Support
My Cart

General Sales Terms & Conditions

For all deliveries and services, the following Selling and Delivery Terms apply. Other terms and oral agreements are only valid if they have been confirmed in writing by SYNCRO Management Consulting (Shanghai) ltd, hereinafter as “SYNCRO”. NESDRA is a registered trademark of SYNCRO.

1

OFFERS AND CONCLUSION OF CONTRACTS

1.1

Contracts are only concluded by an offer from SYNCRO to the Customer and a written order confirmation from SYNCRO. Placing order at www.nesdra.com online system confirms to this requirement.

1.2

For the scope and the details of the offer and subsequent contract a written confirmation from SYNCRO is decisive. Any alterations, additions or oral agreements are only binding upon written acknowledgment by SYNCRO. Prices in offers are only valid for duration of 30 days. Upon expiry of the offer written confirmation by SYNCRO is required.

1.3

The information supplied in printed leaflets, offers and confirmations of orders, such as descriptions, illustrations, drawings, measurements and weights are based on careful ascertainment but represent approximations only; unless it is explicitly stated, they should not be taken as binding to the largest extent as allowed by the laws and regulations.

1.4

Surpluses or shortages in weight, falling within the limits customary in the trade, do not entitle the Customer to raise objections or demand reductions.

1.5

Packaging of delivery occurs according to the usage of trade taking into account the necessary way of transportation.

1.6

In regard to quotations, drawings or other documents SYNCRO reserves title and intellectual property rights; it is prohibited to pass these on to any third party. The same applies to information which is designated as “confidential”. In case of Customer’s violation of this article, SYNCRO is entitled to claim a liquidated damage of contract value; if such liquidated damage is not sufficient to make up for the actual losses incurred to SYNCRO, Customer shall compensate for the difference.

1.7

SYNCRO reserves the right to change or to modify the scope of delivery if these are improvements; if the Customer has any dissent to such modification, the Customer shall issue a written document within ten(10) days after receipt of SYNCRO’s notice; otherwise it will be deemed as the Customer’s acceptance of such modification.

2

PRICES

2.1

Unless otherwise agreed the prices are quoted ex-factory and exclude packing, loading costs, transportation and insurance. Statutory VAT is to be added.

2.2

Should the prices of the material required for manufacturing or the related costs like wages, foreign currency risks, tariff changes, inflation or money procurement costs of the scope of delivery change during the delivery and assembly, SYNCRO reserves the right to change prices. Customer shall accept such price change if it is reasonably corresponding to the relevant cost increase, and Customer shall make written dissent within 10 days after receipt of the changed price raised by SYNCRO; otherwise, it shall be deemed that Customer accept such changed price.

3

PAYMENT TERMS

3.1

SYNCRO terms of payment are net; payments should be made in RMB to SYNCRO´s designated bank account.

3.2

The contractual amount has to be secured by a letter of credit. The letter of credit extinguishes only after full payment. The duration of the letter of credit has to cover the necessary time for delivery and acceptance. In case the letter of credit covers not the delivery time including the acceptance and the letter of credit expires earlier, the Customer is obliged to prolong the letter of credit for 180 days.

3 months prior to the elapse of the letter of credit and to inform SYNCRO about the prolongation. The same applies correspondingly for further prolongations. In case the Customer fails to prolong or to notify SYNCRO about a prolongation, SYNCRO is entitled to pursue rights and to require the outstanding payment. If the Customer fails to issue the Letter of Credit or prolong or to notify SYNCRO about a prolongation thereof, then SYNCRO is entitled to claim a liquidated damage, equivalent to RMB 250 per day of delay. If such liquidated damage is not sufficient to make up for the actual losses incurred to SYNCRO, Customer shall compensate for the difference.

3.3

If further credit is granted or if payment is delayed, SYNCRO shall charge penalty for the period of the delay at the rate of 0.05% of contract value per day. In case the payment date is not adhered to, SYNCRO reserves the right to suspend delivery or to demand further securities. The liability and consequence of delay in delivery shall be borne by Customer.

3.4

The Customer may not withhold or offset payments save these are uncontested and agreed by the parties or subject to a legally binding Court decision.

3.5

The acceptance of bills and checks occurs only in lieu of payment, the costs are borne by the Customer. Bills and checks can only be perceived as payment if honored.

3.6

Costs of installing and assembly are payable immediately on receipt of the payment notice.

4

DELIVERY TIME

4.1

The delivery time commences upon dispatch of the order confirmation, but not before the procurement of documents of customer like approvals, releases and the necessary prepayment.

4.2

Readiness for delivery is announced to the Customer. The delivery time may be extended for a reasonable period if and insofar the Customer did not fulfill his payment obligations, in particular did not affect agreed payments. In case of culpable postponement of delivery by the Customer, SYNCRO is entitled to claim liquidated damages in the amount of 1% of the order value per month. The Customer is entitled to provide evidence for a lesser liquidated damage, which is subject to SYNCRO’s confirmation.

4.3

Unforeseeable events, over which SYNCRO or sub-suppliers have no control, in particular force majeure, industrial actions, strikes or lock out, diseases prolong the delivery date, and neither party shall be liable for such unforeseeable events. The same also applies if the approval of authorities or other parties for the execution of the order or the specifications of the Customer are not received in time. SYNCRO shall inform the Customer about the begin and end of such unforeseeable events.

