Tianjin Feiyun strives to provide customers with high-level, attentive service. The following contract terms and conditions detail the rights and obligations of both parties.
1. General Provisions
1.1 Scope of Application:
These General Terms and Conditions of Sale (hereinafter referred to as the “Terms & Conditions”) of Tianjin Feiyun Powder Equipment Co., Ltd. (Unified Social Credit Code: 911201105897505086, hereinafter referred to as “Tianjin Feiyun” or the “Seller”) apply to all sales transactions concluded between Tianjin Feiyun and any individual, buyer, distributor, system integrator, enterprise, or other entity purchasing its products (hereinafter referred to as the “Products”) (hereinafter referred to as the “Buyer”).
1.2 Agreement Composition:
These Terms & Conditions, together with the order confirmed and accepted by the Seller, constitute the complete and binding agreement between the parties concerning the supply/sale of Products, goods, or services and all related work to be performed by the Seller. This agreement supersedes all previous written and oral understandings, agreements, negotiations, and communications between the parties.
2. Orders
2.1 Order Submission and Confirmation Process:
The Buyer shall submit a purchase order formally signed by its authorized procurement representative, which constitutes an offer by the Buyer to purchase Products from the Seller. All orders submitted by the Buyer to the Seller (including orders based on the Seller’s quotation) shall become effective only after receiving written confirmation and approval from the Seller’s authorized sales representative and after receipt of the advance payment. The order shall include the following information:
(i) Order number, to facilitate order tracking and management by both parties;
(ii) Detailed delivery address to ensure accurate delivery of goods;
(iii) All information necessary to meet current export requirements, if export business is involved (if applicable).
2.2 Order Change and Cancellation Provisions:
If the Buyer needs to terminate or partially cancel an order already accepted by the Seller for any reason, it must obtain prior written approval from the Seller. Furthermore, the Buyer unconditionally agrees to fully compensate the Seller for all losses and costs arising from such termination or cancellation, including but not limited to loss of expected profit, costs of materials already invested, and additional costs incurred due to order adjustments.
2.3 Emphasis on Independence of Terms:
The Seller’s acknowledgment of receipt of the Buyer’s order, or receipt of payment for the order (including signing and returning a copy of the acknowledgment to the Buyer, if applicable), does not constitute the Seller’s acceptance of any additional terms and conditions proposed by the Buyer, nor does it indicate the Seller’s agreement to modify or amend these Terms and Conditions of Sale in any form.
3. Goods
The specific name, specifications, and quantity of the Goods shall be as stipulated in the Goods Sales Contract signed by both parties or the formal purchase order. The quality standards of the Goods shall strictly adhere to the relevant product technical standards and parameter requirements implemented by the Seller. The packaging form of the Goods shall be as per the packaging state at the time of the Seller’s ex-factory or dispatch. The Buyer shall acknowledge and accept this packaging form unless otherwise agreed in writing by both parties.
4. Price of Goods
4.1 The price of the Goods shall be clearly agreed upon by both parties at the time of contract signing or order confirmation.
4.2 Both parties shall implement the agreed price for the Goods. During contract performance, if adjustments to the Goods price are necessary due to changes in costs, market factors, etc., the parties may negotiate and agree separately. However, any price adjustment must be confirmed in writing by both parties and a relevant supplementary agreement signed.
4.3 The agreed price for the Goods is a tax-inclusive price, including Value-Added Tax (VAT).
5. Delivery of Goods and Transfer of Risk
5.1 The delivery location for the Goods is set as the Seller’s place of business or the Seller’s designated warehouse. The Buyer shall arrange personnel to pick up the Goods at the Seller’s designated location promptly after receiving notification from the Seller.
5.2 The Buyer may pick up the Goods itself or designate a legal recipient to pick up the Goods from the Seller. The pick-up person must present valid identification documents at the time of pick-up. The Buyer shall promptly notify the Seller in writing, at the address and by the method agreed in this contract, of the relevant information of the pick-up person and the pick-up plan before pick-up.
5.3 When the Goods are delivered to the Buyer or the Buyer’s employee, agent, designated consignee or pick-up person, transportation company, or courier company at the Seller’s warehouse or other agreed delivery location, and the Seller has completed the delivery procedures and actually handed over the Goods to the pick-up person or carrier (Trade Term: CPT), the title to and risk of the Goods shall immediately transfer to the Buyer.
