Terms and Conditions
General Terms and Conditionsof Business and Delivery
I.General
1. The following terms and conditions apply tothe supplier’s sales business and services. The inconsistent terms, includingany general conditions of the buyer, are binding only afterthe supplier has confirmed in written documents, otherwise the supplier has theright to refuse the buyer’s proposal any objection conditions. The supplier's delivery ofgoods, performance of services or acceptance of payment does notconstitute the supplier's confirmation of anyinconsistent terms with these terms and conditions.
2. These terms apply to thequotations of the supplier and the orders placed with him. The buyer acceptsthese terms and conditions as binding by placing an order and accepting theorder confirmation as well as by accepting the delivery. A buyer’s objection byusing a form - particularly in his own conditions of purchase - isunremarkable.
3. Any changes, additions andexemptions to these terms and conditions must be made in writing, otherwisethey will not have any effect..
II.Offer / Scope of Supply
The scope of products to besupplied pursuant to an offer, service description specified in the quotation,which are always nonbinding until the written order confirmation.If the contract comes into effect because thesupplier accepts an order of the buyer by order confirmation, the servicedescription specified in the order confirmation.
III. Prices and Payment
1. Unless otherwiseexpressly agreed in written, the price refers to the factory price and does not include packagingcosts and a series of costs such as labor costs and transportation costs forassembly at the buyer's site. The value-added tax shall be paid by the buyer inaddition to the statutory tax rate valid on the date of invoice issuance.
2. Except as otherwise expresslyagreed, payments must be made without deductions.
3. If production progress during themanufacture of the delivery item is not possible due to an event for which thebuyer bears fault (for example because of unavailable technical documents andspecifications, unavailable releases or unavailable provisions of samplematerials), and if contractually agreed payment milestones are not reached dueto this, the supplier reserves the right to claim a partial payment as countervalue to the production progress already carried out not later than one monthafter the originally agreed date of payment.
4. The buyer's offset request can only beimplemented after its request is not disputed or is supported by the finaldecision of the competent court.
IV. Delivery Time
1. Unlessotherwise expressly agreed in a written document, the delivery location shallbe the supplier’s production or storage location.
2. Unlessotherwise expressly agreed in written, The delivery time shall be as specifiedin the agreements between the parties. The delivery time specified by thesupplier Calculated from the release ofthe written confirmation of the order.Adherence to the delivery period by thesupplier assumes that all commercial and technical issues between thecontractual partners have been resolved and the buyer has met all theobligations accruing to him, including but not limited to deposit payment,payment, the provision of documents, drawings, samples, authorisations,releases or other services to be supplied by him. If this is not the case thedelivery time is extended by a reasonable period. This does not apply if thedelay is caused by supplier's default.
3. The time fordelivery has been complied with if, prior to its expiry, the delivery item hasbeen provided to the buyer at the supplier's site or at another specifiedlocation (plant, warehouse, etc.), or no-tice of the delivery item’savailability at such a location has been provided. If the nonobservance of thedelivery time is attributable to events beyond the supplier's control, the delivery time is extended to a reasonable period.
4. Suppliers should be allowed to partially deliver and perform within areasonable scope. If the supplier's delivery is delayed due to the supplier orother reasons not attributable to the supplier, the buyer is willing to givethe supplier a reasonable additional delivery time or performance time, and theabove-mentioned period is not less than 15 days.
5. If there is a possibility of delivery delay, the supplier shall notifythe buyer of the delivery delay as soon as possible.
6. If delivery is delayed due to the buyer’s fault, any costs incurred bythe delay shall be borne by the buyer.
V. Acceptanceof Delivery Item
If the buyer refuses to accept the goods and still refuses to accept itafter the supplier’s written delivery notice, the supplier is entitled torequest the customer to make payment according to the originally agreed paymentdate.
VI. Passing of Risk,Acceptance of Delivery Item
1. Risk passes to the buyer when thedelivery item is provided to the buyer at the supplier's site or at a differentspecified location (plant, warehouse, etc.) .This also applies if partialdeliveries are made or the supplier has taken over other services, for exampleshipping costs or delivery and commissioning at the buyer's site.
2. Insurance against damage intransit shall only be purchased at the express written agreement and at thebuyer's expense.
3. The buyer shall not refuse the acceptance inspection for non-properreasons. After delivery, the buyer is obliged to inspect and accept thedelivered items in a reasonable time in accordance with the contract, and signthe acceptance report provided by the supplier.
4. If the acceptance is delayed due to the buyer’s reasons, the product shall be deemed qualifiedwithin 4 weeks after the buyer receives the supplier’s acceptance notice.
