General Conditions of Sale of Shanghai Zhong Chi Automation Limited Company
These General Conditions of Sale and Supply shall apply to all products sold by Shanghai Zhong Chi Automation Limited Company, hereinafter designated as Vendor. They shall be deemed an integral part of all contracts of sale and service agreements entered into by the customer, hereinafter designated as Purchaser.
1.2.1 Vendor shall sell the products at the relevant prices set forth in the pricelist applicable for the time being.
1.2.2 Vendor shall have the right to alter price lists at any time, subject to two calendar months prior notice in writing.
1.2.3 Vendor shall have the right to alter the prices of orders already accepted, if its material, labor, or operating costs change.
1.3 Effective date and scope of contract
Regardless of whether an order is given orally or in writing, no contract shall be deemed to exist and no order deemed valid unless and until Vendor has confirmed its acceptance thereof either in writing or by conclusive action, such as the immediate delivery of the products ordered. The scope of Vendors duty to supply the products shall be as set forth in Vendor’s confirmation of the order.
2. Terms of supply
2.1 Extent of delivery As far as possible, Vendor shall supply the whole of the order as a single delivery. Purchaser hereby agrees to accept part deliveries. If Purchaser intends to refuse part deliveries, it shall expressly declare its refusal in its order.
2.2 Delivery dates
Vendor hereby undertakes to do all in its power to observe the delivery dates it has itself established either orally or in writing. Vendor’s failure to observe the delivery dates agreed shall entitle Purchaser to withdraw from the contract only if delivery has still not been made after a reasonable period of grace. Purchaser shall not be entitled to claim damages for non-delivery. Vendor shall be released from its duty to observe agreed delivery dates if Purchaser is in default in meeting its contractual obligations or requires changes to the products after Vendor’s confirmation of the order.
卖方承诺尽全力遵守其本身已经建立的口头或书面交付日期。 卖方未遵守同意的交付日期，只有在合理的宽限期后仍未交货的情况下，买方才有权退出合同。 买方无权因未交货而要求赔偿。 如果买方违约履行合同义务或卖方确认订单后要求更改产品，卖方应被免除其义务和遵守约定的交货日期。
2.3 Force majeure
Either party may suspend performance hereunder (except to pay for Product already received) in the event of: (1) acts of God, fire, explosion, flood, hurricanes; (2) strikes, lockouts or other industrial disturbances or riots; (3) war, declared or undeclared, or acts of terrorism; (4) compliance with any Federal, state, provincial, municipal or military law, regulation, order, or rule, foreign or domestic, including priority, rationing, allocation or preemption orders or regulations, or cancellation of Seller’s or Buyer’s license to operate its plant; (5) catastrophic failure of facilities used to manufacture Product, interruption or shortage of transportation, labor, power, fuel or raw materials; (6) total or partial shutdown due to Seller’s normal plant turnaround; or (7) any other cause or causes of any kind or character reasonably outside the control of the party failing to perform, whether similar or dissimilar from the enumerated causes (a “force majeure”). In the event a force majeure renders a party unable to perform its obligations under this contract, such party shall give written notice to the other party, with the full particulars including the expected duration of such force majeure promptly after the occurrence of the cause relied on, and upon the giving of such notice such party may suspend its obligations hereunder to the extent affected by such force majeure for the duration of the force majeure, but no longer, and so far as possible, such party will remedy the force majeure with reasonable dispatch. When a force majeure ends, performance shall resume, but such delay shall not, except by mutual agreement, operate to extend the term of this contract or obligate the Seller to make up deliveries or Buyer to purchase quantities so missed. Settlement of strikes or lockouts shall lie entirely within the discretion of the party having the difficulty;, the above requirements for remedy of any force majeure with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of the employees involved, when deemed inadvisable by the party having the labor difficulty. In the event of a force majeure, Seller has no obligation to purchase material for resale to Buyer, and no liability for cost to cover incurred by Buyer.
2.4 Delivery, transfer of risk, insurance
2.4.1 Due performance of delivery shall be deemed made in full and possession and risk shall pass to Purchaser when the products are ready for dispatch at Vendor’s works.
