Terms and Conditions
Shaanxi Nuoying Automation Instrument Co., Ltd. (hereinafter referred to as the "Seller") agrees to sell all rights, title and interest in the goods listed on this website to the Buyer, and the Buyer shall purchase the goods in accordance with the following terms and conditions. Any waiver or amendment of these Terms and Conditions shall be binding on the Seller only if it is expressly stated in writing as such a waiver or amendment and signed by an authorized representative of the Seller.
Terms of Use (Reserve)
1. Application of Terms
By accessing this website, you agree to be bound by these Website Terms and Conditions of Use and all applicable laws and regulations, and agree to comply with any applicable local laws on your own. If you do not agree to any part of these Terms, you shall not use or access this website. The materials contained on this website are protected by applicable copyright and trademark laws.
2. Use License
2.1 Scope of License
You are granted permission to temporarily download one copy of the materials (information or software) on the NUOYING website solely for personal, non-commercial transitory viewing. This is a license, not a transfer of title, and under this license, you shall not:(1) Modify or copy the materials;(2) Use the materials for any commercial purpose or any public display (whether commercial or non-commercial);(3) Attempt to decompile or reverse-engineer any software contained on the NUOYING website;(4) Remove any copyright or other proprietary notices from the materials;(5) Transfer the materials to another person or "mirror" the materials on any other server.
2.2 Termination of License
This license will automatically terminate if you violate any of the above restrictions, and NUOYING reserves the right to terminate this license at any time. Upon termination of your access to the materials on this website or termination of this license, you must destroy all downloaded materials in your possession, whether in electronic or printed format.
3. Disclaimer
3.1
The information contained on this website is for informational purposes only. While NUOYING endeavors to keep the information up-to-date and accurate, it makes no representations or warranties of any kind, express or implied, regarding the completeness, accuracy, reliability, suitability or availability of this website or the information, products, services or images contained on the website for any purpose.
3.2
Any risk arising from your reliance on the information on this website shall be borne by you alone. Under no circumstances shall NUOYING be liable for any loss or damage (including but not limited to indirect loss, consequential damages, or any loss or damage arising from data loss or profit loss) resulting from the use of this website.
3.3
Some pages of this website contain links to third-party websites not managed by NUOYING. Such websites are beyond NUOYING’s control, and their privacy policies, security standards or accessibility standards may differ from those of this website. NUOYING shall not be liable for the content or accessibility of such websites.
3.4
The inclusion of links to third-party websites on this website does not imply that NUOYING recommends such websites or endorses any views expressed on them; such links are provided solely for your convenience in obtaining information.
3.5
NUOYING will make reasonable efforts to ensure that this website is accessible to users, but does not guarantee continuous or uninterrupted access to this website.
4. Limitations of Liability
Under no circumstances shall NUOYING or its suppliers be liable for any damage (including but not limited to damage caused by data loss, profit loss or business interruption) arising from the use or inability to use the materials on the NUOYING website, even if NUOYING or an authorized representative of NUOYING has been notified orally or in writing of the possibility of such damage. Since some jurisdictions do not allow limitations on implied warranties or limitations on liability for consequential damages or incidental damages, the above limitations may not apply to you.
5. Revisions and Errata
The materials on the NUOYING website may contain technical, typographical or photographic errors. NUOYING does not warrant that any of the materials on its website are accurate, complete or up-to-date. NUOYING may make changes to the materials contained on its website at any time without notice; however, NUOYING does not commit to updating such materials.
6. Links
NUOYING has not reviewed all third-party websites linked to its website and shall not be liable for the content of any such linked websites. The inclusion of any link does not imply endorsement of the website by NUOYING; any risk arising from the use of any such linked website shall be borne by you alone.
7. Modifications to Website Terms of Use
NUOYING may revise these Website Terms of Use at any time without notice. By using this website, you agree to be bound by the then-current version of these Terms and Conditions of Use.
8. Governing Law
Any claim relating to the NUOYING website shall be governed by the laws of South Africa, without regard to its conflict of law provisions.
Order Instructions
1. Orders and Acceptance
All orders shall take effect only after being reviewed and approved by the Seller (unless the Buyer is contacted to confirm the order has taken effect). The Seller’s acceptance of any purchase order from the Buyer is conditional on the Buyer’s agreement to comply with these Terms and Conditions; these Terms and Conditions shall supersede and replace all terms and conditions set forth in any purchase order, specification or other document issued by the Buyer. The Seller shall not recognize any additional, different or conflicting terms and conditions proposed by the Buyer in such documents; such documents shall not apply to any sales transactions of the Seller nor be binding on the Seller in any way.
2. Prices and Discounts
2.1
All prices and discounts shall be implemented in accordance with the Seller’s established price and discount system, and the Seller reserves the right to adjust them without prior notice. The price of the goods shall be based on the price on the date when the Buyer places the order with the Seller.
