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General sales terms
1. ORDERS. These General Terms apply to all quotations made by Shenzhen SIAT & JEGO or Beijing JIEGAO ("Seller") to the customer to whom the order was quoted ("Buyer"), and to all offers to purchase placed with Seller by Buyer via purchase order or otherwise, which are accepted by Seller, and are expressly incorporated therein. These General Terms are an integral part of the sales contract formed between Seller and Buyer。
2. PRICES. Unless Seller otherwise expressly agrees in writing, applicable prices are those specified in Seller's quotation or; if the quotation has expired, those specified in Seller's order confirmation or Seller's current price list. Seller reserves the right to change list prices or discounts without notice. Quoted prices will be honored for a period of thirty (30) days from the date of the written quotation unless otherwise stated. Prices are subject to revision by Seller: (i) should Buyer at any time request changes to an order (which are acceptable to Seller), and/or (ii) in the event of a Force Majeure Event (as defined in Section 12, below) after the date of quotation, confirmation, or acceptance of Buyer's offer to purchase. Prices are F.O.B. point of shipment(s). All prices listed are for shipments from Guangzhou or Shenzhen locations. Unless otherwise specified in writing by Seller, all prices are in U.S. dollars.
3. TITLE AND DELIVERY. All sales are F.O.B. point of shipment(s) unless otherwise specified in writing by Seller. Title and risk of loss pass to Buyer upon delivery of products to carrier at shipping point, which delivery shall constitute delivery to Buyer for all purposes; Urgent orders may be shipped via air express or air freight upon request at Buyer's expense. Insurance will be provided only at Buyer's request and expense. If products are received damaged or lost in transit, Buyer shall be responsible for filing a claim with the carrier. Unless otherwise specified in writing, scheduled shipping dates are estimates only and subject to such lead time. Scheduled shipping dates also are subject to timely receipt by Seller of all information necessary for completion of the products and the payment, as well as any delays resulting from Force Majeure Events. Seller will not be liable for delays in delivery or other default by reason of any Force Majeure Event.
4. PAYMENT. Unless otherwise specified in writing, payment terms are 30% prepaid when orders are placed and the balance should be paid before shipment according to Seller's invoice. Buyer also shall pay the banker costs incurred to collect payment of invoices. Payment terms are subject to the Seller's review and approval of Buyer's application for credit. Seller reserves the right, at its discretion, to establish credit limits at any time. All prices and payments are and shall be made in U.S. dollars, unless otherwise specified in writing by Seller.
5. WAREHOUSING. If Buyer fails to accept delivery of finished products within fourteen (14) days of the scheduled shipment date, Buyer will be responsible for Seller's standard monthly warehousing charges, which will be added to Seller's invoice for such products. After six (6) months from the date of Seller's invoice, Seller may, upon written notice to Buyer, dispose of unshipped products in any commercially reasonable manner, and Buyer will be responsible for Seller's disposal costs.
6. BUYER'S DUTY TO INSPECT. Buyer must promptly inspect all products for shortages, conformity with order specifications and defects. If products appear not to conform to the sales contract specifications between Buyer and Seller, Buyer shall discontinue their use and immediately notify Seller of such condition and afford Seller a reasonable opportunity to inspect the same.
7. INTELLECTUAL PROPERTY INFRINGEMENT. Seller will defend Buyer against any claim or suit alleging infringement of any patent or other intellectual property right based on Buyer's possession, use or resale of unaltered products, and shall pay any judgment resulting from such suit, provided Buyer: (i) gives Seller prompt written notice of the claim or suit; (ii) gives Seller full control and sole discretion of the defense (including settlement authority); and (iii) fully cooperates and provides information for the defense as required. Seller's agreements in the preceding sentence do not apply to: (i) products made to order of or with Buyer's design, specifications, processes, tooling, samples, or labeling or use requirements ("Buyer Designed Products"); and (ii) circumstances where Seller's product is incorporated into, or is otherwise used in conjunction with, a third party product or system, including Buyer's product or system (collectively, a "Third Party System") and the claimed infringement arises as a result of the incorporation of Seller's product into, or the use of Seller's product in conjunction with, the Third Party System. For Buyer Designed Products, Buyer warrants there is no trademark, patent or copyright covering such products, or Buyer has the right to have such products made, which extends to Seller's manufacture of such products. Buyer agrees to defend and indemnify Seller (subject to the same three provisos in the first sentence of this Section 10) against any and all claims asserted against Seller alleging infringement or violation of any patent or other intellectual property right and any related claims, arising out of or otherwise related to Buyer Designed Products and/or circumstances where Seller's product is incorporated into, or is otherwise used in conjunction with, a Third Party System and the claimed infringement or violation arises as a result of the incorporation of Seller's product into, or the use of Seller's product in conjunction with, the Third Party System. In case of such claim or suit, Seller may at any time elect not to manufacture the subject products, with no liability to Buyer. Seller's agreements in the first sentence of this Section 10 also do not apply to products or accessories manufactured by third parties.
