1. GENERAL Orders are accepted by us (“Seller”) subject to these terms and conditions.
These terms and conditions apply to the exclusion of all other terms. In case of a conflict, inconsistency or addition not expressly accepted in writing by Seller, the terms and conditions of sale provided herein shall be considered as superseding the conflicting, inconsistent or additional terms stated in Buyer’s purchase order, order form, contract or otherwise. The acceptance of an order will supersede all prior communications and constitute a complete and binding contract between the party purchasing equipment hereunder (“Buyer”) and Seller, which contract cannot be modified or canceled without the written agreement of both parties.
2. OFFER / CONCLUSION OF CONTRACT.
Seller’s quotations shall be non-binding and subject to change unless expressly indicated otherwise. Buyer's order constitutes a legally binding offer to enter into a contract. The acceptance of an order shall be by way of an order confirmation by Seller (including by email). If no order confirmation is issued, or no Proforma invoice has been sent to Buyer (subject to these terms and conditions), means that the order as not accepted by Seller. Seller will strive to ensure that the product descriptions appearing in the quotation are clear and correct. However, Seller does not guarantee that the descriptions are current or error-free and cover all the details of the products.
Once Buyer send official Purchase order/ signed quotation/ contract, we shall send you an email acknowledging the receipt of your order with Proforma Invoice and payment method. The email is only a confirmation of receipt of your order and does not constitute an acceptance of your order. Your order will be accepted when completed the payment and received Seller’s payment confirmation email.
Seller shall attempt to comply with, but will not guarantee, shipping date and loading and routing instructions. Seller reserves the right to allow or prorate shipments against all orders whenever, in its judgment, an oversold condition exists as to any particular product manufactured or sold by it. In the event of a default by Buyer, Seller may decline to make further shipments without waiving any of its rights under such order. If, despite such default, Seller elects to continue to make shipment, its action shall not constitute a waiver regarding, or otherwise diminish, Seller’s legal remedies with respect to such default or any future default. Any claims of Buyer for compensation due to the inability to deliver goods, or due to delays in delivery, shall be limited as set forth in Section 11 of these terms and conditions.
4.1 Buyer shall pay all freight, duties, cartage, and handling. Seller is committed to selling only first-quality products and employs several quality checks before the product leaves the warehouse. Seller shall under no circumstances, be liable to the buyer for any consequential, indirect or economic loss or damages in any delivery caused.
4.2 Shipping cost will be paid by Buyer in the amount as specified in Seller’s quotation. The cost includes shipping documentation handling fees and the expenses incurred in delivering the ordered item(s) to the address specified by the Buyer (to one recipient, at one address). Shipment and delivery will be made by the carrier and in the manner designated by Seller.
4.2 In FOB (Origin), Shipping cost will be paid by Buyer in the amount as specified in Seller’s quotation. The cost includes shipping documentation handling fees and the expenses incurred in transporting the cargo from its place of origin to the port/airport and ocean freight/air freight to the port/airport of destination. Rest of all expenses to arrive the goods at Buyer's premise has to be met by the Buyer
Irrespective of any prices quoted by Seller or listed on Buyer’s order, an order is accepted only at the prices shown on Seller’s written quotation (the “Quotation”). Installation of utilities required for equipment is not included in the specified price.
6. PAYMENT TERMS.
6.1 Unless agreed otherwise, payment terms shall be as set forth in Seller`s quotations.
6.2 For all international orders, the payment term should be 100% prepaid and made by Telegraphic Transfer (TT). Seller will not despatch any order without receiving the full payment.
7. TAXES & CUSTOM CLEARANCE
Quoted prices do not include any taxes. Accordingly, in addition to the prices specified on the Quotation, the amount of any applicable excise, sales, use and/or similar taxes will appear as separate items on the invoice and will be paid by Buyer unless prior to shipment Seller receives an appropriate tax exemption certificate from Buyer.
Regardless of the shipping terms as set forth above, Seller is not obliged to deal with any customs clearance issues and pay any customs duties in the importing country.
8. FORCE MAJEURE.
Seller shall not be liable for failure to perform occasioned by strikes, lockouts, labor difficulties, riots, inability or difficulty in obtaining or procuring supplies, labor or transportation, fires, storms, floods, earthquakes, explosions, accidents, acts of God, interference by civil or military authorities, whether legal or de facto, acts of the public enemy, war, rebellion, insurrection, sabotage, embargoes, orders given priority by any public authority or any other cause beyond the reasonable control of Seller if such event was not foreseeable at the time when the contract was entered into.
a) Cancellation by Buyer
Buyer may, by prior written notice to Seller, cancel orders or defer deliveries only on the conditions that Buyer assumes immediate liability and makes payments to
Seller for cancellation charges incurred on the basis of costs to Seller, including handling and overhead charges. All cancellation charges will be determined at the time of cancellation or deferment.
b) Cancellation by Seller
Seller may, by written notice to Buyer and without any liability, cancel Buyer's order
Buyer (i) fails to perform any of the terms and conditions hereof and does not cure such failure within a period of 10 days after receipt of written notice from Seller specifying such failure; (ii) in Seller's opinion has not established or maintained credit to meet promptly the payment terms imposed by Seller in Section 4 herein; (iii) becomes insolvent, makes an assignment in favor of creditors, or becomes subject to any bankruptcy, dissolution, or similar proceedings; or (iv) is merged into, or all or a substantial part of its assets are sold to, another company. As a nonexclusive alternative to cancellation, Seller may, by written notice to Buyer and without any liability, suspend any of its obligation hereunder for any reason
Buyer shall not assign this order or any portion thereof without the prior written consent of Seller.
