Web Site Terms and Conditions of Use
By accessing this website, you are agreeing to be bound by these
web site Terms and Conditions of Use, all applicable laws and regulations,
and agree that you are responsible for compliance with any applicable local
laws. If you do not agree with any of these terms, you are prohibited from
using or accessing this site. The materials contained in this website are
protected by applicable copyright and trademark law.
2. Use License
- Permission is granted to temporarily download one copy of the materials
(information or software) on Henglong USA Corporation's web site for personal,
non-commercial transitory viewing only. This is the grant of a license,
not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Henglong USA Corporation's web site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or "mirror" the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by Henglong USA Corporation at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- The materials on Henglong USA Corporation's web site are provided "as is". Henglong USA Corporation makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Henglong USA Corporation does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Henglong USA Corporation or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Henglong USA Corporation's Internet site, even if Henglong USA Corporation or a Henglong USA Corporation authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on Henglong USA Corporation's web site could include technical, typographical, or photographic errors. Henglong USA Corporation does not warrant that any of the materials on its web site are accurate, complete, or current. Henglong USA Corporation may make changes to the materials contained on its web site at any time without notice. Henglong USA Corporation does not, however, make any commitment to update the materials.
Henglong USA Corporation has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Henglong USA Corporation of the site. Use of any such linked website is at the user's own risk.
8. Governing Law
Any claim relating to Henglong USA Corporation's web site shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
- Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
- We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- We will only retain personal information as long as necessary for the fulfillment of those purposes.
- We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.
GENERAL TERMS AND CONDITIONS OF SALE
CHINA AUTOMOTIVE SYSTEMS (“SELLER”)
1. Applicable Law and Jurisdiction. These General Terms and Conditions of Sale apply to all proposals and quotations submitted by Seller, to all purchase orders received by Seller, and to all sales of goods and services sold by Seller except as otherwise specifically provided in a document signed by Seller. All sales by Seller consist only of these terms and conditions and those in other documents which are referred to herein or are attached hereto or in a document subsequently signed by Seller and referencing this transaction (all of which constitute the “Agreement”). The Agreement shall be governed, construed, and enforced under the law of the State of Michigan, including the Uniform Commercial Code in force on the initial date of the Agreement (“UCC”) except as provided herein. The U.N. Convention on the International Sales of Goods shall not apply. Any services to be provided hereunder, whether or not they are otherwise ancillary to and part of a sale of goods as separate items, shall be construed ancillary to a sale of goods, and the UCC shall apply to all goods and services to be provided hereunder (“Goods”). THE COURTS OF MICHIGAN SHALL HAVE EXCLUSIVE JURISDICTION OVER THE PARTIES AND THE CLAIMS ARISING UNDER OR RELATED TO THE AGREEMENT. The parties stipulate to the convenience of Michigan courts in general and Oakland County Circuit Court in particular as to all litigation. Any declaration of unenforceability of a provision shall be as narrow as possible and shall not affect the enforceability of the other provisions.
2. Formation, Integration, and Modification
(a) The Agreement supersedes all previous quotations and agreements pertaining to the goods. Delivery to Seller of Buyer’s acceptance of a Seller’s quotation (according to its terms), Seller’s actions in reliance on Buyer’s oral acceptance of a written or oral quotation, or Buyer’s receipt of the Goods will constitute a binding contract under the terms of the Agreement. The Agreement is subject to Seller’s revocation or cancellation without liability until it is approved by Seller at its home office. Notice of such approval may be furnished to the Buyer in the form of an acknowledgement shipment or other form of express approval.
(b) An order submitted by Buyer orally or in a purchase order or other writing (whether or not it contains terms or conditions modifying, adding to, repugnant to, or inconsistent with these Terms and Conditions) may be accepted, approved, or filled by Seller, but any resulting contract and the liabilities or obligations of Seller shall be determined solely by the Agreement, and (unless Seller otherwise advises Buyer in writing) notice is hereby given that Seller objects to any such terms or conditions in Buyer’s purchase order or other writing. Seller shall not be deemed to have in any way enlarged or modified its liabilities or obligations under the Agreement by filling such order or by failing to further object to Buyer’s terms or conditions.
(c) The Agreement is a final, complete, and exclusive statement of the Agreement of the parties. No modifications, limitations, waivers, or discharge of the Agreement or any of its terms shall bind Seller unless in writing and signed by Seller’s authorized employee at its home office. Notwithstanding anything to the contrary in this Agreement, no modifications, limitation, waiver, or discharge of any provision of the Agreement shall affect Buyer’s liabilities to Seller accrued prior thereto. Seller may correct unilaterally any mathematical and typographical errors in the Agreement. Typed provisions of the Agreement take precedence over printed provisions. A course of performance, course of dealing, or customers in the trade shall not constitute a modification or waiver by Seller of any right by Seller.