VII.Retention of title
1. Thesupplier retains the ownership of the delivered item until it receives allpayments under the delivery contract, including but not limited to additionalauxiliary service fees, packaging fees, installation fees and other non-paymentexpenses.
2. The supplier is entitled to insurethe delivery item against theft, breaking, fire, water and other damages at thebuyer's cost, unless the buyer can proof having executed this insurancehimself.
3. The buyer may neither sell norpledge nor assign the delivery item as a security. In case of distraints aswell as detention or other acts of disposal by a thirdparty, he has to informthe supplier immediately.
If the buyer needs to resell the reserved goods due to dailybusiness needs, he must obtain the written consent of the supplier, and thebuyer shall inform its customers that there is a reservation of ownership ofthe goods in the transaction, and the ownership reservation clause shall bestipulated in accordance with these terms and conditions and the correspondingcontract. The same conditions are agreed with its customers for retention ofownership. The buyer shall, by way of guarantee, immediately transfer to thesupplier any retention of title or any claim arising from resale or any otherlegal basis after the order confirmation with his customer.
If the buyer defaults on the payment to the supplier, seriously violatesthe contract agreed with the supplier or the assets are confiscated, thebuyer's right to dispose and deal with will be terminated.
If the buyer needs to process or modify the delivered goods due to resale,the buyer is willing to hand over the processing or modification to thesupplier.
4. If the buyer fails to perform the paymentobligations as agreed and refuses to pay after the supplier has urged, thesupplier has the right to request the return of the goods, and the buyer isobliged to return the goods in the most reasonable and appropriate manner inaccordance with the performance of the goods.
5. If the buyer initiates bankruptcy proceedings, the supplier has theright to terminate the contract and require immediate return of the delivereditems.
VIII.Warranty
The supplier shall provide services to the buyer based on the availabletechnical level and the usual industry level as stipulated in the contract.
This warrantyperiod is within 12 months from the date of delivery of goods, but parts that areprone to wear and tear are not covered by the warranty.
During thewarranty period,undernormal use and maintenance by the buyer, the supplier will provide freereplacement for wear and damage.
For componentsprovided by the buyer, the specific product manufacturer responsible for repairing thecomponents.The components provided by the buyer is not related to the supplier.
However, if the buyer processes andapplies stress onfiberglass materials near the machine, the supplier does not assume any qualityassurance for the guide rails,cylinders, feed devices, etc. If any problems occur,the supplier is notresponsible for maintenance.
If the quotation specifies warranty,thewarranty period specified in the quotationshall prevail; If the warranty period is not mentioned, the provisions of thisclause shall prevail.
IX. Claims
1. If thecharacteristics of the supplier’s goods and services as stipulated in thecontract law only cause non-substantial damage, the buyer has no right to obtain compensation forthe defects of the supplier’s goods or services; if the delivered goods orservices are legitimately claimed, the supplier It should be given a reasonabletime for replacement or repair. For non-emergency situations, the buyer shallnot repair defects by himself or hire a third party to repair defects withoutthe consent of the supplier.
2. To exercise the warranty rights, the buyer must correctly perform theinspection or testing procedures prescribed by the law, and promptly notify thesupplier of the repair. The notice period shall not be later than 7 days afterthe inspection, otherwise the supplier has the right to refuse the repair.
3. The supplier decides to repair or replace the defective parts free ofcharge for all parts that are proven to be defective before the transfer ofrisk.
4. All complaints,especially complaints about claims of defects, must be submitted to supplier inwritten without delay, no later than 10 days after the delivery of the goods,and for potential defects, no later than the date the defect is discoveredwithin 7 days from the date of inspection and testing. If the buyer fails tonotify the supplier of the complaint in the agreed manner within theabove-mentioned time limit, it shall be deemed that the supplier has fulfilledit in accordance with the contract. If the buyer knows that there is a defectand still accepts the goods or services, the buyer has the right to claim thedefect only if the buyer expresses its reservation in written at the time ofdelivery.
If the complaint is proved to be reasonable, the buyer can claim damagesand request repairs and replacements in accordance with the law. The actualcost of compensation does not include the additional cost of transporting thegoods to a location other than the original delivery location.
5. The limitation period for all promptly reported defects is twelve monthsafter the transfer of risk.
6. The supplier does not provide any guarantee for the followingsituations: unreasonable or improper use of the delivered items, normal wearand tear, improper maintenance, and failure to provide an appropriate, stable,safe and reasonable operating environment.
7. If the buyer or a third partycarries out repairs incorrectly, the supplier is not liable for the resultingconsequences. This also applies to changes the buyer made to the delivery itemwithout the supplier’s prior consent.
