德马格塑料机械(宁波)有限公司的一般性销售,交货和保修条件 General Conditions of Sales, Delivery and Warranty by Demag Plastics Machinery (Ningbo) Co., Ltd.
在本条件中：In these conditions
“The supplier ” means Demag Plastics Machinery (Ningbo) Co., Ltd.
“The purchaser” means the company, firm or individual who has bought, or agreed to buy the goods under the contract;
“The quotation” means an information addressed to the purchaser by the supplier;
“The goods” means any item of goods or services of whatsoever nature which is to be sold by the supplier to the purchaser;
“The export contract” means a contract for the sale of goods of which the purchaser is a company, firm of individual from abroad as well as Taiwan, HongKong and Macao, and the goods are shipped to Taiwan, Hongkong, Macao or any other locations outside the P.R.C.
“Liability for the breach of contract” means the delinquent party shall be responsible for any breach of contract including: to pay penalty, to indemnify the other party against all direct and indirect losses, damages, costs and expenses suffered or incurred, be forfeited the deposit, be terminated the contract, or be enforced to execute the contract.
“不可抗力”是指不可预见、对其发生不能避免并不能克服的客观情况，包括：1. 地震、台风、洪水等及其它自然灾害；2. 火灾、爆炸等及其它意外事件；3. 战争、暴乱、禁运、罢工等及其它重大事件；4. 法律、法规和政府的政策、命令等造成的后果。
“Force Majeure” means objective facts which could not be expected, and their occurrence could not be avoided or overcome, including: 1. natural calamities such as earthquake, flood, typhoon and others; 2. accidents such as fire, explosion and others; 3. major events such as war, riot, embargo, strike and others; 4. results suffered form legislation, any act, other or policy of any governmental or other duly constituted authority.
II）交易条件的适用 Application of General Conditions
The general conditions in this file are on the basis of injection moulding machine sales. Additional agreements become only effective when specified in written form by both parties.
ii 如本文中的某单项条款作为无效条款处理，其余部分仍然有效。 In case a certain condition in this file becomes void, it shall not affect the validity of any other conditions.
III）报价、需方订单、合同签订 Quotation, Purchase Order and Signing Contract
The supplier’s quotations and written materials related to the quotations such as: pictures, charts, weights, dimensions and technical data are only on an information basis without any legal binding to the supplier, unless they are confirmed by the supplier and the purchaser through the form of a contract or under this contract.
Any data and other information shown in the supplier’s brochures and data sheets doesn’t form part of the contract and has no legal binding for the supplier, and may be changed by the supplier, if necessary, at any time without prior notice.
None of the catalogues, brochures, price lists, quotations and other published material shall be passed to a third party not in relation with the contract without the supplier’s consent in writing.
The supplier reserves the right to carry out technical modifications and renovations on the goods, while assuring the quality of delivered goods are not worse than that of the ordered injection moulding machines.
The purchase order can only be accepted when confirmed by the supplier in written form. Any amendment, modification and oral agreement of the purchase order becomes valid only with supplier’s written consent.
The quotations and purchase orders shall be confirmed in the form of contracts. The contracts are effective only with the signatures and stamps of the two parties.
IV）价格与支付 Price and Payment
On principle, the prices are on ex-work basis. (Ningbo), packing material excluded.
Without a specified date agreed between both parties, the buyer should effect the payment in cash (including a payment in advance) or issue an irrevocable L/C in favour of the seller as beneficiary within 10 days after signing the contract.
In case of payment by installments (and) or deposit, the purchaser shall pay off within the time limit, otherwise the supplier is released form all his responsibilities.
The payment of the goods is considered acceptable only when it is remitted and credited to the supplier’s account.
如果需方对注塑机有特殊加工要求, 应向供方给付定金, 作为合同的担保。需方履行合同义务后, 定金抵作价款。定金应当以书面形式约定。当事人在定金合同中应当约定交付定金的期限, 如未约定交付期限则必须在合同签订后十天内支付, 定金合同从实际给付定金之日起生效。
In case the purchaser demands a non-standard goods specification, he should pay a deposit to the seller as a guarantee. After the purchaser performs the obligations under the contract, the deposit will be balanced against the total contract amount. The deposit should be agreed in writing. The parties shall agree the time limit to pay the deposit. However, in case no time limit is stated in the contract, deposit must be paid within 10 days after signing the contract. The deposit contract shall be effective on the date of actual payment of the deposit.
VI）交货时间，不可抗力 Delivery Time, Force Majeure
Unless otherwise stated in writing, the supplier shall be entitled to make partial deliveries or delivery by installments. If delivery of the goods is made partially or in installments, each delivery or installment shall be construed as constituting a separate agreement to which all the provisions of these conditions apply.
The supplier endeavors to deliver on time. Delayed deliveries, however not more than 40 days at the most, are considered as the goods are delivered on time.
The delivery time will be extended in case of force majeure and the supplier should inform the purchaser immediately when the event happens and ends.
Should the seller fail to deliver the goods on time due to production, transportation or any other reasons, and the purchaser has not expressed his disapproval to the supplier in written form within 3 days after delivery date of contract, it is deemed that delivery dates as proposed by the Seller will have been agreed upon by both Parties.
VII）收货 Receiving Goods
The purchaser is obliged to confirm the acceptance of the goods by stamping the delivery note. In case the purchaser refuses to do so, the seller has the right to refuse hand over of the goods. The purchaser shall be responsible for delayed delivery and any expenses occurring.
