GENERAL TERMS AND CONDITIONS OF CONTRACT OF AZUMA ENGINEERING
(SHANGHAI) Co.,Ltd.

 

1. General:

1.1 All and any business undertaken by AZUMA ENGINEERING (Shanghai) Co.,Ltd. (hereinafter called, “the Company”) is transacted subject to the conditions hereinafter set out each of which shall be deemed to be incorporated in and to be a condition of any agreement between the Company and its Customers.

1.2 Agreement means: the specific written sales and/or service contract or acknowledgement of order, with appendices, between the Supplier and the Customer, including these Terms and Conditions, which form an integral part thereof.

 

2. Ownership of

Customers entering into transactions of any kind with the Company expressly warrant that they are either the owners or the authorized agents of the owners of any components, parts, assemblies, goods, products, materials and equipment (hereinafter called, “the Components”) to which the transaction relates and further warrant that they are authorized to accept and are accepting these conditions not only for themselves but also as agents for and on behalf of all other persons who are or may thereafter become interested in the Components.

 

3. The Customers are responsible for:

a) Any instructions given to the Company may in the absolute discretion of the Company be complied with by the Company itself, by its own servants performing part or all of the relevant services or by the Company employing or instructing or entrusting the components to others on such conditions as such others may stipulate to perform part or all of the services, repairs, reconditioning, works, and refurbishing (hereinafter called, “services”).

b) Warranting and bound for the accuracy of all descriptions, values and other purposes and they undertake to indemnify the Company against all losses, damages, expenses and fines arising from any inaccuracy or omissions, even if such inaccuracy or omission is not due to any negligence.

c) Any duties, taxes, imposts, levies, deposits or outlays of any kind levied by the authorities at any port or place for or in connection with the components and for any payments, fines, expenses, losses or damages incurred or sustained by the Company in connection therewith.

d) When components are accepted or dealt with upon instructions, to pay the freight, duties, charges or other expenses from the consignee or any other person if they are not paid by such consignee or other person.

 

4. The Company is responsible for:

a)The Company is not liable towards the customer for any loss or damage to the components whilst they are in its actual custody and under its actual control, unless it is proven that the loss or damage was due to the willful intent or gross negligence of the Company or its management.

b)Subject to express instructions in writing given by the customers, the Company reserves to itself absolute discretion as to the means, route and procedure to be followed in the handling, storage and transportation of components. Further, if in the opinion of the Company it is at any stage necessary or desirable in the customers’ interests to depart from those instructions, the Company shall be at liberty to do so.

c) Without prejudice to the generality of the preceding sub-condition, the Company shall not in any event be under any liability for any delay or consequential loss or loss of market, however caused nor for any loss damage or expense arising from or in any way connected with the marks, weights, numbers, brands, contents, quality or description of any components however caused.

d)  No insurance will be effected except upon express instructions given in writing by the customers and all insurance effected by the Company are subject to the usual exceptions and conditions of the policies of the insurance company or underwriters taking the risk. The Company shall not be under any obligation to affect a separate insurance on each consignment but may declare it on any open or general policy. Should the insurers dispute their liability for any reason the insured shall not be under any responsibility or liability in relation thereto not withstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by its customers.

e) When instructions are given to deliver the components to a state address, place or person, any loss from a package or an unpacked consignment or for damage, deviation or discrepancy however caused, unless it can be proved of any willful neglect or default of the Company or its own servants.

f) Declaring the true nature and value for the services rendered to the components with the authorities for the purpose of shipping, declaration and documentation. Any other amounts, prices, costs and values of the components if not expressly instructed to include in the declaration or documentation, the Company is not obliged or liable for any claims or charges arising.

g) Where there is a choice of rates according to the extent or degree of the liability assumed by carriers, forwarders or others, components will be forwarded, dealt with etc…at customers’ risks or other minimum charges, and no declaration of value (where optional) will be made, unless express instructions in writing to the contrary have previously been given by the customers.

