These Terms and Conditions of Supply (the “Terms”) govern the supply of all refrigeration equipment, spare parts, accessories, and related services (collectively the “Products and Services”) by YONGXING (the “Supplier”) to any customer (the “Customer”) who places an order for the Products and Services (the “Order”). These Terms shall constitute the entire agreement between the Supplier and the Customer in respect of the supply of the Products and Services, and shall supersede all prior oral or written agreements, representations, or understandings between the parties relating to the subject matter herein. By placing an Order with the Supplier, the Customer unconditionally accepts these Terms in full, and no variation to these Terms shall be binding on the Supplier unless agreed in writing and signed by an authorized representative of the Supplier.

 

 

1.1 All Orders submitted by the Customer are deemed to be an offer to purchase the Products and Services in accordance with these Terms. The Supplier reserves the right to accept or reject any Order in its sole and absolute discretion, without providing any reason for such rejection. 1.2 A binding contract between the Supplier and the Customer shall only come into existence upon the Supplier’s written confirmation of the Order (including confirmation via email by an authorized Supplier representative) or the Supplier’s commencement of the supply of the Products and/or performance of the Services, whichever occurs first. 1.3 The Supplier reserves the right to adjust the quantity, specification, or delivery schedule of the Products and Services where such adjustment is necessary due to manufacturing constraints, supply chain disruptions, or changes in product design for the purpose of quality improvement, and shall notify the Customer of any such adjustment in a timely manner.

 

 

2.1 All prices quoted by the Supplier for the Products and Services (the “Prices”) are stated in [Currency, e.g., USD/EUR/GBP], exclusive of any value-added tax, sales tax, import/export duties, or other applicable taxes and levies (the “Taxes”), which shall be borne solely by the Customer and paid in addition to the Prices. 2.2 The Supplier reserves the right to revise the Prices at any time by giving written notice to the Customer, and such revised Prices shall apply to all Orders placed after the effective date of the notice. All Prices quoted are valid for [30] days from the date of quotation, unless otherwise stated in writing by the Supplier. 2.3 Payment terms shall be [e.g., 50% deposit upon Order confirmation, 50% balance prior to delivery / Net 30 days from the date of invoice], as specified in the Supplier’s Order confirmation or invoice. All payments shall be made to the bank account specified by the Supplier in writing, and the Customer shall be responsible for all bank charges incurred in respect of the payment. 2.4 In the event of late payment by the Customer, the Customer shall pay interest on the outstanding amount at a rate of [1.5%] per month (or the maximum rate permitted by law, if lower) from the due date until the date of full payment, compounded monthly. The Supplier shall also be entitled to suspend the supply of any outstanding Products and Services and/or cancel any unfulfilled Orders without liability to the Customer in the event of late payment.

 

 

3.1 The Supplier shall use reasonable endeavors to deliver the Products to the delivery address specified by the Customer (the “Delivery Address”) on the delivery date agreed in the Order confirmation (the “Delivery Date”). The Supplier shall not be liable for any delay in delivery due to circumstances beyond its reasonable control (including but not limited to supply chain disruptions, port congestion, customs delays, natural disasters, labor strikes, or transportation failures) (the “Force Majeure Events”), and the Delivery Date shall be extended by a period equivalent to the duration of the Force Majeure Event. 3.2 Delivery of the Products shall be deemed complete upon the Supplier’s delivery of the Products to the Delivery Address and the Customer’s (or its authorized representative’s) receipt and signing of the delivery note. The Customer shall inspect the Products upon delivery and notify the Supplier in writing of any damage, shortage, or non-conformity within [3] working days of delivery; failure to do so shall be deemed an acceptance by the Customer that the Products are in good condition and conform to the Order requirements. 3.3 Risk in the Products (including the risk of loss, damage, or destruction) shall pass to the Customer upon completion of delivery in accordance with Clause 3.2. Title to the Products shall remain with the Supplier until the Customer has paid the Supplier in full for all amounts owing in respect of the Products (including any interest, fees, or charges) and all other outstanding amounts due to the Supplier under any other agreement between the parties. 3.4 The Customer shall be responsible for all costs and risks associated with the storage, handling, and installation of the Products following delivery, unless the installation service is explicitly included in the Services and agreed in the Order confirmation. Where installation is included, the Supplier shall perform the installation in accordance with industry standards and the Product’s user manual, and the Customer shall provide all necessary access, power, and other facilities required for the installation free of charge.

