General Terms & Conditions of Quotation and Sales

1. Scope & Governing Terms

These General Terms and Conditions of Quotation and Sales (“Terms”) govern all quotations, purchase orders (“POs”), order confirmations, and sales of goods by Safyric Valve Co., Ltd. (“Seller”) to the purchasing party (“Buyer”). Buyer accepts these Terms by requesting a quotation, placing an order, accepting Seller’s quotation or order confirmation, making payment, or taking delivery of goods.

Any conflicting, differing, or additional terms in Buyer’s PO, procurement documents, website terms, emails, or other communications are expressly rejected and void unless expressly agreed to in writing by Seller. Seller’s performance, fulfillment, shipment of goods, acceptance of payment, or issuance of commercial documents shall not constitute acceptance of any differing or additional terms contained in Buyer’s documents.

2. Quotations, Orders & Modifications

• Quotations: Quotations are valid for thirty (30) days unless otherwise stated in writing. Quotations are invitations to treat and do not constitute binding offers unless expressly stated otherwise.
• Order Acceptance: No PO is binding on Seller until Seller issues a written order confirmation. If there are discrepancies between Buyer’s PO and Seller’s quotation or order confirmation, Seller may place the order on hold without liability for resulting delays until the discrepancies are resolved in writing.
• Modifications: Any Buyer-requested change to specifications, quantities, delivery schedule, documentation, packaging, testing, certification, or scope of supply requires Seller’s prior written approval. Such changes may result in adjusted pricing, revised lead times, and additional charges, including retooling, engineering, scrap, expediting, or administrative costs.
• Price Adjustment: If raw material, component, energy, freight, duty, processing, or other relevant costs increase by more than ten percent (10%) after Seller’s quotation or order confirmation, Seller may adjust the price for undelivered goods accordingly. Seller shall notify Buyer of the revised price. If Buyer rejects the revised price or fails to confirm acceptance within ten (10) business days, Seller may cancel the affected undelivered portion of the order without liability.

3. Payment Terms, Risk of Loss & Title Retention

• Payment: Invoices are due immediately unless otherwise agreed in writing. Overdue amounts shall accrue interest at one percent (1%) per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Buyer waives any right of setoff, counterclaim, or retention, and shall reimburse all reasonable collection costs, legal fees, arbitration costs, and enforcement expenses incurred by Seller.
• Credit & Suspension: Seller may suspend performance, withhold shipment, demand advance payment, demand a letter of credit, or require security if Buyer defaults on payment, provides incomplete or inaccurate information, or if Seller reasonably considers Buyer’s creditworthiness unsatisfactory.
• Risk of Loss: Risk of loss or damage to the goods shall pass to Buyer in accordance with the applicable Incoterms® rule specified in Seller’s quotation or order confirmation, notwithstanding Seller’s retention of title.
• Retention of Title: Title to the goods remains with Seller until Seller has received full and final payment of all amounts due for the goods. Until title passes, Buyer shall store the goods separately, identify them as Seller’s property where practicable, keep them insured, and shall not pledge, encumber, resell as owner, or create any security interest over them without Seller’s prior written consent.
• Registration & Perfection: Buyer authorizes Seller, and shall provide reasonable assistance, to register or perfect Seller’s retention of title or security interest in any applicable public registry, including the PBOC Credit Reference Center unified movable property registration system in the People’s Republic of China or any equivalent registry in Buyer’s jurisdiction.
• Resale Before Payment: If Buyer resells goods before full payment has been received by Seller, Buyer shall, to the extent permitted by law, assign to Seller the corresponding receivable from such resale up to the unpaid amount owed to Seller. Seller accepts such assignment and authorizes Buyer to collect such receivable in the ordinary course unless Buyer is in default.

4. Delivery, Incoterms® & Export Compliance

• Incoterms: Deliveries are governed by Incoterms® as specified in Seller’s quotation or order confirmation. If no Incoterm is specified, the default term shall be EXW Seller’s premises unless otherwise agreed in writing.
• Lead Times: Quoted lead times are estimates only unless expressly confirmed by Seller as firm delivery dates in writing. Seller may make partial deliveries, and each partial delivery may be invoiced separately.
• EXW Special Export Arrangement: Notwithstanding the selection of EXW Incoterms®, the parties agree that Seller may, for Chinese customs and export tax refund purposes, act as exporter of record and complete export customs declarations under Seller’s name. This arrangement is for administrative and tax compliance purposes only and does not alter the allocation of costs, risks, or responsibilities under the applicable Incoterm unless expressly agreed otherwise in writing.
• Buyer’s Export Documentation Duty: Buyer shall provide, or cause its appointed carrier, forwarder, or export agent to provide, all documents reasonably required by Seller within thirty (30) days after shipment or as otherwise agreed, including export customs declaration form, packing list, bill of lading or transport document, and any other document required for export compliance or tax refund purposes.
• Consequences of Non-Compliance: If Buyer or its appointed carrier, forwarder, or export agent fails to provide the required documents timely or accurately, Seller may suspend shipment, withhold documents, or charge Buyer an amount equal to the lost export tax refund, plus any resulting costs, fines, storage charges, demurrage, or administrative expenses.
• Accuracy of Customs Information: Buyer shall provide accurate product descriptions, HS codes, customs declaration elements, end-user information, and any other information required for export clearance. Buyer shall indemnify Seller against fines, penalties, tax losses, delays, or other damages caused by inaccurate, incomplete, or misleading information provided by Buyer or its agents.