8. FORCE MAJEURE. Seller shall not be liable for any delay or failure to perform its obligations under any order or sales contract arising out of causes beyond its reasonable control (a "Force Majeure Event"), including, but not limited to, acts of God or public enemy, acts of other parties, acts of civil and military authority, epidemics, unusually severe weather, shortage of power or fuel, strikes, lockouts, boycotts, or other labor troubles, government regulations, or delays of Seller's subcontractors or suppliers in furnishing materials, components, tools or supplies due to any one or more of the foregoing causes. In no event shall Seller be liable for any damages to Buyer caused thereby whether direct, indirect, special, incidental or consequential.
9. DESIGN, DIMENSIONS AND WEIGHT. Unless Buyer provides or specifies the product design, Seller reserves the right to change designs without notice to Buyer, unless otherwise agreed upon. Seller will incorporate in products such reasonable engineering changes to continuously improve products or processes. Seller will notify Buyer of any engineering changes affecting form, fit or function of the products. Weights and dimensions published are approximate and sufficiently accurate for most uses. If the approximate weights and dimensions are insufficient for Buyer's purposes, Buyer should submit a written request to Seller for certified prints where exact weights and dimensions are critical.
10. CANCELLATION/CHANGES TO ORDERS. Orders are not subject to change, rescheduling or cancellation except with Seller's prior written approval. Seller may condition such approval upon Buyer's payment of all costs, direct or indirect, incurred and/or committed for by Seller as a result of Buyer's change, rescheduling or cancellation of any order, together with a reasonable allowance for Seller's anticipated profits. In the event Buyer cancels any order, in whole or in part, without Seller's prior written approval for any reason other than Seller's material breach, Buyer shall remain responsible for payment of the full order price.
11. TERMINATION OF SALE CONTRACT. Except as may otherwise be specifically provided in the sales contract of which these General Terms are made a part, such contract may not be terminated or amended by Buyer without Seller's prior written consent. If Seller approves a requested termination of or amendment to such contract, Buyer, at Seller's discretion, shall be liable for all charges, including without limitation, a price adjustment based on the quantity of products actually delivered, and all costs, direct and indirect, incurred and/or committed for by Seller under such contract, together with reasonable allowance for anticipated profits. Seller shall have the right to discontinue the manufacture and/or sale of products to Buyer, and/or to terminate any related sales contract or order, in the event Buyer fails to timely pay any amount(s) due Seller under any such related sales contract or order, or otherwise breaches the terms of any such sales contract or order.
12. ASSIGNMENTS. Neither party may assign the sales contract of which these General Terms are made a part without the written consent of the other party, except that Seller's rights under such contract will automatically be assigned to any successor to Seller by reason of merger, consolidation, or sale of substantially all of its assets.
13. SEVERABILITY. The invalidity, in whole or in part, of any provision of these General Terms shall not affect the validity or enforceability of any other provision herein.
14. COMPLETE AGREEMENT. The sales contract and all attachments and documents incorporated by reference therein, constitutes the complete and entire agreement and understanding between Seller and Buyer, and supersedes all prior and/or contemporaneous agreements, representations and or communications, either oral or written, between Buyer and Seller or any representative of such parties, with respect to the subject matter thereof.
15. MODIFICATIONS; NO WAIVER. No change to the sales contract of which these General Terms are made a part will be binding on Seller unless made in writing and signed by an authorized officer of Seller. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of such contract shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. No field representative or anyone other than an authorized officer of Seller has authority to sign such a writing.
16. AMBIGUITIES.Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting any sales contract of which these General Terms are made a part.
