Standard Terms and Conditions of Sale
These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by Foods Nutrition Limited (FNT) (“Seller”) as well as by third party vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. FNT’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
1. Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, applicable prices and estimated delivery dates, and delivery terms (Incoterms 2020) of the Products being purchased. Unless otherwise agreed, all materials will be shipped in 1~4 weeks, subject to ship space availability and stock availability, from the date that Seller accepts the purchase order. Seller may designate certain Products and Services as non-cancelable, non- returnable (“NCNR”) and the sale of such Products shall be subject to any special terms and conditions contained in Seller’s Order Acknowledgement or NCNR Letter, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
2. Prices: The prices of the Products are those prices specified on the front of the proforma invoice or quotation or offers in relative emails. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions, change of export tax policy or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in ten (10) days from the date issued, or as otherwise stated in the quotation.
3. Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are FOB(FREE ON BOARD) Chinese main sea/air ports basis, and exclusive of export transportation and insurance costs, import duties, and all taxes, tariff and value added taxes, goods and services taxes, and any other taxes at Buyer’s side. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon.
4. Payment: Payment should be made by wire transfer in USD, unless otherwise agreed by Seller in written. Where Seller has extended credit to Buyer, terms of payment shall be agreed by Seller in written, without offset or deduction unless otherwise noted. On any past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
5. Delivery and Title: All deliveries will be made “Free on board, Incoterms 2020” Chinese main sea ports/air ports as per seller’s choice. Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries, unless agreed by Seller in written. If Buyer failed or rejected to collect order or shipments at delivery port and Seller (as shipper on the bill of lading) was claimed by carrier or carrier’s agent for the demurrage, stocking costs and any other costs, Seller reserves the right to charge Buyer such costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and restocking fees, and collections costs.
6. Returns, Refunds and Exchanges: Returns:
Only products originally shipped from FNT or from an authorized supplier (drop-ship) will be considered for return to FNT. By a Customer requesting return of products to FNT, the Customer certifies that the products were purchased from FNT and there has been no substitution of the product from another supplier, distributor or other source of the product. Any return must be in the original packaging and in unused good condition.
Exchanges:
Any item for exchange must be in new condition and in the original packaging. Exchanges must be requested within 10 days of delivery date. Only defective item(s) may be exchanged/returned for the same item. Items purchased from FNT that have been used or altered and any items that have been sold as NC/NR will not be accepted for exchange.
Non-Cancelable and Non-Returnable Items:
Products listed as NC/NR status (Non-cancelable and Non-Returnable) will be informed to Buyer before Buyer issue its order, and will be also identified on the Order or Seller’s invoice/order confirmation in written.
Return Freight / Restocking Fee:
FNT reserves the right to charge cancellation and restocking fees, and relative logistics costs, at a minimum rate of 15% to be deducted from the Customer refund. FNT does not refund the original shipping and handling. Customer is responsible for all return charges till goods arrive at FNT warehouse. FNT does not accept “Cash on Delivery” shipments.
Refunds:
Upon receipt and inspection of returned item(s), FNT will advise of the refund status. In the case of factory warranty or failure analysis, FNT will issue any applicable credit pending manufacturer confirmation of failure. FNT initiates credits via the original method of payment within 48 hours of approval. Refunds via wire transfer can take up to 4~10 working days to process at the bank.
7. Limited Warranty: Seller warrants to Buyer that Products purchased hereunder will conform to the applicable manufacturer’s specifications for such products and that any value- added work performed by Seller on such Products will conform to applicable Buyer’s specifications. No warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident or modification.
Seller makes no warranty respecting the merchantability of the products or their suitability or fitness for any particular purpose, non-infringement of third-party rights and warranties against latent defects.
8. Limitation of Liabilities: Buyer shall not be entitled to, and Seller shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overheads, business interruption cost, removal or reproduction costs, injury to reputation or other loss of buyers, punitive damages, patent infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature. Buyer’s recovery from seller for any claim shall not exceed the purchase price paid for the affected products irrespective of the nature of the claim whether in contract, tort, warranty, or otherwise. Buyer will indemnify, defend and hold seller harmless from any claims based on (a) seller’s compliance with buyer’s designs, specifications, or instructions, (b) modification of any products by anyone other than seller, or (c) use in combination with other products.
9. Use of Products: Unless otherwise noted, Products sold by Seller are not designed, intended or authorized for use in any application in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
10. Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, ship/flight, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
11. Technical Assistance or Advice: If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.
12. General: (a) The laws of China will exclusively govern any dispute between Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and etc.