International Terms and Conditions of Sale of Micet Group

1. Applicability of these International Terms and Conditions of Sale

The terms and conditions set out in these International Terms and Conditions of Sale shall form an integral part of all sales contracts.

2. Formation of the Contract of Sale

  1.  A Contract of Sale always requires a written order from the buyer.
  2. We may accept the buyer’s written order with our order confirmation (hereinafter the “Order Confirmation”) within ten (10) calendar days after receipt of the buyer’s order.

3. Applicable Law

  1. The Contract of Sale, in case of any problems, refers to the Agreement on International Trade Law.
  2. Should commercial terms be used the Incoterms® 2020 of the International Chamber of Commerce apply taking into account the provisions stipulated in these International Terms and Conditions of Sale.

4. Specifications of the Goods; Third Party Rights

  1. The goods to be delivered have to conform to the specifications and quality requirements set out in the Order Confirmation. To the extent no specifications or quality requirements are stated in the Order Confirmation, the goods conform with the contract if they conform with the product data sheets applicable to the respective goods. Unless otherwise explicitly agreed to, the goods do not have to conform to any laws or regulations existing outside of China. We make no warranty that the goods are fit for any particular purpose and/or for any purpose for which goods of the same description are usually used for. It is the buyer’s responsibility to check and verify that the goods are fit for the buyer’s intended purpose or actual use. All goods will be done as per proposal and drawings confirmed.
  2. Should the buyer intend to use the goods in circumstances which are unusual or which could entail a particular risk to the safety and health of any person or to the environment, the buyer has to inform us in writing about these intentions before concluding the Contract of Sale.

5. Obligation to Deliver; Passing of Risk

  1. We have to deliver the goods referred to in the Order Confirmation including a packaging that is suitable for the means of transportation.
  2. Delivery has to be made FCA Incoterms 2020 at the place of delivery indicated in the Order Confirmation. We are not obliged to inform the buyer that the goods have been delivered or that the carrier or another person nominated by the buyer has failed to take the goods within the time agreed. If the buyer fails to take delivery, we may (but are not obliged) to contract for carriage on the usual terms at the buyer’s risk and costs.
  3. Adherence to the delivery date respectively the delivery period stated in the Order Confirmation is not of the essence and non-adherence to the delivery date or the delivery period respectively does not constitute a fundamental breach of contract. If delivery periods are agreed to, we reserve the right to determine the exact delivery time within the delivery period.
  4. All delivery dates and delivery periods are dependent upon the buyer performing all of his obligations in due time. In particular, the buyer has to procure or confirm any necessary permits, drawings, etc. and make agreed payments in due time.
  5. We are entitled to make partial deliveries and to invoice these separately.
  6. The passing of risk takes place with delivery in accordance with § 5 sec. 2. Should the buyer fail to take delivery, the risk passes at the time the buyer fails to take delivery.
  7. In addition to our statutory rights we are entitled to suspend the performance of our obligations if there are reasonable indications that the buyer will not perform his obligations under the Contract of Sale, in particular not be able to pay the agreed price in due time.

6. Delivery Notes, Invoice, and Other Documents

  1. We will provide the buyer with a delivery note issued according to our standard.
  2. Generally Micet Group will do FOB, CFR, CIF term, and buyer will be responsible for the shipping, insurance and import customs declaration by themselves, if the buyer need, Micet Group can also do the shipping from China to customer’s country, this can be decided before signing a contract or before shipping.
  3. We will provide the buyer only with such documents explicitly stated on the Order Confirmation.

7. Force Majeure

Any inability to supply as a result of force majeure or other unforeseen incidents outside our responsibility including, without limitation, strike, lockout, diseases, pandemics, acts of public authorities, subsequent cease of export or import opportunities shall, for their duration and in accordance with their impact, relieve us from the obligation to comply with any agreed delivery period and the delivery time as well as any other obligation.

8. Obligation to Pay the Purchase Price

  1. The buyer is obliged to pay the agreed purchase price to the bank account nominated by us. Banking fees accrued locally will be borne by the buyer. The payment shall be made without any deductions and is due for payment on the date or within the time limit as stated on the Order Confirmation. A time limit for payment stated on the Order Confirmation shall be calculated from the date of invoice. In the absence of any payment dates or time limits stated on the Order Confirmation, payment shall be made within 10 calendar days after date of invoice.
  2. Before equipment finish production, Micet Group will notify buyer to prepare balance payment and provide the photos and videos, the balance payment should be paid before the goods leave our factory.

9. Duty of Examination and Notification

  1. Without prejudice to the legal provisions, the buyer is obliged to examine the goods comprehensively in respect of deviations as regards type, quantity, quality and packaging. If necessary, the buyer is obliged to conduct the examination with the help of external third parties.
  2. Notice of non-conformity has to be made within ten (10) calendar days. For very obvious non-conformities, the period for such notification starts with the delivery of the goods, in all other cases after the buyer has discovered the non-conformity or ought to have discovered it. Notice of non-conformity has to be given in writing. The notice of non-conformity has to clearly indicate and describe the non-conformity in such a way that we can take remedial actions.

10. Limitation Period

Without prejudice to claims resulting from a malicious, grossly negligent or intentional conduct as well as claims due to injury of life, body or health, the buyer’s claims in respect of the delivery of new non-conforming goods and new goods with a defect in title become time-barred one (1) year after delivery of the goods. The delivery of substitute goods or the repair of delivered goods does not lead to a restart or suspension of the limitation period.

11. Remedies in Case of Non-conforming Goods and Goods with a Defect in Title; Limitation of Liability

MICET does not cover damage to tanks from unloading of tanks at customer site, damage resulting from improper use of tanks for products other than beer or appropriate beverage, damage from exceeding designed tanks pressure, damage from CIP or cleaning, natural acts of god, usage above and beyond the scope of the design of the tank.
2) In some cases MICET may not honor the warranty if tank or equipment is used outside the intended scope. Party B supplies lifetime maintenance and technical service.

12. Right to use Software; Rights in Documents etc.

We retain all intellectual property rights to all documents, pictures, drawings, etc. (collectively “Documents”) which we have created and/or provided in connection with the performance of our obligations under the Contract of Sale. Such Documents shall belong exclusively to us.

13. Other Provisions

  1. Title of the goods that have been delivered remains with us until all of our claims against the buyer have been settled. The buyer is obliged to take all measures necessary for the protection of our property and ensure that our title is not prejudiced. If this is necessary for a valid reservation of our title, the buyer in particular undertakes to arrange for any necessary entry in the public registers in the country of location of the goods at its own expense.
  2. We are not obliged to perform any obligations not stated in the written Order Confirmation or in these International Terms and Conditions of Sale.
  3. There are no side agreements to the Contract of Sale.
  4. Any amendments to a concluded Contract of Sale require our written confirmation, duly approved by signature.
  5. The buyer is not entitled to assign his rights and obligations against us to a third party.
  6. All communications, declarations, notices, etc. (hereinafter collectively “Notices”) are to be drawn up exclusively in English. Notices by means of fax or email fulfill the requirement of being in writing. A signature is not required unless these International Terms and Conditions of Sale explicitly require a signature.