General Terms of Sales and Delivery for WD Headquarters in China
1. Scope of validity:
The following general terms of sales and delivery apply to all business relationships between WD Bearing Group, Wuxi Wanda Industrial Co., Ltd., Jiangyin JIB-WD Precision Co., Ltd. and C.R. Bearing (Wuxi) Co., Ltd. (hereafter called WD) and the customers. In each case the version valid at the time of the conclusion of the contract is applicable.
Verbal statements which contain additional obligations for WD are binding only after they are confirmed by WD in writing.
2. Conclusion of the contract:
All agreements, contracts, and orders require written confirmation by the customers and sales management of WD to become legally binding.
The form of written confirmation includes but not limited to the contract signed by both parties, or purchase order, email confirmation, advance payment from customers, and order acknowledgement, proforma invoice from WD.
The prices are fixed in specific currency, set at the time of signing, understood fixed terms (like FOB, CFR, CIF based on the latest version of Incoterms), stated in the Proforma Invoice. The prices are understood to include standard packaging, nevertheless other auxiliary costs.
The packaging is not returnable unless specifically specified.
4. Terms of payment:
a) By T/T 30% on order（within 5 days from order confirmation）and the balance at sight of copy of Bill of Lading (in 3 days since Bill date), in CIF or CFR price terms.
b) By T/T 30% on order（within 5 days from order confirmation） and the balance before shipment, in FOB price terms.
c) By T/T 50% on order （within 5 days from order confirmation）and the balance before shipment, for customized items.
d) By T/T 100% on order if the order value is less than 10,000 USD. Irrevocable L/C is acceptable if the order value is more than 100,000 USD
e) Based on customer’s credit records and mutual cooperation, more credit or better terms could be adopted after the written approval from WD.
f) If the payment delays due to the customer’s company changes or other reasons, the customer is obliged to notify WD 30 days in advance. Customer should negotiate with WD for the payment plan and WD keep the right to charge five ten thousandths for each overdue day (equivalent to a monthly interest rate 1.5%) of the amount as liquidated loss.
4. 如果订单金额未超过一万美元，付款方式为T/T 100%预付；如果金额超过十万美圆，可采用不可撤消信用证。
5. Reservation of title:
The customer is entitled to reprocessing or further disposal of the goods after getting the reservation of title. Before full payment, the customer cannot put up the goods as pledge or transfer the goods to serve as the collateral property of a third party.
6. Delivery date:
Delivery date is the date when the production of the products is completed, and the products are ready for shipment. Customer should estimate the shipment arrival date according to the transportation situation. Delivery date is an approximate date provided by WD according to the production plan. The actual date of delivery could vary.
WD is obliged to notify customer 30 days in advance if the delivery date is delayed, and negotiate a delivery plan with customer. If customer postpones the delivery date, it should notify WD 30 days in advance, and negotiate a delivery and payment plan with WD.
7. Quantity of delivery:
The quantity of delivery is in accordance with the quantity on proforma invoice or order acknowledgement, and can have 10% short or overrun.
Customer should inform WD on the day the order is placed if any short or overrun in quantity is not allowed.
8. Warranty / Guarantee:
WD bearings are produced according to WD drawings and standards, and are warranted to be free of defects in materials and workmanship. The WD drawing is the only standard for both parties to check and accept the product. The obligation of WD Bearing, under this warranty is limited to replacing any bearing which is proven to be defective within one year from the delivery date (see Article 6, the definition of delivery date), under the following provisions:
a) The application condition of the bearing (e.g. temperature, rotation speed, loads, installation and fitting, etc.) was provided to WD and was approved by WD before the order.
b) The defective product is returned to WD for technical analysis.
c) Analysis of the product by WD verifies that the product was properly handled, mounted/installed, loaded, used and lubricated, and non-fault caused by man-made damage.
This warranty is in lieu of all warranties of merchant ability, fitness for purpose, or all other warranties, expressed or implied. WD Bearing Group will not be liable for any special, indirect or consequential damages or loss to be. The remedies set forth herein are exclusive, and the liability of WD with respect to any contract or sale or anything done in connection there with, in contract, intort under any warranty, or otherwise, shall not exceed the price of the bearing on which such liability is based.
9. Product liability:
Outside of the application of the product liability law, liability of WD is limited to malicious intent or gross negligence.
Liability for minor negligence, and damages from the claims of a third party against the customer are excluded.
These limitations of liability do not apply in the event of bodily and health injuries attributable to WD or in the case of the loss of the life of the customer. For the use of the product sold by WD each customer himself is responsible for the safety. Any other descriptions and explanations are unbinding for WD.
10. Exceptions and exemptions:
Should individual provisions of this General Terms of Sales and Delivery become invalid or partially invalid, then both parties commit themselves to formulate such a regulation that economically approximates the invalid regulation the closest. In the case of legal invalidity of one or more of the provisions of this General Terms of Sales and Delivery, the legally binding force of the remaining provisions remains unaffected.
11. Force Majeure:
WD shall not be held responsible for late delivery or non-delivery for all or part of the contracted goods owing to such Force Majeure causes as war, earthquake, flood, conflagration, rainstorm and snowstorm. However, in such a case, WD shall inform the customer in writing within 15days.
12. Discrepancy and Claim:
In case any discrepancy on quality/quantity/weight of the goods is found by customer after the goods arrive at the port of destination, customer should claim to WD with the inspection report issued by a third party recognized by WD within 15 days after the goods arrive at the port of destination, otherwise WD will not undertake the responsibility.
However, WD shall not be held responsible either for compensation of loss (es) due to natural cause (s) or for that (those) within the responsibility of the Ship owners or Underwriters.
If WD or the customer fails to perform their contractual obligations and the negotiation between the two parties fails, for example, WD fails to deliver the goods at the agreed time and after all kinds of efforts WD still cannot meet customer’s delivery requirement, or customer fails to take goods or pay for the goods at the agreed time and the negotiation fails, the other party has the right to terminate the contract and claim compensation from the defaulting party, and the claimed loss shall not exceed the contract amount of related goods. Except for force majeure.
13. Applicable Law:
The General Terms of Sales and Delivery , the contract & order signed by each parties shall apply the law in mainland China.
All disputes arising from the execution of this agreement shall be settled through friendly consultations. In case no settlement can be reached, the case in dispute shall then be submitted to China International Economic and Trade Arbitration Commission Shanghai Branch for the Promotion of International Trade for Arbitration in accordance with its Provisional Rules of Procedure. The decision made by this commission shall be regarded as final and binding upon both parties. Arbitration fees shall be borne by the losing party, unless otherwise awarded.
Any information regarding the business shall be deemed confidential and may not be transferred to any third person excluding cases provided by the government laws.