PDF《FIRST SHIPMENT HEREUNDER.》

JOHN CRANE SALES TERMS AND CONDITIONS (CHINA) September,

2017 1 JOHN CRANE TECHNOLOGY (TIANJIN) CO.

LTD ( SELLER ) WILL ACCEPT BUYER'

S ORDER REFERRED TO ON THE ACCOMPANYING QUOTATION ON CONDITION THAT BUYER ASSENTS TO THE TERMS AND CONDITIONS SET FORTH BELOW AND ON ANY ACCOMPANYING DOCUMENT(S) AND WAIVES ANY DIFFERING TERMS OR CONDITIONS. SUCH ASSENT AND WAIVER IS EVIDENCED EITHER BY BUYER'

S PURCHASE ORDER (ANY CONTRARY TERMS OR CONDITIONS OF WHICH SHALL BE DISREGARDED) OR BY ACCEPTING DELIVERY OF THE FIRST SHIPMENT HEREUNDER. 在买方同意下文以及任何随附文件中所载明之条款与条件并放弃任何与之不同的条款或条件的前提下,约翰克兰科技(天津)有 限公司( 卖方 )将会接受随附报价单中所述的买方订单.买方购买订单(其中的任何相反条款或条件均不予考虑)或接受本条 款与条款项下发运的第一批货物均是对前述同意和弃权的证明. 1. Payment and Shipping Terms. Terms are net

30 days, FCA Seller'

s Facility, unless expressly provided to the contrary on the accompanying quotation. Any amount not timely paid shall bear a late charge of one and one-half percent (1.5%) for each month or fraction of a month computed on the outstanding balance until paid in full;

provided, however, that such late charges shall not exceed the maximum amount allowed by law. 1. 支付和发运条款.支付条款为

30 天付款期限、卖方场所货交承运人(FCA Seller'

s Facility),除非随附报价单中另有明确 规定.未按时支付的任何款项均应每月(不足一月按比例计算)按未付款项的百分之一点五(1.5%)缴纳滞纳金,直至未付款项 足额付清;

但是,滞纳金不得超过法律允许的最高上限. 2. Titles and Risk of Loss. Title to products shall pass only upon payment of the full purchase price. Notwithstanding the foregoing, all risk of loss shall be borne by Buyer from the time of delivery of the products by Seller to a public carrier or other manner of transportation. 2. 所有权和损失风险.产品所有权仅在购买价款足额支付之后方会转移.尽管有前述规定,自卖方向公共承运人交付或通过 其他运输方式交付产品之时起所有的损失风险均将由买方承担. 3. Tooling. Charges for tools, dies and other equipment cover only a portion of their cost and ownership and sole right to possession and use thereof shall not pass to Buyer but shall remain in Seller. 3. 工装.就工具、模具及其他设备收取的费用仅涵盖其成本的一部分,对该等工具、模具及其他设备的所有权和独家占有权均 不转移给买方,而继续由卖方享有. 4. Cancellation. Seller at its option and in addition to its other remedies may without liability cancel this order or refuse shipment, if (a) Buyer is in default in any payments or other performance due Seller under this or any other agreement (b) Buyer becomes insolvent or a petition in bankruptcy is filed with respect to Buyer (or similar event) or (c) causes beyond Seller'

s control make it impossible to assure its timely performance. Buyer may cancel the remaining unfilled portion of its order only upon written consent of Seller and payment of the full price for that portion of the order that Seller has substantially completed at time of cancellation plus reasonable cancellation charges which shall include the full profit plus all costs incurred in connection with the canceled portion of the order such as overhead and administrative costs, commitments made by Seller as a consequence of Buyer'

s order and the cost of all work-in-progress. Cancellation charges shall not exceed the purchase price of the canceled portion of the order. In this regard, the Cancellation charges are stated as follows: if the Buyer cancels within

2 weeks after the Seller receives the advance payment, the Buyer shall pay 10% of the price of the Contract or Order to the Seller as Cancellation charges;

if the Buyer cancels at a time not exceeding half of the period from order placement to delivery date, the Buyer shall pay 50% of the price of the Contract or Order to the Seller as Cancellation charges;

if the Buyer cancels at a time exceeding half of the period from order placement to delivery date, the Buyer shall pay 100% of the price of the Contract or Order to the Seller as Cancellation charges. 4. 撤销.除卖方所享有的其他救济外,如发生下列情形卖方可自行选择撤销订单或拒绝发运,而无须承担任何责任: (a)买方 未履行本条款与条件或任何其他协议项下应对卖方履行的任何付款义务或其他义务;

(b)买方资不抵债或者被提起破产申请(或发 生类似事件);

或(c)发生卖方不能控制的情况,从而无法确保卖方及时履行义务.在卖方书面同意并且撤销之时卖方已经基本履 行的那部分订单的全部价款以及合理的撤销费用均已支付的前提下,买方才可撤销其订单中尚未得到履行的那部分内容.撤销费 用不得超过被撤销那部分订单的购买价款.该等撤销费用,具体如下:如撤销是在卖方收到预付款之后

2 个星期之内,则买方应 支付给卖方合同或订单金额 10%的撤销费;

