Terms and Conditions
Product Terms and Conditions of Sale
LIANYUNGANG MACROBIXES CO., LTD(hereunder refer as "MACROBIZES".'s products are offered for sale under the terms and conditions contained herein.
1. Order Acceptance. Notwithstanding, any terms or conditions on Buyer's order, MACROBIZES's acceptance of any order is expressly made conditional on Buyer's agreement to MACROBIZES's Terms and Conditions of Sale. Commencement of performance and/or Delivery shall be for Buyer's convenience only and shall not be deemed or construed to be acceptance of any or all of Buyer's terms and conditions.
2. Prices. MACROBIZES's published and quoted prices are subject to the following, unless otherwise stated in writing:
A. All published prices are subject to change without notice.
B. Shipments will be billed at the prices in effect on the date of acceptance of Buyer's order or at the prices in effect on the date of shipment.
C. Stenographic and/or clerical errors are subject to correction.
D. Published or quoted prices do not include taxes, duties or transportation.
Buyer shall be responsible for payment of all export and import licenses, custom fees and duties levied in respect to the products sold to the Buyer hereunder.
E. Published and quoted prices are for standard products only and do not include technical data, proprietary rights of any kind, patent rights, etc. or other than MACROBIZES's standard tests and normal commercial packaging.
3. Terms of Payment. Payment for products shipped on an open account basis on which credit has been approved, shall be due thirty (30) days from date of invoice, otherwise, cash upon delivery will be required on accounts without credit approval. MACROBIZES and Buyer acknowledge that the late payment by Buyer will cause MACROBIZES to incur costs not contemplated, the exact amount of such costs being extremely difficult and impractical to fix. Such costs include, without limitation, processing and accounting charges, and additional interest and late charges payable by Seller. Therefore, if payment is not made when due, Buyer shall pay to MACROBIZES as Liquidated damages, 1-1/2% per month of the overdue payment. MACROBIZES and Buyer agree that said sum is a fair and reasonable estimate of the costs that MACROBIZES will incur by reason of late payment by Buyer. MACROBIZES's opinion the financial condition or previous payment record of Buyer so warrants.
4. Title and Risk of Loss. All sales are made F.O.B. point of shipment, transportation charges at Buyer's expense with title passing to Buyer at point of shipment (Ex Factory). Risk of loss or damage shall pass to upon MACROBIZES's delivery of products to transportation company. MACROBIZES reserves the right to ship products freight charges collect and to select the means of transportation and route. Further, if transportation by Parcel Post or Courier Post is specified by Buyer, MACROBIZES reserves the right to select an alternate means of economical transportation. MACROBIZES will insure the product shipped to full value thereof to the transportation company and any insurance cost shall be charged Buyer's account.
5. Delivery. MACROBIZES reserves the right to make deliveries in installments. Partial shipments will be billed as made and payments thereof are subject to the terms of payment noted above. The delivery of part of any order will not obligate MACROBIZES to make further deliveries. All delivery dates are approximate and are dependent in part upon prompt receipt of all necessary information to service an order. In the absence of such regulations, MACROBIZES reserves the right in its sole discretion to allocate inventories and current production when in it opinion, such allocation is necessary.
6. Contingencies. MACROBIZES shall not be responsible for any liability due to any delay in the performance of any order accepted by it due to unforeseen circumstances or to causes beyond its control including, without limitation, acts of God, strikes, war riots, fire, accident, freight embargoes, lock-out of suppliers necessary to the execution of the order, failure or breakdown of components necessary to completion of the order, subcontractor caused delays, or the compliance with any law, regulation or order, whether valid or invalid, of any cognizant government body or any instrumentality thereof, whether now existing or hereafter created. Performance of an order shall be deemed suspended so as long as any such circumstances or causes delay its execution. Whenever such circumstances or cause have been remedied, Buyer shall accept performance under said order. As used herein, performance shall include, without limitation, fabrication, shipment, deliver, assembly, installation, testing and warranty repair or replacement. MACROBIZES may modify specifications or manufacturing processes provided the modifications do not adversely affect the form, fit or function of the products. THE REMEDIES PROVIDED HEREIN ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES. MACROBIZES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
7. Acceptance of Product. Each MACROBIZES product shall be deemed to have been accepted by Buyer if it meets specifications as set forth in MACROBIZES's sales order. Notwithstanding the foregoing, use of said product by Buyer, its agents, employees, or licensees for any purpose shall constitute acceptance of product the by customer.
8. Limited Warranty. MACROBIZES warrants each part to be free from defects in material and workmanship for a period of one (1) year from date of shipment. This warranty is expressly in lieu of all other obligations or liabilities on the part of MACROBIZES. THE FOREGOING WARRANTY IS SPECIFICALLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. NO IMPLIED WARRANTIES OF MERCHANT-ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE SHALL APPLY. MACROBIZES NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OR USE OF ANY PRODUCT. THE FOREGOING WARRANTIES AND REMEDIES ARE FOR BUYER'S EXCLUSIVE BENEFIT AND ARE NOT TRANSFERABLE.
