唐纳森(中国)贸易有限公司/唐纳森(无锡)过滤器有限公司 - 销售条款和条件
a) 货物的交付根据交付计划表或卖方确认订单/发票上的日期或其他由卖方以后书面通知买方的日 期确定。
TERMS AND CONDITIONS OF SALE of Donaldson (China) Trading Company Limited and Donaldson (Wuxi) Filters Company Limited
1. The terms and conditions of sale set out in this document (the “Conditions”) shall apply to the contract (the “Contract”) for sale of goods (including any finished goods work-progress) (the “Goods”) by Donaldson (China) Trading Company Limited and Donaldson (Wuxi) Filters Company Limited (“Seller”) to a buyer (“Buyer”) to the exclusion of all other terms and conditions which Buyer may purport to apply under any purchase order, confirmation order or similar documents, Seller’s acceptance in writing of Buyer’s order for the Goods shall be deemed conclusive evidence of Buyer’s acceptance of the Conditions. Any variation to the Conditions shall be inapplicable unless agreed in writing by Seller.
2. The Goods & Order
a) The quantity and description of the Goods shall be as set out in Seller’s quotation/ confirmation order/ invoice.
b) Buyer cannot cancel any purchase order placed with Seller nor change any terms of such order save and except with written approval of Seller.
a) The price of the Goods (the “Price”) shall be the price set out in Setter’s confirmation order / invoice overleaf.
b) The Price is exclusive of any applicable tax, customs duty and /or levy imposed by any public authority and freight, for which Buyer shall be directly liable.
c) The Price quoted includes the Seller’s standard packaging according to its specifications. In the event that Buyer’s request for non-standard packaging of the Goods is accepted by Seller, Buyer shall liable for additional amount of packaging costs, including packaging for exports, as determined by Seller.
a) Payment to the Price shall be due within 30 days after the date of invoice/ date of delivery or as agreed between Seller and Buyer.
b) Payment by credit is conditional on Seller’s approval of Buyer’s credit standing and subject to Seller’s right to demand payment by cash of additional securities where there is a deterioration in Buyer’s credit or financial position in Seller’s opinion.
c) Interest on overdue invoices shall accrue from the date payment becomes due from day to day until the date of payment at the rate of 2% above the prime lending rate of Hong Kong and Shanghai Banking Corporation Limited for the relevant currency from time to time in force.
d) If Buyer fails to make any payment of provide any security satisfactory to Seller, Seller shall have the right to enforce full payment of the Price in respect of the Goods. Upon default of Buyer in payment of and amount due to Seller, Buyer shall immediately pay to Seller the entire unpaid amount (including the Price) for any and all shipments in respect of the Goods and irrespective of the terms of such shipments. Seller may withhold all subsequent shipments until all outstanding amounts due to as Seller is fully settled.
e) The Payment of the goods shall be deemed having been made only after it is remitted to the Seller’s account.
5. Delivery and Risk
a) Delivery of the Goods shall be made in accordance with the delivery schedule of on the date specified in Seller’s confirmation order/ invoice of on such other dates as Seller may further notify Buyer in writing.
b) Delivery is made when the Goods are delivered Ex Works of Seller’s factory or to a carrier, as case may be. Risk shall pass to Buyer on such delivery. Buyer cannot refuse to accept any part of the Goods delivered on the ground that any part of such delivered Goods are non-conforming to the description of the Contract except with written consent of the Seller.
c) Title and property in the Goods shall not pass to Buyer unless and until full payment of the Price and of all other sum due to Seller by Buyer in relation to the Goods.
d) Seller shall not be liable for any loss of damage whatsoever due to failure to deliver the Goods (of any of them) promptly of at all where such delay of non-delivery is caused by contingencies beyond Seller’s control including but not limited to fire, explosions strike, war, storms, shortage of supply of raw materials, delay of carriers of otherwise. In event that any one or more deliveries is suspended of delayed by reason of any one of more of the said occurrences of contingencies, any and all deliveries so suspended of delayed shall be made as soon as practicable after such disabilities have ceased to exit. In any event, nothing herein contained shall be construed as lessening the full amount of the Price of the Goods purchased and sold but only as deferring delivery and payment in the occurrence of such events and to the extern herein provided for.
a) Buyer shall inspect the Goods on delivery and shall within 10 days of delivery notify Seller in writing of any alleged defect, shortage in quantity or failure to comply with description. If Buyer fails to comply with these provisions, the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect of damage and Buyer shall be deemed to have accepted the Goods.
b) If the Goods de not conform to the Contract for any reason, Buyer’s sole remedy shall be limited to Seller marking good any non-conformity of shortage by replacing such Goods of, if Seller shall elect, by refunding a proportionate part of the Price. Seller has discretion to determine whether to accept the return of any non-conforming Goods. The cost of freight of transportation of such returned non-conforming Goods shall be borne by Buyer. Such returned Goods may be subject to restocking charges as specified by Seller.
c) Seller’s liability to Seller, whether for any breach of Contract of otherwise, shall not in any event exceed the Price and Seller shall be under no liability for any direct, indirect of consequential loss and/ of expense suffered by Buyer or liability incurred by Buyer.