5.4 The Seller shall issue the VAT special invoice for the Goods upon dispatch and delivery to the pick-up person or carrier and send it to the Buyer.
5.5 The Buyer’s quality inspection of the Goods shall be conducted immediately upon receipt. Any issues discovered should be raised with the Seller on the spot and promptly notified to the Seller in writing. The Buyer may refuse to accept or partially refuse to accept Goods with the aforementioned issues on the spot. For Goods that do not affect use, the Buyer may accept them after notifying the Seller, so that the Seller is aware of the situation and can improve its service. If the Buyer does not raise a written objection regarding the aforementioned issues within 10 days after receiving the Goods, it shall be deemed that the delivered Goods conform to the agreement and have been accepted by the Buyer.
5.6 Other quality issues discovered during use or within a period after delivery to the Buyer may be handled according to the relevant provisions of the warranty clause in Article 9 of this contract.
6. Agreed Delivery Period:
6.1 Tianjin Feiyun will dispatch goods according to the Seller’s goods delivery policy. The Buyer and Seller shall determine the delivery period based on the actual delivery cycle of the Goods. The delivery period may be extended accordingly based on the time the Seller receives the Buyer’s advance payment.
6.2 The Seller shall make its best efforts to meet the Buyer’s delivery expectations and deliver promptly.
6.3 The Buyer shall provide the Seller with specific consignee and address information at the time of contract signing or order confirmation, including:
Consignee Contact Name:
Consignee Contact Phone:
Consignee Contact Email:
Delivery Address:
7. Payment for Goods
7.1 Payment Method and Schedule
For existing agents and partners with good credit standing, payment is due within 30 days after the Seller issues the invoice. For new customers, the Seller has the right, at its sole discretion, to apply special payment terms for certain orders (e.g., high-value orders), such as payment in advance or payment upon delivery. For any such special payment terms, the Seller shall negotiate/communicate with the customer before accepting the order. For order sales not exceeding RMB 50,000, the principle of payment before shipment applies. That is, the Buyer must transfer the full payment for the goods to the Seller’s designated account after placing the order, and the Seller will arrange shipment after receiving the payment. For order sales exceeding RMB 50,000, payment may be collected according to the following methods 7.1.1 and 7.1.2.)
7.1.1 Within seven (7) days after signing the contract, pay thirty percent (30%) of the total contract amount as an advance payment to the Seller via wire transfer.
7.1.2 Within seven (7) days before shipment, pay seventy percent (70%) of the total contract amount to the Seller via wire transfer.
7.2 Liability for Late Payment
If the Buyer fails to make payment according to the time agreed in the contract, the Seller shall have the right to charge interest to the Buyer at the following rate: 1.5% per month (18% per annum) or the maximum interest rate permitted by applicable law, whichever is lower. Simultaneously, if the Buyer fails to make timely payments to the Seller as required, all subsequent orders shall become immediately due and payable in full. The Seller shall have the right to suspend the supply of Goods or provision of related services to the Buyer until the Buyer clears all overdue payments and interest.
7.3 Payment Account Information
The Buyer shall make payment to the bank account designated by the Seller (any changes shall be notified in writing), with the following information:
Account Name: Tianjin Feiyun Powder Equipment Co., Ltd.
Bank: Industrial and Commercial Bank of China, Tianjin Tangjiakou Sub-branch
Account Number: 0302040509300183278
7.4 Provision of Statement Information: The Buyer shall provide the contact information for statements, including:
Buyer’s Statement Contact Name:
Buyer’s Statement Contact Phone:
Buyer’s Statement Contact Email:
7.5 Invoice Issuance Information
If the Buyer requests the Seller to issue a VAT special invoice, it shall provide complete and correct invoicing information in a timely manner. This Buyer VAT special invoice information shall include (any changes shall be notified in writing):
Buyer Company Name:
Buyer Company Tax ID:
Buyer Company Address:
Buyer Company Phone:
Buyer Company Bank:
Buyer Company Account Number:
8. On-site Installation Guidance and Service
8.1 The Seller will provide service engineers for technical support services, including installation guidance, commissioning guidance, and training of personnel designated by the Buyer, etc. These are included within the scope of this contract.
