Terms of Service
These Terms of Service (“Terms”) apply to all products and services offered by Shouhuo Corporation (“Company” or “we”).For the purposes of these Terms, “Customer” means the buyer of the Company’s goods or services.
- Acceptance of the Company’s Terms of Service
The Client has read and understands these terms.The Client agrees that:
(i) the Customer accepts these Terms (including the Customer’s Order) in writing;
(ii) the Customer accepts any goods or services from the Company; or
(iii) the Customer’s payment for any goods or services, shall be deemed to be the Customer’s acceptance of these Terms as the only terms and conditions applicable to the contract between the Company and the Customer.The Customer expressly acknowledges and agrees that all terms and conditions proposed by the Customer which differ from or are in addition to these Terms shall be null and void as against the Company, that the Company expressly rejects these Terms and that they do not form part of the contract between the Customer and the Company.No variation of any of these terms shall be effective unless agreed to in writing by the CEO of the Company or his designated representative.
- Non-Consumer Sales
Customer acknowledges that Company is not in the business of selling its products and services to consumers.Customer warrants and represents to Company that:
(a) The Customer is purchasing the Company’s products and services for business or commercial purposes only;
(b) The Customer is not a “consumer” as defined by any applicable law or regulation.
- Quotations
All quotations are for information purposes only and do not constitute an offer by the Company.The Customer’s order will not constitute a contract between him and the Company unless it is accepted in writing by the Company and deemed to be accepted at the Company’s offices in [Wuxi].
- PRICES
(a) Published prices do not constitute an unconditional offer to sell and are subject to change at any time without notice.
(b) Unless otherwise specified, Company’s stated prices are E.X.W. (Ex Works) and do not include freight, documentation charges, special packaging, handling, unpacking, installation and/or field adjustment charges.Such costs may be prepaid and billed as separate invoice items.
(c) Where on-site adjustments and commissioning are billed as a separate invoice item, the Company’s time at the Customer’s site is limited to 2 working days (each working day being an 8 hour shift) unless otherwise specified and agreed by the Parties in writing.
(d) Company’s prices do not include any franchise, occupational, personal property, value-added, sales, excise, use, income or any other taxes.Company may add the amount of such taxes to the invoice.Customer shall be liable for all such taxes, whether or not Company has invoiced them.If the tax exemption certificate provided by Customer is determined to be invalid, or if Customer fails to provide a valid tax exemption certificate, notarized affidavit, or other required documentation in a timely manner, any resulting sales, use, import/export, or similar excise taxes may be billed to Customer.
(e) Prices quoted by Company are subject to change after thirty (30) calendar days from the date of the quote, provided prior written notice is given to Customer.The Company reserves the right to withdraw the quoted price by written notice.
(f) In the event of late payment, the Company reserves the right to charge interest at the rate of 1.5% per month or the maximum non-excessive rate permitted by applicable law.
(g) The Customer shall not be entitled to set-off and expressly waives and releases the right of set-off in respect of sums payable by the Company, irrespective of any claim by the Customer against the Company for any reason whatsoever or for any sums payable by the Customer, including but not limited to all claims for damages.
- Payment Terms
All orders are subject to the Company’s evaluation of the customer’s creditworthiness.If the Company determines in its sole discretion that the customer is creditworthy, payment terms will be net 30 days.The Company reserves the right to refuse or suspend delivery at any time due to poor creditworthiness of the customer.If for any reason the Company considers the Customer’s intention or ability to perform to be unreliable, the Company has the unconditional right to demand full payment prior to delivery.
- Delay in delivery due to customer’s request
If the Customer delays delivery, requests the Company to suspend production, fails to provide the Company with sufficient information to process the order, or otherwise fails to deliver, the Company shall have the right, upon notice to the Customer and the Customer’s failure to remedy the situation within fourteen (14) days, to either treat the contract as terminated and resell the Equipment or to invoice the Customer for the Equipment, in which case payment in full shall become immediately due.In either case, the Company will charge the Customer for the handling and storage of all Equipment from the date of the invoice until delivery or disposal of the Equipment.
- Delivery, Splitting and Non-Acceptance
(a) Unless the Company specifically agrees in writing to the contrary, delivery to the Customer shall be at the E.X.W. point of shipment and risk shall pass to the Customer upon delivery to the carrier.
(b) Delivery dates are estimates only.While the Company will endeavor to deliver the Equipment in accordance with the delivery schedule, the Company reserves the right to cancel or modify all delivery dates.The Company shall not be liable to the Customer for any loss or damage, including loss of profits or any direct, indirect, special, incidental, consequential or other damages whatsoever, arising out of such cancellation, modification, late delivery or non-delivery.