11. LIMITATION OF LIABILITY.
11.1 Further claims by Buyer, particularly for damage compensation in place of performance and compensation for other direct or indirect loss – including accompanying or consequential loss, regardless of legal grounds – are hereby excluded. This shall not apply if: (a) Seller has fraudulently concealed a legal or material defect or has provided a guarantee for its absence, or for a characteristic of the goods; (b) The damage is due to intent or gross negligence on the part of Seller, one of its legal representatives or assistants, or is due to a negligent violation of material contractual obligations on the part of Seller or these persons. Material contractual obligations are obligations whose fulfillment is material to due and proper implementation of the contract and which the contractual partner regularly expects and can trust to be fulfilled. However, in the event of simple negligence, Seller’s liability for damages other than personal injury or damage to health shall be limited to the foreseeable loss typical for this type of contract; (c) A culpable breach of obligations on the part of Seller or its legal representatives or vicarious agents has led to personal injury or damages to health; or (d) All sales contracts are therefore concluded in Hong Kong SAR and are written in English.
11.2 The provisions of Section 11.1 shall apply correspondingly to any direct claims by the Buyer against Seller’s legal representatives and vicarious agents.
11.3 Contractual penalties (penalties for non-performance, flat-rate damages, etc.) to which Buyer is subject by a third party can only be claimed as damage compensation from Seller – regardless of the other requirements – if this has been expressly agreed in advance between Buyer and Seller or if Seller has been expressly informed in writing of a potential contractual penalty agreed between Buyer and a third party before the conclusion of the contract with Seller.
11.4 In every case, the statutory provisions for final delivery to a consumer who is a private individual shall remain unaffected.
11.5 Seller shall not be liable for delays or defaults in deliveries due to causes beyond Seller's control and without its fault or negligence. Buyer takes responsibility for the goods when the goods leave Seller’s premise. If an item is damaged during shipping, Seller will not be held responsible.
12. COMPLIANCE WITH LAWS.
(a) The performance of each party hereunder is subject to compliance with all applicable laws.
(b) Buyer understands that exports and re-exports of Seller’s products and any related software, service, technical assistance, training and related technical data, and any media in which any of the foregoing is contained (the “Items”) may be subject to German, European, U.S. and foreign trade controls, customs, anti-boycott and economic sanctions laws, regulations, rules and orders (the “Export Laws”). In addition to any other remedy it may have, Seller may suspend or cancel the export, delivery, installation, or any maintenance or repair service of any Item if (a) Seller has not received all export-related documentation requested by Seller, including end-user certificates, (b) Seller has not received the governmental approvals that Seller deems to be required, or (c) Seller believes that such activity may violate any Export Laws or Seller’s own compliance policies. Buyer shall only use the Items for non-military, peaceful purposes. Buyer shall not export, re-export or otherwise transfer or provide any Item in contravention of any applicable Export Law or any end-user certificate provided by Buyer, including to an embargoed or otherwise sanctioned country, to anyone listed on any applicable prohibited persons list published by the U.S., the UN, the EU or the OSCE, or for a prohibited end-use (such as research on or development of chemical, biological, or nuclear weapons, unmanned air vehicles or missiles, or nuclear explosive or fuel cycle activities). Buyer must notify Seller before providing any technical data to Seller that is controlled under any applicable Export Law. Seller will not be liable to Buyer for any loss or expense if Buyer fails to comply with any Export Law. (c) Buyer will comply with all applicable import laws or other restrictions or conditions respecting the import of Items that are now in effect or are hereafter imposed by any government or other applicable jurisdiction. Buyer shall be responsible for obtaining any necessary import permit, license or authorization at its sole cost and expense. Buyer shall immediately notify Seller if an import permit, license or other authorization is required in connection with any such import.
13. APPLICABLE LAW / PLACE OF JURISDICTION.
The contract created hereby shall be interpreted and construed under the laws of Hong Kong SAR, without regard to the choice of law provisions thereof and not including the U.N. Convention on Contracts for the International Sale of Goods. The place of exclusive (and international) jurisdiction for any and all disputes arising out of or in connection with the Seller`s business relations with the Buyer shall be the place of Seller`s registered office. However, Seller may also sue Buyer in the place of its domicile.
14. SEVERABILITY CLAUSE.
If individual provisions of these terms and conditions should be void or invalid in whole or in part, this shall not affect the validity of the remaining provisions. In place of any provisions which are invalid or not incorporated into the contract primarily the statutory provisions shall apply. In all other cases, the Parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation of the contract does not have precedence or is not possible.
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