Terms of Delivery and Payment                                           December 2012

1. General Conditions

The following terms apply to all deliveries, consignments or services supplied by us the Seller, and shall render void any terms or conditions of the Buyer should they conflict with these terms and only valid in the latest and current version.

The conditions apply to all products and services provided by Ningbo Xinda Group, it’s divisions, brands named and factory manufacturing units. 

We will deliver the goods to the Buyer accordingly to the specifications designated in the order acknowledgement. There are no guarantees or warranties whether express or implied other than explicitly given with the ordered product. Any claims that goods do not meet the designated specifications must be filed with us and clearly documented, within 10 days after receipt of goods. For any claim related to insurance issues the professional and assigned Insurance agent must provide the evidence of claim. If such alleged defects are accepted by us, we shall at our discretion credit the Buyer with the value of the defect goods, or alternatively supply replacement. In no instance may goods be returned without our consent, and under no circumstances shall we be liable to any loss of profits or other consequential damages.  

No condition or warranty is given or to be implied, as to the life or wear of the goods supplied, or that they will be suitable for any particular purpose, or for use under specific conditions, notwithstanding that such purpose or conditions may be known or made known to us, unless such warranty is specifically stipulated in our order acknowledgement.  

Any data or records submitted to the Buyer shall not be made available to third parties.  

Orders are not subject to cancellation except upon the Buyer paying a reasonable and proper cancellation charge.

Acceptance of order confirmation or transmitting the down payment, issuing the letter of credit by the Buyer shall be deemed as recognition of our terms. Any contract or order to which these conditions relate is between Seller and Buyer as principals and is not assignable without the express written consent of Seller.  

All legal relationships based on the sale agreement will exclusively be governed by Chinese Law. Ningbo China will be the place of jurisdiction for both parties in all matters, including those concerning bills of exchange. In case the Seller appears as plaintiff, he will be entitled to enter an action also at the purchaser’s place of business.

2. Delivery Terms

Place of fulfillment for delivery is Ningbo, and upon delivery to the carrier, title to and all responsibility for and risk of loss or damage passes to the Buyer.

Delivery Time

Any delivery time given or accepted by the Seller, although given in good faith is contingent upon any force majeure or other unavoidable delays beyond our control, which prevent the manufacturing or shipping in accordance with our established practice. A default delivery time is considered as 45 days after confirmation of order and receipt of final sample confirmation, shipping marks and artwork.

The Seller will be fully indemnified from any claims in case the confirmation of order and receipt of final sample confirmation, shipping marks and artwork and not received in time or are revised after such final confirmation. 

The Seller reserves the right to start production of the order goods only after receipt of the down payment, L/C (D/P) confirmation by the bank.

In his own interest the Buyer is requested to submit a copy of the payment advice or L/C confirmation , whatever applicable, directly to the related sales department.

If L/C term is agreed as payment terms, the Buyer shall open the irrevocable Letter of Credit 45 days prior to shipment by Telex or Mail in favor of the Seller. In case failing to open the L/C in time, the Seller reserves the right to cancel the order without further notice and to lodge a claim for direct losses sustained by the Seller.  

For the purpose of this condition, the term “force majeure” includes acts of God, strike, lock-out, labour disputes, fire, accidents, power failures, lighting, storm, flood etc. and any other circumstances whether similar or dissimilar, beyond the reasonable control of the Seller. If delivery is delayed due to any of the above causes, the Seller will not be responsible for any loss or damage caused to the Buyer. The Seller might support the Buyer in solutions for a fastest possible transport of the goods to the port of destination, but in no case be liable for the costs of such transportation. Where delivery is made by installments each delivery shall be deemed for such purpose to be the subject of a separate contract, and any failure by us in respect of any one delivery shall not entitle the Buyer to cancel the order or any part thereof.  

Any variations in quantities up to ± 5% of the quantities ordered shall constitute compliance with the order.

Any goods held at Buyer’s request shall be at his risk and expense, and unless otherwise agreed the maximum storage time shall be six months from date of first delivery.

Any claim by the Buyer regarding the goods shipped shall be filed within 30 days after the goods arrival at the port of destination as specified in the related B/L and supported by the survey report, issued by a surveyor approved by the Seller. If the goods have already been processed, the Buyer shall lose thereupon the right to claim. Claims in respect of matters within the responsibility of the insurance company and/or shipping company will not be entertained or considered by the Seller.