- Solvency and Security
(a) Customer represents that it is in good financial standing.
(b) In order to secure Customer’s unpaid purchase price or any other indebtedness of Customer to the Company, Customer hereby transfers the Equipment to the Company and grants the Company a security interest in the Equipment.Customer agrees to execute such financing statements or additional documents or take such other action as Company may reasonably require to perfect such interest and hereby appoints Company as its agent for the purpose of executing such documents or taking such action.
- Substitutions and Changes
(a) Unless otherwise agreed in writing, the Company reserves the right, subject to the Customer’s written approval, to substitute the latest alternative design and/or manufacture of equivalent equipment (on the basis of form, fit and function).
(b) The Customer may, with the express written consent of the Company, change the specification of the equipment or work covered by the Contract.In such event, the parties will negotiate in good faith to adjust the contract price and delivery date.The Company shall be entitled to a reasonable profit as a result of such changes as well as the cost of work and materials required to accomplish said changes.
- Customer’s Obligations
Customer agrees that:
(i) Prior to ordering the Equipment, Customer shall determine the suitability of the Equipment and assumes all risks and liabilities associated therewith;
(ii) The Customer shall use the Equipment properly and follow the Company’s instructions and comply with all safety requirements;
(iii) Customer shall not remove or alter any instructions or warnings on the Equipment or remove or modify any safety devices installed by Company;
(iv) Customer shall use and install the Products in accordance with all applicable laws and codes.Customer shall indemnify and hold harmless Company from and against any costs, claims, damages, judgments, and expenses (including reasonable attorneys’ fees), and defend Company when requested to do so.These costs are incurred as a result of any act, omission or use of equipment by Customer or its employees, agents or clients, or as a result of Customer’s breach of these Terms.The Customer shall notify the Company immediately of any accident or malfunction of the Equipment resulting in personal injury or property damage, and in any event within thirty (30) days, and shall cooperate fully with the Company in its investigation and determination of the cause of the accident or malfunction.
- Cancellation
The Customer may only cancel any undelivered part of an order with the Company’s written approval.If the Customer cancels an order after the Goods have been delivered, the Goods may be returned only with the prior written authorization of the Company.In such circumstances the Customer shall pay to the Company a 25% re-stocking fee, transportation costs and the reasonable cost of repairing all shipped equipment (if damaged).In the event of cancellation by the Customer, the Customer shall pay to the Company the reasonable costs and expenses incurred by the Company prior to the cancellation (including engineering costs and commitments to the Company’s suppliers and subcontractors) and the Company’s usual profit margin on similar work.
- Company’s Compliance with Laws and Regulations
Company does not promise or represent that its services will comply with any national, provincial, federal, state or local laws, regulations, codes or standards.
- Remedies for Customer’s Default
(a) The Company shall be entitled at its option (without prejudice to any other rights it may have against the Customer) to cancel any order or suspend delivery by notice in writing to the Customer on the occurrence of any of the following events:
(i) If any sum owed by the Customer to the Company remains unpaid for a period of 14 days after such notice;
(ii) If the Customer breaches any term of its contract with the Company;
(iii) if the Customer enters into any arrangement with its creditors or files a petition in bankruptcy or if a receiver is appointed over all or part of its assets or if any order for the protection, supervision or regulation of the Customer’s property or the use of its assets is made; or
(iv) the Company determines in its sole discretion that the Customer is of poor credit.
(b) If Company files a lawsuit or takes other legal action to enforce its rights under these Terms, Company shall be entitled to charge Customer the costs of all such lawsuits or other actions, including reasonable attorneys’ fees.
(c) Except as provided above, Company shall have all rights and remedies granted to Seller under applicable law.Company’s rights and remedies are cumulative and may be exercised at any time.A corporation does not forfeit a right because it has not exercised it in the past.
- No waiver
No forbearance or accommodation by the Company to the Client, whether in connection with these Terms or otherwise, shall affect or prejudice the Company’s rights against the Client, nor shall it be deemed a waiver of any of these Terms.
- Interpretation
(a) Headings.Headings in articles are for convenience only and do not affect their construction.
(b) Severability.If any provision of these Terms is held to be invalid or unenforceable, that provision shall be ineffective to the extent of the invalidity or unenforceability, but the remaining provisions shall not be affected.
- Applicable Law and Jurisdiction
The contract between the Company and the Customer shall be deemed to have been entered into in the [People’s Republic of China] and shall be construed and interpreted in accordance with the laws of the [People’s Republic of China].Any action arising out of this contract shall be brought in a federal or state court of competent jurisdiction in the [People’s Republic of China].Customer consents to personal jurisdiction in such courts and waives any other jurisdiction that may be available by reason of presence or otherwise.
