Inspection and Period of Claim
The Buyer should check the Goods immediately after receipt of the goods and shall check the quantity on site and sign the delivery note, to confirm the correct quantity. If any discrepancy, the Buyer shall make a claim in written form within two weeks after receiving of the goods.
The Seller guarantees that the Goods are in accordance with the technical specification, attached to the Contract, if any, and free from defects in material and workmanship. The warranty period shall be 12 months from the date of delivery.
The Seller shall replace or repair or, at its option, refund the price of any defective part of the Goods. The Seller shall pay for necessary transportation costs in connection with the remedying of the defects. The Buyer shall be responsible for any dismantling and reassembly necessary in connection with the remedying of the defects.
The warranty period for repaired or replaced part of the Goods is one year from the repairs or replacement, but no longer than two years from the delivery of the originally supplied part of the Goods.
The Seller shall not be liable for defects caused by normal wear and tear or by the Buyer’s faulty installation, maintenance or operation or where repair has been undertaken by the Buyer or a third party without the Seller’s prior written consent.
Except as expressly set out above, Seller shall have no further liability to the Buyer in case of defects.
Should either party be prevented from performing this Contract due to Force Majeure, such as flood, fire, war, boycott or sanctions, strike, epidemic and all the other object circumstances that are unforeseeable, unavoidable and insurmountable by the parties hereto, the time to perform this contract should be extended by a period equivalent to the period of force majeure. The prevented party should inform the other party as soon as possible by fax and by registered letter. Should the force majeure circumstances continue for more than 6 months, either party may terminate all uncompleted obligations under this Contract by written notice to the other party without incurring any obligation to compensate the other party.
If delivery occurs later than guaranteed date in the "Purchase and Sales Contract", and provided such delay is not the result of circumstances for which the Buyer is responsible, the Buyer is entitled to liquidated damages. The liquidated damages shall amount to 0.5% of the price for the delayed part of the Goods for each full week of delay. The maximum liquidated damages shall never exceed 5% of the price for the delayed part of the Goods. The Seller shall have no further liability to compensate the Buyer in case of delays.
The Seller shall not be liable for any indirect, consequential or financial damages, including but not limited to, loss of profit, use, production, raw materials or end-products. This limitation of liability shall not apply, however, where such loss or damage has been caused by wilful misconduct or gross negligence.
The total aggregate liability of the Seller for any loss, damage or compensation whatsoever arising out of the Seller’s performance of its obligations under this Contract, including liquidated damages, shall never exceed an amount equal to fifteen (15) percent of the Total Price. For the avoidance of doubt, the limitation of 15% does not include the Seller’s obligation to refund the price or the obligation to replace or repair any non-conforming part of the Goods in accordance with Clause 2 (warranty) above.
Governing law and arbitration
The "Purchase and Sales Contract" is governed by the laws of PRC. All disputes arising from the execution of the "Purchase and Sales Contract", shall be settled by the China International Economic and Trade Arbitration Commission (CIETAC) in Beijing, for arbitration according to their rules. The arbitration panels shall have 3 arbitrators, one appointed by each party and the chief arbitrator to be appointed by the Chairman of CIETAC. The arbitration award is final and binding upon both parties.
Title of Goods
The title of the Goods will only be transferred to the Buyer upon payment in full from the Buyer of the Contract Price. If the Buyer is unable to pay within the time stipulated in Purchase and Sales Contract, the Seller retains the ownership to and full right of disposal of the Goods (regardless of which party is exercising control over the Goods).