1 Inception of the Agreement
A. The company "Emaux Water Technology Co., Ltd.", hereafter referred as "the Seller", shall only be bound by the order confirmation, drawn up on its own letterhead and containing the General Conditions stated hereafter.
B. All types of manufactured materials, parts, finished products and services, hereafter referred as "the Goods".
C. The contractual relations between the Seller and the Buyer shall be bound exclusively by the present General Conditions of Sale. D. Other conditions may not be applied to the Seller except further to its own written consent.
2 Minimum Order
If the Buyer places an order for an amount less than USD1,000, then the Buyer will be assessed a USD50 processing fee.
3 Offers - Estimates
A. Unless stated otherwise, all offers made by the Seller shall be without obligation in all aspects.
B. Any information provided by the Seller in its price lists, catalogues, prospectuses and/or any other document is given as an indication only.
C. The Seller can make changes to its products without prior notice, while their properties are not essentially modified by such changes.
D. An order will only be considered as an agreement if it is confirmed in writing by the Seller.
E. Any arrangement with agents, representatives or other intermediaries shall be binding upon the Seller only if such arrangement is confirmed in writing by the Seller.
4 Letter of Credit
If any sales agreements should take place involving L/C, the order amount must not be less than USD2,000. The L/C procedure of the Seller will be adapted as appropriate. The set procedure can be requested from the administrative department of the Seller at any time..
5 Charges and Payment
A. The price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods and any financial charge levied by the Buyer of the payment for the Goods, which all financial charges shall be paid by the Buyer.
B. On the price quoted and any partial or total amount do not include any tax, VAT or customs clearance duties which are Buyer's responsibility to pay and clear under his local laws.
C. The Seller reserves the right to increase the price of the Goods, by giving notice to the Buyer at any time before delivery, under his local laws to Seller that is due to:
I. any request from the Buyer to change the delivery date, quantities or types of the Goods ordered, or the specifications of the Goods.
II. any factors beyond the reasonable control of the Seller
III. any delay caused by the Buyer's instruction in respect of the Goods or failure of the Buyer to give the Seller adequate or accurate information or instructions
D. Any grant of credit terms must be agreed in advance in writing by the Seller. Full payment is then due in accordance with the agreed credit terms.
E. The Seller has the right to withdraw credit at any time by giving written notice to the Buyer in which case all amounts due from the Buyer shall become immediately due and payable.
F. The Seller shall invoice the Buyer for the Goods. The Buyer shall pay for each invoice in full to a bank account nominated in writing by the Seller in accordance with any agreed credit terms.
G. Without limiting any other right or remedy of the Seller, if the Buyer fails to make any payment to the Seller by the due date, the Seller shall have the right to charge an interest on the overdue amount at the rate of 1.5 percent per month accumulating on a daily basis from the due date until the date on which the full payment of the overdue amount is received.
H. The Buyer shall pay all amounts due under the contract in full without any deduction or withholding. Only if the Seller issues a credit to the Buyer, the Buyer can then withhold payment in which the withholding amount is not more than the amount stated on the credit note.
6 Title and Risk
A. Title to the Goods shall remain vested in the Seller and shall not pass to the Buyer until the purchase price for the Goods has been paid in full and received by the Seller. Until title to the Goods has passed to the Buyer:
I. the Seller shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;
II. the Seller and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which the Seller reasonably believes them to be kept; the Buyer shall store or mark the Goods in a manner reasonably satisfactory to the Seller indicating that title to the Goods remains vested in the Seller; and
III. the Buyer shall insure the Goods to their full replacement value, and arrange for the Seller to be noted on the policy of insurance as the loss payee.
B. Irrespective of whether title to the Goods remains vested in the Seller, risk in the Goods shall pass to the Buyer upon delivery or collection of Goods (for ex-factory term).
C. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of the Goods which remain the property of the Seller, otherwise, all monies owing by the Buyer.
Without limiting its other rights or remedies, the Seller reserve the full right to cancel any transaction if the Buyer breaches any of the terms, or delay partial or total payment of the order, or delay the payment of previous orders. If the Buyer cancels an order or any part of an order without prior agreement, the Buyer agrees to pay the Seller handling fee equivalent to 20% of value of the Goods affected by the cancellation or the deposit paid by the Buyer (whichever is higher), without limiting Seller's right to claim the damages caused by the cancellation of the order.