Clauses for order confirmation
-For valves
Version：2025
"Seller" means
Suzhou Fleu valve co., ltd
No.767 Huagang Road
Wujiang Economic Development Area
215200 Suzhou/China
"Buyer" means the person, firm, company or organization that buys or has agreed to buy the Products from the Seller.
"Products" means any goods (including any installment thereof or any parts for such goods) that the Seller is to supply to the Buyer in accordance with the Clauses for Order Confirmation (as defined below).
"Price" means the price of the Products specified in the Order Confirmation.
"Order confirmation" means the agreement between the Seller and the Buyer for the sale and purchase of the Products (including any of the Buyer's Purchase Orders).
"Clauses for order confirmation" means the standard terms and conditions of sale set out in this document, which shall be deemed to form part of the Order Confirmation and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
These Clauses for Order Confirmation shall apply preferentially and replace any other terms proposed by the Buyer or the Seller, unless such terms and conditions have been expressly agreed in writing between the Buyer and the Seller.
The Buyer shall issue its Purchase Order for the Products on its standard order form, clearly stating the Buyer’s Purchase Order Number, Product Drawing Number(s) and Product Reference Number for each item. The Order shall be concluded and become effective only upon the Buyer’s receipt of the Order Confirmation from the Seller.
4.1 Purchase Order/Order Confirmation/Delivery Date.
The Buyer shall issue its Purchase Order in written form (including hard copy, fax, or email), clearly stating the quantity of the Products. Likewise, the Seller shall confirm the Order only in written form (including hard copy, fax, or email), clearly specifying the quantity of the Products and the Delivery Date.
4.2 The aforementioned Delivery Date refers to the arrival date at Hamburg (for sea freight), Frankfurt (for air freight), or the destinations specified in the Order Confirmation or Purchase Order, with a maximum advance of 15 working days. For shipments under FOB terms, the Delivery Time refers to the aforementioned time period starting from the port of shipment in China. A quantity tolerance of -5% to +10% shall be allowed for each shipment, unless otherwise specified in writing in the Purchase Order or Order Confirmation.
4.3 If the Delivery Date is to be delayed, the Seller shall promptly notify the Buyer via written notice (email or fax) to enable the Buyer to make relevant arrangements in a timely manner. Every Monday, the Seller shall send the Open Order List to the Buyer and mark any abnormal items (e.g., delayed delivery, quantity shortfall) in red boldface.
4.4 The Seller shall not be liable hereunder for any additional airfreight or express fee arising from delayed delivery, quality claims, or supplementary delivery for shortfalls caused by quality issues or other reasons attributable to the Seller.
In addition to the applicable standards for the Products, the detailed Technical Requirements shall be clearly stated in the Purchase Order and Product Drawings. Only the latest version of the Buyer’s Product Drawings shall be used for the Seller’s production. Where possible, the Buyer shall provide the Seller with the Inspection Guide.
The Price shall be denominated in EUR, USD, or RMB, as specified in the mutually agreed price list or Order Confirmation. The Price shall be exclusive of any applicable taxes, duties, or transportation costs unless otherwise explicitly state.
Ø The products shall not be damaged due to inadequate packing during transportation, and the packaging itself shall not be damaged either;
Ø The products shall be protected against corrosion and rust;
Ø The products shall be stored in dry areas;
Ø During transportation, the products shall be protected from humidity.
The Buyer shall submit any quality discrepancy or claim concerning valve leakage or valve body defects in writing within 18 months from the issuance date of the product's bill of lading.
All other quality discrepancies or claims, including those related to visual surface quality, casting quality, dimensions, material quality (note: minor discrepancies in chemical analysis between molten steel and cast parts shall be acceptable; mechanical properties such as tensile strength, yield strength, elongation, and impact strength shall be tested on separately cast test bars unless otherwise specified in writing in the order), X-ray inspection quality, and surface crack inspection quality, shall be submitted in writing by the Buyer within 9 weeks from the issuance date of the product's bill of lading. The Seller shall keep other separately cast test bars in storage for rechecking by the Buyer.
Any discrepancy or claim submitted beyond the aforementioned time periods shall not be accepted by the Buyer.
The following provisions shall apply:
If defective valves account for ≤ 2% of the shipment, no formal findings are required. If the Buyer requests the Seller to bear the incurred repair fees, sorting fees, or other related charges, the Buyer must obtain the Seller's written permission prior to carrying out repairs or sorting. This clause shall apply solely to batch shipments.
If defective valves account for >2% of the shipment, formal findings must be provided. If the Buyer requests the Seller to bear the incurred repair fees, sorting fees, or other related charges, the Buyer must obtain the Seller's written permission prior to carrying out repairs or sorting. This clause shall apply solely to batch shipments.
