Tianjin Feiyun strives to provide customers with high-quality and thoughtful services to the best of its ability. The following contract terms provide a detailed explanation of the rights and obligations of both parties.
1. General Principles
1.1 Scope of application:
The general sales terms and conditions (hereinafter referred to as "Terms and Conditions") of Tianjin Feiyun Powder Equipment Co., Ltd. (Unified Social Credit Code: 911201105897505086, hereinafter referred to as "Tianjin Feiyun" or "Seller") apply to sales transactions between Tianjin Feiyun and all individuals, buyers, distributors, system integrators, enterprises or other entities (hereinafter referred to as "Buyer") who purchase its products (hereinafter referred to as "Products").
1.2 Protocol Composition:
These terms and conditions, together with the order confirmed and accepted by the seller, constitute a complete and binding agreement between the parties regarding the supply/sale of products, goods or services and the seller's performance of all related work. This agreement will replace all previous written and oral understandings, agreements, negotiations, and communications between the parties.
2. Orders
2.1 Order submission and confirmation process:
The buyer shall submit an order officially signed by their authorized purchasing representative, which constitutes a proposal for the buyer to purchase products from the seller. All orders submitted by the buyer to the seller (including orders issued based on the seller's quotation) must be confirmed and approved in writing by the seller's authorized sales representative and become effective upon receipt of the advance payment. The order should include the following information:
(i) Order number for both parties to track and manage orders;
(ii) Detailed delivery address to ensure accurate delivery of goods;
(iii) If it involves export business, all relevant information required to meet current export requirements must be provided (if applicable).
2.2 Order Change and Cancellation Regulations:
If the buyer needs to terminate or partially cancel an order that has been accepted by the seller for any reason, they must obtain written approval from the seller in advance. Moreover, the buyer shall unconditionally agree to fully compensate the seller for all losses and costs incurred as a result of the termination or revocation, including but not limited to expected profit losses, material costs already invested, and additional expenses incurred due to order adjustments.
2.3 Clause Independence Emphasis
The seller's confirmation and acceptance of the buyer's order, or receipt of payment for the order (including signing and returning a copy of the confirmation letter to the buyer, if any), does not constitute the seller's acceptance of any additional terms and conditions proposed by the buyer, nor does it imply the seller's agreement to any form of modification or amendment to these sales terms and conditions.
3. Goods
The specific name, specifications, and quantity of the goods shall be subject to the sales contract or formal order signed by both parties. The quality standards of the goods will strictly follow the relevant product technical standards and parameter requirements implemented by the seller. The packaging form of the goods shall be based on the packaging state of the seller at the time of factory delivery or shipment, and the buyer shall recognize and accept this packaging form, unless otherwise agreed in writing by both parties.
4. Price of goods
4.1 Both parties shall clearly agree on the price of the goods at the time of contract signing or order confirmation.
4.2 Both parties shall implement the agreed price of the goods. During the performance of the contract, if the price of the goods needs to be adjusted due to changes in costs or market factors, both parties may negotiate and agree separately. However, any price adjustment must be confirmed in writing by both parties and a relevant supplementary agreement must be signed.
The agreed price of the goods in 4.3 is the inclusive price including value-added tax.
5. Delivery of goods and risk transfer
5.1 The delivery location of the goods shall be set at the seller's place of business or the seller's designated warehouse. The buyer shall promptly arrange personnel to pick up the goods at the seller's designated location upon receiving notification from the seller.
5.2 The buyer may pick up the goods from the seller by themselves or designate a legal consignee, and the consignee shall provide valid proof documents at the time of picking up the goods. The buyer shall promptly notify the seller in writing of the relevant information and delivery plan of the consignee in accordance with the address and method agreed upon in this contract before picking up the goods.
5.3 When the goods are delivered to the buyer or the buyer's employees, agents, designated consignees or pickups, transportation companies or courier companies at the seller's warehouse or other agreed delivery location, and the seller has completed the delivery procedures of the goods and actually delivered the goods to the pickers or carriers (CPT), ownership and risk of the goods will immediately transfer to the buyer.
