GENERAL TERMS AND CONDITIONS

1. SCOPE OF APPLICABILITY

These General Terms and Conditions for Sale and Delivery ("GTCS") apply to all sales of goods by Shaanxi Longsheng ("Seller") to the Buyer. Any conflicting terms in the Buyer’s purchase order or communication shall only be binding if explicitly accepted by Seller in writing . Seller reserves the right to update these GTCS by providing 30 days’ notice via its official website.

2. OFFERS, PURCHASE ORDERS, AND ORDER CONFIRMATIONS

Offers: Seller’s offers are valid for 15 calendar days from issuance, subject to product availability.
Purchase Orders: Buyer’s orders must specify goods, quantity, price, delivery location, and dates. Orders are non-binding until confirmed in writing by Seller .

3. PRICES AND PAYMENT TERMS

Prices: Prices are as stated in Seller’s order confirmation, excluding taxes, duties, and shipping costs.
Payment Methods: Unless otherwise agreed, payment shall be made via T/T (Telegraphic Transfer) or L/C (Irrevocable Letter of Credit) in accordance with Incoterms 2020 .
1. T/T: Full payment must be received by Seller’s bank before delivery.
2. L/C: Buyer shall open an L/C with a reputable bank covering 100% of the order value, valid for 90 days from the delivery date.
Late Payment: A 1.5% monthly interest charge applies to overdue invoices. Seller may suspend delivery or terminate the contract if payment is delayed beyond 14 days .
Title Retention: Ownership of goods remains with Seller until full payment is received. Seller retains the right to repossess goods if payment is overdue by 14 days .

4. DELIVERY TERMS

Incoterms: Deliveries shall be made under FOB Shanghai (or other agreed terms) as per Incoterms 2020. Risk of loss transfers to Buyer upon delivery to the carrier .
Delivery Dates: Seller will use reasonable efforts to meet agreed delivery dates. If delayed by more than 7 days, Buyer may terminate the order and claim damages up to 5% of the affected goods’ value .
Partial Deliveries: Seller may deliver goods in installments unless otherwise specified.

5. ACCEPTANCE AND INSPECTION

Inspection: Buyer must inspect goods within 5 calendar days of receipt. Failure to notify Seller of defects in writing within this period constitutes acceptance .
Defective Goods: Seller will replace or repair non-conforming goods at its discretion, provided Buyer returns them within 14 days of discovery, along with proof of purchase .

6. WARRANTIES

Quality Warranty: Seller warrants goods will conform to specifications and be free from material defects for 24 months from delivery. This excludes damage due to misuse, negligence, or improper maintenance .
Exclusion of Other Warranties: Seller makes no warranties of merchantability or fitness for a particular purpose unless explicitly stated in writing .

7. INTELLECTUAL PROPERTY

Seller retains all intellectual property rights related to goods, designs, or specifications. Buyer may not reproduce or disclose them without prior written consent .

8. FORCE MAJEURE

Events: 不可抗力事件包括战争、自然灾害、政府禁令、罢工等。Seller shall not be liable for delays or non-performance caused by such events, provided written notice is given within 7 days .
Termination: If force majeure persists beyond 120 days, either party may terminate the contract without liability .

9. DISPUTE RESOLUTION

Any disputes arising from this contract shall be resolved through arbitration by the China International Economic and Trade Arbitration Commission (CIETAC) in Beijing, under its rules. The arbitral award shall be final and binding .

10. MISCELLANEOUS

Governing Law: This contract is governed by the laws of the People’s Republic of China.
Amendments: Modifications to these GTCS require written agreement from both parties.
Entire Agreement: These GTCS, together with order confirmations, constitute the entire agreement between the parties.