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Sales, Delivery, and Payment Terms and Conditions

1. General Provisions

1.1 Scope of Application: These Sales, Delivery, and Payment Terms and Conditions (hereinafter referred to as “these Terms”) apply to all transactions of goods and services between Ningbo Longwell Electric Technology Co., Ltd. (hereinafter referred to as “the Company”) and its customers. Unless expressly agreed upon in writing by the Company, any deviations, supplements, or additional terms proposed by the customer are not legally binding, even if the Company does not explicitly object.

1.2 Formation of Contract: All quotations provided by the Company are non-binding unless a validity period is explicitly stated. A contract is formally established when the Company provides a written confirmation of the customer’s order. Any oral agreements, modifications, or supplements must be confirmed in writing by the Company.

1.3 Agency Authority: The Company’s sales representatives and agents are not authorized to enter into legally binding contracts or make commitments beyond their authority on behalf of the Company. Any agreements reached with them are only effective after being confirmed in writing by the Company.

2. Quotations and Orders

2.1 Validity of Quotations: Information in the Company’s quotations, price lists, and other promotional materials is for reference only and does not constitute a binding offer. The Company reserves the right to modify quotations at any time unless a validity period is explicitly stated.

2.2 Technical Documentation: Drawings, specifications, technical parameters, and other documents provided by the Company are estimates unless expressly stipulated as binding in the contract. The Company reserves the right to make technical improvements and design changes to the products, provided that such changes do not negatively affect the product’s functionality and quality.

2.3 Acceptance of Orders: The customer’s order or commission is only considered accepted when confirmed in writing by the Company. The Company reserves the right to assess the customer’s credit status before confirming the order.

2.4 Order Cancellation: Once an order is confirmed, the customer may not cancel or modify the order unless with the Company’s written consent or as otherwise provided by law.

3. Prices and Payment

3.1 Prices: Unless otherwise agreed in writing, all prices are in Chinese Yuan (RMB) based on “Ex Works” (EXW, Incoterms 2020) terms, excluding packaging, transportation, insurance, customs duties, and value-added tax. These additional costs will be itemized separately and borne by the customer.

3.2 Price Adjustments: If, after the contract is concluded, significant changes in raw materials, energy, labor costs, or other production costs lead to increased costs for the Company, the Company reserves the right to adjust prices accordingly and will notify the customer promptly.

3.3 Payment Terms: Unless otherwise agreed in writing, invoice amounts are due in full within 30 days from the invoice date, without any deductions or offsets. Payments should be made via bank transfer, and all bank fees are to be borne by the customer.

3.4 Late Payments: If the customer fails to make payment by the due date, the Company is entitled to charge late payment interest in accordance with Chinese law, at a rate of 0.05% per day on the outstanding amount. Additionally, the Company reserves the right to suspend subsequent deliveries or require advance payments.

3.5 Offsets and Retention Rights: The customer has no right to offset, deduct, or exercise a right of retention due to any claims or disputes not recognized by the Company, unless such claim has been legally adjudicated or confirmed in writing by the Company.

4. Delivery and Transfer of Risk

4.1 Delivery Period: The delivery period is as specified in the order confirmation. The delivery period commences once the Company has received all necessary documentation, advance payments (if applicable), and technical clarifications from the customer.

4.2 Delivery Method: Unless otherwise agreed, goods are delivered according to “Ex Works” (EXW, Incoterms 2020) terms.

4.3 Transfer of Risk: Under EXW terms, the risk of loss or damage to the goods passes to the customer when the Company notifies the customer that the goods are ready for collection. At this point, the goods are considered delivered, even if the customer has not physically taken possession.

4.4 Delayed Collection: If the customer fails to collect or accept the goods at the agreed time, the Company is entitled to store the goods, with all related risks and costs borne by the customer. The Company may charge reasonable storage fees to the customer.

4.5 Partial Deliveries: The Company reserves the right to make reasonable partial deliveries, and the customer shall not refuse acceptance or delay payment on this basis.

4.6 Force Majeure: The Company shall not be liable for delays or failure to deliver due to events beyond its control, such as natural disasters, war, governmental actions, epidemics, etc. In such cases, the delivery period will be reasonably extended, and both parties shall consult to find a solution.

5. Packaging and Transportation

5.1 Packaging: Unless otherwise agreed, packaging is determined by the Company and conforms to general commercial standards. Special packaging or labeling requirements must be requested in writing by the customer in advance and may incur additional costs.

5.2 Transportation Arrangements: Under EXW terms, the customer is responsible for arranging transportation and insurance of the goods. Upon the customer’s request, the Company may assist in arranging transportation, with all costs and risks borne by the customer.

5.3 Transport Insurance: If requested by the customer, the Company can arrange transport insurance on the customer’s behalf, with costs borne by the customer. The Company is not liable for any damage or loss occurring during transportation.

6. Retention of Title

6.1 Retention of Ownership: The Company retains ownership of the delivered goods until the customer has fully discharged all payment obligations arising from the business relationship.

6.2 Right to Resell: The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. However, the customer must assign to the Company any receivables arising from such resale, up to the value of the outstanding debts, until all obligations are fulfilled.