8.2 The standard charge for on-site technical support service is RMB 3,000 per day (8 hours/day) for engineer fees. This fee covers only the engineer’s service fee and does not include necessary travel and accommodation expenses related to performing the work. Travel and accommodation expenses shall be arranged for and borne by the Buyer. (For orders requiring technical support, the unit price, number of days, and total price shall be indicated in the attached price list.)
9. Warranty and After-sales Service
9.1 Starting from the date the Buyer receives the Goods, the Seller provides a 1-year warranty service for vacuum pump products (excluding electromechanical vacuum pumps, accessories, and control devices) for customers.
9.2 Starting from the date the Buyer receives the Goods, for all other products besides vacuum pumps (including electromechanical vacuum pumps, accessories, and control devices), if they fail or malfunction within the specified service life (calculated based on duty cycles; please refer to product specifications for details), the Seller provides a 1-year warranty service for customers.
9.3 Warranty service applies to manufacturing defects and material defects in products, as well as situations where products do not conform to product specifications. However, warranty service does not apply to the following all products or circumstances:
9.3.1 . Including product components/parts such as suction cups, filter elements, seals, hoses, etc., or product-related software. Warranty service is void/unavailable in the following circumstances: (a) Abuse, misuse, negligence, improper storage, improper handling, improper use, improper installation, exposure to abnormal physical stress, abnormal environmental or working conditions, or failure to use, apply, install, care for, control, or maintain products strictly in accordance with the applicable product manuals or instructions provided by the Seller or good trade practices; (b) Product defects caused by modification, repair, or alteration of the product by personnel or institutions other than the Seller and its authorized representatives, as well as defects caused by indirect damage resulting from normal wear and tear, intentional damage, or other defective products.
9.4 The warranty service described in this section is the sole warranty commitment provided by the Seller to customers for the products sold. Beyond this, all other information, statements, or warranty provisions (express or implied) arising from any other applicable laws, regulations, industry practices, or other contexts shall have no effect. The Seller shall not bear any responsibility or obligation beyond the scope of this warranty clause.
9.5 During the warranty period, the Seller shall bear the costs and expenses for repairing or replacing faulty products that meet the conditions for warranty service. The Seller has the final discretion in determining whether a faulty product falls within the warranty scope and the method of repair or replacement.
9.6 For handling faulty products eligible for warranty service, the Seller has discretion: to return them to the Seller for replacement or to have them repaired by the Seller at the customer’s location. After replacement, the replaced faulty product becomes the property of the Seller, and the Buyer shall cooperate with the Seller to complete the recovery of the faulty product.
9.7 Costs incurred in installing replacement parts/components into the customer’s product, including but not limited to labor costs, auxiliary material costs, etc., shall not be borne by the Seller and shall be borne by the Buyer itself.
9.8 The above Terms & Conditions also apply to all products replaced or repaired by the Seller, i.e., the replaced or repaired products will continue to enjoy warranty service for the remaining warranty period, but the warranty period will not be recalculated.
10. Intellectual Property
During the product sales transaction between the Seller and the Buyer, neither party shall have any rights to the intellectual property owned or licensed by the other party. The term “Intellectual Property” in these Terms & Conditions refers to all forms of intellectual property applicable in all countries and regions, including but not limited to inventions, trade secrets, patents, copyrights, designs, trademarks (including registered or unregistered trademarks, and applications for such trademark registrations), and know-how.
11. Confidentiality
The purpose of this contract is solely to agree on the sale and purchase of goods. All information or terms related to the contract shall be regarded as trade secrets. Unless required by government administrative order, mandatory laws and regulations, or with the written consent of the other party, neither party shall have the right to disclose this contract or any of its terms to any third party, whether such disclosure is intentional or unintentional. The disclosing party shall bear liability for breach of contract to the other party and compensate for all losses caused to the other party thereby.
12. Contract Changes and Assignment
12.1 Any changes to this contract shall require separate mutual agreement between the Buyer and Seller and shall be made in writing by signing a relevant change agreement or supplementary agreement to modify or supplement the content of this contract. Without written agreement confirmation, neither party may unilaterally change the contract content.
12.2 All rights and obligations of both parties under this contract may not be partially or wholly assigned by the Buyer to any third party without the written consent of the Seller. If the Buyer violates this provision by arbitrarily assigning contract rights or obligations, such assignment shall be deemed invalid, and the Buyer shall bear all losses and liabilities caused to the Seller thereby.
