General Terms and Conditions of Sale of SEMIKRON Electronics (Zhuhai) Co., Ltd.
1. General Information
Unless there are other written agreements, the terms and conditions of delivery herein shall apply to all quotations and orders issued or received by SEMIKRON Electronics (Zhuhai) Co., Ltd. (hereinafter referred to as SEMIKRON). Unless otherwise agreed, these general terms and conditions shall form part of the Contract when the Contract is concluded.
Notwithstanding the terms and conditions specified by the Buyer in orders, especially the one of purchase, are also invalid and unenforceable. That SEMIKRON accepts one of the orders of the Buyer shall not contribute to the validity of other terms and conditions self-specified by the Buyer.
2. Conclusion of Contract
The products to be sold only target individuals engaged in commercial activities or private franchised trades when signing the Contract, and unincorporated enterprises and corporate enterprises founded in accordance with the laws of the People's Republic of China (PRC). When placing an order, the Buyer shall be obliged to declare and deemed to have declared that the transaction isn't conducted as a private consumer.
The introduction of products on the SEMIKRON website merely pertains to product display and is not legally binding. When the Buyer confirms an online shopping contract for product purchases through SEMIKRON website, he can simply submit a legally binding order by clicking the "Order" button, to purchase the selected products. SEMIKRON shall subsequently send order confirmation emails to the Buyers and accept the orders after they have paid the full amount in accordance with the agreement or performed other payment agreements, provided that otherwise stipulated in Article 9 of these General Terms and Conditions shall be excluded. Only after satisfying the above requirements shall contracting parties establish legally binding contractual relationships. Orders and purchase contracts that have been confirmed by contracting parties must not be cancelled.
3. Delivery Date
Delivery dates or delivery terms are only legally binding upon specified in writing.
In the event of uncontrollable circumstances (including unpredictable problems such as the supply interruptions of raw materials by manufacturers, force majeure, labor disputes) that SEMIKRON particularly under the influence of upstream suppliers fails to deliver goods on time, the delivery term can be appropriately extended.
If the Buyer breaches the Contract for failure to receive the goods delivered, SEMIKRON shall have the right to claim compensation for the loss. The risk of accidental damage to the goods during this period will be transferred to the Buyer at the time when the Buyer fails to receive the goods.
4. Partial Delivery
SEMIKRON has the right to arrange partial delivery. In the case of partial delivery, SEMIKRON reserves the right to determine the goods delivered in batches and the quantity of goods.
The place of delivery shall be SEMIKRON in Zhuhai where is the place of performance of the Contract. At the request of the Buyer, the goods may be sent to the place designated by the Buyer.
In case of delay in delivery due to the reason attributable to the Buyer, SEMIKRON has the right to keep the delayed goods in a legal place. The storage charge shall be borne by the Buyer. SEMIKRON is obliged to assist the Buyer in claiming insurance according to the insurance insured at the request of the Buyer. The relevant expenses shall be borne by the Buyer.
SEMIKRON shall not be liable for the time required by carriers such as freight corporation, courier company and railway transportation for the transportation and delivery of goods.
6. Product and Service
SEMIKRON reserves the right to deliver products which are technically equivalent or superior to the products ordered and confirmed. The Buyer agrees to receive the delivery of products with equivalent or superior quality. The products delivered or the services performed are specified in the datasheet, product catalogue, drawing or such materials provided by SEMIKRON. Such material should not be used as a guarantee of the applicability of product performance. Drawings/tables, size description or performance specification shall only be legally binding if it is expressly agreed in writing. Such material shall only be used to clarify the technical parameters of products and should not be used as a guarantee of product performance.
The price shall be subject to the official quotation or the price listed on the website. SEMIKRON reserves the right to adjust prices at any time without giving notice to the Buyer.
If the actual transaction price is changed due to the reduction of total order quantity for the reason of cancellation of one of the orders in a framework contract (A certain amounts of products are ordered in the Contract and the products ordered are delivered in batches to get lower price in multi-level discounts); and there is difference between the actual transaction price and the discount level of the price in the relevant price list of SEMIKRON when the framework contract is concluded; and the total quantity of the goods purchased by the Buyer still have not reached the total quantity agreed in the framework contact when such framework contract expires, the difference shall be made up according to the relevant discount level.
8. Packing Materials
The SEMIKRON's products are supplied by packaging unit (PU), which shall be deemed as the minimum order quantity that is specified under the category PU in the price list. The packaging unit (made of recyclable cartons) is toxic-free and compatible with environment.
The Buyer may not return the packing materials, but shall be responsible for clearing up the waste appropriately in accordance with existing laws and/or regulations.
9. Payment and Invoice
Shall be made in accordance with the agreed terms and conditions.
When the Buyer fails to make the payment within the agreed time limit, there is no need to issue a notice to collect the money, and this conduct is deemed as the Buyer's default. SEMIKRON shall be entitled to ask the Buyer to pay all the due debts in arrears or the outstanding debts, and instantly stop further deliveries. This measure does not exclude SEMIKRON's right to claim the overdue liquidated damages caused by the Buyer's default. The order and purchasing contract made by both parties shall not be revoked.
