Terms & Conditions
Smolex Committed that all the offers we provided were base on the terms and conditions.
1. TERM OF OFFER & ACCEPTANCE:
Smolex Committed that all the offers we provided were base on the terms and conditions, and NO other terms and conditions shall apply in any form. Any such additional or different terms and conditions are hereby objected to by Seller. Delivery of the Goods or other performance by Seller with respect to the Goods shall not constitute Seller’s acceptance of any additional or different terms and conditions. The offers that Smolex provide to our customer are subject to agreement between Seller and Buyer. If Buyer find any of terms or conditions on the offer are not acceptable, please do not signed back and have to notify Seller to change it, generally within seven (7) days of receipt of Seller’s offer. Seller reserves the right to revoke or modify its offer in whole or in part prior to Buyer’s acceptance of Seller’s Offer. Buyer may signify its acceptance of Seller’s Offer by acceptance of the Goods or any other manner permitted by law.
Generally speaking, the offer may include this items: Basic info. between Seller and Buyer. Goods description, Quantity(Qty.) Unit Price and Part Number of goods. Please pay more attention on the Part. No. which marked on the offer to confirm that you’ve buy the right goods, and you can ask Seller to provide to Drawing or Datasheet for your reference. For the Payment, Shipment,Package term and other related tems all based on the offer.
2. PRICE & PAYMENT TERM
The price on the Proforma Invoice can not be change without notice once accepted by Buyer. EXW and FOB term are normal for the price, if buyer ask different term, please contact the seller at first. Seller reserves the right to levy additional charges in the event that Buyer imposes special requests on Seller. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country or destination and for the payment of any duties on them.
Payment of each of Seller′s invoices shall be made in accordance with the terms of the invoice. At any time when in its opinion the financial condition of the Buyer warrants, Seller may either alter or suspend credit. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. In addition to any other rights and remedies available to Seller, failure to pay any amount due within the time specified will result in a late charge of X% per month being applied to the overdue balance. Buyer shall pay all reasonable fees and expenses (including, without limitation, attorney fees) incurred by Seller in the enforcement of Seller′s rights hereunder.
3. DELIVERY TERM
Buyer agrees that delivery of the Goods shall be Ex-Works. Seller’s designated shipping facility in Shenzhen city, or as otherwise advised from time to time by Seller to Buyer. Risk of loss or damage to the Goods shall pass from Seller to Buyer at the shipping point upon delivery to the carrier. Buyer assumes full responsibility for resolving any claims with the carrier in the event of misdelivery, non-delivery, loss or damage. Title to the Goods shall pass upon payment in full by Buyer. All dispatch dates are approximate only. Seller will make reasonable efforts to deliver in accordance there with, but shall have no liability for failure to do so. Time for delivery shall not be the essence of this agreement.
4. GOODS CHANGES:
The Seller reserves the right, at any time without giving prior notice to Buyer, to modify the design of the goods, or substitute materials, provided that such changes or substitution do not materially affect the form, fit or function or degrade the quality of the goods. Goods furnished by seller are to be within the limits and tolerances shown on Sellers drawings, unless otherwise agreed to in writing between Buyer and Seller. Furthermore, Seller reserves the right to discontinue the manufacture of any goods at any time. Seller shall have no obligation to modify Goods previously supplied.
All quotations given and recommendations or sales made (including, without limitation, cross-referencing a competitor’s goods) are upon the express condition that there is no guarantee, warranty or representation given or made as to the suitability of the Goods for any specific purpose, even if that purpose is known to Seller.The goods are not recommended or authorized for safety, life support, nuclear, military or for any use or application in which the failure of a single component could cause substantial harm to person(s) or property.Buyer assumes all risk and liability for use in such applications and agrees to indemnify Seller for any and all damages that may be incurred as a result of use of Sellers Goods in these prohibited applications.
6.RETURNS, DEFECTS AND SHORTAGES:
Buyer shall inspect Goods upon delivery, and in any case, no later than 10 days after delivery. Buyer shall immediately notify Seller of any shortages, defects or nonconformities. Written authorization must be obtained from Seller prior to the return of any Goods. If Seller is able to verify the defect, Seller retains the option to repair, replace or issue credit, at Seller’s option, for the defective Goods. Seller shall have the right, prior to return, to inspect at Buyer’s location any Goods claimed to be defective or nonconforming. Buyer will return Goods, freight prepaid and insured, to Seller’s designated facility. In no case will Goods which have been used or modified in any way be accepted for return. If Seller determines that Goods have been returned without cause and are in compliance with Seller’s specifications, Buyer will be notified and the Goods returned at Buyer’s expense. In Seller’s sole discretion, a reasonable charge for testing and inspection may be made.
Seller is a ‘Build to Order’ manufacturer and orders which have been accepted by Seller may be cancelled in whole or in part only with the prior written consent of Seller and the payment by Buyer to Seller of a cancellation charge which will be assessed by Seller to include and expenses incurred and other losses including, without limitation, loss of profits. In no event will the cancellation charge be greater than the sales price of the Goods.
The goods has basic warranty: 1 years at least, this case of warranty will work only based on the correct use and following the suggestion from seller, and will not cover on the wrong application or out of recommended use. those electronic components must assembly in the right way, then the warranty will be work.
9. ENTIRE AGREEMENT:
These terms and conditions (and any special terms provided in Seller’s quotation or order acknowledgement) shall set forth the entire, final and complete agreement and understanding among the Buyer and Seller with respect to the sale of the Goods, and supersedes all prior and contemporaneous discussions, agreements and understandings of every kind and nature among the parties as to the Goods. This agreement shall not be modified, varied or supplemented by any course of dealing, usage of the trade or otherwise except by a writing signed by the parties hereto.
All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered by regular mail, facsimile or e-mail to the respective addresses of the parties listed on Seller’s Order Acknowledgement. Notices shall be deemed to have been duly given, made and received upon actual receipt by the recipient.
11. GOVERNING LAW:
This Agreement shall be governed, construed and enforced solely by the Laws of the China. Seller and Buyer agree to submit to the non-exclusive jurisdiction of the Chinese Courts.
12. Argument & Controversy:
If you have any argument or controversy, welcome to advice.