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DG sales conditions
TERMS AND CONDITIONS OF SALES
PLEASE READ THIS DOCUMENT CAREFULLY, ESPECIALLY THE BOLD AND ALL CAPITALIZED CLAUSES. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. IF YOU HAVE ANY QUESTIONS REGARDING THE TERMS AND CONDITIONS, PLEASE CONTACT DRENNAN SALES REPRESENTATIVE.
This Agreement contains the terms and conditions that apply to your purchase from the Drennan entity named on the invoice (“Drennan ”) that will be provided to you (“Customer”) on orders for product and services sold to you. By accepting delivery of the products and/or services, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY UNLESS (i) THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH DRENNAN , IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) OTHER DRENNAN STANDARD TERMS APPLY TO THE TRANSACTION. Customer acknowledges and agrees that these terms and conditions are subject to change without prior notice at any time, in Drennan’s sole discretion.
1. Other Documents. These terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) and/or services which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a writing signed by Customer and Drennan.
2. Law. THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PEOPLE’S REPUBLIC OF CHINA. The United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement. It is irrevocably agreed that any disputes which may arise out of or in connection with these terms and conditions shall be submitted to the China International Economic and Trade Arbitration Commission Shanghai Commission for arbitration and that accordingly any suit, action or proceeding arising out of or in connection with these terms and conditions shall be brought in such arbitration tribunal.
3. Payment Terms; Orders; Quotes; Interest. Terms of payment are within Drennan’s sole discretion. Payment for the products will be made by check, wire transfer, or some other payment method acceptable to Drennan, unless credit terms have been agreed to by Drennan. Drennan may invoice parts of an order separately. Orders are not binding upon Drennan until accepted by Drennan. Any quotations given by Drennan will be valid for the period stated on the quotation. Customer shall submit any errors or mistakes on any invoice to Drennan in writing within 30 days after receipt of such invoice. In the event that Customer fails to notify Drennan of any such errors within such 30-day period, Customer will be deemed to have accepted the invoice as accurate and complete. Deposits are due within one working week from signing of the contract. Payment in full is due prior to delivery of the goods, unless otherwise agreed in writing by Drennan. Customer will pay to Drennan interest on overdue payments on the day-to-day balance at a rate calculated at the lesser of 18% per annum or the highest rate permitted by applicable law. If the customer fails to take delivery of the ordered goods, within one month from arrival, then Drennan reserves the right to:
a. charge interest on the undelivered goods value on the day-to-day balance at a rate of calculated at the lesser of 18% per annum or the highest rate permitted by applicable lay base on contract.
b. charge storage fees.
c. sell the goods to third parties.
d. recover any reasonable costs incurred as a result of the customer’s failure to take delivery, from deposits and /or prepayments.
Customer agrees to pay all collection and other costs incurred by Drennan, including but not limited to, reasonable attorney’s fees.
4. Drennan Retention of Title：Risk of Loss. The goods will remain Drennan’s property until Drennan has received payment in full for all sums due and owing on any account by Customer. If Customer sells or otherwise disposes of the products before payment in full as aforesaid has been made, Customer will in such case hold all monies received by it from such sale or disposal in trust for Drennan and will on request furnish Drennan with the names and addresses of the persons to whom such disposals have been made together with all necessary particulars to enable Drennan to recover any outstanding sums due from such persons. So long as the goods remain Drennan’s property. Customer will hold the products as bailee for Drennan and will store the products so as to clearly show them to be the products of Drennan , and Drennan will have the right, without prejudice to the obligations of Customer to retake possession of the products (and for that purpose to enter into any premises occupied by Customer). Nothing in this clause will confer any right upon Customer to return the products. Drennan may maintain an action for recovery of the value of the goods, notwithstanding that property of the goods has not been vested in the Customer. Notwithstanding that the property in the products may not have passed to Customer, Customer will carry all risk of loss of and damage to the products from the time when the products are delivered to a carrier for transmission to Customer or the prior delivery of the products to the stipulated place of delivery, either of which events will constitute delivery to Customer.
