Trade Agreement

 

1. Purpose

  This document explains the general sales terms and conventions applied by TELT and the whole contractual relationship existing between the counterparties regarding the goods and or the services. 

It is for the convenience and accordance to the persons or parties who would

establish the business relationship with us now or in the future.

 

2. Scope of Applicability

The conditions hereby described are applicable to all sales cases of goods and/or services supplied by TELT to counterparties, except in case of a different written agreement by a TELT legal representative or by a delegated person in case of necessity.

All the goods or service will be adopted in the situations of legal transaction and no payment argument.

 

3. Prices

Prices applied by TELT are those indicated in the price lists and in the quotations sent the qualified customers or written on the related documents approved by TELT.  Usually, they are intended V.A.T. excluded, required to buy over a minimum quantity or amount, available during the valid date always, and most of importance is, become effective by the signature of the authorized person in TELT.

 

Owing to the alteration of raw materials, parts or production cost, even the company’s policy, TELT have the right to modify the above mentioned prices when the quotations or the price lists expire, and this change should be valid since the coming deal and will be promptly communicated to customers for their references . Surely, these amendatory prices will not be applied to the orders which are confirmed before. 

 

Our price differences are not only depend on the orders of different quantity, but also depend on the different required deliveries. They are described as followings :    

 

a. The quotations for C&F or CIF. location, by sea or by air freight.

In addition to the sales amount of goods, they will include the charge of delivery to the airport or port which was appointed by the client. But they should not contain the clearance fee and the rent of storehouse. Generally, the forwarders should be designated by our side. 

  

b. The quotations for FOB. Kaohsiung by sea or by air freight.

They only contain the prices of goods and the handling charge of

Kaohsiung airport or seaport.

Generally, the forwarders should be designated by clients or our side.

 

c. Door to door express delivery

If the express company will charge us, this price should include the express freight; But if the express company will charge the client, then the quotation should be the ex-work price.

 

d. The ex-work price :

  It means the net price of goods without freight or any extra charge.

 

4. ORDERS:   

The customer’s orders to TELT will be considered as a request for deal and ought to be thought as the formal contracts between the parties, no matter their content are complete or not. TELT may accept these orders by order confirmation signature or any types of approval, and also havethe right to refuse the orders received.

 

All the orders will be accepted only while they are on paper support or on software and hardware support and sent to TELT in originalby electronic mail or via fax. Moreover, they will be considered NOT CANCELABLE without the permission of seller.Any order will be considered to be complete only when it contains the following information: details of the sender company (trade name, address, name and position of the sender, contact data, etc.), order number, date, indicating the receiver as TELT, the descriptions and specifications of required goods and their quantities, details for the dispatch or transport documents and purchasing conditions for invoicing procedures.

 

The requested lead time and shipping date should be advised to TELT before the orders placed. The final forecast delivery date should be settled by each other. If necessary, TELT may make partial shipment for the orders, except those are absolutely forbidden by the buyer.  If the buyer will get any loss obviously and practically due to the partial delivery, the buyer should advise us before order approval and keep the option rights for ours. 

 

If there is no advice for the special situation of orders, we only accept the cancellation but not the compensation.

 

5. Product Information & Sample Approva

TELT may offer a great range of available products that not always are described in catalogues.

For those products TELT has got a stock in the storehouse for prompt deliveries excepted particular occasions. If not otherwise indicated, the technical specification represents the limits within them the products can be used.

 

Technical features are subjected to the usual limits of the commercial use. It will be complete responsibility of the customers to ensure the use of products in accordance to their features indicated by TELT.  TELT will be available to offer technical support concerning the use of its products. If the customer wants to supply TELT products to third parties, he has to ensure that the products are complete with all accessory components as notes, labels, instructions, handbooks and other useful information.

 

If the customer would order the goods which he buy them at the first time, he have to order the same kind of products, and make sure of its specifications, property and quality. If the samples are meet his requirements, the client have to sign on our specification data sheet and send back one of the originals or email it to us.  But he order this kind of goods more than one time, he does not need to sign any data for us again.

Any products are amended by the request of clients, they should be thought as the first purchase goods. They should be approved again.  

 

 6. Payment Terms

The payment terms we may accept are described as followings.

1. For new customers :

The buyers didn’t place any formal orders to us within the latest 12 months,

except sample orders.

 a .If the sales amount of order is less than US$3000, it should be expected to be

paid by 3 days before delivery.

 b. If the sales amount of order is more than US$3000, it should be expected to be paid 30% deposit

after order confirmed and the rest will be settled up 3 days before delivery by money remittance (T/T),

a cashier’s check of bank or L/C at sight ( the ones issued by some other countries should be required

to the confirmation of Citibank.)

 

2. For old customers :

The buyers have placed at least a formal orders to us within the latest 12 months, except the sample orders.

 a. If the sales amount of order is less than US$3000, it should be expected to be paid by 3 days before delivery.

 b. If the sales amount of order is more than US$3000, but less than US$30000, it should be expected to be paid 3 days before delivery.

 c. If the sales amount of order is more than US$30000, it should be expected to be paid 30% deposit after order

confirmed and the rest will be settled up 3 days before delivery by money remittance (T/T), a cashier’s check of bank or L/C at sight ( the ones issued by some other countries should be required to the confirmation of Citibank.)

 d. The order is issued by the customer who are qualified by our insurance bank and offer him a certain credit. If the document of order is completed, and the total sales amount is within the credit, we would proceed to produce and delivery the goods in the commitment date.

 

3. The payment terms should be committed by each other before the first order effected, and adopted the following orders. But it may be settled anew owing to the request of customer, particular products or the altered trading terms.