1. ORDERS. These General Terms apply to all quotations made by Shenzhen SIAT & JEGO or Beijing JIEGAO ("Seller") to the customer to whom the order was quoted ("Buyer"), and to all offers to purchase placed with Seller by Buyer via purchase order or otherwise, which are accepted by Seller, and are expressly incorporated therein. These General Terms are an integral part of the sales contract formed between Seller and Buyer。
2. PRICES. Unless Seller otherwise expressly agrees in writing, applicable prices are those specified in Seller's quotation or; if the quotation has expired, those specified in Seller's order confirmation or Seller's current price list. Seller reserves the right to change list prices or discounts without notice. Quoted prices will be honored for a period of thirty (30) days from the date of the written quotation unless otherwise stated. Prices are subject to revision by Seller: (i) should Buyer at any time request changes to an order (which are acceptable to Seller), and/or (ii) in the event of a Force Majeure Event (as defined in Section 12, below) after the date of quotation, confirmation, or acceptance of Buyer's offer to purchase. Prices are F.O.B. point of shipment(s). All prices listed are for shipments from Guangzhou or Shenzhen locations. Unless otherwise specified in writing by Seller, all prices are in U.S. dollars.
3. TITLE AND DELIVERY. All sales are F.O.B. point of shipment(s) unless otherwise specified in writing by Seller. Title and risk of loss pass to Buyer upon delivery of products to carrier at shipping point, which delivery shall constitute delivery to Buyer for all purposes; Urgent orders may be shipped via air express or air freight upon request at Buyer's expense. Insurance will be provided only at Buyer's request and expense. If products are received damaged or lost in transit, Buyer shall be responsible for filing a claim with the carrier. Unless otherwise specified in writing, scheduled shipping dates are estimates only and subject to such lead time. Scheduled shipping dates also are subject to timely receipt by Seller of all information necessary for completion of the products and the payment, as well as any delays resulting from Force Majeure Events. Seller will not be liable for delays in delivery or other default by reason of any Force Majeure Event.
4. PAYMENT. Unless otherwise specified in writing, payment terms are 30% prepaid when orders are placed and the balance should be paid before shipment according to Seller's invoice. Buyer also shall pay the banker costs incurred to collect payment of invoices. Payment terms are subject to the Seller's review and approval of Buyer's application for credit. Seller reserves the right, at its discretion, to establish credit limits at any time. All prices and payments are and shall be made in U.S. dollars, unless otherwise specified in writing by Seller.
5. WAREHOUSING. If Buyer fails to accept delivery of finished products within fourteen (14) days of the scheduled shipment date, Buyer will be responsible for Seller's standard monthly warehousing charges, which will be added to Seller's invoice for such products. After six (6) months from the date of Seller's invoice, Seller may, upon written notice to Buyer, dispose of unshipped products in any commercially reasonable manner, and Buyer will be responsible for Seller's disposal costs.
6. BUYER'S DUTY TO INSPECT. Buyer must promptly inspect all products for shortages, conformity with order specifications and defects. If products appear not to conform to the sales contract specifications between Buyer and Seller, Buyer shall discontinue their use and immediately notify Seller of such condition and afford Seller a reasonable opportunity to inspect the same.
7. INTELLECTUAL PROPERTY INFRINGEMENT. Seller will defend Buyer against any claim or suit alleging infringement of any patent or other intellectual property right based on Buyer's possession, use or resale of unaltered products, and shall pay any judgment resulting from such suit, provided Buyer: (i) gives Seller prompt written notice of the claim or suit; (ii) gives Seller full control and sole discretion of the defense (including settlement authority); and (iii) fully cooperates and provides information for the defense as required. Seller's agreements in the preceding sentence do not apply to: (i) products made to order of or with Buyer's design, specifications, processes, tooling, samples, or labeling or use requirements ("Buyer Designed Products"); and (ii) circumstances where Seller's product is incorporated into, or is otherwise used in conjunction with, a third party product or system, including Buyer's product or system (collectively, a "Third Party System") and the claimed infringement arises as a result of the incorporation of Seller's product into, or the use of Seller's product in conjunction with, the Third Party System. For Buyer Designed Products, Buyer warrants there is no trademark, patent or copyright covering such products, or Buyer has the right to have such products made, which extends to Seller's manufacture of such products. Buyer agrees to defend and indemnify Seller (subject to the same three provisos in the first sentence of this Section 10) against any and all claims asserted against Seller alleging infringement or violation of any patent or other intellectual property right and any related claims, arising out of or otherwise related to Buyer Designed Products and/or circumstances where Seller's product is incorporated into, or is otherwise used in conjunction with, a Third Party System and the claimed infringement or violation arises as a result of the incorporation of Seller's product into, or the use of Seller's product in conjunction with, the Third Party System. In case of such claim or suit, Seller may at any time elect not to manufacture the subject products, with no liability to Buyer. Seller's agreements in the first sentence of this Section 10 also do not apply to products or accessories manufactured by third parties.
