Hengye Inc. Terms and Conditions
- 1) CONTRACT: Upon Hengye Inc. acceptance of the order by Hengye Inc. acknowledgement hereof, Buyer shall be deemed to have agreed to all the terms and conditions contained herein. Unless otherwise approved in writing, the acceptance of Hengye Inc. is expressly conditioned upon Buyer accepting such terms and conditions. Terms and conditions contained in Buyer’s order or related documents which are different from or in addition to the terms and conditions stated herein, are expressly objected to by Hengye Inc. and not binding upon it. Hengye Inc. may revoke its acceptance here of within fourteen days after the date of acceptance.
Hengye Inc. reserves the right to accept or reject all orders received by it and all orders may only be accepted at Hengye Inc. home office in Houston, Texas.
- 2) PRICES: Unless otherwise indicated on the face hereof, all prices are FOB Houston and/or the shipping point of Hengye Inc. suppliers, if applicable and do not include any applicable federal, state, or local sales, use excise, value added or similar tax or other charges unless specifically indicated otherwise, which additional charges Buyer agreed to pay or for which it agrees to furnish evidence of exemption acceptable to the taxing authorities. All prices may be subject to change at any time prior to fourteen days after Hengye Inc. acknowledgement of acceptance. In any event, unless Buyer’s order is accepted by Hengye Inc. or Hengye Inc. offer is accepted by Buyer, the prices quoted by Hengye Inc. shall become invalid thirty (30) days after date of quotation or such earlier date specified by Hengye Inc. in the quotation.
- 3) PAYMENTS: The terms of payment shall be set forth on the face hereof. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. If the financial condition or credit of Buyer at any time shall, in the judgement of Hengye Inc., not warrant shipment of goods ordered, Hengye Inc. may at its option require full payment prior to shipment or refuse to ship and terminate any order outstanding without liability to Buyer. A service charge will be imposed on all overdue accounts. Buyer agrees to pay Hengye Inc. costs of collection of overdue accounts, including, but not limited to, attorney’s fees.
- 4) CHANGES: Prior to the date of delivery, Buyer may request modifications or changes in its order by serving a written request on Hengye Inc. of the changes desired, whereupon Hengye Inc. may accept or reject the same, and if accepted, Buyer agrees to pay an additional charge therefore as determined by Hengye Inc. Failure of Hengye Inc. to accept the changes requested shall not be cause for Buyer cancellation of its order. Additionally, if predetermined delivery dates are requested to be changed, Hengye Inc. has full discretion whether or not to allow postponement of delivery. Any delivery that is postponed will be subjected to applicable additional storage fees, which will be added to the total cost of the invoice as determined by Hengye Inc. at its own discretion.
- 5) DELIVERY: All delivery dates stated by Hengye Inc. are approximate dates only and estimated in good faith to the best of Hengye Inc. ability. Time shall not be deemed to be of the essence in making delivery under an order unless specifically agreed to in writing by Hengye Inc. Hengye Inc. reserves the right to ship prior to the estimated shipping date.
Delivery dates are also quoted subject to unavoidable delays and Hengye Inc. shall be free from any and all liability and penalty for delayed shipment due to causes beyond its control including but not limited to strikes, fires, accident, explosion, riots, war, or acts of God, or because of any priority system established by any government, any of its agents, or any other authority having jurisdiction.
- 6) SHIPPING TOLERANCES: The total order and each shipment hereunder shall be subject to a shipping tolerance of plus or minus five percent (5%).
- 7) CANCELLATION: Once accepted by Hengye Inc. an order is not subject to cancellation in whole except where Buyer gives reasonable written notices to Hengye Inc. to stop work and Buyer, along with said notices, agrees to pay Hengye Inc. for all work in progress and any raw materials or supplies used (or for which commitments have been made by Hengye Inc. in connection with the order), plus all costs and expenses otherwise incurred by Hengye Inc. as computed in accordance with Hengye Inc. general accounting practices, plus a cancellation charge of twenty-five percent (25%) of the prices stated on the face hereof.
