Terms and Conditions

1. Scope and Application

• These Terms apply to all offers, quotations, orders, and contracts for the sale of automotive parts (OEM/ODM manufacturing, ISO/TS 16949 certified) to Buyers in Russia, North Africa, the Middle East, and other regions.
• Buyer warrants that it is a commercial entity and not a consumer. Consumer protection laws do not apply.
• Buyer is responsible for compliance with all import regulations, sanctions, export controls, tariffs, and local standards in its jurisdiction (including Russian EAC certification, GCC standards for Middle East, and North African import rules).
• Seller complies with all applicable Chinese export laws and international sanctions but makes no representation regarding Buyer's re-export or end-use compliance.
• Minimum Order Quantity (MOQ): Flexible, subject to product specifications (typically 100 units per item); lower quantities may incur surcharges.

2. Orders and Contract Formation

• Quotations are valid for 30 days unless stated otherwise. Orders become binding only upon Seller's written confirmation (Proforma Invoice or email).
• OEM/ODM orders: Buyer provides specifications; Seller offers full manufacturing/design capabilities. Intellectual property in custom designs belongs to Buyer; Seller signs NDA and maintains confidentiality for 5 years post-contract.
• Prices: Quoted in USD, FOB Shanghai/Ningbo Port (Incoterms 2020), excluding taxes, duties, or tariffs. Prices subject to change with 30 days' notice due to material costs or currency fluctuations.
• Orders are non-cancellable after confirmation except with Seller's written consent (subject to 20% cancellation fee).

3. Payment Terms

• Standard: 30% T/T advance, 70% against copy of Bill of Lading. Large orders may require irrevocable Letter of Credit (L/C).
• Overdue payments accrue interest at 1.5% per month. Seller may suspend deliveries or cancel orders for overdue payments exceeding 30 days.
• All bank charges outside China are for Buyer's account.

4. Delivery and Shipping

• Incoterms 2020 apply: Default FOB Chinese port; CIF/DDP available at extra cost.
• Delivery times are estimates; delays due to Force Majeure (including pandemics, customs delays, geopolitical events, sanctions, or supply chain disruptions) are excused.
• Risk transfers upon loading (FOB) or as per agreed Incoterms. Buyer handles import clearance, duties, and local compliance.
• Packaging: Export-standard; special requirements at extra cost.

5. Inspection, Returns, and Warranty

• Buyer must inspect goods within 7 days of receipt (AQL 2.5 standard). Claims require photos/report and Return Authorization (RA#).
• Returns accepted only for manufacturing defects; freight at Buyer's expense; no returns for custom/OEM items.
• Warranty: 12 months from Bill of Lading date for parts replacement only (no labor, installation, or consequential damages). Excludes misuse, modification, or improper installation.
• Third-party inspection (e.g., SGS) available at Buyer's cost.

6. Intellectual Property and Confidentiality

• Custom OEM/ODM IP belongs to Buyer; Seller will not disclose or use for third parties.
• Website content and trademarks are Seller's property.

7. Limitation of Liability

• Seller's total liability shall not exceed the order value. No liability for indirect, consequential, or punitive damages (including lost profits or vehicle downtime).
• Products meet applicable Chinese and international standards (e.g., ECE, REACH); Buyer responsible for final application safety and compliance.

8. Export Compliance and Sanctions

• Buyer warrants compliance with all applicable sanctions, export controls, and anti-corruption laws (including US OFAC, EU, Russian, and Chinese regulations).
• Seller reserves the right to refuse or cancel orders if compliance risks arise.

9. Governing Law and Dispute Resolution

• Governed by the laws of the People's Republic of China (excluding CISG).
• Disputes: Amicable negotiation first; failing that, arbitration at Hong Kong International Arbitration Centre (HKIAC) under UNCITRAL rules, in English, seat Hong Kong. Award final and binding.

10. Miscellaneous

• These Terms may be updated; continued use constitutes acceptance.
• Contact: info@samaeglobal.com

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