1.    Definitions

Customer means the customer to whom MAINNING has contracted to supply Goods;

Goods means the goods which MAINNING has contracted to supply to the Customer;

MAINNING means MAINNING CO.,LIMITED; 

2.    Orders

2.1  A quotation given by MAINNING to the Customer is not an offer to sell. A contract between MAINNING and the Customer only arises in accordance with clause 2.2.

2.2  Each order constitutes an offer by the Customer to acquire the Goods from MAINNING on these conditions to the exclusion of all other conditions. A contract is made only when MAINNING accepts an order, which may be by supplying all or part of the Goods ordered.

3.    Status

3.1  These conditions replace all previous conditions imposed by MAINNING and apply to the exclusion of any conditions of purchase used by the Customer even if they form part of the Customer's order. No variation of these conditions binds either party unless confirmed in writing by MAINNING.

4.    Price

4.1  Unless MAINNING states otherwise, prices are set out in MAINNING's price list, which is subject to alteration without notice. The price payable is the price set as at the date of invoice.

4.2  Prices include MAINNING's standard packaging. MAINNING may charge extra for special packaging arrangements.

4.3  Where MAINNING gives a quotation to the Customer in respect of the price of goods, subject to any express contrary provision in the quotation, prices quoted apply only to contracts made within 90 days of the date of the quotation. After that, prices quoted are subject to change without notice to reflect prices in effect as at the date of invoice.

4.4  Unless expressly stated otherwise, prices of Goods do not include any foreign government duties, charges and taxes. Where applicable, those duties, charges and taxes will be added to the price or will be otherwise payable as a separate charge to be paid by the Customer.

5.    Payment

5.1  All invoices are due and payable in full by T/T or Irrevocable L/C or other both of sides agreed payment specified in invoice. Payment in time is of the essence for contract. Otherwise, MAINNING reserve the right to require interest from the Customer.

5.2  The Customer must pay interest on any overdue invoice at 2% above Bank of China reference lending rate. Interest is calculated daily from the due date until the invoice is paid in full;

6.    Supply and risk

6.1  Risk in Goods passes to the Customer on the earlier of:

      a. collection of the Goods by the Customer;

      b. subject to clause 9.2, delivery of the Goods to the Customer; or

      c. supply of the Goods to a carrier for delivery to the Customer.

6.2  A certificate signed by an officer of MAINNING confirming collection or delivery, or a delivery docket signed by an employee of the Customer or any other person with the Customer's ostensible authority, is conclusive evidence of collection or delivery.

6.3   MAINNING may:

6.3.1 withhold supply to the Customer where:

     a. MAINNING has insufficient Goods to fulfill the order;

     b. the Goods ordered have been discontinued;

     c. the Customer is in breach of any contract with MAINNING; or

     d.  MAINNING considers it appropriate for any other reason;

6.3.2  supply by installments; and

6.3.3 require payment for the Goods before delivery, or cash on delivery, and, if MAINNING exercises any of these rights, the Customer has no right to:

6.4   terminate any contract with MAINNING; or

6.5   claim any loss or damage.

7     Reservation of title

7.1    Title to the Goods does not pass until payment in full in cleared funds of all money owed to MAINNING for the Goods and all other money owed to MAINNING by the Customer.

7.1.2  Until title to the Goods passes to the Customer under clause 7.1(a), the Customer possesses the Goods as fiduciary bailee and agent for MAINNING and is only authorized to sell the Goods in the ordinary course of business (which does not include sale for less than cost or on conditions). On taking delivery of the Goods, the Customer must keep the Goods separate from other goods on the Customer's premises.

7.1.3  If the Customer fails to comply with any of these conditions or MAINNING in its absolute discretion considers that the Customer is in financial difficulties, MAINNING:

         a. has the right to immediate possession of the Goods and the Customer irrevocably authorizes MAINNING to enter any premises occupied by the Customer at any time(forcibly if necessary) in the Customer's name, without notice to any person, and take the Goods;

         b.   may retain all money paid on account of the Goods;

         c.   may cease delivery of the Goods; and

         d.   may recover from the Customer all losses (including loss of profits) without affecting any of its other rights and without being liable in any way to any person.

7.2   MAINNING seeks to recover the Goods, they have been incorporated in any product:

        a.     MAINNING and the Customer will be treated as owners of that product as tenants in common in proportion to their respective contributions; and

        b.    if relevant, the Customer will be presumed to have disposed of products not incorporating the Goods ahead of products incorporating the Goods.

7.3   Clauses 7.1 and 7.2 are not intended to create a charge over the Goods or any book debts. To the extent that any part of clauses 7.1 and 7.2 are construed as creating a charge, the offending words are to be treated as deleted.

7.4   Clauses 7.1 and 7.2 do not purport to confer on MAINNING any contractual rights but only serve as confirmation of MAINNING's rights at law and in equity.

8.  Liability of MAINNING and Customer

8.1  Except for rights which the Customer has in respect of the supply of Goods under the latest International Trade Practice(Practice) and other applicable laws and which cannot be lawfully excluded, restricted, modified or limited:

8.1.1 MAINNING is not liable for any loss (except under clause 8.2) which the Customer suffers, incurs or is liable for in connection with the supply of Goods under these conditions; and

8.1.2  all conditions and warranties, statutory or otherwise, are excluded in relation to Goods supplied by MAINNING.