5.4 The seller shall issue a value-added tax special invoice for the goods and send it to the buyer upon delivery to the consignee or carrier.
5.5 The buyer's acceptance of the quality of the goods shall be conducted on the spot upon receipt of the goods. If any problems are found, the buyer shall report them to the seller on site and promptly notify the seller in writing. The buyer may refuse or partially refuse the goods with the above-mentioned problems on the spot, and may accept the goods that do not affect their use after notifying the seller, so that the seller can grasp the situation and improve the service. If the buyer does not raise any written objections to the above issues within 10 days after receiving the goods, it will be deemed that the delivered goods comply with the agreement and have been accepted by the buyer.
Any other quality issues discovered during the use or delivery of the goods to the buyer within a certain period of time may be addressed in accordance with the relevant provisions of the warranty clause in Article 9 of this contract.
6. The agreed delivery deadline is:
6.1 Tianjin Feiyun will ship the goods according to the seller's delivery policy. The buyer and seller will determine the delivery deadline based on the actual delivery period of the goods. The delivery deadline may be extended accordingly based on the time of receiving the buyer's advance payment.
6.2 The seller shall make every effort to meet the buyer's delivery expectations and deliver on time.
6.3 The buyer shall provide the seller with specific recipient and address information at the time of contract signing or order confirmation, including:
Name of receiving contact person:
Contact phone number for receiving goods:
Contact email for receiving:
Receiving address
7. Payment for goods
7.1 Payment Method and Time Schedule
For existing agents and partners with good credit, payment shall be made within 30 days after the seller issues the invoice. For new customers, the seller has the right to decide on their own to apply special payment terms, such as advance payment or cash on delivery, for certain orders (such as high-value orders). For any such special payment terms, the seller shall negotiate/communicate with the customer before accepting the order. For sales orders not exceeding RMB 50000, the principle of payment upon delivery shall be implemented, which means that the buyer shall pay the full amount to the seller's designated account after the order is placed, and the seller shall arrange for shipment upon receipt of the payment; For sales orders exceeding RMB 50000, payment can be made according to the following methods 7.1.1 and 7.1.2. )
Within seven (7) days after the signing of the contract, thirty percent (30%) of the total contract amount shall be paid as a prepayment to the seller by wire transfer.
7.1.2 Within seven (7) days prior to shipment, seventy percent (70%) of the total contract amount shall be paid to the seller by wire transfer.
7.2 Liability for Late Payment
If the buyer fails to make payment as agreed in the contract, the seller shall have the right to charge interest to the buyer at the following rate: 1.5% per month (18% per year) or the highest rate allowed by applicable law, whichever is lower. At the same time, if the buyer fails to make timely payment to the seller as required, all subsequent orders will immediately become due and all payments must be made in full. The seller has the right to suspend the supply of goods or related services to the buyer until the buyer settles all overdue payments and interest.
7.3 Collection Account Information
The buyer shall pay the purchase price to the bank account designated by the seller (any changes shall be subject to written notice), with the following information:
Account Name: Tianjin Feiyun Powder Equipment Co., Ltd
Bank of Deposit: Industrial and Commercial Bank of China Tianjin Tangjiakou Branch
Account: 0302040509300183278
7.4 Provision of Statement Information: The buyer shall provide contact information for the statement, including:
Buyer's statement contact name:
Buyer's statement contact phone number:
Buyer's statement contact email:
7.5 Invoice Issuance Information
If the buyer requests the seller to issue a value-added tax special invoice, they should provide complete and correct invoicing information in a timely manner. The invoicing information of the buyer's value-added tax special invoice should include (any changes should be subject to written notice):
Buyer's company name:
Buyer's company tax number:
Buyer's company address:
Buyer's company phone number:
Account opening bank of the buyer's company:
Buyer's company account:
8. On site installation guidance and services
8.1 The seller shall provide service engineers for technical support services, including installation guidance, debugging guidance, and training for personnel designated by the buyer, which are included within the scope of this contract.
