I. The Terms and Conditions of Supply and Payment of Shanghai S.N. Dourabo Industrial Co.,Ltd. (hereunder referred to as "Company") exclusively apply; purchase terms of the client (hereunder referred to as "Client") which contradict or vary from our Terms and Conditions of Supply and Payment will not be accepted, except in cases where Company has approved those in writing. The Terms and Conditions of Supply and Payment also apply and prevail in cases where we conduct the delivery to Client without any reservations and in knowledge of the contradicting or varying purchase terms.
II. Offers are without obligation in terms of price, quantity, material and delivery periods. Company offers are subject to alteration and all alterations shall be made in writing to become effective.
III. Any technical requirements, service expectations and relevant notifications that made by Client shall be in writing in order to become effective.
IV. The technology-related material and data, including product information, drawings, illustrations and performance descriptions contained in catalogues, price lists or the documents accompanying the offer, are approximate values, unless they are expressly stated as binding in the quotation letter or order confirmation.
I. Unless stated otherwise, our offer shall be calculated in EURO, EXW(Incoterms 2010) or FOB(Incoterms 2010), including normal packaging and excluding Value Added Tax(VAT) if there is any. Special packaging would be charged at cost. The costs of agreed and prescribed inspection shall be charged to Client. Company reserves the right to change prices due to fluctuation of costs, in particular due to the change of material costs or raw material prices, which occur between the conclusion of the contract and delivery and for which Company is not responsible and which were not predictable for Company at the time of the conclusion of the contract.
II. Unless stated otherwise, payment shall be made in advance without any deduction. In the event of any default of payments or payment in arrears Company is entitled to withhold any order fulfilment-related action until payment is done in full.
III. In case our claim to payment is in jeoperdy by subsequent circumstances which result in a material deterioration of the assets, Company is entitled to withdraw from the contract.
IV. Company reserves the right to make technical and design changes, in particular improvements, even after confirming an order, insofar as this is reasonable for Client.
V. Product description conclusively and completely specifies the characteristics and qualities of the supplied product or service, such service and/or product descriptions are only nearly authoritative, unless the applicability for the contractually designated purpose requires exact conformity. In case of doubt, these types of descriptions, illustrations, references to DIN/ISO standards etc. should not be deemed to constitute a statement of warranty. In case of doubt, only explicit written declarations by Company are authoritative.
All goods supplied shall remain Company property(reserved goods) until all claims are resolved, in particular the outstanding claims, to which Company is entitled within the framework of the business relationship. This shall also apply to future claims.
I. If not otherwise agreed between Company and Client the delivery will be either ex work (EXW - INCOTERMS 2010) or FOB(INCONTERMS 2010).
II. The agreed delivery period starts with the date of order confirmation, however not until all technical details have been clarified, delivery and operational and payment matters have been finalized and settled. The same applies to delivery deadlines.
III. Delivery time that has been agreed upon in writing shall be extended by a reasonable period should their non-observance be as a result of "force majeure", e.g. military mobilisation, war, riots, strikes, lock-out, embargoes, etc. or the occurence of other unforeseen impediments which cannot be eliminated by reasonable means and which are beyond the sphere of responsibility of Company. The same shall apply should such circumstances affect subcontractors and suppliers. Should delivery be impossible in whole or in part because of the nonculpable failure of Company to obtain supplies itself, as a result of "force majeure" or of difficulties not caused by negligence of Company, Company shall be entitled to terminate the contract. In this event, Client shall not be entitled to claim damages or delivery of whatever kind.
IV. A right for the Client or for Company to withdraw from the contract according to clause III generally applies to the unfulfilling part of the contract only. Client's right to termination upon expiry of a reasonable period of grace period granted to Company without result shall remain unaffected.
V. Should dispatch or delivery of the goods be delayed by circumstances lying within the sphere of responsibility of Client, Company shall be entitled to charge the resulting additional expenses to Client.
VI. In principle, the whole order shall be executed once. Meanwhile partial deliveries shall be permitted, as far as such deliveries are reasonable for Client.
The goods shall be delivered in packaging which is suitable for dispatch and transport. Should packing or transport be desired above and beyond the transportability requirement, additional costs will be charged.
In the absence of other instructions by Client Company is entitled to determine the mode of delivery and the means of transportation as well as the forwarding agency or carrier.
If the loading or the transportation of the goods is delayed due to reasons for which Client is responsible, Company is entitled at its discretion to either store the goods or to deliver the goods to Client, in each case at the cost and risk of Client. Furthermore Company is entitled to take all measures Company considers necessary to maintain the goods at the cost of Client as well as to invoice the goods as delivered. The statutory provisions with regard to the default in taking delivery remain unaffected.
