Shanghai Matec Ltd

General terms and conditions of sale, delivery and payment, hereinafter referred to as “Terms and Conditions”, of Shanghai Matec.

 

1. CONTRACT

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1.1 The addressee of this quotation (hereinafter called "the Buyer”) does not enter into an agreement with Shanghai Matec Ltd (Hereinafter called "the Seller") for the purchase of these items (hereinafter called "the Goods") in reliance upon any written/oral or implied representation or any collateral / agreement or after receiving any inducement to enter into such agreement or to agree with any terms hereof.

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1.2 This Contract shall be construed, operate and be enforced in all respects as a contract in England in accordance with the laws of England and the Buyer shall submit to the jurisdiction of the appropriate English court.

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1.3 Any order placed and /or based on this quotation includes and shall be deemed to include all the terms and conditions set out on this document and, in the event of any such order containing any terms or conditions inconsistent herewith, then these terms and conditions shall prevail and such inconsistent terms and conditions shall be disregarded and of no effect in construing such order and any contract following thereupon, which contract shall include the terms and conditions set out on this document.

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1.4 This quotation, unless previously withdrawn or otherwise specified on the quotation remains open for 30 days from the date hereof. We however reserve the right to change the validity period as necessary, this is sometimes the case when goods are made of a raw material that is subject to price volatility.

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1.5 In addition to the Sales Contract, appropriate Incoterms 2020 (and subsequent revisions) shall apply as supplementary terms. In case of inconsistency between Incoterms 2020 (and subsequent revisions) and the Sales Contract, the Sales Contract shall apply.

 

2. ORDERS AND SPECIFICATIONS

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2.1 Where the Goods are manufactured to designs / specifications submitted by the Buyer, the Seller shall be under no liability for the correct functioning of the Goods.

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2.2 If it should come to notice of the Seller that any work done or any Goods to be supplied under this contract infringe or are alleged to infringe any patent, registered design, copyright or other rights in the manufacturer of Goods, then the Seller shall have right to cease the manufacture of these goods or to be bound by this contract and shall retain the title to such Goods as have been manufactured and the Buyer shall indemnify the Seller against all claims made by any persons against the Seller for such infringement or the royalties, and against all costs, expenses or other payments arising therefrom and shall pay the Seller the value of the work done and the costs of the materials used in the manufacture of the Goods prior to the cessation of manufacture.

 

3. VARIATIONS

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3.1 The Buyer's order must be accompanied by sufficient detailed technical information to enable the Seller to proceed with the order forthwith. In the event that such information differs from that on which the quotation is based and involves the alteration of this quotation, the Seller may increase the price quoted herein to cover any increase in cost that the alteration may incur and amend the delivery accordingly.

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3.2 If the Seller has accepted an order, and the Buyer subsequently requires any alteration in the Goods quoted for, the cost of any such alterations shall be paid by the Buyer to the Seller.

 

4. CANCELLATION

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4.1 Orders accepted by the Seller cannot be cancelled by the Buyer except upon terms which indemnify the Seller against any actual or anticipated loss.

 

5. DELAY

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5.1 The Seller shall not be liable to the Buyer for any delay in the performance of this Contract caused by or resulting from any strike, lockout, lockdown, breakdown, war, fire, accident, shortage of materials / fuel or any other cause whatsoever outside the control of the Seller. The Seller shall be entitled to terminate the contract forthwith without liability to the Buyer:

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a)            If the dates of the shipment or delivery shall be extended by these terms and conditions.

b)            Or the dates of shipment or delivery are delayed under the circumstances set out above.

 

6. TERMS OF PAYMENT

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6.1 The first-time order of Goods from the Buyer will usually require a 50% downpayment of the cost of the quotation to be paid when placing a purchase order (PO) before any work / services are carried out by the Seller.

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6.2 Tooling costs (where stated) will be required to be paid in full at the time of placing a PO unless otherwise specified.

