Sales Terms

1. Definitions
1.1 In these Conditions, unless the context requires otherwise:

• “Acknowledgment” means the confirmation that ZD Cable provides to the Buyer regarding the Buyer’s order to purchase Goods.
• “Buyer” means the party to whom ZD Cable agrees to supply the Goods.
• “Company” means ZD Cable, a company registered in Zhengzhou, Henan, China, with its registered office at Zhengzhou, Henan, China.
• “Conditions” means these terms and conditions of sale, along with any additional terms or conditions that a Quotation specifies for the Goods, which an Acknowledgment’s terms may modify.
• “Contract” means each agreement that ZD Cable forms with the Buyer for the sale of Goods to the Buyer.
• “Goods” means all products that ZD Cable supplies to the Buyer.
• “Quotation” means a price quote that ZD Cable provides to the Buyer for the Goods.

2. Application of Conditions
2.1 These Conditions will apply to all sales of Goods by ZD Cable to the Buyer, excluding all other terms and conditions, including any that the Buyer attempts to apply through a purchase order, confirmation of order, or similar document.
2.2 No Quotation, advertisement, or issue of a catalog by ZD Cable will constitute an offer to sell any Goods to the Buyer or to any other person.
2.3 All orders for Goods that the Buyer submits to ZD Cable will be considered an offer by the Buyer to purchase Goods under these Conditions, and ZD Cable will not accept them unless and until ZD Cable delivers an Acknowledgment to the Buyer for that order or delivers the Goods, and then only under the terms of the Contract.
2.4 Any order form that the Buyer sends to ZD Cable and that ZD Cable accepts will not mean acceptance of any terms or conditions in that order form, but will, once ZD Cable accepts it under clause 2.3, form an individual and legally binding contract between ZD Cable and the Buyer that is subject only to these Conditions.
2.5 These Conditions will apply to each order that the Buyer places for successive deliveries of Goods, and ZD Cable will treat each such order as an individual and legally binding contract between ZD Cable and the Buyer for the purchase of Goods. Any disputes that arise from or relate to the delivery of any Goods under a Contract between the Buyer and ZD Cable will not impact the Buyer’s obligations to ZD Cable under any other individual contract, including any other Contract.
2.6 Any attempted variation to these Conditions or the terms of any Contract by the Buyer will be ineffective unless ZD Cable agrees to it in writing and an authorized representative of ZD Cable signs it.

3. Alteration
3.1 ZD Cable reserves the right to amend these Conditions from time to time by providing written notice of such alteration to the Buyer, and such amended Conditions will apply to each order for the purchase of Goods that the Buyer submits after ZD Cable gives that notice.
3.2 ZD Cable reserves the right to make improvements or non-material modifications to any Goods or to any part of the Goods.

4. Price
4.1 The price of the Goods is the price that the Buyer and ZD Cable agree upon as specified in the Quotation or Acknowledgment, or, if no price is specified, the price that ZD Cable’s then-current price list sets as of the date the Buyer submits the order for such Goods (errors and omissions excepted).
4.2 Notwithstanding clause 4.1, ZD Cable reserves the right, at any time before delivery, to increase the price of the Goods to reflect any increase in costs to ZD Cable that results from any factor beyond ZD Cable’s control (including, without limitation, any increase in the costs of labor or materials, the increase or imposition of any tax, duty, or levy, or any variation in applicable exchange rates).
4.3 Unless the Acknowledgment states otherwise, ZD Cable quotes all prices in GBP, and ZD Cable quotes them exclusive of United Kingdom value-added tax, which the Buyer will pay in addition (where applicable).
4.4 Unless the Quotation states otherwise, ZD Cable quotes all prices exclusive of any import duties and any other local taxes and/or applicable duties or levies, which the Buyer will pay.

5. Rescheduling and Cancellations
5.1 Subject to clause 5.2, the Buyer may request changes to the date or place of dispatch of all or some of the Goods no later than 48 hours prior to the agreed time of dispatch of those Goods, and in that case, the Buyer will be liable to pay ZD Cable a rescheduling charge that ZD Cable determines to cover all of ZD Cable’s costs and expenses that result from such rescheduling.
5.2 Once the Buyer has placed an order, the Buyer may not cancel or vary that order (whether in whole or in part) unless ZD Cable agrees to it in writing.
5.3 ZD Cable reserves the right to cancel an order or to request payment prior to dispatch of the Goods if the credit status of the Buyer changes following the Acknowledgment of the Buyer’s purchase order.

