Pro China Direct Trading (Shanghai) Co. Ltd.
Bldg. 1, 5/Floor, Unit 509, No. 615 Ning Qiao Road
Pudong New Area, Shanghai 201206
Peoples Republic of China (P.R.C.)
Tel: 0086 21 61 62 92 66
Fax: 0086 21 61 62 92 52
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General Terms of Trade, Sales, Delivery and Payment
Offers, sales and deliveries will only be effected subject to the following terms of sales, delivery and payment unless being otherwise agreed in writing. The validity of the contract will not be affected in case individual terms mentioned hereafter would be ineffective.
Any purchase terms of the buyer are herewith rejected. It is not necessary to reject explicitly any purchase terms of the buyer upon conclusion of the contract.
The seller has the right of shipping in one or more lots with or without trans-shipment. The delivery will be effected – as far as no other agreement has been made-fob port of destination as per Incoterms 2000, i.e. the buyer has among other things: – to accept the documents provided by the seller upon their presentation. – to pay the price as per contract. – to take delivery of the goods at the port of embarkation contracted. – to pay all custom duties and all other charges in connection with the import. – to obtain at his own risk and account all import licenses, certificates etc. which he needs for the importation of the goods at the place of destination. Standard packing is free of charge, returned empties will not be accepted. If the goods are not being accepted in time due to the buyer’s fault the seller has the right at his option to either withdraw from the contract or to ask for compensation after granting the buyer a grace period of 10 days. – Transactions on fixed delivery dates cannot be concluded.
3. Reasons for late delivery
Force Majeure and circumstances beyond the control of the seller which result in the goods not being supplied or not being supplied in time (for instance strikes, governmental regulations and measures, disturbances within the Company and/or supplier’s company without default on the part of the buyer and/or suppliers, delays of ships, sinking of ships resp. damages, war, revolutions, civil commotions etc.) authorise the seller – to either withdraw from the contract in whole or in part or to prolong the delivery by the period of delay.
4. Post delivery time
A post delivery time of the duration of the delivery time, however not longer than 45 days, is agreed and will come into effect automatically without any special announcement immediately after expiration of the delivery time. After expiration of the post delivery time the order is to be understood as cancelled without any claims for compensation if the buyer does not insist on the contract being fulfilled within a further period of 14 days. However, the seller need not deliver the goods after expiration of the post delivery time if he requests the buyer during the post delivery time or after its expiration to state whether or not he insists on the contract being fulfilled and the buyer does not respond to such a request by return of mail. In case the buyer wants to claim compensation because of non-fulfilment or in case he wants to withdraw from the contract he must grant the seller another post delivery time of 4 weeks and must inform the seller that he rejects the fulfilment after expiration of the time limit. The post delivery time starts from the day on which the buyer’s information is received by registered airmail or telex. These conditions apply also to the fact in case the buyer insists on the contract being fulfilled as per Paragraph 1, sentence 2. Prior to the exploration of the post delivery time buyer’s claims for reasons of late delivery are excluded. In case of piece goods being found faulty at the weaving, dyeing, printing or finishing factory and in case the corresponding factory cannot be expected to re-make the goods in time the seller must inform the buyer without delay. The buyer must decide and inform the seller within 10 days after receipt of such information whether he wants to accept the faulty goods as they are. Claims for compensation because of non-delivery of the faulty goods are excluded.
All risks whatsoever involved in transport of the goods from warehouse are for buyer’s account. If contracted on cif-terms insurance will be covered by the seller at British Standard conditions including theft, pilferage and non-delivery Clause. WPA if amounting to 3%, each package valued separately. The insurance will also cover risk of war, mines derelict, torpedoes, strikes, riots, civil commotions and miscellaneous damage. Special risks such as rust, breakage, leakage etc. will be covered only if specially requested by the buyer, extra premium for buyer’s account. Bulk articles will be only insured on FPA terms. Any increase or reduction in the insurance premium becoming effective after the date of confirmation of order and exceeding ½ % is for buyer’s account. The seller cannot be made responsible for any risk not covered under the above mentioned terms of insurance.
6. Freight basis
Prices confirmed are based on the rates of freight at the date of the order confirmation. Any increase or reduction in the rate of freight becoming effective after the date of the confirmation is for buyer’s account.
