General Terms and Conditions of Sale

1.1 These General Terms and Conditions of Sale (“GTC”) will apply to the entire business relationship between the buyer (“the Customer”) and F. Bosch International Limited (“F. Bosch”) with regard to the purchase by the Customer of any products from F. Bosch. Purchases of goods made by the Customer are subject to the following terms and conditions to the exclusion of any and all other terms and conditions which may be submitted by the Customer. All orders from the Customer are accepted by F. Bosch subject to these GTC, which supersede any other terms appearing in any of F. Bosch’s literature or elsewhere and which override and exclude any other terms stipulated, incorporated or referred to by the Customer. Any changes of these GTC by the Customer shall only be effective if F. Bosch accepts the same in writing.

1.2 These GTC can only be modified by express written agreement between the parties.

2.1 All descriptions and illustrations in F. Bosch’s catalogues, websites, price lists and advertisements or otherwise communicated to the Customer are intended merely to present a general idea of the goods described therein and nothing contained in any of them forms any part of the sale contract.

2.2 Quotations issued by F. Bosch are for information only and not legally binding. The terms of the quotation are valid for 7 Business Days (meaning Mondays to Fridays and not including any public holidays in Hong Kong). The Customer must indicate its interest to purchase within this period otherwise the quotation may be changed.

2.3 No contract will be concluded between F. Bosch and the Customer for the sale of goods until F. Bosch has issued a “Proforma Invoice” and the Customer has signed it. The Customer must sign and send back the Proforma Invoice within 2 Business Days after the date of the Proforma Invoice. Each signed Proforma Invoice shall constitute an individual legally binding contract between F. Bosch and the Customer (hereafter referred to as an “Order”), the terms of which are stated in the Proforma Invoice and these GTC form an integral part of the Order.

3.1 Unless otherwise agreed by the parties, all quotations and prices are stated in USD.

3.2 Standard packaging charges as per the agreed specifications are included in the prices.

3.3 The Customer agrees that F. Bosch may amend the prices in the Proforma Invoice as follows:

• due to the high volatility of raw materials prices, F. Bosch is permitted to alter the prices in the Proforma Invoice at any time before the due date for Balance payment and the Customer agrees to pay the amended prices;
• if a Proforma Invoice gives a USD price but also quotes the equivalent in a currency which is not USD (“the Foreign Currency”), F. Bosch can amend the Foreign Currency price at any time if the Foreign Currency devalues more than 1% against the USD between the date of the Proforma Invoice and any of the due dates for payment. The Customer may make payment of either the USD price or the amended Foreign Currency price.

3.4 Terms of payment are set out in the Proforma Invoice.

3.5 Without limiting any other remedy or remedies available to F. Bosch, if the Customer does not make payments on time, F. Bosch may charge interest on overdue payment at a rate of 2.5% per month from the date any payment is overdue. Interest will accrue on a daily basis and be payable immediately upon the issue of an invoice by F. Bosch.

Any dates quoted for delivery are estimates only and not binding. F. Bosch is not liable for any delay in delivery of the goods howsoever caused.

5.1 The current version of the INCOTERMS shall apply to all abbreviations used in the sale of goods between the Customer and F. Bosch. The Proforma Invoice shall specify which INCOTERM applies to a particular Order.

5.2 If the delivery is on an FOB basis:

• the Customer must ensure that once the goods are ready, they have arranged for shipment without delay, including if required, delivery of the necessary containers to the manufacturing facility as directed. If the goods are not shipped on time because of a delay from the Customer, any additional costs or charges arising from this delay shall be paid by the Customer. Such charges may include but are not limited to storage costs, custom-packaging costs, possible re-packing and labour costs involved in case of custom-packaging or any other costs/expenses charges by the factory or warehouse;
• any additional charges imposed by customs, shipping lines or other third parties regarding the shipment of the goods shall be paid by the Customer.

5.3 If the delivery is on a CFR basis:

• if the Customer chooses not to obtain marine insurance for the goods, all loss and damage to the goods occurring during shipment shall be the responsibility of the Customer;
• F. Bosch is able to arrange insurance for the goods if it agrees expressly in writing to do so, in which event F. Bosch will be deemed to be the Customer’s agent acting on the Customer’s behalf. F. Bosch will charge additionally for arranging the insurance.

Both parties mutually agree that should the customer decide to cancel the order subsequent to the written confirmation of the Proforma Invoice and/or payment of the advance or balance payment to F. Bosch, the client shall forfeit any entitlement to reimbursement of the amount already paid to F. Bosch.

The specification for the goods (if any) shall be set out in the Proforma Invoice.

8.1 Risk to the goods passes to the Customer when the goods are ready for shipment and this overrides any INCOTERM regulation which has been agreed for the Order.

8.2 Title in the goods will only pass to the Customer if payment of the purchase price (including any other charges) has been made in full.

8.3 Until title in the goods has passed to the Customer, the Customer warrants that:

• it will not pledge the goods or put up the goods as security for the Customer’s liabilities;
• it will not deal with or dispose of or in any way alter the goods or any documents of title thereto or any interest therein;
• it will store the goods in such a way that they are readily identifiable as F. Bosch’s property; and
• it will, without prejudice to anything herein contained, hold all proceeds of the sale or other disposal or disposition of the goods or any documents of title thereto and all rights and claims against third parties arising therefrom upon bare trust for F. Bosch absolutely and will keep all such proceeds separate from other monies of the Customer.