4.4

No compensation for damages in lieu of performance and reimbursement of expenses is due by SYNCRO unless in cases of gross negligence or wrongful intent of in case of violation of core duties.

4.5

Delivery in installments is permitted.

5

DISPATCH AND RISK OF LOSS

5.1

Dispatch occurs for the account and upon risk of the Customer.

5.2

Upon leave of our factory, the risk of loss is transferred to the Customer, even if they are shipped post-paid F.O.B. or F.O.R even if SYNCRO had agreed to take over additional costs like costs for delivery.

5.3

Should the delivery be delayed due to fault of the Customer, the risk is to be transferred to him as from the day the goods were ready for dispatch.

5.4

Insurance against damage in transit will be provided at specific request of the Customer and at his expense. The Customer is obliged to insure the goods himself without being specifically requested to do so by SYNCRO.

5.5

Transportation equipment (wooden supports, racks etc.) as well as packing material are charged at net costs. SYNCRO takes back no such material.

5.6

The unloading is the responsibility of the Customer.

5.7

Any irregularities arising out of the transportation are to be reported to SYNCRO in writing on receipt of the goods with undue delay.

6

ACCEPTANCE

6.1

In case of culpable postponement of the delivery by the Customer, SYNCRO is entitled to claim liquidated damages in the amount of 1% per month of the order value. The Customer is entitled to provide evidence for a lesser liquidated damage which is subject to SYNCRO’s confirmation.

6.2

Acceptance is documented both by Customer and SYNCRO in writing.

6.3

In case the Customer fails to cooperate in regard to acceptance after written notification of the readiness for acceptance, acceptance is deemed as having taken place, and the relevant payment immediately falls due.

6.4

The Customer is not entitled to use the goods for production purposes prior to acceptance. Any production which takes place is deemed as approval of the goods and acceptance.

6.5

Minor defects which do not impair the performance of the goods cannot justify a refusal of acceptance. Defects are to be documented in the protocol.

6.6

The Customer is obliged to make the inspection within the designated time as specified in the notification of the readiness for acceptance the goods. In case the Customer finds any defects thereof, it shall make written objection to SYNCRO within two weeks after receipt of goods; otherwise, the Customer is deemed to have approved and accepted the goods, and the relevant payment immediately falls due.

7

LIABILITY FOR DEFECTIVE GOODS AND COMPENSATION

7.1

Defects are to be reported to SYNCRO in writing within two weeks after receipt of goods.

7.2

A prerequisite of SYNCRO´s liability is faulty construction or defective workmanship. In regard to defective material SYNCRO can only be held liable to the extent that the defect is attributable to SYNCRO and not attributable to proper care and attention by Customer or any third party.

7.3

In regard to damages due to wear and tear, no liability is assumed. The same applies to faulty or careless treatment, excessive use, application apart from designated use and unsuitable means of operation by Customer or by any third party.

7.4

In regard to modifications deemed necessary to SYNCRO as well as for the delivery of spare parts, Customer has to grant to SYNCRO the necessary time and opportunity free of charge and furthermore to avail the necessary resources upon request.

7.5

Irrespective of a contractual and legal obligation SYNCRO cannot be held liable for changes, rectifications or maintenance of the goods by the Customer or any third party, and the warranty period immediately expires upon the occurrence of the same.

7.6

SYNCRO equally assumes no liability or warranty for assemblies or acceptance of any third party unless there is a mandatory contractual or legal obligation.

7.7

Warranty, which is generally 12 months from the day of delivery unless differently stated for some key components, is rendered by rectification or replacement of defective parts within the sole discretion of SYNCRO. The Customer is obliged to store all diagrams of the gauge or other instruments and to avail these to SYNCRO. In case a notified defect turns out not to be justified, or not attributable to SYNCRO, SYNCRO may charge the related costs to the Customer.

7.8

Compensation claims of any nature, for indirect or consequential damages, especially for loss of profits are hereby excluded. This is not applicable in case there is wrongful intent, gross negligence, a violation of life, bodily injury or the violation of an essential duty or a violation of the product liability law. In such cases the damage is limited to the contract related typically occurring foreseeable damage. Any liability is limited to the order value.

7.9

All contractual claims of the Customer are time-barred within twelve (12) months.

8

RETENTION OF TITLE

8.1

SYNCRO retains title to the goods delivered until all payments for delivery have been received.

8.2

Before full payment by the Customer, the Customer may neither pledge the goods or assign them as collateral. If the goods are pledged or seized or other restrictions are imposed up on them by third parties, SYNCRO must be informed without undue delay.

8.3

If goods delivered are combined that they constitute a new commodity, it is agreed that the Customer will transfer a proportionate part of the title and intellectual property right of the new commodity to SYNCRO and will keep the unit in custody on SYNCRO’s behalf.

8.4

In case in country of the Customer there are special form requirements or other provisions, the Customer is obliged to comply herewith.

9

RETURNS

9.1

Services cannot be returned. Parts, on the other hand, can be returned subject to SYNCRO’s return policy and explicit approval of SYNCRO and only in accordance with given transportation instructions. SYNCRO reserves the right to charge the Customer for the cost of returning the goods.

10

PLACE OF DELIVERY, JURISDICTION, APPLICABLE LAW

10.1

The place of delivery and payment is China.

10.2

Legal disputes are settled exclusively at the competent courts in the domicile of SYNCRO.

10.3

The law of the People’s Republic of China applies under exclusion of the UN Sales of Goods (CISG).