(d) The Agreement is only for the benefit of the parties, except all disclaimers and limitations applicable to Seller shall be for the benefit of Seller’s agents, employees, contractors, and suppliers. If any provisions are determined to apply to third parties, all other provisions, including limitations, waivers, and disclaimers shall also apply.
3. Prices, Payment, and Risk of Loss
(a) Prices contained in Seller’s published price lists, if any, are subject to change without notice. Prices contained in individual written quotations or proposals are firm only for a period of 30 days from the date of the quotation, after which Buyer should inquire of Seller as to their validity and request a written confirmation or revision. Prices do not include taxes, and Buyer shall pay all applicable sales or other taxes levied with respect to Goods (and replacements) and the Agreement unless exempt therefrom. All prices are in United States dollars. Buyer shall pay all government fees levied on the installation and inspection of the Goods. Buyer shall pay upon receipt all invoices rendered by Seller for any such items Seller may pay and for the Goods.
(b) This Agreement is for a shipment contract, and the Goods shall be delivered F.O.B. Buyer’s plant. Whether or not Seller prepays shipping charges, risk of loss passes to Buyer upon tender of the Goods to a carrier. Seller’s breach of the Agreement shall not affect the passing of the risk of loss to Buyer notwithstanding any provision of law to the contrary.
(c) Seller may unilaterally increase prices to cover increased costs (plus reasonable overhead and profit) of design, materials, and manufacturing required by changes requested by Buyer after the date of any quotation.
(d) All amounts not paid to Seller when due shall incur a carrying charge of 1.5% per month to the extent allowed by law and otherwise at the highest written contract rate allowed by law. Seller shall be awarded reasonable attorney fees in its enforcement of the Agreement.
(e) All amounts due that requires the action or cooperation of Buyer, which Buyer fails to supply timely shall become due upon such failure.
4. Delivery. Shipping dates are estimates based on Seller’s present engineering and manufacturing capacity and scheduling and may be revised by Seller upon receipt or scheduling of Buyer’s order. All shipping dates are approximate and shall be computed from the date of entry of the order on Seller’s books. All shipping dates are further subject to Seller’s prompt receipt from Buyer of a written purchase order or acceptance, letter of credit, down payment, and other conditions as specified in the Agreement and of all drawings, information, and approvals necessary to provide the Goods and to grant any credit proposed in the Agreement.
5. Delay of Shipment or Performance Excused for Various Reasons
(a) If shipment of any item or other performance by Seller is delayed at the request of or due to the fault of Buyer, Seller may, at its option, hold the item at the place of manufacture at the risk and expense of Buyer from the time it is ready for shipment. In the event of any such delay in shipment, full and final payment for an item shall be due and payable 30 days after Buyer is notified that the item is ready for shipment. If Seller is unwilling to accommodate Buyer by holding such item, Buyer shall accept shipment immediately.
(b) Dates for Seller’s performance are estimates only. In addition, Seller shall not be in default because of its delay or failure to deliver or perform resulting, in whole or in part, from: (i) any foreign or domestic embargoes, seizures, acts of God, insurrections, war, or the adoption or enactment of any law, ordinance, regulation, ruling, or order; or (ii) the lack of usual means of transportation, fires, floods, explosions, strikes, or any other accidents, contingencies, or events at Seller’s or its supplier’s plant or elsewhere (whether or not beyond Seller’s control) which directly or indirectly interfere with or render substantially more burdensome Seller’s production, delivery, or performance.
6. Inspection, Testing and Rejection
(a) If the Agreement expressly provides for Buyer’s inspection and/or acceptance of the Goods, Seller’s standard test procedures conducted by Seller’s representative shall be the criteria for inspection and/or acceptance unless other specific procedures have been specified in the Agreement.
(b) All drawings, specifications, technical documentation, samples, prototypes, and Goods shall be deemed approved and/or accepted by Buyer if Buyer does not provide a written objection and/or rejection within seven days of receipt or other reasonable time established by Seller. Any objection and/or rejection by Buyer must be in writing and state with specificity all defects and nonconformities upon which Buyer will rely to support its rejection. ALL DEFECTS AND NONCONFORMITIES WHICH ARE NOT SO SPECIFIED ARE WAIVED.
7. General Express Warranties
(a) Seller warrants to Buyer only that, at delivery, the Goods, to the extent manufactured by Seller, shall be free from manufacturing defects in materials and workmanship which are discovered and claimed during the warranty period, subject to the disclaimers and limitations of the Agreement. The warranty period shall be one year from delivery to Buyer. This is not a warranty of performance, but a limited warranty as to the condition of the Product at the beginning of the warranty period. Because the Goods may be subject to a wide variety of use, installation, maintenance, and cleaning, this warranty is only against such defects and not against any other failures such as, but not limited to, those due to wear and tear and normal maintenance and perishable items which are excluded from this warranty against defects.
