Terms & Conditions of Quotation and Sales

Last Updated: July 29, 2025

1. Quote Validity. Prices and lead times stated in Seller's quotation are valid for the period specified therein. If no period is specified, they are valid for 30 days from the date of the quotation. All orders are subject to written acceptance by Seller.

2. Payment Terms. Buyer shall pay all invoices within the agreed-upon payment term. Invoices unpaid 30 days after their due date will accrue interest at 1% per month or the maximum rate permitted by law, whichever is less. In the event of non-payment, Buyer agrees to pay Seller all collection costs, including reasonable attorney’s fees. Partial payments shall not waive Seller’s rights to the full amount due. Seller reserves the right to suspend performance or impose alternative payment terms if payment is not received on time or if Buyer’s creditworthiness becomes unsatisfactory in Seller’s sole discretion. Buyer waives any right of setoff.
Title to the goods shall not pass to Buyer until full payment is received by Seller. Until such payment, Seller retains title and the right to repossess the goods.

3. Effect of Buyer Modifications. Prices and delivery terms are subject to change if Buyer requests any modifications to the original quotation.

4. Acceptance of Quotation by Buyer. Buyer may accept Seller's quotation through any customary written or electronic communication.

5. Acceptance of Orders by Seller. All purchase orders are subject to written acceptance by Seller. Receipt or acknowledgment of a purchase order does not constitute acceptance. Only written confirmation explicitly stating acceptance shall bind Seller.

6. Limitation of Warranties. Seller warrants that the goods conform to the specifications provided. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Buyer is solely responsible for the suitability of the goods for its intended use.

7. Force Majeure. Seller is not liable for delay or failure due to causes beyond its control, including but not limited to labor disputes, war, fire, flood, accident, storm, or governmental regulations. If the delay continues for more than 60 days, Seller or Buyer may terminate the affected portion of the contract without liability.

8. Special Tooling. Unless otherwise agreed in writing, special tooling developed by Seller remains its property. Tooling supplied by Buyer will be maintained with reasonable care at Buyer's risk. Buyer is advised to insure such property. Unclaimed tooling after two years may be disposed of following 30 days’ written notice.

9. Buyer’s Request for Changes. Any post-acceptance changes requested by Buyer must be in writing and shall constitute a request to renegotiate the contract.

10. Engineering Charges. Buyer shall bear costs arising from delays due to Buyer-related engineering issues, including downtime, set-up, and re-set up charges, based on Seller's current shop rate.

11. Cancellation by Buyer. If Buyer cancels an accepted order, Buyer shall pay the greater of (a) 2% of the contract value or (b) Seller’s incurred costs plus a 5% cancellation fee. If goods are complete at cancellation, Buyer shall pay the full contract price. These rights are in addition to any remedies available by law.

12. Incidental Charges. Special packaging, inspections, or other non-standard requirements not included in the quotation shall be subject to additional charges.

13. Short Count. Buyer must notify Seller in writing of any short count within five (5) business days of delivery. Absent notice, the shipment is deemed correct.

14. Damaged Goods. Any shipping damage must be reported to Seller within five (5) business days of receipt.

15. Nonconforming Goods. Goods are presumed conforming unless Buyer notifies Seller in writing within five (5) business days of delivery. Unless otherwise agreed, Buyer bears all return costs. Seller’s sole obligation is to repair or replace nonconforming goods. THIS IS BUYER’S EXCLUSIVE REMEDY.

16. Customer Furnished Materials. Buyer-supplied raw or semi-finished materials remain Buyer’s property. Seller is not liable for scrapped materials. Buyer warrants such materials are suitable and defect-free. Buyer shall replace any defective material and pay for all work performed to the point of discovery.

17. Buyer's Risk and Indemnity. Buyer assumes all risk and agrees to indemnify Seller and its affiliates from any loss or liability arising out of the handling, use, storage, disposal, or application of the goods, including third-party claims, intellectual property issues related to Buyer’s specifications, or failure to comply with law.

18. Limitation on Liability. SELLER’S TOTAL LIABILITY, WHETHER BASED IN WARRANTY, CONTRACT, NEGLIGENCE, INDEMNITY, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. SELLER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS, EXCEPT FOR DAMAGES RESULTING FROM GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

19. Construction and Modification. These Terms, together with Buyer’s accepted purchase order, represent the entire agreement between the parties and supersede all prior discussions. No modifications shall be binding unless in writing and signed by both parties.

20. Governing Law and Jurisdiction. his agreement shall be governed by and construed in accordance with the laws of People’s Republic of China, and any disputes shall be resolved exclusively in the courts located in People’s Republic of China.

21. Expedite Policy. Expedite fees will be charged to Buyer to cover Seller’s additional costs. Seller will make a good faith effort to meet the expedited schedule, but such fees remain due even if shipment is delayed, unless otherwise agreed in writing.

22. Return Authorization. Returns require a Return Materials Authorization (RMA) from Seller. Unauthorized returns may be rejected. Buyer is liable for inspection costs if the return is found unjustified.

23. Orders Placed on Hold. Orders will be placed on hold if discrepancies exist between the purchase order and the quotation. Seller will notify Buyer. Work will resume only after resolution. Seller is not liable for delays caused by hold status.

24. Price Escalation. Prices may be adjusted if raw materials, components, or processing costs increase by more than 10%. If Buyer does not accept revised pricing within 5 business days, Seller may cancel undelivered portions of the order without liability.

25. Acceptance of Terms. By issuing a purchase order based on a Seller quotation referencing these Terms, Buyer accepts all terms herein unless specifically contradicted in writing on the purchase order and agreed by Seller in writing.

26. Definitions. For the purposes of these Terms and Conditions, "Seller" refers to Safyric Valve Co., Ltd. and "Buyer" refers to the entity or person issuing the purchase order to Seller.