通用條款

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北京菲斯曼供熱技術有限公司
Viessmann Heating Technology Beijing Co., Ltd
銷售 及 服 務通 用 條 款
General Terms and Conditions for Sales and Services


1. 定義 Definitions

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在本通用條款中,除非上下文內容另行規定,下列詞語具有下述含義:

In these General Terms Scope of Applicationand Conditions, unless the context provides otherwise, the following terms shall bear the meanings assigned thereto:

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菲斯曼?指北京菲斯曼供熱技術有限公司。

"Viessmann" means Viessmann Heating Technology Beijing Co., Ltd.

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買方?指接受菲斯曼就合同產品的銷售作出的書面或口頭報價,或其合同產品訂單被菲斯曼接受的一方。

"Buyer" means the party who accepts the written or oral quotation for the Products provided by Viessmann or the party whose order for the Products is accepted by
Viesssmann.

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銷售合同?指有關菲斯曼向買方銷售合同產品的合同或標準報價單或買方向菲斯曼發出的訂單。

"Sales Contract" means the contract, standard quotation form, or order from the
Buyer to Viessmann for the purpose of Viessmann’s supply of the Products to the
Buyer.

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合同產品?指構成銷售合同標的任何產品,包括該產品的附件或備品備件或相關服務。

"Products" means such product that constitutes the subject matter of the Sales Contract,
including accessories or spare parts of such product and relevant services.

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合同價格?指合同產品(及根據銷售合同提供的任何服務)的價格。

"Contract Price" means the price of the Product (and any service to be provided
under the Sales Contract).

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2. 適用范圍 Scope of application

銷售合同適用于買方向菲斯曼購買供熱產品,附件,備品備件及相關服務。
The Sales Contract applies to the boilers, storage-type electric water heaters, accessories, spare parts and relevant services which the Buyer purchases from Viessmann.


3. 稅款 Taxes


因供應合同產品發生的所有稅款及其他費用應由買方支付。如果基于雙方達成的特殊安排,由菲斯曼代買方支付了該等稅款或費用,則買方有義務在約定時間內向菲斯曼償還該等墊付的金額。

The Buyer shall defray all taxes and other fees incurred by the supply of the Products. In the event that subject to special arrangement Viessmann pays the said taxes and fees on behalf of the Buyer, the Buyer shall refund Viessmann the taxes and fees defrayed within the agreed time limit

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4. 檢驗及測試 Inspection and Testing


在合同產品的生產期間及制造完成時,合同產品應按照菲斯曼內部的相關制度進行必要的檢驗和測試。

During manufacture and on completion, the Products shall be inspected and tested by Viessmann in accordance with its relevant internal guidelines.


根據中國法律法規及監管部門發布的政策關于合同產品檢驗及測試方面的要求,菲斯曼將盡合理的努力確保合同產品達到該等檢驗及測試要求。買方在驗收菲斯曼交付的合同產品之前,可以要求核查合同產品達到前述檢驗及測試要求的相關文件,如買方未提出該等要求,則應視為買方放棄日后可能就此提出任何主張的權利。

According to the inspection and testing requirements that may be stipulated by the Chinese laws and regulations and governmental policies, Viessmann will make reasonable efforts to ensure that the Products satisfy the said requirements. Prior to accepting the Products delivered by Viessmann, the Buyer may request to review the relevant documents evidencing that the Products satisfy the aforementioned inspection and testing requirements. If the Buyer fails to raise such request, it shall be deemed as having waived its right to raise any claims in this respect.

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5. 合同款項的支付 Payment of Contract Price


合同產品的相應貨款應當按照雙方在銷售合同中約定的方式和進度支付。買方應承擔因貨款支付發生的銀行費用及融資費用等費用。如買方延遲支付貨款,則買方應當按照每月2%的利率就未支付部分向菲斯曼作出賠償。

The payment of the Contract Price shall be made in accordance with the manner and schedule provided in the Sales Contract. The Buyer shall defray any bank charges levied on payment, financing expenses, or others. In the event that the Buyer delays in payment, interest will be charged on overdue payment at the rate of 2% per commenced month.