Any objections to the quantity must be raised in writing by the purchaser to the supplier at the time of receipt of the goods, any claims to the quality of the goods shall be put to the supplier in writing by the purchaser within 10 days after the goods have been received. The quantity and quality of the goods is deemed to be in accordance with the contract, if no objections or claims are arisen within the period mentioned. The agreement to any objections and claims has to be confirmed in writing by the supplier.
VIII）风险和保险 Risk and Insurance
For domestic contract, the risk of the goods passes onto the purchaser when the goods are handed over to the purchaser.
For export contract, in accordance with the contract, the risk passes onto the purchaser when the goods are handed over to the first carrier for transportation to the purchaser. The fact that the supplier is authorized to retain documents controlling the disposition of the goods does not affect the transfer of the risk. The risk in respect of goods sold in transit is passed to the purchaser from the time of the conclusion of the contract.
If the purchaser has to take over the goods at a place of business of the supplier or at a particular place other than a place of business of the supplier, the risk is passed to the purchaser from the time when the goods are placed at his disposal and it is considered a breach of contract by failing to take delivery, if he does not do so in due time.
Losses or damages of the goods after the risk has passed to the purchaser do not relieve him from his obligation to pay the price.
It is in the purchaser’s discretion to have transport insurance. The purchaser is obliged to inform the supplier prior to delivery in writing whether he has bought the transport insurance. In case that the purchaser dose not inform the supplier on time, the supplier is entitled but not obliged to buy transport insurance at the cost of the purchaser.
IX）所有权的转移 Transfer of Property
i 货物的所有权在需方按合同规定如期支付全部货款时， 才转移至需方。
The property of the goods shall pass from the supplier to the buyer only after the purchaser has made full payment for the goods on time as stipulated in the contract.
Without prejudice, the supplier is entitled to retake the goods when the purchaser fails to pay any amount on time for the goods as stipulated in the contract.
Retaking the goods does not relieve the purchaser of breach of contract liability. The supplier still has the right to claim for any damages caused by the purchaser’s breach of the contract.
As long as the property of the goods remains with the supplier, the purchaser shall keep the goods any lien and is not entitled to make any changes to goods or pass the goods to a third party.
X）合同的转让 Assignment of the contract
Only after it is agreed in writing between the contract parties, one party can assign all or part of rights or obligations of the contract to a third party.
XI）宣告合同无效 Cancellation of Contract
For domestic contract, the supplier is entitled to cancel the contract, in case the purchaser fails to perform its obligations on time.
For export contract, if the purchaser fails to pay the price (or part thereof), take delivery or perform any other obligations within the time limit under the contract, the supplier may fix an additional period of time of reasonable length for performance by the purchaser of his obligations; If the purchaser does not, within the additional period of time fixed by the supplier, perform his obligation to pay the price or take delivery of the goods, or if he declares that he will not do so within the fixed period, the supplier has the right to declare the contract invalid.
Cancellation of the contract releases both parties from their obligations, but the supplier remains entitled to claim damages which may be due.
XII）整机保修期 Prime Product Warranty
The supplier guarantees the prime product quality in regards to defects of design, material and/or workmanship for a period of one (1) year or two thousand (2000) operating hours, whichever comes first, following the delivery date to the end user.
The warranty, however, does not cover normal wear, nor does it cover any defects that may result from accidents, misuse, overload, improper use or utilization or in conditions which are not suitable for the product.
XIII）违约责任 Liability for Breach of Contract
If the purchaser fails to pay on time, the supplier is entitled to demand the interest of the amount in arrears, which is 0.05% of the unpaid amount for each delayed day.
In case the purchaser breaks the contract, he should pay the supplier a penalty of 5% of total contract value. When parts or componets with special specification are involved, the penalty amounts to 30% of the total value.
1) 需方未按时给付定金或预付款； 2) 需方未提供由其负责办理的有关文件或批文； 3) 需方未履行其它应在交货前履行的合同义务；
In case of the below mentioned, the purchaser should be responsible for the late delivery. The supplier has the right to choose delaying the date of delivery or cancelling the contract. However, if the supplier chooses to cancel the contract, nothing shall prevent the supplier to investigate and fix the purchaser’s liabilites:
1) The purchaser failed to pay off the advanced payment or deposit on time;
2) The purchaser failed to provide the complete necessary documents and related official approval in time;
3) The purchaser failed to carry out other obligations which shall be done before delivery.
XIV）争议的解决 Ways of Setting Disputes
Should all or part of the Contract be incapable of fulfillment owing to the fault of one Party, the Party in breach shall be liable to compensate the other Party for losses it ought reasonably to have foreseen at the time of the conclusion of the contract and which are direct consequence of the breach. Notwithstanding anything contained in this Contract, neither Party shall be liable to the other Party with regard to any kind of incidental, indirect or consequential damages of any kind such as but not limited to loss of profit, loss of contract, loss of production, irrespective of the legal basis for any claim.
Any disputes arisen from or in connection of implementation of the contract should be settled through amicable negotiation. In case no settlement can be reached between the two parties, the cases shall be submitted to the court at the supplier’s place of business.
XV）法律的适用 Law Application
The law of the People’s Republic of China shall be applicable to the contracts signed between the seller and foreign enterprises, other economic organizations or individuals as the purchaser.
The contract and the conditions are written in Chinese and in English. Both languages are equally authentic. In the event of any discrepancy between the two versions, the Chinese version shall prevail.