2.4.2 Except as expressly otherwise agreed, Vendor shall act on Purchaser’s behalf in dispatching the products and shall obtain insurance cover at Purchaser’s charge for normal transport risks.
2.5 Acceptance of returned products
Vendor shall not be required to accept products returned by Purchaser, but may do so as an exception, subject to its prior agreement in writing. Always provided that returned products were dispatched by Vendor no more than four calendar months earlier, acceptance shall be strictly limited to undamaged brand-new standard products in their original packing, i.e. products not modified at Purchaser’s request.
Products returned without Vendor’s prior agreement will be sent back at Purchaser’s risk and charge.
2.6 Ordering & Limits.
Seller may discontinue any Product sold hereunder at any time, unless Buyer and Seller have otherwise agreed in writing.
2.7 Shortage of Product.
During periods when demand for Product exceeds Seller’s available supply, whether due to a force majeure or otherwise, Seller may distribute Product among itself for its own manufacturing uses, its customers, and Buyer in such manner as Seller deems fair and practicable. Buyer will accept, as full and complete performance by Seller, deliveries in accordance with such determinations as Seller may make. Except in the case of a force majeure, if not satisfied with Seller’s determination, Buyer as its sole remedy shall have a right to terminate this contract without further obligation upon:
- 30 days written notice; and
- payment for all Product received to date.
2.8 CHANGE OR CANCELLATION OF ORDERS
Upon receipt of the Purchase Order from the Buyer, the Company reserves the right to immediately procure materials and start production. The Buyer shall be liable for any raw materials, components, semi-finished Products or finished goods purchased or produced at the time of any Purchase Order change or cancellation.
3. Payment of purchase price
3.1 Prices Unless expressly otherwise agreed, all prices for products shall be deemed ex works, in the currency, as set forth in the price lists applicable for the time being, exclusive of packing and discounts. Purchaser shall bear all other charges, such as (but not necessarily limited to) charges for freight and insurance; export, transit, import, and other permits; certificates, taxes, fees, duties, dues, and custom charges. Prices for repairs and alterations shall be deemed ex works or from the nearest service workshop.
价格除非明确另行约定，否则产品的所有价格将被视为以现行价格表中列明的货币计价，不包括包装和折扣。 买方应承担所有其他费用，例如（但不一定限于）运费和保险费用; 出口，过境，进口等许可证; 证书，税款，费用，关税，会费和海关费用。 修理和改建价格应视为出厂价格或距离最近的服务点。
3.2 Conditions of payment
3.2.1 The conditions of payment as set forth in Vendor’s confirmation of order shall apply to all payments.
3.2.2 Unless expressly otherwise agreed. Purchaser shall make all payments in respective currency, free of deductions of any kind, such as (but not necessarily limited to) discounts, expenses, taxes and dues. Purchaser shall transfer payments to the bank account designated in Vendor’s invoice.
除非明确另有约定。 买方应以各自货币进行所有付款，不含任何类型的扣除，例如（但不一定限于）折扣，费用，税金和应纳税款。 买方应将付款转至卖方发票中指定的银行账户。
3.2.3 Purchaser shall not be entitled to withhold payment on the grounds of any complaint or other claim.
3.2.4 Purchaser shall not set off any payment due against any counter claim.
3.2.5 Payment & Credit.
Buyer will make all payments hereunder in cash, or in negotiable paper collectible at face value in the funds and at the location indicated on Seller’s invoice; late payments will bear interest at 1.5%/month. If Seller determines that Buyer’s financial responsibility has become impaired or otherwise unsatisfactory to Seller, Seller may require advance cash payments, COD, shorter terms, and/or the posting of satisfactory security by Buyer, and may withhold shipments until Buyer complies.
3.3 Default of payment
Upon expiry of the agreed date of payment, Purchaser shall be deemed in default. All consequential costs due to default shall be at Purchaser’s charge, Invoice issued in RMB, including interest at the discount rate charged by the BOA plus three percent per annum. In the event of default of payment, Vendor shall have the right to demand advance payment for future orders or to require irrevocable and confirmed letters of credit to be opened, and to withhold delivery of products not yet consigned.
