Terms and conditions
1. General
All orders for the sale of Products are accepted by ZLX TECH on these Terms and
Conditions which supersede any other terms appearing in this or any previous
catalogue or elsewhere. These Terms and Conditions together with the Contracts
concluded hereunder constitute the entire understanding between ZLX TECH and the
Customer.
2. Definitions
In these Terms and Conditions:
"the Customer" means the person, firm or company with whom a Contract is
concluded;
"the Catalogue" means the current ZLX TECH catalogue and the current item codes
of ZLX TECH;
"the Contract" means a contract for the supply of Products made between ZLX TECH
and the Customer;
"the Products" means the goods supplied or to be supplied to the Customer by ZLX
TECH; and
"the Terms and Conditions" means these terms and conditions for the sale of
Products by ZLX TECH to the Customers.
3. Characteristics of the Products
Any information relating to the Products and their use, such as weights,
dimensions, capacities, prices, colors and other data contained in the Catalogue
or prospectuses, circulars, advertisements, illustrations, price-lists of ZLX
TECH, shall not take effect as terms of the Contract.
4. Orders
Orders are initiated by the Customer’s purchase order received by ZLX TECH
either in writing, by telephone, Internet, e-mail or fax. Purchase orders shall
identify the Products, unit quantities, item code, descriptions, applicable
prices and designate.
Purchase orders are subject to ZLX TECH’s written acceptance and to these Terms
and Conditions.
Irrespective of means of communication, it is the sole responsibility of the
Customer to verify that ZLX TECH has received the purchase order or any other
kind of message sent by the Customer to ZLX TECH. ZLX TECH does not assume any
responsibility whatsoever for any loss or damages caused by breakdowns in
communication beyond ZLX TECH’s reasonable control.
5. Delivery
Delivery shall be "Ex Works" (EXW) (Incoterms 2000, International Chamber of
Commerce). Selection of the carrier and delivery route will be made by ZLX TECH.
On the Customer’s request ZLX TECH may provide the Customer with an estimated
delivery date. The Customer acknowledges that any such delivery dates provided
by ZLX TECH are estimates only and that ZLX TECH shall not be liable for failure
to deliver on such dates.
The amount of all transportation charges from ZLX TECH’s facility shall be paid
to ZLX TECH by the Customer in addition to the purchase price of the Products.
Delivery to a carrier shall constitute delivery to the Customer, and risk of
loss and delay shall thereupon pass to the Customer. Products invoiced and held
by ZLX TECH at the Customer’s request shall be held at the Customer’s risk and
expense.
6. Passing of Title
Notwithstanding that the Customer obtains possession of the Products, ownership
of the Products shall remain with ZLX TECH until such time as ZLX TECH has
received payment in full for all sums due to it from the Customer. If any sum is
overdue for payment in whole or in part ZLX TECH may (without prejudice to any
other rights or remedies available to it) recover and re-sell the Products or
any of them.
The Customer may not sell the Products to a third party before ZLX TECH has
received payment in full. If such a sale is made the Customer shall account to
ZLX TECH for the proceeds of sale received up to the total amount outstanding in
respect of the Products.
7. Claims
The Customer shall examine the Products as soon as possible after their arrival
at destination. Claims for shortages and damage must immediately be made to
carrier. The Customer shall be deemed to have accepted the Products unless
written notice of rejection is received by ZLX TECH within five (5) days after
delivery.
8. Prices
All prices in the Catalogue or otherwise quoted by ZLX TECH are in USD or EUR.
All prices are subject to alteration by ZLX TECH without notice. If the price
for a specific order due to such alteration should exceed the corresponding
price in the Catalogue or otherwise quoted by ZLX TECH, the Customer may,
immediately upon receipt of ZLX TECH’s written confirmation of the order, by
written notice to ZLX TECH, cancel the order whereupon neither party shall be
under any further liability hereunder. If delivery (as defined in Article 5
above) has been made prior to ZLX TECH’s receipt of such cancellation, the
Customer’s right to cancel shall be subject to the Customer’s return of the
Products at his own risk and expense.
The amount of all taxes or other charges now or hereafter imposed by any
government authority which may be paid by ZLX TECH or for which ZLX TECH may be
liable shall be paid to ZLX TECH by Customer in addition to the price of the
Products.
