Our acceptance of your order is subject to the condition that only these terms are valid. Unless you provide us with your objections in writing your acceptance of the products is deemed to be your acceptance of these Terms . Our failure to object to your additional or different terms is not a waiver of any of these Terms . Unless we agree in writing, we reject any additional or different term. Any adjustment to these Terms must be written and signed by both parties. In these Terms and Conditions of Sale ( "Terms") , "we" , "us" and "our" refer to the seller. "You" and "your" refer to the purchaser of the products.
1. PRICE. For products covered by these Terms, you agree to pay the prices set out in our quotation, accepted purchase order or in any other document signed by us. Otherwise, you agree to pay our current prices at the date of shipment. Shipments within 5% of the quantity ordered must be accepted , even if you can pay for the quantity actually received .
2. FEES AND OTHER CHARGES. Prices do not include taxes, indirect taxes or other governmental charges on the products and any premium on bonds of security or bank guarantee costs except where the law provides otherwise.
3. DELIVERY, TITLE of RISK, LOSS OF PROPERTY. The delivery terms are those set out in our quotation, purchase order or other accepted documents signed by us. Otherwise, the delivery shall be ex-works. The delivery terms must be considered in accordance with the INCOTERMS in force, as published by the International Chamber of Commerce. We engage ourselves to try our best to meet the agreed delivery dates. If the delivery is at our charge, we reserve the right to select the means of transport. The title of the property will be transferred to you, and your obligation to pay begins, when the product is considered delivered to you under the agreed terms of delivery, even if we pay for the shipping or provide to the insurance.
4. INSPECTION AND ACCEPTANCE. You have to promptly inspect the products delivered. Unless you do not refuse in writing products or shipments that do not comply with your order or do not meet the specifications within 60 days of the receipt of the shipment, you will be deemed to have unconditionally accepted the products. You must have our written authorization to return any product.
5. PAYMENT. You agree to pay the total price of the products sold as set out in our quotation or invoice. If payment is late, or if we reasonably believe that your financial conditions have become unsatisfactory, we may decide to shop any shipment to you, ask for cash in advance, shorten your payment terms or cancel any orders. Should your account overdue, the deadline for payment of all outstanding invoices will be accelerated and all invoices shall become immediately due and payable.
6. WARRANTY. We guarantee that every product we produce will meet our written specifications. Unless otherwise agreed in writing, the dimensions of the product are symbolic and subject to our standard tolerances. To our choice our only responsibility will be to repair, replace or refund the price paid for all unaffected products that do not meet our specifications at the time of delivery. We agree to pay the shipping charges for any returned item only if we authorize they can be returned. If the returned product conforms to the warranty, you agree to reimburse us for all shipping costs. The warranties in these terms exclude all implicit warranties (except to title to property) by law. There are no additional warranties. Our warranties extend only to you and are not transferable to third parties. Any technical advice or assistance given is covered by no warranty.
7. LIMIT OF OUR LIABILITY. We are not responsible for any product made according to your own design or for the use of any product (delivered in accordance with these terms and conditions) in combination with other items or materials or in any process. Prices charged to you confirm that you are accepting to share the risk. You understand and agree that with no limitations on our responsibility, our prices should be higher. In no event we will be liable for indirect loss , special or indirect damages, loss from the interruption of business, loss of revenues, profits, data , anticipated savings, lost opportunities, whether or not resulting from our negligence. Our maximum liability to you for claim of any kind, including claims based on product defects and rules permitted by law, will be the payment of the purchase price of the product that gave rise to the complaint. We reject and refuse any condition that could force us to release any part from its responsibility.
8. FORCE MAJEURE. We are not responsible for delays or failure in the production due to unforeseen causes beyond our reasonable control. These include weather conditions, natural disasters, floods, fires, war, sabotage, accidents, labor disputes, deficiencies of the system, actions or government regulations, restrictions or prohibitions on imports and inability to obtain material, equipment or transportation. We can increase our prices as a consequence of increases in raw materials, energy, transportation or labor costs that support prior to delivery of the product, making it difficult to pursue our performance from the commercial point of view; you could then delete the part of your order undelivered. We can reduce the quantities or postpone the delivery time due to such unforeseen causes. We can allocate our available products between you and other customers or for internal use in such a way that we, in our sole discretion, consider appropriate.
9. COMPLIANCE WITH LAWS. Each party agrees to comply with applicable laws that govern its activities. All goods, technology , technical data or software that we provide that are exported or re-exported from the delivery destination can be exported only in accordance with the applicable export laws and regulations, including the export control laws. The validity, interpretation and enforcement of this contract shall be governed by the laws of the jurisdiction in which we, the seller, reside. The United Nations Convention for the International Sale of Goods will not be applied on transactions covered by these Terms. Any dispute that cannot be solved reciprocally will be subject only, and you consent, to the jurisdiction of the courts in the country where we, the seller, reside. If any part of our contract is deemed to be invalid, the remaining provisions of our contract will remain in force .
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