These Terms of Sale govern every quotation, proforma invoice and sale of goods issued by Yuhai International Trading (Hainan) Co., Ltd. They are published here so that every buyer can read them before placing an order.
1.1 These Terms apply to all quotations, proforma invoices (PI) and signed sales contracts issued by Yuhai International Trading (Hainan) Co., Ltd. ("Yuhai", "we") to a buyer ("you").
1.2 By accepting a quotation, receiving a PI, or placing an order, you accept these Terms. These Terms prevail over any conflicting condition in your purchase order, enquiry or correspondence unless we expressly agree otherwise in writing.
2.1 Quotations and PIs are invitations to offer and become binding only when confirmed by us in writing.
2.2 Prices, lead times, freight and currency are valid for 15 to 30 days from the date of quotation unless a different period is stated. Steel, copper and energy prices and freight rates are volatile; quotations beyond the validity period are subject to re-confirmation.
2.3 We may correct obvious typographical or calculation errors before acceptance.
3.1 Yuhai is a trading and sourcing company. Unless otherwise agreed in writing, goods are supplied by the original manufacturer or supplier. Product warranty, technical support and regulatory responsibility rest with the original manufacturer, and we pass such warranty through to you without enhancement or reduction.
3.2 Our role is limited to selecting and contracting the original source to your specification, consolidating, inspecting, documenting, shipping and delivering the goods, together with any agreed sourcing or consolidation service.
3.3 Technical documents such as drawings, calculations, material certificates and inspection reports are issued by the original manufacturer or by an independent inspection body. Our responsibility is to hand over and verify that the document set is complete, not to assume independent design responsibility for the technical data.
4.1 Prices are stated in the currency shown on the PI, normally US dollars (USD); RMB settlement is available by agreement. Prices are on an FOB basis unless a different Incoterm is stated, and exclude destination port charges, duties and taxes.
4.2 Payment is by telegraphic transfer (T/T) in full in advance, or by irrevocable L/C at sight for larger projects. Payment is deemed received when funds are credited to our account. Bank charges outside the country of supply are for your account.
4.3 We retain title to the goods until payment in full is received.
5.1 Delivery is on the Incoterms® 2020 basis stated on the PI (FOB, CIF, CFR, DAP and so on). Where not stated, delivery is FOB the named port of shipment.
5.2 Risk and title pass in accordance with the agreed Incoterm, save for the retention of title in clause 4.3.
5.3 Lead times are estimates and are not guaranteed unless expressly stated. Before shipment we provide the packing list, bill of lading, commercial invoice and the original manufacturer's documentation. Third-party inspection (SGS, BV, TUV, CCS and similar) is available by arrangement at your cost.
5.4 Compliance suspension. If export control, sanctions or an import prohibition arises before or during shipment and we are unable to deliver lawfully, we may suspend or cancel the order and you bear costs already incurred.
6.1 Goods conform to the specification, grade, material, dimensions and tolerances stated on the PI. Where no specification is stated, goods conform to the sample we submitted and you approved in writing.
6.2 You should inspect goods promptly on arrival and retain the original packaging, shipping marks and shipping documents. Packaging and marks follow export standards, in English, weatherproof and rust-protected.
7.1 Visible shortage, damage or wrong items: written notice within 7 days of arrival, with photographs, packing list and bill of lading.
7.2 Latent defects (inherent quality): written notice within 30 days of discovery, supported by an independent inspection report. For marine spares this period may be extended to 90 days by prior written agreement.
7.3 Claims notified late, or unsupported by documents, are not accepted. Claims are not accepted where goods have been opened, altered, processed, resold or otherwise rendered unverifiable by you.
7.4 For a valid claim we may, at our option, replace, repair, credit or refund the affected goods.
8.1 To the extent permitted by law, we are not liable for indirect, incidental, special, punitive or consequential loss, including loss of profit, loss of business, loss of anticipated savings, loss of goodwill or third-party claims, even if advised of the possibility.
8.2 Our total aggregate liability for the goods themselves shall not exceed 100% of the amount paid for the specific goods giving rise to the claim.
8.3 Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
8.4 Product use. Where goods are installed, modified, or used otherwise than in accordance with the original manufacturer's written instructions, you bear responsibility for the consequences. You will indemnify us against third-party claims, penalties and losses arising from such use, and we will have no liability for damage caused by the goods where such deviation is the cause.
You will indemnify us against third-party claims, penalties, damages and reasonable legal costs arising from your use of the goods, your deviation from agreed specifications or instructions, your breach of applicable law, or your use for an end purpose that is subject to restriction or sanction.
10.1 Both parties will comply with applicable export control, economic sanctions, anti-bribery and import laws of the People's Republic of China, the United Nations and the destination country.
10.2 We may suspend or cancel any order without this constituting a breach, including where sanctions, export licensing, end-user or end-use screening, or a lawful instruction require us to stop performance. We are not obliged to disclose the reason, except to the extent required by law.
10.3 You agree not to claim damages for a suspension or cancellation made under this clause.
11.1 Neither party is liable for failure to perform caused by events beyond its reasonable control, including natural disaster, war, epidemic, strike, port congestion, government action, embargo, sanctions or abnormal raw-material price movement.
11.2 The affected party will notify the other promptly and provide evidence. If the event continues for more than 60 days, either party may terminate the contract, and each bears its own costs incurred.
12.1 Each party will keep the other's confidential information, including technical data, drawings and pricing, confidential and use it only for the relevant order.
12.2 Each party retains its pre-existing intellectual property. Our catalogues, drawings, renders and technical materials remain our property; you may use them solely to evaluate a potential order.
13.1 These Terms are governed by the laws of the People's Republic of China, excluding its conflict-of-law rules.
13.2 The parties will first seek an amicable solution. Failing that, disputes are finally resolved by arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) under the rules in effect at the time, seated in Shanghai, in English. The award is final and binding on both parties.
13.3 Where a neutral seat is preferred, the parties may agree to arbitration under the rules of the Hong Kong International Arbitration Centre (HKIAC) or the Singapore International Arbitration Centre (SIAC) instead.
13.4 Pending resolution of a dispute, both parties will continue to perform the undisputed parts of these Terms.
14.1 These Terms, together with the relevant PI or signed sales contract, constitute the entire agreement and supersede all prior written or oral communications.
14.2 Any amendment is effective only if made in writing and agreed by both parties.
14.3 If any provision is found illegal or unenforceable, it is modified to the minimum extent necessary and the remaining provisions continue in force.
14.4 You may not assign your rights or obligations under these Terms without our written consent.
14.5 Where a translated version conflicts with the English text, the English version prevails.