7. Intellectual Property
a) The specifications and designs of the Goods (including the copyright, design right or other intellectual property in them) shall be as between the parties be the property of Seller.
b) Unless otherwise agreed to in writing by Seller, the intellectual property in and title of all dies, tools and gages developed and used in production of the Goods or any parts thereof (“Equipment”) shall be property of Seller, notwithstanding that Buyer pays for the costs of such Equipment.
c) Where any designs of specifications have been supplied by Buyer for manufacture by Seller, Buyer warrants that the us of those designs of specifications for the manufacture, processing, assembly of supply of the Goods shall not infringe the rights of any third party.
a) Seller warrant that the Goods will at the time of delivery correspond to the description given by Seller.
b) To the extent permitted by applicable laws, the foregoing warranty is in lieu of all other warranties, conditions or terms express or implied by statute or common law (including without limitation warranties as to merchantable quality or satisfactory quality or fitness for a particular purpose or usage).
9. Amendment, Assignment and Termination
a) Unless otherwise provided by the Contract, neither party may at its own discretion amend the Contract or assign the Contract to any third party without the prior written consent of the other party.
b) The Seller may allow the Buyer at its own discretion to perform in a reasonable extended period its obligations under the Contract where the Buyer does not effect payment or accept the Goods or fulfill any other obligations under the Contract. Should the Buyer fails to fulfill its obligations in such extended period. The Seller shall be entitled to terminate the Contract by sending a written notice to the Buyer.
c) The Contract shall be terminated upon one party’s receipt of the said written notice under the circumstances outlined in above Article a) and Article b).
Failure by Seller to exercise any of its rights under the Contract shall not constitute a waiver of such rights. Seller shall not be deemed to have waived any right resulting from any failure to perform by Buyer unless it has made such waiver specifically in writing.
If any provision of the Conditions shall be held to any extent to be illegal or unenforceable by a court of competent jurisdiction, that provision shall to that extent be deemed not to form part of the Conditions and the enforceability of the remainder of the Conditions shall not be affected.
Any taxes, duties, impositions or charges required to be paid or payable of imposed by any local or foreign governmental authority in respect of the Goods shall be paid or payable by Buyer. Buyer shall not be allowed to offset against or reduce the Price for any taxes, duties, impositions or chares owed, paid or payable by Buyer. If any such taxes, duties, impositions or charges are to be paid or payable by Seller, Buyer shall pay the same and indemnify Seller for any claim against Seller in respect thereof.
The contract shall be constructed in accordance with the laws of the laws of PRC. Any disputes arising from the performance of this Contract shall be resolved by amicable negotiation on between the parties. In case no settlement is reached through negotiation, the parties irrevocably agree to submit to the non-exclusive jurisdiction of the courts where the Seller located.
The Conditions shall constitute an integrate part of the Contract and shall be equally valid. In the event of any inconsistency between the Contract and the General Terms, the Contract shall prevail.
The following disclaimer is only applicable in relation to the Goods sold and manufactured by Seller or manufactured by Seller’s group company. Donaldson Company, Inc. (Seller and Donaldson Company, Inc together known as “Seller’s Group”) and sold and /or marketed through Seller under the Seller’s Group’s dust collection group products (including Torit, Aercology and DCE) (“Dust Collection Group Products”).
The Dust Collection Group Products are marketed, sold and manufactured by the Seller’s Group for a variety of applications. Some of these applications (such as grain handing /processing and woodworking) include inherent fire and explosion hazards. The Seller’s Group wishes to state its rights and responsibilities and the rights and responsibilities of its Buyers, customers and equipment users hereunder.
The Seller’s Group is neither an expert nor a certified consultant for fire, spark, or explosion detection, suppression and control. Furthermore, Buyers, customers and equipment users acknowledge that there are many factors which contribute to fires and explosions which are out of the control of the Seller’s Group. These factors include but are not limited to the design and maintenance of ductwork, fire suppression and detection systems as well as worker procedure and error. Therefore, the Seller’s Group assumes no liability for the fitness of any of its products (with respect to fires and explosions) for a particular installation or application.
The Dust Collection Group Products are available with sprinkler taps and /or explosion vents, but the fitness of these devices for a particular application or installation is the responsibility of Buyers, customers and equipment users. The Seller’s Group recommends that all dust control system designs reviewed and approved by an expert consultant appointed by Buyers, customers or equipment users who is responsible for the integrity of the system design and compliance with locally accepted codes. The Seller’s Group also recommends that proper maintenance procedures and work practices be followed to maintain any dust control system is sale operating condition.
The Seller’s Group requests that Buyers, customers, equipment users and consultants work with the Seller’s Group during the proposal and design stages of projects so that the Seller’s Group may recommend an appropriate dust collector for a given dust control system. If requested, the Seller’s Group may provide referrals to suppliers of equipment designed to detect and /or suppress sparks, fires and /or explosions, but the Seller’s Group does not assume any responsibility for such referrals.
This disclaimer forms part of the Conditions and is to be included with all quotes / confirmation order/ invoice and proposals made by the Seller’s Group for its products which are to be used in grain handling/ processing applications or other applications with inherent fire and explosion hazards. Acceptance and/ or approval of quotes/ confirmation order/ invoice and/ or proposals include the acceptance of this disclaimer.