3. Prices

Unless otherwise specified on Proforma Invoice and order acknowledgement, prices are quoted F.O.B Ningbo, and shall be in accordance with our price list, current at the date of dispatch.

All Quotations are subject to final confirmation and based on the existing manufacturer item if not stated differently.

Any charges for additional color or “difficult” logo or special colors will be mentioned separately in the quote and are subject to the final confirmation by the Seller based on the submitted (confirmed) artwork.

Other kinds of printing and logo design is as per quoted in the quotation. This is also for the required minimum order quantities for certain printing materials and packing. 

Quotations given and orders accepted are subject to be valid for 90 days only if not stated otherwise in the order confirmation and/or sales quotation.

We reserve the right to amend quotes if and when required by exchange rate fluctuation without prior notice.

5. Packing Details

All measurements, cbm and packing details stated in the Proforma invoice, sales confirmation or buying contract are for reference only and not confirmed until the final packing material is finished and provided for packing of the ordered goods. Naturally the measurements of the inner and outer packing might vary within acceptable limits ( +-10%). No claim will be accepted by the Seller for over or under booking of cargo space with the transporter selected by the Buyer.

Charges for design work, film and plate charges for printing, extra cost for changes on existing OEM and customer brand artwork will be charged accordingly.

4. Payment and Related Terms

Unless otherwise specified in writing:

The place for fulfillment of payment is Seller’s location at the named bank account of the Seller mentioned in the proforma invoice and all amounts payable shall be paid in US DOLLAR or the currency in which prices are quoted and confirmed for payment by the Seller.  

Standard payment terms are net and without any discount 30% with order placement, and net 70% payments are due before shipment of goods.

Payments are to be done by the way of  T/T  and the Buyer shall provide the copy of this payment advise by fax or scanned email attachment to the Seller directly.

The Seller might also request payment on L/C ( D/C) as per his own judgment and might accept other way of payment in his own discretion which will be stated to the Buyer in written form and on the sales confirmation ( Proforma Invoice accordingly).

Where the Buyer request delivery in partial shipments, payment shall be made for each lot as delivered.

If our goods are incorporated into or processed together with other items not owned by us, we acquire title of co ownership to the new object in proportion of the value of the goods to the value of the other items.

Goods are allowed to be sold only by way of normal and regular business transactions.

If the Buyer defaults in any payment due, the Seller has the right to instigate any legal action without any prior formal notice to the Buyer. The Seller also reserves the right to charge interest at the applicable current bank rate for any amounts overdue. Furthermore, the Seller may, without prejudice to any rights which may have accrued or may accrue, at his option require payment in advance for any or all deliveries, suspend further deliveries, cancel the order in which case the Seller is entitled to adequate cancellation charges

5. Intellectual Rights

The sell and distribution of items showing or being manufactured under the manufacturer- Seller Brand Logo or as a manufacturer item without showing the logo, do not transfer any rights to the Buyer to claim benefits, others than the regular sales benefits,  from use of this brand and Logo. Furthermore the manufacturer reserves the right to stop supplying any item showing the manufacturer  name, Logo or own design to any Buyer if in the opinion of the manufacturer the intellectually rights are violated or if the Buyer is in any way involved in the infringement of  the manufacturers  design or technical patents.

6. Arbitration

All disputes arising from related contracts should be settled trough friendly negotiation. In case no settlement can be achieved, the case should be submitted to the” China International Economic and Trade Arbitration Commission (Shanghai) “ and arbitration rules of the commission shall apply. The award of the arbitration shall be final and binding for both parties. The arbitration fee shall be borne by the losing party unless otherwise awarded by the arbitration organization. During the arbitration the contract shall be performed as not being considered to be under arbitration.

7. Language

The contract shall be made in English and Chinese version if requested. In case of both languages issued the Chinese version will prevail.

8. Banking details

Before any payment transactions the Buyer has to make sure that the banking details are obtained and up-dated if changes have occurred on the Sellers side.

Version 1.2.4  / 03-2013

Subject to changes without prior notice and to the official version hold by the management of Ningbo Xinda Group and/or its subsidaries.