In case the parties have agreed on a date for collection of the ordered goods and Client does not arrange collection of the ordered goods within one week from the agreed date, Company is entitled at its discretion to either store the goods or to deliver the goods to Client, in each case at the cost of Client. Furthermore Company is entitled to take all measures Company considers necessary to maintain the goods at the cost of Client. The risk of an accidental loss of the goods will be passed to Client from the date the ordered goods have been prepared for collection.
In case of damage to goods in transit Client shall immediately arrange for identification and presentation of the facts with the competent agency.
With the transfer of the goods to the forwarding agency or carrier who is entrusted by client with the collection, or, when the goods leave the factory or warehouse, the risk of an accidental deterioration or an accidental loss is passed to Client.
The risk lies with Client for all deliveries, including any returns, even if freight prepaid, FOB, CIF(Incoterms 2000) delivery has been agreed. The risk shall pass to Client as soon as the consignment leaves the warehouse of Company or of a warehouse managed by Company. Should delivery be delayed at Client's request or as a result of circumstances for which Client is responsible, the risk shall pass to Client for the duration of the delay as of the date of notification of readiness to deliver.
Client is obliged to notify Company immediately of defects in the delivery; in case of obvious transport damage, Client is obliged to have this confirmed by the freight carrier.
If Client does not accept the delivery of the goods in due time, Company is entitled to set Client an appropriate deadline, to dispose the goods elsewhere and to grant Client with a reasonable extended deadline. This shall not affect the right of Company to withdraw from the contract or to demand compensation.
Deviations from mass, weights, quantities, length, etc are valid according to normal practices.
As far as legally admissible, no warranty will be given with regard to colour fastness. The right to marginal levels of bleaching and fading is reserved.
Company reserves the right to over- or undersupply by up to 15% to fully and rationally utilize production and loading capacity, the same also applies to partial deliveries.
Unless expressly stated otherwise, all technical advice offered by Company relating to the technology and applications is without warranty. It does not exempt Client from the obligation to examine the products supplied by Company in respect of their suitability for the intended further processing and application.
Company is responsible for the quality of the delivered goods. For defects, which do not undermine the performance or the value of the ordered articles significantly, Company does not accept any claims. The right of Client to assert claims for defects shall be statute-barred in all cases from the date of the punctual complaint in 12 months.
Any complaints regarding incomplete, false or defective deliveries are to be reported in writing immediately after receipt of goods. Hidden defects are to be reported in writing after these have been established. The punctual submission of the complaint suffices to comply with the time limit.
The quality of the delivered goods is determined exclusively and finally by the respective product specification. The details which are provided in the product specifications do not constitute any product warranties.
Should the goods supplied have a material defect, Company will remedy the defect or rectify the defect by providing goods without defect at Company's sole discretion and provided that Client has punctually presented Company with a justified and orderly notice of this defect.
For material defects which reduce the value or fitness of the goods in an immaterial manner, Company liability is excluded. For articles which have been overworked or changed without permission of Company, any obligations for replacement are invalid.
Client is obliged to maintain the received goods in good storage to avoid any damages, including but not limited to malfunctioning, deformation, rusting, decomposition etc. Claims regarding material defects are subject to a limitation period of twelve months from the passing of the risk, unless the statutory law does stipulate a longer period or the liability results.
Client shall provide Company with the rejected goods or samples of defective goods to verify the claim.
Client shall fulfil all his contractual obligations, in particular the stipulated terms of payment. Client shall be entitled to withhold payment due to defect only if a complaint with regard to a defect of goods has been filed within the applicable time period and accepted. In this event, the payment withheld shall be in reasonable proportion to the extent of the defect noted.
Insofar as it is not otherwise regulated in these conditions, Company is only responsible for damages or claims for expenses incurred as a result of failing to fulfil contractual and/or non-contractual obligations only with intent or with gross negligence, including intent or gross negligence of our legal agents, managers or vicarious agents.
The liability for damages which are caused by intentional or gross negligent behaviour of other vicarious agents is excluded.
Company undertakes no warranty and no procurement risk, except where Company has stated so expressively in writing.
The legal relationship between Company and Client shall be governed by the laws of the People's Republic of China. And the United Nations Convention on Contracts for the International Sale of Goods and UN Conventions on Conformity shall not be applicable.
The place of performance for both parties is the respective locations. For all disputes, including actions in summary proceedings based solely on documentary evidence, exclusive place of jurisdiction is the competent court in Shanghai. Company is also entitled to sue Client at its general place of jurisdiction.