6. Payment
6.1 Unless the parties agree otherwise in writing:

• ZD Cable will issue an invoice for each delivery of Goods prior to dispatch from ZD Cable’s premises; and the Buyer must pay the amount of that invoice in full and in cleared funds and/or obtain a letter of credit in favor of ZD Cable on terms that ZD Cable accepts (at its absolute discretion) prior to and as a condition of the dispatch of the Goods.

6.2 ZD Cable will treat each invoice as a separate account.
6.3 ZD Cable will not issue statements unless the Buyer specifically requests them.
6.4 Where ZD Cable has agreed that the Buyer may make payment of the invoice for Goods after delivery of the Goods, and unless otherwise agreed in writing:

• the Buyer must pay the full amount of each invoice within 30 days of the date of the invoice;
• if the Buyer fails to pay the amount of any invoice when it is due, ZD Cable may (without prejudice to any other right or remedy available to ZD Cable): charge the Buyer interest on the amount outstanding at the rate of 4 percent per annum above the base lending rate for the time being of HSBC Bank plc, with the interest accruing daily from the date payment becomes due until the date ZD Cable receives payment in full; charge the Buyer for any external or internal costs or expenses that ZD Cable incurs in relation to the recovery of the outstanding amount; suspend or cancel further deliveries of Goods under any Contract with the Buyer; and/or alter the terms of payment (including, for example, requiring payment in advance or by letter of credit or similar instrument) in respect of future deliveries and/or orders.

6.5 The Buyer must pay all payments under any Contract in full without any set-off or counterclaim and free from any deduction or withholding whatsoever (except as required by law), in accordance with any instructions on the applicable invoice.

7. Delivery
7.1 Unless the parties agree otherwise in writing, ZD Cable will make delivery of the Goods as follows: ZD Cable will deliver the Goods to the address that the Quotation specifies; or if no such address is specified, ZD Cable will deliver the Goods to the Buyer’s registered address or any other usual premises of the Buyer, in each case, according to the Incoterms that the Quotation sets out or as otherwise agreed in writing.
7.2 Unless the parties agree otherwise in writing, the Buyer will be liable for all costs and expenses of delivery, including (without limitation) the cost of any special delivery requirements and the cost of insurance. ZD Cable reserves the right to make an additional charge, for which the Buyer will be liable, to cover any increase in transport costs that occurs prior to delivery.
7.3 ZD Cable gives any estimated timeframe for delivery in good faith, but for the avoidance of doubt, that timeframe is an estimate only and is not of the essence of any Contract. ZD Cable will not be liable for any costs, losses, liabilities, or damages of any kind that arise directly or indirectly out of any delay or failure to deliver the Goods by the estimated delivery date or time.
7.4 Without prejudice to clause 7.3, ZD Cable will use reasonable endeavors to advise the Buyer of any material delay in delivery.
7.5 If the Buyer fails to take delivery of the Goods or fails to give ZD Cable adequate delivery instructions at the time stated for delivery, then (without prejudice to any other right or remedy available to ZD Cable) ZD Cable may: if ZD Cable has not already done so, invoice the Buyer for the full price of the Goods, store the Goods until actual delivery, and charge the Buyer for the cost (including insurance) of storage; or sell the Goods at the best price readily obtainable and, after deducting all storage and selling expenses, charge the Buyer for any shortfall between the proceeds received and the price for the Goods under the Contract.

8. Part Delivery
8.1 If ZD Cable delivers the Goods by installment, then no defect in any Goods that ZD Cable delivers in any installment or any failure to deliver an installment will serve as grounds for cancellation of the remainder of the installments under the relevant Contract, and the Buyer must accept delivery of such installments.

9. Acceptance
9.1 The Buyer must make any claim for loss or damage that is apparent on inspection or for non-delivery in writing within six days of the earlier of delivery or receipt of ZD Cable’s invoice. In the case of damage, that notice must contain full particulars of the alleged damage. If the Buyer does not make such a claim within that time frame, the Buyer will be deemed to have accepted the Goods as delivered.

