STANDARD TERMS AND CONDITIONS OF SALE
Acknowledge and Acceptance.
Unless otherwise agreed on the contrary, the terms and conditions contained herein shall deem to be the exclusive agreement between Seller and Buyer and Buyer accepts all the terms and conditions contained herein by acknowledge. Under no circumstances shall the terms and conditions contained in Buyer’s order or other documents prevail this Acknowledge.
Price and Delivery.
Prices are shown on the applicable invoice. The delivery date and quantity on Buyer’s PO shall be confirmed later by Seller.
Payment Term.
Seller’s shipment obligation is based on the payment received by Seller from Buyer. Before the scheduled shipment date, unless otherwise agreed on the contrary. Payment is due regardless of performance or outcome of testing. Seller reserves the right to charge a deposit in advance in Seller’s sole discretion.
Title and Risk.
Unless otherwise agreed on the contrary, title and risk of the goods shall pass to Buyer on Seller’s shipment. Buyer acknowledges that the delivery dates are estimated only and may be changed by Seller. Seller shall do its best effort to deliver in accordance with the delivery date but shall not be liable for any delay or failure to meet the estimated delivery date.
Inspection.
Buyer shall inspect the goods within 7 days upon receiving, fail to inspect the goods within the aforesaid term shall deem to be acceptance for such goods. If there is any defect or non-compliance products which are visible through reasonable commercial inspection, Buyer shall promptly inform Seller for the aforesaid conditions, failures to notify Seller promptly shall deem to be a waiver to the right to claim such loss or damages occurred due to defective or non-compliance of the products.
Reschedule and Cancellation.
Except agreed on the contrary, Buyer shall not cancel or change any PO issued, Buyer shall be liable for the up to 100% of the purchase price of the goods for the cancelling or reschedule charge. If the buyer defaults, the seller has right to cancel the order without liability
Import/Export/Destination compliance.
The seller certifies that these commodities, technology or software were imported/exported in accordance with all export compliance laws of the US. and or of Hong Kong and all other applicable jurisdictions from which an import/export or transfer originates. The buyer should also agree to comply with all import/export compliance laws of the U.S and or of Hong Kong and all other applicable jurisdictions from which an import/export or transfer originates and will apply the related US or Hong Kong or other applicable import/export license before Buyer shall import/export the regulated products from which an import/export originates.
The buyer will not export or re-export any product, directly or indirectly, (i)to any US. embargoed country, including without limitation Cuba, Iran, North Korea, Syria, Sudan, Russia, and such other countries as may be subject to embargo by the U.S. from time to time; (ii) to any person or entity on a denial list published by the U.S. Government, as such list may be amended by the U.S. from time to time; (iii) for any end use that is prohibited by United States or other applicable law, including nuclear,missile,chemical biological weaponry or other weapons of mass destruction.
*In accordance with the importation and Exportation (Strategic Commodities) Regulations of Hong Kong SAR, if the good are categorized as Strategic Commodities regulated with the Import License -Special Conditions, then the following terms shall comply.
No further re-export, resale, transfer, or disposal of the goods without prior notice to and approval from the Director-General of Trade and Industry when the transaction is within Hong Kong. The buyer or receiver must get the above Resale Licence beforehand to legally receive the Strategic Commodities.
Limited Product Warranty.
Seller warrants that the products will conform with Manufacturer’s specifications. Seller’s liability to the defective products is to repair or replace or grant Buyer a reasonable credit for such confirmed defective products. Any return of the product shall be subject to the RMA process issued by Seller. Seller will have no obligation for any claim of defective or non-compliance products to the extent that it results from: (i) the combination, operation or use of product with or in equipment, products, or processes not provided by Seller, (ii)modifications to products not made by or for Seller;(iii) Buyer’s failure to use updated or modified products provided by Seller, (iv) Buyer’s use of products other than in accordance with this Agreement and Seller’s written instructions, or(v) the defective is caused by Act of God. Seller reserves the right to discontinue supply or sale of products at any time due to Seller’s vendor’s cause or other reasonable causes, Seller reserves the right to modify its process or performance specifications for goods due to Seller’s vendor’s modification.
Force Majeure.
If either party is prevented from performing any obligation hereunder by reason of fire, explosion, strike, labor dispute, casualty, accident, lack or failure of transportation facilities, flood, war, civil commotion, acts of God, any law, order or decree of any government or subdivision thereof or any other cause beyond the reasonable control of such party, then such party shall be excused from performance hereunder to the extent and for the duration of such prevention, provided it first notifies the other party in writing of such prevention.
Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the People’s Republic of China.
Integrity.
During the business cooperation, both parties agree to comply with the principle of integrity management and shall not engage in any dishonest behavior, If either party involved in dishonesty, the other party may terminate the contract without liability.
