OCEANALPHA GROUP LIMITED STANDARD TERMS AND CONDITIONS FOR SALE
1 – GENERAL
“Seller” means OceanAlpha Group Ltd., registered at Rm 702,7/F Spa Centre, No.53-55 Lockhart Road, Wan Chai, Hong Kong.
“Buyer” means the entity purchasing goods and/or services from the Seller.
“Goods” means the products, parts, equipment, and/or software, included in Seller’s Offer
“Services” means services offered by Seller.
“Order” means Buyer’s purchase order issued to Seller.
“Offer” means the quotation for Goods and/or Services made by Seller to Buyer.
2- CONTRACT OF SALE
2.1 Only orders confirmed in writing by Seller will be agreed upon. The Order acknowledgment is typically confirmed with Seller and Buyer’s signature or stamp in the proforma invoice or sales contract issued by Seller.
2.2 Order cannot be canceled for any reason without Seller’s prior written consent.
2.3 Buyer may request changes within the general scope of Buyer’s Order by providing written notice to Seller, such changes shall not be effective without Seller’s confirmation in writing.
3 – PRICE AND PAYMENT
3.1 Pricing
All prices are stated before any tax and duty and are based on the Seller’s price in US dollars(unless specified otherwise).
Banking costs should be borne by the Buyer.
3.2 Terms of payment
Unless otherwise stated in the proforma invoice or sales contract, the Buyer shall pay the price according to the payment terms stipulated in the Offer. Unless otherwise stated in Seller offer, the Buyer shall make an advance payment of thirty percent (30%) of the Order value upon Order placement, the Buyer shall make a balance payment of the remaining seventy percent (70%) of the Order value before shipment. Payment shall be made by bank transfer using the bank details provided by the Seller. A payment is deemed as done when the corresponding sum is received on the Seller bank account.
3.3 Penalties in case of late payment in case of delay of payment, Seller shall be entitled to apply a penalty on the amount of the relevant invoice, calculated on the
basis of an interest rate equal to one and one-half percent( 1.5%) of the outstanding balance per month. Interest accrues on past due amounts as of the date on which such amounts become due until the date Seller receives payment from Buyer. In addition, Seller has the right to suspend execution of the Order upon notice to the Customer. In case of continued non-payment, Seller is entitled to terminate the Order for default of the Buyer, without prejudice to any right Seller to claim for any damages or start any action for the return of the goods.
4 – DELIVERY AND TRANSPORTATION
4.1 Conditions
The goods shall be delivered to the Buyer in accordance with the Incoterm 2010 stipulated in the offer issued by Seller. Transfer of risks occurs according to the conditions of Incoterm. Unless otherwise stated, the standard delivery terms is Ex-Works Seller’s factory location.
4.2 Delivery time
All dates for delivery of Goods and provision of Services are approximate estimates only and require a prompt receipt of all necessary information, instruction, prepayment, and equipment(if applicable). Seller shall use its reasonable endeavors to supply the Goods specified in the relevant Order.
4.3 Transportation cost
Transportation costs should be borne by Buyer.
5 – LIMITED WARRANTY
5.1 Seller warrants the products manufactured and supplied against failure due to defective materials or workmanship to Buyer only during the applicable warranty period. Unless otherwise agreed, the standard limited warranty for Goods is 12 months from the date of delivery to Buyer.
5.2 Limited warranty does not cover any damage, deterioration, or malfunction resulting from any alteration, modification, improper or unreasonable use or maintenance, misuse, abuse, accident, neglect, exposure to fire, improper packing and transportation, lightning, or other acts of nature. This limited warranty does not cover package cases, equipment enclosures, cables or accessories used in conjunction with this product, or any other cause which does not relate directly to a defect in materials and/or workmanship of this product.
5.3 Seller is the sole judge of the cause of any failure; all repairs to the Goods must be performed by Seller’s personnel or their authorized representatives.
5.4 Seller shall provide limited spare parts and necessary guidance to support the repair within the warranty period.
5.5 Goods can be only returned with Seller’s written consent. Goods returned
under warranty from Buyer to Seller shall have freight charges paid by Buyer, Goods returned under warranty from Seller to Buyer shall have freight charges paid by Seller. Shipping method and carrier for warranty returns will be at the discretion of Seller.
6 – INTELLECTUAL PROPERTY
6.1 Seller owns all right, title and interest to all intellectual property and other proprietary rights to documents and materials, calculations, drawings, models, plans, sets of tools, technology, software, designs, engineering details, schematics and similar data relating to or incorporated in the Products and Software and any accompanying documentation or information developed or authored by Seller. Buyer shall take reasonable precautions to prevent unauthorized access and use of the Software and documentation by third parties.
6.2 Seller and its licensors retain all intellectual property rights, In no event shall Buyer have the right to use any of Seller’s trademarks in combination with any other marks, names, slogans, labels or designs, without the prior written consent of Seller.
7 – CONFIDENTIALITY
Any information, including all designs, drawings and specifications, which Seller discloses to Buyer relating to the goods and/or services which is not in the public domain at the time of disclosure shall remain the sole property of Seller and be treated by Buyer as confidential and shall not (save with the prior written consent of the other party) be disclosed to any third party.
8 – FORCE MAJEURE
Neither Seller and Buyer shall be liable to the other for any loss, injury, delay, damages, or other casualty suffered or incurred by such other party due to strikes, riots, storms, earthquakes, fires, explosions, or any other similar cause that is beyond its reasonable control, provided
that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.
9 – PROMISE
Buyer guarantee that the products under this contract (including the whole or part of the products) shall not be used for
(a) The research and development, generation, disposal, operation, maintenance, storage,
testing, or dissemination of any chemical, biological, missile, nuclear or other weapons of mass destruction;
(b) The research and development, production, maintenance or storage of items capable of carrying the above- mentioned weapons or missiles;
(c) Military end-use
(d) Any other purpose or use prohibited by export control laws and regulations of any country.
10 – LIMITATION OF LIABILITY
Seller’s liability, if any, for damages relating to any subject matter of this terms shall be limited to the actual price paid by Buyer for such Goods. to the fullest extent allowed by law, in no event shall Seller’s liability whether based in contract, tort (including negligence), or any other legal
theory include the cost of procurement of substitute goods by Buyer or for any special, indirect, incidental, consequential or punitive damages or lost profits or business of any kind. Neither Seller nor Buyer shall be liable for bodily harm or death to persons.
11 – GOVERNING LAW AND ARBITRATION
These terms and any dispute shall be governed by and construed in accordance with the laws of China without regard to its principles regarding conflicts of laws. Seller and Buyer disclaim the United Nations Convention on Contracts for the International Sale of Goods in its entirety. Seller and Buyer shall endeavor to resolve any controversy, dispute or claim arising out of or relating to this Agreement through
negotiations between the Parties before resorting to other remedies available to them. If the attempts to resolve the dispute amicably have failed, such dispute, including any breach, claim for damages or rescission, shall be finally settled by arbitration. The arbitration shall be held in Shenzhen, China in accordance with the rules of Arbitration of the International Chamber of Commerce by three (3) independent and neutral arbitrators appointed in accordance with such rule.