Business Tax and VAT
The amount stated as payable to MOJIELONG (“Price”) in this quotation/proposal/tender/invoice is inclusive of existing taxes, duties and government charges imposed or levied in China in connection with the supply of the Products or Services. Customer shall be liable for any new taxes, duties or charges imposed subsequent to this document in respect of the supply of Products or Services unless stated otherwise,
Supply
Mojielong International Trading (“MOJIELONG”) agrees to supply products (the “Products”) and/or services (the “Services”) to the Customer on these standard terms and conditions (“Terms”). All Products and Services are supplied on these Terms.
Purchase Orders
Purchase orders for Products or Services will constitute an offer by the Customer and may be only accepted by MOJIELONG in writing. Any amendments to purchase orders for Products or Services previously accepted by MOJIELONG must be approved by MOJIELONG in writing.
Payment
Payment terms may vary from 0 to 30 days subject to a credit approval. Once approved, the payment term is strictly from the date of debit note or earlier if specified on invoice all payments made by the Customer to MOJIELONG must be free of any set-off, counterclaim or any deduction. The Customer agrees that all costs and expenses incurred by MOJIELONG in recovering moneys due by the Customer, including legal fees (on a solicitor/client basis), collection charges and tracing agents’ fees will be paid by the Customer. All payments made by the Customer will be allocated firstly, towards such costs and expenses, secondly, to interest and, thirdly, to the price for the Products or Services.
Interest
The Customer acknowledges that any amount not paid on the due date for payment will carry interest from that date until payment is made in full at the rate being 2% above the overdraft rate charged on overdraft accounts. All dishonoured cheques will incur fees apart from the usual bank charges which fees must be paid by the Customer.
Delivery
MOJIELONG will use its reasonable endeavours to deliver Products or Services to the Customer on the date agreed during the Customer’s normal business hours, but will not be liable for any delays in such delivery caused as a result of matters beyond its control. The time for delivery of Products or Services by MOJIELONG will not be the essence.
Disputes
Where the Buyer has any dispute in relation to the invoice for product(s) and/or services purchased, the Buyer must contact the Seller and detail the dispute in writing and provide all relevant information within 2 months after the purchase date, failing which are related legal rights of the Buyer will lapse, any dissent in writing produced by the Buyer out of the specified period cannot be used as any defense to the amount and time of payment. If any return, refund or discount of product(s) and/or services is approved by Seller, the Buyer must provide Seller with document of the return, refund or discount issued by the Seller’s authorised tax officer. The Buyer is liable for all related tax losses if the dispute causes Seller to delay issuing VAT credit invoice. Seller has rights to terminate the approved return, refund or discount of the disputed invoice. If the dispute cannot be resolved to the satisfaction of each party, either party may terminate the negotiation. It will be unreasonable for Buyer to refuse to pay the disputed invoice or delay payment terms on the invoice.
Risk and Insurance
Risk of loss, theft, damage, deterioration or destruction of Products passes to the Customer upon the earlier of:
(a) Delivery to the Customer
(b) The taking of possession by the Customer; and
(c) The delivery to any carrier (who will be deemed to be agent of the Customer) for delivery to the Customer
The Customer must insure the Products at all times with a reputable insurer for their full replacement cost and effect any other insurance as and when reasonably requires by MOJIELONG
Ownership
Until such time as all Products supplied by MOJIELONG to the Customer and all claims, debts or moneys owing by the Customer to MOJIELONG have been paid in full, the Products will remain property of MOJIELONG. The Customer acknowledges and agrees that if it fails to pay any moneys to MOJIELONG when due, MOJIELONG may immediately without notice or demand enter upon the Customer’s premises and take possession of the Products. This clause is prejudice to any other rights that MOJIELONG have pursuant to these Terms or otherwise.
Confidentiality
MOJIELONG and the Customer agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. In this clause, “confidential information” means information in any form that is not in the public domain, but does not include information that is already in the public domain at the time that is disclosed or becomes part of the public domain otherwise than as a result of an authorized disclosure by MOJIELONG or the Customer.
Intellectual Property
The Customer acknowledges that all intellectual property rights arising out the provision of the Services by MOJIELONG (including any intellectual property rights in any software written by or on behalf of MOJIELONG and any discoveries, inventions, patents or designs) are and will remain the property of MOJIELONG. The Customer agrees to do all things necessary, at MOJIELONG’s request, to effect an unconditional and irrevocable assignment of any intellectual property referred to this clause.
Termination
Where the Customer:
(a) Makes default in any payment or breaches any of these Terms;
(b) Becomes unable to pay its debts as and when they fall due; or
(c) Commits an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up,
MOJIELONG may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Customer:
(a) Suspend further deliveries and require payment in advance for all such deliveries;
(b) Terminate all or any purchase orders for Products or Services which have been accepted by MOJIELONG;
(c) Claim immediate payment of all monies due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by MOJIELONG; and/or
(d) Continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.
No Representations
The Customer acknowledges that MOJIELONG has not made any warranty or representations, express or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to MOJIELONG or not).
Liability
To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute Trade Practices Act, the liability of MOJIELONG for a breach of a condition or warranty implied into this agreement by the Act is limited at the option of MOJIELONG:
(a) If the breach relates to Products, to the replacement of the Products or the supply of equivalent Products, the repair of the Products, the payment of the cost of replacing the Products or of acquiring equivalent Products or the payment of the cost of having the Products repaired; and
(b) If the breach relates to Services, the supplying of the Services again or the payment of the cost of having the Services supplied again. MOJIELONG will not be liable to the Customer for any loss or damage whatever (including, without limitation, loss of profits, revenue, data or use) arising out of or in relation to the supply of the Products and/or Services, even if MOJIELONG knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort or statute.
Staff Engagement
The Customer acknowledges and agrees that it, its subsidiaries and its agents, cannot employ or engage in the service(s) of any MOJIELONG staff, whether permanent, part-time or contractor, within (12) months of:
(a) the staff’s termination/resignation/expiration of employment contract with MOJIELONG; and/or
(b) the termination/expiration of this agreement between the Customer and MOJIELONG.
Variation
Any variation to these Terms must be in writing.
General
All notices must be in writing and sent by registered mail, courier or transmitted by facsimile to the address or facsimile number of the respective parties. No leniency, indulgence or extension of time granted by MOJIELONG to the Customer will prejudice any of MOJIELONG’s rights in any way or constitute a waiver of any MOJIELONG’s rights. If any of these Terms are for any reason declared or become unenforceable, invalid or illegal, the remaining terms will remain in full force and effect.