在约定的付款日期届满后，买方将被视为违约。 所有因违约造成的间接费用应以买方支付，以美元或人民币开具发票，包括按照BOA收取的折扣率加上每年3％的利息。 如果发生违约，卖家有权要求预付未来订单，或要求开立不可撤销和确认的信用证，并暂停交付尚未交付的产品。
4. Retention of title, grant of security interest
4.1 The products shall remain Vendor’s property until the purchase price and any subsidiary claims are paid in full, inclusive of all charges due on the redemption and/or clearance of drafts, bills of exchange, and/or cheques accepted in payment. If the law in Purchaser’s country does not recognize retention of title, Vendor shall be entitled to assert and claim all other available property rights in its products.
4.2 Until payment in full of the purchase price, Purchaser shall not pledge the products, assign or transfer them as security, or otherwise charge them with the rights of any third party, but may sell them in the ordinary course of business.
4.3 While Vendor retains title or has a security interest in the products supplied, Purchaser shall maintain them at its own charge and keep them adequately covered by insurance against loss or damage by theft, fire, water, and other risks, and upon Vendor’s demand shall produce proof of such insurance. Purchaser hereby expressly assigns to Vendor its rights against insurer.
4.4 Purchaser hereby undertakes to render all necessary assistance in all measures necessary to protect and secure Vendor’s property, in particular (but not necessarily limited to) in dealing with any formalities that may have to be completed to secure and register retention of title and/or the grant of security interest, as the case may be.
4.5 Title & Risk of Loss.
Title and risk of loss to the Product shall pass to Buyer at Seller's point of shipment. Buyer assumes all risks and liabilities arising out of unloading, discharge, storage, handling and use of the Product, or arising out of compliance or noncompliance with federal, state, municipal or local laws and regulations governing or controlling such activity, except to the extent, if any, attributable to Seller’s gross negligence or willful misconduct. Seller has no liability for the failure of discharge or unloading equipment or materials used by Buyer, whether or not supplied by Seller. Except to the extent attributable to the Product failing to meet the express warranties set forth in paragraph 5.3, Buyer will indemnify, defend and hold Seller harmless from all costs, expenses, damages, judgments or other loss, including costs of investigation, litigation and reasonable attorney’s fees, arising out of Buyer’s selection, use, sale and further processing of the Product.
5. Warranty, liability
5.1.1 Duty to notify defects: Within seven calendar days of acceptance of the products, Purchaser shall notify Vendor of any recognizable defects and shall specify the type of defect found.
5.1.2 Duty to notify transport damage:
Immediately upon receipt of the consignment Purchaser shall notify Vendor in writing of any loss or damage sustained by the products during transport. In the event of transport damage, Purchaser shall act strictly in accordance with the insurer’s general conditions.
Purchaser shall immediately bring any externally visible damage or irregularities to the notice of the rail, postal, or other carrier, and call upon the carrier to inspect the damage or irregularity found, certify it in writing, and state the probable cause thereof. If the carrier refuses to inspect and certify the damage, Purchaser shall refuse acceptance of the consignment. Immediately upon delivery, Purchaser shall unpack the products; if it finds any damage, it shall leave the products in the packing in the state in which they were found, and take a photo for a file， forthwith notify the carrier responsible of its liability both orally and by registered mail, and call upon the carrier to inspect and assess the damage.
买方应立即对铁路，邮政或其他承运人的通知给予任何外部明显的损害或违规行为，并要求承运人检查发现的损坏或不正常情况，并书面证明，并说明可能的原因。 如果承运人拒绝检查和证明损坏，买方应拒绝接受货物。 买方应在交货后立即将产品开箱,发现货物损坏的，应当将货物留置在包装箱内，拍照留档，并立即口头，挂号邮寄通知负责承运人，并请求承运人对损坏情况进行检查和评估。
5.1.3 Claims on account of wrong delivery: No claim on account of wrong delivery or wrong quantities shall be entertained unless made in writing immediately upon discovery, but in any case not later than one calendar month after the date of the invoice.
