Terms & Conditions
1. Definitions
- Buyer: Any person, firm, or company purchasing or ordering goods from Guangzhou Kyotechs Machinery Co., Ltd. For simplicity, Kyotechs will be used as an abbreviation throughout.
2. Scope
a) These Conditions apply to all contracts, agreements, or transactions between Kyotechs and the Buyer. They prevail over any conditions contained or referred to in any documents from the Buyer, and any conflicting provisions are excluded.
b) These Conditions, together with any Kyotechs sales or delivery confirmations, advice notes, and invoices, represent the complete agreement between Kyotechs and the Buyer. No further liability or obligations can be accepted on behalf of Kyotechs, unless agreed upon in writing by the Chief Executive or authorized representative.
3. Price
a) The price will be stated on the invoice provided to the Buyer by Kyotechs, or, in the case of cash sales, in the Sales or Advice Note. Unless otherwise stated, Value Added Tax (VAT) is not included and will be added.
b) Kyotechs reserves the right to revise prices to account for fluctuations in exchange rates, increased taxes, duties, levies, clerical errors, or increased costs of raw materials, shipping, labor, fuel, and insurance.
c) Kyotechs‘s quotations are invitations for the Buyer to place orders and are subject to continuation upon receipt of the Buyer’s order.
4. Payment
a) Payment is due in full within 30 days of receiving the invoice, unless otherwise agreed in writing.
b) Kyotechs reserves the right to suspend or stop deliveries and restrict credit provisions if any payment becomes overdue or if Kyotechs has reason to believe the Buyer is unable or unwilling to pay.
5. Quantities
a) All quantities, specifications, and correspondence with the Buyer are subject to reasonable commercial variations. Kyotechs accepts no responsibility for variations within these tolerances.
6. Special Orders
a) Kyotechs may manufacture or treat goods according to the Buyer’s drawings, designs, specifications, or instructions. The Buyer is fully responsible for the accuracy of these materials and indemnifies Kyotechs against any liability arising from complying with them.
7. Delivery
a) For goods sold on a collect basis, delivery occurs as soon as the goods are loaded onto the Buyer’s vehicle.
b) When Kyotechs agrees to deliver goods, delivery occurs once the goods are unloaded.
c) Kyotechs may deliver the goods in multiple instalments, each treated as a separate contract. A failure to make one delivery or part-delivery does not entitle the Buyer to reject the remaining goods.
d) Delivery dates and times quoted by Kyotechs are estimates and are not binding.
8. Delivery: EXPORT
a) “Incoterms” refers to the international rules for interpreting trade terms as set by the International Chamber of Commerce (ICC). Any term defined by Incoterms shall have the same meaning in these Conditions, but if there is a conflict between Incoterms and these Conditions, the latter shall prevail.
b) For exports from China, these export provisions apply, unless agreed otherwise in writing.
c) The Buyer is responsible for complying with any legislation or regulations relating to the products in the country of destination, including the payment of taxes and duties.
e) The Buyer is responsible for arranging product inspection on delivery. Kyotechs is not liable for any claims regarding defects that would be apparent upon reasonable inspection at the time of delivery.
9. Risk & Title
a) Risk passes to the Buyer upon delivery.
b) The property of the goods does not pass to the Buyer until the full price is paid. Kyotechs may transfer property in writing at any time before payment is made.
c) Until the full price is paid, the Buyer must store the goods in such a way that they can be identified as the property of Kyotechs. The Buyer agrees that Kyotechs representatives may enter the Buyer’s premises to reclaim the goods if necessary.
10. Defects
a) Kyotechs‘s warranty obligations are limited to repair, replacement on an exchange basis, or refunding the cost of defective goods or parts, at Kyotechs‘s discretion.
b) The above warranty excludes all other implied warranties or conditions, including fitness for purpose or merchantability.
c) Notice of any defect or shortfall must be made in writing to Kyotechs within 3 days of discovery. The goods must be made available for inspection. Failure to do so will bar any claims. Kyotechs is not liable if goods cannot be identified or if bulk is broken before settlement.
d) Kyotechs is not liable for defects caused by incorrect handling, installation, storage, treatment, use, or normal wear and tear.
11. Liability
a) Kyotechs’s total liability in contract, tort, or otherwise is limited to the invoice price of the goods in question.
b) If goods are to be manufactured, treated, or installed by Kyotechs, the company may sub-contract these operations to a third party, who will carry out such work on their own standard terms and conditions.
12. Force Majeure
Kyotechs will not be liable for failure or delay in fulfilling any obligations due to circumstances beyond its control, including but not limited to natural disasters, strikes, or supply chain disruptions.
13. Statute
If any provision of these Conditions is found to be void under the Unfair Contract Terms Act 1977, it shall not apply to a person dealing as a consumer.
14. Waiver
The rights of Kyotechs are not prejudiced by any indulgence or forbearance extended to the Buyer. Waiving any breach does not waive subsequent breaches.
15. Severance
If any part of these Conditions is found to be invalid, it shall be deemed omitted without affecting the rest of the Conditions.
16. Law & Jurisdiction
These Conditions and all agreements between Kyotechs and the Buyer shall be governed by and construed in accordance with Chinese law, and any disputes shall be subject to the exclusive jurisdiction of the Chinese Courts.