Sales Terms & Conditions

newbb电子平台安全/ Shelby特种手套/ tingley橡胶销售条款和条件

INTRODUCTION

The entity identified as the seller of goods (“Goods”) on the document to which these Terms and Conditions of Sale (“Terms”) are attached or in which they are referenced or incorporated is referred to herein as “Seller” and the person or entity purchasing Goods is referred to herein as “Buyer”. These Terms are applicable to all offers, acceptances, 致谢, 确认, sales and deliveries of Goods by Seller and will form an integral part of the contract for the purchase and sale of the Goods between Seller and Buyer (this “Contract”). IF THESE TERMS OR THE DOCUMENT TO WHICH THESE TERMS ARE ATTACHED OR IN WHICH THEY ARE REFERENCED OR INCORPORATED STATE ANY TERMS OR CONDITIONS THAT ARE ADDITIONAL TO OR DIFFERENT FROM THOSE STATED IN BUYER’S ORDER OR OTHER PURCHASING DOCUMENT, 卖方接受买方订单的条件是买方同意该等附加和/或不同的条款和条件. 买方接受货物即表示买方同意本条款，不得增加或更改. 如果文档中包含, REFERENCES OR INCORPORATES THESE TERMS IS DEEMED AN OFFER BY SELLER, 买方的接受仅限于卖方报价中的条款和条件, 包括这些条款. 卖方特此反对买方订单或其他采购文件中任何额外或不同的条款或条件.

1. Prices

   Unless specifically stated otherwise in 本合同, 价格不含税, 对销售征收或评估的或与销售有关的关税或其他政府收费, delivery, import, 货物的使用或消费, 如果有这样的税, duty or charge is paid by or assessed against Seller or is required by law to be collected by Seller from Buyer (other than taxes based on Seller's net income or profit), 卖方可以在货物价格或发票上单独增加相同的金额.

2. 付款条件

   Unless stated otherwise in 本合同, 货款从卖方发票开出之日起30天内到期，付款币种为卖方发票中规定的币种或其他币种. If Buyer fails to make any payment when due, Seller will have the right either to terminate 本合同 or to suspend further performance under this and/or other contracts with Buyer, which other contracts Seller and Buyer hereby amend accordingly. If any amount owed to Seller is not paid when due, it will bear interest from the due date until paid at rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Buyer will be liable for all expenses, 包括律师费, incurred by Seller to collect past-due amounts. Should Buyer's financial condition become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be required by Seller for Goods previously delivered and to be delivered in the future. 如未提供现金支付或担保，卖方可停止交货. Buyer hereby grants Seller a security interest in all Goods delivered to Buyer, 哪些担保权益将持续到该等货物以现金和买方全额支付为止, 根据卖方要求, 将执行并交付卖方所要求的文书，以保护和完善卖方的担保权益.

3. 交货、标题 & Risk

   装运或交货日期报价, acknowledged or agreed by Seller are approximate and not guaranteed and will be maintained as far as circumstances reasonably permit, but Seller will have no liability for delay in delivery. 卖方保留分期交货的权利，买方将按发票支付每一分期付款. 任何分期付款的延迟交付并不免除买方接受剩余交货的义务. Seller will not be bound to tender delivery of any Goods for which Buyer has not provided shipping instructions and other required information. If the shipment of the Goods is postponed or delayed by Buyer for any reason, 买方将赔偿卖方由此产生的任何和所有存储费用和其他额外费用. Unless otherwise stated in 本合同, 货物将在卖方码头交货(按照国际商会最新版国际贸易术语解释通则的定义)。. Risk of loss and legal title to the Goods will transfer to Buyer upon delivery.

