Trelleborg Sealing Solutions (China) Co., Ltd
General Terms & Conditions of Sale and Delivery
These General Conditions of Sale and Delivery apply to all sales from Trelleborg Sealing Solutions China (hereinafter "Trelleborg Sealing Solutions").
The intention is briefly to inform about the conditions that Trelleborg Sealing Solutions apply to the sales of Goods (hereinafter "Goods") in addition to what follows from the applicable law of the People’s Republic of China (“PRC”).
1. The Basic Principle of these General Conditions
1.1
As a basic principle all sales of Goods from Trelleborg Sealing Solutions are governed by the PRC law. Based on this, Trelleborg Sealing Solutions only claims the exceptions set out below in these General Conditions, or which have been agreed on in writing in connection with an individual purchase. Thus, Trelleborg Sealing Solutions does not accept any special terms of purchase specified by the buyer before or after the issuing of the order confirmation, unless Trelleborg Sealing Solutions has con-firmed them in writing.
1.2
Quotations made by Trelleborg Sealing Solutions will not be binding till Trelleborg Sealing Solutions has received the buyer’s acceptance and issued an order confirmation. Trelleborg Sealing Solutions' quotations are valid for 30 days from the date of quotation. The order confirmation and these General Conditions constitute the agreement concerning the sale of Goods between the buyer and Trelleborg Sealing Solutions as the seller.
1.3
All prices quoted by Trelleborg Sealing Solutions are based on these General Conditions and reflect the limitations in Trelleborg Sealing Solutions' liability, which are set forth herein. If the buyer wishes to con-tact terms other than those set out these General Conditions, special arrangements can be made and Trelleborg Sealing Solutions can submit a revised quotation.
2 Purchase Price
2.1
The purchase price of the Goods is stated in the quotation form or order confirmation and is inclusive of VAT, import duties, tariffs or any other levies or charges that may be imposed by the Chinese authorities (the “Taxes”). If the order confirmation does not contain a purchase price, Trelleborg Sealing Solutions' standard price in force at the time of the delivery of the Goods shall apply to the sale of Goods. Trelleborg Sealing Solutions is, however, entitled to adjust the purchase price if the company’s total costs for the Goods have been increased by circumstances beyond the company’s control, such as increases in prices on raw materials, electricity, Taxes etc.
3 Delivery
3.1.
For international sales, when the terms of delivery and/or the conditions of delivery of the transaction have been agreed on, they are to be interpreted in accordance with the INCOTERMS in force at the time of the conclusion of the sale. If no special terms have been agreed on, the delivery shall be considered FOB under FCA INCOTERMS 2010. Trelleborg Sealing Solutions shall ship the Goods and choose the transport method. Shipment shall be for the buyer’s account and risk.
3.2.
Trelleborg Sealing Solutions (China) Co., Ltd
For domestic sales, unless otherwise agreed, the delivery terms shall be EXW. But Trelleborg Sealing Solutions can ship the Goods to the buyer upon the buyer’s request and at its account and risk.
4. The buyer’s obligation to examine and to complain
4.1
The buyer is obliged to examine the Goods care-fully upon receipt. The buyer shall immediately and not later than eight days from receipt of the Goods notify and describe such defects on the Goods delivered as the buyer has or ought to have found. The buyer cannot claim any defect that could have been found at such an examination. Complaints shall always be made within 3 months from delivery.
5 Quantity
5.1.
Trelleborg Sealing Solutions reserve the right to supply goods with a quantity deviation of ±3%.
6 Payment
6.1.
Trelleborg Sealing Solutions' payment terms are bank transfer, unless otherwise specified on the invoice. In the case of late payment, i.e. payment later than 8 days from date of invoice, Trelleborg Sealing Solutions will charge a daily interest at 0.5%.
7 Reservation of Title
7.1.
In so far as reservation of the title is legal according to the PRC law, the Goods shall remain the property of Trelleborg Sealing Solutions until payment of the Goods has been made in full.
8.1.
Trelleborg Sealing Solutions guarantees that the Goods conform to the specifications mentioned in the order confirmation within the tolerances which are normal and generally accepted within the business. Trelleborg Sealing Solutions does not guarantee the appropriateness for special purposes of the Goods, unless it has been mentioned specifically by the buyer in the order and stated expressly in the order confirmation by Trelleborg Sealing Solutions.
9
Consultant’s liability
9.1.