8. For substantial third partyproducts within the scope of a delivery, liability is limited to the assignment of liability claims to whichthe supplier is entitled against the subsupplier. The supplier will disclosethe contents of these claims to the buyer upon request. The supplier is onlyliable according to these terms after the unsuccessful legal action against thesubsupplier on the part of the buyer.
X. Compensation
1.For damages other than to the delivery item the supplier is only liable onwhatever legal grounds for:
(1)defects which the supplier fraudulently concealed;
(2)within the scope of a guarantee promise;
(3)defects of the delivery item to the extent that liability exists pursuant todamages to persons or personal property.
2. Regardless of the legal basis, and whether it is based on abreach of contractual obligations or tort, only the supplier’s legalrepresentative and employees have intentional misconduct or gross negligence inthe process of fulfilling their obligations, or when the supplier violatescontractual obligations and interferes with the purpose of the contract. Thesupplier will only be liable for damages or expense compensation to the buyer.If there is only slight negligence in the breach of contractual obligations,the supplier’s liability for compensation is limited to the buyer’s direct losses, and the maximum shall not exceedtwice the contract value.
XI.Limitation
All claims by the client on whatever legal grounds expire 12months after passing of risk. Compensation for defects,guarantees, damages or expenses related to products and services and otherdisputes between the two parties shall be subject to the mandatory provisionsof the laws of the People's Republic of China. The relevant statutory time limitshall apply to the request for compensation.
XII.Software
1.If included in the scope of supply, the buyer shall be granted asingle, nonexclusive right to permanently use the supplied software specifiedin the contract including its documentation. All rights related to the Softwareand the accompanying documentation, especially the exercise of all proprietaryrights, belong exclusively to the supplier.
2. The buyer may only use thesoftware for the operation of the machines and plants included in the scope ofdelivery. Transfer to thirdparties or disclosure is expressively forbidden.
3. Theright of translation, decompilation, modification or each other form ofchanging the software as well as the creation of derivative works isexclusively reserved for the supplier.
The supplier clearly informsthe buyer that it is not allowed to re-edit or modify the software without thewritten authorization of the supplier. Even a small intervention in thesoftware may cause major and unforeseen failures in the software process andsystem environment. Here, malfunctions that cause personal injury may occur. Ifthe buyer does not notify the customer of the risk of software modificationwithout the supplier’s consent, resulting in unpredictable damage, the risklies entirely with the buyer.
XIII. Intellectual Property and Confidentiality Clause
1. The parties under these terms andconditions have agreed to keep confidential any information obtained from anyparty ("disclosing party") during the performance of the contract anddeemed confidential based on its literal meaning or reasonable circumstances.The receiving party shall treat the received information with reasonableattention and prudence, and shall not disclose or disclose to a third party without the prior written consent of the other party, otherwise it shall be deemed as a breach of confidentialityobligations. The party that violates the above-mentioned obligations shallcompensate the other party for all losses and rights maintenance costs(including but not limited to loss of gains, litigation fees, notary fees,attorney fees, etc.). However, suppliers who share such information with theiremployees, subsidiaries and affiliates are not subject to confidentialityobligations in this agreement. The confidentiality period is permanentconfidentiality.
2. The obligations mentioned above do not apply to any of the followingsituations:
(1) Information that the recipient already knows before the other partydiscloses it, or information that is learned through a third party that doesnot assume any confidentiality obligations;
(2) Information that is not generally known to the public because of therecipient's actions or omissions;
(3) Information required to be disclosed in accordance with laws,regulations, administrative orders, etc.
3. Intellectual Property
For each party’s existing intellectual property rights and related rightsbefore this clause, the party shall be the sole owner. The contract does notstipulate that the intellectual property rights belong to the supplier,including but not limited to plans, drawings, and drawings approved or licensedby the supplier. Intellectual property rights and related rights in technologyagreements.
The supplier owns all intellectual property rights of the plans, drawingsand technical agreements (hereinafter referred to as "deliverables")provided in accordance with these terms and conditions. Without the priorwritten consent of the supplier, the plans, drawings, and technical agreementsmay not be used worldwide, and the plans, drawings, and technical agreementsthat the supplier has intellectual property rights shall not be disclosed tothird parties.
XIV. Miscellaneous
1. The terms andconditions are governed by the laws of the People's Republic of China. Anydisputes related to or caused by these terms and conditions that cannot beresolved through friendly negotiation between the two parties shall besubmitted to the local court of the supplier for settlement.
2.If the individual clauses of these conditions are invalid, unlessotherwise agreed by both parties, the remaining valid legal clauses are stillvalid. The above provisions do notaffect the validity of contracts or other written agreements.
3.These terms and conditions are written in both Chinese and English. If there isany inconsistency between the two language versions, the Chinese version shallprevail.
