13. SHIPPING ADVICE 装运通知
The Seller shall, within 48 hours after the shipment is effected, advise the Buyer by fax of the contract number, name of commodity, quantity, gross weight, invoiced value, name of the carrying vessel and the date of sailing.
14. DESPATCH AND DELIVERY 发运和交付
In case the goods cannot be despatched to their destination at the date scheduled therefor by reasons attributable to the Buyer and/or outside Seller’s reasonable control, the Seller shall be entitled to store the goods concerned at the Buyer' expense and risk. In such case the warehouse receipt(s) shall serve as substitute(s) for the shipping documents in all respects and the Buyer undertakes to reimburse within fourteen days of our first demand any and all additional expenses so incurred.
Any delay in the fulfilment of the above-mentioned conditions will oblige the Buyer to compensate the Seller for the additional costs resulting from the suspension of the execution of the Contract. In case such delay would exceed a period of three months the Seller is entitled to cancel the Contract without any penalty or liability towards the Buyer.
Philips will only be responsible for freight and Insurance from PMG to hospital, all charges happened during customs transference and clearance at airport or seaport will be born by I/E Corp., i.e. terminal handling charge, port service charge, storage charge, dispatch charge, container yard charge, demurrage charge, customs clearance charge, customs transference charge, container detention, documentation charge, inspection charge, etc.
飞利浦医疗大系统产品的交货方式为CIP HOSPITAL条款, 即成本+运费+保险到医院. 在此条款下, 飞利浦只负责产品从工厂到医院的运费和保险, 其中包括海运及内陆运输部分. 清关和转关过程中在空港或海港发生的费用, 包括转关手续费, 报关费, 报检费, 通道费, 仓储费, 换单费, 掏箱费, 转站费, 滞箱费, 集装箱修理费, 洗箱费, 押车费, 港杂费及分拨费等都由外贸公司承担.
15. GUARANTEE OF QUALITY 质量保证
The Seller shall guarantee that the Commodity hereof is made of the best materials with first class workmanship, brand new, unused, and corresponds to all respects with the quality, specifications and performance stipulated in this Contract.
16. WARRANTY 质量保证
The warranty period of the Contract Commodity supplied by the Seller shall be twelve (12) months counting from the date of Hand-over of the Contract Commodity to the End user; or fifteen (15) months from the date of landing at the port of destination, whichever comes first.
Seller’s obligations under this warranty are limited, at Seller’s option, to the repair or the replacement of the Commodity (or a portion thereof), or to a refund of a portion of the price paid by the Buyer.
The above states Seller’ entire obligation and liability, and the Buyer’s sole remedy in the event of a breach of Commodity warranty.
17. IMPORT DECLARATION CERTIFICATE 进口报关单
According to the PRC custom regulations, the import duty on service parts should be waived within the warranty period if the equipment was legally imported to China. The Buyer shall provide a copy of the following document to the Supplier within the stated time in order to obtain this waiver:
Import Declaration Certificate (within 2 weeks after the custom clearance);
Tax Exemption Certificate; or
· Receipt of Import Tax of the equipment (within 2 weeks after the custom clearance) and
· Receipt of VAT of the equipment (within 2 weeks after the custom clearance)
The free of charge replacement of defective parts during the warranty period provided by the Seller shall be void if the Buyer is unable to supply the aforesaid documents. All taxes on spare parts levied by the China Government shall be borne by the Buyer.
18. INSPECTION AND CLAIMS 检验和索赔
Unless otherwise specifically agreed hereto in writing by the Seller, the Seller shall inspect and test products to its specifications prior to delivery to the Buyer. The Buyer may, at its own expense, inspect and test the products supplied hereunder upon arrival at the Buyer’s facility.
Within 90 days after the arrival of the goods at destination, should the quality, specifications, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyer shall, on the strength of the Inspection Certificate issued by the Inspection Bureau, notify the Seller promptly in writing of any claim for damages or for compensation.
18.A LIMITATION OF LIABILITY
The liability, if any, of Seller and Seller’ representatives arising from this Contract is limited to an amount not exceeding the price of the Commodity giving rise to the liability.
18B. INDEMNIFICATION - Intellectual Property Rights Infringement claims
In case (a) a non-appealable judgment; or (b) the Commodity is believed by Seller to infringe such a claim, Seller may, at its option, (i) procure the right for the Buyer to continue to use the Commodity, (ii) replace or modify the Commodity to avoid infringement, or (iii) refund to the customer a reasonable portion of the Commodity purchase price upon the return of the original Commodity.
