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Shenzhen  Paseiki  Technology  Co.Ltd


销售、供货和付款条款/Standard terms of business

(Article 1 - application, contract conclusion)

(All Paseiki's quotations, sales, deliveries and services are subject solely to the following terms. This applies even if Paseiki has not objected to the client's different business terms.)

(These terms form part of all contracts concluded by Paseiki with contract partners in respect of Paseiki's deliveries and services; the award of an order or acceptance of a delivery is deemed to constitute recognition of the terms.)

(Quotations issued by the company Paseiki are subject to change and are not binding. Purchase orders are deemed to have been accepted once they have been confirmed in writing by Paseiki. The delivery and invoice are simultaneously deemed to represent an order confirmation.)

(Article 2 – prices)

(All prices are deemed to be ex-works, excluding packaging and insurance, and excluding the applicable statutory turnover tax.)

(If, following contract conclusion, extraordinary and significant cost factor increases should occur (e.g. raw materials, freight or packaging materials, etc.) in respect of Paseiki or its suppliers, and if these increases should result in a significant increase in the purchase prices or cost prices, Paseiki shall be entitled to demand an appropriate price adjustment from the purchaser.)

(Product prices in the "DV" catalogue may be altered due to fluctuations in exchange rate parity.)

(Article 3 - product description)

佰仕其在其产品目录里面对商品运输和服务的申明(如:重量,直径,实用价值, 装载量, 承受量, 技术指数等)为大概的范围。佰仕其提供的仅为对产品的描述而非对商品属性的绝对承诺或保证。在不完全影响到合同所规定的产品的目的性用途的情况下,在不违背一般国际惯例的原则下,变更相应的指标是允许的。
(Paseiki's statements regarding the subject of the delivery and service (e.g. weight, dimensions, utility values, loads, tolerances, technical data etc.), as well as product illustrations in catalogues, are only approximately definitive. They represent descriptions rather than guaranteed attributes. Deviations or changes in accordance with ordinary trade usage, which occur as a result of statutory regulations or which represent technical improvements, are permissible as long as they do not adversely affect the product's usefulness for the contractually intended purpose.)

10% 上下的差量被认为是容许的。佰仕其保留分期交货的权利。
(A quantity tolerance of +/- 10 % is deemed to be conceded. Paseiki reserves the right to make partial deliveries.)

(Article 4 - payment and settlement)

(Invoice amounts are payable within 7 days with a 2% discount, or within 30 days without deduction, unless otherwise agreed in writing. The date of payment shall be determined by the date on which it is received by Paseiki. Cheques, bills of exchange and transfers will only be considered as paid once they have been cleared or credited to Paseiki's account.)

(Retention on the basis of the purchaser's counter-claims, or offsetting against such counter-claims, is only permitted if the counter-claims in question are undisputed or have been legally determined and can no longer be appealed.)

(In the case of small orders up to 75 USD, Paseiki reserves the right to levy a processing fee of 10 USD.)

(Paseiki's representatives are not entitled to collect monies due unless they are explicitly authorized to do so.)

(Article 5 - reservation of title)

(The goods delivered shall remain the property of the company Paseiki until all claims deriving from the business relationship, including ancillary claims and damage compensation claims, have been paid, and until all cheques and bills of exchange have been cleared.)

(Until revocation, the party placing the purchase order is entitled to resell the goods in respect of which there is reservation of title in the context of normal business dealings, but is not permitted to pledge the goods, to transfer ownership by way of security or to make a fiduciary assignment in respect of the goods.)

(The purchaser at this point already assigns to Paseiki any claims deriving from resale of the goods in respect of which Paseiki reserves title; Paseiki accepts this assignment. Until revocation, the purchaser is entitled to collect the assigned claims.)

(If the value of the securities held by Paseiki exceeds the value of Paseiki's claims by more than 20%, Paseiki is obliged to release such securities if so requested by the purchaser; Paseiki may select the securities in question.)

(If, based on the reservation of title, Paseiki takes back the delivery object, the contract will only be deemed to have been repudiated if Paseiki makes an explicit declaration in this regard.)

(The purchaser is obliged to insure the goods in respect of which Paseiki has reserved title against damage, and to bear the associated costs.)

(Article 6 - delivery / transfer of risk)

(Agreed delivery clauses are to be interpreted in accordance with the Incoterms applicable at the time of contract conclusion.)

(If there is no specific delivery clause in the contract, the delivery object will be deemed to be delivered "ex works" (EXW).)

(If, in the case of an EXW delivery and at the request of the purchaser, Paseiki undertakes to ship the delivery object to its destination location, the transfer of risk will, at the latest, take place at the time when the first shipper takes delivery of the goods in question.)

(Unless otherwise agreed, partial deliveries are permitted.)

(The shipping method and packaging shall be decided by the company Paseiki.)

