands — are used solely to identify genuine products offered for resale.

19.3 Unless expressly stated otherwise, no reference to any third-party brand, trademark, publisher, manufacturer or licensor implies sponsorship, authorization, affiliation, endorsement or any official commercial relationship between PhantomCards and the relevant rights holder.

19.4 All third-party trademarks, brand names, product names and other intellectual property remain the property of their respective owners.

20. Warranties

20.1 PhantomCards represents that, to the best of its knowledge, products supplied under a confirmed order are genuine products that PhantomCards is lawfully entitled to possess and resell.

20.2 Unless expressly stated otherwise, products may be sourced through secondary-market, parallel-import or other non-authorized distribution channels, and PhantomCards does not represent that it is an authorized distributor, dealer or reseller of any third-party brand.

20.3 PhantomCards warrants that products will materially correspond to the description in the accepted quotation. A later invoice does not change that description without the parties’ express written agreement. Claims concerning authenticity or factory-sealed condition remain subject to Sections 12 to 14; disclosure of independent sourcing does not excuse supply of counterfeit or non-conforming products.

20.4 Except for warranties expressly stated in these Terms or an accepted order, and to the fullest extent permitted by applicable law, all other representations, conditions and warranties are excluded.

20.5 Nothing in these Terms excludes rights or liabilities that cannot lawfully be excluded.

21. Limitation of Liability

21.1 Nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability or right to the extent it cannot lawfully be limited or excluded.

21.2 Subject to clause 21.1, PhantomCards will not be liable for:

• (a) loss of profit;
• (b) loss of revenue;
• (c) loss of anticipated savings;
• (d) loss of business opportunity;
• (e) loss of goodwill;
• (f) business interruption; or
• (g) indirect, incidental, special or consequential loss,

arising out of or relating to an order or these Terms.

21.3 Subject to clause 21.1, PhantomCards’ total aggregate liability for all claims arising out of or relating to a particular confirmed order will not exceed the total amount actually paid to PhantomCards under that order. This cap does not reduce an obligation to return advance payments for products that will not be supplied.

21.4 PhantomCards is not responsible for losses arising from a customer's downstream resale commitments, customer contracts, marketplace obligations or representations made by the customer to third parties.

22. Indemnification

22.1 To the extent permitted by law, the customer will indemnify PhantomCards against third-party claims, liabilities, penalties, losses and reasonable costs arising from:

• (a) the customer's unlawful importation, advertising, distribution or resale of products;
• (b) breach of applicable product-safety, labeling, consumer-protection or regulatory obligations for which the customer is responsible;
• (c) representations or warranties made by the customer to its own customers that were not authorized by PhantomCards; or
• (d) the customer's fraud, willful misconduct or material breach of these Terms.

22.2 The indemnity applies only to the extent the claim or loss is attributable to the customer’s conduct specified in clause 22.1. It does not cover loss attributable to PhantomCards’ own breach, negligence, fraud or willful misconduct, or a penalty that cannot lawfully be indemnified.

22.3 PhantomCards will promptly notify the customer of an indemnified claim, reasonably cooperate and take reasonable steps to mitigate loss. The customer may conduct the defense with suitably qualified counsel, subject to PhantomCards’ reasonable participation and any conflict of interest. No settlement may admit fault by PhantomCards, impose a non-monetary obligation on it or compromise its rights without its prior written consent, not to be unreasonably withheld. No settlement entered into by PhantomCards without the customer’s consent, not to be unreasonably withheld, binds the customer under this indemnity, except where urgently required by law.

23. Force Majeure

23.1 PhantomCards will not be liable for failure or delay caused by events outside our reasonable control, including:

• (a) natural disasters;
• (b) severe weather;
• (c) epidemic or pandemic restrictions;
• (d) war, terrorism or civil unrest;
• (e) government action;
• (f) sanctions or trade restrictions;
• (g) customs action;
• (h) carrier disruption;
• (i) port, airport or logistics congestion;
• (j) labor disputes;
• (k) telecommunications or payment-network failures; or
• (l) significant upstream supply disruption.

23.2 Where such an event materially affects fulfillment, we may reasonably extend the delivery period, allocate available inventory, suspend performance or cancel the affected portion of an order and refund amounts paid for products that will not be supplied.

23.3 The affected party must promptly notify the other of the event and take reasonable steps to mitigate its effects. If fulfillment of an affected portion remains materially prevented for more than 60 consecutive days, either party may cancel that unfulfilled portion by written notice. PhantomCards will refund amounts paid for products not supplied. This does not extinguish accrued rights or amounts due for products already supplied.

24. Communications and Electronic Records

24.1 You agree that communications concerning accounts, quotations, invoices and orders may be provided electronically.

24.2 Electronic records, including account activity, quotation acceptance, invoices, payment records and email correspondence, may be used as evidence of the parties' commercial dealings to the extent permitted by law.

24.3 PhantomCards will retain records identifying the quotation, customer acceptance and version of these Terms applicable to each confirmed order. Cancellation, suspension and claim notices must be sent in writing, including email to the contact details last supplied by the relevant party.

25. Privacy

25.1 Personal information is processed in accordance with our Privacy Policy.

25.2 These Terms should be read together with the Privacy Policy published on our website.

26. Changes to These Terms

26.1 We may update these Terms from time to time.

26.2 The version of these Terms in effect when an order is accepted will govern that order unless the parties expressly agree otherwise.

26.3 Updated Terms will apply prospectively to future transactions.

27. Entire Agreement and Priority

27.1 These Terms and the accepted quotation, together with any subsequent variation expressly agreed in writing by both parties, constitute the agreement for the confirmed order. An invoice or order confirmation records the transaction and does not unilaterally alter it.

27.2 A specific transaction term expressly stated in the accepted quotation or a subsequent written agreement signed or expressly accepted by both parties prevails over a conflicting provision of these Terms, to the extent permitted by law.

27.3 Any terms contained in a customer's purchase order, procurement portal or other document will not modify these Terms unless PhantomCards expressly agrees to those terms in writing.

28. Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect to the fullest extent permitted by law.

29. No Waiver

Failure or delay by PhantomCards in exercising a right under these Terms does not constitute a waiver of that right.

30. Assignment

The customer may not assign or transfer its rights or obligations relating to an order without our prior written consent.

PhantomCards may assign rights or obligations to an affiliate or successor in connection with a reorganization, sale or transfer of its business, subject to applicable law.

31. Governing Law and Jurisdiction

31.1 These Terms and each transaction governed by them are governed by the laws of the Hong Kong Special Administrative Region.

31.2 The parties submit to the exclusive jurisdiction of the courts of Hong Kong, unless PhantomCards expressly agrees otherwise in writing.

31.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from these Terms and every transaction governed by them.

32. Contact

Questions concerning these Terms may be sent to:

[email protected]