7. Payment Terms
When concluding the contract the method of payment is agreed upon between the buyer and the seller. The seller has the right to effect an early delivery, but not exceeding 18 days before the delivery date contracted, without granting interest. Any charges in connection with the method of payment have to be done exclusively by the buyer. Any deductions (for instance postage etc.) are not allowed. Any payments received will be used for settlement of the amounts due for the longest period including interest. The payments have to be made in cash, by bank transfer or by Irrevocable Letter of Credit. The settling of accounts including counter claims not yet accepted by the seller and retaining of due invoice amounts by the buyer is not allowed. Non-fulfilment of the payment conditions, delay in payment or circumstances which may affect the credit rating of the buyer to the negative will result in all outstanding claims of the seller falling due immediately. They give the seller the right to effect deliveries not yet been made only against advance payment or against Irrevocable Letter of Credit, to withdraw from the contract or to claim compensation for non-fulfilment. Furthermore the seller has the right to forbid the buyer to sell or process the goods which were supplied by the seller under property reservation and has the right to re-possess the goods. Acceptance of the returned goods means only withdrawal of the contract if this has been explicitly declared in writing. Transport and other charges in connection with the returning of the goods are for buyer’s ccount. The buyer has the right to demand the delivery of the goods the return of which had been accepted without written withdrawal from the contract only after the price and all charges have been paid completely. Interest at the rate of 5% p.a. will be charged in case invoices will be not paid on or before the due date.
8. Property reservation
Until all outstanding claims including future ones the seller reserves the right of possession of all goods delivered by him. The buyer is neither allowed to mortgage the goods delivered under reservation of property nor may he cede the rights to the goods as security to any 3rd party. The right of property reservation is extended to any new products manufactured. In cases the goods are being processed by connecting or mixing with goods not belonging to the seller the latter becomes co-proprietor. The buyer cedes already now his right as proprietor and co-proprietor respectively of the mentioned goods or the new product to the seller. The buyer is only allowed to sell the delivered goods in regular business transactions. He herewith cedes all his claims resulting from selling the goods to the seller as security and until payment of all goods delivered by the seller has been effected. As long as the buyer meets his liabilities according to contract he has the right to collect all claims which have been ceded to the seller as outlined above. The authorisation to collect the outstanding claims can be withdrawn by the seller at any time. The buyer is obliged to inform his sub-client upon demand of the seller about the cession and to give all information and to hand over all documents necessary for the assertion of the right. The right to sell of the goods in regular business transactions expires in case of non-payment and upon opening of bankruptcy and settlement sub judiciary proceedings. The buyer has to inform the seller without delay about any prospective or effected mortgages or any other encroachment upon the rights of the seller by any 3rd party.
If not otherwise agreed all orders are considered as concluded as per sample. Claims are only justified if a discrepancy between the delivered goods and the sample can be proved. Claims have to be lodged without delay and are excluded in case same have not been received by the seller within two weeks after receipt of the goods. After the buyer starts to process the delivered goods any claim is excluded. Reasonable deviations or those which are customary in trade and which cannot be avoided technically in respect of assortment, quality, colour, width, weight, finish or design of the goods, cannot be claimed. In case of faulty delivery the buyer has the right to substitution or reduction as far as his right is accepted by the supplier of the seller. Claims of any kind, especially loss of profit or reimbursement of charges occurred directly or indirectly in connection with the acceptance, use or process of faulty goods are excluded in any case. The seller refuses in principle the acceptance of returned consignments consisting of claimed goods in case same are being effected without previous written agreement of the seller.
10. Place of Fulfilment
Place of fulfilment for all transactions to be made under this contract including transactions on cif basis is Hong Kong.
11. Place of jurisdiction and applicable law
Any dispute concerning the performance and the interpretation of this contract shall be dealt with by the Courts in Hong Kong and the contract shall be interpreted in all respects in accordance with the laws of Hong Kong. However the seller alone has the option to nominate the residence/country of the buyer as the place of jurisdiction, and the address as specified in the order shall be conclusive as to the buyer’s residence/country. Furthermore the seller has the right to nominate that only the law valid at the residence/country of the buyer is applicable, and the address of the buyer specified in this order shall be conclusive as to the residence/country of the buyer.
No claims for defective goods, or goods returned by buyer’s own clients, within the tolerable margin of 5% of the total order will be accepted. No claim will be accepted for any orders 3 months after the date of the bill of lading or 2 months after the date of airway bill.