Terms & Conditions

  • 1. Interpertation
  • 2. Description
  • 3. Delivery
  • 4. Ownership
  • 5. Price
  • 6. Payment Terms
  • 7. Quality
  • 8. Limitation of Liability
  • 9. Force Majeure


Definitions and their interpretation:


The party whom agrees on the purchase of Goods from the Seller, based on the agreement set forth and stipulated in the related Sales Documents and Contracts.


The party whom agrees on the sale of Goods to the Buyer, based on the agreement set forth and stipulated in the related Sales Documents and Contracts.


The Goods implied within the related Sales Documents, Order Documents and Contracts and of which are intended to be supplied by the Seller to the Buyer.

Sales Documents

Any mutually approved Document (Supply or Sales Confirmation and Sales Contracts) between the Seller and the Buyer for the sale and purchase of Goods implied within the scope of these Documents.

Business Union

The above mentioned companies together conduct business in different geographical locations forming a business union. Each individual company can individually conduct business based on different geographical locations, nature of business and upon the Buyer’s requirement.


The business union designs, develops, manufactures, OEMs and markets its products under the following trademark.

Intellectual Property

Intellectual property defines all intellectual property and its tangible embodiments thereof, including without limitation, inventions, discoveries, trademark, copyrights, industrial design, specifications, developments, methods, modifications, improvements, processes, know-how, demonstrations, techniques, drawings, graphics or images, text, audio or visual works, etc. of the products under the above-mentioned trademark. Any unauthorized use of the above defined intellectual property will not be allowed and will violate relevant laws.


The quantity and description of the Goods shall be as set forth in the quotation or acknowledgement of order of the Seller. All samples, drawings, descriptive matters, specifications and advertising issued by the Seller are for the sole purpose of giving a close approximation and possible improvement of the Goods. Detailed descriptions as such shall not form part of the Sales Documents.


The dispatch and delivery of the Goods shall commence at the Seller’s place of business. If an alternative place or pickup location has been requested by the Buyer, the Buyer shall then be responsible for the loading of the Goods and shall bear the expenses related.


Any dates specified by the Seller for an order delivery and/or arrival are estimates as a result of production schedules and of estimated transportation times provided by an appointed third party forwarder. The Seller shall not be held liable for any deviations of the estimated transport schedule provided by the appointed third party forwarder. Any delay shall not entitle the Buyer to terminate or rescind the Sale, unless such delay exceeds 30 days.


Should the Buyer fail to accept delivery of any of the Goods within 7 (seven) days of being given notice of arrival, or should the Seller be unable to deliver the Goods due to the actions or inactions of the Buyer, the Goods shall then be deemed to have been delivered and the Seller may, at the Buyer’s expense, store the Goods until the time of delivery.


Should the Seller deliver to the Buyer a quantity of Goods of up to 5% more or 5% less than the quantity ordered, the Buyer shall not be entitled to object to or reject the goods or any of them by reason of the surplus or shortfall and shall pay for all such goods at pro rata Sales Documents.


The ownership of the Goods is transferred from the Seller to the Buyer at the time of dispatch. However, the ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due with respects to the Sale of the Goods. The Seller shall be entitled to recover payment for the Goods from the Buyer notwithstanding whether ownership of the Goods has passed to the Buyer.


If the Goods are already in possession of the Buyer, however the ownership of the Goods is still entitled to the Seller, the Buyer shall then at its own cost hold the Goods on a fiduciary basis and store the Goods separately from all other goods in such a way that they remain readily identifiable as the property of the Seller. The Buyer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and shall maintain the Goods in satisfactory condition and fully insured.


Unless otherwise agreed upon by the Seller in writing, prices for the Goods shall be the prices published in the Seller’s price-list or quotation and confirmed by means of a resulting Sales or Supply Confirmation. Quotations published by the Seller have a validity period and are subject to alteration once that period expires whereas Sales Documents provided by the Seller are deemed as fixed and may further be processed for payment administration (unless the Sales Documents in question have been officially annulled, corrected or updated by the Seller).


Payment shall be made due in AMERICAN DOLLAR by means of Bank Transfer, unless otherwise agreed upon in writing. All payments payable to the Seller under the Sales Documents shall become due immediately on its execution despite any other provisions.


Unless otherwise agreed upon in writing:

(1)The Buyer shall pay 30% of the total Sales as an advanced payment to the Seller within 5 (five) days from the date of the Sales. The Seller has the right to not commence the production of the Goods specified in the related Sales, before such an advanced payment has been cleared and received by the Seller. (2)The Buyer shall pay the remaining 70% of the total Sales to the Seller before the scheduled date of dispatch of the goods.


Punctuality in payment shall be of the essence and no payment shall be deemed to have been successful until the Seller has received the cleared funds.


The Buyer shall make all payments due to the Seller specified in the Sales Documents in full and without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, except pursuant to a court order.


The Seller shall guarantee that the products sold to the Buyer are brand new, unused, made of qualified materials with correct workmanship and correspond in all aspects to the quality, specifications and performance as agreed and requested by the Buyer.


If the Seller is found liable for discrepancies from the guidelines set forth in Article 9 of this Document and a claim would like to be made by the Buyer, the Buyer must submit written notice of such a claim within 30 days from the date of acceptance of the products. The Seller shall settle such a claim in the following way: Deliver an equivalent product as replacement with respect to the defective product and of which the replacement shall then conform to the specifications, quality and performance as required by the Buyer. The Seller shall cover all costs related to the settlement.


Any dispute arising from or in connection with this Business Cooperation shall be settled by means of friendly negotiations.


The formation, existence, construction, performance, validity and all aspects of this Business Cooperation shall be governed by the Chinese law and the parties involved should submit to the jurisdiction of the Chinese courts.


The Seller reserves the right to defer the date of delivery or to cancel the Sales Contract or reduce the volume of the Goods ordered (without liability to the Buyer) if the Seller is prevented from or delayed in the continuing of their business operations due to circumstances beyond their reasonable control including, without limitation, any form of labor disputes provided that, if the event in question continues for a continuous period in excess of 14 (fourteen) days, the Buyer shall be entitled to give the Seller notice in writing to terminate.

Neither party shall be held responsible for failure or a delay to perform all or any part of their obligations within the Sales Documents due to flood, fire, earthquake, snowstorm, drought, hailstorm, hurricane, war, government prohibition, or any other unforeseeable events at the time of the execution of this Sales Contract whereby such an occurrence could not be controlled, avoided or overcome. However, the affected party shall provide notification supported by a certified document or press release of the Force Majeure event issued by the relevant authority. Such a notification must be sent to the other party no later than 14 (fourteen) days after the Force Majeure event has occurred. Under such circumstances the Seller, is still under the obligation to take necessary measures to hasten the delivery of the Goods if still deemed feasible.