2.2
All prices are set by Shaanxi Nuoying Automation Instrument Co., Ltd. The Buyer shall bear and pay all shipping and additional handling fees; for some countries, customs clearance fees shall be borne by the Buyer.
2.3
Unless otherwise agreed, all payments shall be completed within 5 days from the date of order creation, and all payments shall be made to the Seller in U.S. Dollars.
2.4
The Seller’s quoted prices and selling prices do not include sales tax, use tax, excise tax, customs duties or other similar taxes. In addition to the quoted amount, the Buyer shall pay any current or future sales tax, use tax, excise tax, customs duty or other similar charges, fees or taxes applicable to the Seller’s sale of the goods, unless the Buyer provides the Seller with valid tax exemption certificates or other documents recognized by tax authorities or customs at the time of placing the order to be exempted from such taxes.
2.5
The Seller shall not assume any responsibility or obligation for import duties, statutory fees, regulatory fees or taxes imposed by any foreign government.
2.6
The Buyer shall bear primary liability for the purchase price, and the Seller shall not be obligated to accept any payment items or payment conditions that may transfer such payment liability to a third party not a party to this sales contract (whether such third party is the U.S. Government, its agencies or subdivisions or not).
3. Delivery and Risk of Loss
3.1
Delivery dates are only estimated. If the Seller completes delivery within a reasonable period after the agreed delivery date, it shall not constitute a breach of contract nor shall the Seller be liable to the Buyer.
3.2
The Seller shall not be liable for any delay in delivery caused by the Buyer’s failure to provide necessary information in a timely manner.
3.3
Title to the goods and all risks of loss or damage to the goods shall pass to the Buyer upon delivery of the goods to the carrier.
4. Force Majeure
4.1
The Seller shall not be liable for failure to deliver or delay in delivery of any goods due to any cause beyond its control, including but not limited to: acts of God, civil unrest, military operations, insurrection, terrorist acts, fire, explosion, accident, epidemic, flood, drought, riot, war, transportation restrictions, sabotage, labor disputes, governmental actions, or the inability of the Seller, its suppliers or subcontractors to obtain raw materials, labor, components, production facilities or transportation services.
4.2
In the event of any such delivery delay, the Seller may choose to terminate this sales contract or extend the delivery or performance period under this contract by a period equal to the time lost due to such delay.
4.3
If the Seller’s production capacity is reduced due to any of the above reasons, the Seller shall have the right to allocate its production among its various customers in a commercially fair and reasonable manner.
4.4
If the delivery date is delayed or extended due to any of the above reasons and the Buyer changes the shipping instructions, any additional shipping costs arising therefrom shall be borne by the Buyer and included in the purchase price.
5. Weights, Dimensions, and Designs
5.1
The shipping weights and dimensions provided by the Seller in product catalogs or other channels are reference values as close to the actual values as practicable, and the Seller does not make any guarantees thereof.
5.2
The Buyer shall not make any claims for discrepancies between the actual weight or dimensions of the shipped goods and the listed data.
5.3
All designs and specifications of the goods are subject to change without prior notice from the Seller.
6. Shipping and Packaging
6.1
All goods shall be carefully packaged before shipment; if the carrier issues a "receipt of delivery" certificate, the Seller shall not be liable for any loss, delay or damage to the goods occurring thereafter.
6.2
Claims for damage, loss or delay of the goods shall be filed by the Buyer with the carrier; the Seller may assist the Buyer in obtaining reasonable compensation for such claims.
6.3
If the Buyer does not specify a shipping method, the Seller may choose a shipping method and carrier that it deems reliable at its own discretion.
7. Cancellation
The Buyer shall not cancel an order, nor change the product specifications, shipping schedule or make other changes, without the prior written consent of the Seller; even if such consent is obtained, the Buyer shall bear any price difference arising from such cancellation or change.
8. Compliance with Laws and Safety Regulations
The Buyer shall be solely responsible for ensuring the safe use, maintenance and operation of all products or goods provided by the Seller (including all optional accessories, safety equipment and additional components).
9. Seller’s Warranty and Limitation of Liability
9.1
Seller’s Warranty: Under normal use and maintenance conditions, or within 12 months from the date of shipment from the Seller’s factory (whichever occurs first), the goods shall be free from defects in materials and workmanship.
9.2
If the following conditions are met within the above warranty period, the Seller may, at its sole discretion, repair or replace the goods within a reasonable period:(1) The Seller receives a written notice (with a detailed description of the defect) promptly after the Buyer discovers the defect in the goods;(2) The Seller’s inspection of the returned goods confirms that the goods are indeed defective, and such defect is not caused by accident, abuse, misuse, negligence, improper installation, repair/modification/alteration or other physical changes performed by a party other than the Seller, improper testing, or use contrary to the Seller’s instructions.
9.3
For goods repaired under this warranty, the Seller shall ship them back to the Buyer with prepaid freight. The performance of this warranty shall not extend the warranty period of any goods beyond the warranty period applicable to the originally delivered goods.
