1. Claims
Seller is liable for quality/quantity discrepancy that is due to Seller’s intentional or negligent action;Seller is not liable for quality/quantity discrepancy that is due to accident, force majeure, or a third party’s intentional or negligent action. In case of quality/quantity discrepancy, claim shall be lodged by the Buyer within 14 days after the arrival of the goods at destination. Seller will not be responsible for any claim lodged by Buyer out of the above validity time of claims. Irrespective Buyer’s claim on quality/quantity discrepancy, Seller is not responsible unless Buyer successfully proves that the quality/quantity discrepancy is the result of Seller’s intentional or negligent action with inspection report issued by an inspection agency selected jointly by Seller and Buyer. Irrespective Buyer’s claim on quality/quantity discrepancy, penalty of late payment shall be incurred and accumulated at the date of which the payment is due unless Buyer successfully proves that the quality/quantity discrepancy is the result of Seller’s intentional or negligent action. Should Buyer prove Seller liable for the quality/quantity discrepancy with inspection report issued by an inspection agency selected jointly by Seller and Buyer,the late payment penalty shall be incurred and accumulated from the thirtieth (30th) day that Sellerredress the quality/quantity discrepancy.
2. Damages and Costs
In the event that one of the two parties breaches this contract, the breaching party is liable for the actual damages made to the other party. The actual damages do not include incidental, consequential, or accidental damages. The breaching party is also liable for the actual reasonable costs that the other party uses to claim and recover its damages, including mandatory fees for dispute resolution,but not includes counsel costs or attorney fees.
3. Force Majeure
The Seller shall not be liable for failure or delay in the delivery of the entire lot or a portion of the goods under this sales contract in consequence of any of the following causes, including but not limited to act of God, fire, flood, storm, earthquake, natural disaster, government action or rule,labor dispute or strike, terrorist activities, war or threat or war, invasion, rebellion or riot.
4. Applicable Law
Any disputes arising from this contract shall be governed by the PRC laws, and the terms of shipping shall be interpreted by Incoterms 2000.
5. Arbitration
Any dispute arising from the execution of or in connection with this Sales Contract should be settled through negotiation. In case no settlement can be reached within thirty (30) days from the time that dispute arises, the case shall be submitted to the China International Economic and Trade Arbitration Commission at its Beijing headquarters, for settlement by arbitration in accordance with the Commission’s provisional Rules of Procedure. The award rendered by the Commission shall be final and binding on both parties.
6. Effective Date
This Sales Contract takes effect on the date that the Seller and the Buyer sign the Contract and is set to expire on day/month/year.