Trelleborg Sealing Solutions' advice on the Goods use for specific purposes is only to be considered informative, and as the buyer’s use of the Goods is beyond the control of Trelleborg Sealing Solutions, Trelleborg Sealing Solutions cannot be held liable for the buyer’s concrete use of the Goods. Trelleborg Sealing Solutions can further not be held liable for any damage or loss due to wrongful and unusual use of Goods.
10 Liability for defects and delays
10.1
Trelleborg Sealing Solutions does the outmost in order to deliver the Goods free of defects in due time to all Trelleborg Sealing Solutions (China) Co., Ltd customers. If Trelleborg Sealing Solutions exceptionally does not succeed in doing so, Trelleborg Sealing Solutions undertakes the following liability: Up to a maximum corresponding to 25% of the purchase price of the Goods or – if the Goods are to be delivered in instalments – corresponding to 25% of the purchase price of each delivery. Trelleborg Sealing Solutions shall indemnify the buyer for the direct losses suffered due to Trelleborg Sealing Solutions' delivery of defect or delayed Goods, provided that the defect or the delay by negligence on the part of Trelleborg Sealing Solutions.
10.2
Trelleborg Sealing Solutions is not liable for any indirect losses, including but not limited to loss of production, loss of profit, loss as a consequence of market disturbances and other consequential losses, no matter if Trelleborg Sealing Solutions can be blamed for such damage.
10.3
Unless otherwise provided by law, Trelleborg Sealing Solutions' liability ends within 12 months after the date of delivery.
10.4
Trelleborg Sealing Solutions is not liable for any defects or delay that is caused by transportation, storage, wrongful handling of the Goods and any neglect by third party.
11 Product Liability
11.1
Trelleborg Sealing Solutions shall be liable for damages caused for defective products delivered by Trelleborg Sealing Solutions in accordance with the Product Quality Law and other relevant rules of the PRC.
11.2
Trelleborg Sealing Solutions shall not liable for any damages which be attributed to incorrect or un-usual use of Goods. Likewise, Trelleborg Sealing Solutions shall not be liable for any damages of real property or tangible assets, unless Trelleborg Sealing Solutions has acted with gross negligence.
11.3 。
However, if liability arises pursuant to the above, such liability shall not include operating loss, loss of time and other indirect loss. Unless otherwise agreed in writing, liability for damage to property cannot exceed the delivery value per incident or series of incidents caused by the same delivery.
11.4
If a third party files a claim against the buyer for liability according to the Product Quality Law, the buyer shall immediately notify Trelleborg Sealing Solutions hereof. The buyer shall discharge Trelleborg Sealing Solutions if liability in excess of the above-mentioned limitation of liability is imposed on Trellborg Sealing Solutions.
Trelleborg Sealing Solutions and the buyer shall be mutually obliged to accept being sued at the court handling claims for damages raised against them on the basis of damages claimed to be caused by the products delivered by Trelleborg Sealing Solutions. As stated in clause 13 of this General Conditions PRC law shall apply to the relationship between Trelleborg Sealing Solutions and the buyer.
12 Force Majeure
12.1.
Neither the buyer nor Trelleborg Sealing Solutions can influence circumstances beyond their control Consequently, neither Trelleborg Sealing Solutions nor the buyer shall be liable for failure to fulfil the agreement due to events beyond their control (force majeure), however, only to the extent and as long as these circumstances prevent the parties from fulfilling the obligations under this agreement. The following circumstances shall be considered as cause for both parties, if they prevent the fulfilment of the agreement or make performance unreasonably onerous: Industrial disputes and other circumstances beyond the control of the parties such as fire, war, mobilization or military call up of a comparable scope, requisition, seizure, changes in statutory regulations, currency restrictions, insurrection and civil commotion, shortage of Trelleborg Sealing Solutions (China) Co., Ltd transport, general shortage of materials, restrictions in the use of power and defects or delays in deliveries by sub-contractors due to any circumstance as referred to in this paragraph.
13 Governing Law
13.1
Any dispute that arises out of or in connection with any deliveries from Trelleborg Sealing Solutions shall be settled according to PRC Law
14 Dispute Resolution
14.1.
Any dispute arising out of or in connection with Trelleborg Sealing Solutions' deliveries, which cannot be settled between Trelleborg Sealing Solution and the buyer through amicable negotiation within thirty (30) days since one party formally raises the dispute in writing to the other party shall be settled by arbitration with China International Economic and Trade Arbitration Commission in Shanghai in accordance with its then effective arbitration rules. The arbitration shall be conducted in the English language.