10. Force Majeure
When the events of Force Majeure such as war, flood, fire, strikes, typhoons, blizzards, earthquakes and the events which cannot be controlled by the affected party and /or be deemed as Force Majeure according to general international practice lead to SEMIKRON’s failure to fulfill its contractual obligations, then SEMIKRON's obligations are released until the end of the Force Majeure, and SEMIKRON shall not be responsible for the delay or failure of delivery. SEMIKRON shall notify the buyer within 15 days after the occurrence of the Force Majeure. When the Force Majeure ends, the final delivery of the undelivered goods caused by the Force Majeure shall be settled later by negotiation of both parties.
11. Retention of Ownership
SEMIKRON reserves the ownership of the sold products until all contractual obligations including all claims arising from the transaction are fulfilled. In the case of payment by draft and check, the payment is deemed to have been duly received only after the check is honored. The machining or process treatment of the products shall be deemed to be conducted on behalf of SEMIKRON. In the case of SEMIKRON's products mixed with third party's products, SEMIKRON shall obtain the joint ownership of the mixture before mixing at a share equal to the ratio between SEMIKRON's products and products from the third party. Upon the acquirement of the exclusive ownership of the new item by the Buyer, he shall allocate the joint share of the retained property to the new goods in proportion of the invoice value. To the extent of normal business activities, on the condition of withdrawal, the Buyer shall have the right to resell but shall not pledge or assign the goods owned or jointly owned by SEMIKRON. In the case that the Buyer resells SEMIKRON's product or its own product that contains SEMIKRON's product without full payment prior to, or at the time of delivery, the Buyer shall be obliged to enter into an agreement with its customer to retain the ownership hereunder for the purpose of assigning all the claims that may arise within the resale scope and all the rights from such retain the ownership agreement to SEMIKRON. At the request of SEMIKRON, the Buyer shall be obliged to inform its purchasers of such assignment and provide to SEMIKRON the information and documentation necessary to exercise rights to such purchaser. In case of any other substantial breach of payment or serious deterioration of the Buyer's financial situation, the Buyer shall be obliged to pay the sole expense and transfer immediately all the properties with joint rights to SEMIKRON that uniquely owned at the request of SEMIKRON. In case the value of the collateral arising from the ownership retention agreement exceeds 20% of the total amount claimed by the Buyer's trading relationship, at the Buyer's request, SEMIKRON shall announce the termination of the guarantee at the time it deems appropriate.
12. Prohibited set-off and transfer
The Buyer has no right to offset or retain the debt owed to SEMIKRON, especially at the sue time; unless Buyer's right and claim are approved by SEMIKRON or determined as legal and effective. The Buyer shall not assign the debt owed to SEMIKRON without its written consent.
The Buyer has right to require for quality assurance according to law. SEMIKRON guarantees that the components provided comply with the specification listed in product data sheet. The Buyer shall be responsible for the delivered product's applicability with the specific application. Unless otherwise agreed, the inspection period is within 3 working days from the receipt date. The Buyer shall give a written notice of defects (if any) of the delivered product within the inspection period; otherwise, the delivery shall be deemed as conforming to the agreement, unless the quality assurance period is otherwise agreed.
SEMIKRON does not bear any indemnity other than that expressly provided in this General Terms and Conditions. In any case, SEMIKRON is not responsible for any form of indirect, accidental, idiopathic or secondary loss incurred by the Buyer or his/her client (including loss in profit, production standstill, trade opportunity reduction, delivery delay and utilization, as well as expenses due to these). Regardless of legal base of this right, especially when the right is based on product liability and tort liability, the Buyer shall give up his/her right to claim for indemnity or returning expense from SEMIKRON; unless the guarantee liability or purchase risk has been set.
In addition, the above agreement does not apply in case that the Seller bears the compulsory liability according to provision of Product Liability Law, including the intentional or gross negligence leading to damage to life, body or health, and breach of main obligations in the Contract. However, in the absence of liability due to gross negligence or death, body or health damage, claim against breach of main obligations in the Contract is only limited to the common or predictable damage included in this Contract. Without express written agreement, the delivered product does not apply to the application of life-supporting equipment or system, device or system for organ transplantation or nuclear.
15. Industrial Property Right
In any case, the conclusion of the Contract does not constitutes SEMIKRON's waiver of its trademark right, copyright and other intellectual property rights and industrial property rights.
Law application and governing
The Contract signed with SEMIKRON Zhuhai is governed by Law of People's Republic of China, and construed in accordance with Law of People's Republic of China.
All disputes including bill disputes and disputes against Contracts including purchase contracts signed through SEMIKRON website shall be governed in Zhuhai.
17. Privacy Statement
SEMIKRON stores Buyer's personal data only for the necessity in client information and client maintenance.
In case that the Buyer is unwilling to accept other information, SEMIKRON shall take it into consideration after receiving relevant notice.
Invalidity of all or part of Individual Clauses in this General Terms and Conditions shall not affect the effectiveness of other clauses. In case that it is agreed by parties to replace the invalid clause or that requiring supplement or interpretation with new clause, both clauses have the same legal effect. Auxiliary agreement orally agreed shall come into effect upon written confirmation.