如果(a) 有不可上诉的判决; 或 (b)卖方相信商品侵犯知识产权，卖方可以，自行作出選择，(i) 为买方獲取权利继续使用商品，(ii) 替换或修改商品以避免侵权，或 (iii) 于退回商品时退还合理部分的商品价格。
The above states Seller’ entire obligation and liability, and the Buyer’s sole remedy in the event of a claim of infringement.
19. SETTLEMENT OF CLAIMS 理赔
In case of the Seller is liable for the discrepancies and a claim is made by the Buyer within the period of claim or quality guarantee period as stipulated in Clauses 15 to 18 of this Contract, the Seller shall settle the claim upon the agreement of the Buyer in the following ways.
a) Any complaints of erroneous despatch and/or apparent damage to the goods supplied shall be notified in writing giving the reason for the request to return the goods and the date and number of the Seller's invoice. If return of the goods is agreed upon by the Seller in writing by means of a return authorisation notice, the goods shall be forwarded in accordance with the Seller's instructions; all goods returned must be packed in their original packing.
b) Devaluate the goods according to the degree of inferiority, extent of damage and amount of losses suffered by the Buyer.
c) Replace the defective goods with new ones which conform to the specifications, quality and performance stipulated in this Contract.
No goods may be returned unless the Seller have previously agreed in writing to such return and the Buyer has fully observed any conditions the Seller have prescribed. Under no circumstances will the Seller accept the return of goods specially procured for the Buyer.
20. FORCE MAJEURE: 不可抗力
Should anything happen which prevents either Party from executing the Contract which could not be controlled, avoided and overcome, such as war, serious fire, typhoon, earthquake, floods and other cases, the concerned Party shall notify the other Party by fax or telex within the shortest possible time and send by registered airmail to the other Party a certificate issued by competent authorities for confirmation within fourteen (14) days following the occurrence of the case of force majeure.
The concerned Party shall not be responsible for any delay or failure in performing any or all of the obligations due to the event of force majeure. However, the concerned Party shall inform the other Party by telex or fax the termination or elimination of the cause of the force majeure as soon as possible.
The Parties shall proceed with their obligations immediately after the date when the case of force majeure has ceased or the effects have been removed and the term of the Contract shall be extended correspondingly. Should the effects of the force majeure mentioned above last more than one hundred and twenty (120) consecutive days, both Parties shall settle further execution of the Contract through friendly negotiations as soon as possible.
21. TERMINATION OF CONTRACT 合同终止
The Seller may terminate this Contract without prejudice to the Seller’s any other right or remedies in the event that:
1) The Buyer fails to pay money owing to the Seller in strict accordance with the terms set forth hereof or any other agreement entered into between the Buyer and the Seller; or
2) The Buyer becomes insolvent or be adjudged bankrupt or where a petition to wind up buyer is to be or has been presented; or
3) Where the Seller has agreed to supply the Buyer with goods on credit and the Buyer has exceeded that credit limit fixed by the Seller; or
4) The Buyer refuses to accept products delivered under the terms hereunder.
If the Buyer shall for any reason terminate this Contract in whole or in part, the notice of termination must be given in writing to the Seller. The Seller shall thereupon cease work and the Buyer shall pay the Seller the price provided in the Contract for all goods which have been manufactured, modified or ordered by the Seller prior to the termination and which conform to the provisions of the Contract. Such goods shall be delivered to the Buyer.
22. ARBITRATION 仲裁
Any dispute or claim arising from the execution of or in connection with this Agreement, including any question regarding its existence, validity, or termination shall be settled amicably through friendly negotiation. In case no settlement can be reached through negotiation within fifteen (15) days after written notification from one party to the other party of the existence of the dispute, such dispute or claim shall be referred to and finally settled by arbitration in Shanghai/ Shenzhen (“Arbitration”) in accordance with the Arbitration Rules of the China International Economic and Trade Arbitration Commission (“CIETAC Rules”) which rules are deemed to be incorporated by reference into this clause. The law applicable to the Arbitration shall be the laws of the People’s Republic of China. The arbitrators shall be appointed in accordance with the CIETAC Rules whereby each party shall appoint one arbitrator and the two arbitrators appointed as aforesaid shall appoint the chief arbitrator. The language to be used in the Arbitration proceeding shall be English.
23. BANKING CHARGES AND TAXES 银行费用和税赋
The Buyer shall pay all the banking charges incurred in China and all the taxes in connection with the implementation of this Contract levied by Chinese government according to the prevailing tax laws.
The Seller shall pay all the banking charges and taxes incurred outside China in connection with the implementation of this Contract.
24. OBSERVATION OF LAWS 遵守法律
The formation of this Contract, its validity, termination, interpretation, execution and settlement of any disputes arising thereunder shall be governed by the laws of People’s Republic of China.