Sales Terms
1. Field of application
The general conditions are applicable to any order and to any contract, including the provision of any service which is binding between OFA INSULATION (hereinafter the – seller ») and the buyer.
In the absence of written acceptance by the seller, the buyer’s general and specific conditions are null and void. No derogation to these general conditions of sale will be accepted without confirmation in writing by the seller.
2. Establishment of the contract
Orders will be accepted by the seller only by written confirmation of the order to the buyer or by effective delivery of the products.
Any contractual modifications must be accepted by the seller in writing.
In the event of cancellation of an order by the buyer, the buyer will pay the seller a lump sum indemnity equivalent to 40% of the amount of the order cancelled, plus any expenses incurred by the seller. Should the order be already underway and conversion of any material already transpired, the purchase order is considered non-cancellable.
3. Prices
In the absence of any stipulation to the contrary, prices include VAT (value added taxes) and other taxes. Prices are allowed to be adjusted according to the exchange rate and cost of products; seller needs to inform the buyers before they arrange order.
4. Delivery
As applicable, the buyer covers transportation risks and costs and risks relating to the products as soon as they are picked up and, failing this, as soon as they are made available to him.
Delivery lead times are provided for information purposes only.
The lead time, as confirmed in the order confirmation, takes effect when the seller is in possession of the written order, of all information required to carry out the order, and of any down payments (if applicable).
In the case of toolings, the lead times provided are always understood as dating from approval of plans by the buyer.
In the case of machined parts, the lead times provided are always understood as dating from approval by the buyer of the sample part supplied to him (if applicable).
No delivery delay which cannot be attributed to the seller may give rise to termination of the sales contract by the buyer or payment of damages and interest by the seller.
5. Payment
In the absence of any stipulation to the contrary, all invoices are payable in USD at the seller’s centre of operations, on the spot, with no discount.
Down payments by the buyer to the seller are valued in relation to the price of the order, and do not constitute earnest money whereby abandonment would entitle the buyer to withdraw from the contract.
With a view to payment for the products sold, the seller reserves the right to demand, at his own choice, additional guarantees such as payment through a bill of exchange, a certified cheque, or a bank endorsement.
In the event of legal recovery of any invoice, the buyer will likewise be liable for reasonable recovery costs including but not limited to lawyers’ fees and the costs of internal administration.
6. Reservation of ownership
All products sold remain the property of the seller until full payment of the price invoiced, including any interest for delays and indemnities – payment is understood as effective receipt of the monies.
Until this date and as of delivery, the buyer takes responsibility for any damage which may be caused to or by these goods, for whatever reason.
Up to full payment of the price, the products may not be resold or pledged without the prior agreement of the seller.
In the event the buyer should fail to observe any payment due dates, or in the event of any infringement of this clause of reservation of ownership, the seller, without the loss of any other rights, may demand by registered letter with recorded delivery the return of the products at the buyer´s expense until the latter meets all his commitments. The seller may likewise terminate this contract by registered letter with recorded delivery.
The act of using and/or accepting bills of exchange or other negotiable documents does not constitute any substitution of debt, and does not derogate these conditions of sale.
The buyer undertakes to inform the seller of any seizure carried out by a third party in relation to products sold for which the full price has not yet been paid.
The buyer likewise undertakes to inform the seller immediately when products delivered and unpaid are in other premises than the delivery address.
7. Guarantee
The seller guarantees his products for a period of 6 months effective from the day of delivery. If, during the guarantee period, the buyer becomes aware of a flaw in relation to the products delivered, the seller has the choice, following acknowledgement of the existence of the flaw, of either replacing the flawed products, or reimbursing the buyer for the purchase price only, alter he has had the flawed products returned to him. No other indemnities will be allocated to the buyer.
No products may be returned without the written agreement of the seller.
8. Toolings
Toolings for the production of stamped pieces which are the property of the buyer may only serve in relation to orders placed by the buyer. They must remain on deposit at the seller’s works, where maintenance will be carried out free of charge over a period agreed upon at time of order placement Alter this period, the toolings may be destroyed.
Any moulded or shaped part is made at the risk and peril of the buyer, who alone takes all responsibility for patent or trademark infringements.
9. Intellectual and industrial property rights
Any information whatsoever, be it plans, technical drawings, instructions for use etc. supplied to the seller remains the property of the buyers.
The fact that the buyer has provided information does not imply either the conferral or assignment of a licence, of a patent or of any other intellectual or industrial property rights to the profit of the buyer.
10. Official text
In the event of any dispute in relation to the interpretation of the contract and of this document, the official text of the general conditions of sale is the text.
11. Applicable laws and jurisdiction
These general conditions are governed by Chinese law.
Any litigation in relation to the establishment, execution and interpretation of these general conditions of sale and any agreement to which they apply which cannot be resolved in amicable fashion will be subject to the exclusive jurisdiction of the judicial district of China.