9.4
The above warranty constitutes the Seller’s sole liability and the sole remedy for the Buyer and all third parties claiming through or under the Buyer for any breach of warranty or non-conformity of the goods under these Terms.
9.5
This warranty is exclusive and supersedes all other warranties, whether express, implied, arising from trade usage or statutory, including but not limited to the warranties of merchantability and fitness for a particular purpose; the Seller expressly disclaims such non-exclusive warranties to the maximum extent permitted by law.
9.6
Under no circumstances shall the Seller be liable for special damages, indirect damages, consequential damages, loss of use or loss of profits resulting from the Seller’s performance or non-performance of obligations, provision/performance of goods or the Buyer’s use of goods, whether due to breach of contract, breach of warranty, statute, tort (including the Seller’s own tort) or other reasons.
9.7
Under no circumstances shall the total liability of the Seller under this Agreement exceed the total amount paid by the Buyer to the Seller under this Agreement.
9.8
The above limitations of liability shall also apply to any injuries and/or damages of any nature arising in any way from the Buyer’s use of any engineering recommendations, technical support, advice or data provided by the Seller in connection with the goods supplied by the Seller.
10. Non-Warranty Returns for Repair
If the Buyer needs to return goods for repair due to reasons not covered by the Seller’s warranty, the Buyer shall first notify the Seller in writing; after receiving the shipping notice from the Seller, the Buyer may return the goods to the Seller’s business location with prepaid freight. The Seller’s Service Department shall repair such goods at a commercially reasonable cost. To apply for non-warranty return, the Buyer shall provide all possible information regarding the product defect, as well as details of the product’s installation and usage.
11. Returns for Credit
11.1
The Seller shall not accept any returns for credit unless prior written permission from the Seller is obtained, and only returns from the original purchaser shall be accepted.
11.2
Only product models and designs that are still in active demand in the Seller’s current product line shall be accepted for credit.
11.3
The credit amount shall be based on the current price at the time of return or the original invoice price, whichever is lower, and shall be subject to deduction of expenses incurred to restore the goods to a salable condition.
11.4
For obsolete goods or custom-manufactured goods, returns shall be accepted only if the Seller, in its sole discretion, deems them valuable to the Seller, and the scope of such returns shall be determined solely by the Seller.
12. Notice of Claims by Buyer
12.1
If the Buyer claims that the goods provided by the Seller do not comply with these Terms and Conditions or any warranty herein and requires the Seller to bear liability, the Buyer shall send a written notice (clearly stating the content of the claim) within the following period; otherwise, the Seller shall not be liable: such period shall be the earliest date on which the Buyer could have discovered the basis for the claim through reasonable diligence, but in no event shall it be later than 12 months from the date of shipment from the Seller’s factory.
12.2
Except as provided above, the Seller shall not be liable for any claims under this contract for which the Buyer fails to send the written notice within the above period.
12.3
Failure by the Buyer to notify the Seller in accordance with the provisions shall constitute a waiver of all claims under this contract.
13. Ownership and Other Rights
13.1
Before the Buyer fully pays the purchase price of the goods, the Seller shall retain sole and exclusive ownership of and interest in the goods.
13.2
Under no circumstances shall the Buyer acquire any trade secrets, copyrights, patents, patent applications, trademarks or any other intellectual property rights or proprietary rights contained in the goods through this Agreement.
14. Indemnification
The Buyer shall indemnify the Seller and hold it harmless from and against any claims (including third-party claims), losses, costs, damages or expenses, fines, amounts paid in settlement, and reasonable legal fees and expenses (collectively referred to as "Claims") arising out of or in connection with any of the following: (1) the Buyer’s breach of this Agreement; (2) the Buyer’s negligence, gross negligence, bad faith, intentional misconduct or intentional illegal acts; (3) personal injury, death or property damage arising out of or in connection with the Buyer’s use or operation of the goods.
15. Assignment
The Buyer shall not assign any of its rights or obligations under this Agreement, nor any other purchase order entered into with the Seller, without the prior written consent of the Seller; any purported assignment without such consent shall be null and void.
16. Survival of Obligations
Obligations of the parties under this Agreement that by their nature should survive the termination, cancellation or expiration of this Agreement shall remain in effect after the termination, cancellation or expiration of this Agreement. Similarly, if any part of this Agreement is found to be unenforceable, it shall not invalidate the remainder of this Agreement.
17. Acceptance, Waiver and Acknowledgment
17.1
By receiving the goods under this Agreement, the Buyer accepts and agrees to be bound by all the terms and conditions herein.
17.2
Any waiver by the Seller of any breach by the Buyer, any term or condition of this Agreement, or any other purchase order with the Buyer shall not be deemed a continuing waiver.
17.3
The Buyer acknowledges that, except as expressly agreed herein, the Seller shall not be obligated, liable or accountable for any claims, guarantees or warranties (whether express or implied, statutory or arising by operation of law) in any manner or form whatsoever.