FB FAIRY TALES TRADING SHANGHAI CO. LTD GENERAL TERMS OF SALE AND DELIVERY

 1.    Application and validity

1.1    The following general conditions shall apply to all goods and services supplied by FB Fairy Tales Trading Shanghai Co. Ltd. a company incorporated in China with Unified Social Credit Code no. (统一社会信用代码) 91310000MA1FPL7R13 and registered address of business at Room 301 L, Floor 3 , No. 139 Rui Jing Yi Road, Huangpu District, Shanghai (hereafter referred to as “FBT”).

1.2    Conditions or requirements of the buyer contained in the buyer’s order, stated in his general conditions of purchase or elsewhere, shall not bind FBT unless explicitly accepted by FBT in writing.

1.3    For the purpose of these general conditions the following definitions shall apply:
”Order” means buyer’s order.
”Sales Contract” means the Order as confirmed in writing by FBT.

2.    Offers and orders

2.1    Unless otherwise stated in writing, FBT’s quotation shall be effective and binding for a period of 14 days as from the date of submitting the quotation.

2.2    In case of the buyer submitting an Order, said Order shall not be binding upon FBT until FBT has forwarded a Sales Contract to the buyer or has delivered the goods to the buyer, whichever happens first.

3.    Delivery 

3.1    Unless otherwise agreed in writing, the delivery terms are DAP, excl. local charges in receiving country. Transport is done according to Incoterms 2020.  

3.2    The date of delivery stated in the Sales Contract is an estimate made to the best of FBT’s knowledge. FBT shall notify the buyer of the actual date of delivery when it has been finally determined.

3.3    If a delivery has not been taken by the buyer within the time limit following from the Sales Con-tract, FBT is entitled at its own discretion to cancel or maintain in whole or in part the Sales Contract. Fur-thermore, FBT is entitled to store, sell or remove the goods for the buyer’s account and risk and to claim damages. In case of FBT cancelling the Sales Contract, FBT is entitled to compensation for all the loss suf-fered by it, including the costs incurred as well as loss of profit.


4.    Delay 

4.1    If delivery is delayed beyond the date estimated by FBT, the buyer can by notice to FBT demand delivery and fix a final, reasonable time limit for delivery.

4.2    If delivery is not effected within the reasonable time limit fixed in any notice served under clause 4.1, and said time limit is exceeded by more than 20 (twenty) days, then the buyer is entitled to cancel the Order.

4.3    The buyer cannot claim damages for any indirect or consequential loss suffered due to a delay.

5.    Use of the goods

5.1    In his use of the goods the buyer shall observe all relevant national legislation including any reg-ulation or requirement of governmental or other regulatory authority. Consequently, FBT assumes no liabil-ity for any infringement of patents or violation by the buyer of any relevant legislation, regulation or re-quirement, which is due to his use of the goods. This shall apply even if FBT, its employees or agents have made statements or recommendations (whether before or after the purchase) relating to the goods.
 
6.    Defects

6.1    Immediately upon receipt of the goods, and before use thereof, the buyer shall make such ex-amination of the goods as is required by proper trade practice. The buyer shall satisfy himself that the goods meet all contractual requirements. If the buyer fails to conduct said proper examination timely, he shall loose his right to invoke any rights in case of a defect, which could have been detected by the exami-nation.

6.2    Without prejudice to Clause 6.1, complaints about defects shall be made in writing and must be received by FBT not later than 14 (fourteen) days after the defect was or should have been detected. The complaint shall include a description of the alleged defect.

6.3    Claims based on defects shall be advanced within 6 (six) months of delivery. 

6.4    No complaint can be made after expiry of the deadlines stipulated in 6.2 and 6.3. If FBT enters into any discussion with the buyer concerning a complaint lodged after expiry thereof, FBT does so purely as a gesture and without waiving the right to contend that the complaint in question was lodged too late.

6.5    FBT shall in no event be liable for the suitability of the goods for its intended use or its fitness for a particular purpose. FBT shall further in no event be liable for defects or shortage of goods when caused by the buyer’s inappropriate or improper use or storage. 

6.6    If goods are defective and a claim based on the defect is brought against FBT, then FBT may choose within a reasonable time either to deliver replacement goods in return for the defective goods or make subsequent delivery, repair the defect or grant the buyer a pro rata reduction in the purchase price, whereupon the rectification of the defect shall be deemed final.

