1. 总则/GENERAL PROVISIONS
Any buyer’s terms and conditions of purchase inconsistent with these Terms and Conditions of Sale for business transactions shall be nonbinding for Armstrong even if such inconsistent terms and conditions have not expressly been objected to. Any ancillary agreement, any warranties or any modification of these Terms and Conditions of Sale for business transactions shall only be binding if expressly accepted in writing by Armstrong.
1.2 买方无权签订任何超出阿姆斯壮和买方签订之协议约定范围的附属协议，也无权向任何第三方给予超出前述协议约定范围的品质担保。 All buyers are not authorized to enter into any oral ancillary agreements or to give any third party any warranties exceeding the provisions of any respective written agreement.
In any case of force majeure, business shutdown, curtailment of manufacture, strike, damage to industrial facilities, non-delivery or delayed delivery by Armstrong’s supplier, measures taken by government authorities or any similar unforeseen occurrences, Armstrong shall be excused from performing its duties under any respective agreement made. No claims for damages shall, however, accrue to the buyer in any such case.
2. 阿姆斯壮的担保和权利主张/ARMSTRONG'S WARRANTY & CLAIMS
Armstrong guarantees that the Products sold under this Contract shall be free from defects in material and workmanship and have the qualities stipulated in any specific Product warranties. The warranty period shall be for one year from the date of installation, unless Armstrong for particular Products sets a longer warranty period. If Product defects are discovered, Armstrong shall provide replacement material. However, any claims must be submitted in writing and approved by an authorized representative of Armstrong. Where a Product cannot be replaced with the same Product, Armstrong may provide similar Products as a replacement. Excluding the cost of the replacement material, any other expenses related to such replacement will not be accepted by Armstrong. Armstrong shall in no case be liable for indirect, special, consequential, punitive or incidental damages or losses whether caused by or arising out of the use of the Products supplied by Armstrong, or the quality of such Products or otherwise. This warranty is not applicable to the sale of second-class products (e.g. off-goods). This warranty expresses the full extent of the liability that Armstrong shall bear in connection with the sale of the Products, and expressly excludes any warranty of fitness for a particular purpose or merchantability.
Unless the buyer informs Armstrong in writing of Product defects in appearance, packaging, and quantity within 15 days after delivery of the Products, the Products delivered by Armstrong shall be deemed to be in conformity with this Contract and the effective order. Armstrong does not authorize the buyer or its customers to refit or reprocess any Products. The above warranty shall not apply to any Product that has been refitted or reprocessed. The buyer may ask for materials concerning the installation and application of the Products and for standards related to the Products.
Once cutting or processing of the Products has been commenced, complaints of visual defects shall no longer be permitted. Complaints of impairments inevitable within the current state of technology are also not acceptable.
2.4 在质量、重量、大小、厚度、宽度、装备、图案和/或色彩方面的轻微偏差是行业惯例，应当视为符合质量标准，不构成任何缺陷。 Slight deviations of quality, weight, size, thickness, width, equipment, patterning and color that are trade-customary, permitted by quality standards, shall not constitute any defect.
Merchandise tags and delivery notes shall be submitted whenever warranty claims are asserted.
The products used to repair and replace defective Products shall be taken from the currently manufactured products or the available stock on hand. No products shall be specially manufactured for this purpose. No Products shall be returned without Armstrong’s consent.
The cleaning, maintenance and installation instructions of the Product shall be observed. Such instructions are also available in the Internet under www.armstrong.cn. The buyer confirms that it has fully acknowledged and understood such instructions.
Claims of the buyer against Armstrong shall be non-assignable.
Any price quote as well as any information on inventories and delivery dates shall be non-binding and revocable at any time.
Any orders placed by the buyer shall indicate the name and quantity of the Products and any other requirements or specifications, and buyer shall further ensure that the order shall be made in substantial form as attached in Appendix 2 of this Contract. All orders shall be sealed by the buyer or be signed by an authorized representative of the buyer.
Unless mutually agreed in writing, the buyer's orders for the Products are firm and cannot be canceled. If the order does not meet the requirement under this Contract, or if the Products ordered are not available, or if Armstrong requests change(s) to the order for any other reason, Armstrong has right to modify the order and advise the buyer of the modifications to the order in writing. And it will constitute acceptance by the buyer of the modified order if the buyer raises no objection within two (2) days after receipt of notification of the modifications. If the buyer has financial problems that may affect its ability to pay or may cause delay in payment, Armstrong shall have the right to cease the production and suspend the shipment of the buyer’s order until the buyer provides satisfactory financial guarantees.
An order shall come into effect upon the written confirmation by Armstrong, either in the form of a letter of acceptance, invoice, or other written methods of communication which record the buyer’s order, or by shipment of the Product by Armstrong to buyer.
Unless otherwise agreed by Armstrong, buyer shall make all payments to Armstrong for the Product under the effective order before Armstrong starts to deliver the Product. Or Armstrong has no obligation to deliver the Product. Buyer shall comply with the payments terms and conditions agreed by Armstrong and the buyer.
If the buyer defaults on any payment, Armstrong has right to suspend or cancel any delivery of the Product to the buyer.
The date of delivery set forth in the order shall be consistent with the provisions of price list provided by Armstrong to buyer, and shall become effective upon Armstrong’s acceptance. Buyer agrees that Armstrong shall make reasonable efforts to deliver the Product on the date of delivery set forth in effective order, but all shipping dates are estimated dates only. The time of delivery shall not be of the essence.
