Magscie (Tianjin) Refractories Co.,Ltd. – Terms and conditions – 2013
- General
1.1 These general terms and conditions of sales (GTC) and Sales Form constitute a complete and exclusive statement of the agreement and understanding between Magscie Refractories and the Buyer in relation to the sale of goods, despite any contrary conditions in the Buyers order forms or other documents and supersedes all prior written or oral arrangements.
1.2 Definitions:
– “Contract” shall mean this GTC and Sales Form.
-“SF” shall mean the document entitled ‘Sales Form’ together with it s additions, amendments may be agreed by Magscie (Tianjin) Refractories Co.,Ltd. and Buyer time to time. – “Buyer” shall mean contracting party to purchase the goods and related service as stated in the SF. – ” Magscie Refractories” shall mean Magscie (Tianjin) Refractories Co.,Ltd. – “Goods” shall mean all products and services agreed to be supplied by Magscie Refractories to Buyer under SF.
- Sales Form:
All SF including its additions and/or amendments required documentation and correspondence must be in written, only those are mutually agreed and signed by both parties are valid.
- Prices:
Unless otherwise agreed, prices for Goods sold do not include the cost of insurance, freight (including loading and unloading).
- Delivery:
4.1 Magscie Refractories will make all reasonable efforts to have the Goods delivered to the Buyer on the date agreed by the parties and to the site nominated by the Buyer.
4.2 Where Magscie Refractories arranges transport, risk shall pass to the Buyer immediately upon arrival of the transportation vehicle at the nominated site; where Buyer arranges transport, risk shall pass to the Buyer upon commencement of loading at the Magscie Refractories yard.
- Inspection, defect claim:
5.1 Upon delivery of Goods, Buyer shall inspect the Goods on its own account.
5.2 In cases of apparent defects Buyer shall issue a notice of defect to Magscie Refractories within three (3) days upon delivery. In cases of hidden defect, Buyer shall issue a defect notice to Magscie Refractories within three (3) days from the date such defect(s) is discovered or should have been discovered. Otherwise, the Buyer is deemed to have accepted Goods as being merchantable quality and free of defects whatsoever.
5.3 The defect goods shall be kept for further inspection through Magscie Refractories unless informed differently.
5.4 The solution on how to deal with the defects shall be agreed mutually. A credit note or a replacement delivery are options.
- Product Information:
Any and all information provided by Magscie Refractories to the Buyer regarding products, equipment, plant and processes shall arise no liability other than as agreed in the terms of the individual contracts. The aforesaid shall not relieve Buyer of its obligation to verify the suitability of Magscie Refractories products for the use or application intended by Buyer.
- Payment, Set-off:
7.1 Unless otherwise agreed in writing by Magscie Refractories, the Buyer shall make payment in each case prior to delivery.
7.2 All payments shall be made without any deduction on account of any tax and free of set-off or counterclaim.
7.3 Upon lapse of that period Buyer is in delay of payment,Magscie Refractories may, without prejudice to any other rights, charge interest on any overdue payment at the 0.05% per day or other prevailing rate under applicable law. All costs and expenses incurred by Magscie Refractories with respect to collection overdue payments (including, without limitation, reasonable attorneys fees, expert fees, court costs and other expenses of litigation) shall be for account for Buyer.
- Retention of Title:
The Goods sold shall remain Magscie Refractories property until payment in full for all Goods is made.
- Force Majeure:
Conditions of Force Majeure shall relieve Magscie Refractories from delivery obligations. Magscie Refractories is entitled to withdraw and terminate the Contract in the case of, but not limited to, interruptions in Magscie Refractories supplies of energy or raw materials or in cases of industrial disputes, governmental decrees, breakdowns of transport or of Magscie Refractories operations or if Magscie Refractories suppliers fail for the foregoing reasons to deliver at all, or fail to deliver in a proper or timely manner.
- Governing Law and Dispute Resolution
10.1 The formation, validity, interpretation and performance of Contract, and any disputes arising under Contract, shall be governed by the published law of the Peoples Republic of China. If there is no published law in China governing a particular matter relating to Contract, reference shall be made to general international commercial practices.
10.2 All disputes in connection with Contract or the execution thereof shall be submitted to the “China International Economic and Trade Arbitration Commission, Shanghai Sub-Commission” for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitration award shall be final. During the arbitration proceeding, the Contract shall continue to be executed by the parties except for the part that is under arbitration.
- Severability:
Should any of Contract be deemed partly invalid, this shall have no effect on the validity of the remaining Contract.
