Terms & Conditions
This Agreement contains the terms and conditions that apply to your purchase from the Cowin Global entities named on the invoice (“Cowin Global”) that will be provided to you (“Buyer”) on orders for Cowin Global’s products and services sold to you. These terms and conditions apply unless (i) the Buyer has signed a separate formal purchase agreement with Cowin Global, in which case the separate agreement shall govern; or (ii) other Cowin Global’s Standard Terms apply to the transaction.
1. Contract Formation. Buyer's order, communicated by any means, constitutes Buyer's acceptance of all Cowin Global’s terms and conditions of sale which are set forth on Cowin Global’s order acknowledgment, quotation form(s) or appear on Cowin Global’s web site ("Web Site"). Cowin Global’s acceptance, whether by acknowledgment or performance, is expressly made conditional on Buyer's assent to Cowin Global’s terms and conditions which assent is manifested by Buyer's order entry by whatever means used by Buyer. In the event Cowin Global’s Web Site, acknowledgment or quotation constitutes an offer, Buyer's acceptance is expressly limited to Cowin Global’s terms and conditions of sale which acceptance is manifest by order entry by whatever means used by Buyer. Cowin Global’s terms and conditions of sale take precedence over and supersede any conflicting, different, inconsistent or additional terms contained in any of Buyer's documentation or electronic transmissions, and any such conflicting, different, inconsistent or additional terms are hereby objected to and rejected by Cowin Global.
2. Shipments/Freight. All shipments are based on FOB Qingdao/China INCOTERMS unless otherwise noted, quoted or accepted by Cowin Global. Title and risk of loss shall pass to Buyer at the FOB point. All freight and transportation charges, customs duties and insurance, if any, shall be at Buyer's expense. Carriers are responsible for goods lost or damaged in transit and Buyer/consignee must immediately notify carrier in writing of such loss or damage. Bulk packaging is standard unless otherwise noted.
3. Delivery. Delivery lead times and shipment dates as specified by Cowin Global are approximate and subject to change without notice. Cowin Global assumes no liability whatsoever for loss or damage arising out of the failure to deliver orders or portions thereof on dates stated. Delay in delivery shall not give Buyer the right to cancel any order(s).
4. Pricing. Prices are subject to change without notice. With respect to pricing set forth in Cowin Global’s quotations, unless otherwise agreed in writing by or confirmed by electronic transmission from Cowin Global, prices quoted by Cowin Global will be adjusted to Cowin Global’s prices in effect at the time of shipment.
5. Payment. Terms of payment are net cash with order, except where credit is established, in which case terms are net 30 days from the actual date of invoice. Cowin Global reserves the right to require full or partial payment, or other security to secure performance of Buyer's obligations, before commencing or continuing work and/or prior to shipment of finished goods. Late payment may be subject to a finance charge of 1.5% per month on past due account balances, payable within 10 days of receipt by Buyer of notice of finance charge. Buyer shall be liable to Cowin Global for all attorney fees incurred by Cowin Global in connection with the collection of unpaid invoices. All payments to be made in U.S. Dollars unless otherwise specified.
6. Cancellation of Orders/Returns. Orders shall not be canceled or returned without Cowin Global’s prior written authorization. Shipments returned to Cowin Global without prior written authorization may be returned to Buyer, at Buyer's expense, plus an appropriate handling charge, as well as subject to the payment by Buyer of cancellation charges. For return authorization, contact your Cowin Global representative. In the event of unauthorized cancellation by Buyer, in whole or in part, Buyer shall be liable for payment of cancellation charges in the amount of all losses, costs, expenses and/or damages incurred or suffered by Cowin Global but in no event less than 10% of the order.
7. Reservation of Ownership. Cowin Global reserves its ownership right for products manufactured or sold by Cowin Global until all its claims resulting out of the business transaction with the Buyers have been paid for.
8. Warranty/Buyer's Remedies/Limitation of Liability. Cowin Global warrants that the products manufactured and sold by Cowin Global shall be in accordance with Cowin Global’s specifications and free from defects in material and workmanship for a period of one (1) year from the date of delivery to Buyer if used under normal circumstances and provided any defect(s) are not the result of: (i) assembly method; (ii) customer or third party abuse or misuse; (iii) failure to adhere to Cowin Global’s instructions; or (iv) wear or deterioration due to environmental conditions. Buyer shall give written notice to Cowin Global within 20 days of the discovery of any alleged defect within such one (1) year period, and any action shall be brought within one (1) year after such breach of warranty is or should have been discovered.
The above is the sole and exclusive warranty of Cowin Global; there are no other warranties, either expressed or implied, as to any matter whatsoever, including, and without limitation, the implied warranties of merchantability or fitness for particular purpose. The remedy of Buyer for any breach of warranty by Cowin Global shall be that Cowin Global shall provide, upon confirmation of the defective condition of the subject product, at no cost to Buyer, repair and maintenance service; in the event that the defective product cannot be repaired within an adequate time, Cowin Global shall provide a free replacement product for each defective product manufactured and sold by Cowin Global to Buyer, or at Buyer's choice, Buyer shall receive a credit toward a future purchase in an amount equal to the purchase price paid by Cowin Global for defective products. In no event shall Cowin Global be liable for consequential or indirect damages, or economic losses, loss of use, lost profits, down time or damages due to delay, whether by reason of breach of warranty, breach of contract, negligence, strict liability or otherwise.