4. Warranty

   Except as provided in the last sentence of this Section, Seller warrants to Buyer (and to no others) only that, at delivery: (1) Seller will have good title to the Goods, free and clear of all liens; and (2) for Seller-Branded Goods (as defined below) , 该等货物应符合本合同所附或在本合同中提及的规格, 或者如果没有连接, 符合卖方的标准规格，材料和工艺上没有缺陷, (b)任何品牌, logos or trademarks of Seller that appear on such Goods or their packaging do not infringe the intellectual property rights of a third party. 如果买方在交货后12个月内书面通知卖方违反本保证, 那么卖方将, 以自己的选择和代价, either (i) replace the non-conforming Seller-Branded Goods with conforming Seller-Branded Goods or (ii) issue Buyer a refund or credit in the amount of the original price of the non-conforming Seller-Branded Goods. Buyer’s failure to so notify Seller of its warranty claim within this period will constitute a waiver of such claim regardless of whether the facts giving rise to such claim were discovered or were discoverable during that period. Except for the warranty of title above, 第三方商品(定义见下文)仅具有制造商(如有)提供的保证。, 哪个卖方将传递给买方. “Seller-Branded商品” are Goods that carry, or are sold by Seller under, Seller’s own brand. “第三方货物” are all Goods other than Seller-Branded Goods. 尽管有上述规定, 如果卖方最初从买方购买了卖方品牌商品，并将其卖回给买方, such Goods will not carry the warranty in part 2(a) of the first sentence of this Section and Seller will not have any liability in respect of the design or manufacture of such Goods.

5. Limitations of Warranties, Remedies & Liabilities

   THE EXPRESS WARRANTIES STATED IN SECTION 4 CONSTITUTE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE GOODS AND ARE GIVEN IN LIEU OF, 卖方特此否认, 所有其他保证, 是否表达, IMPLIED, 法定或其他, INCLUDING, 但不限于, 适销性保证, 不侵犯知识产权，适合特定用途, 无论买方是否向卖方披露了目的或用途，也无论货物是否已被专门出售 CTED, DESIGNED OR MANUFACTURED BY SELLER FOR BUYER’S PURPOSE OR USE. 第4条规定的救济是买方对违反第4条规定的卖方保证的专属救济. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, 侵权, NEGLIGENCE, 严格责任, 其他侵权或其他), (A) WILL SELLER BE LIABLE FOR INCIDENTAL, 重要的, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR (B) WILL SELLER’S LIABILITY IN RESPECT OF A CLAIM OR CAUSE OF ACTION EXCEED THE PRICE OF THE SPECIFIC ITEMS OR UNITS OF GOODS GIVING RISE TO THAT CLAIM OR CAUSE OF ACTION. The damages described in clause (A) include, 但不限于, 预期利润损失, 业务中断, 收入损失, loss of use, 数据丢失, loss of or damage to equipment or other goods, 资金成本, 对商誉或声誉的损害, and damages paid or payable by Buyer to third parties. 卖方将不承担责任, 买方承担卖方及其关联方的所有责任，并将赔偿卖方及其关联方，使其免受损害, any claims, injuries, damage or losses arising out of the handling, 运输, possession, storage, processing, 进一步的生产, packaging, labeling, resale, 货物的使用或处置, or of materials or substances into which the Goods have been converted, after delivery of the Goods to Buyer, except to the extent resulting from Seller’s breach of these Term, 疏忽或故意的不当行为. This indemnity covers claims by Buyer’s employees and independent contractors even if Buyer’s liability to such persons is otherwise limited by workers’ compensation or similar laws or by contract. 在索赔范围内，买方放弃根据此类法律和/或合同可能给予其的所有豁免, injuries, damage or losses covered by the foregoing indemnity. 买方全权负责确定货物是否适合买方的预定目的或用途. 如果卖方或其任何关联公司向买方或其任何关联公司提供有关加工的技术或其他建议, 进一步的生产, handling, storage, 运输, 货物的处置或使用, neither Seller nor its affiliates will be liable for, and Buyer and its affiliates assumes all risk of, such advice and the results thereof.