5. Disclaimer of Warranties. TO THE EXTENT PERMITTED BY LAW, ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS, IMPLIED BY STATUTE OR OTHERWISE, ARE EXCLUDED. DESPITE ANY OTHER TERMS AND CONDITIONS, IF ANY PRODUCT OR SERVICE SUPPLIED BY DRENNAN IS SUBJECT TO THE MANDATORY WARRANTIES AND CONDITIONS OF THE APPLICABLE LAW (THE “LAW”), AND IF THE LAW PROHIBITS THE EXTENT TO WHICH DRENNAN CAN EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF THE LAW OR ITS LIABILITY FOR BREACH OF THESE WARRANTIES OR CONDITIONS, DRENNAN 'S LIABILITY FOR BREACH OF ANY SUCH CONDITION OR WARRANTY WILL BE LIMITED AT DRENNAN 'S OPTION TO:
DRENNAN STANDARD CONDITIONS OF LIMITED WARRANTY 卓尔能保修标准条款 1. Period: Drennan supplies goods with a standard warranty of 12 months from delivery to customer or 18 months from shipment date ex-factory, whichever is shorter. 2. Terms & conditions: the warranty applies exclusively to defects in materials and manufacturing. Drennan will replace parts free of charge and, for goods returned to our warehouse under warranty, labour will be free of charge. The warranty does not apply under the following conditions: 3. Procedure: warranty claim goods are to be returned to our warehouse freight pre-paid for inspection. After inspection, if the goods are deemed faulty through material defect or manufacture defect, they will be repaired free of charge. 4. Time: Warranty service takes place under normal business working hours 08：30 to 17：30 Mon-Fri, not including state holidays. 5. Transport: Warranty claim goods are to be returned to our warehouse freight pre-paid. Upon repair under warranty the goods will be returned to the customer freight collect. 6. On site warranty: If goods are not returned to our warehouse, then transport costs to and from site and lodging costs at site for our technician will be borne by the customer. 7. Non-warranty repair: All repair outside warranty will only be carried out after payment in advance. |
6. Prices; Shipping Costs; Taxes. Unless Customer provides Drennan with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Drennan 's acceptance of the order, Customer must pay to Drennan on demand any business tax, value added tax or any other like tax（“VAT”） which is payable as a consequence of any supply made or deemed to be made or other matter or thing done under or in connection with these terms and conditions by Drennan (together with any fine, penalty or interest payable because of a default of Customer). The amount paid by Customer to Drennan on account of VAT must be sufficient to ensure that the economic benefit to Drennan of this Agreement remains the same whether VAT applies or not. The total amount on Customer’s invoice will include charge for any of the above taxes, charges for shipping, handling, agent’s charges and any other charge, duty or import.
7. Default by Customer. If Customer fails to comply with any term of this agreement (including stipulations as to payment); commits an act of bankruptcy, makes an arrangement or composition with creditors or suffers any distress or execution; or resolves or is ordered to be wound up or has a receiver appointed, then, in any such event, Drennan will have the right (without prejudice to any other remedies) to cancel any uncompleted order and withhold or suspend delivery of further products, and to demand payment forthwith of all sums due by Customer to Drennan. In the event Drennan exercises any rights it may have to stop goods in transit because of Customer’s financial condition, Drennan may at it option resell such products at public or private sale without notice to Customer and without affecting Drennan’s rights to hold Customer liable for any loss or damage caused by breach of contract by Customer.
8. Force Majeure. Drennan will not be under any liability of whatever kind for non-performance in whole or in part of its obligations under the contract due to causes beyond the control of Drennan or beyond the control of Drennan ’s suppliers including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, terrorism, insurrection, riot or other acts of civil disobedience, acts of Customer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in delivery to Drennan or Drennan ’s suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, Drennan may, without liability, cancel or vary the terms of this agreement including, but not limited to, extending the time for performing this agreement for a period at least equal to the time lost by reason of such causes.
9. Limitation on Liability. DRENNAN DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST . NOTWITHSTANDING, IF DRENNAN SHALL BE LIABLE TO CUSTOMER FOR ANY MATTER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, THEN THE AMOUNT OF DAMAGES RECOVERABLE FROM DRENNAN SHALL NOT EXCEED THE VALUE OF THE PRODUCTS PERTAINING TO THE SPECIFIC INCIDENT GIVING RISE TO DRENNAN ’S LIABILITY. DRENNAN WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.
10. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
11. Language. These Terms and Conditions are in both English and Chinese versions. If there is any conflict between the two versions, the English version shall prevail.
DRENNAN GROUP LTD
Copyright © 2007 Drennan Group. All rights reserved.
(DIN EN ISO 9001:2000) 沪ICP备07024091号
E-mail:drennan@drennanco.com Tel:86(021)-52588855 Fax:86(021)-52588618
