1、Scope
These Sales Terms and Conditions (hereinafter referred to as "Terms") apply to all contracts, quotations, order confirmations, and deliveries of LVDT sensors and related products (hereinafter referred to as "Products") by ABEK SENSORS (hereinafter referred to as "Seller" or "we") to customers (hereinafter referred to as "Buyer").
1.1 By placing an order, making any payment, or accepting delivery of the Products, the Buyer is deemed to have unconditionally accepted these Terms. Any Buyer terms inconsistent with these Terms (including additional terms in purchase orders) shall not apply unless expressly agreed in writing by the Seller.
1.2 By placing an order, making any payment, or accepting delivery of the Products, the Buyer is deemed to have unconditionally accepted these Terms. Any Buyer terms inconsistent with these Terms (including additional terms in purchase orders) shall not apply unless expressly agreed in writing by the Seller.
2. Quotations and Orders
2.1 Seller's quotations are valid for 30 days from the date of issue, unless otherwise stated. Seller reserves the right to adjust quotations based on order quantity, exchange rate fluctuations, or raw material cost changes.
2.2 After the Buyer submits an order, the Seller will issue a written or electronic order confirmation. The contract between the parties is concluded upon the issuance of the order confirmation.
2.3 Any order changes or cancellations require the Seller's written consent. For orders that have entered production, the Buyer shall compensate the Seller for all costs incurred (including but not limited to raw material procurement, processing costs, and supplier cancellation fees).
3. Prices and Taxes
3.1 All quotations are denominated in RMB or other currencies agreed by the parties. Prices exclude any VAT, customs duties, excise taxes, or other governmental taxes or fees.
3.2 The Buyer shall bear all taxes and fees related to the Products, unless the Buyer provides a tax exemption certificate acceptable to the tax authorities. If, after issuance of a quotation, there are changes in national tax policies or significant exchange rate fluctuations (exceeding ±5%), the Seller has the right to adjust prices accordingly.
3.3 For customized Products, price terms shall be as specified in the order confirmation.
4. Payment Terms
4.1 The Buyer shall pay for the Products in accordance with the payment terms and amounts set forth in the order confirmation, by wire transfer (T/T) or other methods mutually agreed in writing.
4.2 Full Prepayment: For customized Products, first-time customers, or Buyers with unclear credit records, the Seller has the right to require 100% prepayment.
4.3 Deposit + Balance: Unless otherwise agreed in the order confirmation, the Buyer shall pay 30% of the total contract amount as a deposit within 3 business days after the contract is signed. The remaining 70% balance shall be paid before shipment or at another time mutually agreed (such as "within 7 days after the bill of lading date"). The Seller has the right to suspend shipment until all payments are received.
4.4 Wire Transfer Fees: The Buyer shall bear all remittance fees charged by its bank; the Seller shall bear the relevant fees charged by its receiving bank. Any shortfall caused by intermediary bank charges shall be borne by the Buyer.
4.5 After receiving full or partial payment, the Seller will issue a commercial invoice or tax invoice as requested by the Buyer. In the event of a discrepancy between the invoiced amount and the actual amount received, the actual amount received shall prevail.
4.6 The Buyer shall not withhold or offset any amounts due for any reason (including but not limited to product quality disputes or set-off claims).
5. Delivery, Risk Transfer, and Title
5.1 Unless otherwise agreed in the order confirmation, delivery shall be FCA (Incoterms® 2020) at the Seller's designated factory or warehouse.
5.2 Risk of loss or damage to the Products passes to the Buyer at the time the Products are delivered to the first carrier in accordance with the agreed delivery terms. Any damage or loss occurring during transit shall be borne by the Buyer, who may arrange insurance at its own expense.
5.3 Title to the Products remains with the Seller until full payment of all amounts due. Retention of title does not affect the transfer of risk as provided above.
