TERMS AND CONDITIONS OF SALE- Sichuan MiaoBao Technology Co.,Ltd
DEFINITIONS
1.1 In these Conditions (unless the context otherwise requires) the following expressions shall have the following meanings:
“COMPANY“: Sichuan MiaoBao Technology Co.,Ltd whose office is at Room 3001-3003, 319 Qingpi Dadao Road, Wenjiang District, Chengdu, Sichuan, P.R. China;
“CUSTOMER“: The person, firm, company or authority purchasing the Goods from the Company;
“CONDITIONS“: Means the standard terms and conditions set out in this document which shall govern all the Contracts between the Company and the Customer to the exclusion of any other terms and conditions;
“CONTRACT”: The Contract for the sale and purchase of the Goods between the Company and the Customer;
“GOODS“: The Goods (including any part shipment of an order) which the Company is to supply in accordance with the Contract.
1.2 The clause headings used in these Conditions are for ease of reference only and shall not affect the construction itself. Where the context admits, references to the singular shall include the plural and vice versa. Any reference to statutory provisions or subordinate legislation shall be construed as reference to that provision as amended or re-enacted from time to time.
ACCEPTANCE OF ORDER
2.1 All orders are accepted and all Goods are supplied on the basis that they are trade sales and that they are supplied subject to these Conditions.
2.2 The ordering of Goods by the Customer shall be considered an acknowledgement that the Customer has accepted that all Goods supplied by the Company are sold subject to these Conditions a copy of which has been provided to the Customer prior to the date hereof.
TERMS OF PAYMENT
3.1 Goods Supplied outside the China: The method and timing of payment shall be that stated in writing by the Company.
3.2 If the Customer does not make full payment on the due date then the Company reserves the right without prejudice to any other right or remedy, to take any or all of the following actions:
(i) cancel the Contract or any rebate payment related thereto;
(ii) suspend all further deliveries of Goods to the Customer;
(iii) appropriate any payment received from the Customer to the Contract.
3.4 Extended payment terms or credit terms may be made available at the Company’s discretion and subject to such terms as the Company thinks fit. Such terms will only apply if agreed in writing by the Company.
3.5 the Company will at its discretion, accept the return of non-defective Goods for credit no later than 30 days from date of delivery. Goods must be returned carriage paid.
DELIVERY
4.1 Unless otherwise expressly provided in writing all sales are Ex-Works (as such term is defined in Incoterms 2010) at the Company’s premises, notwithstanding that the Company may arrange for delivery. In the event that the Company arranges for delivery this shall be at the cost and risk of the Customer.
4.2 All allegations of non-delivery, whether in whole or in part of any consignment of Goods or of any discrepancies between the Goods ordered and those supplied and invoiced must be made by the Customer in writing to the Company within 10 days of the date of advice note or invoice or other notification of despatch, whichever shall be the shorter. Failure by the Customer to notify the Company as aforesaid shall be conclusive evidence that the Goods were supplied and delivered in accordance with the Contract.
4.3 Any delivery date stated in the Contract is intended as an estimate only; and the Company shall not be liable for any damages or losses arising out of any delivery otherwise than as so stated.
4.4 If the Customer refuses or fails to take delivery of the Goods or fails to take any action necessary on its part for delivery or shipment of the Goods, the Company shall (without limiting its other rights) be entitled to take all or any of the following action:
(i) terminate the Contract with immediate effect;
(ii) dispose of the Goods as the Company may determine;
(iii) recover from the Customer any loss and additional costs incurred as a result of such refusal or failure and in any event to retain any payment made prior to such refusal or failure
4.5 At the request of the Customer, the Company shall as agents for the Customer arrange for carriage and transport insurance to the destination specified in the Customers order on such terms as to carriage and insurance as the Company considers appropriate unless the Customer specifies otherwise, and the Company shall invoice the Customer all carriage and insurance costs incurred.
4.6 All Goods shall be subject to reasonable commercial variation as to quantity other than where specifically agreed to the contrary by the Company in writing.
DESCRIPTION AND SPECIFICATION
5.1 Whilst every effort is made to ensure the accuracy of the descriptions, illustrations and material contained in any catalogue, price list, brochure or leaflet, the descriptive matter represents the general nature of the items described therein, but does not form part of any order or Contract or amount to any representation or warranty. The Company reserves the right to modify specifications and prices published without prior notice.
5.2 Any manufacturers part numbers quoted in any literature produced by the Company are provided for Customer reference only.
5.3 Any errors or omissions in any documents or information provided by the Company shall be subject to correction without any liability on the part of the Company.
SERVICE
6.1 Any service, recommendation, suggestion or advice which may be offered by the Company in technical literature or in response to specification enquiry, is given in all good faith, but the Company shall not be liable for any loss or damage arising therefrom and it is for the Customer to satisfy itself as to the suitability of the Goods for its own particular purpose which it shall he deemed so as to have done.
FORCE MAJEURE
7.1 The Company shall have no liability for any failure or delay in fulfilling any of its obligations to the extent that such fulfilment is prevented, delayed or rendered uneconomic due to any circumstances or event beyond the Company’s reasonable control, including without prejudice to the generality of the foregoing, any industrial action, failure of energy or water supply, or compliance with any order, regulation or request from any national or local authority.
7.2 If any deliveries by the Company are delayed due to any of the foregoing for three months or more the Company may, at its option exercisable by notice in writing to the Customer, either terminate the Contract or elect not to delivery any undelivered Goods without liability in either case on the part of the Company.
WAIVER
8.1 The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Customer and no waiver of any breach shall operate as a waiver of any subsequent breach.
LAW
10.1 The contract shall be construed in accordance with China Law and shall be subject to the non-exclusive jurisdiction of the China Courts.
NOTICES
11.1 Any notice hereunder shall be deemed to have been given if delivered by hand or sent by pre-paid first-class post or facsimile (confirmed by notice by post) to the party concerned at its last known address and deemed to have been received on the date of despatch, if delivered by hand, or sent by facsimile, and on the third day after posting if sent by post.
SEVERABILITY
12.1 If a provision of these Conditions is or becomes illegal or unenforceable, the remaining provisions and procedures shall not be affected.