SALES TERMS & CONDITIONS
No MICH_03/05 dd. 03.05.2025
Company MICH SCIENCE AND TECHNOLOGY LIMITED, hereinafter referred to as the “Seller” on the one part, and The CUSTOMER COMPANY, hereinafter referred to as the “Buyer” on the other part, have concluded this SALES TERMS & CONDITIONS as follows.
The Seller and the Buyer may also be referred to jointly as the “Parties” and individually as the “Party”.
1. SUBJECT OF THE TERMS & CONDITIONS
1.1. During the period of validity of present TERMS & CONDITIONS, the Seller undertakes to sell the goods and service to the Buyer on below mentioned terms.
1.2. The Products and Services sold by the Seller, hereinafter referred to as “Goods”, shall include all Products and Services published on the Seller’s website www.mich-optics.com hereinafter referred to as “Website”.
1.3. The Seller shall supply the Goods to the Buyer by lots, in the quantity, variety and at the price specified in the Proforma Invoices or Order Confirmations issued by the Seller on the basis of the Purchase Order of the Buyer.
1.4. The Goods purchased under this TERMS & CONDITIONS are used for research, development and civil purposes.
2. EFFECTIVE TERM
2.1. This TERMS & CONDITIONS shall take effect and become bounding for the Parties as soon as the Buyer placed Purchase Order to the Seller.
2.2. The TERMS & CONDITIONS shall remain effective within 12 months since date of the Purchase Order.
2.3. Provided none of the Parties terminates this TERMS & CONDITIONS 90 (ninety) calendar days before the expiry date, the TERMS & CONDITIONS is deemed to be prolonged for next calendar year under the same conditions.
3. PURCHASE ORDERS AND ORDER CONFIRMATION
3.1. Buyer shall send to the Seller by e-mail or through the Website a Purchase Order for Goods. The Purchase Order shall be provided in written form and shall contain article of Goods, quantity, price and, optionally, packaging requirements, date of production, terms of delivery and other information.
3.2. The Seller shall accept the Purchase Order from the Buyer by means of issuing Proforma Invoice or Order Confirmation in accordance with terms stipulated by the Buyer Purchase Order. Proforma Invoice or Order Confirmation shall contain the variety (articles), quantities, prices, total cost of the Goods supplied by the Seller, delivery time, references to Purchase Order numbers and the number of this TERMS & CONDITIONS.
3.3. The Seller must indicate in the Proforma Invoice or Order Confirmation special conditions, if any, for the quality of the Goods or packaging.
4. TERMS OF SUPPLY
4.1. The Seller shall supply Goods to the Buyer on FCA condition. (INCOTERMS 2010), if no other conditions were confirmed.
The appointed place of shipment and the delivery terms of each consignment is specified in the Proforma Invoice or Commercial Invoice. The Seller shall bear the freight for shipment to the Forwarder. If the goods are asked to be directly shipped to the Buyer, the Buyer shall bear the freight and buy insurance for the shipment.
4.2. The Buyer shall bear all risks of loss or damage to each lot of the Goods in accordance with EXW appointed place of shipment terms (INCOTERMS 2010). If INCOTERMS conditions were changed in the Proforma Invoice, the risks are distributed in accordance with these new conditions.
4.3. The Seller shall notify the Buyer by e-mail when each lot of the Goods is ready for dispatch. The notification shall include the copy of the Commercial Invoice for relevant lot of Goods.
The Commercial Invoice shall contain the following information for each shipped lot of Goods: variety, quantity of the Goods, country of origin, HTS code, price of the Goods, Seller and Buyer’s tax ID (if available), numbers of Purchase Orders of the Buyer.
4.4. The duty of the Seller to ship the lot of Goods prepaid by the Buyer shall be deemed to be exercised at the time of the delivery of Goods to the forwarder indicated by the Buyer.