10. Packaging
10.1 Unless the parties agree otherwise in writing, ZD Cable will package all Goods in accordance with ZD Cable’s standard practice.
10.2 The Buyer must meet the cost of any special packaging that the Buyer requires or that ZD Cable deems necessary due to any special delivery requirements.

11. Risk
11.1 The risk of loss, damage, or destruction of the Goods will pass to the Buyer upon delivery of the Goods in accordance with clause 7.1.

12. Title
12.1 Notwithstanding clause 11.1, title and property in the Goods, including full legal and beneficial ownership, will not pass to the Buyer until ZD Cable has received in cash or cleared funds payment in full for such Goods as well as all other Goods delivered to the Buyer under each Contract, including the amount of any interest or other sum payable under the terms of any Contract .
12.2 Until title and property in the Goods transfers to the Buyer in accordance with clause 12.1:
(a) the Buyer must hold the Goods, on a fiduciary basis as ZD Cable’s bailee, in safe custody, separate from any goods which are the property of the Buyer or any third party, and the Buyer must properly store and protect the Goods in such a way that they are readily identifiable as belonging to ZD Cable;
(b) the Buyer must insure the Goods against all risks for their full price from the date of delivery; and
(c) the Buyer will not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods, provided that the Buyer may resell the Goods or use the Goods in the ordinary course of its business.
12.3 If the Buyer breaches its obligations under clause 12.2, then all moneys owing by the Buyer to ZD Cable will become immediately due and payable.
12.4 ZD Cable may at any time require the Buyer to deliver up the Goods to which ZD Cable has retained title, and if the Buyer fails to do so, ZD Cable may enter upon any premises of the Buyer where the Goods are stored to repossess and resell any Goods. The Buyer hereby waives any right to claim from ZD Cable damages caused to the Buyer’s premises, business or reputation, and/or any lost profits or business however arising as a result of ZD Cable’s entry onto the Buyer’s premises for the purposes of repossessing the Goods.
12.5 ZD Cable’s consent to the Buyer’s possession of the Goods and any right the Buyer may have to possession of the Goods will cease:
(a) if any sum owed by the Buyer to ZD Cable (whether in respect of the Goods or otherwise) is not paid to ZD Cable when it is due; or
(b) upon the happening of any of the events set out in clause 16.1(b).
12.6 ZD Cable is entitled to bring an action against the Buyer for the price of the Goods in the event of non-payment by the Buyer by the due date, even though property in the Goods has not passed to the Buyer and/or ZD Cable has the right by notice to the Buyer at any time after delivery to pass property in the Goods to the Buyer as from the date of such notice.
12.7 The exercise of any of ZD Cable’s rights under this clause 12 will be without prejudice to any other rights ZD Cable may have whether under the Conditions, any Contract, or at law.

13. Warranties
13.1 Any warranties set out in the Conditions or implied by law are for the benefit of the Buyer of the Goods only, and the Buyer cannot transfer or assign these warranties.
13.2 ZD Cable warrants to the Buyer that:
(a) ZD Cable has full and valid title to the Goods; and
(b) the Goods at the time of delivery will be free from defects in material and workmanship to the extent required to satisfy the condition of “satisfactory quality” as defined in the Sale of Goods Act 1979 (as amended), and the Goods will be materially in accordance with specifications provided by the manufacturer of the Goods or as otherwise agreed in writing.
13.3 Unless the parties agree otherwise in writing, ZD Cable’s warranty obligation for the Goods will continue for a period of 1 year (“Warranty Period”) from the date of the sales invoice.
13.4 ZD Cable hereby assigns to the Buyer (by way of a present assignment of future rights) the benefit of those warranties in respect of the Goods that the manufacturers of such Goods made to ZD Cable (“Manufacturers’ Warranties”), to the extent that the Manufacturers’ Warranties are assignable to the Buyer.
13.5 ZD Cable gives no other warranties, and no other terms or conditions will apply in respect of the Goods other than those warranties as set out in clause 13.2 and the benefit of the Manufacturers’ Warranties, which warranties are exclusive and in lieu of all other warranties, terms, and conditions in respect of quality, fitness for a purpose, or of any other type, whether express or implied.
13.6 If the Buyer makes a valid claim within the Warranty Period for breach of warranty under this clause, ZD Cable will have the right to inspect and test the allegedly defective Goods. In the event that any Goods or any part of them are found to be (and agreed by ZD Cable to be) materially defective, ZD Cable may, at its option:
(a) refund the price paid by the Buyer for the defective Goods;
(b) replace the whole or such part of the Goods supplied as ZD Cable may in its sole discretion deem reasonable in order to repair the defect; or
(c) in respect of a breach of any Manufacturers’ Warranties, require the Buyer to approach the relevant Manufacturer directly in respect of an appropriate remedy. Any remedy that ZD Cable provides to the Buyer in respect of a breach of warranty under this clause 13.5 will be the Buyer’s sole remedy against ZD Cable for the breach of such warranty.
13.7 Notwithstanding the warranties given under this clause 13, ZD Cable will not be liable to the Buyer in respect of any defects that have occurred as a result of:
(a) misuse of the Goods or negligence on the part of any person other than ZD Cable;
(b) loss or theft of the Goods or any part of them;
(c) damage from any cause other than negligence by ZD Cable or ZD Cable’s personnel;
(d) unauthorized modification, alterations, or repair of any of the Goods; or
(e) fair wear and tear.
13.8 In the event that ZD Cable chooses to replace or refund the Goods, the Buyer must permit ZD Cable to retake possession of the Goods originally delivered, and ZD Cable will use reasonable endeavors to deliver replacement Goods or process the refund within a reasonable time. The Buyer must accept the replacement Goods in substitution for the Goods replaced.

