SHENZHENAUDIO Terms Of Service
1.1 Acceptance. Any purchase of shenzhenaudio.com products by Buyer ("Order") shall be governed solely by these Terms and Conditions of Sale ("Conditions of Sale") and any other written provisions mutually agreed upon. shenzhenaudio.com does not accept, and hereby expressly objects to and rejects, any terms contained in any purchase order or other document issued by Buyer that are different from, conflict with, modify and/or add to these Conditions of Sale. No modification or addition to these Conditions of Sale shall be effective unless agreed to in writing and signed by an authorized representative of Buyer and shenzhenaudio.com. Any oral understandings are expressly excluded. shenzhenaudio.com shall not be deemed to have waived these Conditions of Sale if it fails to object to any additional or conflicting provisions appearing on, incorporated by reference in, or attached to Buyer’s purchase order form. shenzhenaudio.com’s catalogs and price lists do not constitute an offer. shenzhenaudio.com reserves the right to reject or refuse any Order submitted for its acceptance. Unless otherwise agreed in writing by an authorized representative of shenzhenaudio.com, no special marketing programs are offered with these Conditions of Sale.
1.2 Entire Understanding. Except for (i) any payment terms agreements signed by shenzhenaudio.com, and/or (ii) any addendum or separate agreement signed by an authorized representative of Buyer and shenzhenaudio.com that specifically amends or overrides these Conditions of Sale, these Conditions of Sale shall constitute the entire understanding and agreement between Buyer and shenzhenaudio.com.
2.1 Date. Any delivery date stated in any document (including an Order) is approximate only and shall not constitute any guarantee of delivery on any particular date.
2.2 Terms. Delivery shall be DHL, EMS, Singapore Post, UPS and Fedex.
3. Inspection and Acceptance.
The Buyer shall inspect and accept or reject products delivered pursuant to an Order immediately after Buyer takes custody of such products. In the event the products do not comply with any applicable shenzhenaudio.com specifications, the Buyer shall promptly notify shenzhenaudio.com of such noncompliance, along with the reason for such noncompliance, and give shenzhenaudio.com a reasonable opportunity to correct any such noncompliance. The Buyer shall be deemed to have accepted any products delivered hereunder and to have waived any such noncompliance in the event. shenzhenaudio.com does not receive written notification of noncompliance within fifteen (15) days after the Buyer takes custody of the products delivered hereunder.
4. Product Changes.
shenzhenaudio.com at all times reserves the right in its sole discretion, without consent of Buyer, to make changes, additions or improvements to the products ordered or to discontinue any products.
5. Price and Payment.
Product shall be sold to Buyer at the prices quoted to Buyer upon acceptance of each Order. shenzhenaudio.com reserves the right to change the prices for products from time to time. Prices are stated in United States dollars and payment shall be made in United States currency. Unless other payment terms are previously agreed in writing by shenzhenaudio.com, Buyer shall make full payment in advance for all products ordered. In the event Buyer does not make timely payments, shenzhenaudio.com may, in addition to all other remedies provided at law, either: (1) declare Buyer’s performance in breach and terminate an Order for default; (2) repossess the goods for which payment has not been made; (3) withhold future shipments under an Order until delinquent payments are made; (4) deliver future shipments under an Order on a cash with order or cash in advance basis even after the delinquency is cured; (5) charge interest on the delinquency at a rate of 1½% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges, or inventory carrying charges; or (6) recover all costs of collection including reasonable attorney’s fees; and (7) at shenzhenaudio.com’s option, combine any of the above rights and remedies as provided by law.
shenzhenaudio.com reserves the right to perform a review of Buyer’s creditworthiness either before or after an Order is received. shenzhenaudio.com shall not be obligated to accept or honor an Order if Buyer’s creditworthiness is deemed unsatisfactory to shenzhenaudio.com, in shenzhenaudio.com’s sole discretion. shenzhenaudio.com reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance of the amount of credit involved.
Buyer shall be responsible for, and shall pay, any taxes (sales, excise, use, etc.) and any export or import dues that may be applicable to the sale and/or delivery of the products. Accordingly, shenzhenaudio.com reserves the right to revise its price after the execution of an Order between the parties to include any and all taxes or duties that may become due hereunder and shenzhenaudio.com may invoice Buyer for said additional amount. This clause shall survive the acceptance and complete performance of an Order by the parties herein.
9. Force Majeure.
Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation (other than an obligation to make payments for goods delivered in accordance with the Order)) where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes and other labor disputes, embargoes, export control laws, delays in transportation and inability to obtain labor, supplies or manufacturing facilities, including material shortages or delays in deliveries to shenzhenaudio.com by its suppliers. In the event that any force majeure event shall prevent shenzhenaudio.com from being able to supply products to all its customers, shenzhenaudio.com shall be entitled to allocate its available supply of products among its customers in such proportions as shenzhenaudio.com, in its sole discretion, shall deem appropriate.
10.1 Limited Warranty. All shenzhenaudio.com products are warranted to be free from defects in materials or workmanship for one year from the date of purchase.