4.5. The Goods should be properly placed and packed by the Seller for their safety and protection.
4.6. In the event of delay in the delivery of the Goods in relation to the conditions specified in the Proforma Invoice or in the Order Confirmation, the Seller shall notify the Buyer promptly. In the event of a delay in delivery, the Buyer has the right to expose the Seller a penalty in the amount of 0.2% of the undelivered Goods cost for each day of delay, which is accumulated no more than 5% totally, which the Seller is obliged to pay within 15 business days from the date of issue. Also, the Buyer has the right to demand to return to the Buyer the full amount of the advance payment for the undelivered Goods (or part of the Goods) in case of order is canceled at the initiative of the Seller. Refunds must be made by bank transfer to the account of the Buyer within 15 business days from the date of presentation of the demand.
4.7. In case of cancellation of the order or impossibility to produce it at the Seller initiative the Seller is obliged to return the full amount of the payment for undelivered Goods. Refunds should be made by bank transfer to the account of the Buyer within 15 business days from the date of order cancellation.
5. PRICE, CURRENCY AND TERMS OF PAYMENT
5.1. The currency is USD, if no other currencies were confirmed.
The Seller shall be entitled to indicate in invoice as a separate line the bank charges cost of packing; freight, services for preparation, rewind, bulkhead, goods inspection.
If these services are not separately indicated, they are included in the price of the Goods.
5.2. Terms of payment: the Buyer agrees to pay to the Seller 100% of the cost of the Goods in advance (as prepayment) on the basis the Proforma Invoice issued by the Seller within 10 business days from the date of Proforma Invoice, if no other payment terms were confirmed. In the event of a delay in payment, the delivery can be extended correspondingly and the Seller has the right to expose the Buyer a penalty in the amount of 0.2% of the unpaid Goods cost for each day of delay, which is accumulated no more than 5% totally, which the Buyer is obliged to pay within 15 business days from the date of issue. Also, the Seller has the right to demand to return to the Seller all the Goods had been delivered and don’t refund all the payment had been paid, in case of order is canceled at the initiative of the Buyer. Return of goods must be made within 15 business days from the date of presentation of the demand.
5.3. Terms of payment can be changed by specifying new payment terms in the Proforma Invoice or Commercial Invoice.
5.4. The Buyer agrees to pay by transferring of monetary funds from the Buyer’s account to the Seller’s account.
5.5. Each Party shall pay bank charges on the territory of their country. Bank charges of the correspondent banks shall be paid by the Buyer.
6. THE ACCEPTANCE OF GOODS
6.1. At the moment when Goods are transferred to the Representative of the forwarder of the Buyer, hereinafter referred to as “Forwarder”, at the appointed place of shipment, the Forwarder carries out the acceptance of Goods in terms of:
• quantity of freight places of the Goods according to the information specified in the notification of the Seller about readiness of lot of Goods for dispatch;
• absence of damages to packaging of Goods.
6.2. Acceptance of Goods in terms of quantity and quality shall be performed at the appointed place of shipment within the insurance claim filing period after the receiver receives the Goods.
6.3. The Buyer shall notify the Seller in written form about any damages of internal manufacturers packaging of Goods, shortage or other incompliances and visual defects within the insurance claim filing period after the receiver receives the Goods, otherwise the Buyer shall be deemed to accept the Goods.
6.4. In case the Goods are defective or the Buyer discovers quantitative shortage or incompliance and notifies the Seller on that within the above mentioned period of time, the Seller shall upon agreement with the Buyer repair the defective Goods or supply the Goods without defects (or supply missing Goods) within agreed terms within the days the manufacturer committed, or if the manufacturer agreed to refund or if the insurance claim was accepted then return to the Buyer the sum of Purchase price of missing or defective Goods by bank transfer from the Seller’s account to the Buyer’s account within 10 (ten) calendar days from the confirmation of agreement.
6.5. The product indicators listed in the product test report and instructions provided by the manufacturer are the acceptance criteria. The Seller and manufacturer do not explain the differences caused by the user's testing methods and testing equipment, and does not explain the user's differentiated applications.
7. WARRANTY TERMS
7.1. The warranty period for the Goods shall be 12 months from the date after the Forwarder or the Buyer receives the Goods, if no other warranty period was confirmed.