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6.3 Payment shall be due in full by T/T 30 days against copy of Bill of Lading for Buyers that have previously purchased from the Seller.

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6.4 No Payment shall be deemed to have been received until the Seller has received cleared funds.

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6.5 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

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6.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of HSBC Bank Pl, accruing on a daily basis until payment is made, whether before or after any judgement. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

 

7. QUOTATION AND DELIVERY

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7.1 The price or prices quoted herein are given as Free On Board (FOB) unless otherwise stated. It is always our preference to provide quotations for Goods delivered FOB.

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7.2 Individual quotations take complexity of part, order volume, material type, additional operations, required tooling, workload capacity, and many other variants into consideration. Short turnaround time of order is often possible but not guaranteed, please see your quotation for both sample lead time (should you require samples for approval) and mass production lead time.

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7.3 The Seller is entitled to deliver a quantity of Goods to the Buyer that differs slightly (by not more than 5% (five per cent) more or less) from the Contract.

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7.4 For any individual shipment that has a total value of less than USD $10,000 the Seller will charge a handling fee of USD $200.

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7.5 Shipment-ready and delivery dates are given in good faith at the time the quotation is submitted but are not guaranteed by the Seller and are not of the essence of any agreement based hereon.

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7.6 Time of Shipment-ready dates from acceptance of order shall be extended in the event of late delivery of technical information, drawings, specifications or reference models / samples by the Buyer and in the event of any alteration in the Goods quoted for being required by the Buyer.

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7.7 Once completed the Goods shall be delivered by the Seller to the Buyer FOB; Shipment(s) on a vessel to be provided or procured by the Buyer at the Loading Terminal(s) designated by the Seller.

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7.8 Each Shipment shall be considered a separate contract and any failure to effect one Shipment shall not affect the due performance of this agreement as regards other Shipments. If the Buyer is to receive more than one Shipment, such shipments shall be evenly spread.

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7.9 Notwithstanding anything elsewhere in the Sales Contract to the contrary, if the Buyer fails to take delivery of any quantity of the Goods available for delivery, such undelivered quantity shall, at the Seller´s option:

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a)           Cease to be available to the Buyer and be deducted from the total quantity of the Goods, without prejudice to any other rights and/or remedies which the Seller may have against the Buyer. If the Seller so deducts such quantity of the Goods, the Seller shall dispose freely of and may sell such undelivered quantity of the Goods. However, the Buyer shall be liable to pay for the whole amount of the contractual quantity agreed upon.

b)           Be effectively purchased, paid for and lifted by the Buyer.

 

7.10       Where the quotation includes delivery:

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a)            Any claims for non-delivery must be in writing to both the carriers and the Seller within ten days of advice note or within such period as may be specified by the carrier, whichever is the shorter.

b)            Any claims in respect of Goods damaged in transit or shortages in delivery must be made to both the carriers and the Seller within three days of delivery. If the Buyer fails to comply with any of the requirements of this paragraph or to do all things necessary to protect and further any claim which the Seller may have against the carrier or does anything which adversely affects or invalidates such claim, then the Seller shall in no way be liable to the Buyer for any non-delivery, damage in transit or shortages of delivery.

 

8. RISK

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8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time when the Goods are delivered under the Incoterms agreed.

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8.2 Notwithstanding any right of the Seller to retain documents until payment is effectively done, property in the Goods, all risks and all liabilities with respect thereto shall pass to the Buyer when the Goods are loaded on board the Vessel at the Loading Terminal, at which point of delivery the Seller´s responsibility with respect to the Goods shall cease and the Buyer shall assume all risk of loss or damage to the Goods so delivered. The provisions of this Subclause 8.2 shall apply whether the Buyer is to receive a single Shipment or more than one Shipment under one or more Sales Contract(s).