14. Limitation of Liability
14.1 Nothing in the Conditions excludes or restricts ZD Cable’s liability for death or personal injury of the Buyer resulting from ZD Cable’s negligence or from its fraudulent misrepresentation.
14.2 Subject to clause 14.1, ZD Cable will not be liable to the Buyer, whether in contract, in tort (including for negligence or breach of statutory duty) or otherwise, and irrespective of cause, for:
(a) any loss of profit, business, contracts, revenues or anticipated savings suffered by the Buyer (in each case, whether direct or indirect); or
(b) any special, indirect or consequential loss of any nature whatsoever suffered by the Buyer.
14.3 Subject to clause 14.1, ZD Cable’s aggregate liability to the Buyer arising out of any Contract, whether in respect of defective Goods or otherwise, and whether such liability arises in contract, in tort (including for negligence or breach of statutory duty) or otherwise, will be limited in all circumstances to the price of the Goods as specified in the invoice to which the Contract relates.

15. Force Majeure
15.1 ZD Cable will not be liable to the Buyer for any delay in or failure to perform its obligations under any Contract where such delay or failure results from an Act of God, fire, accident, war, terrorism, rebellion, riot, sabotage, official strike, lock-outs or official labor disputes, inability to obtain energy or suitable components, material, equipment, transportation services or any other causes beyond ZD Cable’s reasonable control.

16. Termination
16.1 ZD Cable may terminate any Contract immediately by notice in writing to the Buyer, in addition to and without prejudice to the rights conferred on ZD Cable by the Conditions, if:
(a) the Buyer commits a breach of the Conditions and, if such breach is capable of remedy, fails to remedy such breach within five days of notice from ZD Cable requesting that the Buyer remedy the breach; or
(b) any of the following events occur:
(i) the Buyer becomes unable to pay its debts as they fall due, or the value of the Buyer’s assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities;
(ii) ZD Cable learns that a statutory demand is served on the Buyer, a receiver is appointed for the Buyer, or any insolvency procedure under the Insolvency Act 1986 is instituted or occurs, or notice of intention to institute such a procedure is given;
(iii) in respect of the Buyer, any order is made for or there occur proceedings constituting main proceedings in any member state of the European Union; or
(iv) any analogous demand, appointment, or procedure is instituted or occurs in relation to the Buyer elsewhere than in England or Wales.
16.2 In the event that ZD Cable terminates a Contract in accordance with clause 16.1, all sums due from the Buyer to ZD Cable in respect of all Goods supplied by ZD Cable to the Buyer will become immediately due and payable, and ZD Cable will be entitled, without prejudice to any other rights and remedies and without any liability whatsoever, to serve notice in writing to the Buyer and thereby suspend or cancel all deliveries of Goods to the Buyer under any Contract.