 

When the customer violates the contracted payment terms, we have the rights to cancel or alter the orders and refuse the new orders.

 

If there is outstanding over due, we may ask for the interests of delay payment. It is counted since the invoice date to the payment cleared off.

 

7. The Delivery of Goods

1. TELT is committed to try every effort and all the possible ways to deliver the goods on the contracted day, according to the terms on the confirmed orders or requested by the buyer.  But all the production and delivery factors are not controlled by us totally. So that, except agreement settled in advance, we shall not be responsible for the legal obligation of delayed delivery.

  


2. The labels, packing type, shipping mark, delivery way, destination and

Forwarders of goods should be complete as the descriptions in the orders.

If there are any mistakes or neglect and cause to loss, the loss ought to be

compensated and corrected by the party of faultiness. 

 

3. The partial deliveries :

  Because of the request of buyer, or the shortage of materials acknowledged after orders confirmed, or the

accidents during the production or delivery, it causes that we can’t finish the order in one delivery. We ought to notify the buyer one week earlier and present the new delivery schedule

 according to the directions of buyer and the latest situations of production.

If the partial deliveries are more than twice times, or the second delivery

will be one month later, the buyer may cancel the rest of this order without

any obligation.

 

4. The delayed deliveries :

 Because of the faults of ours, or the shortage of materials acknowledged after orders confirmed, or the accidents during the production or delivery, it causes that we can’t finish the order on time. We ought to notify the buyer one week earlier and present the new delivery schedule according to the directions of buyer and the latest situations of production.

 

If there is no mistakes of buyer and the delayed delivery is later than the schedule

d date by over 15 days, the buyer may cancel the rest of this order without any

obligation.

 

5. The verification for quantity of goods :

When the buyer receive the goods delivered by us, please check up the quantity of goods according to the packing list.  

 

If there is shortage of boxes, damage of cartons or inconformity of order, please take photos on the spot and response to the forwarder for compensation. If it is due to our neglect, please send the photos to us and we shall make reparation at the next shipment. 

We shall not accept the claim without any evidence or long after the event occurring.

 

 

8. Products Acceptation & Inspection

1. The delivered goods of TELT ought to conform to the model names, specifications, properties and quantity of orders, and they can’t be altered without the permission of buyer.

  


2. All the goods will be delivered to buyer were produced as the same of

approved samples, and the testing reports and specification data sheets

will be attached with the delivery. 

 

The buyer should confirm the qualities, properties and quantities of the arriving goods within 7 days or before the next order. 

 

The acceptance of standard for goods is under the defective rate of goods, which was negotiated by each other.  If the defective rate of goods exceeds the standard, and without any man-made reasons, TELT agree to accept the claim of returns for total or partial goods. But if it is carried out later than 7 days of receiving the goods, we may have the right to refusal.

 

3. Besides, if the defective goods may be obligated to the buyer, that is the wrong information of ordered products is provided to us, or the defective parts or material are offered to us, so that there is not right to claim.  We may offer the low cost repair for this goods.  

 

 

9. Warranty & Technical Support

1. TELT ought to offer a certain of quality assurance for all the products which he had sold in one period of time, Please refer to the warranty terms in the following pages.

 

2. TELT should do his best to maintain the supply chain of all the materials and parts, and the progress of technical in production, in order to conform to the demand of customers.  While the promotion of the efficiency of supply and the productive technology is presented, TELT ought to advise and provide the better terms to buyers actively

 

3. The buyer may ask TELT for the relevant data about the products, which he have bought or intend to buy. Furthermore, TELT is obligated to answer the questions of buyer about products.  But if they are concerning to the scope of the intellectual property rights, TELT may have the right to reserve.

 

4. The repair or alteration for our products by the request of buyers, TELT ought to finish it as soon as possible, and the charge should be determined by the terms of warranty or bargain of both parties.   

 

 

10. The Obligation of Indemnification

1. For the Seller’s indemnification obligations, Seller agrees to indemnify, defend and hold Buyer harmless against, and to pay all losses, costs, damages and expenses, including reasonable attorney fees for which Buyer may sustain or incur arising on account of warranty claims or product liability matters.

2. But the amount of Seller’s compensation should not exceed to the economical value of sold goods.

 

 

11. The Intellectual Property Rights

1. During the period of trade, and the buyer is marketing our products or relevant activity, if he will apply the logo or name of TELT, it have to be permitted by TELT in advance, and this permission doesn’t mean any types of transference for the intellectual property rights.

 

2. All the advertisement, labels or demonstration of buyer, which will use, insinuate or hint about TELT’s name or logo, ought to be authorized by TELT in written form.  Moreover, the buyer should not describe himself or pretend the branch of TELT to the third parties.

    

3. Except the authorization of TELT, any buyer may not copy or alter to manufacture the TELT’s products, no matter it is regarding to the appearance or internal design.  If so, it will commit the crime of copy rights.

 

12. Force Majeure

Each party shall be excused for delays or failures in performance of this agreement to the extent that such delays or failures result from any cause beyond the reasonable control of such party, including, by way of example and limitation, delays caused by the other party, acts of God, strikes and other labor disputes, Government regulations, public disorder, and catastrophes such as fire, flood or explosion.  The foregoing, notwithstanding, should Seller’s performance hereunder be delayed or prevented for a period of fifteen (15) days or more due to a force majeure event, Buyer shall have the right to immediately terminate this agreement without any liability to Seller except for payment for Products delivered to Buyer prior to the termination data.

 

13. Governing Law and Jurisdiction

For any controversy concerning the use of these general sales terms and the correspondent commercial relationships between TELT and the customers, only the competent court of Kaohsiung (Taiwan) and its associated organizations are valid, and only the laws of Republic of China will be applied to this agreement. .