8. FORCE MAJEURE. Seller shall not be liable for any delay or failure to perform its obligations under any order or sales contract arising out of causes beyond its reasonable control (a "Force Majeure Event"), including, but not limited to, acts of God or public enemy, acts of other parties, acts of civil and military authority, epidemics, unusually severe weather, shortage of power or fuel, strikes, lockouts, boycotts, or other labor troubles, government regulations, or delays of Seller's subcontractors or suppliers in furnishing materials, components, tools or supplies due to any one or more of the foregoing causes. In no event shall Seller be liable for any damages to Buyer caused thereby whether direct, indirect, special, incidental or consequential.
9. DESIGN, DIMENSIONS AND WEIGHT. Unless Buyer provides or specifies the product design, Seller reserves the right to change designs without notice to Buyer, unless otherwise agreed upon. Seller will incorporate in products such reasonable engineering changes to continuously improve products or processes. Seller will notify Buyer of any engineering changes affecting form, fit or function of the products. Weights and dimensions published are approximate and sufficiently accurate for most uses. If the approximate weights and dimensions are insufficient for Buyer's purposes, Buyer should submit a written request to Seller for certified prints where exact weights and dimensions are critical.
10. CANCELLATION/CHANGES TO ORDERS. Orders are not subject to change, rescheduling or cancellation except with Seller's prior written approval. Seller may condition such approval upon Buyer's payment of all costs, direct or indirect, incurred and/or committed for by Seller as a result of Buyer's change, rescheduling or cancellation of any order, together with a reasonable allowance for Seller's anticipated profits. In the event Buyer cancels any order, in whole or in part, without Seller's prior written approval for any reason other than Seller's material breach, Buyer shall remain responsible for payment of the full order price.
11. TERMINATION OF SALE CONTRACT. Except as may otherwise be specifically provided in the sales contract of which these General Terms are made a part, such contract may not be terminated or amended by Buyer without Seller's prior written consent. If Seller approves a requested termination of or amendment to such contract, Buyer, at Seller's discretion, shall be liable for all charges, including without limitation, a price adjustment based on the quantity of products actually delivered, and all costs, direct and indirect, incurred and/or committed for by Seller under such contract, together with reasonable allowance for anticipated profits. Seller shall have the right to discontinue the manufacture and/or sale of products to Buyer, and/or to terminate any related sales contract or order, in the event Buyer fails to timely pay any amount(s) due Seller under any such related sales contract or order, or otherwise breaches the terms of any such sales contract or order.
12. ASSIGNMENTS. Neither party may assign the sales contract of which these General Terms are made a part without the written consent of the other party, except that Seller's rights under such contract will automatically be assigned to any successor to Seller by reason of merger, consolidation, or sale of substantially all of its assets.
13. SEVERABILITY. The invalidity, in whole or in part, of any provision of these General Terms shall not affect the validity or enforceability of any other provision herein.
14. COMPLETE AGREEMENT. The sales contract and all attachments and documents incorporated by reference therein, constitutes the complete and entire agreement and understanding between Seller and Buyer, and supersedes all prior and/or contemporaneous agreements, representations and or communications, either oral or written, between Buyer and Seller or any representative of such parties, with respect to the subject matter thereof.
15. MODIFICATIONS; NO WAIVER. No change to the sales contract of which these General Terms are made a part will be binding on Seller unless made in writing and signed by an authorized officer of Seller. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of such contract shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. No field representative or anyone other than an authorized officer of Seller has authority to sign such a writing.
16. AMBIGUITIES.Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting any sales contract of which these General Terms are made a part.