5. Inspection, Nonconformity & Claims

• Inspection: Buyer shall inspect the goods promptly upon receipt. Claims for visible defects, short counts, shipping damage, or nonconformity must be notified to Seller in writing within fourteen (14) days after delivery. Where transport damage is suspected, Buyer shall record the damage with the carrier or insurer where practicable and preserve all packaging and evidence.
• Hidden Defects: Claims for hidden or latent defects must be notified in writing immediately upon discovery, and in no event later than the expiry of the warranty period. Failure to notify within these periods constitutes full and final acceptance of the goods.
• Return Material Authorization: Goods may only be returned with Seller’s prior written Return Material Authorization (“RMA”) and in accordance with Seller’s return instructions. Unless Seller admits liability, return freight, insurance, handling, and related costs shall be borne by Buyer.
• Sole Remedy: For verified defects, short counts, or damage for which Seller is responsible, Seller’s sole liability and Buyer’s exclusive remedy shall be, at Seller’s option, repair, replacement, or credit/refund of the affected goods.
• Excluded Claims: Seller shall not be liable for claims arising from normal wear and tear, improper storage, improper installation, unauthorized repair or modification, operation outside design limits, misuse, Buyer-supplied drawings or specifications, or events outside Seller’s control.

6. Warranty & Operating Limits

• Limited Warranty: Seller warrants that the goods conform to the agreed specifications for eighteen (18) months from delivery, subject to the exclusions and limitations in these Terms.
• Disclaimer: THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE GOODS ARE SUITABLE FOR ANY PARTICULAR APPLICATION UNLESS EXPRESSLY AGREED IN WRITING BY SELLER.
• Operating Conditions: Buyer is solely responsible for determining product suitability for its intended application. Buyer must ensure that all products are selected, installed, operated, and maintained strictly within the pressure ratings, temperature ranges, medium/fluid compatibility limits, material limitations, torque requirements, actuation requirements, and design guidelines provided by Seller.
• Warranty Exclusions: The warranty excludes normal wear and tear, consumable parts, improper maintenance or installation, operation outside rated design limits, unauthorized alterations, use of incompatible media, external damage, corrosion caused by external environment, force majeure events, and defects arising from Buyer-supplied designs, drawings, specifications, or materials.
• Claim Support: Warranty claims must include the product serial number or order reference, photographs or videos where reasonably available, operating conditions, installation details, and any test report reasonably requested by Seller.

7. Charges, Tooling & Customer Materials

• Additional Charges: Non-standard packaging, testing, certification, inspection, expedite fees, documentation, engineering changes, storage, re-handling, or disruptions caused by Buyer may be invoiced at Seller’s standard rates or actual cost plus a reasonable administrative margin. Expedite fees remain due even if unforeseen delays occur, unless caused solely by Seller’s willful misconduct.
• Tooling: Special tooling, fixtures, molds, or gauges created by Seller remain Seller’s property unless otherwise agreed in writing. Buyer-supplied tooling is maintained with reasonable care but at Buyer’s risk. Unclaimed Buyer tooling may be disposed of after two (2) years upon thirty (30) days’ written notice unless Buyer arranges collection and pays any outstanding storage costs.
• Customer Materials: Buyer warrants that Buyer-furnished materials, drawings, specifications, designs, software, or instructions are complete, accurate, defect-free, lawful, and fit for their intended purpose. Buyer shall bear all costs, scrap, rework, delay, and liability resulting from defects or inaccuracies in Buyer-furnished materials or instructions.

8. Order Cancellation

If Buyer cancels or requests suspension of an accepted order, Buyer shall pay the greater of:

• (a) two percent (2%) of the total contract value; or
• (b) all actual costs incurred by Seller plus a five percent (5%) administrative fee.

If the goods are complete, substantially complete, custom-manufactured, procured specifically for Buyer, or cannot reasonably be resold as standard stock, the full contract price shall become due. The parties agree that such amounts represent a genuine and reasonable pre-estimate of liquidated damages and are not a penalty.

9. Limitation of Liability & Indemnity

Indirect Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, LOST SALES, PRODUCTION DOWNTIME, BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF DATA, OR THIRD-PARTY CLAIMS.

