General Conditions of Sale
- This General Conditions of Sale (hereinafter referred to as "GCS") shall apply to written contracts or any other types of agreements such as price lists or order confirmations as existing between Scientific Gear Service Co., Ltd. (hereinafter referred to as the "Supplier") and the Buyer.
- Any product as supplied under this GCS is called as the “Product.”
- This GCS shall not be changed or amended unless the parties agreed in writing otherwise.
- Unless it is made in writing, any notice from the Buyer that may have legal effects to the supplier shall be deemed void.
B. Contract Formation
- Any quotation made by the supplier shall not be binding on the supplier until said offer is formally accepted.
- Supplier hereby reserves the rights, without being held for any liabilities, to amend any typographical, clerical or other errors or omissions in sales brochure, price list, quotation or its acceptance, invoice or any printed document issued by the supplier.
- Buyer's purchase order is deemed as a binding offer and the supplier is entitled to accept said offer within fifteen (15) days of receipt of such order.
- Any acceptance of an offer shall be confirmed in writing, otherwise it shall not be legally binding.
C. Price and Additional Charge-Out Fees
- All prices as proposed by the supplier are EXW (excluding taxes).
- Unless the parties agreed in writing otherwise, the buyer shall pay the price to the account as designated by the supplier within fifteen (15) days after a binding contract is formed.
- All fees as well as expenses as incurred during the transaction process, such as taxes, fees, freight, or storage, shall be borne solely by the buyer.
- The customized products as manufactured according to the customer's specifications are subject to the no-return policy. If the improvement is not as expected, the price reduction may be available after the parties’ further agreement.
- Except for the customized products as stipulated within the above provision, any return price reduction or exchange shall be subject to the prior written consent of the supplier, and a minimum re-testing inventory fee equivalent to 25% of the purchase price will be charged accordingly.
- Any terms concerning the type, quantity, place of delivery, and date of delivery of this product shall be recorded in writing.
- In case of late delivery or damage in transit, the risk is deemed to pass to the buyer when the product is surrendered to a freight agent, carrier or an appointed goods carrier.
- Buyer shall provide appropriate shipping instructions for product delivery. In absence of such instructions, Supplier may accordingly arrange for such shipping and insurance, and invoice Buyer for any actual expenses. Alternatively, it may subject to the supplier's most current shipping and insurance schedules and shall be at Buyer's expenses.
- If such late delivery is resulting from causes beyond its control (force majeure), the supplier shall not be liable for such delay.
- If a late delivery is resulting from causes attributable to the buyer, the supplier shall not be held liable for the delay. Under such circumstance, the supplier shall be entitled to compensation for the resulting losses as well as any additional expenses (i.e., storage fees).
- All shipments of this product are subject to the export and import laws of each country.
- After signing the contract, the supplier shall be entitled to refuse to perform the delivery obligations if there exists a high risk on buyer of being unable to pay the price before the agreed due date, such as filing for bankruptcy, reorganization, procedures such as creditors’ meeting, provisional attachment, refusal of payment of bills.
E. Inspections and Acceptance
- Upon receipt of the Product, Buyer shall inspect the Product promptly to determine if it has received all the products ordered and is free from defects not detectable by ordinary inspection.
- If there is a defective product claim, the buyer shall notify the counterparty within thirty (30) days upon receipt of the product, otherwise the buyer shall be deemed to have accepted the product without protest.
- In accordance with this GCS, Supplier warrants that the Products may be free from defects in workmanship or materiality under normal use conditions for a period of twelve (12) months running from the date of delivery by Supplier to Buyer.
- If there’s any consumable material or component within the product, a warranty claim may only be raised against the supplier only if such used consumable material or component are certified by the supplier.
- If there exists evidence that the defects of the product may be attributable to the buyer, the supplier shall not be liable for warranty if the buyer may be reckless, misusing the product or negligent.
- If the product has defects that is attributable to the supplier, the supplier may choose to repair said product in its factory. In this regard, both parties shall negotiate to allocate the related expenses of transportation, disassemble the defective product (or part thereof), and return to the supplier.
- The product (or its parts thereof) as returned to the supplier under warranty shall be approved in advance by the supplier and a warranty processing number shall be obtained accordingly.
- If the supplier consents to provide on-site services (such as installation, fault detection and/or troubleshooting), such service along with travel fees shall be charged separately to the buyer, but it shall not fall within the scope of warranty born by the supplier.
- The warranty period of this product (or part thereof) shall not be extended for the parts repaired or replaced due to the supplier's warranty liability.
- Buyer shall indemnify and hold Supplier harmless from any claim against Supplier in connection with the installation, integration, or disassembly of this Product by a third party.
G. Limitation of Liability
- Unless agreed otherwise within this GCS, Supplier shall be exempt from liabilities arising out of non-conforming specifications, defects, late delivery, or products.
- Neither party shall be liable to the counterparty for any incidental or indirect damages, such as loss of profits/data/contractual opportunities, reduction in production, costs of hiring consultants, equipment costs and any equivalent costs or losses, regardless of whether such damage or loss is related to the delivery of this product.
- This limitation of liability shall not be applicable if a contracting party is thereby found intentional or has gross negligence.
H. Torts Liability
- If there’s an infringement claim notice as received by the buyer from a third party, the buyer shall notify the supplier promptly. In such circumstance, the supplier shall be entitled (but not required) to join or assist in the defense against said third party at its own expenses.
- Without a supplier's prior written consent, any settlement existing between a buyer and a third party shall not be legally binding or against supplier.
I. Governing Law and Dispute Resolution
All disputes arising out of this GCS and related contracts shall be governed by and construed in accordance with the laws of the Republic of China (Taiwan). The Parties hereby consent to the venue in the District Court of Hsinchu, Taiwan, as its first instance of court with competent jurisdiction.