TERMS AND CONDITIONS OF SALE
1. Applicability of Terms & Conditions: These Terms & Conditions of Sale (“Terms”) will govern all sales of products (“Goods”) to a customer (“Buyer”) by Zhono USA, Inc. and its subsidiaries (collectively “Seller”). The Terms contained herein shall supersede all other terms, understandings, and conditions inconsistent herewith. Any additional or inconsistent terms, understandings, and conditions contained in any written or oral representations are objected to by Seller and will not be effective or binding as to Seller.
2. Price: (a) The price shall be that listed in the Seller's current Price List presented to Buyer, or such other price as the parties may agree in writing. (b) Buyer will be invoiced for Goods according to the price in effect at the time of shipment of Goods. (c) Minimum order is $50.00 (international orders may require higher minimum).
3. Shipments: Quotations and sales are F.O.B. point of shipment unless otherwise expressly stipulated; charges will be added to the invoice based on the location of the warehouse. Seller's shipping dates are approximate and based on receipt of orders with complete information.
4. Terms: All orders shall be subject to credit approval by the Seller. Payment terms are net thirty (30) calendar days from the date of the invoice. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and Seller reserves the right to (1) withhold shipment of the Goods until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Seller for the reasonable costs, including attorney’s fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment.
5. Cancellation: Buyer may not terminate, reduce, suspend, or cancel any order for Goods after Buyer’s purchase order is placed with Seller, unless Seller provides Buyer with explicit written consent to such termination, reduction, suspension or cancellation. Seller may withhold such written consent in its sole discretion.
6. Warranty: Goods furnished are guaranteed to be free from all latent defects in material and workmanship under normal use and service for a period of six (6) months from the date of shipment. However, Seller will not be obligated beyond the repair or replacement, at Seller’s sole discretion, of such Goods proven to be defective. Whether the Goods are manufactured by Seller or by another, such repair or replacement shall be Buyer’s exclusive remedy and Seller shall not be subject to any other or further liability and no claim for consequential or incidental damages will be allowed. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY TO THE GOODS. THIS SECTION SURVIVES THE TERMINATION OR CANCELLATION OF THE PURCHASE ORDER OR ANYOTHER DOCUMENT RELATING TO THE SALE OF GOODS FROM SELLER TO BUYER. The limited warranty provided is void if (i) the Goods are subject to misuse, abuse, modification or alteration or if the Goods are not used in accordance with Seller’s specifications, instructions and recommended procedures, (ii) the Goods are not stored or handled appropriately, (iii) the defect in the Goods resulted from damages occurring after delivery of the Goods, or (iv) the defect in the Goods has not been reported to Seller in writing within fifteen (15) days after the date on which the defect was or should have been discovered by Buyer. Seller will issue a Return Material Authorization (RMA) for products deemed defective and unusable. Buyer may not ship defective products to Seller without receiving an RMA from Seller.
7. Successors and Assigns: These Terms shall be binding upon and inure to the benefit of the parties, their successors and assigns, provided that Buyer may not assign the contract without Seller’s prior written consent, which Seller may withhold in its sole discretion.
8. Force Majeure: Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
9. Notice of Defect: Buyer shall notify Seller of any defect, error or shortage in Goods received by Buyer, in writing, within thirty (30) calendar days after delivery and such written notice must state the applicable order number or other information identifying the specific Goods at issue and must be accompanied by documents that substantiate the alleged defect, error, or shortage. If Buyer fails to provide Seller with such written notice within the required time, Buyer will be deemed to have waived such defect, error or shortage and to have accepted the Goods delivered.
10. Intellectual Property: Buyer agrees that it does not have any property interest in Seller’s intellectual property, including, but not limited to, its trademarks, trade names, copyrights, trade secrets, patents, know how or other proprietary rights of any nature whatsoever, whether or not incorporated in the Goods covered by these Terms, and Buyer will not attempt to reverse engineer any such Goods or disclose or use any such intellectual property without Seller’s prior written consent.
11. Governing Law: The validity and interpretation of these terms and conditions shall be governed by the laws of the state of North Carolina, without respect to its choice of law principles.