若撤销是在尚未超过合同订货至交货期的一半时间,则买方应支付给卖方合同或订单 金额 50%的撤销费;

若撤销已超过合同或订单订货至交货期的一半时间,则买方应支付给卖方合同或订单金额 100%的撤销费. 5. Price. Seller reserves the right to correct quantities or prices due to typographical, clerical, or mathematical errors. The price stated in Seller'

s quotation or acknowledgment is based upon Seller'

s current costs. If costs increase during the life of this order, Buyer will be notified of any adjustment of the price;

provided, however, that no price adjustment will be made without Buyer'

s agreement on orders for delivery within

30 days of the date of a price quotation. Buyer shall reimburse Seller for any excise, sales, use or other taxes incident to this transaction for which Seller may be liable or which Seller is required by law to collect. JOHN CRANE SALES TERMS AND CONDITIONS (CHINA) September,

2017 2 5. 价格.卖方保留在存在印刷、文书或计算错误的情况下对数量或价格予以纠正的权利.卖方报价单或确认书中所述价款是 基于卖方当前成本得出的.如果在订单有效期内成本上涨,卖方会将任何价格调整通知买方;

但是,对将在报价日期后

30 天内交 付的订单作出的价格调整,须征得买方同意.对于由卖方负责缴纳的或者法律要求卖方收取的、与本项交易有关的任何国内消费 税、销售税、使用税或其他税款,买方应对卖方予以偿付. 6. Delivery and Force Majeure. Delivery dates are estimates only. The limitation period on raising objections is

7 days after the goods arrive at the designated place, starting from the date when the Buyer signs to acknowledge the receipt of goods. Once overdue, the quality of Seller'

s goods shall be deemed as qualified and the Buyer shall not raise any objections or claims against the Seller. SELLER SHALL NOT BE LIABLE FOR ANY TOTAL OR PARTIAL FAILURE TO DELIVER OR FOR ANY DELAY IN DELIVERY OR PRODUCTION DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, ACTS OF BUYER, WAR OR CIVIL UNREST, PRIORITIES, FIRES, STRIKES, NATURAL DISASTERS, DELAYS IN TRANSPORTATION, OR INABILITY TO OBTAIN NECESSARY LABOR OR RAW MATERIALS. SELLER SHALL NOT BE LIABLE IN ANY EVENT FOR ANY COSTS, INCLUDING BUT NOT LIMITED TO DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ON ACCOUNT OF FAILURE OR DELAY IN DELIVERY REGARDLESS OF THE CAUSE. 6. 交付和不可抗力.交付日期仅为估计日期.货物到达目的地后,产品质量的异议期限7天,自买方签收货物之日起计算. 逾期,视为卖方的货物没有质量问题,买方并不会就此向卖方提出任何异议或主张. 对于超出卖方控制范围的原因(包括但不限 于天灾、买方行为、战争或国内骚乱、优先事项、火灾、罢工、自然灾害、运输延迟或者不能取得必要的劳动力或原材料)所造 成的任何全部或部分不能交付或者任何交付或生产延迟,卖方概不承担责任.在任何情形下,对于不能交付或延迟交付(无论是 由何种原因造成)所导致的任何费用(包括但不限于直接、特殊、间接或后果性的损害赔偿),卖方概不承担责任. 7. Assurance of Performance. If Buyer is delinquent in payment at any time, or if in Seller'

s judgment, Buyer'

s credit becomes impaired or unsatisfactory, Seller may, in addition to its other remedies, cancel Buyer'

s credit, stop further performance, and demand cash, security or other adequate assurance of payment satisfactory to it. 7. 履行保证.如果买方在任何时候延迟付款,或者据卖方判断买方的信用受损或无法令人满意,则除卖方所享有的其他救济 外,卖方可撤销给予买方的信用、暂停进一步履行合同义务并要求买方就付款义务提供令其满意的现金、担保或适当保证. 8. Limited Warranty. Seller warrants for a period of one year following the products arrived at the destination (or for Type

28 Gas Seals

12 months from installation or

18 months following the products arrived at the destination, whichever occurs first) that its products are free from defects in material or workmanship furnished by Seller. Seller will repair or at its option replace free of charge any product found by it within such warranty period to be defective in breach of said warranty upon return thereof transportation prepaid to the location specified by Seller. No returns will be accepted without prior written authorization by Seller. THE FOREGOING IS SELLER'

S SOLE WARRANTY AND BUYER'

S EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR GUARANTEES, EXPRESS OR IMPLIED WHICH ARE HEREBY EXCLUDED. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL SELLER BE LIABLE FOR LOSS OF USE OR PROFITS OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND, DAMAGES, OR FOR DEFECTS IN DESIGN OR ENGINEERING WHETHER PERFORMED BY IT OR BY OTHERS, OR FOR ANY AMOUNTS IN EXCESS OF SELLER'

S NET PRICE OF THE PRODUCT IN QUESTION WHETHER SUCH AMOUNTS ARE CLAIMED TO RESULT FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. Where Seller is probable liable for compensation hereunder this Terms and Con........