5.1.4 Scope of warranty: For its own products, Vendor grants the warranty set forth in its General Conditions of Warranty and applicable at the time of the order. The General Conditions of Warranty shall be deemed an integral part of these General Conditions of Sale and Supply.
5.1.4 保修范围：对于自己的产品，供应商授予其一般保修条款中规定的保修条款，并在订购时适用。 一般保修条款应被视为销售和供应的通用条款的组成部分
5.2.1 Vendor shall be liable for delivery according to contract only within the limits of its obligations under warranty. Any further liability for direct and/or indirect loss or damage, such as (but not limited to) loss of profit and/or any third-party claim that may arise out of non-performance of Vendor’s duties under the contract, or out of the use, operation, or unserviceability of the products supplied by Vendor, is hereby expressly excluded, inclusive of any liability for consequential damages.
卖方应按照合同规定的义务履行保证义务。 任何直接和/或间接的损失或损害的进一步责任在此明确排除: 如（但不限于）由于卖方在合同项下不履行责任而可能产生的利润损失和/或任何第三方索赔,或者卖方提供的产品的使用操作不可用性，包括对间接损害的任何责任。
5.2.2 The limitations of liability as set forth above shall not apply to gross negligence by Vendor, nor where the law of the land requires otherwise.
5.3 Limited Warranty
Seller warrants good and free title in the Product and that the Product will conform to Seller’s published specifications, if any exist, or to such other quality standards and/or measurements the parties have attached to this document or subsequently have agreed upon in writing. Seller has based any recommendations to Buyer for the use of the Product upon information that Seller considers reliable, but Seller makes no warranty as to any results Buyer might obtain in Buyer’s use(s) for the Product. These warranties extend only to Buyer. Seller makes no representation or warranty of any kind with respect to Product, express or implied, respecting merchantability or fitness for any particular purpose.Sell makes no other warranties extending beyond the description of the Product. Whether used alone or in combination with any other substance or in any process.
6. Product liability
Purchaser shall ensure that a user manual in the country’s official language(s) is supplied with each product and that the end user’s attention is drawn to the manual and to its observance. As far as permissible under the law of the land, Vendor hereby expressly excludes any liability whatsoever in the event of Purchaser’s failure to observe the above condition.
6.1 Limitation of Liability.
Buyer will examine Product promptly after receipt for damage, defects, shortıweight and nonıconformance. Buyer must give Seller written notice of the existence of each claim involving Product (whether based in contract, breach of warranty, negligence, strict liability, other tort or otherwise) within the earlier of thirty (30) days after receipt of the quantity of Product forming the basis for the claim or applicable shelfılife expiration, if any. A failure by Buyer to give such notice within the applicable time constraint will constitute an absolute and unconditional waiver of all such claims. Buyer assumes all risk of patent infringement by reason of any use Buyer makes of the Product in combination with other substances or in the operation of any process. Seller’s entire liability to Buyer for damages, whether under breach of warranty or any other cause whatsoever, and whether under this contract or otherwise, shall in no event exceed that part of the purchase price applicable to the portion of Product giving rise to Buyer’s claim for such damages. In no event will either party have liability to the other for any incidental, consequential, exemplary or special damages.
在接收产品后，买方应立即查验是否存在损坏、缺陷、缺重和不合规等情况。买方必须在收到产品数量后的三十（30）天内，向卖方发出书面通知，说明涉及产品的每项索赔是否存在（无论是基于合同，违反保证，疏忽，严格责任，其他侵权行为或其他）, 如果有的话，形成索赔或适用的期限届满的基础上, 如买方未在适用时限内发送该等通知，则应被视为对所有该等索赔的绝对且无条件的放弃。
7. Technical alterations and technical documents
7.1 Vendor reserves the right to alter the specifications and design of its products in the light of technical development. Descriptions and illustrations, technical and performance data published in technical documents, such as (but not necessarily limited to) specifications, drawings, photographs, and brochures, shall not be deemed binding and are subject to change without notice.
