Definitions

  1. “Spring Technology” means Xi’an Spring Technology Co,.Ltd
  2. “Order Confirmation” means the written confirmation by Spring Technology. to the Purchaser of Spring Technology’s acceptance of a Purchase Order received from the Purchaser.
  3. “Purchase Order” means any purchase orders received from the Purchaser by Spring Technology. in relation to products and/or services of Spring Technology.
  4. “Purchaser” means any legal entity or individual that purchases products and/or services of Xi’an Spring Technology Co,.Ltd

General

  1. The comprehensive framework outlined in these General Terms and Conditions extends to encompass every offer tendered by Spring Technology, as well as each Purchase Order and subsequent Order Confirmation, all of which are fundamental components of the contractual relationship between the Purchaser and Spring Technology. The Purchaser solemnly acknowledges having familiarized themselves with the contents of these General Terms and Conditions, whether disseminated directly by Spring Technology or accessed through its official website, prior to engaging in any transaction involving the procurement of products or services from Spring Technology. By the mere act of submitting a Purchase Order, the Purchaser overtly and unreservedly signifies their acceptance of these General Terms and Conditions.
  2. It is expressly declared that THESE GENERAL TERMS AND CONDITIONS stand as the exclusive governing principles regulating all transactions involving the sale of goods and/or provision of services by Spring Technology to the Purchaser. These terms and conditions supersede any and all other terms and conditions, unless otherwise explicitly agreed upon in writing by Spring Technology. The Purchaser explicitly waives the application of their own terms and conditions by placing any Purchase Order with Spring Technology, irrespective of whether such terms and conditions have been presented to Spring Technology during the placement of the Purchase Order or at any other juncture.

Offers, Advertising Materials, Leaflets or Catalogues

  1. Descriptions, illustrations, and technical data, including but not limited to technical documents, specifications, drawings, and samples, provided by Spring Technology to the Purchaser through various mediums such as offers, advertising materials, leaflets or catalogues, whether in physical or electronic form (including those available on the website www.spring-connectors.com and affiliated platforms), are intended solely for informational purposes. Unless expressly guaranteed by Spring Technology, the company cannot be held accountable or liable for the accuracy, completeness, or errors in such technical data. Spring Technology reserves the right to update or modify this information without prior notice.
  2. Unless explicitly stated otherwise, the Purchaser acknowledges that any technical data provided by Spring Technology does not constitute a binding agreement or commitment. Spring Technology shall not be held liable for any consequences arising from the reliance upon such technical data unless explicitly guaranteed by the company.
  3. The duration of validity for any offer provided by Spring Technology will be clearly specified within the offer itself, ensuring transparency and clarity in all business transactions.

Reservation of Title

  1. Upon the complete settlement of the purchase price, ownership of the goods dispatched to the Purchaser is duly transferred to the Purchaser. It is incumbent upon the Purchaser to actively collaborate in all endeavors aimed at safeguarding Spring Technology’s ownership rights until such time as the entire purchase price has been satisfied. Furthermore, the Purchaser explicitly consents and authorizes Spring Technology, when deemed necessary, to effectuate the registration or entry of title reservation in any pertinent register as required by applicable legislation, with all associated formalities being at the expense of the Purchaser. Throughout the period of title reservation, the Purchaser assumes responsibility for maintaining the delivered goods in optimal condition at their own expense and procuring adequate insurance coverage for the same.
  2. The purchaser can sell, use, or include the goods Spring Technology supply in their business operations as usual. This arrangement applies not just to selling our goods, but also to any contracts where the purchaser uses or makes products with our goods.
  3. Spring Technology keep ownership rights and security interests in the goods until the purchaser finishes making products with them. If the purchaser combines our goods with those of other suppliers, we share ownership of the final product with those suppliers based on the value of our goods compared to theirs. If the purchaser uses our goods to make a product and loses ownership, they must transfer ownership of that product to us. The purchaser must store these finished products for us without charge.
  4. In the event that the full purchase price remains outstanding, Spring Technology reserves the entitlement to rescind the contract and reclaim possession of the goods dispatched to the Purchaser without necessitating prior formalities or the initiation of legal proceedings. The Purchaser undertakes not to contest the exercise of this right by Spring Technology. Any costs incurred as a result of implementing this clause, inclusive of rectifying any damages or wear and tear sustained by the relevant goods, shall be wholly borne by the Purchaser.

Conditions of Delivery

  1. Delivery periods will be specified in the Order Confirmation. Unless agreed otherwise, these periods are indicative. They start from the date of the Order Confirmation, provided all necessary formalities, installations, and technical issues are resolved.
  2. Spring Technology is not bound by delivery commitments in cases of force majeure, disruptions within the company, or circumstances beyond its control. Delivery periods will be extended proportionately in such situations. Any delays won’t entitle the Purchaser to claim damages or terminate the contract. Spring Technology will promptly inform the Purchaser of any delays in writing.
  3. Delivery of goods to the Purchaser is considered as complete once the goods have been made available to the Purchaser at Spring Technology’s facility (Ex-Works, Incoterms 2010). Delivery is at the Purchaser’s risk and expense, unless stated otherwise. If requested, Spring Technology will arrange freight insurance at the Purchaser’s cost. Spring Technology selects the forwarding method unless instructed otherwise by the Purchaser.
  4. The Purchaser must note any missing or damaged items on the carrier’s delivery note before signing it. They must also inspect the delivered goods upon receipt and notify Spring Technology of any defects within eight days, enclosing the delivery note with their complaint. Failure to do so implies acceptance of the goods. Any latent defects must be reported immediately after discovery and within the warranty period. Otherwise, Spring Technology will not be liable.

