SMED General Terms and Conditions of Sale and Delivery

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Article 1 General Provisions

1.1 These General Terms shall apply to any offer, quotation, and agreement between SMED (“SMED”) and the Contracting Party regarding door hinges and related products (“Products”), unless expressly agreed otherwise in writing.

1.2 The applicability of any general terms and conditions of the Contracting Party is expressly excluded.

1.3 SMED reserves the right to negotiate supplementary terms with the Contracting Party, which shall be confirmed in writing by SMED.

1.4 These Terms shall remain binding even if the Contracting Party is registered outside China.

Article 2 Quotations and Offers

2.1 All SMED quotations and offers shall be non-binding unless containing an acceptance deadline. Quotations shall automatically expire if the relevant Products become unavailable.

2.2 The Agreement shall be deemed concluded upon mutual execution of the Product-specific agreement submitted by SMED. Subsequent order confirmations shall solely serve as acknowledgments.

2.3 SMED retains absolute discretion to reject orders without justification.

Article 3 Delivery

3.1 Stated delivery periods shall not constitute strict deadlines unless expressly agreed in writing.

3.2 Where SMED requires Contracting Party’s information for performance, the delivery period shall commence upon SMED’s receipt of complete information.

3.3 Risk of loss/damage transfers to Contracting Party upon delivery:

Door-to-door delivery: Deemed completed when Products depart conveyance under INCOTERMS® 2020

Non-door-to-door: Deemed completed upon loading onto transport vehicle

Article 4 Complaints and Warranty

4.1 The Contracting Party shall:
a) Inspect Products immediately upon delivery
b) Conduct specialized inspections within 3 calendar days
c) Submit written substantiated complaints within 3 business days (extendable to 3 days post-defect discovery for latent defects)

4.2 SMED warrants proper Product functionality for 24 months post-delivery, contingent upon:
a) Installation per provided technical specifications
b) Compliance with maintenance guidelines

4.3 Warranty rights terminate if:
a) Products are mishandled/stored contrary to SMED’s instructions
b) Contracting Party breaches material obligations under the Agreement

4.4 For valid complaints, SMED may at its discretion:
a) Replace/repair defective Products
b) Terminate the Agreement without liability for damages
c) Issue pro-rata invoice credit
d) Negotiate alternative remedies

Article 5 Pricing and Payment

5.1 All prices exclude VAT and government levies unless otherwise stipulated.

5.2 Payments become due within 14 days of invoice date. The Contracting Party waives its right to suspension and/or set-off.

5.3 Late payments constitute immediate default without notice.

5.4 SMED may adjust prices to reflect cost increases in:
a) Labor and social charges
b) Raw materials and consumables
c) Fuel and logistics
Such adjustments shall not constitute grounds for termination.

Article 6 Liability

6.1 SMED’s liability for Product defects is limited to the higher of:
a) Insurer’s compensation amount
b) Invoice value of defective Products

6.2 SMED expressly excludes liability for:
a) Consequential/indirect losses
b) Business interruption damages
c) Acts by subcontractors/agents
d) Equipment-related failures

6.3 The Contracting Party shall indemnify SMED against third-party claims exceeding SMED’s liability scope.

Article 7 Governing Law and Disputes

7.1 These Terms shall be governed by Chinese law, excluding CISG.

7.2 Disputes shall be submitted to the competent court in the Contracting Party’s jurisdiction.

7.3 Invalidity of any clause shall not affect remaining provisions’ enforceability.