8.2  Where MAINNING is not permitted under the Practice or other applicable laws to exclude, restrict or modify its liability for breach of a condition or warranty implied by the Practice  or other applicable laws, but is permitted to limit its liability for breach of that condition or warranty, MAINNING's liability is limited to one of the following as determined by MAINNING.

 

8.2.1       replacement of the Goods or the supply of equivalent Goods; or

8.2.2       payment of the cost of replacing the Goods or of acquiring equivalent Goods.

8.3  The Customer acknowledges that it has not relied on any representation made by MAINNING which has not been expressly stated in these conditions.

8.4 The Customer indemnifies MAINNING against all loss, liability, cost (including legal costs on a full indemnity basis) and expense incurred by MAINNING:

8.4.1  in connection with any act or omission of the Customer including, but not limited to, negligence of the Customer or any unauthorized representation made or warranty given by the Customer in connection with the Goods; or

8.4.2       as a result of any claim made or action brought in connection with the Goods or their use other than a claim or action brought by the Customer under these conditions or a condition or warranty implied by law which is not excluded by these conditions.

8.5  MAINNING is not liable for:

8.5.1       loss or damage of any kind resulting from delay or inability to deliver the Goods caused by war, riot, insurrection, act of God, fire, strike, industrial disturbance, accident, acts of government or public authorities, non-delivery of materials from MAINNING's suppliers or any other cause beyond MAINNING's control; or

8.5.2       any consequential, special or contingent damages which may be claimed to have resulted from the use of the Goods or from MAINNING's failure to perform any obligation in accordance with these conditions.

8.6  MAINNING is not liable for any loss or damage incurred by the Customer or a third party where, after delivery, the Goods are attacked by termites.

9     .Method of delivery

9.1 Unless the contract specifies the means by which Goods are to be transported, MAINNING will choose the means of transport.

9.2 Unless otherwise agreed by MAINNING and the Customer, MAINNING will deliver the Goods to the Customer's store or Customer's preferred place where they must be unloaded at the Customer's cost and risk.

10    .Returns and replacement

10.1  Except for a claim based on a condition or warranty implied by law which cannot be excluded, the Customer is not entitled to make a claim against MAINNING In connection with Goods unless:

10.1.1     the Customer gives MAINNING written notice of the claim within (30) Thirty days from the date of delivery of the Goods; and

10.1.2     the Goods in respect of which the claim is made are preserved intact and are made available for MAINNING's inspection.

10.2  MAINNING may reject Goods returned by the Customer where the Customer has not complied with the requirements of clause 10.1 and may return those Goods to the Customer at the Customer's expense.

10.3  MAINNING's liability to the Customer is limited to the options in clause 8.2.

11    .Cancellation or variation of order

11.1 The Customer may cancel or vary an order only with MAINNING's written consent. The Customer is liable for all work undertaken and material ordered or used by MAINNING up to the time of MAINNING's consent.

12    .Governing law

     The contract between MAINNING and the Customer for the supply of Goods is governed by the laws of Chinese in which the acceptance of order is issued.

13    .Waiver

     A party does not waive a right or power simply because it fails to exercise or delays exercising that right or power. A single exercise of a right or power does not

prevent exercising it again or exercising any other right or power. A right or power may only be waived in writing signed by the party to be bound by the waiver.

14    .Severability

    Any provision in these conditions which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be

valid and enforceable. Otherwise the provision may be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these

conditions in that jurisdiction or the validity or enforceability of that provision in any other jurisdiction.

15    .Notices

15.1 A notice to be given or an invoice to be issued by MAINNING under these conditions may be given or issued by:

15.1.1  leaving it at or posting it to the Customer's address; or

15.1.2     faxing it to the Customer's fax number, last notified in writing to MAINNING, and is taken as given;

15.1.3     at the time it is left;

15.1.4     if posted, on the next business day after it is posted; or

15.1.5     if faxed, when transmitted to the Customer, but if transmission is on a day which is not a business day or is after 5.00pm in the place of receipt, it is taken as given at 9.00am on the next business day.

16    .Assignment

16.1  The Customer may not assign its rights or obligations under the contract between MAINNING and the customer for the supply of Goods without MAINNING's prior written consent, which MAINNING may give or refuse in its sole discretion.

17    .Interpretation

    In these conditions, unless the context requires otherwise:

17.1 if the Customer comprises more than one person, a promise or agreement by the Customer binds each person individually and all of them jointly;

17.2 a reference to the Customer includes the Customer's legal personal representatives and successors; and

17.3 a reference to legislation includes any amendment to that legislation, any consolidation or replacement of it, and any subordinate legislation made under it.

18    .Warranty

18.1 MAINNING warrant the merchandise offered to be free from defects of workmanship and material for a period of (12) Twelve months from the date of dispatch.

18.2 MAINNING liability for breach of warranty is limited to the purchase price of the merchandise which has failed through defect or, at MAINNING's option, the replacement of such merchandise upon its return to MAINNING with due allowance for the service already rendered.

18.3 :MAINNING will not be responsible for consequential damage, loss, or expense, howsoever arising.

19    .Legal

     MAINNING reserves the right to change or vary the design and construction of any of it's products without notice. Every care has been taken in the development

of this site and the publications herein.