The Buyer agrees to bear the repair and sorting fees for defective products from sample shipments and zero-batch shipments.
The Buyer shall not return or scrap any defective products without the Seller's prior written authorization, and all returned products shall be appropriately packed for transportation.
Claims shall be calculated on a per-piece basis and shall not exceed the Seller's selling price of the product itself.
The Seller shall not be liable for any extended or additional compensation arising from product quality issues or this sales confirmation..
For example, in the case of valves, costs incurred from dismantling and replacing valves due to leakage after installation in pipelines, losses caused by production shutdowns, etc., shall not be borne by the Seller.
Any request for cancellation or rescheduling must be made in writing, clearly stating the nature of the request and detailed reasons therefor.
Cancellation requests shall not be accepted if made within 60 days prior to the scheduled delivery date. For requests made outside this 60-day period, the Seller reserves the right to refuse such cancellation. Notwithstanding the foregoing, the Buyer may cancel the order if the ordered Products have not yet entered the production process.
The Seller reserves the right to refuse any request for rescheduling.
If a cancellation or rescheduling request is accepted, the Seller reserves the right to invoice the Buyer for costs and losses arising from such cancellation or rescheduling, with the total amount not exceeding the Price of the Products.
Payment for molds and samples:
50% of the amount shall be paid upon order confirmation, and the remaining 50% shall be paid within 15 days after the samples are approved.
a) If the samples are rejected by the Buyer, the Buyer shall not be obligated to pay for the samples and molds, provided that the Buyer submits the inspection reports for the rejected samples within 15 days of receiving the samples. The Seller shall provide new samples. If the new samples are qualified, the Buyer shall pay the sample fee and the remaining 50% of the mold fee via T/T within 15 days of receiving the new samples.
b) If the Seller does not receive any inspection report from the Buyer within 15 days of the Buyer’s receipt of the samples, the Buyer shall pay the sample fee and the remaining 50% of the mold fee.
Payment for batch deliveries:
Irrevocable L/C, D/P sight is the standard for international business. The seller make the payment terms as 15 days after receiving of the goods (not later than 45 Days after B/L Date) by T/T net only under following precondition:
For T/T payments, the customer shall make the payment first, even if the goods are unqualified. Subsequently, the customer and the Supplier may negotiate the repair or return of the goods: any agreed repair costs shall be deducted by the Supplier from the next delivery. If the goods must be returned, the Supplier shall first deliver new qualified goods to the customer free of charge, after which the customer may return the defective goods.
This requirement is to comply with the verification regulations of China’s State Administration of Foreign Exchange and the provisions related to value-added tax refunds. T/T payment terms shall only apply to credible companies that acknowledge this precondition and have no history of delayed payments.
Title to the Products shall not pass to the Buyer until the Buyer has fully paid the Price of the Products and any additional costs incurred.
Neither party shall be liable for the failure or delay to perform all or any part of this Agreement due to flood, fire, earthquake, drought, war, or any other event that cannot be predicted, controlled, avoided, or overcome by the affected party. However, the party affected by the Force Majeure event shall promptly notify the other party in writing of the occurrence of such event, and thereafter shall send a certificate of the event (issued by the relevant authority) to the other party within 15 days of the event’s occurrence.
All disputes arising from the performance of this Agreement shall be settled through friendly consultation. If no settlement can be reached, the disputed matter shall be submitted to the Shanghai Sub-Commission of the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade (CCPIT) for arbitration in accordance with its Provisional Rules of Procedure. The arbitral award made by this Commission shall be final and binding on both parties. Arbitration fees shall be borne by the losing party, unless otherwise specified in the arbitral award.
If any individual provision of these Clauses for Order Confirmation is determined to be fully or partially invalid or unenforceable, all other provisions of these Clauses for Order Confirmation shall remain valid and binding.
These Clauses for Order Confirmation shall take effect upon the effectiveness of the Order Confirmation. Any notice of termination of these Clauses for Order Confirmation shall be made in writing and shall be given at least 6 months in advance.
This new version (Version 2025) of the Sales Confirmation shall be valid from January 1, 2025 (01.01.2025).
Suzhou Fleu valve co., ltd
01.01.2025
Specializes in the development of innovative designs, engineering excellence, and produces according to DIN EN ANSI GOST GB Standards.
Suzhou Fleu Valve Co., Ltd
No.767 Huagang Road
Wujiang Economic Devel. Area
215200 Suzhou/China
苏州市吴江经济开发区花港路767号
+ 86 512 6343 7689
szsales@fleu-valve.com
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