5.4 Partial and early deliveries are permitted.
6. Product Safety Use Statement
6.1 The LVDT position sensors provided by the Seller are precision measuring instruments. The Buyer shall strictly follow the product manuals, technical documentation, and instruction guidelines provided by the Seller for installation, use, and maintenance.
6.2 The Buyer undertakes that it shall not:
- Use the Products beyond their designed specifications;
- Apply voltage, current, or mechanical loads exceeding rated range of the products;
- Use non-intrinsically safe sensors in flammable, explosive, or corrosive environments;
- Fail to ensure that the use of Products complies with local laws, regulations, and safety standards.
6.3 The Seller assumes no liability for any personal injury, property damage, or third-party claims arising from the Buyer's failure to comply with safety use requirements.
6.4 Without the Seller's written permission, the Buyer shall not disassemble, modify, or reverse engineer the Products.
7. Warranty, Replacement, and Returns
7.1 Warranty Period: The Seller warrants that the Products are free from material and workmanship defects for a period of 12 months from the date of delivery (or such other period as mutually agreed in writing).
7.2 Warranty Scope: During the warranty period, if a defect is confirmed by the Seller as a product quality issue, the Seller shall repair or replace the product free of charge. The warranty period for repaired or replaced products shall continue for the remaining period of the original warranty.
7.3 Warranty Limitations: The warranty does not apply in the following circumstances:
- Damage caused by improper use, installation, maintenance, or accident;
- Unauthorized disassembly, modification, or repair without Seller’s approval;
- Damage caused by force majeure (e.g., lightning, fire, flood);
- Normal wear and tear or aging;
- Failure to operate in accordance with the product manual.
7.4 Return/Exchange Procedure: If the Buyer wishes to return or exchange Products, the Buyer must first obtain the Seller's written authorization and return the Products in accordance with the Seller's shipping instructions. The Seller has the right to refuse returns made without authorization.
7.5 Unless the Products have a fundamental quality defect, no returns for change of mind are accepted.
8. Export Control and Trade Compliance
8.1 The Buyer agrees to comply with all applicable export control, trade sanctions, and customs laws and regulations, including but not limited to the Export Control Law of the People's Republic of China, the Customs Law of the People's Republic of China, and trade restriction measures under relevant resolutions of the United Nations Security Council.
8.2 The Buyer undertakes that it shall not, directly or indirectly, without the Seller's prior written consent and obtaining any necessary export licenses from relevant governmental authorities (if applicable):
- Export, re-export, transfer, or use the Products for any nuclear explosive, chemical weapon, biological weapon, or missile proliferation activities;
- Sell, transfer, or provide the Products to entities or individuals located in countries or regions subject to sanctions or embargoes imposed by the United Nations, China, or other relevant jurisdictions;
- Use the Products for any military end-use or deliver them to military end-users, if such use or user is prohibited or restricted under applicable law.
8.3 Upon the Seller's request, the Buyer shall promptly provide a statement of the end-user, end-use, and relevant supporting documentation for the Products. If the Buyer intends to transfer the Products to a third party, the Buyer shall ensure that such third party also complies with the obligations under this Article.
8.4 If the Buyer becomes aware or suspects that the Products may be used or transferred for purposes or to destinations in violation of this Article, the Buyer shall immediately notify the Seller in writing.
8.5 The Buyer is solely responsible for determining all licenses or authorizations required for the export, re-export, or transfer of the Products and shall bear all legal liabilities arising from any violation of this Article. The Buyer shall indemnify the Seller for all losses, fines, or reputational damages suffered by the Seller as a result of the Buyer's violation of this Article.
9. Limitation of Liability
9.1 To the maximum extent permitted by law, the Seller's total cumulative liability shall not exceed the total price paid by the Buyer for the relevant Product.
9.2 The Seller shall not be liable for:
- Any indirect, incidental, or punitive damages (including but not limited to loss of profits, production interruption, data loss, or goodwill damage);
- Third-party claims arising from product failure;
- Additional storage or transportation costs incurred as a result of the Buyer's delayed payment or refusal to accept delivery.
