Contract

These General Contract Terms & Conditions (hereinafter referred to as “these Terms”) govern all contractual relationships between Zhengzhou Quncheng Machinery Equipment Co., Ltd. (hereinafter referred to as “the Company”) and the client (hereinafter referred to as “the Client”) for the supply of custom machinery and production lines. By entering into a sales contract or placing an order with the Company, the Client is deemed to have accepted and agreed to be bound by these Terms.

1: Formation of Contract

1. Offer and Acceptance: A contract between the Company and the Client shall be formed only upon the Company’s written acceptance of the Client’s order or the execution of a definitive sales contract signed by authorized representatives of both parties. Quotations provided by the Company are considered invitations to treat and not binding offers.
2. Entire Agreement: The sales contract, including any specifications, drawings, and these Terms, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
3. Amendments: No amendment, modification, or waiver of any provision of these Terms or the sales contract shall be effective unless made in writing and signed by duly authorized representatives of both parties.

2: Product Specifications and Scope of Work

1. Specifications: The machinery and production lines shall be manufactured and supplied in accordance with the specifications, drawings, and designs mutually agreed upon and detailed in the sales contract. Any changes to these specifications must be agreed upon in writing by both parties.
2. Client’s Responsibilities: The Client is responsible for providing all necessary information, data, and access to their facilities as required for the design, manufacture, installation, and commissioning of the machinery. The Company shall not be liable for any delays or defects arising from incomplete or inaccurate information provided by the Client.
3. Scope of Work: The precise scope of work, including design, manufacturing, testing, packaging, shipping, installation, commissioning, and after-sales service, will be explicitly defined within the sales contract. Any services or items not expressly included in the sales contract are excluded.

3: Price and Payment

1. Contract Price: The total price for the machinery and services, along with the currency, will be stipulated in the sales contract. Unless otherwise specified, prices are exclusive of any taxes, duties, shipping, insurance, installation, or commissioning costs.
2. Payment Terms: Payment terms and schedules, including down payments, milestone payments, pre-shipment payments, and final payments, shall be as set forth in the Payment Terms & Conditions previously provided, or as specifically agreed upon and detailed in the sales contract.
3. Late Payments: In the event of late payments, the Client shall be subject to late payment charges and potential suspension of services as outlined in the Payment Terms & Conditions.

4: Delivery, Installation, and Acceptance

1. Delivery: Delivery terms, including the Incoterm governing the transfer of risk and responsibility, shall be as specified in the Shipping Terms & Conditions previously provided, or as otherwise agreed upon in the sales contract.
2. Installation and Commissioning: If installation and commissioning are part of the Company’s scope of work, the details, schedule, and responsibilities for site preparation will be defined in the sales contract. The Client shall ensure the site is ready and accessible as per the Company’s requirements.
3. Acceptance: Final acceptance of the machinery and production line shall occur upon successful completion of Factory Acceptance Testing (FAT) and/or Site Acceptance Testing (SAT), as applicable and as detailed in the sales contract. The acceptance criteria and procedure will be mutually agreed upon. The Client’s failure to notify the Company of non-conformity within a specified period after delivery or completion of SAT shall constitute deemed acceptance.

5: Warranty and After-Sales Service

1. Limited Warranty: The Company warrants that the machinery will be free from defects in material and workmanship under normal use and service for a period specified in the sales contract, commencing from the date of final acceptance. This warranty is subject to the terms and conditions outlined in the After-Sales Service Terms & Conditions previously provided.
2. Exclusions: The warranty does not cover defects or damage resulting from:
   • Normal wear and tear
   • Improper installation (if not performed by the Company)
   • Negligence, misuse, or abuse by the Client
   • Unauthorized modifications or repairs
   • Failure to follow operating instructions or maintenance schedules
   • Use of non-approved spare parts or consumables
   • Force Majeure events.
3. After-Sales Service: After-sales services, including technical support, spare parts supply, and maintenance, will be provided in accordance with the After-Sales Service Terms & Conditions and as specifically outlined in the sales contract.

6: Intellectual Property Rights

1. Company’s IP: All intellectual property rights (including patents, copyrights, trademarks, trade secrets, and know-how) in the machinery, designs, drawings, software, and documentation provided by the Company shall remain the exclusive property of the Company.
2. Client’s Use: The Client is granted a non-exclusive, non-transferable license to use such intellectual property solely for the operation and maintenance of the purchased machinery and production lines. No other use, reproduction, or distribution is permitted without the Company’s prior written consent.
3. Confidentiality: Both parties agree to keep confidential all proprietary or confidential information disclosed by the other party during the course of the contract, including but not limited to technical, business, and financial information.

7: Limitation of Liability

1. Exclusion of Indirect Damages: To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of production, loss of data, or business interruption, arising out of or in connection with the contract, even if advised of the possibility of such damages.
2. Cap on Liability: The Company’s total aggregate liability arising out of or in connection with this contract, whether in contract, tort (including negligence), or otherwise, shall in no event exceed the total amount paid by the Client to the Company under the specific sales contract giving rise to the claim.
3. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this contract where such failure or delay results from any cause beyond that party’s reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, strikes, or governmental actions.

8: Governing Law and Dispute Resolution

1. Governing Law: This contract and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of CHINA, without regard to its conflict of laws principles.
2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this contract, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through amicable negotiations between the parties.
3. Arbitration/Litigation: If amicable negotiations fail, the dispute shall be resolved through [Choose One: Binding Arbitration / Litigation].
   • Option A: Binding Arbitration: The dispute shall be finally settled by arbitration administered by Zhengzhou Arbitration Commission in accordance with its Commercial Arbitration Rules. The seat of the arbitration shall be No. 53, Huaihe East Road, Zhengzhou, and the language of the arbitration shall be English.
   • Option B: Litigation: The dispute shall be submitted to the exclusive jurisdiction of the competent courts located in Zhengzhou.

9: Miscellaneous

1. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
2. Assignment: Neither party may assign or transfer any of its rights or obligations under this contract without the prior written consent of the other party.
3. Notices: All notices or other communications required or permitted under this contract shall be in writing and delivered personally, by reputable courier service, or by email with confirmation of receipt, to the addresses specified in the sales contract.

Please Note: These Terms are general contract terms. The specific details and additional clauses for a particular order will be outlined in the definitive sales contract. The Company reserves the right to the final interpretation of these Terms.

We look forward to a successful and long-lasting partnership with you.