13. Effectiveness of Contract
This contract shall take effect formally after being stamped by both parties. Upon effectiveness, this contract shall supersede all previous communications and agreements of any form between the parties regarding matters related to this contract, including various documents, agreements, minutes, emails, faxes, etc. This contract constitutes the sole and complete legal document basis for the goods sales transaction between the parties.
14. Non-Agency Statement
The Seller’s sale of Goods to the Buyer according to the agreement of this contract constitutes merely a simple goods sales transaction and should not be regarded or understood as the Buyer obtaining the qualification of a sales agent for the Seller’s goods. This contract is not an agency or distribution contract. The Buyer shall not, under any circumstances, impersonate, claim, or imply that it is an agent or distributor of the Seller. If the Buyer violates this provision, it shall be deemed a breach of contract, and the Buyer shall bear corresponding liability for breach, including but not limited to ceasing the infringement, compensating the Seller for economic losses suffered thereby, eliminating adverse effects, etc.
15. Liability for Breach of Contract
15.1 If the Buyer unilaterally terminates or cancels all or part of an order already accepted by the Seller without the Seller’s written approval, the Buyer shall unconditionally compensate the Seller for all losses and costs thereby suffered, including but not limited to loss of expected profit, costs of materials already invested, additional costs incurred due to order adjustments, labor costs, and other related expenses incurred in handling the event, etc.
15.2 The Seller’s confirmation of receipt of the Buyer’s order or receipt of order payment (including signing and returning a copy of the acknowledgment to the Buyer, if applicable) does not represent the Seller’s acceptance of any terms & conditions proposed by the Buyer that are inconsistent with these Terms and Conditions of Sale, nor does it represent the Seller’s agreement to modify or amend these Terms and Conditions of Sale in any way. If disputes or delays in contract performance arise due to additional terms proposed by the Buyer or objections to these Terms and Conditions, the Buyer shall bear all resulting responsibilities, including but not limited to compensating the Seller for losses suffered thereby and bearing the costs arising from dispute resolution, etc.
15.3 Before returning products to the Seller, the Buyer must obtain prior written consent from the Seller. The Seller has the right to refuse the Buyer’s return of products under the following circumstances: (i) The Buyer fails to notify the Seller in writing of the product return matter within 30 days from the date of product delivery; (ii) The Buyer returns products that are damaged, used, incomplete, and/or without complete packaging. Furthermore, for consumables with a shelf life (e.g., suction cups), the Seller does not support returns. For all products that the Seller agrees to accept for return, the Buyer shall pay a handling fee of 20% of the product order value (excluding VAT) and bear all transportation costs for shipping the returned products to the Seller’s designated location. When the returned products are delivered to the Seller and the Seller inspects and approves the return, the Seller will pay the corresponding amount to the Buyer for the product return within a reasonable time. If the Seller does not approve the product return, the Buyer shall retrieve the goods itself within 30 days and bear all retrieval costs. If the Buyer fails to retrieve the goods within the specified time, the returned products shall become the property of the Seller, and the Buyer shall not make any economic or other compensation claims against the Seller.
15.4 The party breaching this contract shall pay liquidated damages equivalent to 5% of the Goods amount under this contract to the non-breaching party. If such liquidated damages are insufficient to cover all losses suffered by the non-breaching party due to the breach, the non-breaching party shall also have the right to claim compensation for the insufficient portion. The non-breaching party’s failure to further pursue the liability of the breaching party after payment of liquidated damages or compensation shall not be deemed as approval of the breach or modification of the contract content.
15.5 Expenses incurred by the non-breaching party in asserting or realizing its rights, including but not limited to attorney fees, travel expenses, communication, investigation, etc., shall be borne by the breaching party.
16. Force Majeure
16.1 If any party to the contract encounters a force majeure event, such as war, natural disasters like snowstorms, floods, fires, storms, earthquakes, or political conflicts, riots, strikes, and other unforeseeable or unavoidable uncontrollable events, causing delay or inability to perform its obligations under this contract, such party shall not be regarded as breaching this contract and shall not be liable to the other party. The period for performing the relevant obligations may be extended accordingly.