7.2. The Buyer shall notify the Seller about the Goods that he assumes to be defective. The Buyer shall send to the Seller via e-mail a Claim with description of the Goods (denomination, date of supply, shipping document) and of the detected defect.
7.3. The Seller shall check the Claim within 10 business days of the date of receiving the Claim.
7.4. In case the Seller agrees to the disposal of defective Goods, the Seller shall refund some cost of the defective Goods to the Buyer or ensure the replacement or ensure the repair.
7.5. If, in accordance with the description received from the Buyer, the defect requires additional verification, the Seller shall notify the Buyer on the return number (RMA) for all defective Goods or their samples within 5 business days of the date of receiving the Claim.
7.6. Then the Buyer shall return the agreed quantity of the Goods which are considered defective by sending them to the address indicated by the Seller.
7.7. The Seller undertakes to return the Goods to the manufacturer to make an expert examination of the Goods in the reasonable period the manufacturer committed and provide the Buyer with the result – Fault Analysis (FA).
7.8. In case the Goods are confirmed to be defective, upon agreement with the Buyer within 5 business days from the date of recognition of the defect the Seller shall provide free of charge repair of the Goods, or their replacement or refund some cost of the defective Goods.
7.9. The Seller shall return to the Buyer some cost of the defective Goods by transferring of monetary funds to the Buyer’s account or other methods accepted by both parties.
7.10. Transportation costs in China mainland related to examination of the Goods shall be paid by the Party which is found guilty for damage and defects in the Goods upon the examination. Transportation costs out of China mainland shall be paid by the Buyer.
7.11. The Seller doesn’t undertake any compensate that the Buyer claims for compensation for damage in connection with the delivery of defective Goods.
7.12. Vulnerable and consumable items, damage caused by human factors, malfunctions caused by use in abnormal environments and conditions, disassembly, repair or modification without authorization, the above are not covered by the warranty.
8. FORCE MAJEURE
8.1. The Parties shall be not liable for partial or complete default of this CONTRACT if such failure is caused by fire, flood, earthquake, war, prohibition of export or import, radiation levels higher than permissible, or any other cause considered by international arbitration as a force majeure event, for as long as they directly interfere with the implementation of this TERMS & CONDITIONS.
Fulfillment of the Parties' obligations under this TERMS & CONDITIONS shall be delayed respectively for the duration of these circumstances.
8.2. In the event that force majeure circumstances or their consequences persist for 4 (four) months, the Parties agree to meet to discuss the appropriate measures. However, if within the next 2 (two) months, the Parties are not be able to solve these difficulties, each Party shall have the right to refuse from further fulfillment of its contractual obligations and neither Party shall be entitled for a refund of any possible damage by the other Party.
9. ARBITRATION
9.1. All disputes that may arise from this TERMS & CONDITIONS or in connection with it shall be settled by the Parties through negotiation.
9.2. All disputes shall be settled in accordance with the principles of international law.
9.3. Disagreements and disputes arising from this TERMS & CONDITIONS or related to breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the place of Seller's registration in accordance with local arbitration rules based on submitted documents (process in writing).
10. GENERAL PROVISIONS
10.1. This TERMS & CONDITIONS is made in the English language in soft copy. All copies are identical.
10.2. All rights and obligations of the Parties arise out of this TERMS & CONDITIONS only, unless otherwise agreed in writing.
10.3. The Seller preserves the right of all amendments and annexes to this TERMS & CONDITIONS, without notifying or accepted by the Buyer.
10.4. This TERMS & CONDITIONS shall come into effect immediately upon its publication on the Website.
11. THE LEGAL ADDRESSES OF SELLER
The Seller: MICH SCIENCE AND TECHNOLOGY LIMITED
Address: UNIT 89, 3/F., YAU LEE CENTRE, NO.45, HOI YUEN ROAD, KWUN TONG, HONG KONG
E-mail: info@mich-optics.com
Homepage: www.mich-optics.com
