一般銷售條款和條件 General Terms and Conditions of Sales

Scope: The following Terms and Conditions of Sale (“Terms”) shall apply to transactions between INTCO MRO Supply Limited. (“Seller”) with its customer (“Buyer”).

1. Scope of Supply

1.1 The supply of goods or services shall be as defined in the relevant purchase order. Any changes or additions must be agreed in writing by both parties. The Seller reserves the right to reject any order that does not conform to these Terms.

1.2 All deliveries and services are governed solely by these Terms. Any reference by the Buyer to its own terms and conditions is expressly rejected. These Terms will also apply to all future business between the Seller and Buyer, even if not expressly agreed again. Any amendments to these Terms require written approval from the Seller.

2. Delivery Time, Delays, and Force Majeure

2.1 Delivery times provided are estimates and are not binding. The Seller reserves the right to extend delivery times due to unforeseen events.

2.2 The Seller shall not be held liable for any delays caused by circumstances beyond its control, including but not limited to labor disputes, acts of nature, governmental actions, or other events beyond the Seller’s reasonable control.

2.3 In the event of delay, the Buyer has no right to cancel the order or seek damages. The Seller will, however, make reasonable efforts to mitigate any delay.

3. Transfer of Risk and Acceptance

3.1 Risk passes to the Buyer upon delivery of the goods. The Seller is responsible for appropriate packaging and labeling.

3.2 The Buyer must inspect the goods promptly upon delivery and must notify the Seller of any defects or discrepancies in writing within seven (7) days. Failure to notify will be deemed acceptance of the goods.

4. Prices, Security, Set-Off, and Right to Withhold Performance

4.1 Prices are those stated in the order. The Seller reserves the right to adjust pricing if there are changes in cost.

4.2 The Seller may require the Buyer to provide security for payment if the Buyer’s financial condition is deemed unstable. Written notice will be provided if collateral is required.

4.3 The Buyer is not entitled to set off any claims against the purchase price. The Seller reserves the right to set off any claims it has against the Buyer.

4.4 The Seller may refuse to perform or terminate the contract if the Buyer fails to make timely payments.

5. Retention of Title

5.1 Ownership of goods remains with the Seller until full payment is received. The Seller reserves the right to reclaim goods in case of non-payment.

5.2 The Buyer must not sell or dispose of the goods until full payment is made. The Buyer must clearly identify the goods as property of the Seller.

6. Claims for Defects

6.1 The Buyer must notify the Seller in writing of any defects within seven (7) days of delivery, providing specific details of the issue.

6.2 The Seller reserves the right to inspect and test any goods claimed to be defective. Goods may also be inspected by an independent third party.

6.3 The Seller may choose to repair or replace defective goods or issue a credit for them at its discretion.

7. Liability

7.1 The Seller is not liable for any indirect or consequential damages. Liability for personal injury or property damage is limited to the extent permitted by law.

7.2 The Seller’s liability for any direct damages is limited to the purchase price of the goods.

8. Warranty and Limitation

8.1 After-sales service, including repairs and maintenance, is solely the responsibility of the Manufacturer or Brand Agent. The Buyer must direct all after-sales issues to the Manufacturer or Brand Agent, and the Seller bears no responsibility for such services.

8.2 The Buyer’s exclusive remedy for any breach of warranty is repair or replacement of defective goods. The Buyer is responsible for returning the defective goods to the Seller.

9. Compliance and Export Control

9.1 The Buyer must comply with all applicable laws regarding the import, export, and use of the goods. Compliance with export control regulations is the Buyer’s responsibility.

9.2 The Buyer must not export the goods without prior written consent from the Seller. Any violation of export control laws will give the Seller the right to terminate the contract.

10. Use of Software

10.1 If the goods include software, its use must comply with the Manufacturer or Brand Agent’s licensing terms.

10.2 The Buyer must not copy, modify, or reverse engineer the software. The Manufacturer or Brand Agent reserves the right to enforce its intellectual property rights.

11. Governing Law and Jurisdiction

11.1 This Agreement shall be governed by the laws of the jurisdiction where the Seller is located.

11.2 Any disputes shall be resolved exclusively in the courts located in the Seller’s jurisdiction.

12. Confidentiality

12.1 Both parties agree to maintain the confidentiality of all information exchanged, including but not limited to pricing, specifications, and customer information.

13. Termination

13.1 The Seller may terminate this Agreement if the Buyer breaches any term herein.

14. Entire Agreement

14.1 These Terms represent the entire agreement between the parties and supersede all prior agreements, whether written or oral.

15. Notices

15.1 All notices must be provided in writing and will be considered duly given when sent via email to specified addresses or personally delivered to the Seller’s registered address.

16. Severability

16.1 If any provision of these Terms is deemed invalid or unenforceable, the remainder shall remain in full force.

17. Waiver

17.1 Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce that provision at any future time.

Version 5.00