(b) Seller also warrants to Buyer only that the Goods at delivery will be as described in the Agreement in all material respects subject to the limitations stated herein and Seller’s published and internal standards; however, Seller retains the right to change the dimensions, composition, design, performance, color, and appearance of the Goods without liability if, in its judgment, the change is non-material. Seller may, in its discretion, also rely on any generally accepted industry standards.
(c) Seller’s warranties shall apply only if the Goods: (i) have been installed, maintained, and used in conformity with instructions furnished by Seller from time to time, if any; (ii) have been subjected to normal use for the purpose for which Goods were designed; (iii) have not been subjected to misuse, negligence, or accident; and (iv) have not been altered or repaired by persons other than Seller in any respect which, in the judgment of Seller, adversely affects the condition or operation of the Goods.
8. Patent Express Warranties. Seller shall defend and indemnify Buyer from any claim which asserts that the Goods or their inherent methods of operation intrinsically infringe any United States patent except as to a claim based on Buyer’s use of the Goods as a step in an overall process or as an element in an overall combination. Seller’s obligation shall not apply to a claim based on Goods or portions thereof specified, designed, or manufactured by Buyer. Buyer shall notify Seller promptly of any assertions of patent infringement and provide Seller with assistance and information requested by Seller, or Seller shall have no further obligation to defend or indemnify. Seller shall defend with its counsel or other counsel of its choice and shall have the sole right, without consultation with Buyer, to take all action Seller deems appropriate to prosecute or settle such claims. Seller’s exclusive obligation to indemnify as to Goods declared to infringe is limited to the acquisition of a license, the replacement of Goods with non-infringing goods, the modification of the Goods so that they are non-infringing, or the return of the purchase price and shipping costs in exchange for the Goods, as Seller may elect. This Section states Seller’s entire and exclusive obligation regarding patent infringement.
9. Disclaimer and Limitation of Express Warranties. There are no express warranties other than those contained in the Agreement, and they are not assignable. Any representations as to performance and other matters, except as contained in the Agreement, were for illustrative purposes only and do not constitute a warranty. Whether or not the Goods are to be used exclusively by Buyer, there shall be no third party beneficiaries to the express warranties contained herein. Seller does not warrant any portion of the Goods not manufactured by or not furnished by Seller (whether or not specified by the Buyer), but Seller shall assign to Buyer upon request all assignable warranties of Seller’s suppliers related to such Goods. All descriptions, shipping, specifications, and illustrations of the Goods and their quality compatibility with other systems and capabilities in catalogues, brochures, and price lists or otherwise provided by Seller are intended for general guidance only, and Seller is not responsible for any errors or omissions therein or for any loss or damage resulting from reliance on them. Seller does not warrant that it or the Goods are in compliance with any entity, organization, or industry standards, guidelines, or procedures unless specifically contained in the Agreement.
10. Remedy and Limitation of Seller’s Liability
(a) Defective or nonconforming Goods or parts thereof discovered during the warranty period shall be repaired or replaced by Seller without any additional charge and shipped to Buyer, FOB Seller’s plant, for reinstallation by Buyer at its cost, subject to the terms hereof. The warranty obligation of Seller is limited to the repair or replacement at Seller’s plant of any part of the Goods which Buyer shall, within the warranty period, return to Seller, with transportation charges prepaid by Buyer, and which Seller shall determine, upon examination, to be defective or not in conformity with the express warranties contained herein. In lieu of repair or replacement, if Seller elects, Seller may, upon return of such Goods and making a determination of nonconformity or defect, keep the Goods and refund the purchase price. Buyer’s remedies shall be limited (even in the event of Seller’s default of its warranty obligations) exclusively to those provided in this Section. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. Buyer waives any causes of action or theories of liability including, but not limited to, those arising under contract, tort, strict liability, product liability, statutes, or otherwise except as specifically provided by the UCC, as modified and limited herein. The replacement or repair of Goods by Seller does not give rise to any new warranty, except the warranty period provided for herein shall be extended by the length of any period from the date the defective or nonconforming Goods are received by Seller until the date repaired or replacement Goods are delivered to Buyer.
(b) Buyer must contact Seller requesting warranty coverage, plus a return authorization number and other instructions, for the return of Goods to Seller or other instructions. If requested by Seller, Buyer shall issue a new purchase order or amendment to Seller for replacement parts, subject to Seller issuing a credit memo if Buyer’s claim for warranty coverage is approved. Buyer must comply with Seller’s return instructions (including return of the Goods) within 30 days or the claim shall be deemed conclusively to have been abandoned. Buyer is responsible for properly tagging, identifying, and packing returned Goods. Goods returned without compliance with the above procedures shall be returned to the sender, at sender’s cost.