- 8) LIMITED WARRANTY: Hengye Inc. warrants that all products sold hereunder shall be free from defects in material and workmanship and shall conform to the specification on the face hereof.
It is understood and agreed that Buyer’s sole and exclusive remedy against Hengye Inc. shall be either, at Hengye Inc. option, the replacement at the original point of Delivery, or credit of the purchase price for the goods returned to Hengye Inc. at Buyer’s expense and found by Hengye Inc. to be defective, and Hengye Inc. shall not be liable for other defects or shortcomings. Hengye Inc. shall have no obligation for any labor costs in connection with the inspection or repair of any defective goods. No obligation either expressed or implied has been undertaken by Hengye Inc. with regard to suitability, capacity, performance, or compliance with Buyer’s specification or needs. This warranty is contingent upon Hengye Inc. receipt of notice in writing from Buyer of a claimed defect prior to the expiration of thirty (30) days following the date of the delivery of the goods. No return shall be made without the prior written consent of Hengye Inc.
HENGYE INC. HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE WHATSOEVER.
Hengye Inc. neither assumes, nor authorizes any person to assume for it, any obligation or warranty other than those stated herein. Any suggestion to the contrary notwithstanding Hengye Inc. shall not, in any event, have any liability under this warranty unless and until the goods supplied have been paid for in full. The warranty period shall begin, as described above, whether or not payment has been made.
Hengye Inc. guarantees and warrants that products arriving at site will meet or exceed specifications provided to the client, as according to the Specification Sheet for each product ordered. A Certificate of Analysis will be provided for each corresponding production run, or lot number, for all material shipped to Buyer. The Certificate of Analysis offers actual testing data from WI-PG-12 tests (Shanghai Hengye QA/QC test procedure), performed by the manufacturer, and thus shows the actual quality of the products that were produced and delivered to the client. Material warranties will not be granted by Hengye Inc. beyond the Warranty Period of thirty (30) days following the date of delivery, due to the lack of ability to monitor the storage, installation, and/or use of the material, unforeseen circumstances, errors, and/or other variables that might occur during operation and are beyond the care and control of Hengye Inc.
The lifespan and performance of Hengye Inc. product is not known or predictable as industry data does not provide the necessary information to make such assumptions.
This warranty policy applies to all sales and transactions with Hengye Inc. from the date of its establishment through perpetuity. Special cases of other warranty terms, if considered, are to be included in specialized Terms and Conditions that are to be included in sales documentation for each unique order, otherwise all warranties revert to the terms of this Agreement. Any claim for breach of warranties shall be deemed waived unless written notice of such claim is given during the Warranty Period.
Hengye Inc. shall not be held responsible for defects caused by lack of maintenance, unintended use, misuse, abuse, external accidents, alterations, or repairs made or performed by any person or entity not under the control of Hengye Inc., or other causes beyond the reasonable control of Hengye Inc. Buyer understands that Hengye Inc. may challenge the existence of a defect or nonconformity requiring coverage by the Warranty provided under this Agreement.
If within the Warranty Period the Buyer discovers and does not promptly notify Hengye Inc. or give Hengye Inc. an opportunity to test or correct defective or nonconforming material, the Buyer waives Hengye Inc. obligation to correct that defective or nonconforming material as well as the Buyer’s right to claim a breach of the warranty with respect to that defective or nonconforming material.
Following the expiration of the Warranty Period, Buyer expressly waives and releases Hengye Inc. from all claims relating to defects or deficiencies in the material, or otherwise relating to the performance or sufficiency of the material, whether arising in contract, warranty, tort (including negligence), strict liability, equity, or otherwise.
Notwithstanding anything herein to the contrary, the warranties and remedies set forth above constitute the sole warranties of Hengye Inc. and the Buyer’s sole remedies in the event of a breach of such warranties by Hengye Inc. The warranties set forth above are in lieu of, and Buyer disclaims any and all other warranties, written or oral, express or implied, including any warranty of merchantability or fitness for a particular purpose.
