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Article 1: Definitons
In these terms of sale it us understood that:
1.1 YongLi stands for YongLi Europe BV, residing in Oudkarspel.
1.2 Buyer is the corporation or institution that has given the order to produce and/or supply the required goods and/or render services.
1.3 General conditions of sale; those presently in use by YongLi.
1.4 Order or contract: any agreement between YongLi and buyers with regards to buying and selling of goods and/or the execution of work or the rendering of services by YongLi, unless both parties have specifically and in writing agreed upon.
Article 2: Applicability
2.1 These terms are applicable on all enquires, quotations, orders, delivered and services related to the sale of goods and/or services of YongLi unless parties have mutually agreed in writing differently.
2.2 YongLi explicitly rejects any other terms of sale.
2.3 By placing an order or by receiving the order confirmation, goods, packing slip or invoice, the receiving party acknowledges these general terms of sale as a buyer and these terms will form part of the agreement between YongLi and buyer without requiring any written confirmation.
Article 3: Quotations
3.1 All quotations, made by YongLi, are not binding in any way and are indicative only.
3.2 Every quotation is based on data, drawings, calculations, specifications and other information the buyer has given for the occasion of the enquiry. YongLi can assume this information to be correct.
3.3 Every quotation or price indication is made under the assumption that YongLi will be able to execute the order during working hours.
3.4 All pictures, drawings, calculation, pricelists, catalogues, folders, size- and weight indications are made, or given as accurately as possible. This data is only binding if specifically confirmed as accurate. YongLi is not obliged to reveal drawings, calculations etc.
3.5 Sending out catalogues, pricelists, quotations, etc does not bind YongLi to supply or accept orders.
3.6 Information and advice from YongLi is exclusively of a general nature and not binding. Belt choices, -specifications and –applications always remain responsibility of the buyer.
3.7 Quotations, drawings, models, software, production methods and documentation that are related to the agreement, as well as possible copy right and other industrial or intellectual rights remain property of YongLi and are not to be copied, duplicated or given to third parties to hold or review.
3.8 YongLi preserves the right to refuse orders, or supply prepaid or against cash without reason.
3.9 If a quotation requested from YongLi by the buyer has not lead to an agreement between YongLi, the buyer is obliged to reimburse to YongLi the costs incurred by YongLi relating to the quotation prepared.
Article 4: Agreement
4.1 Subject to the following, an agreement with YongLi is not firm until YongLi has accepted or confirmed the order in writing or when YongLi has executed the agreement.
4.2 The order confirmation is supposed to be correct and complete in reflecting the agreement.
4.3 In case the order is not confirmed or accepted in writing, both parties will regard the invoices as the order confirmation; which will reflect the agreement in full and correctly.
4.4 Additional agreements or changes, as well as verbal agreements and/or promises made by employees of YongLi or made or done by third parties on behalf of YongLi are only then binding for YongLi if confirmed by YongLi in writing in compliance with article 4.1.
4.5 Buyer is not entitled to transfer or mortgage his rights from the agreement to third parties.
4.6 YongLi is entitled at any time to involve third parties in the execution of the agreement if this is necessary or desired for a correct execution of the order.
4.7 The buyer is only entitled to cancel the agreement if that is expressly agreed in the agreement. If the buyer - legally – cancels the agreement, the buyer is obliged to reimburse YongLi for the costs incurred by YongLi in connection with preparing the quotation and creating and executing the agreement and the damages arising from the cancellation.
4.8 The buyer is not entitled to cancel the agreement with YongLi if they buyer is in default.
Article 5: Prices
5.1 Unless agreed upon differently all prices are:
a. based on the actual information available at the time of the order confirmation.
b. based on purchase prices, salaries, personnel costs, social and governmental charges, packing and other costs valid at the time of the order confirmation.
c. ex works, warehouse or other place of storage.
d. excluding packaging.
e. excluding VAT, import duties and other forms of taxes or duties.
f. excluding costs for loading on board, discharging, transport and insurance.
g. stated in Euros, unless stated otherwise, occurring changes in the rate of exchange will be charged to the buyer.