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8.3 Without limiting any other provision in the Sales Contract, any loss of or damage to the Goods and / or to any property of the Seller or the Seller´s Supplier or to the Loading Terminal and / or claims made against the Seller occurring or arising before, during or after loading that is / are caused through or result from the fault of the Buyer and / or the Vessel, its servants, agents or employees or any person or entity acting or purporting to act for or on behalf of the Buyer and / or the Vessel, shall be for the Buyer´s account, and the Buyer shall bear all consequences and liabilities in respect thereof.

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8.4 Port and Loading Expenses: All expenses ashore pertaining to the loading of the Goods from shore storage facilities to the loading Vessel shall be borne by the Seller. All expenses pertaining to the unloading of the Goods from the Vessel including without limitation, all import and customs dues and all charges and expenses relating to the Goods, shall be borne by the Buyer.

 

9. PROPERTY OF GOODS

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9.1 Property of Goods are not passed to the Buyer until those Goods shall have been paid for in full.

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9.2 If the Buyer shall, in respect of any goods, fail to pay the price in full by the date agreed, the Buyer shall store the Goods separately from others of the Buyer's at the Buyer's premises and identify that place to the Seller so the Seller may demand immediate return of the Goods.

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9.3 If the Buyer sells any of the goods or uses, alters, treats or otherwise incorporates them with any product which the Buyer otherwise deals with or sells, before the Goods have been paid for in full then the proceeds of the sale or such proportion thereof as represents the Seller's unpaid price for such Goods, the Buyer will agree to pay such proceeds into a separate bank account in the name of the Seller.

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9.4 Until property of the Goods passes to the Buyer (and provided the products are still in existence and have not been resold) the Seller shall be entitled to any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

 

10. LIABILITY

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10.1 In the event of any Goods supplied by the Seller being defective by reason of faulty materials, or workmanship or being alleged to be other than as agreed to be sold, the Seller will replace such Goods within a reasonable time provided the Seller is given written notice thereof by the Buyer within 7 days of receipt of Goods by or on behalf of the Buyer and it is expressly agreed between the Seller and the Buyer that is practical for the Buyer fully to examine, sample, test and evaluate the Goods and to give notice within ten days of such receipt. The Seller shall in no circumstances be liable for the cost of any such examination, sampling, testing or evaluation, whatever the result thereof.

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10.2 If Goods supplied by the Seller are altered, adapted or repaired by any person other than one authorised by the Seller in writing, and otherwise than as authorised by the Seller in writing, all liability of the Seller to the Buyer under this agreement for such repair or otherwise shall cease.

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10.3 Save in accordance with the express terms of these conditions all implied warranties, conditions or terms of relating to fitness for purpose, quality or condition of the Goods and whether implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

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10.4 Except in respect of death or personal injury caused by the Sellers negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other terms of any duty at common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claim for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees, agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these conditions.

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10.5 The Seller shall not, in any event, be liable to the Buyer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the Seller's obligations in relation to the Goods if the delay was due to any cause beyond the Seller's reasonable control and the Seller shall be entitled to determine the contract in such circumstances and to be discharged from all liabilities whatsoever to the Buyer. Except in respect of death or personal injury caused by the Seller's negligence, the Seller's liability to the Buyer in relation to any contract whether for any breach of contract or otherwise shall not, in any event, exceed the price of the contract.

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10.6 Notwithstanding any other term or condition in this document, the Seller shall be liable to Buyer for the full replacement cost of any free issue material which are lost or wasted.

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10.7 No personal guarantee or warranty whatsoever from any individual or group of individuals are put forth to the Buyer on behalf of the Seller.

 

11. INSOLVENCY OF BUYER

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11.1 If the Buyer fails to make payment for the Goods in accordance with the Contract of sale or commits any other breach of this Contract or resells or alters any of the Goods or if the Buyer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrative receiver or manager shall be appointed over the whole or any part of the Buyer's business or assets or if any petition for the appointment of an administrator is presented against the Buyer or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.

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11.2 The Seller may in its absolute discretion and without prejudice to any other rights it may have, suspend all future deliveries of Goods to the Buyer and / or terminate the contract without liability upon its part and / or exercise its rights pursuant to clause 9.