- 9) LIABILITY LIMITATIONS: IN CONSIDERATION OF THE EXPRESS WARRANTY AND OTHER TERMS HEREIN CONTAINED, BUYER AGREES THAT BUYER’S EXCLUSIVE REMEDY AND HENGYE INC. SOLE LIABILITY ON ANY CLAIM, WHETHER TORT, CONTRACT, OR WARRANTY, SHALL BE LIMITED TO CREDIT OF THE PURCHASE PRICE AND NO OTHER REMEDY (INCLUDING BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY, OR ANY OTHER INCIDENTAL LOSS OR DAMAGES) SHALL BE AVAILABLE TO BUYER. IN NO EVENT AND FOR NO CAUSE WHATSOEVER, INCLUDING ANY BREACH OR DEFAULT BY HENGYE INC. SHALL HENGYE INC. HAVE ANY MONETARY LIABILITY TO BUYER IN EXCESS OF THE CONTRACT PRICES OR PRICE OF PERTINENT GOODS IN QUESTION.
- 10) TITLE AND LIEN RIGHTS: The goods shall remain personal property regardless of how they are affixed to Buyer’s real property and Hengye Inc. reserves a purchase money security interest in the goods until the purchase prices has been fully paid.
Buyer agrees to execute any documents requested by Hengye Inc. which are necessary for attachment and perfection of its security interest. If Buyer defaults, Hengye Inc. shall have all the rights of a secured creditor under the Uniform Commercial Code as enacted in the State of Texas.
- 11) INDEMNITY: Buyer shall release, hold harmless, indemnify, and defend Hengye Inc. from and against any loss, liability, claims, suits, and costs caused by, arising out of, or relating to the design of the goods supplied hereunder, or the design of packages or containers in which they are shipped, if such goods, packages, or containers are made in compliance with Buyer’s design or specifications.
- 12) DAMAGES FOR BREACH: Buyer expressly agrees that where permitted by law, Buyer shall be liable for all reasonable expenses and attorneys’ fees incurred by Hengye Inc. enforcing its rights and remedies against Buyer resulting from Buyer’s breach of this Agreement.
- 13) APPLICABLE LAW: Buyer expressly acknowledges that this Agreement is executed and has been delivered in Texas and any order shall be governed in all respects by the laws of the State of Texas. Buyer consents to the jurisdiction and venue of any State or Federal Court of general jurisdiction and in Harris County, Texas with respect to any proceedings arising out of this agreement.
- 14) WAIVERS: Waiver by Hengye Inc. of a breach by Buyer of any provision hereof shall not be deemed a waiver of future compliance therewith, and such provision, as well as other provisions hereunder, shall remain in full force and effect.
Hengye Inc. expressly reserves the right to literal compliance with the terms hereof, even if unenforced in prior transactions with Buyer.
- 15) ASSIGNABILITY: Buyer may not assign this Agreement without Hengye Inc. prior to written consent.
- 16) ENTIRE AGREEMENT: The terms and conditions contained herein and on the reverse side hereof shall supersede all prior oral or written statements of any kind whatsoever made by the parties of their representatives. No statement purporting to modify any of these terms or conditions shall be binding unless expressly agreed to in writing signed by both Hengye Inc. and Buyer.
Unless otherwise specifically provided by separate written agreement duly signed by the terms and conditions specified above and on the reserve side hereof constitutes the entire agreement between Hengye Inc. and Buyer, and no other terms or conditions shall be of any effect. Buyer will be deemed to have assented to all such terms and conditions not acceptable, Buyer must so notify Hengye Inc. at once. Any additional or different terms or conditions contained in Buyer’s order or response hereto shall be deemed objected to by Hengye Inc. and shall be of no effect.
Toll Free: 1-844-308-3271
11999 Katy Freeway, Suite 588
Houston, Texas 77079 USA