7.2 Technical documents shall remain Vendor’s property and Purchaser shall return them upon demand. Without Vendor’s prior agreement in writing they shall not be copied, duplicated, or made accessible to any third party in any manner whatsoever. In particular, they shall not be used for the purpose of making any instrument or components thereof. They may be used for the purposes of installation, maintenance, and operation only to the extent that they have been designated therefore by Vendor.
7.2技术文件应为卖方的财产，买方应按要求退还。未经卖方事先书面同意，不得以任何方式复制，仿制或向任何第三方提供。 特别是不得用于制作任何文书或其组成部分。 只有在卖方指定的范围内，才能用于安装，维护和操作的目的。
8. Software Vendor
shall grant Purchaser an irrevocable non-exclusive license to use any software and releases of new versions of programs for computers, microprocessors, and other data processing and control equipment, which may be supplied either with the products or at any later date, upon the terms and conditions as set forth in the software-license agreement. This software shall remain the property of Vendor or its licensor, as the case may be, and shall be used exclusively for Vendor’s instruments. Without Vendor’s prior agreement in writing, Purchaser shall not copy or otherwise duplicate any part of said software.
应授予买方不可撤销的非排他性许可，以使用计算机，微处理器和其他数据处理和控制设备的新版本程序的任何软件和版本，这些软件可能随产品提供，以及软件许可协议中规定的条件。 该软件应保持为卖方或其许可人（视情况而定）的财产，并仅供卖方的仪器使用。 未经卖方事先书面同意，买方不得复制或以其他方式复制上述软件的任何部分。
9. Requirements applicable to installation site
Purchaser shall draw Vendor’s attention to all local laws, by laws, regulations, and other requirements that may govern the delivery, assembly, installation, and/or operation of Vendor’s products, and to any regulations in connection therewith on the prevention of sickness and accident prevention. The products will be supplied with only those safety devices that are agreed in writing.
10. Use of trademarks, identifying marks, and of display and publicity material Purchaser shall use Vendor’s trademarks, strictly in accordance with the terms and conditions set forth in the separate agreements in connection therewith.
11. Suspension of deliveries If Purchaser’s sales prove unsatisfactory or if it suspends payments, is subject to a court order of settlement and/or if bankruptcy proceedings are instituted against it, or if it gives up or transfers its business, Vendor shall be entitled, without prejudice to any other or more extensive rights, to suspend further deliveries without regard to any orders still pending.
12. Applicable law and jurisdiction
12.1 This contract is governed by the law of the People's Republic of China and interpreted in accordance with the laws of the People's Republic of China. Buyer will comply with all P.R.C law and regulation respecting the export and/or re export of Product.
12.2 The legal venue for Vendor and Purchaser shall be Vendor’s registered office, but notwithstanding this provision Vendor shall also be entitled to call upon the courts competent at Purchaser’s registered office.
12.3 Governmental Constraints.
If a present or future law, governmental decree, order, regulation, or ruling under any existing or future legislation prevents Seller from increasing or revising the price as provided herein, or nullifies or reduces any price or price increase hereunder, upon written notice from one to the other Seller and Buyer will attempt to identify mutually agreeable changes to conform this contract with such law, decree, order, regulation, or ruling. If the parties cannot agree upon and implement such changes within sixty (60) days after such notice, Seller shall thereupon have a right to terminate this contract forthwith by written notice to Buyer.
13. Final provisions
13.1 Other terms and conditions
Vendor does not recognize any other terms and conditions as valid. Purchaser hereby expressly waives the right to apply its own terms of business.
In the event of illegality or invalidity of a provision of this contract under the law of a particular jurisdiction, the parties shall deem that provision stricken in its entirety; the balance of this contract shall remain in full force and effect.
No alterations, additions, or deletions to these General Conditions of Sale and Supply shall be valid or enforceable at law unless set forth in writing and agreed by Vendor.
13.4 Terms Adjustment.
Seller may change the price and/or terms of delivery and shipment at any time up until shipment, except where a written alternative pricing mechanism exists in this contract. In addition, at any time prior to delivery, Seller may pass through increased fuel surcharges or taxes imposed upon Seller in connection with the sale/shipment of the Product after order acceptance.