(On receipt, the purchaser is obliged to check the goods for damage and freedom from defects. A complaint must be lodged in respect of defective or incorrect deliveries, or delivery shortfalls, within 7 days of receiving the goods at the latest; otherwise the goods will be deemed to have been approved.)

(If the purchaser causes shipping to be delayed for more than a month after being notified of shipping readiness, Paseiki may levy a warehousing fee of 0.5% of the delivery price for each month commenced, not however exceeding 5%. The contracting parties shall remain free to prove higher or lower warehousing costs.)

(The delivery time stated by Paseiki is not binding. Events representing force majeure, breakage or machine damage, delays in the delivery of raw materials or other substances shall release Paseiki from the need to observe the stated delivery time, and shall not result in dissolution of the contractual relationship. The purchaser shall remain bound by the contract and is, under all circumstances, obliged to accept the goods. If contract performance should prove impossible, Paseiki shall be released from its delivery obligations.)
(In the event of delays, the purchaser must set Paseiki a subsequent deadline of at least 12 weeks.)

(Article 7 - defects)

(In the case of a verifiably defective delivery, Paseiki may chose whether to rectify the defect or to deliver a replacement. If the defect rectification or replacement delivery fails, the purchaser may - ruling out all further claims of any kind, and regardless of the legal bases therefore - choose to either repudiate the contract or demand a reduction.)

(If returning goods, the purchaser is obliged to observe Paseiki's stipulations (return confirmation / complaint with a request to return the test report containing all data and features of note, and including samples, within 15 working days).)

(Any further claims on the part of the purchaser in respect of quality defects are ruled out to the extent legally permitted, unless relating to the absence of guaranteed attributes.)

(Quality defects shall become statute-barred 12 months after the initial transfer of risk.)

(Quality defects must always be acknowledged in writing.)
(In the case of attribute guarantees intended to protect the purchaser from the risk of any damage as a consequence of defects, Paseiki shall be liable for damage compensation in accordance with the provisions of statutory regulations. However, this liability is limited to typical and predictable damage.)

(Article 8 – liability)

(Claims against Paseiki, or persons employed in performing an obligation for which Paseiki is vicariously liable, or Paseiki's vicarious agents, relating to compensation for damage as a consequence of defects, as well as damage compensation claims relating to impossibility of performance, non-performance, the absence of guaranteed attributes, culpable breach of contract, culpability when concluding the contract, and prohibited actions are ruled out unless the damage was the result of premeditation or gross negligence.)

责权限制不适用以下情况:a) 源自于旨在保护客户免除货物因过失造成的损坏的风险的承诺书的申明;b) Paseiki违反契约规定,其行为违反了合同核心部分(主要职责)c) 中国商品责任法案规定,
(This limitation of liability does not apply if a) damage compensation claims are derived from a guarantee of attributes intended to protect the client from the risk of damage as a consequence of defects; b) Paseiki is in breach of contractual obligations the performance of which is vital to orderly contract performance (cardinal obligations); c) the China Product Liability Act stipulates liability for damage to persons or property in the case of defects in respect of the delivery object, and relating to privately used objects. If, in such cases, minor negligence is present, Paseiki shall only be liable for contractually typical damage which could be reasonably predicted.)

(Article 9 - flat-rate damage compensation)

(In the event that the purchaser unjustifiably repudiates the contract, or does not meet his acceptance obligation, or is in arrears of over 30 days in respect of payments due, Paseiki is entitled to demand damage compensation for non-performance. The same applies if, for other reasons, Paseiki has the right, as a result of statutory provisions, to repudiate the contract, or has the right of extraordinary termination, and has availed of this right.)
在这样的情形下, 佰仕其有权利要求20%的原货物购买价值作为损害赔偿, 并且没有必要确认损害。然而, 在特定案例下,客户有权利要求减少赔偿额。
(In such cases Paseiki is entitled, without prejudicing its right to enforce a higher actual level of damage compensation, to demand 20% of the (gross) purchase price in the form of damage compensation, whereby there is no need to verify the damage. However, the client shall be entitled, in individual cases, to verify a lesser amount of damage.)

(Article 10 – tools)

(Tools and equipment shall remain the property of Paseiki under all circumstances, even if they have been invoiced and paid for on a pro-rata basis.)
(Paseiki reserves the right to apportion the costs of producing a tool intended for production of a product specific to the client to the client in question.)

(Article 11 - concluding provisions)

(The place of performance is shenzhen china. The legal relations between the client and Paseiki shall be solely subject to the law of the china. Application of the UN Law of Purchase (CISG) is ruled out.)
(If the client is a merchant as defined by the
China enterprise qualification, the legal venue for both parties shall be Shenzhen or, if so requested by Paseiki, the client's principal place of business.)
(Should a provision in the above General Terms of Business be or become ineffective, the remaining provisions shall not be affected thereby. The parties undertake to replace an ineffective provision with an agreement which most closely approximates to the commercial purpose of the ineffective provision. These Terms of Business shall apply until revoked.)