Terms and Conditions of Sale

It is understood that the quantity of materials (the "Products") to be delivered under this Invoice may vary by five percent (5%) more or less than the quantity ordered. In the absence of manifest error, Seller's weights and measures shall govern.

All sales and prices are ex works (the place of manufacture) unless otherwise specified on the front of the Invoice. Title and risk of loss shall pass from Seller to Buyer at the time and place of delivery.

At Seller's option, Seller shall have the right to add to the price any tax, government charge, carrier's fee, insurance premium or other third-party expense that increases the cost of manufacturing and delivering the Product or that Seller is required by law to collect.

Deliveries shall be subject to Buyer's prior cash payment in full or prior credit arrangements with Seller on a delivery-by-delivery basis. If payment is not made in accordance with these terms, or if Seller has any doubt about Buyer's financial condition, Seller may withhold delivery of Products.

Seller makes no warranty of any kind, express or implied, except that Seller owns the Product and that the Products conform to Seller's or the manufacturer's standard specifications. Seller makes no other representation or warranty regarding merchantability, fitness for a particular purpose, or any other matter with respect to the Products.

If Buyer notifies Seller within ten (10) calendar days after receipt that a Product fails to conform with the limited warranty, Seller may, at its sole option, replace the nonconforming Product, discount it, or return its cost to Buyer. Any authorized replacement or refund is Buyer's sole and exclusive remedy for breach of the limited warranty.

Seller's total liability for any and all losses and damages arising from any cause shall in no event exceed the purchase price of the Products. Seller shall not be liable for any incidental, indirect, special, consequential, exemplary, or punitive damages, and Buyer shall indemnify Seller from and against such damages to the extent provided by the terms.

Buyer assumes responsibility for determining whether the Products are suitable for the intended applications and for testing each delivery promptly upon receipt. Before the Products are used and within ten (10) days from delivery, Buyer shall notify Seller in writing of any claims regarding weight, quality, loss, or damage. Failure to notify Seller shall constitute a waiver of claims with respect to the delivered Products.

Each Party shall comply, and shall procure that its affiliates, employees, agents, and representatives comply, with applicable laws, including anti-corruption, economic sanctions, export control, and anti-money laundering laws where relevant. No Party shall be obligated to take any action it believes in good faith would cause it to violate applicable law.

These terms and conditions, together with the Invoice to which they are attached, constitute the entire agreement between the parties unless superseded by a written purchase agreement signed by duly authorized representatives of Buyer and Seller. The validity, interpretation, and performance of these terms and any dispute connected with them shall be governed by the substantive laws of China, without regard to its choice-of-law rules, and the ordinary courts of Ji'an shall have exclusive venue.