Allgemeine Geschäftsbedingungen

1. Goods to Be Provided

QINGDAO CHONTAN INDUSTRY CO.,LTD agrees to sell to Customer, on the terms and conditions stated herein, the materials and related items (the "goods") identified in CHONTAN's quotation to Customer. Customer is solely responsible for determining whether the goods listed are the correct types and/or sufficient in number to meet Customer's needs and/or requirements. CHONTAN's offer to sell is based on customer approval of CHONTAN standard product drawings or submittals, and not in accordance with any plans and specifications, unless agreed to in writing by a duly authorized representative of CHONTAN.

2. No Additional Terms of Sale

Customer's acceptance of CHONTAN's quotation is limited to these Terms and Conditions of Sale. Any new or different terms or conditions stated or proposed by Customer in its acceptance of CHONTAN's quotation or in any accompanying or related purchase order or other document are hereby rejected by CHONTAN and shall not be binding upon CHONTAN. The entire contract is embodied in this writing. This writing constitutes the final expression of the parties' agreement, and it is a complete and exclusive statement of the terms of that agreement.

3. Payment Terms

CHONTAN may require payment in full prior to manufacture or shipment of any goods. If CHONTAN agrees to provide materials on a "Cash on Delivery" basis, payment in full is due upon arrival of CHONTAN's equipment, prior to setting of product or unloading of trucks. Credit sales will be made only after receipt of a signed CHONTAN credit application and written credit approval by CHONTAN's sales manager. On all credit sales, payment in full is due within 30 days after Customer's receipt of materials or services. Customer agrees to pay a service charge of 1.5% per month on all invoices not paid when due. At its option, CHONTAN may decline to make delivery or shipment to Customer if any invoice remains past due. Customer waives and releases any claim against CHONTAN for loss or damage allegedly sustained by Customer as a result of CHONTAN's refusal to make delivery or shipment under such circumstances. All payments shall be made in U.S. dollars and, unless otherwise designated by CHONTAN in writing, shall be sent to CHONTAN.

4. Price

The price(s) stated in CHONTAN's quotation to Customer are firm for 30 days. The prices stated in CHONTAN's quotation are subject to sales and use tax. Customer shall reimburse CHONTAN for all sales and use taxes imposed upon: (a) the sale of the goods; and/or, (b) the use of any materials consumed by CHONTAN; and/or, (c) the sale of any fixtures or equipment incident to this contract. Prices are subject to delivery charges unless quoted as delivered (see shipping code definitions on quotation). CHONTAN reserves the right to increase the cost of delivery or shipment if Customer increases mileage or number of trucks specified in the original quotation. Prices quoted are based on quantities indicated, and on customer acceptance of the entire quote. CHONTAN reserves the right to accept or reject partial orders.

5.Time for Performance

CHONTAN will endeavor to meet any reasonable shipping date(s) requested by Customer. However, CHONTAN does not guarantee that the goods will be furnished by any particular date. All shipping dates stated or indicated are estimates only and are based upon conditions known at the time the dates were stated or indicated. CHONTAN shall not in any event be liable for any loss or damage sustained by Customer on account of failure to meet any delivery or shipping date.

6. Delivery

Customer or its designated representative shall be prepared to unload, receive, and accept the goods at the time specified on the order. Customer shall provide assistance in delivering the goods, including but not limited to assisting in backing and directing CHONTAN's truck at the delivery site, providing access to the delivery site that is acceptable to CHONTAN, and providing a setting location for the truck, crane or other delivery equipment that is acceptable to CHONTAN. CHONTAN shall not be liable for any property damage arising from or related to delivery of the goods, including without limitation damage to sidewalks, curbs, fences, or landscaping. All excessive unloading or stand-by time, resetting or re-delivery will be charged for at the current hourly or mileage rates of the equipment involved. If for any reason CHONTAN cannot set the goods at the time of delivery, Customer shall be responsible for setting the goods by other means, at no cost to CHONTAN.

7. Returns

The goods shall not be returned for credit without prior written authorization and approval by a duly authorized representative of CHONTAN. A minimum handling charge of 15% plus actual shipping or delivery costs shall be made on all goods returned to compensate for costs of accounting, reconditioning, restocking and delivery, except when due to fault or error of CHONTAN. No credits shall be allowed on used, damaged, custom, specially ordered or specially manufactured goods. Customer shall bear the cost of any labor, damage or transportation associated with return of the goods.

8.Equipment

Unless otherwise agreed to in a writing signed by a duly authorized representative of CHONTAN, equipment belonging to CHONTAN cannot be left at any job site for the purpose of unloading or setting by others.

9. Project Information

Customer agrees to furnish to CHONTAN promptly upon request all project information necessary for CHONTAN to perfect or provide notice of its mechanic's lien, stop notice, and/or payment bond rights.

10. Force Majeure

CHONTAN will not be liable for any delay or for failure to perform its obligations hereunder resulting from any cause beyond CHONTAN's reasonable control including, but not limited to: Customer's failure to timely supply CHONTAN with necessary data or specifications; any changes in such data or specifications at Customer's request; fires; explosions; floods; acts of God; epidemics; quarantine; embargoes; strikes; work stoppages or slowdowns or other industrial disputes; accidents; riots or civil disturbances; acts of civil or military authorities; inability to obtain any license or consent necessary in respect of any the goods; inability to obtain equipment, materials, labor, fuel or supplies; and delay by suppliers or material shortages.