5.2 In case of a rise in one of the cost factors, YongLi is entitled to raise the prices agreed upon with the buyer in accordance with existing legal regulations.
5.3 Article 5.2 is also applicable for agreement delivered or executed by YongLi in parts, as far as these parts were not yet delivered or executed at the time that one or more of the cost factors have risen.
5.4 All costs resulting from changes or additions of the agreement by or on behalf of the buyer will be for the buyer’s account.
5.5 All prices notified by YongLi are exclusive of turnover tax and other statutory levies. YongLi shall not be bound by prices not notified in a quotation sent exclusively to the buyer. No rights may be derived by others from a price notified in a quotation to a buyer.
Article 6: Delivery time
6.1 Indicated and agreed delivery times are always estimated by YongLi and can never be regarded as final terms. Final delivery times can only be the case if explicitly indicated in writing as an exact and final delivery time in the order confirmation.
6.2 Delivery times are set in the expectation that YongLi can continue working and producing as can be expected at the time of the order confirmation and goods required from third parties are duly supplied and services required from third parties are done in time as expected.
6.3 Should these expectations appear unjust, even though as a result of foreseeable circumstances at the time of making the agreement, the delivery time will be prolonged with as many days as the delay has occurred.
6.4 The delivery time will also be extended if the buyer changes the order, after making the agreement, or delays the execution of the order in any other way.
6.5 In case the buyer is of the opinion that the delay of the delivery time, indicated by YongLi as an approximate period of time, is unreasonable, the buyer is obliged to inform YongLi by means of a registered letter of a more realistic delivery time.
6.6 Exceeding the delivery time, set by YongLi as an approximate period, does not entitle the buyer to be supplied ex stock in case the supply from a third party was purchased.
Article 7: Delivery
7.1 The start of delivery to the buyer is the moment when the goods leave the building/storehouse of YongLi, or when the buyer has been notified that the goods are ready for delivery. At that moment, all risks shift to the buyer.
7.2 YongLi is obliged to deliver the agreed sizes and other specifications to the buyer, on the understanding that small deviations are allowed (positive as well as negative). These deviations are expected to be part of the agreement between the parties. The selling price will be lowered or raised in accordance with the deviations.
7.3 When agreed that YongLi will take care of transport of the goods, the costs of transport will be imposed on the buyer, unless agreed differently in writing.
7.4 When agreed that YongLi will take care of transport of the goods, YongLi is entitled to choose the means of transport, in which impediments or temporary hindrance of the chosen means of transport do not oblige YongLi to choose another means of transport, unless agreed differently in writing.
7.5 YongLi has the right to deliver the goods in sections (section deliveries), which can be separately invoiced and which have to be paid by the buyer according to what is mentioned in article 9.
7.6 Goods accepted by the buyer from YongLi, that the buyer has fully or partly taken into service, processed or delivered to others are deemed to comply with the agreement.
Article 8: Packaging materials
8.1 Unless explicitly stated differently on the invoices, the package material that YongLi uses and in which the goods will be delivered to the buyer is designed for single use. YongLi is therefore not induced to take back the package materials neither to pay for storage nor for destruction of the package material.
Article 9: Payments
9.1 The buyer has to pay the invoice to YongLi within 30 days after the date of the invoice by bank transfer to or deposit in bank account, number mentioned on the invoice, unless agreed differently. The date that is mentioned on the bank receipts of YongLi will be regarded as the official day of payment.
9.2 The buyer is obliged to pay the invoices of YongLi as described in article 9.1 without appealing to any right of suspension.
9.3 The buyer is obliged to pay the invoices of YongLi as described in article 9.1 without appealing to any discount or settlement.
9.4 When the buyer exceeds the in article 9.1 mentioned term of payment, he or she is in default since the day that the term was exceeded and YongLi cannot be held liable for this. In this case the buyer is, from the day that the invoice should have been paid on, obliged to pay YongLi the legal interest plus 7% on the amount to be paid, whereby part of a month will be regarded as a whole month.