Buyer will reimburse Seller for all federal, state, local or other taxes (other than income taxes), excises or charges, including superfund taxes and fees, which Seller must pay in connection with the manufacture and supply of Product, but only those amounts not already included in the price at the commencement of this contract.
15. Safety & Health Indemnity.
uyer acknowledges that Seller has furnished to Buyer Material Safety Data sheets, which include warnings together with safety and health information concerning the Product and/or the containers for such Product. Buyer will disseminate such information so as to give warning of possible hazards to persons whom Buyer can reasonably foresee may receive exposure to such hazards, including, but not limited to, Buyer’s employees, agents, contractors and customers. Buyer will indemnify, defend and save Seller harmless against any and all liability arising out of or in any way connected with Buyer’s failure to disseminate such information, including without limitation, liability for injury, sickness, death and property damage, and costs of investigation, litigation and reasonable attorney’s fees.
Buyer may assign/transfer rights and/or delegate duties/obligations hereunder only with the prior written consent of Seller, not unreasonably withheld. Seller may assign this contract and/or rights and delegate obligations under this contract without the consent of Buyer.
These Terms and Conditions apply to all sales by Vendor’s Corporation and its affiliated companies. No statement of agreement, oral or written, made before or at the signing of this contract shall vary or modify the written terms hereof, and neither party shall claim any amendment, modification or release from any provision hereof unless such change occurs in a writing signed by the other party and specifically identifying it as an amendment to this contract. No modification or addition to this contract shall occur by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other form submitted by Buyer containing additional or different terms or conditions, and Seller hereby gives Buyer notice of the rejection of such additional terms and conditions. A provision elsewhere in this contract that conflicts with a provision in these general terms and conditions will govern.
如签署的合同中的任何规定与一般条款和条件中的相关规定发生冲突，应以本文为准。18. UN Convention.
The United Nations Convention respecting Contracts for the International Sale of Goods shall not apply to transactions under this contract.
19. CONFIDENTIAL INFORMATION
Unless the Buyer and Company are parties to an existing agreement governing the confidentiality of information to be transferred between the Parties (an “Existing Confidentiality Agreement”), in which case the Existing Confidentiality Agreement shall govern the treatment of such information in connection with these Conditions of agreed terms, Buyer hereby undertakes for the duration of its relationship with Company and for five (5) years after termination thereof for any reason whatsoever, to keep absolutely confidential and not disclose to any third parties any information or materials of any kind provided by Company to Buyer or its agents verbally, in writing or in any other form including, but not limited to, information or materials of a commercial, financial or legal nature concerning Company, its know-how or its Intellectual Property Rights relating to the design, manufacture, studies, plans, drawings, documents, models, prototypes, objects or other materials relating to the Products, all of which Buyer shall return to Company upon Company’s equest.
除非买方和卖方是现有双方之间保密信息转让的（“现有保密协议”）的当事方，在此种情况下，现有保密协议应取代本事先约定条款，适用于与本销售条件有关的该等保密信息的处理。 买方在此承诺，在买方与公司关系存续期间以及因任何原因导致该关系终止后5 年内，对公司向买方或买方代理人以口头、书面或其他任何方式提供的任何信息或任何形式的资料（包括但不限于关于公司、公司专有技术或与设计、制造、研究、计划、草图、文件、模型、原型、对象或与产品相关的其他资料有关的知识产权的具有商业、财务或法律性质的信息或资料）绝对保密，并不将其泄露给任何第三方。经公司要求，买方应将上述全部信息和资料归还卖方。
Confidentiality obligations shall not extend to information that is in the public domain, has become public domain other than by Buyer’s breach of confidentiality, that is lawfully received from third parties, or to the extent Buyer is held to disclose information under the law or by governmental or judicial order.
The Conditions of Sale have been written in both English and Chinese with both versions having the same effect. In case of any conflict/discrepancy between the English version and the Chinese version, the Chinese version shall prevail.