9. Limitation of Liability. Buyer shall notify MACROBIZES of any warranty claim and obtain MACROBIZESs authorization prior to the return shipment of products for warranty adjustment. Products returned shall be sent with shipping charges prepaid. When any product is returned for examination and inspection, Buyer must assume responsibility for damage resulting from improper packaging and damage or loss in transit. Buyer shall provide explicit information as to the nature of the claimed defects, operating conditions to which the product had been exposed and any other pertinent information which will enable MACROBIZES to determine the cause of claimed warranty defects. In all cases, MACROBIZES has sole discretion in determining the nature and extent of adjustment, if any, which the Buyer will be entitled. In the event that product has been returned without cause and is still serviceable, or that the product was misused, stolen, vandalized, mishandled due to fire, water or other peril, or otherwise damaged subsequent to shipment by MACROBIZES, Buyer will be notified and the product returned at Buyer's expense. In addition, a charge for testing, and examination may be made on certain products so returned.
10. Change of Orders A. Cancellation. No order accepted by MACROBIZES may be canceled by customer except by mutual agreement in writing. MACROBIZES reserves the right to adjust the billing price applicable to quantities actually delivered. Buyer may submit written notice to cancel any standard product order scheduled for shipment beyond thirty (30) days after MACROBIZES receives Buyer's written cancellation notice. Buyer is liable for any quantity price adjustment resulting from such cancellation. Buyer shall also pay a scheduling/restocking fee of ten percent (10%) of the price for each product scheduled for shipment within sixty (60) days of Seller's receipt of Buyer's written cancellation notice.
B. Reschedules. No order scheduled for delivery within thirty (30) days will be rescheduled. Upon written notice to MACROBIZES, Buyer may reschedule any order scheduled for shipment beyond thirty (30) days from the date of receipt by MACROBIZES of Buyer's request for rescheduling.
C. Default. If Buyer defaults, MACROBIZES may decline to make further shipment and/or may terminate Buyer's order without affecting MACROBIZES's rights and remedies including, but not limited to, any right to cancellation charges and quantity price adjustments. If MACROBIZES's actions do not constitute a waiver nor affect their legal remedies.
11. Patents. MACROBIZES will hold Buyer harmless, as set forth therein, in respect to any claims that the design or manufacture of any product in MACROBIZES's standard line of products or manufactured to specifications set forth by MACROBIZES and furnish hereunder constitutes an infringement of any patent of the People's Republic of China. The Buyer shall hold MACROBIZES harmless against any trademarks or other industrial property right arising out of compliance by MACROBIZES with Buyer's designs, specifications or instruction. MACROBIZES shall not be liable for any costs or damages, and Buyer will indemnify, defend, and hold MACROBIZES harmless from any expenses, damages, cost or losses resulting from any suit or proceeding based upon a claim arising from (i) compliance with Buyer's designs, specification or instruction; (ii) modification of the product by a party other than MACROBIZES after delivery by MACROBIZES; (iii) the use of any product or any part thereof furnished hereunder in combination with any other product, or (iv) the direct or contributory infringement of any process patent using any product furnished hereunder. Sales of any product or any part thereof by MACROBIZES does not confer upon the Buyer any license under any patent right or copyright. THE FOREGOING STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDY OF EACH PARTY HERETO WITH RESPECT TO ANY ALLEGED PATENT, COPYRIGHT, MASK WORK, TRADEMARK OR OTHER INTELLECTUAL PROPERTY, INFRINGEMENT BY ANY PRODUCT OR PART FURNISHED HEREUNDER.
12. Damages and Liability. MACROBIZES's products are
not designed for use in life support equipment where malfunction of a MACROBIZES product can reasonably expect to result in personal injury. MACROBIZES customers using or selling MACROBIZES product for use in life support equipment do so at their own risk and agree to fully indemnify MACROBIZES for any damages resulting from such use. Under no circumstances will MACROBIZES be liable for incidental, consequential or resulting loss or damage, of any kind, howsoever caused. In no event will MACROBIZES be liable for any sum greater than the purchase price received by MACROBIZES for the product(s) which are the subject of any claims or dispute. The liability to third parties for bodily injury, including death, resulting from Seller's performance shall be determined in accordance with applicable law and the total liability limitation stated above shall not be construed as a limitation on Seller for damages for any bodily injury, including death, nor shall such liability limitation be construed as a limitation on Seller for damages caused by Seller's fraud or willful injury to the person or property of another.
13. Assignment. MACROBIZES may assign all or any part of its right and/or obligations hereunder to any MACROBIZES subsidiary or an authorized distributor without Buyer's prior consent. Otherwise, neither party shall delegate any obligations hereunder or assign any interest or rights without the prior consent of the other.
14. Modifications. No modifications of, additions to, or deletions from these terms shall b binding upon either party unless accepted in writing by an authorized representative of each. A waiver by MACROBIZES of any default by Buyer shall be deemed to be a continuing waiver or a waiver of any other default but shall apply solely to the instance to which the waiver is directed.
15. Controlling Law. This agreement shall be governed by and subject to the laws of the People's Republic of China. This agreement shall be considered entered into the Lianyungang,Jiangsu Province, P.R.China. The courts within the city shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
16. Entire Agreement. This Agreement is intended as the complete and exclusive statement of the agreement between MACROBIZES and Buyer and supersedes all prior agreements and negotiations relating to the subject matter hereof. MACROBIZES and Buyer each represent that the individual signing this Agreement on its behalf has the power and authority to enter into this Agreement and that this Agreement constitutes a valid and binding obligation to each party.