9. Taxes. Buyer shall be liable for all sales, use, excise or other taxes associated with Buyer's order(s). Buyer shall provide, if applicable, a valid and correct tax exemption certificate applicable to the product destination location, in order to establish that any transaction is subject to sales or use tax exemption.
10. Quotations. In the event Cowin Global provides a quotation to Buyer, such quotation shall be expressly conditioned upon these terms and conditions and shall be valid for 30 days from the date of the quotation. Any quotation or response to a request designated as "preliminary" is provided as a convenience to the Buyer to be used as a guideline only. Such preliminary quotation or response and any information contained therein, including by way of example, pricing, delivery or quantities is not binding upon Cowin Global.
11. Product Design/Specification Changes/Technical Data Sheets. Cowin Global manufactures all its products solely in accordance with Cowin Global’s specifications. Cowin Global reserves the right to modify, revise and/or change product specifications and design dimensions at any time in Cowin Global’s discretion. In the event technical data sheets are provided to Buyer, information set forth on such technical data sheets is provided as general guidelines only, as conditions vary with each application and method of installation. Strength data given is for failure of the product or for sufficient deformation to make the product inoperable. No safety factor has been applied. Cowin Global recommends that Buyer request a product sample for testing to determine the suitability of the product for Buyer's intended purpose and application under actual service conditions. Cowin Global makes no warranties or guarantees with respect to technical data contained in technical data sheets, Cowin Global’s product documentation or literature if not specifically agreed otherwise.
12. Tooling. In the absence of separate tooling charges to Buyer, all tooling, including dies, molds, patterns, jigs and fixtures is the exclusive property of Cowin Global. Buyer will be charged set-up charges for other than standard stocked product. Additional charges for partial tooling shall be incurred for modifications of standard stocked and non-stocked product, as well as specially-designed custom products. Partial tooling consists solely of mold or tool inserts and does not include dies, fixtures, jigs or patterns. Partial tooling is retained and maintained by Cowin Global at Cowin Global’s facility for the exclusive use of Buyer. Cowin Global does not guarantee or make any warranties, express or implied, with respect to tool life. Other than expenses of normal maintenance, which shall be the liability of Cowin Global, replacement of tooling shall be at the sole cost and expense of Buyer. Buyer may incur additional tooling charges for any changes or modifications to product design requiring tooling modifications following prototype design specification approval by Buyer. In the event of order cancellation, Buyer shall be liable for the payment of all tooling charges incurred or committed by Cowin Global in addition to any other cancellation charges due in accordance with Paragraph 6 hereof.
13. Confidentiality. Each party shall maintain in confidence, and there shall be no disclosures to any third parties, of all information submitted prior to or after execution of this Agreement, whether in writing or discussed orally (but reduced to writing within 30 days thereafter) with the other with respect to the product design, its development and/or subject matter of this Agreement; provided, however, information in the public domain prior to any disclosure hereunder or which becomes part of the public domain through no fault of the recipient, information in the possession of either party prior to disclosure hereunder and not having been disclosed to the other by either party to this Agreement, information independently developed by either party and not the result of information disclosed pursuant to this Agreement, or information disclosed to either party by a third party having a lawful right to do so shall be excluded from the obligation of non-disclosure. No rights or license, by implication or otherwise, under any intellectual property rights, including but not limited to, patents, patent rights or trade secrets, is granted by either party to the other.
14. Force Majeure. Cowin Global shall not be liable for delays or failure to perform in the event of acts of God, labor disturbances, strikes, delay by carrier, material unavailability, fuel shortage, operation of law, civil unrest, war, act of government, judicial decree, judgment or order of court or administrative agency or other cause beyond the reasonable control of Cowin Global.
15. Governing Law. The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the country where Cowin Global is located and such Cowin Global entity should be the one that directly sells products and services to Buyer.
16. Miscellaneous. (a) Buyer's purchase of Cowin Global’s products hereunder pursuant solely to Cowin Global’s terms and conditions represents the entire agreement of the parties and supersedes any prior communications, whether verbal or written, including, but not limited to, product literature. No changes, revisions or amendments shall be valid or enforceable except as subject to agreement in writing signed by both parties. (b) In the event of a conflict or inconsistency between the Quotation form(s), Order Acknowledgment and this Terms and Conditions of Sale, such inconsistency shall be resolved by giving precedence in the following decreasing order: Order Acknowledgment, Quotation Form(s) and the Terms and Conditions of Sale. (c) Failure of Cowin Global to insist on strict performance of any term or condition shall not constitute a waiver. (d) Any remedies of Cowin Global set forth herein shall be cumulative and not exclusive and are in addition to any other remedies Cowin Global may have at law.