6. 履约理由

   Notwithstanding any provision in 本合同 to the contrary, 卖方不承担任何延迟履行或不履行的责任，如果阻止履行, hindered or made commercially impracticable, 直接或间接, by: flood, fire, explosion, weather, natural disaster or Act of God; act or omission or Buyer, its affiliates or their independent contractors; riot, 民事骚动, sabotage, war or act of terrorism; epidemic or pandemic; compliance with law or government request or requirement; plant or equipment malfunction or shutdown in anticipation of malfunction; unavailability of adequate Goods, 原材料, fuel, power, utilities, containers or 运输 from usual sources on usual terms of supply; failure or delays of suppliers, carriers or independent contractors; strike, lock-out or other labor trouble; or any other event, whether or not of the class or kind enumerated herein, beyond the reasonable control of Seller. In the event of any of the foregoing, Seller may, 经书面通知买方, delay, suspend or cancel deliveries and other performance hereunder without liability, but the balance of 本合同 will otherwise be unaffected. Further, if Seller determines that its ability to supply the total demand (from all sources, 而不仅仅是买方)购买货物, 或获取直接或间接用于制造货物的原材料, is prevented, hindered or made commercially impracticable, Seller may allocate its available supply of Goods or 原材料 (without obligation to acquire other supplies of any such Goods or 原材料) among itself, its affiliates and its non-affiliate customers, including regular customers not then under contract, 在卖方确定的基础上, 真诚地, 公平合理，对因此而导致的延迟履行或不履行不承担任何责任.

7. 导入/导出

   买方不会使用, transfer, resell, 违反适用的进出口管制法律进口或出口货物, regulations, 订单和要求.

8. 卖方子公司

   No affiliate of Seller will have any liability for any breach of 本合同 by, 或任何其他作为或不作为, Seller, and Buyer waives all claims it has or may have against such affiliates. 在这些条款中使用, “联盟”是指, 就法律实体而言, 任何人或实体控制, is controlled by or is under common control with such legal entity; and for this purpose “control” (when used alone or in the phrases “controlled by” and “under common control with”) means the possession, 直接或间接, 指令权:指指导或导致对一个实体的管理和政策进行指导的权力, 无论是通过拥有有表决权的股票(或类似的有表决权的证券或没有股票的实体的股权), 通过合同或其他方式.

9. 杂项

   This Contract constitutes the complete and exclusive statement of the terms and conditions of the parties’ agreement with respect to the subject matter hereof, and supersedes all previous communications and agreements, 口头或书面, between the parties with respect to such subject matter. This Contract may not be amended or supplemented orally, by usage of trade or by course of performance or dealing, but only by and pursuant to a writing, signed by authorized representatives of both parties, 具体指的是, 并清楚地说明它是在修正或补充(或使用意思相似的词), 本合同. 卖方收到本合同后，本合同不适用任何修改或附加条款或条件, 确认, confirmation or acceptance of Buyer's purchase orders, 装运指示或其他文件中包含的条款或条件附加于或与本合同规定的不一致. Neither party will be deemed to have waived or released any condition, right or remedy stated in or arising out of 本合同, including by course of dealing or performance, 除非该弃权或豁免是由该方授权代表签署的书面明确声明的. Buyer will not assign any of its rights or delegate any of its obligations under 本合同 without the prior written consent of Seller, 任何未经卖方事先书面同意的所谓转让或委托均属无效. 如果本合同的任何条款在任何司法管辖区被宣布无效或不可执行, the remainder of 本合同 will remain in full force and effect. Any remedies available to Seller stated in 本合同 are not exclusive and will be in addition to every other remedy available under 本合同, 在法律上或衡平法上. 本合同受田纳西州法律管辖并按其解释, U.S.A. without regard to or application of conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply. All suits, actions and proceedings to enforce 本合同, or to declare the parties’ rights or obligations hereunder, 必须只在谢尔比县的州法院或联邦法院提起诉讼, Tennessee, U.S.A., and Buyer consents and submits to the exclusive jurisdiction of such courts. No action, 不管形式如何, arising out of any transactions relating to 本合同 may be brought by either party more than 2 years after the cause of action has accrued. The headings of the sections of these Terms are inserted for convenience only and will be disregarded in the interpretation of 本合同. English is the language of 本合同. Any translation of 本合同 into a different language is solely for the convenience of the parties and is neither intended to have legal effect nor to alter or supplement in any way the terms and conditions of the English version of 本合同.

Rev. Sept 2023