1.Acceptance.Desent group, an China corporation conducting business as Desent (the "Seller"), agrees to sell goods (the "Goods") to the Buyer, which Goods have been ordered by the Buyer via (a) this website, a telephone order, or a written purchase order delivered to the Seller (each an "Order"), only upon the terms and conditions of sale set forth in this document, as amended from time to time (these "Terms"). These Terms shall supersede and take precedence over any contrary or conflicting terms and conditions contained in any document or correspondence provided by the Buyer. The Buyer shall be deemed to have accepted and consented to these Terms upon the earliest of the following: (a)failure to object to these Terms within two days after placing the Order, (b)delivery of the Goods to the Buyer, or (c)partial or full payment for the Goods. These Terms, together with an Order, shall comprise the complete and exclusive contract and agreement for the sale of the Goods to the Buyer.
2.Prices. Unless otherwise noted in writing, the Seller's quoted prices include all charges and expenses relating to carriage and shipping of the Goods to the Port of Shanghai China.
3.Payment. The Buyer shall pay the Seller for the Goods in U.S. Dollars within 10 days after the date of the Seller's invoice. The Seller may invoice the Buyer upon the earlier of shipment of the Goods, or notice of readiness to ship the Goods. If the Buyer does not pay the Seller upon the agreed dates of payment, the Buyer shall pay the Seller 1.50 percent of the unpaid balance due each month until paid in full. Such interest shall accrue from and including the date of the invoice. In addition to charging such interest, the Seller may cancel or reschedule delivery of the Goods, if the Buyer is in default of payments or any other material terms and conditions of these Terms.
4.Agreement and Security. The Buyer's Order and the Seller's acceptance of the Order shall create a binding contract and agreement to buy and sell the Goods. The Buyer hereby grants to the Seller a security interest in the Goods until the Buyer pays the entire purchase price for the Goods, at which time the security interest shall cease.
5.Acceptance of Goods and Replacement. The Buyer shall be deemed to have accepted the Goods no later than 24 hours after their delivery of the Goods to the Buyer or its designees. Any defects in material or workmanship shall be provided for under the warranty in Section. The Seller will offer replacement of any defective Goods or any Goods damaged during shipping, if a claim is made by the Buyer within 24 hours after receipt of the Goods by the Buyer; provided, that the Buyer gives the Seller sufficient and appropriate documentation regarding the damaged Goods.
6.Title and Risk of Loss. Risk of loss, damage, or destruction of the Goods shall transfer from the Seller to the Buyer upon delivery of the Goods. Any loss, damage or destruction of the Goods that may occur after such time shall not relieve the Buyer of its obligation to pay the Seller for the Goods.
7.Delivery. The Seller will substantially meet quoted delivery dates, which are estimated based upon conditions known at the time of quotation. The Seller shall not be liable for any delay in delivery. If the Seller experiences supply and material shortages or other manufacturing delays, the Seller may ship partial shipments of the Buyer's order and invoice the Buyer for those partial shipments. The Buyer may cancel, without each party incurring liability to the other, an order that is not delivered within 60 days of its quoted delivery date.
8.Limited Warranty. The Buyer is not relying on the Seller's skill or judgment to select the Goods for the Buyer's particular purposes. THE GOODS ARE SOLD AS IS. THE SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.Limitation of Liability. THE Seller shall in no event be liable for any consequential, incidental, indirect, special or punitive damages arising out of or relating in any way to the orders placed by the buyer or the goods sold by the seller, or any defect in or failure of, the Goods, including but not limited to, claims based upon loss of use, lost profits or revenue, interest, lost goodwill, environmental damage, increased expenses of operation, cost of replacement goods, or claims of THE Buyer or THE Buyer's customers OR DESIGNEES, whether or not based on contract, tort (including negligence and strict liability) or otherwise. TO THE EXTENT PERMITTED BY LAW, THE Seller's maximum liability under thESE TERMS shall not exceed the price PAID BY THE BUYER for the Goods upon which such liability is based and all such liability shall terminate no later than one year from the date of delivery of the Goods.
10.Applicable Law. These Terms shall be governed by the laws of the Anhui province,China.
11.Termination. Except as expressly provided in Section, the Buyer may cancel its order or extend the scheduled delivery only upon terms accepted in writing signed by the Seller. The Buyer either shall compensate the Seller for damages resulting from such cancellation, including, but not limited to, out-of-pocket costs, lost profit, and allocable overhead, or pay a restocking and cancellation fee of 30 percent of the purchase price, whichever is greater. The Seller may, at its option and without either incurring liability to the Buyer or prejudicing the Seller's rights to other available remedies, either cancel or reschedule the Buyer's order, if the Buyer either is in default of payment obligations to the Seller under this or any other agreement, or becomes insolvent, is the subject of bankruptcy proceedings, or ceases to do business. The Buyer's obligations under these Terms shall survive termination of any order.
12.Waiver. Failure by a party to insist on performance of any provision shall not be a waiver of the rights or remedies available in the event of a subsequent default by the other party.
13.Force Majeure. The Seller shall not be liable in any manner for failure to perform its obligations under these Terms, if caused by war, riot, fire, flood, volcano, earthquake, or any act of God or failure by any third-party, or by any acts of the Buyer or its customers or designees, or by delays in transportation, inability to obtain necessary labor or materials from usual sources, or other causes beyond the reasonable control of the Seller.
14.Limitation on Time. All claims of action by the Buyer against the Seller shall be filed against the Seller within one year from the date of the event(s) that gave rise to the claim(s) or be discharged and barred forever.
15.Entire Agreement. These Terms supersede all prior representations, warranties, demonstrations, discussions, advertisements, understandings, writings, and agreements between the parties, including without limitation, requests for quotations, printed purchase order terms and conditions and releases, with respect to the Goods.