Terms and conditions
PLEASE READ THIS DOCUMENT CAREFULLY, ESPECIALLY THE BOLD AND ALL CAPITALIZED CLAUSES. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. IF YOU HAVE ANY QUESTIONS REGARDING THE TERMS AND CONDITIONS, PLEASE CONTACT YANLANMC SALES REPRESENTATIVE.
This Agreement contains the terms and conditions that apply to your purchase from the YANLANMC entity named on the invoice (“YANLANMC ”) that will be provided to you (“Customer”) on orders for software and services sold to you. By accepting delivery of the products and/or services, Customer agrees to be bound by and accepts these terms and conditions. THESE TERMS AND CONDITIONS APPLY UNLESS (i) THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH YANLANMC , IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN; OR (ii) OTHER YANLANMC STANDARD TERMS APPLY TO THE TRANSACTION. Customer acknowledges and agrees that these terms and conditions are subject to change without prior notice at any time, in YANLANMC’s sole discretion
1. Agreements and commitments
Customer can purchase products by placing orders with sellers. The seller has the right to decide whether to accept the order. This contract is the only clause that binds the goods and services transactions defined in the contract. The seller will decide whether to accept the order in strict accordance with this clause. The seller hereby declares that unless the seller issues a written consent, it refuses to accept any purchase order or document that is inconsistent with or added to the provisions of this contract.
Not for Resale and/or Sublicense. THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF PEOPLE’S REPUBLIC OF CHINA. The United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement. It is irrevocably agreed that any disputes which may arise out of or in connection with these terms and conditions shall be submitted to the China International Economic and Trade Arbitration Commission Shanghai Commission for arbitration and that accordingly any suit, action or proceeding arising out of or in connection with these terms and conditions shall be brought in such arbitration tribunal. Customer agrees and represents that it is buying for its own internal use only and not for resale to any third party.
The seller negotiates prices in different ways (such as quotation), and confirms the final transaction price based on the order response. Before transshipment, if the product specifications, quantity, shipping arrangement, delivery date or other conditions change, the seller can adjust the price. The final price is subject to the invoice issued by the seller.
4. Payment and quotation validity period
The payment terms are determined by Yanlan. Unless the credit terms have been accepted by Yanlan, product payment should be made by check, wire transfer or other payment methods accepted by Yanlan. Yanlan can issue separate invoices for some products on the order. Before being accepted by Yanlan, any order does not have any binding force on Yanlan. Any quotation provided by Yanlan is only valid within the period stated on the quotation
5. Cancellation and adjustment
The buyer can cancel or adjust the order according to the following trading rules:2 weeks before delivery;
In addition to the above regulations, specific cancellation and adjustment terms apply to specific products, and the seller will negotiate with the buyer when accepting the order.
6. Force Majeure
YANLANMC will not be under any liability of whatever kind for non-performance in whole or in part of its obligations under the contract due to causes beyond the control of YANLANMC or beyond the control of YANLANMC ’s suppliers including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, terrorism, insurrection, riot or other acts of civil disobedience, acts of Customer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire,explosion, flood, tempest or other acts of God, delay in delivery to YANLANMC or YANLANMC ’s suppliers or shortage of labour, fuel, raw materials or machinery or technical failure. In any such event, YANLANMC may, without liability, cancel or vary the terms of this agreement including, but not limited to, extending the time for performing this agreement for a period at least equal to the time lost by reason of such causes.
7. Adjustments/Return Policy
Under the premise of accepting the specific terms and conditions stipulated by Yanlan or distributors, customers have the right to return unopened stock products. Yanlan may allow conditional or non-return of the products sold under this agreement. Unless it is a defect under the applicable warranty, non-stock products cannot be returned.
8. Quality Assurance
The seller guarantees to the buyer that the specifications of all products match the seller’s official indicators. The guarantee is valid within 12 months after delivery by the seller or the seller’s authorized distributor.
9. Limitation on Liability
YANLANMC DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. NOTWITHSTANDING, IF YANLANMC SHALL BE LIABLE TO CUSTOMER FOR ANY MATTER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, THEN THE AMOUNT OF DAMAGES RECOVERABLE FROM YANLANMC SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO YANLANMC UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE INCIDENT GIVING RISE TO YANLANMC ’S LIABILITY. YANLANMC WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.