6.7    With the exception of what has been stipulated above, FBT assumes no liability for defects and the buyer cannot assert any other rights in case of default than the ones stated above, including by way of illustration and not limitation termination of the order or compensation, whatsoever. 

7.    Prices

7.1    Unless otherwise agreed in writing, prices are based on the current price listings, excluding V.A.T., costs, duties, etc.

8.    Terms of payment

8.1    Unless otherwise agreed, the Buyer shall prepay the goods upon receiving the invoice and be-fore the goods are shipped.
 
8.2    If 8.1 is deviated, in case of late payment, FBT charges interest for default on the amount owing at the time in question, at a rate of 1,0 per cent per month from the due date. Interest will be calculated each month on the outstanding balance due which will include previously added interest, reasonable costs etc. 

8.3    Should default be made by the Buyer in paying any sum due under any Sales Contract as and when it becomes due, FBT shall have the right either to suspend all further deliveries until the Buyer’s de-fault of payment shall have been made good or to cancel the Sales Contract so far as any goods remain to be delivered there under. 
 
8.4    The buyer shall not withhold payment or make any deductions from the price of the goods in respect of claims that have not been approved by FBT.

9.    Retention of title

9.1    FBT shall retain full and clear title to goods delivered hereunder, and ownership of the goods shall not pass to the buyer until full and final payment has been made.

10.    Intellectual property rights

10.1    The title to intellectual property rights in regard to the goods shall be vested in and solely allot-ted to FBT, including intellectual property rights resulting from the cooperation between the parties re-garding the goods.

11.    Force majeure

11.1    Neither party shall be liable to pay damages or make compensation in any way for any delay or failure to perform any of its obligations when such delay or failure is due to force majeure.

11.2    Force majeure is defined as an act of god or an event or contingency outside the reasonable control of the party affected thereby. It shall include but not be limited to delay in the delivery of or defects in goods supplied by subcontractors, substantial price increases for such deliveries, war (declared or un-declared), revolution, riot, strike and lockout, labour disturbances, fire, flood, epidemic, pandemic, earth-quake, explosion, blockade, embargo, unavailability of basic raw materials, lack of or failure of transporta-tion, any unusual or unexpected acts of government or governmental agency, and other similar events.

11.3    Upon the occurrence of force majeure, the party suffering thereby shall within reasonable time give the other party written notice thereof specifying the cause of force majeure and how it will affect the performance of its obligations.

11.4    If the delivery of goods is temporarily prevented owing to force majeure events, the obligation to deliver shall be suspended as regards the period during which the force majeure situation exists with the effect that the buyer shall not be entitled to cancel the Sales Contract. However, if contractual perfor-mance, delivery of goods or other duties are prevented by force majeure for a period of 180 consecutive days, then either party may terminate the obligations prevented by force majeure.

12.    Product Liability

12.1    FBT shall be liable in accordance with applicable law on product liability, however with the limita-tions following from this clause 12. 

12.2    FBT shall under no circumstances be liable for indirect losses, including but not limited to operat-ing losses, loss of profits, loss of time, punitive damages and consequential costs to which a defective product may have given rise. 

12.3    FBT cannot be held liable for damage to products manufactured by the buyer or subsequent buyers or to products of which these form part.

12.4    Furthermore, FBT shall not be liable for losses suffered in connection with carriage and replace-ment of a product that has been resold. 

12.5    If damage caused by the goods purchased or danger that such damage will occur comes to the attention of the buyer, the buyer shall without undue delay notify FBT thereof in writing. The notice does not relieve the buyer of his obligation to minimise such damage.

12.6    The buyer shall notify FBT if third parties bring claims based on product liability against the buy-er.

13.    Limitation of liability

13.1    FBT shall never be liable for punitive damages, financial loss, consequential loss, loss of profit, loss of time or other indirect loss or consequential damage whether arising from delay, from the supply of defective goods or otherwise.

13.2    Liability of the FBT shall in total be limited to the sum of the Sales Contract giving rise to the claim.

14.    Jurisdiction and governing law

14.1    The validity, construction and performance of the obligations of the parties shall be governed by and interpreted in accordance with the laws of China.
 
14.2    All disputes, controversies, and all conflicts in connection with any Sales Contract shall be settled amicably between the Parties in the spirit of partnership, and the Parties shall use their best efforts to reach a settlement.   

14.3    Any dispute arising from or in connection with any Sales Contract shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for arbitration which shall be conduct-ed in accordance with the CIETAC's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

14.4    The seat of arbitration is Beijing, China. The language of arbitration is English.