Passing of Benefits and Risks

  1. The transfer of benefits and risks occurs when the delivery of the goods is finalized, which means when the goods are ready for pickup by the Purchaser at Spring Technology’s facility. In cases where delivery is postponed due to the Purchaser’s request or any unforeseen circumstances beyond Spring Technology’s control, the benefits and risks are transferred to the Purchaser at the originally scheduled delivery time from leaving Spring Technology’s factory. Following this transfer, the goods are stored for the Purchaser’s account and at their own risk and expense.

Warranty

  1. The warranty period for Spring Technology’s products and services lasts for 12 months, beginning when the goods leave Spring Technology’s factory. If delivery is delayed, the warranty starts from the time the Purchaser is notified that the goods are ready for delivery.
  2. The warranty becomes void if the Purchaser or any third party makes modifications or repairs without Spring Technology’s prior written consent or fails to take immediate action to prevent further damage and allow Spring Technology to rectify the issue.
  3. Upon the Purchaser’s written request and if Spring Technology acknowledges a defect due to substandard materials or manufacturing, Spring Technology will repair or replace the defective parts as quickly as possible. Any replaced parts become Spring Technology’s property.
  4. Only warranties explicitly specified in the Order Confirmation or expressly guaranteed are valid. Spring Technology does not warranty the intended use of its products or services unless expressly agreed otherwise.
  5. Spring Technology is only liable for expenses related to repairing or replacing defective parts in its workshops. If repairs cannot be done in its workshops due to reasons beyond its control, the Purchaser covers any additional expenses.
  6. The warranty does not cover damages not caused by substandard materials or manufacturing defects, such as wear and tear, improper maintenance, or improper handling. Spring Technology is not liable for damages resulting from assembly, installation, or testing by the Purchaser or third parties, or from the use of incompatible equipment.
  7. If the Purchaser provides elements for custom connectors or cable assembly solutions, they must be delivered to Spring Technology’s factory at the Purchaser’s risk. Spring Technology may refuse to use elements that do not meet its quality standards, and the Purchaser must indemnify Spring Technology for any related costs or damages.
  8. The Purchaser is responsible for any breach of intellectual property rights related to provided elements and must indemnify Spring Technology for any damages. The remedies provided here are exclusive, and the Purchaser cannot claim reduction of the purchase price, termination of the contract, or direct, indirect, or consequential damages unless stated otherwise.

Limitation of Liability

  1. To the extent permitted by applicable law, Spring Technology shall only be liable to the Purchaser for wilful misconduct or negligence.
  2. Subject to applicable law, Spring Technology’s liability is restricted to the purchase price of the products or services ordered by the Purchaser.
  3. Under no circumstances shall Spring Technology be held liable for any indirect or consequential losses or damages, such as loss of profits, production, benefits, orders, or increased operational costs, regardless of whether such damages were foreseeable or contemplated by the parties.
  4. Spring Technology is not responsible for any failure to fulfill its obligations due to circumstances beyond its reasonable control, including force majeure events or trade and custom requirements, embargoes, or sanctions.
  5. These General Terms and Conditions do not limit or exclude either party’s liability for death or personal injury resulting from negligence.

Technical Reservation

  1. Unless specifically agreed otherwise with the Purchaser, Spring Technology’s products and services shall comply exclusively with the rules, regulations and standards in force in China. Spring Technology cannot be held responsible for any breaches of regulations or standards in other jurisdictions, especially in the Purchaser’s country or their clients’ countries.
  2. Unless explicitly stated otherwise in agreement with the Purchaser, Spring Technology retains the discretion to make changes to its products and services, including manufacturing processes, testing procedures, materials, and subcontractors, without prior notification or approval from the Purchaser. Spring Technology is not obligated to comply with or be liable for any laws, rules, or regulations that apply to the Purchaser’s use of the supplied products or services for their own purposes.
  3. Unless expressly agreed otherwise with the Purchaser, Spring Technology reserves the right to unilaterally modify the technical specifications of the products or services specified in the Order Confirmation. Such modifications will only be made if they do not result in an increase in the purchase price stated in the Order Confirmation, and if the revised products or services maintain a level of design, functionality, and performance that is equal to or greater than the originally ordered items.

Intellectual Property

  1. All technical data shared with the Purchaser remains the intellectual property of Spring Technology. It cannot be reproduced, copied, shared with third parties, or utilized in any manner without prior written consent from Spring Technology.

Jurisdiction and Applicable Law

  1. Any dispute or controversy arising from a contract between Spring Technology and the Purchaser, including issues related to validity, breach, or termination, must be brought before the courts of China.
  2. All contractual dealings between the Purchaser and Spring Technology, including Purchase Orders, are governed by the laws of China. The UN Convention Sales does not apply and is explicitly excluded.

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