10.2 Exclusions. The limited warranty set forth shall be void with respect to products that have been: (1) altered by Buyer or a third-party; (2) repaired by someone other than a shenzhenaudio.com authorized repairman; (3) subjected to misuse, abuse, neglect or accident; or (4) damaged by improper installation or application.
10.3 Limitation of Remedies. Within the warranty period, shenzhenaudio.com will at its sole option, repair or replace any products that fail in normal use. Such repairs or replacement will be made at no charge to the customer for parts or labor, provided that the customer shall be responsible for any transportation cost. shenzhenaudio.com retains the exclusive right to repair or replace the product or offer a full refund of the purchase price at its sole discretion.
11. Limitation of Liability.
shenzhenaudio.com’s total liability on any claim for loss or damage arising out of, connected with, or resulting from an Order, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product or services rendered covered by or furnished under an Order shall in no case exceed the price allocable to the product that gives rise to the claim, except as provided in the paragraph entitled "Patent Infringement.
During the parties’ purchase-sale relationship, Buyer may receive Confidential Information (as defined below) from shenzhenaudio.com. Buyer acknowledges that any such Confidential Information comprises valuable trade secrets and is proprietary to shenzhenaudio.com. Buyer shall hold the Confidential Information in strict confidence and shall not disclose the same to any other person, firm or corporation, nor use the confidential information, except as required to perform its obligations under this Agreement. Buyer shall not copy or reverse engineer any Products. The foregoing obligation shall not apply to any information that becomes public through no fault of Buyer. As used herein the term "Confidential Information" means all know-how, designs, drawings, pricing information, specifications and other information, whether or not reduced to writing, relating to the design, manufacture, use, marketing and service of any products of shenzhenaudio.com as well as any other information relating to the business of shenzhenaudio.com that may be divulged to Buyer that is not generally known to the public.
Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, suits, actions, liabilities, damages, losses, demands, costs and expenses (including reasonable attorneys’ fees) arising out of any actual or alleged injury or death to any person or damage to any property, or any other damage or loss resulting in whole or in part from any alleged or actual defect in any products supplied by shenzhenaudio.com to Buyer or by Buyer to its customer (except for patent infringement claims, which are governed by the terms in Section 15); provided, however, that these indemnification obligations shall not apply to the extent any such third-party claim, suit, action, damage, loss, etc. was caused by or attributable to the acts of the other party or its agents, employees, and/or representatives.
14. Patent Infringement.
14.1 Obligation to Defend. Upon prompt written notification by Buyer of any claim, threatened or commenced, of patent infringement, shenzhenaudio.com shall defend or settle any claim that a shenzhenaudio.com product infringes any United States patent at shenzhenaudio.com’s sole cost and expense, provided shenzhenaudio.com is offered full and exclusive control to conduct the defense or settlement thereof.
14.2 Exclusions. shenzhenaudio.com’s obligation to defend and settle shall not apply (1) to any products or parts specified by Buyer or manufactured to Buyer’s design; (2) to any products or parts altered or modified by Buyer; (3) to the use or manufacture of any products in conjunction with any other product, not manufactured by shenzhenaudio.com, or (4) where infringement would not have occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any foreign patent.
14.3 Remedies. shenzhenaudio.com’s liability for damages hereunder is limited to those computed solely on the value of any products sold to Buyer hereunder. In the event of any claim that a product furnished hereunder infringes any United States patent, shenzhenaudio.com may at its option and expense (a) procure for Buyer the right to continue using the product, (b) replace or modify the product so that it becomes non-infringing, or (c) grant Buyer a credit for such product, less a reasonable depreciation for use, damage, and obsolescence upon its return to shenzhenaudio.com. These remedies shall constitute the sole and exclusive remedies of the Buyer and are in lieu of any other warranty, express or implied, by shenzhenaudio.com with respect to intellectual property (patents, trade secrets, mask works, trademarks, copyrights, or the like).
14.4 Indemnity by Buyer. In the event any product to be furnished under an Order is made in accordance with drawings, samples or manufacturing specifications provided or designated by Buyer and is not the design of shenzhenaudio.com, Buyer agrees to defend, indemnify and hold shenzhenaudio.com harmless from and against any claims of infringement with respect to such product(s) subject to the same requirements as set forth above in shenzhenaudio.com’s obligation to Buyer. Further, Buyer agrees to pay all costs and expenses incurred by shenzhenaudio.com in its defense and the amount of any judgment against shenzhenaudio.com in any suit or proceeding against shenzhenaudio.com based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by shenzhenaudio.com or from the sale or use of any such combination by Buyer.
Neither party shall assign an Order or any portion thereof without the prior written consent of the other party, which consent shall not be unreasonably withheld. The non-assigning party shall not have any obligation to an assignee of the assigning party unless such consent is obtained.
Failure by shenzhenaudio.com to assert all or any of its rights upon any breach of an Order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service. Such waiver will arise only from an express written waiver signed by a duly authorized shenzhenaudio.com representative. No waiver of any right shall extend to or affect any other right shenzhenaudio.com may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach.