Terms and Conditions for Generator Sales via B2B Platform

Version: 1.0
Applicable Platform: B2B Platform (hereinafter referred to as the "Platform")
Applicable Transactions: Sales of generator sets and related accessories to overseas buyers through the B2B Platform

1: Parties and Scope of Application

1.1 These Terms and Conditions (hereinafter referred to as "Terms") apply to all transactions of generator products concluded between the Seller (namely Jiangsu Kaichen Power Equipment Co., Ltd., hereinafter referred to as the "Seller" or "we") and the Buyer (hereinafter referred to as the "Buyer" or "you") through the Platform.

1.2 By submitting an order on the Platform, the Buyer is deemed to have read, understood, and agreed to all contents of these Terms. These Terms constitute a legally binding document between the parties with respect to the specific order.

2: Product Specifications and Quality Requirements

2.1 Confirmation of Technical Parameters. Prior to placing an order, the Buyer shall confirm the operating environmental conditions (including but not limited to temperature, humidity, and altitude) for the generator set. If the actual operating environment differs from the unit's rated conditions, the Buyer shall clearly specify such differences in the order remarks, and the Seller will provide a suitable model accordingly. The Seller shall not be liable for any performance deficiency resulting from the Buyer's failure to disclose special environmental conditions.

2.2 Quality Standards. The quality of generator products shall comply with the following standards (in descending order of priority):
(1) The product specification sheet and technical agreement mutually confirmed in writing by both parties;
(2) The Seller's factory standards;
(3) Relevant International Electrotechnical Commission (IEC) standards.

2.3 Factory Testing. Each generator set is subject to 100% load testing prior to shipment, and the test report will be provided with the goods.

3: Price and Payment Terms

3.1 Price Composition. The order price shall be based on the price published on the Platform or as confirmed in the quotation sheet provided by both parties. The default price term is FOB (Free on Board, port of loading), unless otherwise specified in the order's agreed trade term. The Seller does not recommend DDP (Delivered Duty Paid) unless otherwise agreed in writing between the parties with corresponding price adjustments. Under DDP, import duties and customs clearance risks are borne by the Seller and such costs are factored into the quotation.

3.2 Tariff Adjustment Right. If changes in the destination country's tariff policies result in an increase in the Seller's performance costs exceeding 5% of the agreed price, the Seller shall have the right to adjust the product price accordingly. The Buyer shall have the right to accept the adjusted price or cancel the order within 5 business days upon receipt of the price adjustment notice. This provision applies unless otherwise agreed by the parties.

3.3 Payment Method. The default payment terms are: 30% deposit + 70% balance (payable prior to shipment), subject to the specific order terms. Prior to balance payment, the Seller may provide the Buyer with pre-shipment photos of the goods and test reports for confirmation.

4: Delivery and Performance

4.1 Calculation of Delivery Period. The delivery period shall commence from the later of the following dates:
(1) The date on which the Seller receives the Buyer's full deposit;
(2) The date on which both parties confirm all technical parameters.

The standard delivery period is 30 to 60 working days, subject to order confirmation.

4.2 Late Delivery. In the event of delayed delivery due to the Seller's fault, the Seller shall pay liquidated damages in the amount of 0.5% of the order value per week of delay, provided that the total liquidated damages shall not exceed 5% of the order value. The Seller shall not be liable for delays caused by the following reasons:
(1) The Buyer's changes to technical specifications or delayed confirmation of technical solutions;
(2) Customs inspection, port congestion, or other third-party factors;
(3) Force majeure events.

5: Inspection and Acceptance

5.1 Pre-shipment Inspection. The Buyer shall have the right to dispatch representatives or appoint a third-party inspection agency (e.g., SGS) to inspect the goods at the Seller's factory prior to shipment. Inspection costs shall be borne by the Buyer. The Seller shall provide reasonable facilities for the inspection.

5.2 Port Inspection and Objection Period:
(1) Objection Period for Apparent Defects: The Buyer shall inspect the external packaging and quantity within 7 working days after the goods arrive at the destination port. Any objections shall be submitted in writing to the Seller within such period, accompanied by photographic evidence or notarized reports. Failure to notify within such period shall be deemed as acceptance of the external packaging and quantity.
(2) Objection Period for Latent Defects: For non-appearance quality issues discovered during installation and commissioning of the unit, the Buyer shall notify the Seller in writing within 30 days from the date of arrival at the port. Failure to notify within such period shall be deemed as acceptance of latent quality.

5.3 Third-party Inspection Findings. If the parties have a dispute over quality issues, they may jointly appoint a mutually recognized third-party testing institution (e.g., SGS, BV) to issue a test report, which shall serve as the final and binding basis for determining the loss.

6: Risk Transfer and Retention of Title

6.1 Risk Transfer. The risk of loss or damage to the goods shall transfer to the Buyer at the point of risk transfer specified in the applicable international trade term (Incoterms 2020) for the order. Under FOB, risk passes to the Buyer upon the goods passing the ship's rail at the port of loading.

6.2 Retention of Title. Until the Buyer has paid the full purchase price (including the balance), the title to the goods shall remain with the Seller. If the Buyer defaults on payment for more than 30 days, the Seller shall have the right to demand the return of the goods or exercise repossession rights over such goods.

7: After-sales Service and Warranty

7.1 Warranty Period. The warranty period for the generator set shall be 12 months from the date of arrival at the destination port or 1,000 hours from the date of initial startup, whichever occurs first.

7.2 Scope of Warranty. The warranty covers failures resulting from material defects or manufacturing process issues. The warranty does not cover the following circumstances:
(1) The Buyer's failure to install, use, or maintain the unit in accordance with the operation manual;
(2) The Buyer's use of consumables or parts not designated by the Seller;
(3) Damage caused by force majeure events such as natural disasters, war, etc.;
(4) The unit being disassembled or repaired by unauthorized personnel.

7.3 Consumable Parts. The Seller shall provide a standard list of consumable parts and spare parts with the goods. Additional spare parts requirements shall be raised at the time of ordering.

8: Force Majeure

8.1 Force majeure refers to objective events that are unforeseeable, unavoidable, and insurmountable, including but not limited to: earthquakes, typhoons, floods, fires, wars, government prohibitions, port blockades, sudden tariff policy changes (with rate changes exceeding 20%), etc.

8.2 The party affected by force majeure shall notify the other party in writing within 7 working days upon occurrence of the event and shall provide valid supporting documents. The affected party shall not be held liable for any delay or non-performance caused by force majeure. If force majeure continues for more than 90 days, either party shall have the right to terminate the contract.

9: Default Liability and Dispute Resolution

9.1 Buyer's Default. If the Buyer refuses to pay the balance or refuses to accept the goods without justifiable cause, the Seller shall have the right to forfeit the deposit and claim from the Buyer all actual losses incurred, including storage fees, freight, etc.

9.2 Intellectual Property Warranty. The Seller warrants that the generator sets sold do not infringe upon any third party's intellectual property rights. If the Buyer is prosecuted by a third party for product design infringement, the Seller shall bear full compensation liability.

9.3 Dispute Resolution. Any dispute arising out of or in connection with these Terms or any order shall first be settled through friendly negotiation between the parties. If negotiation fails, either party may submit the dispute to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with its prevailing arbitration rules in effect at the time of application. The place of arbitration shall be Beijing and the arbitration language shall be Chinese or English (at the claimant's option). The arbitral award shall be final and binding upon both parties.

9.4 Governing Law. The interpretation and application of these Terms shall be governed by the laws of the People's Republic of China. Matters relating to the substance of the sales contract shall also be governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG).