General Sales Conditions
1.1 The deliveries and the commercial agreements between the Seller and the Customer are governed by these General Sales Conditions.
1.2 Any modification as well as amendments or additions made to the General Sales Conditions must be agreed in writing. They are approved by the Seller only if they are included in the order confirmation.
1.3 In the case of conflict between the here attached General Sales Conditions and the specific sales conditions agreed between the parties, the specific sales conditions shall override the General Sales Conditions.
1.4 These General Sales Conditions must be accepted by the Customer even if different from its general or particular purchase conditions.
1.5 These General Sales Conditions shall become effective also for the international sales of the goods.
1.6 Any issue concerning the deliveries of the goods that it is not explicitly or implicitly solved by these General Sales Conditions or by any specific conditions agreed by the parties, will be governed by the laws of Republic of China (Taiwan) or, exclusively for the sales contract concluded by parties registered in different countries, by the United Nations on Contract for International Sale of Goods (Vienna 1980).
2.1 Customer orders will be forwarded through the website www.sino-lifescience.com and they will be confirmed following acceptance of the general sales conditions at the time of check out.
客戶訂單將透過www.sino-lifescience.com傳送給賣方，於客戶點選結帳時，表示客戶已同意本一般銷售條件。2.2 In any case, the Seller reserves the right to refuse the order sent by the Customer or to accept only a part of it.
2.3 All Customer’s orders shall be valid only if accepted in writing by the Seller including by means telematics communication with the order confirmation.
2.4 The Customer can decide to revoke the order until two (2) days from the sending of the order confirmation by the Seller; after that period, the agreement will be closed with the prohibition to revoke by Customer.
Price and Payment Conditions
3.1 The price of the products and the methods of payment are exclusively those indicated in the order confirmation. The price list or the price communicated by the sales department are only given for information and they may be subject to changes in case of variation of the cost of raw materials, of labor costs, of exchange rate or by any other factors that may increase the production and/or selling costs.
3.2 The prices shall always be ex-works prices and without taxes, unless otherwise agreed in writing.
3.3 The payment, unless otherwise agreed in writing, must be arranged in advance by bank transfer in of the bank account indicated by the Seller in the order confirmation. The payment is considered made when the amount is available for the Seller in its own bank.
3.4 In case of advance payment, without other indications, it is assumed that it refers to the full price taxes included. Unless otherwise agreed, the advance payment must be transferred to the bank account given by the Seller before the lead time indicated in the order confirmation.
3.5 When the payment must be covered by a bank guarantee, the Customer must make available to the Seller a bank guarantee (available on first demand and issued by a bank with prior approval of the Seller, no later than 30 days from the lead time indicated in the order confirmation.
3.6 Unless otherwise agreed, any bank cost or commission in connection with the payment will be paid by the Customer.
3.7 Any delay and/or irregularity in the payment entitles the Seller the right to:
– Suspend the ongoing supplies, even if not related with the payment in question;
– Modify the methods of payment for the next supplies, even requiring the advance payment or additional guarantees;
– Require, after the deadline of the payment and without formal notice, the default interest at the rate of 0.1% per day on the amount yet to pay until the actual payment of the due and unpaid amount, granting the possibility for the Seller to require the compensation for the higher damages suffered.
4.1 The Delivery Times, indicated in the order confirmation, are indicative and not peremptory time, therefore, the delay is not a reason to cancel the order by the Customer and it is not a right for this latter to request to the Seller any compensation. The Delivery Times indicated in the order confirmation express the stock availability, therefore, it is necessary to consider the time needed for delivering goods at the place of destination provided.
4.2 In any case, the possible delay due to force majeure (as means in the art. 9 below) is not imputable to the Seller or to acts or omissions of the Customer (for example, not providing information necessary for the supply of goods).
5.1 Unless otherwise agreed, goods are always sent and moving at Customer’s risk and on its behalf. Therefore, any burden and cost shall be borne by the Customer; the delivery is ex-works, unless otherwise agreed (Ex Works – INCOTERMS 2010).
5.2 In any case, unless otherwise agreed, the risks are associated to the Customer not later than with the delivery to the first carrier.
5.3 The Seller is not obliged to supply attestations or certificates not expressly provided in the contract, or to obtain licenses, authorizations or any other document required for the import/export or for the transit of the goods on the territory of a foreign Country. Nevertheless, upon request, the Seller may collaborate with the Customer in order to obtain the abovementioned documents, at the risk and the expense of the Customer.
Retention of title
6.1 Beyond what is already provided for in previous Article 3, it was expressly agreed that products sold remain the property of the Seller, until payment has been made in full by the Customer.
6.2 Non-payment (even of a single instalment of the price) results in automatic suspension of the delivery by the Seller, without this constituting a waiver of additional rights for this latter.
7.1 The Seller declares that the goods are free from defects which make them unfit for the intended use in accordance with the technical documentation supplied to the Customer.
7.2 The Customer is required to examine the goods at the time of delivery. Customer must check the existence of typical and recognizable non-conformities for every single delivery.
7.3 Any complaints relating packaging conditions, quantities, type/model or external characteristics of the goods (apparent defects) must be notified in writing to the Seller (by recorded delivery letter, certified email or fax) with evidence, under penalty of forfeiture, within 8 days from the date of receipt of the goods.
7.4 Any complaints relating to defects not apparent on careful inspection at the time of receipt (hidden defects) must be notified in writing to the Seller (by recorded delivery letter, certified email or fax), with evidence, under penalty of forfeiture, within 8 days from the date of discovery of the defect and in any case not later than 12 months from delivery.