9.5 Payment made by the buyer will cover for the indebted interest and costs in sequence of the claimable invoices that are unpaid. This rule also holds if the buyer mentions when paying that the payment covers for an invoice of a later date.
9.6 In case the payment has not been done in time, or not been done at all, or in case of an application for a letter of license, bankruptcy or debt reconstruction, liquidation of the business of the buyer and or seemingly diminished creditworthiness of the buyer, YongLi is entitled to dissolve all running contracts or parts of it that still have to be carried out at that moment, by means of extralegal certificate. No legal intervention is required and YongLi will keep the right to demand compensation.
9.7 In the case of the first sentence of article 9.6, every demand of YongLi towards the buyer is immediately and totally claimable.
9.8 YongLi has, before and when concluding a contract, the rights to demand certainty of the buyer that he or she will be able to meet the payment conditions and other obligations, without having to render or supply further.
Article 10: Proprietary restrictions
10.1 YongLi remains the owner of the goods to be supplied until the buyer has paid the price and any possibly applicable interest, costs, fines and compensation on supplied goods, inclusive of previous and next deliveries, and taken into account all the services that YongLi rendered or will have to render for the buyer.
10.2 As long as the buyer has not met the claims mentioned in article 10.1 he or she does not have the right to make over the ownership of the supplied goods, nor to burden them, unless when this forms a part of his or her normal work tasks.
10.3 In case the goods that are under proprietary restrictions are not stored with the buyer, but with a third party, the buyer will notify the third party of the proprietary restrictions and tell the third party that those restrictions are valid for YongLi, but without resulting in any obligation for YongLi to pay for storage or other costs.
10.4 The buyer is obliged to insure the goods of which YongLi is (still) the owner reasonable well against fire and theft. The buyer has to unconditionally carry over any claims deriving from the insurance contract to YongLi at the first request.
10.5 YongLi remains entitled to take back or to keep the goods until the buyer has paid the indebted amount, inclusive of costs, interest and/or compensations. YongLi is also authorised to sell the goods to third parties, in which case the total indebted amount will be reduced with the net result of the sale.
10.6 In case the buyer does not meet his or her payment obligations towards YongLi, or in case YongLi has a well-founded reason to believe that the buyer will not be able to pay, YongLi, has, without being held liable, the right to take back the goods that were delivered under proprietary restrictions. The buyer authorises YongLi to enter the place where those goods are kept and to actually take the goods back. After taking the goods back YongLi will invoice the buyer for the market value of the goods which can never be higher than the original price of sale, reduced with the costs involved with taking the goods back.
Article 11: Guarantee
11.1 The goods supplied and the services rendered by YongLi have to meet the criteria of the agreement.
11.2 In case YongLi has obtained goods with guarantee of third parties, YongLi will apply towards the buyer the conditions of guarantee that have been set by the third parties.
11.3 Unless explicitly agreed upon differently in writing, YongLi is only induced to meet the guarantee conditions that have been described in article 11.2 in the Netherlands.
Article 12: Liability
12.1 When YongLi is liable for direct damage, originated whatever cause, to movable or immovable, goods or persons, consequent or in the broadest sense related to goods delivered or services provided by YongLi, YongLi’s liability will be limited to €30.000,00.
12.2 An obligation from YongLi to reimburse damages due to death, physical injury or material damage to goods shall in no case amount to more than €30,000.00 per event, where a series of related events shall be regarded as one event.
12.3 YongLi is not responsible for indirect damage, such as company damage and damage from a reclaim, originated whatever cause, to movable or immovable, goods or persons, consequent or in the broadest sense related to goods delivered or services provided by YongLi.
12.4 In any case, liability is limited to the payment from YongLi’s liability insurance, plus a possible applicable own risk.
12.5 In case when YongLi is held liable for damage to third parties, caused by goods delivered or services provided by YongLi, the buyer is obliged to unconditionally safeguard YongLi in those cases when YongLi is not responsible (anymore) towards the buyer, either on the grounds of these conditions, or on other grounds.