The charging standard for on-site technical support services is RMB 3000 per day (8 hours/day) for engineer fees. This fee only covers the service fees of engineers and does not include necessary travel and accommodation expenses related to the performance of work. The travel and accommodation expenses are arranged and borne by the buyer. (For orders that require technical support, please indicate the unit price, number of days, and total price in the attached price list.)
9. Warranty and after-sales service
9.1 From the date of receipt of the goods by the buyer, the seller shall provide customers with a one-year warranty service for vacuum pump products (excluding electromechanical vacuum pumps, accessories, and control devices).
9.2 From the date of receipt of the goods by the buyer, for all other products (including electromechanical vacuum pumps, accessories, and control devices) other than vacuum pumps, if they fail or malfunction within the specified service life (calculated based on the working cycle, please refer to the product specifications for details), the seller shall provide a one-year warranty service to the customer.
9.3 The warranty service applies to manufacturing defects and material defects of the product, as well as situations where the product does not meet the product specifications. But the warranty service does not apply to all of the following products or situations:
9.3.1 . Including product components/parts such as suction cups, filter elements, seals, hoses, or product related software. The warranty service is invalid/unavailable in the following situations: (a) abuse, misuse, negligence, improper storage, improper handling, improper use, improper installation, exposure to abnormal physical stress, abnormal environment or working conditions, or failure to strictly use, apply, install, care, control or maintain in accordance with the applicable product manual or instruction manual/good trade practices provided by the seller; (b) Product defects caused by modification, repair, alteration of the product by personnel or organizations other than the seller and the seller's authorized representative, as well as indirect damage caused by normal wear and tear, intentional damage, or other defective products.
9.4 The warranty service described in this section is the only warranty service commitment provided by the seller to customers for the products sold. In addition, all other information, statements, or warranty provisions (express or implied) based on any other applicable laws, regulations, industry practices, or other factors shall have no effect, and the seller shall not assume any responsibility or obligation beyond the scope of this warranty clause
During the warranty period, the seller shall bear the cost of repairing or replacing faulty products that meet the warranty service conditions. The seller has the final discretion in determining whether the faulty product falls within the scope of warranty and the method of repair or replacement.
9.6 For the handling of faulty products that enjoy warranty services, the seller has the discretion to either return them to the seller for replacement or have them repaired at the customer's location. After replacement, the faulty product replaced shall belong to the seller, and the buyer shall cooperate with the seller to complete the recovery of the faulty product.
9.7 The cost of installing substitute components/parts onto the customer's product, including but not limited to labor costs, auxiliary material costs, etc., shall not be borne by the seller and shall be borne by the buyer.
9.8 The above terms and conditions also apply to all products replaced or repaired by the seller, that is, the replaced or repaired products will continue to enjoy warranty services for the remaining warranty period, but the warranty period will not be recalculated.
10. Intellectual Property
In the process of product sales transactions between the seller and the buyer, neither party has any rights to the intellectual property rights owned or licensed by the other party. The "intellectual property" referred to in these terms and conditions refers to all forms of intellectual property applicable in all countries and regions, including but not limited to inventions, trade secrets, patents, copyrights, designs, trademarks (including registered or unregistered trademarks, and such trademark registration applications), and professional knowledge.
11. Confidentiality
The purpose of this contract is only to agree on the sale of goods. All information or terms related to the contract shall be considered as trade secrets. Unless required by government administrative orders, laws and regulations, or with the written consent of the other party, neither party has the right to disclose this contract or any terms to a third party. Regardless of whether such disclosure is intentional or unintentional, the disclosing party shall be liable for breach of contract and compensate the other party for all losses caused thereby.
12. Change and Transfer of Contract
12.1 Any changes to this contract shall be subject to separate consultation and agreement between the buyer and the seller, and a relevant change agreement or supplementary agreement shall be signed in writing to modify or supplement the content of this contract. Without written agreement confirmation, neither party shall change the content of the contract without authorization.
12.2 Without the written consent of the seller, the buyer has no right to transfer all or part of the rights and obligations of both parties under this contract to any third party. If the buyer violates this provision and transfers the rights or obligations of the contract without authorization, the transfer shall be deemed invalid, and the buyer shall bear all losses and liabilities caused to the seller as a result.
