GENERAL SALES CONDITION
1. GENERAL PRECAUTIONS
1.1 All supplies and services of HAINING DAOU LIGHTING CO.,LTD. shall be subject to the below mentioned rules constituting integral part of the contract, where the CUSTOMER conrms that they are full andexclusive evidence of the agreement between the CUSTOMER and DAOU LIGHTING. All additional and different terms and conditions or arrangements shall be effective only after approval of DAOU LIGHTING inwriting.
1.2 The regulations below shall be considered as accepted as soon as the CUSTOMER approves the offer of Daou Lighting either by submitting the order or by signing the agreement and obtaining the hereby salesconditions.
2. OFFER / ORDER CONFIRMATION
2.1 The offers of DAOU LIGHTING shall not be binding unless clearly dened otherwise.
2.2 The CUSTOMER’s order shall not be binding until its conrmation in writing and only to the extent conrmed by DAOU LIGHTING in writing.
2.3 The orders submitted without previous offer of DAOU LIGHTING shall not be binding for the company unless – and to such extent – as it has been conrmed in writing by DAOU LIGHTING. The same applies in casewhen the CUSTOMER modies the conditions dened by the offer of DAOU LIGHTING.
3.1 The data presented in catalogues, prospects, offer documents and agreements such as illustrations, pictures, dimensions, sizes and weights, use and eciency indicators as well as other data shall beapproximate data and shall not be binding unless clearly indicated that they are binding.
3.2 DAOU LIGHTING reserves the right – in special conditions – to change the project and where it is necessary to material changes, not leading to deterioration of the product quality.
3.3 DAOU LIGHTING reserves the ownership right and copyrights to pictures and other documents. The CUSTOMER shall not be entitled to use them for other purposes, copy, duplicate or disclose them to the thirdparties. The documents shall not transfer the ownership title or imply granting license. Pictures and other documents constituting the offer shall remain the property of DAOU LIGHTING and shall be immediatelyreturned on its request including all their copies.
3.4 DAOU LIGHTING shall be entitled to protect all patents and technological solutions used when manufacturing the lighting ttings including also the protection of concluded agreements’ construction.
3.5 The CUSTOMER shall be obliged not to submit other entities information or technical documentation providing the base of construction for the equipment ordered by the CUSTOMER.
3.6 All sales references and prepared documents available to customers shall be subject to return at the request of DAOU LIGHTING. If the order has not been submitted in DAOU LIGHTING they have to be returnedwithout such request.
4. PRICES, PACKING, INSURANCE
4.1. Sales prices of the products of DAOU LIGHTING do not include the charges of sales, excise tax, turnover, import, export and other taxes and customs duties that DAOU LIGHTING will be expected to pay pursuantto the legal requirements.
4.2. Unless the CUSTOMER clearly denes, DAOU LIGHTING does not insure the products ordered from transport risk.
4.3. Packaging, transport cost – according to the CUSTOMER’s order shall be added to the price of product- equal to the costs paid by the producer (with no additional margin added).
5. RISK TRANSFER
5.1. Unless otherwise dened, the risk shall be transferred to the CUSTOMER during the products delivery to the rst carrier.
5.2. If the dispatch is delayed due to not fullling the obligations by CUSTOMER and if this delay results from the reasons independent from DAOU LIGHTING, the risk shall be transferred to the CUSTOMER at the timeof obtaining information about the readiness to dispatch the product.
6. DELIVERY DATE
6.1. All delivery deadlines shall be precisely calculated according to the effective approximate work schedule including production capacity, delivery deadlines of sub-suppliers and contracting parties. In case ofchanging the base DAOU LIGHTING reserves the right to extend the delivery deadline accordingly. The delivery term begins with sending the delivery conrmation, concluding the trade and technical details of theagreement performance, obtaining by DAOU LIGHTING documents delivered by the CUSTOMER, issuing all necessary authorizations and approvals, signing the agreement and transfer the payment determined in theagreement on the bank account of DAOU LIGHTING. Meeting the delivery deadline depends on fullling all contractual obligations by the CUSTOMER. All changes required by the CUSTOMER may result in extendingthe delivery deadline. The products are considered to be delivered on time if they are transferred to the rst carrier or if they are reported as ready to be sent before the agreed delivery deadline. Partial deliveriesare also acceptable. Small defects do not inuence the CUSTOMER’s obligation to collect the products and in such case the delivery deadline is considered as met.
