1. Buyer’s Acceptance of Seller’s General Conditions of Sale
A. The General Conditions of Sale herein shall apply to every contract of "Emaux Water Technology Co., Ltd." (hereinafter referred to as "the Seller") for the sale of manufactured materials, parts, finished products and services (hereinafter referred to as "the Goods") to any person or company who has purchased or agreed to purchase the Goods from the Seller (hereinafter referred to as “the Buyer”), unless the Seller otherwise specifically agrees in writing.
B. By placing any order to purchase the Goods, the Buyer agrees to the General Conditions of Sale herein.
C. Any alterations or amendments to the General Conditions of sale herein must be accepted by the Seller in writing, otherwise they should be null and void.
2. Minimum Order
Unless otherwise specifically agreed by the Seller, the Buyer shall be charged a processing fee of USD150.00 if the Buyer places an order whereby the purchase price of the Goods is less than USD1,000.00..
3. Acceptance and Confirmation of Orders
A. Unless stated otherwise by the Seller, all quotations made by the Seller are subject to change and non-binding.
B. Any information provided by the Seller in its price lists, catalogues, prospectuses, brochures and/or any other document are indicative only. The Seller makes no representations about the suitability of the information therein.
C. The Seller reserves the right to make adjustments to the pricing and offerings of the Goods at any time without prior notice for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability and manufacturer price changes.
D. The Seller is under no obligation to accept any order made by the Buyer.
E. No order of the Buyer shall be deemed accepted or binding upon the Seller unless accepted by the Seller on the Seller’s form of order confirmation drawn up on its own letterhead, signed by an officer or employee of the Seller duly authorized to sign on behalf of the Seller, as proof of entry into the contract between the Seller and the Buyer for the sale and purchase of the Goods set out in the order confirmation and the General Conditions of Sale herein (hereinafter referred to as “the Contract”).
F. Once an order has been accepted/confirmed by the Seller, the order will be considered finalised and no further changes will be accepted.
G. Each shipment is allowed to consolidate a maximum of two orders.
H. Any arrangement with agents, representatives or other intermediaries of the Seller shall be binding upon the Seller only if such arrangement is confirmed in writing by the Seller.
4. Letter of Credit
If the purchase price of the Goods is no less than USD8,000.00, the Seller shall agree to accept payment of the Goods from the Buyer by way of letter of credit (hereinafter referred to as the “L/C”) satisfactory to the Seller, established by the Buyer in favour of the Seller and confirmed by a bank acceptable to the Seller. The L/C shall be for the purchase price payable for the Goods (together with any tax, VAT or customs clearance duties payable) to the Seller under the Contract. Further details on the procedure of L/C can be requested from the administrative department of the Seller at any time. .
5. Charges and Payment
A. The purchase price of the Goods quoted by the Seller is exclusive of all costs and charges of packaging, insurance, transportation and shipping of the Goods and any financial charges levied by the Buyer from the payment for the Goods, which shall be paid by the Buyer.
B. The purchase price of the Goods quoted by the Seller is exclusive of all tax, VAT or customs clearance duties which are Buyer's responsibility to pay and clear under their local laws.
C. The Seller reserves the right to increase the purchase price of the Goods, by giving notice to the Buyer at any time before the delivery of the Goods 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; and/or
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 reserves the right to cancel the Buyer’s 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 issue an invoice to the Buyer in accordance to the agreed terms under the Contract and the General Conditions of Sale herein. 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 under the Contract. The invoices are due and payable within the time period specified on the invoice, measured from the date of invoice.
G. Without limiting any other right or remedy available to 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 by the Seller.
H. In the event of any delay in payment, even partial, the Seller shall have the right to suspend deliveries of the Goods and may, at its option, require immediate payment of all sums owned by the Buyer or terminate the Contract.
I. The Buyer shall pay all amounts due under the Contract in full without any counterclaim, set-off, deduction or withholding (except for any deduction or withholding required by law). Only in cases when the Seller issues a credit note to the Buyer, the Buyer can withhold payment to the extent that the withholding amount is not more than the amount stated on the issued 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 prior to the full payment;
II. the Buyer shall hold the Goods on trust for the Seller; and
III. the Seller (and its agents and employees) shall be authorized, at any time and without the need to give notice (and accompanied by any court representative if mandatory under the applicable law), enter the Buyer's premises during working hours in order to proceed with an examination or recovery of Goods to which it has retained title;
IV. 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;
V. 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; and
VI. the Buyer shall indemnify and hold harmless the Seller from and against any claim, action, suit or demand or any expense, loss, damage or liability suffered or incurred arising out of or incidentally to any misrepresentation, breach of warranty or breach or non-fulfillment of any material covenant, obligation or agreement of the Buyer set forth in the General Conditions of Sale herein, associated with the order or under the Contract.
B. Irrespective of whether title to the Goods remains vested in the Seller, all risk of loss or damage to the Goods shall pass to the Buyer immediately upon delivery of Goods by the Seller.
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, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. .
7. Termination and Cancellation
Without limiting its other rights or remedies, the Seller reserves the full right to terminate any transaction if the Buyer breaches any of the terms herein or under the Contract, or delay partial or total payment of the order, or delay the payment of previous orders. The Buyer cannot cancel an order or any part of an order without the express consent of the Seller in writing and any cancellation that the Seller may in its sole discretion consent to shall be subject to a handling fee equivalent to 30% of the purchase price of the Goods affected by the cancellation or the deposit paid by the Buyer (whichever is higher), without limiting the Seller's right to claim the damages caused by the cancellation of the order.
8. Storage Policy
All orders must be shipped within ten (10) days of completion to avoid storage fees. A storage fee of $50 per container per day will be charged if the order is not shipped after ten (10) days of completion. For orders not shipped after twenty (20) days of completion, Emaux reserve the right to cancel the entire order. And if there are any deposit payments, they will result in forfeiture.
Any claims must be made in writing and must indicate in detail the defects and/or non-compliances contested within 14 days of the receipt of the Goods. If the Goods happened to be damaged in the shipment process, the claims must be filed to the delivering carrier and noted on the freight bill before the receipt of the Goods.
10. Force majeure
The Seller shall not be liable or responsible for any delays in delivery and failure to do so if the conditions were deemed out of the control of the Seller, including but not limited to fires, act of God, strikes, labor difficulties, acts of government and military authorities. Should such events continue to prevent the Seller from performing the Contract, the Seller may terminate the Contract..