6.3 Restrictions on Disposal: The customer shall not pledge, mortgage, or otherwise dispose of the goods subject to retention of title. If a third party seizes, confiscates, or otherwise affects the Company’s ownership rights, the customer must immediately notify the Company in writing and assist in protecting the Company’s rights.

6.4 Right of Repossession: If the customer breaches contractual obligations, especially in cases of late payment, the Company is entitled to repossess the goods subject to retention of title without terminating the contract. The customer shall bear the costs associated with repossession.

7. Quality Guarantee and Liability

7.1 Quality Guarantee: The Company guarantees that the products supplied are free from material and workmanship defects under normal use conditions. The warranty period is 12 months from the date of delivery.

7.2 Acceptance and Complaints: The customer shall inspect the goods as soon as possible after receipt. If any defects are found, the customer must notify the Company in writing within seven (7) working days, providing detailed information about the nature and extent of the defects. Failure to notify within this period constitutes acceptance of the goods and waiver of any claims related to defects.

7.3 Remedies: For confirmed quality issues, the Company reserves the right to choose between repair, replacement, or refund of the corresponding payment. The customer shall not undertake repairs or engage third parties for repairs without the Company’s consent; otherwise, the Company bears no responsibility for associated costs or liabilities.

7.4 Limitation of Liability: The Company is not liable for defects resulting from improper use, unauthorized modifications, incorrect installation or operation, normal wear and tear, accidents, or force majeure events.

7.5 Indirect Losses: To the extent permitted by law, the Company shall not be liable for indirect losses, loss of profits, special, incidental, or consequential damages incurred by the customer.

8. Intellectual Property and Confidentiality

8.1 Intellectual Property: The Company retains all ownership and intellectual property rights to the drawings, technical data, samples, models, and other documents provided to the customer. Without the Company’s written consent, the customer shall not copy, distribute, or disclose such materials to third parties.

8.2 Trademark Usage: The customer shall not use the Company’s trademarks, trade names, or other identifiers without prior written authorization from the Company.

8.3 Confidentiality Obligations: The customer shall keep all non-public information obtained from the Company confidential and shall not disclose it to third parties or use it for purposes outside the scope of the contract.

9. Contract Termination and Compensation

9.1 Termination of Contract: If the customer seriously breaches contractual obligations, particularly in cases of late payment or refusal to accept goods, the Company has the right to terminate the contract and seek compensation for resulting losses.

9.2 Scope of Compensation: Compensation includes, but is not limited to, the value of the goods, costs of repossessing the goods, storage fees, legal expenses, and other related losses.

10. Force Majeure

10.1 Definition: Force majeure refers to events beyond the control of both parties, including but not limited to natural disasters, war, acts of terrorism, governmental actions, strikes, epidemics, etc.

10.2 Consequences: If the performance of the contract is prevented by force majeure, both parties shall promptly consult to find a fair and reasonable solution. Both parties may be partially or wholly exempted from their obligations, except as otherwise provided by law.

11. Applicable Law and Dispute Resolution

11.1 Applicable Law: This contract shall be governed by the laws of the People’s Republic of China.

11.2 Dispute Resolution: Any disputes arising from this contract shall be resolved through friendly negotiations between the parties. If negotiations fail, either party may submit the dispute to the competent People’s Court in the Company’s location.

12. Miscellaneous Provisions

12.1 Partial Invalidity: If any provision of this contract is deemed invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties shall negotiate to amend the invalid provision to closely reflect the original intent and purpose.

12.2 Assignment of Contract: The customer shall not assign its rights and obligations under this contract without the Company’s written consent. The Company has the right to assign its contractual rights and obligations to affiliated companies.

12.3 Entire Agreement: This contract constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, memoranda, or communications.

12.4 Notices: All notices and communications related to this contract shall be in writing and delivered in person, by registered mail, express courier, or email to the legal addresses of the parties or the addresses specified in the contract.

12.5 Language: This contract is written in Chinese. If there are versions in other languages, the Chinese version shall prevail.

Company Profile

Ningbo Longwell Electric Appliance Technology Co., Ltd. (hereinafter referred to as “the Company”) is a high-tech enterprise specializing in fans, motor technology, electronic control, and aerodynamics. We are committed to developing and producing high-quality air and motion solutions, adhering to the principles of technological innovation and quality excellence, and creating maximum value for our customers.

Legal Notice

The Company reserves the right to the final interpretation of the products and services provided. Customers shall comply with relevant laws and regulations and the Company’s instructions when using the products. The Company is not liable for any direct or indirect losses resulting from improper use of the products or failure to follow the instructions.

Privacy Policy

The Company is committed to protecting customers’ personal information and privacy. We will strictly comply with the “Cybersecurity Law of the People’s Republic of China,” the “Personal Information Protection Law of the People’s Republic of China,” and other relevant laws and regulations. Reasonable technical and managerial measures will be taken to ensure the security of customer information.

Contact Us

For more information or any inquiries, please visit our official website or contact us through the following methods:

• Phone: +86-18058545395

• Email: sales@longwellfans.com

• Address: #NO.100, South of Xuxiang River, Ditang District, Yuyao, Ningbo, Zhejiang Province, China

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• Official Website: www.longwellfans.com

• WeChat Official Account: +86-18058545395

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