17. Intellectual Property Rights
17.1 The Buyer acknowledges that any patent, copyright, design, trademark or other industrial or intellectual property rights in relation to the Goods in which ZD Cable or the respective manufacturer, developer or third party has an interest will at all times and for all purposes vest and remain vested in ZD Cable or such manufacturer, developer or third party, and the Buyer will not acquire any such rights.
17.2 If any allegation of infringement of patent rights, copyright or design rights arises in respect of the Goods, or if ZD Cable reasonably believes that such an allegation is likely to arise, then ZD Cable may, at its option and at its own expense:
(a) modify or replace the Goods to avoid the infringement;
(b) procure for the Buyer the right to continue using the Goods; or
(c) repurchase the Goods at the price that the Buyer paid.

18. Technical Advice, Assistance, Product Information and Recommendations
18.1 ZD Cable may, at the request of the Buyer, furnish technical advice, assistance, or recommendations with reference to the use of Goods, but ZD Cable is not obliged to do so, and the Buyer accepts any such advice, assistance, or recommendations at the Buyer’s sole risk, so ZD Cable will not be liable for any loss, damage, costs, or claims that arise from such advice, assistance, or recommendations.
18.2 ZD Cable designs any advice that ZD Cable gives or any recommendation that ZD Cable makes solely to assist the Buyer in identifying Goods that ZD Cable offers for sale and that meet the Buyer’s requirements, which the Buyer must determine based solely on the Buyer’s own judgment, and under no circumstances can the Buyer rely on such advice or recommendation, nor will ZD Cable be liable for any consequences if the Buyer relies on it.
18.3 ZD Cable is not liable for any inadequacies, inaccuracies, or other deficiencies in any drawing, specification, or other information that the Buyer provides to ZD Cable.
18.4 ZD Cable provides any information that ZD Cable publishes on ZD Cable’s website (being https://www.hnzdcable.com or any other website that ZD Cable uses from time to time) or through product datasheets for convenience and for information purposes only, and both the information and the products to which such information refers are subject to change without notice, so ZD Cable gives no representations or warranties, either express or implied, as to the reliability, accuracy, or completeness of such information.
18.5 The Buyer must not rely on any information that the Website displays or that product datasheets contain but must use the Buyer’s own skill and judgment to ascertain whether any product is of a suitable nature for the Buyer’s needs and purposes and how the Buyer is to use such product.

19. General
19.1 The headings in these Conditions are for reference only and do not affect their interpretation.
19.2 No delay by ZD Cable in enforcing its rights will prejudice or restrict ZD Cable’s rights, and no waiver of any such rights or of any breach of any contractual terms will constitute a waiver of any other right or any other breach.
19.3 The Buyer may not assign any of its rights or benefits under any Contract without the prior written consent of ZD Cable.
19.4 In the event that any of the Conditions is judged illegal or unenforceable for any reason, such conditions (or the appropriate part thereof) will be deleted, and the remaining provisions will continue in full force and effect.
19.5 Any notice that a party gives under the Conditions must be in writing and in English, and must be served by leaving such notice at or by sending such notice by facsimile or by first-class recorded delivery post or by air-mail to the business address of the relevant party, and any notice so served will be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) if sent by first-class recorded delivery post, 48 hours after the date of posting; (c) if sent by air-mail, 96 hours after the date of posting; and (d) if sent by facsimile, if the notice was sent during the business hours of the addressee, on the day of transmission, and otherwise on the next following business day. For the purposes of this clause 19.5, “business hours” and “business day” mean the hours of 9 a.m. to 5 p.m. local time in the United Kingdom, and in proving that any notice or document was given or served, it will be necessary only to prove that the same was properly addressed and posted or faxed.
19.6 The Conditions, any Contract between ZD Cable and the Buyer, and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, will be governed by and construed in accordance with the laws of England.
19.7 ZD Cable and the Buyer each irrevocably agree, for the sole benefit of ZD Cable, that (subject to clause 19.8) the English Courts will have exclusive jurisdiction over any dispute or claim arising out of or in connection with the Conditions or any Contract between ZD Cable and the Buyer or their subject matter or formation (including non-contractual disputes or claims).
19.8 Nothing in clause 19.7 will limit the right of ZD Cable to take proceedings against the Buyer in any other court of competent jurisdiction, nor will the taking of proceedings by ZD Cable in any one or more jurisdictions preclude ZD Cable from taking proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
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