7.5 In any case, the Seller guarantees the conformity of the goods with the sales specifications in force on the delivery date of the same. The Seller guarantees the suitability for applications regarding markets indicated in the abovementioned sales specifications. Any other different use not indicated by the Seller is under the sole and direct responsibility of the Customer that declares having read the latest published version of the sales specifications and to transmit it to any third parties interested.
在任何情况下，卖方应保证货物在交货之日符合有效的销售商品规格。 卖方保证上述销售商品规格中所述市场应用的适用性。 如果客户声明其已阅读最新发布的销售商品规格，并将其告知任何利益第三方，则卖方未指明的任何其他不同用途由客户全权直接负责。
7.6 It is intended that any complaints or disputes do not entitle the Customer to suspend or however delay the payment of the good complained, or of any other supply.
7.7 The Seller’s only obligation in case of defects, lack of quality or non-conformity, will be that of the replacing of defective goods. It is intended that the abovementioned guarantee (i.e. obligation to replace goods) is in lieu of any other legal guarantee or liability, with exclusion of any other Seller’s liability (both contractual or extra contractual) which may arise from the supplied goods (e.g. compensation of direct and/or consequential damages, income foregone, recall campaigns, etc.)
7.8 The goods shall be used in compliance with the datasheets given by the Seller, known and accepted by the Customer.
7.9 No responsibility may be attributed to the Seller in case of alteration of the goods by the Customer for uses not in accordance with indications given, or rather for unsuitable storage and transport arrangements.
Protection of intellectual property rights
8.1 The Customer acknowledges the Seller’s intellectual property rights and he/she undertakes to comply and refrain from violating them in any manner.
8.2 The Customer undertakes to notify in time the Seller of any abuse or violation may become acquainted, and at the same time, the Customer undertakes to provide any assistance necessary for defending and protecting such rights.
8.3 This Article 8 shall survive after the termination of contractual relationship between the Seller and the Customer.
9.1 Each party shall be entitled to suspend the performance of its contractual obligations in the event that such performance is rendered impossible or reasonably onerous due to an unpredictable impediment beyond his/her control, including, without limitation, acts of Gods, earthquakes, plague or epidemic, strikes, boycotts, civil wars, riots or revolutions, embargoes, delays in delivery of raw materials or act of authority.
9.2 The party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such force majeure circumstances. Should the suspension due to force majeure last more than six weeks, each party shall have the right to terminate the contract, upon ten days’ notice in writing (by recorded delivery letter, certified email, fax) to the other party.
Governing Law and Competent Arbitration
10.1 These General Sales Condition are governed by the laws of Republic of China (Taiwan).
10.2 For any dispute arising between the parties in connection with the interpretation, execution of the present General Sales Conditions, shall be submitted to the Chinese Arbitration Association, Taipei for arbitration according to current effective arbitration rules. The arbitration shall be carried on in English in Taipei. The award of the arbitration shall be final and binding on both Seller and Customer. In the course of arbitration, save as the provision in dispute may be suspended from enforcement, the remaining provisions of this Agreement shall remain in full force and be complied with by the Parties.
如双方就本一般销售条件的解释、执行发生争议，应提交中華民國仲裁協會根据现行有效的仲裁规则进行仲裁。 仲裁须在台北进行，使用语言为英语。 仲裁裁决应作为最终的可执行裁决，对卖方和客户均有约束力。 在仲裁过程中，除有争议的条款可被暂停执行外，协议的其余条款应继续有效并由双方遵守。
11.1 The data and/or information of individual (“Personal data”) may be collected, used and processed by the Seller within the scope of the contractual relationship between the parties, including, without limitation, (i) contacting, negotiating or communicating for the purpose of execution and performance of the contract, or (ii) promotion and marketing of the products; provided that, in the event that the use of Personal data is out of the scope of contractual relationship, the Seller must expressly inform the individual of the purpose, scope, territory and method of use separately, and the use must be approved by the individual.
11.2 Personal data herein includes, without limitation, name of individual, date of birth, ID number, address, contact information, trading account number and any other information that may be used to directly or indirectly identify a natural person. Within the scope of Personal data, the Customer or individual has rights to make inquiry or review, request for copy, supplement or correct, demand the cessation of the collection or use, or erase his/her personal data in writing.
11.3The Seller will process the data of the Customer (including Personal data) with IT System in order to perform law and contractual obligations. The data of the Customer will never be communicated to third parties, except to contractual obligation.
11.4 As the Seller has affiliates both in Taiwan and offshore, it may use its resources and servers globally to provide services or products to its Customers. Therefore, upon Customer’s confirmation, the data of the Customer may be transferred out of Taiwan or accessed by other affiliates or business partners of the Seller.
Amendments and updates
12.1 The Seller may make modifications or amendments to the present General Conditions at any given time. Therefore, the Customer may be required to accept exclusively the General Sales Conditions in force at the time of purchase. The new General Sales Conditions shall be effective from the date of publication and for purchase orders submitted after that date.
卖方可在任何给定时间对本一般条件进行修改或修正。 因此，客户应仅接受于购买时有效的一般销售条件。 新的一般销售条件应自发布之日起生效，并适用于该日之后提交的采购订单。
This General Sales Conditions has been drafted in both English and Chinese languages. In the event of any discrepancy between the two languages, the English version shall prevail.