 

5. Storage and Warehousing:

Pending forwarding or delivery, components may be warehoused or otherwise held at any place or places at the sole discretion of the Company. If no forwarding instructions are received, after 1 year of “Free-of-Charge” storage of the components, storage and handling charge may be made to the customers at the prevailing rate.

 

6. Packing and Packaging:

Unless otherwise specified in our quotation all components for delivery where necessary shall be packed using plastic sheet, and if for shipment or freight the cost for packing and packaging the components with wooden cases, carton boxes, packing materials, etc… shall be chargeable to the customers.

 

7. Prices:

Prices quoted are firmed and cannot be varied or discounted without the written confirmation from the Company. When a validity date is given for the acceptance, once lapsed the prices quoted are subject to revisions or changes without notice.

 

8. Technical Specification, Standard, Drawings, etc…

Except in works and services against customers’ detailed drawings and specifications, all descriptions, drawings, statements of dimensions and details submitted with the quotation are approximate, and are intended only to present a general description of the components. All quotations, drawings and descriptive matters remain the Company’s properties and copyright and are to be treated as confidential and are returnable to us on request. Under no circumstances shall these be communicated to competitors or be utilized in any way against our interests.

 

9. Time and place of Delivery:

The customers are obliged to notify the Company of the time and place for delivering the serviced components and the Company shall use its best endeavors to dispatch on the date given. Should dispatch be hindered by customers’ instructions or any cause whatsoever beyond a reasonable control including those caused by strikes, lockouts, fire, accident, defective material, a reasonable extension of time shall be granted.

 

10. Inspection:

All components are carefully inspected, and where practicable, submitted to our standard tests at our works or at sub-contractors before dispatch. If special tests or tests in the presence of customers or customers’ representatives or classification societies’ surveyors are required, these shall form the subject of a separated charge.

 

11. Warranty:

11.1 General

The following paragraph shall apply to all warranties provided by the Company insofar articles 11.2 and 11.3 do not contain any differing stipulations applicable to the specific type of warranty.

11.1.1 Any warranty to be provided by the Company shall be strictly limited to defects due to poor workmanship, use of defective materials or defective design, provided these defects have been reported to the Company in writing during the warranty period, within 10 days from the moment the Customer became known or could reasonably have become known of the above mentioned defects. The Company shall at its discretion either repair or replace the defects at its works or at local premises and during normal working hours.

11.1.2. Defective parts which have been replaced shall be made available to the Company upon request and shall be deemed property of the Company from the moment those parts are exchanged.

11.1.3 The warranty provided does not cover any defect due to or connected with: (i) any materials or components or design provided by or on behalf of the Customer, (ii) the negligence or other improper acts or omissions of the Customer, its employees or agents or other third parties, (iii) improper installation and alterations carried out without Company's prior written consent. In particular, warranty provided does not cover any defects that are caused by or connected with normal wear and tear, the use of unsuitable materials by the Customer or which are caused by any use, maintenance, service or operation of the Goods delivered or services provided, which is not in conformity with Company's manuals, instructions or which is otherwise not in accordance with good engineering practice.

11.1.4 The warranty obligation does not include consequential costs, including -but not limited to- cranage, electricity, scaffolding, assisting work, docking, demounting, mounting and travel- and boarding costs of Company’s Personnel. If the warranty obligation has to be carried out at a location outside China, the Company bears only the material costs and the costs of working time required under normal conditions, as would be incurred when the warranty obligation would have been carried out in China. The Customer shall bear the costs for travelling, travelling time, waiting time, day and night allowances, tariff expenses as well as costs that are to be borne by the Company according to the articles of these General Terms.

11.1.5 No warranty obligation will be enforceable by the Customer until the Company has received payment of the Contract Price in full.

 

11.2 Warranty of Goods delivered

11.2.1 The warranty period ends 12 ( twelve) months after the date on which

(i) the Goods have been taken into use; or

(ii) a trial run or seatrial has been found successful; or

(iii) the Protocol of Acceptance has been issued; or 18 (eighteen) months after Delivery of the Goods, whichever comes first.

