1. Delivery
1.1 XX weeks after Contract is signed, and upon the Seller receiving the payment from the Buyer according to the Clause 5 of this Contract, Seller shall deliver the contract goods under CIP (according to Incoterms 2010) Buyer’s designated place. Transfer of risk of the contract goods is based on the CIP Incoterms 2010. The Buyer shall be in charge of unloading at Buyer’s location.
1.2 If the Buyer could not make advance payment in time, the new delivery time will be counted from the actual date upon receipt of the advance payment from the Buyer.
1.3 Seller shall issue the VAT invoice to the Buyer within 2 weeks following the delivery of the contract goods.
1.4 Buyer shall advise any discrepancies of the contract goods to the Seller within one month after the goods is delivered by the Seller. If there is no discrepancies raised by the Buyer during one-month time, it shall be deemed that Buyer has accepted the contract goods.
2. Warranty
The warranty period shall be 12 months after the date of the shipment by the Seller (normal wear and tear parts excluded).
3. Packing
To adopt the packing standard that is suitable for long distance transportation by truck.
4. Payment Terms
The advance payment shall be 30% of the total contract value by TT and shall be effected by the Buyers within week after signing the contract.
The second payment shall be 70% of the total contract value by TT and shall be effected by the Buyers weeks before the delivery time.
5. Liquidated Damages and Total Liability
a) In precondition that the Buyer can remit the payment in time, the responsibility and losses of late delivery by the Seller relating to late customs declaration, transportation, etc. shall be borne by the Seller. Grace period for late delivery: 2weeks. A penalty of 0.5% of the late delivered goods value per week should be paid by the Seller. The maximum of the penalty will be 5% of the total contract value. If the late delivery due to Seller’s reason is over 3 months, it will deem as Seller’s breach of contract, and the buyer has the right to terminate the contract.
b) If the Buyers cannot get the goods and/or effect payment in time, the responsibility of late delivery by Seller and the losses relating to storage, bank interests, etc, shall be borne by the Buyers. A penalty of 0.5% of the total contract value per week for late payment should be paid by the buyers. The maximum of the penalty will be 5% of the total contract value. If the Buyer failed to make payment and get the goods 3 months late after delivery time, it will be considered the buyer won’t pay or get the goods anymore, so Seller has the right to manage the goods by himself after informing the buyer.
c) Liability for breach of contracts
In accordance with the relevant clauses of “Civil Law of the People’s Republic
of China”.
The liability of Seller is limited to the range of the damages happen in the Goods itself. The Seller shall not be liable for consequential and/or indirect damages, such as but not limited to loss of low production, delayed production, interrupted production, loss of profit, any other indirect damages, and/or loss of prospect interest. Seller’s overall liquidated damages and compensation under this contract is limited to 5 % of the contract value and no matter how much the actual loss is, the legal right to request the legal/ arbitration court to adjust to increase the compensation/penalty rate for loss is waived here. Any other or further claims will be expressly excluded.
d） Given the uncertainty of the current US tariff policy towards China, both parties agree that the delivery time and selling price of imported products related to the US can be notified and adjusted in a timely manner according to the tariff policy at the time of delivery.
6. Dispute Resolution
All disputes arising from the execution of, or in connection with the Contract shall be settled through amicable consultation by both parties. In case no settlement can be reached, all disputes and /or discord shall be resolved in a final and binding manner by an arbitration tribunal of the China International Economic and Trade Arbitration Commission for arbitration in accordance with the provisional Rules of the said arbitration commission. This provision is expressly excluding the ability to have such a dispute resolved in the ordinary courts. The arbitration shall take place in Beijing, China. Proceedings shall be held in Chinese language. The arbitration fee, reasonable lawyers’ fee, and travel costs shall be borne in conformity with the stipulation of the arbitration award or, if not stipulated, by the losing party. In the course of arbitration both parties shall continue to execute the present Contract except those under arbitration.
7. Effectiveness of the Contract
The Contract shall come into force after the Contract is signed by the representative of each party and stamped by both parties.
8. Compliance Clause
The parties to the contract promise that their management and employees will not accept or solicit commercial bribes in any form. If the buyer discovers that the seller or its personnel have commercial bribes or ask for improper benefits, the buyer can report to the seller’s compliance department, and the seller will Investigate and deal with the information on the premise of ensuring that the informant’s information is confidential. Whistleblowing Email address: cn.compliance@schenckprocess.com
8.2 The Buyer certifies and promises that they will abide by all applicable laws, rules and regulations of China, United States of America and European Union, relating to embargo, import/export controlling, and sanction list; the abovementioned goods will not be used, in their entirety or in part, in any nuclear explosive activity, activities related to the development or production of chemical or biological weapons; any activity related to the development, production, maintenance or storage of missiles capable of delivering the aforementioned weapons, for military use or for a military end-user. The buyer certifies that the above-mentioned goods, in their entirety or in part, will not be re-sold to or used in, Iran, Cuba, North-Korea, Syria, Sudan, and Crimea/Sewastopol/Luhansk, all occupied regions of Ukraine, Russia.
8.3 condition that they do not conflict with any applicable anti-blocking provisions, and specifically do not result in an unjustified application of extra-territorial law.
8.4 If Seller has reason to believe or has evidence to prove that buyer violates embargo clause, Seller has the right to immediately stop the production and delivery of all contracts signed with buyer that have not yet been delivered without assuming the responsibility of breach of contract. Seller also has the right to unilaterally terminate all the contracts between two parties without any refunding. Seller is entitled to claim compensation to Seller’s actual loss against Buyer and requires Buyer to pay 30% of the total amount of the relevant contract for breach of contract as default payment. This clause is perpetual and not subject to the delivery period or warranty period agreed in any main contract signed by both parties。 If Seller finds Buyer violates embargo clause in any transaction, even if the main contract has been completed, Seller still owns the rights to terminate other existing contract based on this clause and requires Buyer to bear the responsibility for breach of contract.
9. Force Majeure
The Seller shall not bear the liabilities due to the force majeure, which refers to but not limited to raging fire, flood, typhoon, earthquakes, war, politic reasons such as new sanction and embargo regulations of U.S. and EU, and other non-human factors. The Sellers shall not be held responsible for any delay in delivery or non-delivery of the goods due to Force Majeure, but the Seller shall notify the Buyer as soon as possible. Under such circumstances, the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods.
10. Miscellaneous
10.1 The Contract is made in Chinese and English languages, and if there are any interpretation differences between the Chinese content and English content, the Chinese content shall take prevail.
10.2 The parties shall negotiate friendly and sign amendments to the Contract for other matters not mentioned in the Contract.