Terms & Conditions

General Merchandise Procurement

These Terms and Conditions of Procurement (“Terms”) govern all quotations, sales, deliveries, and supply of general merchandise by [Supplier Name] (“Supplier”, “we”, “our”, or “us”) to any purchaser (“Customer”, “Buyer”, or “you”). By placing an order with the Supplier, the Customer acknowledges that it has read, understood, and agreed to be bound by these Terms.

1. Definitions

For purposes of these Terms:

• Goods means all merchandise, products, materials, accessories, equipment, or other items supplied by the Supplier.
• Order means any purchase order, written request, electronic order, or other instruction submitted by the Customer for the purchase of Goods.
• Contract means the agreement formed between the Supplier and the Customer upon acceptance of an Order.
• Business Day means any day other than Saturdays, Sundays, or official public holidays in the People’s Republic of China.

2. Scope of Application

2.1 These Terms apply to every quotation, order, sale, delivery, and supply of Goods unless otherwise agreed in writing.

2.2 Any terms proposed by the Customer that differ from or conflict with these Terms shall not apply unless expressly accepted in writing by the Supplier.

2.3 Acceptance of delivery or payment for Goods constitutes acceptance of these Terms.

3. Quotations

3.1 All quotations are non-binding unless expressly stated otherwise.

3.2 Quotations remain valid for thirty (30) calendar days unless withdrawn earlier.

3.3 Prices may be revised where:

• exchange rates materially fluctuate;
• government taxes or duties change;
• shipping costs increase;
• suppliers revise manufacturing prices.

4. Pricing

4.1 Prices are those stated in the Supplier’s accepted quotation or invoice.

4.2 Unless expressly stated:

• prices exclude taxes;
• prices exclude customs duties;
• prices exclude import charges;
• prices exclude freight;
• prices exclude insurance.

4.3 Any government-imposed taxes shall be payable by the Customer.

5. Payment Terms

5.1 Payment shall be made in accordance with the invoice.

5.2 Unless otherwise agreed:

• 100% payment for the requested good shall be made before shipment. While clearing fee and other charges shall be made after shipment.
• Commitment fee of #10,000.00 shall be paid, which is only refundable after shipment of good.

5.3 Payment shall be made by:

• bank transfer;
• letter of credit (where agreed);
• other approved payment methods.

5.4 The Customer shall bear all bank transfer charges.

5.5 Payment obligations are unconditional and shall not be withheld because of disputes unless required by applicable law.

6. Delivery

6.1 Delivery dates are estimates only.

6.2 Delays shall not constitute breach where caused by circumstances beyond the Supplier’s reasonable control.

6.3 Partial deliveries are permitted.

6.4 The Customer shall inspect Goods immediately upon delivery.

6.5 Any visible shortages or damage must be noted on delivery documents.

7. Inspection and Acceptance

7.1 The Customer shall inspect Goods within seven (7) days of receipt.

7.2 Claims relating to shortages, incorrect quantities, or visible defects must be submitted in writing within seven (7) days after delivery.

7.3 Hidden defects must be reported promptly after discovery.

7.4 Failure to notify within the applicable period may constitute acceptance of the Goods, subject to mandatory rights under applicable law.

8. Returns

Goods may only be returned where:

• prior written approval is obtained;
• Goods remain unused;
• original packaging is intact;
• Goods are in resalable condition.

8.1 The Supplier warrants that the Goods substantially conform to the agreed specifications at the time of delivery.

8.2 This warranty does not cover defects arising from:

• misuse;
• negligence;
• improper storage;
• unauthorized modifications;
• normal wear and tear;
• accidents.

8.3 Subject to applicable law, the Supplier’s obligation is limited to repair, replacement, or refund of the defective Goods, at the Supplier’s election.

9. Customer Responsibilities

The Customer shall:

• provide accurate specifications;
• provide accurate delivery information;
• obtain required import licenses or permits where applicable;
• comply with all applicable laws;
• ensure the Goods are suitable for the Customer’s intended use unless suitability has been expressly agreed.

10. Confidentiality

The Customer shall keep confidential all non-public commercial, technical, pricing, and business information received from the Supplier unless disclosure is required by law.

11. Dispute Resolution

The parties shall first attempt to resolve disputes through good-faith negotiations.

If negotiations fail within thirty (30) days, the dispute shall be submitted to the agreed court of competent jurisdiction in the People’s Republic of China or, where agreed in writing, to arbitration before the agreed arbitral institution in accordance with its rules.

12. Entire Agreement

These Terms, together with any accepted quotation, purchase order, invoice, and written agreement between the parties, constitute the entire agreement regarding the sale of the Goods and supersede prior discussions relating to the same subject matter.