11.2.2 No new or additional warranty shall be available for Goods repaired or replaced according to article 11.1 of these terms and Conditions.

11.2.3 No warranty shall be available for Goods other than Goods produced, supplied and/or installed by the Company.

 

11.3 Warranty for Services Provided

11.3.1 The Company warrants Performance to the best of its abilities. Any additional warranty with respect thereto is explicitly excluded.

11.3.2 Claims by the Customer for damage to the object(s) upon which the Services were performed, are governed by article 12 of these Terms and Conditions.

 

11.4 Warranty for infringements of intellectual property rights

In case the Goods or Services infringe any third party's intellectual property rights, Company's sole obligation shall be to, at its discretion, either procure the right for the Customer to continue to use the Goods, or to alter the Goods to make them non-infringing.

 

12. Liability

12.1 Company's contractual liability is strictly limited to the warranty obligations as mentioned in article 11 of these Terms and Conditions.

12.2 Company's liability shall be strictly limited to the amount invoiced by the company for the goods and/or works supplied.

12.3 The Company shall in no event be liable for any economic losses and/or consequential damage and/or consequential loss, including -but not limited to- environmental pollution, docking costs and mounting and demounting costs.

12.4 The Customer shall indemnify the Company against any costs and damages in connection with claims of any third party against the Company its employees, agents, subcontractrors and insurers in connection with the Agreement, in so far the Company would not be liable to the Customer therefore.

 

13. Terms of Payment:

a) All payments shall be made to Azuma Europe B.V. Prinsengracht 199A, 1015 DT, Amsterdam, Netherlands, IBAN: NL74RABO43595, Rabobank, unless explicity agreed otherwise in writing between the Company and the Customers.

b) The standard terms of payment shall be 30 days net upon invoice or otherwise mentioned in each quotation sent to the customers.

c) The Company has given the Agent an irrevocable and unconditional Power of Attorney to take any and all measures in the name of the Company to ensure payment of the invoices. These measures include, but are not limited tom the amicable and legal settlement of disputes.

 

14. Loss or Damage in Transit:

When the customers have given specific instructions to deliver the components to the customers or customers’ representatives, servants, shipmasters, chief engineers, superintendents or agents , then if no notice is given of any damage to the components upon delivery it is deemed that the components were delivered in full and to the satisfaction of the customers.

 

15. Taxes, Fees, Duties and Other Charges:

a) Any taxes, fees, duties or charges paid on behalf of the customers, for purpose of importing and exporting the components to and from the customers vessels or warehouse shall be chargeable to the customers.

b) Any lighterage, crane service, loading and unloading, stevedoring and handling charge at the port for the purpose of collecting or delivering the components shall be chargeable to the customers.

 

16 Amendments and Changes to the Original

Contract Service: Any amendments, alterations and changes to the original contract service of the components shall only be made and accepted in writing by both parties.

 

17. Cancellation or Stoppage of Contract Service:

Any cancellation or stoppage to the original contract service by the customers must be accepted in writing by the Company, and when accepted the Company is entitled to claim for any part or partial completion of the works or services done to the components. If, for whatsoever the reasons, the customers wish to terminate the contract service and accepted in writing by the Company, the components shall be returned to the customers in the stage and conditions of the components at the time and date when the Company receives the writing cancellation or notice. If the Company is instructed to deliver or ship the unfinished or incomplete components back to the customers; all costs and charges as mentioned in clauses (6) and (15) shall be borne by the customers. In the same conditions the Company shall not be responsible or liable for any express or implied warranty for the unfinished or incomplete components.

 

18. Arbitration and jurisdiction:

Any differences or disputes arising from the meaning and interpretation of the terms and conditions herein contained shall be settled amicable by the parties concerned. If the parties cannot reach an amicable solution, it is hereby specifically agreed that any suit shall be filed exclusively to the Court of Rotterdam, the Netherlands, and the laws of the Netherlands shall exclusively apply to the Agreement.

 

 

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