Entire Agreement.
This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supercedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of each party.
Unless otherwise agreed on the contrary, the terms and conditions contained herein shall deem to be the exclusive agreement between Seller and Buyer and Buyer accepts all the terms and conditions contained herein by acknowledge. Under no circumstances shall the terms and conditions contained in Buyer’s order or other documents prevail this Acknowledge.
Price and Delivery.
Prices are shown on the applicable invoice. The delivery date and quantity on Buyer’s PO shall be confirmed later by Seller.
Payment Term.
Seller’s shipment obligation is based on the payment received by Seller from Buyer. Before the scheduled shipment date, unless otherwise agreed on the contrary. Payment is due regardless of performance or outcome of testing. Seller reserves the right to charge a deposit in advance in Seller’s sole discretion.
Title and Risk.
Unless otherwise agreed on the contrary, title and risk of the goods shall pass to Buyer on Seller’s shipment. Buyer acknowledges that the delivery dates are estimated only and may be changed by Seller. Seller shall do its best effort to deliver in accordance with the delivery date but shall not be liable for any delay or failure to meet the estimated delivery date.
Inspection.
Buyer shall inspect the goods within 7 days upon receiving, fail to inspect the goods within the aforesaid term shall deem to be acceptance for such goods. If there is any defect or non-compliance products which are visible through reasonable commercial inspection, Buyer shall promptly inform Seller for the aforesaid conditions, failures to notify Seller promptly shall deem to be a waiver to the right to claim such loss or damages occurred due to defective or non-compliance of the products.
Reschedule and Cancellation.
Except agreed on the contrary, Buyer shall not cancel or change any PO issued, Buyer shall be liable for the up to 100% of the purchase price of the goods for the cancelling or reschedule charge. If the buyer defaults, the seller has right to cancel the order without liability
Import/Export/Destination compliance.
The seller certifies that these commodities, technology or software were imported/exported in accordance with all export compliance laws of the US. and or of Hong Kong and all other applicable jurisdictions from which an import/export or transfer originates. The buyer should also agree to comply with all import/export compliance laws of the U.S and or of Hong Kong and all other applicable jurisdictions from which an import/export or transfer originates and will apply the related US or Hong Kong or other applicable import/export license before Buyer shall import/export the regulated products from which an import/export originates.
The buyer will not export or re-export any product, directly or indirectly, (i)to any US. embargoed country, including without limitation Cuba, Iran, North Korea, Syria, Sudan, Russia, and such other countries as may be subject to embargo by the U.S. from time to time; (ii) to any person or entity on a denial list published by the U.S. Government, as such list may be amended by the U.S. from time to time; (iii) for any end use that is prohibited by United States or other applicable law, including nuclear,missile,chemical biological weaponry or other weapons of mass destruction.
*In accordance with the importation and Exportation (Strategic Commodities) Regulations of Hong Kong SAR, if the good are categorized as Strategic Commodities regulated with the Import License -Special Conditions, then the following terms shall comply.
No further re-export, resale, transfer, or disposal of the goods without prior notice to and approval from the Director-General of Trade and Industry when the transaction is within Hong Kong. The buyer or receiver must get the above Resale Licence beforehand to legally receive the Strategic Commodities.
Limited Product Warranty.
Seller warrants that the products will conform with Manufacturer’s specifications. Seller’s liability to the defective products is to repair or replace or grant Buyer a reasonable credit for such confirmed defective products. Any return of the product shall be subject to the RMA process issued by Seller. Seller will have no obligation for any claim of defective or non-compliance products to the extent that it results from: (i) the combination, operation or use of product with or in equipment, products, or processes not provided by Seller, (ii)modifications to products not made by or for Seller;(iii) Buyer’s failure to use updated or modified products provided by Seller, (iv) Buyer’s use of products other than in accordance with this Agreement and Seller’s written instructions, or(v) the defective is caused by Act of God. Seller reserves the right to discontinue supply or sale of products at any time due to Seller’s vendor’s cause or other reasonable causes, Seller reserves the right to modify its process or performance specifications for goods due to Seller’s vendor’s modification.
Force Majeure.
If either party is prevented from performing any obligation hereunder by reason of fire, explosion, strike, labor dispute, casualty, accident, lack or failure of transportation facilities, flood, war, civil commotion, acts of God, any law, order or decree of any government or subdivision thereof or any other cause beyond the reasonable control of such party, then such party shall be excused from performance hereunder to the extent and for the duration of such prevention, provided it first notifies the other party in writing of such prevention.
Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the People’s Republic of China.
Integrity.
During the business cooperation, both parties agree to comply with the principle of integrity management and shall not engage in any dishonest behavior, If either party involved in dishonesty, the other party may terminate the contract without liability.
Entire Agreement.
This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supercedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of each party.