9.3 This limitation of liability shall survive the expiration of the warranty period and shall continue to apply after termination of these Terms.
10. Intellectual Property
10.1 All intellectual property rights related to the Products, including but not limited to patents, trademarks, copyrights, trade secrets, technical drawings, and software code (hereinafter referred to as "Intellectual Property"), are owned by the Seller or its licensors.
10.2 The sale of the Products does not constitute a transfer of any Intellectual Property rights. The Buyer only obtains the right to use the Products for their intended purpose and shall not:
- Copy, decompile, reverse engineer, or otherwise obtain the core technology of the Products;
- Remove, cover, or alter any Intellectual Property notices on the Products
- Use the Products for any purpose that infringes the Seller's Intellectual Property.
10.3 The Buyer warrants that any technical specifications, drawings, or other information provided to the Seller do not infringe any third-party Intellectual Property rights. If such infringement gives rise to a third-party claim, the Buyer shall indemnify the Seller for all losses.
11. Force Majeure
11.1 "Force Majeure" means any objective circumstance that is unforeseeable, unavoidable, and insurmountable, including but not limited to: war, riots, terrorist attacks, fire, flood, earthquake, typhoon and other natural disasters, governmental actions (such as export controls, tariff barriers), epidemics, pandemics, strikes, raw material supply interruptions, and power outages.
11.2 If a party is delayed or unable to perform its obligations due to Force Majeure, such party shall not be liable for breach of contract, provided that it promptly notifies the other party and provides supporting documentation. The time for performance shall be extended accordingly.
11.3 If Force Majeure continues for more than 60 days, either party has the right to terminate the contract by written notice to the other party without liability for compensation.
12. Breach of Contract
12.1 Seller's Delay: If the Seller delays delivery, the Seller shall pay liquidated damages to the Buyer equal to 0.5% of the price of the delayed Products per week of delay, provided that the cumulative liquidated damages shall not exceed 10% of the price of such delayed Products. Upon receipt of such liquidated damages, the Buyer shall not make any further claims for compensation in respect of such delay. If the Seller is unable to deliver the Products due to reasons attributable to the Seller, the Seller shall refund the full amount paid by the Buyer within 15 business days after confirming the inability to deliver.
12.2 Buyer's Delay: If the Buyer delays payment, the Buyer shall pay liquidated damages to the Seller equal to 0.05% of the overdue amount per day of delay, provided that the cumulative liquidated damages shall not exceed 10% of the overdue amount. If the Buyer's payment delay exceeds 60 days, the Seller has the right to unilaterally terminate the unfulfilled portion of the order, forfeit any prepayment received as partial compensation for the breach, and reserve the right to claim additional compensation for remaining losses.
12.3 If either party commits a fundamental breach (such as refusal to perform, or materially defective performance that is not remedied after a notice of default), the non-breaching party has the right to terminate the contract and claim damages from the breaching party.
13. Governing Law and Dispute Resolution
13.1 The interpretation, validity, and performance of these Terms shall be governed by the laws of the People's Republic of China (excluding its conflict of laws rules).
13.2 Any dispute arising out of or in connection with these Terms or any contract for the sale of Products shall first be resolved through friendly negotiations. If negotiations fail, either party has the right to submit the dispute to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its arbitration rules in effect at the time of applying for arbitration. The place of arbitration shall be Beijing. The arbitration award shall be final and binding on both parties.
13.3 For international sales, the parties may also agree to apply the United Nations Convention on Contracts for the International Sale of Goods (CISG), provided that matters not addressed by the CISG shall still be governed by the laws of the People's Republic of China.
14. Miscellaneous
14.1 The Seller's failure or delay in exercising any right under these Terms shall not constitute a waiver of such right.
14.2 If any part of these Terms is held to be invalid or unenforceable, the remaining parts shall remain in full force and effect.
14.3 The Seller reserves the right to amend these Terms at any time, and the amended Terms will be posted on the website. For orders accepted prior to the amendment, the previous version of the Terms shall apply.