General Terms and Conditions of Purchase - China

ARTICLE 1: PRICES, INVOICE 

Prices 
The price of the Product(s) will be mutually agreed by Buyer & Seller. 

Invoicing method 
Invoices shall be issued & sent to Buyer in 3 working days from the delivery date. 

ARTICLE 2: DELIVERY TERMS 
The deliveries will take place in accordance with the Incoterms 2010. 

ARTICLE 3: APPLICATION LAW AND RESOLUTION OF CONFLICTS 
The validity, performance and construction of all matters arising in connection with this Conditions shall be governed by the substantive laws of P.R China, to the exclusion of laws of other jurisdictions to which the laws of P.R China might otherwise refer and apply. 
The competent courts of the domicile of the Buyer shall be exclusively competent for any dispute arising from the application of the terms of this Conditions. 

ARTICLE 4: FORCE MAJEURE 
Any delay or failure of a Party to perform its obligations shall be excused if, and to the extent that, such delay or failure is the result of an event or occurrence beyond the reasonable control of such Party and without its fault or negligence, including, but not limited to, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, epidemics and supply chain disruptions caused by epidemics such as but not exclusively lack of transport equipment and/or means of transport etc., officially ordered quarantine measures, Laboral problems (including lockouts, strikes and slowdowns), or court injunction or order; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected Party to the other Party as soon as possible after the event or occurrence. 
During the period of such delay or failure to perform by Seller, the Buyer, at its option, may obtain the services from other sources, without liability to Seller. 
If the force majeure event lasts more than 30 days, either Party may immediately terminate the Conditions without liability after these 30 days by registered letter. 

ARTICLE 5: CONFIDENTIALITY 
Any information disclosed or provided by one Party hereto to the other under and in connection with this Conditions and marked as being confidential, and the pricing, forecasts and terms and conditions of this Conditions, all shall be confidential, shall be used only for purposes of this Conditions and shall not be disclosed by a Party hereto to any third party without the prior written consent of the other Party, except (i) as required by law, governmental regulation, court order or similar legal process, or applicable stock exchange rules and regulations, provided the Party seeking to disclose notifies the other Party of the requirement to disclose and reasonably cooperates with the other Party to limit the disclosure, (ii) to the extent such matter or information is or becomes publicly known other than by disclosure to the Party seeking to disclose; (iii) to the extent such information is independently developed without resort to the disclosed information, or (iv) to the extent such matter or information has been lawfully received by the Party seeking to disclose from a third party who has not breached a contractual, legal or fiduciary duty of nondisclosure with respect to such matter or information.  The obligations set forth in this Section shall continue during the term of this Conditions and for two (2) calendar years thereafter.

ARTICLE 6: ASSIGNABILITY 
Neither this Conditions nor any right hereunder is assignable or otherwise transferable by a Party without the prior written consent of the other Party, not to be unreasonably withheld; provided, however, that either Party may, without the written consent of the other, assign this Conditions and its rights and delegate its obligations hereunder to an affiliate, or to a third party in connection with the transfer or sale of all or substantially all of its business related to this Conditions, or in the event of its merger, consolidation or similar transaction. Upon assignment, the rights and obligations under this Conditions shall be binding upon and inure to the benefit of said purchaser or successor in interest or other assignee.

ARTICLE 7: REFORMATION 
If any provision of this Conditions is determined to be illegal or unenforceable for any reason, that provision shall be reformed to the maximum extent permitted to preserve the Parties’ original intent.  If the provision cannot be reformed in a way that preserves the Parties’ original intent, it will be deleted and severed from this Conditions with the balance of this Conditions continuing in full force and effect.

ARTICLE 8: PRODUCT STEWARDSHIP 
Seller and Buyer acknowledge the shared goal of safe storage, handling, distribution, use and disposal of the Products. Seller and Buyer agree that they and their employees, agents and contractors will handle the Products in a safe and appropriate manner pursuant to applicable laws.  Seller and Buyer will adequately train all of their employees, agents and contractors with respect to the use and handling of the Products, and Buyer promptly will notify Seller in the event of any reportable spills/releases of the Products.

ARTICLE 9: COMPLIANCE WITH LAWS 
Seller shall comply with U.S., EU, and all other applicable import, export control, and economic sanctions laws and regulations and with U.S. antiboycott laws and regulations in the performance of this Agreement.  Seller affirms that it is not a target of or otherwise subject to economic sanctions or trade embargoes imposed by the U.S. Treasury Department’s Office of Foreign Assets Control or any other governmental entity. Seller shall be responsible for any breach of this Section by its, and its successors, and permitted assigns’, affiliates, employees, officers, directors, customers, agents, distributors, resellers, or vendors. Seller agrees to indemnify and hold Buyer harmless from any claims, damages, liabilities, or penalties arising from Seller’s non-compliance with the provisions of this Section. Seller’s obligations under this Section shall survive the termination or expiration of this Agreement.

Seller will provide Buyer with the applicable export control classification(s) or rating number(s), Harmonized Tariff Schedule Number(s), and country of origin for every item provided to Buyer. Upon Request, Seller will also provide certificates of origin/manufacture and any documentation required to participate in relevant preferential tax or tariff Conditionss or regimes.

Notwithstanding anything to the contrary in this Conditions, neither Party shall be required to take any action prohibited or penalized by, or to refrain from taking any action required under, the laws of any applicable domestic or foreign jurisdiction relating to international boycotts. 

ARTICLE 10: REPRESENTATIONS 

Buyer and Seller each represent to the other that the person signing this Conditions on behalf of said Party has the full right, power and authority to enter into this Conditions, to bind their respective companies by the terms of this Conditions and that all necessary corporate action has been taken in connection therewith.

ARTICLE 11: SURVIVAL 
The terms and provisions of this Conditions regarding payment and indemnity and any other terms and provisions, which by their nature are meant to survive, shall survive the termination of this Conditions for any reason.

ARTICLE 12: MISCELLANEOUS 
This Conditions is executed in Chinese. In the event this Conditions is translated into a language or languages other than Chinese, this version in Chinese shall be controlling on all questions or interpretations and performance. 
If there is any discrepancy between this Conditions & the Raw Material Purchase Order, the latter shall prevail.