8.4 The whole of the purchase price will not be treated as paid until any cheque, bill of exchange, letter of credit or other instrument of payment given by the Customer has been met on presentation or otherwise honoured in accordance with its terms. F. Bosch may sue for the whole of the purchase price at any time after it has become payable.

9.1 Upon delivery, the Customer shall ensure that the goods are properly stored in facilities suitable for medical rubber products (ISO 2230:2002 or comparable).

9.2 Any defects in or short shipment of the goods must be notified in writing by the Customer to F. Bosch within 7 days of arrival of the goods at the Customer’s destination port. The Customer must provide a full and clear description of the defects and amount of defects together with photos clearly evidencing the defects. If the Customer fails to give such notice within the time required, the goods will be conclusively presumed to be in all respects in accordance with the Order and free from any defect which would be apparent on reasonable examination and the Customer will be deemed to have accepted the goods accordingly.

10.1 F. Bosch warrants that the goods supplied meet the specifications of the goods as agreed in the Order and are free from defect.

10.2 If, pursuant to Clause 8 above, the Customer establishes to F. Bosch’s reasonable satisfaction that the goods are not in accordance with the Order or are defective, F. Bosch shall, at its sole discretion, re-work the goods or replace free of charge the defective goods or refund the purchase price to the Customer.

10.3 F. Bosch shall be allowed reasonable time and opportunity to correct the defects reported by the Customer. Any replacement products will be shipped to the Customer by sea and if the Customer wishes for airfreight, these costs will be borne by the Customer. The Customer will co-operate fully with and provide all reasonable assistance to F. Bosch in the correction of the defects. To the extent that the Customer does not comply with these obligations, F. Bosch will be released from its warranty.

10.4 This warranty shall only apply to such defects as are found to F. Bosch’s reasonable satisfaction to have arisen solely from faulty workmanship or materials and, in any event, does not cover normal wear and tear or such damage which may occur after the passing of risk as a result of improper storage, use that is not in accordance with the intended use or improper handling or extraneous influences that are not anticipated in the normal course of usage for such products.

10.5 The provisions in this Clause 9 constitute the whole of F. Bosch’s obligations and liability to the Customer in respect of the supply of the goods. F. Bosch’s liability to the Customer is limited to the provisions of this Clause 9 and the Customer shall have no further claims against F. Bosch in relation to the goods or the supply of the goods. For the avoidance of doubt, all other warranties, conditions, terms and liabilities express or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the goods or otherwise howsoever are hereby excluded, notwithstanding any advice or representation to the Customer, all liability in respect of which, howsoever arising, is expressly excluded except any implied by law or ordinance (statue) and which by law or ordinance cannot be excluded.

10.6 These GTC set out F. Bosch’s entire liability in connection with its performance of any Order(s) or the Customer’s use of the goods and in no event will F. Bosch be liable to the Customer for any special, indirect or consequential damages including but not limited to loss of profits or arising from unfitness for user purposes. Save as provided in these GTC, and so far as is permitted by law, F. Bosch will not be under any liability, whether in contract, tort or otherwise, in respect of defects in the goods or failure to correspond with the specification or for any injury, damage or loss resulting from such defects.

The Customer will indemnify F. Bosch in respect of all damage, injury or loss occurring to any person or property and against all actions, suits, claims, demands, charges or expenses in connection therewith arising from the condition or use of the goods in the event that the damage, injury or loss is occasioned partly or wholly by the carelessness or negligence of the Customer or his servants or agents or by any breach by the Customer of its obligations to F. Bosch hereunder.

12.1 The parties shall be released in part or completely from the performance of the Order if they are hindered by events of force majeure. Events of force majeure include but are not limited to: Acts of God, war or hostilities, rebellion, revolution, insurrection, embargo, riots, strikes, industrial action, lock outs or disorder, disruption of the electricity supply, disease or epidemic and government actions taken in relation to such disease or epidemic and any other event beyond the control of the party affected.

12.2 A party affected by an event of force majeure should inform the other party in writing of the existence of an event of force majeure within 7 days of the occurrence of the event. The notification should include details about the event of force majeure and if possible, the anticipated end of the event.

12.3 Deadlines or delivery dates that cannot be observed on account of events of force majeure shall be extended by the duration of such events of force majeure, as a minimum or alternatively, by a period agreed between the parties. If an event of force majeure lasts for more than 30 days, the Customer and F. Bosch shall negotiate to find a mutually acceptable solution. If no solution can be found, F. Bosch may withdraw from the Order(s), refund the money paid by the Customer and neither party shall have any further liability to the other.

If any provision herein contained is prohibited or unenforceable at law such prohibition or unenforceability will not affect the validity or enforceability of any other provision herein contained.

14.1 These GTC shall be governed by and interpreted in accordance with the laws of the Hong Kong Special Administrative Region, People’s Republic of China.

14.2 The place of jurisdiction for all disputes arising directly or indirectly from an Order shall be settled through friendly consultation between the parties. If no settlement can be reached through consultation within sixty (60) days after a party has given written notice to the other party of the existence of a dispute, the dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in accordance with its latest arbitration rules. There shall be one arbitrator to be appointed. The seat, or legal place, of arbitration shall be Hong Kong. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final.