12.6 YongLi is not liable for damage to third parties that is caused by violations of patents, copyrights and/or other intellectual proprietary rights through use of drawings, materials, parts or procedures that are given or prescribed to YongLi by or for the buyer. The buyer is induced to safeguard YongLi against these responsibilities.
12.7 The limitations of liability as described in this article do not held when the damage is caused by malicious intentions or obvious fault of YongLi.
Article 13: Reclaims
13.1 When it comes to visible defects, reclaims should be presented to YongLi in writing within 21 days after delivery at the latest, to the address that is mentioned on the invoice. The buyer is obliged to indicate in writing what the defect is and when and how he or she noticed the defect.
13.2 Reclaims for hidden defects should also be presented to YongLi in writing within 21 days after such a defect has become evident or should reasonably became evident, to the address that is mentioned on the invoices, on the understanding that reclaims are not possible anymore after 12 months after delivery. The buyer is obliged to indicate in writing what the defect is and when and how he or she noticed it.
13.3 Reclaims about invoices should be presented to YongLi in writing within 14 days after the date of invoice.
13.4 Return sending can only be accepted and received by the sales department of YongLi when they have agreed in writing. They should always take place per free domicile. The return sending has to be accompanied by a document which mentions the number of the order and the date and number of the invoice on which the goods are mentioned.
13.5 The buyer cannot present reclaims that concern goods that he or she has modelled or processed.
13.6 The right to reclaim is withdrawn when the buyer does not present a reclaim within the given time limit.
Article 14: Storage
14.1 The risk on delivered goods by YongLi will shift to the buyer at the time of delivery as described in article 7.1.
14.2 When the finished product cannot be transported to its place of destiny immediately or within the agreed delivery time, YongLi has the right, without being held liable, to store these goods to the account and the risk of the buyer within the YongLi premises or with third parties, and to demand for payments as if delivery has taken place. In those cases when the buyer does not buy the goods within reasonable terms, YongLi has the right to sell the goods to third parties, in which case the total indebted amount of the buyer to YongLi will be reduced with the net results.
Article 15: Superior forces
15.1 In this article, superior forces are understood as circumstances that cannot be imputed to YongLi and that hinder YongLi to fulfil the agreement.
15.2 Superior forces as described in article 15.1 are also international conflicts, violent or armed conflicts, regulations of any national foreign or international government body, boycott actions, work riots with third parties or personnel of YongLi, malfunction in electricity supply, communication connections or other machinery or software of YongLi. In case such a circumstance occurs YongLi will do whatever can reasonable be asked from it to limit the damage for the buyer.
15.3 During circumstances of superior force the delivery, and other obligations, of YongLi will be postponed. In case the period, in which YongLi cannot meet its obligations through superior force, lasts longer than two months, both parties have the right to stop the agreement without legal intervention, without obligation to compensate damage or costs.
15.4 In case where YongLi has already partly met its obligations, or can only partly meet its obligations, YongLi has the right to invoice the supplied or to be delivered goods or services separately, after which the buyer is obliged to pay this invoice, as if in a separate agreement.
Article 16: Closing conditions
16.1 Inscriptions that have been made onto movables are only meant for clarifications and cannot play any role in the explanation of these general conditions.
16.2 In case YongLi does not refer to any of these general conditions or derivatives from it, this does not imply that YongLi cannot refer to these general conditions again in next cases.
16.3 The only laws that can be applied to offers, agreements or execution of them, to which these general conditions (partly) hold, are Dutch laws.
16.4 The conditions from the Purchase Treaty of Vienna do not hold, just like any future international regulation for purchase of movables of which parties disregard the appliance will not held.
16.5 All controversies that derive from he concluded agreement between the parties, including demands of indebted amounts, will be laid before the civil judge competent in the place of business of YongLi, as far as the law allows this.
16.6 Changes and additions to these general conditions will be deposited at the Chambre of Commerce of Alkmaar. When YongLi sends these changes or additions to the buyer, they will hold YongLi as well as for the buyer from the thirtieth day after the date of sending on.