11. Disclaimer of Implied Warranties. SELLER DISCLAIMS ALL IMPLIED WARRANTIES (OTHER THAN GOOD TITLE) INCLUDING, BUT NOT LIMITED TO, THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. Buyer affirms that it has not relied upon Seller’s skill or judgment to select or furnish Goods for any particular purpose. Seller does not warrant the Goods will comply with the requirements of any safety or environmental code or regulation of any federal, state, municipality, or other jurisdiction beyond the specific express warranties in this Agreement.
12. Parts, Service, and Training Performed by Seller. All warranty and non-warranty parts, inspection, labor, service, software, and training, if any, provided by Seller or its agents and contractors (including those provided under purchase orders subsequent to the Agreement) related to the Goods are subject to all limitations and disclaimers of warranties and remedies provided in the Agreement. Seller may have access to the Goods during or after installation of the Goods. Seller is not under any duty to inspect the Goods for any defects or any improper use or modification of the goods nor to correct or advise Buyer of any such condition, use, or modification which is observed. Any notification which may be given is voluntary and subject to all limitations and disclaimers in the Agreement.
13. User’s Responsibility for Safety. It is Buyer’s or other user’s responsibility to provide all proper devices, tools, training, and other means that may be necessary to effectively protect all personnel from serious bodily injury which may otherwise result from the method of particular installation, use, operation, or service of the goods. Manuals furnished by Seller, ANSI Safety Standards, EPA, OSHA and similar state regulations, and other sources should be used by Buyer to insure the safe use of the Goods. If Buyer fails to comply with the obligations set forth in this Section, Buyer shall indemnify and save Seller harmless from any liability or obligation incurred by Seller to persons injured directly or indirectly in connection with the operation of the goods, and all warranties of Seller shall become automatically void.
14. Indemnification. Buyer shall indemnify Seller from any and all third party claims, damages, and expenses (including reasonable attorney fees) under theories of tort, product liability, negligence (ordinary or gross), warranty, contract, statute, or otherwise arising out of the use, storage, sale, processing or other disposition of the goods, supplies, or materials used in connection with the Goods or parts manufactured with the Goods if the action or inaction of Buyer or its employees, customers, or agents or Buyer’s design specifications were a material or proximate cause of injuries or damages giving rise to claims against Seller.
15. Consequential, Incidental, and Other Damages. BUYER AND THIRD PARTIES SHALL NOT BE ENTITLED TO ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES AS DEFINED IN THE UCC OR OTHERWISE. This limitation shall be enforced regardless of whether Seller has defaulted in its warranty or other obligations. Any legal inability to limit or restrict the right of Buyer or a third party to such damages shall not affect the right of Seller to indemnification hereunder, and under no circumstances shall Buyer recover more than the purchase price.
16. Security Interest, Power of Attorney. In addition to any security interest granted by the UCC, Buyer hereby grants a security interest to Seller in all Goods and documents related thereto and proceeds and products therefrom to secure all obligations of Buyer to Seller, whether or not arising under the Agreement. Buyer shall sign other documents for evidencing the security interest. Buyer grants Seller an irrevocable power of attorney to sign Buyer’s name to a financing statement if necessary or convenient to perfect Seller’s security interest. In case of a default by Buyer, Seller may peaceably enter the premises of Buyer and others to repossess and render inoperable all Goods in which it has a security interest. Seller may install and activate procedures or devices to make the Goods or Software non-operative upon Buyer’s default.
17. Proprietary Information
(a) Buyer acknowledges that any information disclosed to Seller has not and will not be confidential or a trade secret unless clearly and conspicuously noted on the disclosure or in some other writing delivered to Seller at or prior to the time of the disclosure. Otherwise, Seller shall be under no obligation to refrain from using in its business any information, manufacturing processes, or unpatented disclosures which may pass to it from Buyer in the performance of the Agreement.
(b) All proposals, plans, and other information furnished by Seller in bidding, negotiating, and performing the Agreement are confidential and the property of Seller and shall not be shown or disclosed to any other bidder and shall not be shown or disclosed to any third party or used by Buyer except as may be necessary for the selection or use of the Goods.
(c) Any invention or other information developed by Seller in the performance of the Agreement shall be the property of Seller.
18. United States Government Regulations. Buyer shall not engage in any transaction with respect to the Goods which violates any statute or regulation of the United States of America.
19. Time for Bringing Action. Any proceeding by Buyer against Seller arising from or in connection with the Agreement or Goods cannot be filed nor maintained unless: (i) it is commenced within one year after the cause for action has accrued; (ii) Buyer has given timely written notice to Seller of its claim as provided herein; and (iii) Buyer deposits the unpaid portion of the purchase price with the tribunal pending final adjudication. An action shall accrue no later than shipment of the Goods to Buyer.