13. Validity of the Contract
This contract shall come into effect after being stamped by both parties, and shall supersede all previous forms of communication and agreements between the parties regarding the matters related to this contract, including documents, agreements, minutes, emails, faxes, etc. This contract constitutes the sole and complete legal document basis for the sale of goods by both parties.
14. Non Proxy Declaration
The act of the seller selling goods to the buyer in accordance with the provisions of this contract only constitutes a simple sales transaction of goods and cannot be regarded or understood as the buyer obtaining the seller's sales agency qualification. This contract is not an agency distribution contract, and the buyer shall not impersonate, claim or imply that they are the seller's agency distributor under any circumstances. If the buyer violates this provision, it will be deemed a breach of contract, and the buyer shall bear corresponding breach of contract responsibilities, including but not limited to stopping the infringement, compensating the seller for the economic losses suffered as a result, eliminating adverse effects, etc.
15. Liability for breach of contract
15.1 If the buyer terminates or revokes all or part of the orders accepted by the seller without the seller's written approval, the buyer shall unconditionally compensate the seller for all losses and costs suffered as a result, including but not limited to expected profit losses, material costs already invested, additional expenses incurred due to order adjustments, labor costs incurred in handling the event, and other related expenses.
15.2 The seller's confirmation of receipt of the buyer's order or receipt of payment for the order (including signing and returning a copy of the confirmation letter to the buyer, if any) does not mean that the seller accepts any terms and conditions proposed by the buyer that are inconsistent with these sales terms and conditions, nor does it mean that the seller agrees to modify or amend these sales terms and conditions in any way. If there is a dispute or delay in the performance of the contract due to additional terms proposed by the buyer or objections to these terms and conditions, the buyer shall bear all the responsibilities arising therefrom, including but not limited to compensating the seller for the losses suffered as a result, bearing the costs incurred due to dispute resolution, etc
Before returning the product to the seller, the buyer must obtain the seller's written consent in advance. In the following circumstances, the seller has the right to refuse the buyer to return the product: (i) the buyer fails to notify the seller in writing of the product return within 30 days from the date of delivery of the product; (ii) The buyer shall return the damaged, used, incomplete parts, and/or incomplete packaging of the product, and the seller does not support the return of consumables with a shelf life (such as suction cups). For all products accepted for return with the seller's consent, the buyer shall pay a handling fee of 20% of the product order value (excluding value-added tax) and bear all transportation costs for transporting the returned products to the seller's designated location. After the returned product is delivered to the seller and the seller inspects and approves the product return, the seller will pay the corresponding amount to the buyer for the product return within a reasonable time. If the seller does not approve the return of the product, the buyer shall pick up the goods within 30 days and bear all the costs of picking up the goods. If the buyer fails to pick up the goods within the specified time, the returned product shall belong to the seller, and the buyer shall not make any economic or other compensation claims against the seller.
15.4 The party that violates the provisions of this contract shall pay a penalty equivalent to 5% of the value of the goods under this contract to the non breaching party. If the penalty is insufficient to compensate for all losses suffered by the non breaching party due to the breach, the non breaching party has the right to demand compensation for the shortfall. After the breaching party pays the penalty or compensation, the non breaching party's failure to further pursue the breaching party's responsibility cannot be regarded as recognition of the breach or a change in the contract content.
15.5 The expenses incurred by the non breaching party in asserting or realizing its rights, including but not limited to attorney fees, travel expenses, communication, investigation, etc., shall be borne by the breaching party.
16. Force Majeure
16.1 In the event of force majeure, such as war, natural disasters such as blizzards, floods, fires, storms, earthquakes, political conflicts, riots, strikes, and other unforeseeable or unavoidable uncontrollable events that cause the party to delay or be unable to perform its obligations under this contract, the party shall not be deemed to have breached this contract and shall not be liable to the other party. The deadline for fulfilling relevant obligations may be correspondingly extended.