Upon receipt of buyer's written request, Armstrong may, at its own discretion, agree to an extension to the date of delivery specified in the effective order, but where buyer fails to take delivery of the Products in accordance with this Contract, Armstrong reserves the right to warehouse the Products at buyer's expense until such time as buyer takes delivery of the Products or to unilaterally terminate the effective order without any obligation to warehouse the Products, dispatch them to a different place of delivery or otherwise dispose of them on buyer's behalf.
If Armstrong cannot deliver the Products within 30 days after the agreed date of delivery, Armstrong shall first notify buyer of its intention to make late delivery. If buyer fails to refuse such late delivery within three (3) days after receipt of Armstrong's above notice, buyer shall be deemed to have accepted such late delivery.
5.4 每一批交货应视为根据本合同确定的一份单独的销售协议，某一次未交货或未按时交货不影响本合同的有效性以及以后依照本合同所作的各批交货。 Each delivery shall be deemed to be a separate agreement of sale in accordance with this Contract of Sale, and failure to make a delivery or failure to make it on the due date will not affect the validity of this Contract and future deliveries under this Contract.
Within 15 days after delivery of the Product, buyer shall inspect the Products and shall make a claim to Armstrong in writing for any damage, flaw, defect or loss (if any) in the quantity or quality of the delivered Products or discrepancy (if any) between the delivered Products and the descriptions and specifications of the corresponding Products in any specific product warranties. If buyer does not make the above claim to Armstrong within 15 days after delivery of the Product, buyer shall be deemed to have recognized and accepted that the delivered Product meets all the requirements under this Contract and effective order.
All claims for damage to the Products in transit must be made to Armstrong and carrier after buyer has notified Armstrong's insurance company of the particulars of the claim.
6. 产品的风险和所有权的转移/TRANSFER OF RISK AND OWNERSHIP IN THE PRODUCTS
All risks of loss of or damage to the Products shall pass to buyer at the time of the delivery of the Products to buyer, buyer's agent, buyer’s representative or the freight forwarder appointed by buyer.
Notwithstanding the buyer has taken possession of the Products, the ownership in the Products shall not pass to the buyer until the full contract price for such Products has been paid by the buyer as well as any taxes applicable to the sale of the Products. Any diminution in the marketable value of the Products howsoever arising after delivery shall be compensated by the buyer.
6.3 买方在此获授权在其向阿姆斯壮付清产品的价款之前按照其正常的业务流程将产品销售给第三方。但是在买方向阿姆斯壮付清产品的全部价款之前，买方不可以将产品设定抵押或质押，也不可以 通过设定担保的形式将产品所有权转移给第三方。买方前述销售产品的权利应当受制于阿姆斯壮的随时撤销权利。
The buyer shall be authorized to sell the Products to third parties in the ordinary course of its business before payment has been made in full by the buyer to Armstrong. The buyer shall neither be permitted to mortgage or pledge the Product nor to transfer ownership by way of security. The buyer’s above authorization to sell the Products shall be subject to revocation by Armstrong at any time.
Buyer assigns in advance to Armstrong any claims which may arise from a resale of the Products to which Armstrong retains title in accordance with Article 6.2 of these General Terms and Conditions of Sale, together with any incidental rights and security interests including bills of exchange and checks, so as to provide Armstrong with security for all claims Armstrong has on buyer as result of the business connection.
Unless otherwise required by the applicable laws or regulations or otherwise agreed by both Parties, the Products shall be packed in accordance with the requirements and practices of the manufacturer of the Product.
8. 产品质量/QUALITY OF THE PRODUCT
Buyer agrees that, unless otherwise explicitly agreed by both Parties in writing, the quality standard of the Product shall be determined by mandatory provisions of the national laws and national standards; the product inspection report (or similar document) provided by Armstrong shall not be treated as the standard of the quality of the Product, it shall only be applicable to the selected product which was sent for inspection.
The quality of samples submitted shall only be deemed to be warranted if such samples have explicitly been identified in writing by Armstrong as quality standard samples. Slight color deviations between the different makings are unavoidable, and buyer agrees to accept slight color deviations.
9. 知识产权/INTELLECTUAL PROPERTY RIGHTS
All Products sold may be resold by buyer only in packages supplied by Armstrong and in no case may any trademark and logo other than those applied by Armstrong be marked on or applied in relation to Products without prior written consent of Armstrong.
No rights or licences are granted under any contract to buyer under any patent, trademark, copyright, registered design or other intellectual property right except the right to use or resell Products.
Any documents issued by Armstrong to buyer at any time containing texts, designs, specification or drawings and all designs and methods of producing Products are confidential and are the property of Armstrong and shall not be copied, reproduced or communicated to any third party by buyer, its employees or agents without the prior written agreement of Armstrong. Title to and copyright in all above documents shall remain the property of Armstrong and such documents, together with all copies must be returned to Armstrong immediately upon request at the cost of buyer.
Buyer shall indemnify Armstrong in full against all other losses, costs, charges or expenses suffered or incurred by Armstrong as a result of any breach of confidentiality or other infringement of the intellectual property rights of Armstrong by buyer howsoever occasioned.
10. 阿姆斯壮责任的限制/ LIMITATION OF ARMSTRONG’S LIABILITIES
In no case shall Seller’s liability to Buyer in respect of the transaction under these General Terms and Conditions, whether individual or cumulative, exceed the price amount paid by Buyer for the product which gives rise to the liability.
11. 适用法律和争议解决/GOVERNING LAW AND DISPUTE RESOLUTION
The Terms and Conditions of Sale shall be governed by the law of the People’s Republic of China, and any dispute of the parties arising hereunder shall be governed by the competent court in the jurisdiction in which Armstrong is registered.