Terms and Conditions
The following terms and conditions of sale (these "Terms") govern the sale of products ("Products") by Allpower Display Co., Ltd., a China corporation (hereinafter called "Allpower"), to the buyer named on the quotation signed by buyer ("Buyer"). The buyer and Allpower are "Merchants" as defined in the The United Nations Commission on International Trade Law ("UNCITRAL").
In the event of any conflict or inconsistency between the Agreement and the terms and conditions contained in Buyer's order or in any other form issued by Buyer or Allpower, whether or not any such form has been acknowledged or accepted by Allpower, the Agreement shall prevail.
Unless otherwise stated, Allpower's quotation shall be null and void unless accepted by Buyer within thirty (30) days from the date of quotation.
3. PRICES / TRANSPORTATION
Prices do not include any taxes, freight, handling, duty or other similar charges, payments of which shall be the sole responsibility of Buyer. Unless otherwise stated in the quotation, quoted prices are subject to change by Allpower with or without notice until Buyer's acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are ex-factory factory in China. Customary methods of shipping and a shipping provider will be selected by buyer, such shipping will be at Buyer's sole expense. Special methods of shipping or a different shipping provider may be used upon Buyer's request and at Buyer's additional expense provided reasonable notice of Buyer's shipping requirements are given by Buyer to Allpower prior to shipment.
4. TERMS OF PAYMENT
Buyer shall pay all invoiced amounts due to Allpower per the payment terms set forth in the quotation accepted by Buyer. Allpower shall be entitled to suspend the manufacture or delivery of any Products if Buyer fails to pay any amounts when due hereunder.Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Allpower , whether relating to Allpower 's breach or otherwise. Payment may only be made via wire transfer or any other method requested by Allpower. The Buyer shall bear all the bank charges for every payment.
Any shipping date or delivery date stated represents Allpower's estimate of when the Products will be shipped or delivered, and depend upon Allpower's prompt receipt of all necessary information and payment from Buyer. If Buyer causes Allpower to delay shipment or completion of the Products, Allpower is not liable for any delays, added costs, losses and failure to deliver within the time estimated will not be a material breach of the Agreement on Allpower's part.Any failure by Buyer to pay for any shipment within the time stated for payment is an anticipatory material breach with regard to other shipments.
Without limiting the foregoing, Allpower may, but will not be required to, shorten lead times and deliver Products more quickly than originally estimated, in accordance with Buyer requests. Once Allpower commences production of products or delivery date with regard to the same, Allpower will be entitled to provide, ship, and deliver such products receive payment therefor and Buyer may not revise the timing for receipt.
6. FORCE MAJEURE
Allpower shall not be responsible or liable for any loss or damage incurred by Buyer resulting from causes beyond the reasonable control of Allpower including, but without limitation, acts of God, war, invasion, insurrection, riot , the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings, or the failure of Allpower's vendors to meet their obligations. The acceptance of delivery of the Products by Buyer shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
7. SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK
Allpower's responsibility for Products ceases upon delivery to or pick up by the carrier. In the event of loss or damage during shipment, Buyer's claim shall be against the carrier only. Shipments must be thoroughly inspected by Buyer at the time of receipt and prior to signing any delivery receipt. If the delivered Products contain a shortage or the delivered Products are nonconforming, defective, or incomplete ("Nonconforming Products"), then the Buyer must refuse the delivery and must specifically note the alleged issue(s) with the Nonconforming Products on the bill of lading. Signing a delivery receipt will be prima facie evidence to the fact that the entire contents of the shipment were received complete, in good condition without damage, and consistent with the specifications of Buyer's order.
If Buyer timely and properly refused delivery of any Nonconforming Products, then Allpower will, (i) replace the Nonconforming Products with conforming Products; (ii) refund the purchase price for the Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer; (iii) repair the Nonconforming Products. Buyer acknowledges and agrees that the remedies set forth in this Section 7 are Buyer's exclusive remedies for the delivery of Nonconforming Products under the Agreement. Except as provided under Section 7, all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased to Allpower.
8. SPECIFICATIONS AND DRAWINGS
Buyer may request in writing on the purchase order that the Products reflect certain specifications or design, which request must include specifics pertaining to color scheme, finishes, electrical requirements, measurements, hardware, and tolerances. No responsibility is accepted by Allpower for the accuracy or correctness of any information supplied by the Buyer (and the Buyer confirms that the information is accurate and suitable). The Buyer shall be responsible for checking and approving any drawings provided by Allpower to ensure they satisfy the needs of the Buyer. Allpower has no liability for Products that have had drawings checked and approved that are subsequently found to not meet the needs of the Buyer.
Cancellation or modification of all or part of any order are subject to Allpower's prior written consent in each instance. If cancellation or modification is allowed, Buyer agrees to pay to Allpower all expenses incurred and damage sustained by Allpower on account of the cancellation or modification, plus a reasonable profit and overhead.
10. WARRANTY; DISCLAIMERS AND LIMITATION OF LIABILITY
Allpower warrants solely to Buyer the electrical components of the Products to be free from defects in materials and workmanship, under normal use and service, for a period of 24 months from the date of shipment from Allpower ("Warranty Period"). If, prior to the expiration of the Warranty Period, Buyer notifies Allpower in writing of any breach of this limited warranty and, upon Allpower's receipt of the defective component or Product, then Allpower's sole and exclusive obligation, and Buyer's sole remedy for failure of any Product to conform to the above warranty is, at the option of Allpower, repair or replacement by Allpower or its suppliers of any product or part found to be defective; reimburse Buyer for cost of repair and purchase of the defective part; or refund the monies paid by Buyer for the non-conforming product. Buyer must establish the product's purchase date by means satisfactory to Allpower in its sole discretion.
11. INTELLECTUAL PROPERTY
Buyer will obtain no right whatsoever in any copyright, patent, trademark, trade secret, or other intellectual property right of Allpower, whether in consequence of the Agreement, any transaction or dealing between Allpower and Buyer, or otherwise. Allpower reserves all such rights to itself.
12. CONFIDENTIAL INFORMATION
All non-public, confidential or proprietary information of Allpower, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Allpower to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Allpower in writing. Upon Allpower's request, Buyer shall promptly return all documents and other materials received from Allpower. Allpower shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
In addition to any remedies that may be provided under these Terms, Allpower may terminate the Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under the Agreement and such failure continues for 30 days after Allpower's provision of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
Allpower Management 2020