Maximum Liability: SELLER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER SHALL NOT EXCEED THE CONTRACT PRICE ACTUALLY PAID OR PAYABLE BY BUYER FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

The limitations above shall not apply to: (a) death or personal injury caused by a party’s negligence; (b) fraud or fraudulent misrepresentation; (c) willful misconduct; (d) Buyer’s payment obligations; or (e) Buyer’s indemnification obligations under Sections 4, 6, 7, 10, and 12 of these Terms.

Buyer shall indemnify, defend, and hold Seller harmless from all liabilities, losses, damages, costs, and expenses arising from Buyer’s use, storage, installation, resale, or modification of the goods; Buyer’s breach of law; Buyer’s designs, specifications, or instructions; or Buyer’s infringement of third-party rights.

10. Intellectual Property & Confidentiality

• IP Rights: Seller retains all right, title, and interest in and to its designs, drawings, CAD files, calculations, pressure boundary specifications, patents, trade secrets, technical documentation, software, test procedures, manufacturing know-how, and valve configurations. All custom engineering, customized valve configurations, and design modifications developed by Seller remain Seller’s sole intellectual property unless expressly assigned in writing.
• Restrictions: Buyer shall not reverse engineer, decompile, disassemble, copy, reproduce, disclose, or create derivative works from Seller’s intellectual property except as strictly necessary to use the goods for their intended purpose under the relevant order.
• Confidentiality: Each party shall keep the other party’s proprietary information confidential for three (3) years after termination or expiry of the relevant transaction, and indefinitely for trade secrets.
• Data Protection: Both parties shall comply with applicable data protection laws, including GDPR where applicable, and shall use personal data only for the performance of the relevant transaction.

11. Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, government actions, embargoes, export controls, port congestion, strikes, fire, flood, utility failures, cyberattacks, material shortages, or transport disruptions. Force majeure does not excuse Buyer’s payment obligations. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected portion of the order upon written notice without further liability except for amounts due before termination.

12. Trade Compliance, Sanctions & Anti-Bribery

• Sanctions & Export Controls: Buyer represents and warrants that it shall comply with all applicable trade compliance, export control, and economic sanctions laws and regulations. Buyer shall not sell, transfer, export, re-export, divert, or otherwise dispose of the goods, directly or indirectly, to any comprehensively sanctioned country, territory, sanctioned party, prohibited end-user, or prohibited end-use, including military, nuclear, chemical, biological, or missile-related end-uses where restricted, without all required authorizations.
• End-User Information: Upon Seller’s reasonable request, Buyer shall provide end-user, end-use, vessel, project, or destination information reasonably required for Seller’s trade compliance assessment. Seller may refuse or cancel any order if compliance risks cannot be resolved.
• Anti-Bribery: Each party shall comply with applicable anti-bribery and anti-corruption laws. Buyer shall not offer, promise, or provide any improper payment, gift, or benefit to any person to obtain or retain business or an improper advantage.
• Right to Suspend or Terminate: Seller may immediately suspend, cancel, or terminate any quotation or order without liability if Seller reasonably believes that performance may violate applicable sanctions, export controls, anti-bribery laws, or Seller’s compliance policies.
• Indemnity: Buyer shall indemnify Seller against all losses, fines, penalties, costs, and liabilities arising from Buyer’s breach of this Section 12.

13. Governing Law & Dispute Resolution

• Governing Law: These Terms and all related transactions are governed by the laws of the People’s Republic of China, excluding its conflict-of-law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods (“CISG”).
• Negotiation: The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms through negotiation for thirty (30) days after written notice of the dispute, unless interim relief is required.
• Arbitration: If the dispute is not resolved, it shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing for arbitration in English by a sole arbitrator in accordance with the CIETAC arbitration rules in effect at the time of application. The arbitral award shall be final and binding.
• Interim Relief: Nothing prevents either party from seeking interim, injunctive, or conservatory relief from a competent court or arbitral tribunal to protect intellectual property rights, confidential information, or urgent payment/security interests.

14. General Provisions

• Assignment: Buyer may not assign or transfer any rights or obligations under any order without Seller’s prior written consent. Seller may subcontract manufacturing or services while remaining responsible for its contractual performance, and may assign receivables to financial institutions or affiliates.
• Notices: Notices shall be in writing and may be delivered by email to the contacts stated in the relevant quotation, order confirmation, or commercial documents, subject to confirmation of transmission where reasonably required.
• Severability: If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in effect.
• Waiver: Waiver of any breach shall not constitute waiver of any subsequent breach.
• Survival: Sections 3, 5, 6, 8, 9, 10, 12, 13, and 14 shall survive termination or expiry of any order.
• Entire Agreement: These Terms and Seller’s accepted quotations, order confirmations, and related documents constitute the entire agreement between the parties concerning the subject matter and supersede all prior communications, unless a separately negotiated written contract expressly states otherwise.
• Amendments: Any amendment must be made in writing and signed or otherwise expressly confirmed by Seller.
• Electronic Records: Electronic signatures, emails, PDF documents, and system-generated order confirmations shall be valid and enforceable to the extent permitted by applicable law.