TERMS AND CONDITIONS

These 条款 and 条件 apply to all sales transactions with W.W. 国外正规买球app Company, 有限责任公司, including quotations, 采购订单, 服务订单, 销售订单, or similar documents:

1. 独家条款. These 条款 and 条件 and the applicable quotation, 采购订单, 服务订单, sales order or similar document constitute the complete, exclusive and final agreement (collectively, “协议”) of the buyer (“买家)和W.W. 国外正规买球app Company, 有限责任公司 (“国外正规买球app“).  All other additional or conflicting terms or conditions which may now or in the future appear on 买家’s acknowledgment, 采购订单, or other similar document are expressly objected to by 国外正规买球app without future notification and shall be null and void.  These 条款 and 条件 may only be modified, superseded or altered in writing signed by both parties.  买家’s acceptance of any performance by 国外正规买球app shall be taken as 买家’s acceptance of these 条款 and 条件.
2. 价格.  价格 are subject to change or withdrawal without notice.  Unless otherwise stated in the 协议, prices may be adjusted to and invoiced at 国外正规买球app’s price list in effect at the time of the shipment of goods or furnishing of the services. Unless otherwise stated in the 协议, prices are exclusive of applicable taxes, 首次将, 职责, quotation fees or other governmental impositions which 国外正规买球app may be required to pay or collect on behalf of 买家.
3. Payment 条款; Security Interest. Extensions of credit by 国外正规买球app are subject to credit approval by 国外正规买球app in its sole discretion, which may be modified or revoked by 国外正规买球app at any time.  Unless otherwise stated in the 协议, payment shall be due and payable in full and without setoff within 15 days following delivery of the goods or completion of the services.  Any payment not made when due shall be subject to a carrying charge of one and one-half percent (1 ½%) per month on the unpaid balance until paid in full.  买家 expressly grants to 国外正规买球app a security interest in any goods, or a mechanic’s or garage keeper’s lien, 是适用的, in respect of any services, to secure payment of the purchase price 因此 and any other amounts or charges owed by 买家 to 国外正规买球app.  买家 authorizes 国外正规买球app (but 国外正规买球app is not obligated) to file a financing statement or take such action as 国外正规买球app deems advisable to evidence and perfect its security interest.
4. Delivery; Force Majeure. Unless otherwise stated in the 协议, delivery of the goods, and services, 如果有任何, shall be F.O.B. point of shipment. Any delivery date specified is approximate only. Acceptance of shipment by a common carrier shall constitute tender of delivery. Upon tender of delivery, risk of 损失 shall pass to 买家.  Title shall pass to 买家 when the full price has been paid. Partial shipments may be made and payments, 因此, shall become due in accordance with the terms hereof as shipments are made and invoices rendered.  If 国外正规买球app is not able to meet the delivery date specified by reason of any force majeure event beyond 国外正规买球app’s control, including (but not limited to) war, governmental requests, restrictions or regulations, 火, 洪水, 伤亡, 事故, or other acts of God, disease or illness, including but not limited to epidemic, 流感大流行, 或检疫, national or state declared emergency, strikes or other difficulties with employees, 供应商延迟, delay or inability to obtain goods, 劳动, 设备, 材料, and service through 国外正规买球app’s usual sources, 失败, refusal or delay of any carrier to transport 材料s, or any other similar event, 国外正规买球app shall not be liable therefor and may, in its discretion without prior notice to 买家, postpone the delivery date(s) under this 协议 for a time which is reasonable under all the circumstances.  Acceptance of the goods or services shall constitute a waiver of all claims for damages.
5. Standard Limited Warranty; Limitations of Liability. The 国外正规买球app Standard Limited Warranty and the limitations of 责任 contained therein, 附加为 表现出一种 hereto, shall apply to the purchase and sale of goods and services under this 协议.
6. 赔偿.  买家 shall indemnify, 捍卫, and hold harmless 国外正规买球app, 其董事, 军官, employees and their respective affiliates against any claim, 需求, 投诉, 责任, 损失, 成本, damage and/or expense (including attorneys’ fees, 成本s and expenses of litigation and settlements) arising out of or as a result of (i) 买家’s (or any other party’s) use of the goods or 设备 sold or serviced by 国外正规买球app; and (ii) 买家’s negligence or willful misconduct, except to the extent, 无论哪种情况, caused by the negligence or willful misconduct of 国外正规买球app.
7. 索赔.  Unless otherwise stated in the 协议, claims respecting the condition of goods, compliance with specifications, or any other matter affecting goods shipped or services provided to 买家, must be made promptly and in no event later than twenty (20) days after receipt of the goods by 买家 or the furnishing of the services by 国外正规买球app. Failure of 买家 to make a claim within such 20-day period shall be deemed an unqualified acceptance of the goods or services by 买家. 买家 shall set aside, 保护, and hold such goods (without charge to 国外正规买球app) without further processing until 国外正规买球app has an opportunity to inspect and advise of the disposition, 如果有任何, to be made of such goods. In no event shall any goods be returned, 修改了, or scrapped by 买家 without the express written authorization of 国外正规买球app.
8. Default and 国外正规买球app’s Remedies. If 买家 fails to make timely payment on any sale of goods or services from 国外正规买球app to 买家, 国外正规买球app, in addition to any other remedies available to it, may at its option, (a) defer further shipment or services until such payments are made and satisfactory credit arrangements are reestablished or (b) cancel the balance of any order, and 买家 shall not have any cause of action or be entitled to any offset, 反诉, or recoupment against 国外正规买球app by reason of such action.  In the event of 买家’s default, 国外正规买球app may exercise any and all remedies set forth in this 协议, any other agreement between the parties, and applicable law, all of which rights and remedies are cumulative.
9. Collection Costs and Attorney Fees. 买家 agrees to pay all of 国外正规买球app’s 成本s and expenses incurred in collecting payments due from 买家 (including without limitation reasonable attorney fees and 成本s and expenses of any collection agency).
10. 退货政策. Returns must be accompanied by this invoice and in the original, unopened box or packaging.  A 15% restocking charge will be applied to all returned items.  No returns on electrical items.  No returns on special order items.  No returns after 30 days from invoice date.
11. Technical Assistance. Unless otherwise stated in the 协议: (a) any technical advice provided by 国外正规买球app with respect  to the use of goods or services furnished to 买家 shall be provided as a courtesy without charge and without warranty; (b) 国外正规买球app assumes no obligation and disclaims all 责任 for any such advice or for any results occurring as a result of the application of such advice; and (c) 买家 shall have sole responsibility for selection and specification of the goods and services appropriate for the end use of such goods or services.
12. 杂项. 本协议 will be governed by the laws of the State of 俄亥俄州. The exclusive venue for any dispute related to this 协议 shall be the federal and state courts located in Columbus, 俄亥俄州.  If any of the provisions hereof shall be held invalid, illegal or unenforceable, 的有效性, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The individual rights and remedies of 国外正规买球app reserved herein shall be cumulative and additional to any other or further remedies provided in law or equity. Waiver by 国外正规买球app of performance or inaction with respect to 买家’s breach of any provision hereof, or 失败 of 国外正规买球app to enforce any provision hereof which may establish a defense or limitation of 责任, shall not be deemed a waiver of future compliance therewith or a course of performance modifying such provision, and such provision shall remain in full force and effect as written.
13. Entire 协议. 本协议, including without limitation the 条款 and 条件 and any other document incorporated herein by reference, constitutes the sole and entire agreement between 买家 and 国外正规买球app with respect to any order or sale of goods or furnishing of services to 买家, superseding completely any prior or contemporaneous oral or written communications.