 

 

4.1 The Supplier warrants that all Products supplied shall be free from material defects in materials and workmanship at the time of delivery, and shall conform to the specifications agreed in the Order and applicable industry and international standards for refrigeration equipment (the “Warranty”). The Warranty period shall be [12/24] months from the date of delivery (the “Warranty Period”), unless a longer warranty period is explicitly stated in writing by the Supplier for specific Products. 4.2 The Supplier’s warranty obligations are limited to, at the Supplier’s sole discretion, repairing or replacing the defective Products (or the defective parts thereof) free of charge, or refunding the purchase price of the defective Products, provided that the Customer notifies the Supplier of the defect in writing during the Warranty Period and provides reasonable evidence of the defect (including photographs, test reports, or a physical inspection by the Supplier). 4.3 The Warranty shall not apply in the following circumstances: (a) damage or defect caused by improper use, installation, maintenance, or storage of the Products by the Customer or a third party; (b) damage or defect caused by modification, alteration, or repair of the Products by the Customer or a third party without the Supplier’s prior written consent; (c) damage or defect caused by normal wear and tear, accident, neglect, or Force Majeure Events; (d) Products that have been used for commercial purposes beyond the intended design scope; (e) failure to follow the Supplier’s user manual or operating instructions. 4.4 The Supplier’s warranty under this Clause 4 is the Customer’s sole and exclusive remedy for defective Products, and the Supplier shall not be liable for any indirect, consequential, or incidental damages arising from defective Products (including but not limited to loss of profit, loss of business, or damage to other property).

 

 

5.1 To the fullest extent permitted by applicable law, the Supplier shall not be liable to the Customer for any indirect, special, consequential, or incidental loss or damage (including but not limited to loss of profit, loss of revenue, loss of business opportunity, loss of data, or damage to reputation) arising out of or in connection with the supply of the Products and Services, regardless of the cause of action (including contract, tort, negligence, or breach of statutory duty). 5.2 The total aggregate liability of the Supplier to the Customer in respect of any claim arising out of or in connection with these Terms or the supply of the Products and Services shall not exceed the total Prices paid by the Customer for the relevant Products and Services giving rise to the claim. 5.3 Nothing in these Terms shall exclude or limit the Supplier’s liability for death or personal injury caused by the Supplier’s negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

 

 

6.1 Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party: (a) commits a material breach of these Terms and fails to remedy such breach within [14] working days of receiving written notice requiring remedy; (b) becomes insolvent, suspends business, or enters into liquidation (other than for the purpose of a solvent restructuring), has a receiver appointed over its assets, or is unable to pay its debts as they fall due. 6.2 Upon termination of this agreement for any reason: (a) the Customer shall pay the Supplier in full for all Products and Services supplied prior to termination and all outstanding amounts due under these Terms; (b) the Supplier shall be entitled to retain any deposit paid by the Customer to offset against the outstanding amounts; (c) the parties shall return any unused or undelivered property of the other party within [7] working days of termination, and the Customer shall return any Products for which title has not passed to the Supplier in accordance with Clause 3.3. 6.3 Termination of this agreement shall not affect any rights or obligations of the parties that have accrued prior to termination, and Clauses 2 (Pricing and Payment), 3 (Title), 4 (Warranty), 5 (Limitation of Liability), 7 (Governing Law), and 8 (Dispute Resolution) shall survive termination in full force and effect.

 

 

7.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [Your Country/Region, e.g., England and Wales / the United States of America (State of California) / China]. 7.2 The parties irrevocably agree that the courts of [Your Country/Region] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

 

 

8.1 The Supplier may assign or transfer its rights and obligations under these Terms to any third party in its sole discretion, and shall notify the Customer of such assignment in writing. The Customer shall not assign or transfer its rights and obligations under these Terms without the prior written consent of the Supplier. 8.2 If any clause or part of a clause of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining clauses or parts of clauses shall not be affected in any way. 8.3 No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise preclude any other or further exercise of that right, power, or remedy. 8.4 Any notice or communication required or permitted under these Terms shall be in writing and shall be delivered to the other party’s registered address or principal place of business (or such other address as the other party may notify in writing) by hand, registered post, or email. Notices sent by email shall be deemed received on the date of transmission (provided that the transmission is confirmed), and notices sent by registered post shall be deemed received [3] working days after the date of posting. 8.5 These Terms are for the benefit of the parties only and shall not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act [1999] or any similar legislation in any jurisdiction.

YONGXING