16.2 The party whose performance is delayed or prevented due to the aforementioned circumstances shall immediately notify the other party and obtain relevant certification. It shall also make reasonable efforts to minimize the impact of such circumstances on its performance of obligations. After such circumstances end, it shall immediately notify the other party in writing and continue to fully perform its obligations under this contract. If the force majeure factors persist for more than 120 consecutive days, both parties may negotiate to terminate this contract without bearing liability for breach of contract.
17. Limitation of Liability
If the Buyer submits a warranty claim and the Seller determines that the product (including its components or parts) is defective, the Seller’s liability and obligation shall be limited to repairing or replacing the defective product (as decided by the Seller based on actual circumstances). The Seller shall not bear any liability for any indirect loss or damage caused by the defective product. Under no circumstances, regardless of other contract provisions, regardless of whether the claim is based on contract or tort (including gross negligence), and regardless of whether the claim arises from the manufacture, sale, licensing, delivery, repair, replacement, or use of goods or software, the Seller’s liability for damages (including liquidated damages) for any loss or damage suffered by the Buyer shall not exceed the order price of the defective product. If a breach occurs due to the Seller’s product, the Buyer should take all necessary measures to avoid and reduce loss or damage.
Furthermore, regardless of other contract provisions, neither party shall be liable to the other for loss of revenue or profit, loss of business opportunities, loss of goodwill, or any other indirect losses.
18. Product Liability
Both parties shall purchase appropriate product liability insurance with reasonable liability limits for the products to address compensation claims.
19. Trade Compliance
Products delivered or to be delivered by the Seller to the Buyer shall comply with relevant foreign trade control laws and trade laws of other countries, including but not limited to those of China, the United Nations (UN), the European Union (EU), and the United States (US) concerning trade controls and sanctions, export controls, and restrictions on goods, services, or industries. The Buyer agrees to comply with all foreign trade control laws and regulations. If required by the aforementioned laws, both parties shall jointly be responsible for obtaining necessary export, re-export, or import licenses. The Buyer undertakes not to export or re-export to entities or embargoed countries on the then-applicable embargo lists as stipulated in relevant foreign trade control laws. The Buyer shall not provide or use the products for weapons such as nuclear weapons, missiles, biological or chemical weapons. The Buyer promises and agrees that it has not and will not, directly or indirectly, sell, transport, or arrange the transfer of any products to any country embargoed or under terrorism controls by US foreign trade control laws (including Cuba, Myanmar, North Korea, Iran, Syria, Sudan, the Crimea region of Ukraine, subject to adjustment according to the latest list published under relevant foreign trade control laws). The Buyer agrees to cooperate with the Seller in determining whether the resale of products provided by the Seller under this contract requires any foreign trade licenses or approvals, including but not limited to providing the Seller with qualified proof materials regarding the final destination and end user. If the Buyer neglects its obligations, the Seller has the right to immediately terminate this contract without bearing any liability.
20. Business Compliance
The Buyer shall not bribe any employee of the Seller in any form (including but not limited to money, gifts, etc.) to obtain business benefits. The Buyer acknowledges that it is aware of the PIAB Code of Conduct, fully understands it, and agrees to implement business conduct standards consistent with the PIAB Code of Conduct during the performance of this contract. For clarity, both parties agree that the PIAB Code of Conduct shall be based on that of the Piab Group.
21. Network and Information Security
The Buyer bears full responsibility for the establishment, operation, maintenance, access, security, and other aspects of its computer network (“Network”) and shall provide a secure network access environment when the Seller provides services to it. To prevent unauthorized access, the Buyer and/or its partners must ensure that devices connected to the Internet of Things, the Internet, or otherwise to computers or other devices are appropriately protected. To ensure the security of information, including but not limited to data, software, or files (collectively “Data”), the Buyer shall take appropriate measures before receiving services or products, including backing them up. The Seller does not and expressly disclaims making any representations or warranties that services, products, software (if any), or third-party products or software (if any) will be free from network threats, hacking, or other similar malicious activities.
22. Dispute Resolution
Any dispute arising from or in connection with this contract shall be submitted to the people’s court located at the Seller’s place for handling if negotiation fails to resolve it.
23. Notice Method
All notices shall be written in Chinese and delivered to each party at the address agreed in the contract by registered mail/express mail/email or other verifiable methods. If the address changes, one party shall…