- ACCEPTANCE OF TERMS
Erbium Technology (ERDI) processes orders via mail, phone, fax, or email. All orders are subject to ERDI's approval. To place an order, provide a Purchase Order Number and specify ERDI product numbers or any unique requirements. Phone orders necessitate a hard copy Purchase Order for verification. A submitted Purchase Order indicates acceptance of ERDI's Terms and Conditions of Sale, as detailed herein and in any offered Quotation.
THESE TERMS AND CONDITIONS OF SALE FORM THE EXCLUSIVE AGREEMENT BETWEEN THE BUYER AND ERDI.
- PRODUCT SPECIFICATIONS
ERDI catalog, literature, or written quotations aim to provide accurate specifications. ERDI, however, retains the right to modify these specifications and does not guarantee its products' suitability for every specific purpose.
- PRODUCT MODIFICATIONS AND SUBSTITUTIONS
ERDI reserves the right to alter its products without prior notification. These modifications may apply to already delivered products, and the most updated product will be dispatched to the buyer, superseding catalog descriptions.
- BUYER MODIFICATIONS TO ORDERS OR SPECIFICATIONS
Changes to custom or option configured products, or standard products through singular or multiple orders, including modifications to product specifications, necessitate prior written approval from ERDI. Change requests should reach ERDI at least thirty (30) days before the scheduled shipment date. ERDI reserves the right to adjust prices and delivery dates for the products in the event of order or product specification changes. Buyers are accountable for all costs related to these changes, including raw materials, work in progress, and finished goods inventory affected by the change.
- ORDER CANCELLATION
Cancellation of any order for custom or option configured products, or for standard products through singular or multiple orders, necessitates prior written approval from ERDI, solely at their discretion. If approved, the Buyer is responsible for all costs linked with the cancellation, including burdened costs of raw materials, work in progress, and finished goods inventory affected by the cancellation. ERDI will make reasonable efforts to minimize cancellation costs. The maximum liability of the Buyer for cancelled products shall not exceed the contract price.
- PRICING
Catalog prices are subject to change without prior notification. Custom prices may change with a five days' notice. Silence on a price change on a custom order after notice signifies acceptance of the new price. Prices are FOB China and exclude freight, duty, and insurance fees. Prices quoted exclude any federal, state, or local taxes, and the buyer consents to pay such taxes. Quoted prices are valid for 30 days unless stated otherwise.
- DELIVERY
ERDI will guarantee proper packaging and dispatch orders to customers via the chosen method unless specified differently in the Buyer's Purchase Order. After accepting an order, ERDI will provide an estimated delivery date and endeavor to adhere to it. ERDI does not assume liability for any consequential damage caused by late delivery. If delivery delay is anticipated, ERDI will inform the Buyer. ERDI reserves the right to dispatch early or reschedule unless otherwise instructed by the Buyer.
- PAYMENT TERMS
China: Unless specified differently, all payments are due within 30 days from the invoice date. ERDI accepts payment via C.O.D, check, or an established account. International Orders: Orders for delivery outside China must be fully prepaid in CNY&US dollars through wire transfer or an irrevocable letter of credit issued by a bank. Payments must include all associated costs. The letter of credit must be valid for 90 days.
- WARRANTIES
At ERDI TECH LTD, we are committed to delivering reliable products and services to our customers. All our manufactured products undergo rigorous testing and 100% traceability before delivery, ensuring their quality and dependability. In the unlikely event of a product defect, we offer repair and replacement services withinthe warranty period.
Stock Products: Our stock products are guaranteed to meet or exceed the specified specifications and be free from defects in material or workmanship. This warranty is valid for one year from the invoice date and is subject to the Return Policy outlined in our Terms and Conditions.
Custom Products: Specially manufactured or custom products are warranted to be free from manufacturing defects and to meet the written specifications provided by the customer. This warranty is valid for one year from the invoice date and is subject to the Return Policy stated in our Terms and Conditions. Our obligations under these warranties are limited to replacement, repair, or providing a credit against future purchases equal to the purchase price of the defective product. We are not liable for any incidental or consequential damages or costs incurred by the buyer. These remedies are the sole and exclusive remedies for any breach of warranties under this contract. This Standard Warranty does not cover products that show evidence of damage resulting from abuse, misuse, mishandling, alteration, improper installation or application, or any other causes beyond the control of ERDI.
- RETURN POLICY
If a buyer believes that a product is defective or does not meet ERDI's stated specifications, they should notify ERDI within 30 days of the invoice date and return the goods within 60 days of the invoice date. Prior to returning the product, the buyer must obtain a RETURN AUTHORIZATION MATERIAL NUMBER (RMA) from ERDI. No product will be processed without an RMA. The buyer should carefully pack the product and return it to ERDI with prepaid freight, along with the RMA Request Form. The returned product must be in its original packaging and free of any shipping-related defects or damage. If ERDI determines that the product does not meet the specifications outlined in paragraph 7 for stock products, ERDI will, at its sole discretion, either refund the purchase price, repair the defect, or replace the product. Unauthorized merchandise will not be accepted. Acceptable returned goods may be subject to a restocking charge. Special ordered, obsolete, or custom fabricated items are non-returnable.