16.2 If the party is delayed or unable to perform its obligations under this contract due to the above circumstances, it shall immediately notify the other party and obtain relevant evidence, while making reasonable efforts to minimize the impact of such circumstances on its performance of obligations. After the end of such circumstances, it shall immediately notify the other party in writing and continue to fully perform its obligations under this contract. If the duration of force majeure exceeds 120 consecutive days, both parties may negotiate to terminate this contract without assuming any breach of contract liability.
17. Limitation of Liability Clause
If the buyer submits a warranty application and the seller determines that the product (including its components or parts) has defects,
The seller's responsibilities and obligations shall be limited to repairing or replacing the defective product (as determined by the seller based on the actual situation), and shall not be liable for any indirect losses or damages caused by the defective product. In any case, regardless of other provisions of the contract, whether the claim is based on the contract or infringement (including gross negligence), and whether the claim is caused by the manufacture, sale, licensing, delivery, repair, replacement or use of goods or software, the seller's liability for damages (including liquidated damages) suffered by the buyer shall not exceed the order price of the defective product. If there is a breach of contract caused by the seller's products, the buyer should take all necessary measures to avoid and reduce losses or damages.
In addition, regardless of other terms of the contract, neither party shall be liable for any reduction in the other party's income and profits, loss of business opportunities, loss of goodwill, or any other indirect losses.
18. Product Liability
Both parties shall purchase appropriate product liability insurance with reasonable liability limits for the product to meet compensation claims.
19. Trade Compliance
The products delivered by the seller to the buyer shall comply with relevant foreign trade control laws and trade laws of other countries, including but not limited to trade controls and sanctions, export controls, and restrictions on goods, services, or industries in China, the United Nations (UN), the European Union (EU), and the United States (US). The buyer agrees to comply with all foreign trade control regulations, and as required by the aforementioned laws, both parties will be jointly responsible for obtaining the necessary permits for export, re export, or import. The buyer undertakes not to export or re export to entities or countries on the applicable embargo list or embargo countries as stipulated in relevant foreign trade control laws at that time. The buyer will not provide or use the product for weapons such as nuclear weapons, missiles, biological weapons, chemical weapons, etc. The buyer undertakes and agrees that it has not and will not, directly or indirectly, sell, transfer or arrange for the transfer of any products to any country prohibited by US foreign trade control laws or terrorism controls (including Cuba, Myanmar, North Korea, Iran, Syria, Sudan, Crimea region of Ukraine, as adjusted from time to time according to the latest list of relevant foreign trade control laws), and undertakes to cooperate with the seller to determine whether the resale of the products provided by the seller under this contract requires any foreign trade license or approval, including but not limited to providing the seller with satisfactory proof materials about the final destination and end user. If the buyer fails to perform, the seller has the right to immediately terminate this contract without any liability.
20. Business Compliance
The buyer shall not bribe any employee of the seller in any form (including but not limited to money and gifts) to obtain business benefits, and the buyer is aware of the general principles of the PIAB Code of Conduct, fully understands and agrees to implement business conduct standards consistent with the general principles of the PIAB Code of Conduct during the performance of this contract. For the sake of clarity, both the buyer and seller agree that the PIAB Code of Conduct is based on the attached Yabo Group.
21 . Network and Information Security
The buyer shall be fully responsible for the establishment, operation, maintenance, access, security, and other aspects of their computer network ("network"), and shall provide a secure network access environment while the seller is providing services. To prevent unauthorized access, the Buyer and/or its partners must ensure that the Internet of Things, the Internet, or other devices connected to computers or other devices are properly protected. To ensure the security of information, including but not limited to data, software, or files (collectively referred to as "data"), the buyer shall take appropriate measures, including backup, before receiving services or products. The seller will not and expressly refuses to make any statement or guarantee that the services, products, software (if any), or third-party products or software (if any) will not be threatened by cyber threats, hacker attacks, or other similar malicious activities.
22. Dispute Resolution
Any dispute arising from or in connection with this contract that cannot be resolved through negotiation shall be submitted to the People's Court of the seller's location for resolution.
23. Notification method
All notices shall be written in Chinese and delivered to all parties by registered/express/email or other verifiable means to the address specified in the contract. If there is a change in address, one party shall notify the other party in writing within 3 days prior to the change.