6.2. If the delivery shall be delayed due to the reasons attributed to the CUSTOMER or if it is not collected on time by the CUSTOMER, DAOU LIGHTING at its own discretion and without responsibility is entitled tostore the products at the CUSTOMER’s risk, invoice them and charge the CUSTOMER the storing expenses. If the storing takes place in DAOU LIGHTING, the storing cost amount to not less than 1,0% of the invoicedvalue per month beginning from the date of informing about the dispatch readiness. DAOU LIGHTING is entitled to dene the next collection deadline and if it is not met it is entitled to sell or freely dispose theproducts. The sales or other products management does not release the CUSTOMER from the obligation to pay for the products.
6.3. If the delivery shall be delayed by unpredictable events or independent of DAOU LIGHTING – force majeure resulted directly, indirectly or as a due to re, ood, accidents, civil riots, war, strikes, lockouts,mechanical damages, sabotage, delayed delivery of important raw materials and components, embargo, lack or delay of obtaining ocial authorizations by supplier or sub-supplier due to reasons (of similar or notsimilar character to these mentioned above) the delivery deadline shall be reasonably extended. In such case the CUSTOMER shall not be entitled to terminate the agreement or submit any claims due to the deliverydelay. The delivery deadline should be extended by the justied period, any delay should not be longer than one month.
6.4. DAOU LIGHTING can refuse or delay the delivery without any responsibility and be entitled to claim compensation from the CUSTOMER if: the CUSTOMER starts or agrees to bankruptcy procedure, ocialreceiver or any refusal to pay, appointing bankruptcy estate administrator, transfer for the debtors or if the CUSTOMER shall be subject to bankruptcy procedure or announcing insolvency.
7. PAYMENT CONDITIONS
7.1. Payments shall be carried out according to the provisions of the agreement or conrming the order acceptance.
7.2. Payments shall be made only on DAOU LIGHTING bank account and free from any transfer costs and any burdens during the determined deadline without assigning to DAOU LIGHTING any deductions, fees, costsand other expenses due to bank guarantee or bill of exchange or cheques that due to detailed agreement DAOU LIGHTING. and the CUSTOMER shall be attributed to the CUSTOMER. DAOU LIGHTING is entitled tocalculate legal interests for the payment delay.
7.3. Payment discontinues due to mutual claims or compensation deduction shall be possible only if the mutual claims are not controversial or are legal.
7.4. If the payment is delayed with reference to the deadline of its transfer, DAOU LIGHTING shall be entitled – without notice about delay – to satisfy all its claims from the bank guarantee, bill of exchange orcheques that should be submitted for payment performance.
7.5. If the deliveries are delayed due to the reasons not related to DAOU LIGHTING the payment is required to be made in the primary period.
7.6. Not making payments by the CUSTOMER within the required deadlines and dened in the hereby agreement shall authorize DAOU LIGHTING to stop the supplies and make appropriate deadline correction or the supply after making the payment. In the event when such payment obligation shall be extended by more than (40) days after the required deadline DAOU LIGHTING may in any time after such deadline terminate the hereby agreement by written notice sent to the CUSTOMER by letter or fax and it will be entitled to claim the costs of all performed work and materials delivered as well as suffered damages. Not fulfilling the payment obligation within the required deadline shall be the base of rejecting all CUSTOMER’s claims towards DAOU LIGHTING due to supplied delay resulting from not fulfillment the payment obligation.
7.7 The date of payment shall be date of receiving the money transfer on the bank account of DAOU LIGHTING.
9. FINAL PROVISIONS
9.1 All arrangements so far oral or written concluded between the parties of the hereby document contrary or inconsistent with the provisions of the hereby offer shall be cancelled. It is understood that the guarantee agreements or arrangements contradictory to or inconsistent with the hereby document do not exist. The order, agreement or any other document submitted by the CUSTOMER shall be considered both by the CUSTOMER and DAOU LIGHTING. as the order based on the hereby sales terms and conditions and accepting by DAOU LIGHTING. such order or offer submitted by the CUSTOMER clearly depends on the CUSTOMER’s acceptance of all terms and conditions dened in the hereby document.
9.2 Any disputes resulting from the hereby agreement shall be submitted to the Courts of competent jurisdiction correct according tp the head oce of DAOU LIGHTING.
9.3 Any aspects not covered by the hereby agreement shall be subject to the Chinese law regulations and Chinese Civil Code.