9. Warranty and Limitation of Liabilities
Subject to clause 7 above, ZLX TECH warrants that it will replace or repair any
faulty Products if the fault occurs within 30days from the date of delivery (as
defined in clause 5 above), provided that the fault is caused by defects in the
manufacturing or material of the Products. ZLX TECH warrants that it will
replace or repair the faulty Products at no expense for the Customer. ZLX TECH
is entitled to decide whether faulty Products shall be replaced or repaired and
if repair is necessary and were such repair shall take place. By replacing or
repairing a faulty Product ZLX TECH shall have fulfilled its warranty. ZLX TECH
is liable according to this warranty only when the Customer has not used the
Products or has used the Products in a normal way. This warranty does not cover,
and ZLX TECH is not responsible for, any fault in Products which is a
consequence of normal wear and tear. ZLX TECH makes no other warranty, express
or implied, with respect to the Products. In particular, ZLX TECH makes no
warranty respecting the merchantability of the products or their suitability or
fitness for any particular purpose or use or respecting infringement. ZLX TECH
makes no warranty that the products meet requirements for authorization,
approvals or certifications applicable in the country of the customer or the
otherwise intended final destination of the product. ZLX TECH makes no warranty
that the products or the use thereof does not violate statutes or regulations in
such countries. The customer shall verify dimensions, ratings and other
characteristics of the products prior to their use or incorporation with other
products.
The customer shall not in any event be entitled to, and ZLX TECH shall not be
liable for indirect, special, incidental or consequential damages of any nature
including, without being limited to, loss of profit, promotional or
manufacturing expenses, overhead, injury to reputation or loss of customers. The
customer′s recovery from ZLX TECH for any claim shall not exceed the customer′s
purchase price for the products irrespective of the nature of the claim whether
in contract, tort, product liability, warranty, or otherwise. The customer is
obliged to take any possible measures to avoid loss.
10. Statements and Advice
If statements or advice, technical or otherwise, is offered or given to the
Customer by ZLX TECH, such statements or advice shall be deemed to be given as
an accommodation to the Customer and without charge and ZLX TECH shall have no
responsibilities or liabilities whatsoever for the content or use of such
statements or advice.
11. Information
The Customer shall promptly inform ZLX TECH of any claim made against the
Customer by his customers or third parties concerning the Products or
intellectual property rights related thereto.
12. Modifications
The sale of Products hereunder shall be governed by the Terms and Conditions,
notwithstanding contrary or additional terms and conditions in any purchase
order, planning schedule, acknowledgement, confirmation or any other form or
document issued by either party effecting the purchase and/or sale of Products.
These Terms and Conditions may not be modified or cancelled except through a
written agreement signed by the Customer and the Managing director of ZLX TECH.
13. Transfer of Rights
No rights, duties, agreements or obligations hereunder may be assigned or
transferred by either party without the prior written consent of the other. The
Terms and Conditions hereof shall be binding upon and inure to the benefit of
the parties hereto and their successors and assigns.
14. Waiver
The waiver of any breach of any term, condition or covenant hereof or default
under any provision hereof shall not be deemed to constitute a waiver of any
other term, condition, or covenant contained herein or of any subsequent breach
or default of any kind or nature.
15. Invalid Provision
Any provision hereof which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof in that
jurisdiction or affecting the validity or enforceability of such provision in
any other jurisdiction.
16. Force Majeure
ZLX TECH is not liable for a failure to perform any of this obligations in so
far as:
(a) the failure was due to an impediment beyond ZLX TECH’s control, and
(b) ZLX TECH could not reasonably be expected to have taken into account the
impediment and its effects upon ZLX TECH’s ability to perform at the time of the
conclusion of the Contract, and
(c) ZLX TECH could not reasonably have avoided or overcome it or its effects.
A ground of relief under this clause relieves ZLX TECH from liability in
damages, from any and all contractual sanctions. ZLX TECH shall inform the
Customer when a ground of relief occurs.
If the grounds of relief subsist for more than sixty (60) days, either party
shall be entitled to terminate the Contract by written notice.
17. Applicable Law
These Terms and Conditions and the Contracts concluded hereunder shall be
governed by and construed in accordance with the laws of China.
18. Resolution of Disputes
Any dispute, controversy or claim arising out of or in connection with these
Terms and Conditions and the Contracts concluded hereunder, or the breach,
termination or invalidity thereof, shall be settled by arbitration at the China
International Economic and Trade Arbitration Commission for arbitration in
accordance with its rules of arbitration. The arbitral award is final and
binding upon both parties. The language to be used in the arbitral proceedings
shall be English.