11. Limited Warranty

For a period of one year from the date of shipment or delivery to Customer, CHONTAN warrants all of the goods which it has manufactured to be free of material defects. If any such goods are found to be materially defective during the warranty period, CHONTAN agrees to, in its sole discretion, repair or replace the defective goods without charge to Customer. Customer's remedy with respect to such goods is limited to repair or replacement. For goods not manufactured by CHONTAN, Customer agrees to accept as its sole remedy the warranty, if any, offered by the manufacturer or manufacturers of such goods.

AS TO ALL GOODS SOLD BY CHONTAN TO CUSTOMER, THE WARRANTY DESCRIBED IN THIS PARAGRAPH SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CHONTAN SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER THE CUSTOMER'S CLAIM IS BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

12. Indemnity

Customer is solely responsible for the selection, installation, and use of the goods. Therefore, to the fullest extent permitted by law, Customer agrees to defend and indemnify CHONTAN from and against any claim for loss or damage, including attorneys' fees and experts' or consultants' fees, arising from or relating to such selection, installation, and use. This indemnity applies regardless of any active and/or passive negligent act or omission on the part of CHONTAN or its employees; provided, however, Customer shall not be obligated to indemnify CHONTAN for the sole negligence or willful misconduct of CHONTAN or its employees.

13. Risk of Loss

The risk of loss shall pass to Customer based on the applicable shipping code:

"Delivered and Set": Risk of loss shall pass to Customer when CHONTAN's delivery truck has unloaded the product.
"Delivered - F.O.B. Truck": Risk of loss shall pass to Customer when CHONTAN's delivery truck arrives at Customer's jobsite.
"Delivered and offloaded": Risk of loss shall pass to Customer when CHONTAN's delivery truck arrives at Customer's jobsite.
"F.O.B. CHONTAN Yard": Risk of loss shall pass upon tender of delivery of the goods to a common carrier or Customer's truck. Buyer shall procure and maintain insurance on the goods sufficient to protect its interests.

14.Dispute Resolution

All disputes arising from or relating to these Terms and Conditions of Sale and/or the furnishing of any goods by CHONTAN to Customer shall be heard and decided exclusively in the state or federal court where the delivery or pick up of the Product(s) is located. The construction, interpretation and performance of this order and all transactions hereunder shall be governed by the laws of the state where delivery or pick up the Products is located, without regard to its choice of law principles. These Terms and Conditions of Sale (the "Terms") apply to all quotations and sales by CHONTAN's products, materials, services, components, accessories, and panels (collectively, "Products"). No terms or conditions other than those stated in these Terms, and no agreement or understanding, oral or written, purporting to modify these Terms, whether contained in a purchaser's purchase forms or elsewhere, will be binding on CHONTAN unless signed by an authorized executive manager of CHONTAN. Customer consents to these Terms for all Products. In any legal proceedings, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

15. Submittals and Tests

CHONTAN reserves the right to charge customers for the cost of submittals, engineering or tests that are in addition to those customarily provided.

16. Custom Products

CHONTAN will charge customer for any work completed at the time of cancellation of a custom or special order. All custom orders will be invoiced to customer if not released for delivery within 30 days past estimated date of delivery.

17. Storage Fees

For every month beyond the requested manufacture date that the product remains in CHONTAN's possession, a fee of 3% per month of total sale price of product will be added to the invoice total due upon final delivery/pick up.

18. Invoice Date

Customer will be invoiced for product at either, date of delivery or 60 days past date of originally requested delivery/pick up date.

SHIPPING POLICY

The customer will be prepared to receive products at the specified delivery time. Excessive unloading or stand-by time, resetting or re-delivery not caused by CHONTAN will be charged at the hourly rate for the equipment involved.
Equipment belonging to the company cannot be left at any jobsite for the purpose of unloading or setting by others unless previously agreed to in writing between CHONTAN and the customer.
Carriers are responsible for goods lost or damaged in transit. Damages or shortages should be indicated on the carrier's delivery receipt and any claims should be made in writing directly to the carrier.
All products are to be delivered in the number of trips specified. Charges will be added for additional trips.

SHIPPING CODE DEFINITIONS

Code #1 - DELIVERED

Quoted prices include product delivery subject to the following provisions:

Customer will be solely responsible for all site work associated unloading products unless specifically referred to in writing.
Some products require assistance from the customer in setting (generally one or two laborers). Contact CHONTAN for the specific requirements of each product.
Since site conditions, products, and delivery equipment vary, the logistics must be considered to determine the best approach for setting the product.

NOTE: If for any reason CHONTAN cannot set the product, CHONTAN will not be responsible, or charged, for setting by any other means.

Code #2 - DELIVERED AND OFFLOADED:

Quoted prices include product delivery to the job site and unloaded from our truck subject to the following provisions:

CHONTAN will provide driver services and a means of unloading products.
The customer will provide an acceptable location for unloading and storing products, and the means for setting the product in the permanent location.

Code #3 - F.O.B. - CHONTAN YARD:

Quoted prices include product loading on customer or common carrier trucks in the yard subject to the following provisions:

Customer will be responsible for any additional charges, including charges for freight, shipping, delivery and setting.
Customer or common carrier will be responsible for tie down, dunnage, pallets, etc., unless specifically referred to.
Yard location will be addressed in section one of the quotation.

Code #4 - OTHER AS SPECIFIED:

If not specified in section one of this quotation, please consult our office for more specific information or written clarification.