- INTELLECTUAL PROPRIETARY RIGHTS
All Intellectual Property Rights worldwide, including, but not limited to, patentable inventions (whether applied for or not), patents, patent rights, copyrights, works of authorship, moral rights, trademarks, service marks, trade names, trade dress, trade secrets, and all applications and registrations of the aforementioned resulting from the performance of these Terms of Sale, which are conceived, developed, discovered, or reduced to practice by ERDI, shall be the exclusive property of ERDI. Specifically, ERDI shall exclusively own all rights, title, and interest in the Products, as well as any inventions, works of authorship, layouts, know-how, ideas, or information discovered, developed, made, conceived, or reduced to practice by ERDI during the course of performing these Terms of Sale.
- LIABILITY
ERDI's liability for any claim, whether based on breach of contract, negligence, infringement of any rights of any party, or product liability, relating to the products shall not exceed the price paid by the buyer for such products. In no event will ERDI be liable for any special, incidental or consequential damages (including loss of use, loss of profit and claims of third parties) however caused, whether by the negligence of ERDI or otherwise.
- GOVERNING LAW
This Agreement and all sales hereunder shall be governed by and interpreted in accordance with the laws of China. The courts of China shall have jurisdiction over all disputes arising under this Agreement.
- CHANGES TO TERMS AND CONDITIONS
ERDI reserves the right to modify or update these Terms and Conditions at any time without prior notice. It is recommended that customers check our website regularly for any changes. The continued use of our website and ordering of products after any such modifications constitutes your acceptance of such changes.
- FORCE MAJEURE
ERDI shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to, acts of God, natural disasters, wars, civil disturbances, labor disputes, government actions, interruptions of transportation or communications, power outage, or malfunction of equipment or software.
- EXPORT COMPLIANCE
Products purchased or received under these terms and conditions shall be subject to export laws, restrictions, regulations or orders of China. The Buyer agrees to comply with all applicable export laws and restrictions and regulations of China or foreign agencies or authorities, and not to export, or allow the export or re-export of any product in violation of any such restrictions, laws or regulations.
- DISPUTE RESOLUTION
All disputes arising out of or in connection with these Terms and Conditions, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with the CIETAC’s arbitration rules in effect at the time of applying for arbitration. The arbitral decisions are final and binding upon both parties.
- ENTIRE AGREEMENT
These Terms and Conditions and any additional or supplementary document incorporated by reference in these Terms and Conditions, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations, and agreements of the parties.
- APPLICABLE LAW
These Terms and Conditions and any dispute arising from the performance or breach hereof shall be governed by and construed and enforced in accordance with the laws of the People's Republic of China, without reference to its conflicts or choice of law principles.
- LIMITATION OF LIABILITY
ERDI's liability on any claim for loss or damage arising out of this agreement or from the performance or breach thereof or connected with any products supplied hereunder, or the sale, resale, operation, or use of products, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such products or part thereof involved in the claim, REGARDLESS OF CAUSE OR FAULT. This limitation of liability reflects a deliberate and bargained-for allocation of risks between ERDI and Buyer and constitutes the basis of the parties’ bargain, without which ERDI would not have agreed to the price or terms of this agreement.
ERDI shall not under any circumstances be liable for any labor charges without its prior written consent. ERDI SHALL NOT IN ANY EVENT BE LIABLE whether as a result of breach of contract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue, loss of use of products or any associated equipment, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Buyer for such damages. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer will indemnify defend and hold ERDI harmless from and against any and all liability and costs arising out of or in connection with such transfer or lease.
- NON-WAIVER OF DEFAULT
In the event of any default by Buyer, ERDI may decline to make further shipments. If ERDI elects to continue to make shipments, ERDI's action shall not constitute a waiver of any default by Buyer or in any way affect ERDI's legal remedies for any such default.
- ASSIGNMENT
Buyer may not assign its rights or obligations hereunder without the express prior written consent of ERDI.
- PRIVACY POLICY
ERDI respects your privacy and is committed to protect the personal information that you share with us. Generally, you can browse through our website without giving us any information about yourself. We collect personal information that you voluntarily provide to us, including name, company name, address, phone number, email address, and other information about your business as necessary.
- MODIFICATION
ERDI reserves the right to modify these Terms and Conditions at any time, effective upon posting of an updated version on this website. You are responsible for regularly reviewing these Terms and Conditions. Continued use of our services after any such changes shall constitute your consent to such changes.
These Terms and Conditions constitute the entire agreement between ERDI and the Buyer with respect to the subject matter herein. No waiver, consent, modification, amendment, or change of the terms contained herein shall be binding unless in writing and signed by ERDI and the Buyer. These Terms and Conditions supersede all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof.
INDEMNIFICATION
Buyer shall defend, indemnify and hold harmless ERDI, its affiliates and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees), arising from:
- Buyer's negligence or misconduct;
- (ii) Buyer's breach of any terms of this agreement;
- Buyer's violation of any third-party right, including without limitation any copyright, property, or privacy right;
- any claim that Buyer's use caused damage to a third party.
INDEPENDENT CONTRACTORS
The relationship of ERDI and the Buyer established by this agreement is that of independent contractors, and nothing contained in this agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Buyer to create or assume any obligation on behalf of ERDI for any purpose whatsoever.
SEVERABILITY
If any provision of this agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provisions of this agreement, and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained here.
These additions should ensure a comprehensive coverage of all potential legal and commercial issues between ERDI and its buyers. As always, these provisions should be reviewed by a legal professional to ensure they are in line with your specific business needs and compliant with your local jurisdiction's laws.
TORCE MAJEURE
ERDI shall not be liable for any delay or failure to perform any of its obligations under these Terms and Conditions if such delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, pandemic, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and ERDI shall be entitled to a reasonable extension of its obligations after notifying the Buyer of the nature and extent of such events.