6. 交付與驗收 Delivery and Acceptance


菲斯曼將按照銷售合同規定的交付期限和交付地點交付合同產品,前提是買方滿足了合同項下所有的前提條件。如果買方應滿足的一項或多項條件存在遲延,則菲斯曼的交付時間應當相應地予以順延。菲斯曼有權在上述交付期限內分批交付合同產品,合同產品如分批交付,菲斯曼就任何一批或多批合同產品遲延交付或未交付,或買方就任何一批或多批合同產品未能收取、不收取或拒絕接受,均不應使有關先前交付的合同產品或以后尚未交付的合同產品的銷售合同無效。

Subject to the Buyer’s due fulfillment of all the conditions agreed upon under the Sales Contract, Viessmann shall deliver the Products in accordance with the period and place stipulated in the Sales Contract. In the event that the fulfillment of one or more of the said conditions is delayed on the part of the Buyer, the specified period of delivery shall be extended correspondingly. Viessmann is entitled to deliver the Products by installments within the said period of delivery. When the Products are delivered by installments, Viessmann’s failure to deliver one or more installments or the Buyer’s failure or refusal to accept one or more installments shall not void the parts of the Sales Contract according to which certain installments of Products have been delivered or are to be delivered.


菲斯曼將合同產品運至銷售合同中規定的交付地點并經買方簽收后即視為交付。買方應指定專人簽收合同產品,并在合同產品送達交付地點之前向菲斯曼提供買方授權簽收人的簽字樣及簽收時授權使用的印章式樣的原件,否則菲斯曼有權將交付期限推遲至買方提供上述材料之日。

When Viessmann delivers the Products to the place of delivery stipulated in the Sales Contract and the Buyer signs to acknowledge receipt of the Products, the Products shall be deemed having been delivered. The Buyer shall designate a person to sign to acknowledge receipt of the Products, and shall provide the sample of signature of the designated person, as well as original sample of the authorized seal prior to the delivery of Products; otherwise Viessmann shall have right to correspondingly postpone the time of delivery.


買方有義務在菲斯曼交付合同產品后及時進行檢驗和驗收。在合同產品由菲斯曼負責安裝的情況下,在菲斯曼完成合同產品的安裝調試后,買方在菲斯曼開具的?客戶確認書和?安裝報告?上簽章確認即視為對合同產品驗收合格。在合同產品不由菲斯曼負責安裝的情況下,如果買方在合同產品交付后三個工作日內未向菲斯曼發出相反的通知,視為合同產品已驗收合格。

The Buyer is obligated to promptly inspect and accept the Products after delivery by Viessmann. Where Viessmann is responsible for installation, upon the completion of installation and commissioning and the Buyer’s confirmation by signing the Confirmation Letter and Installation Report, the Products shall be deemed qualified and duly accepted. Where Viessmann is not responsible for installation, if the Buyer does not notify Viessmann to the effect of a contrary meaning within three months after delivery, the Products shall be deemed qualified and duly accepted.


7. 所有權及風險的轉移 Transfer of Ownership and Risk


合同產品的所有權及風險應在菲斯曼向買方交付合同產品時轉移至買方,但是,如果買方未按照約定支付合同價款或未履行其他重要義務的,合同產品的所有權不發生轉移而仍屬于菲斯曼。

Ownership of the Products and the risks of damage and loss thereof shall pass to the Buyer upon Viessmann’s delivery of the Products. However, ownership of the Products does not pass to the Buyer if the Buyer fails to pay the Contract Price or perform its other major obligations.


因為買方的原因致使菲斯曼不能按照約定的期限交付合同產品的,買方應當自違反約定之日起承擔合同產品毀損、滅失的風險;菲斯曼按照約定交付合同產品,但買方違反約定拒絕受領或延遲受領合同產品的,合同產品毀損、滅失的風險自買方違反約定之日期起由買方承擔。如果合同產品需要運輸,自菲斯曼將合同產品交由承運人運輸之時起,合同產品毀損、滅失的風險由買方承擔;如果菲斯曼將運輸在途的產品出售給買方,則產品毀損、滅失的風險自產品銷售合同成立時起由買方承擔。?

If the Products cannot be delivered by Viessmann according to the stipulated time due to reasons attributable to the Buyer, the risks of damage and loss of the Products shall be borne by the buyer as from the date of the Buyer’s such breach. If the Buyer breaches the relevant stipulation by refusing to take delivery or failing to take delivery on time, the risks of damage and loss of the Products shall be borne by the Buyer as from the Buyer’s such breach. If the Products require carriage, the risks of damage and loss of Products shall be borne by the Buyer as from the time when Viessmann delivers the Products to the Carrier. If the Products are sold to the Buyer in transit, the risks of damage and loss of the Products shall be borne by the Buyer as from the time of formation of the Sales Contract.

8. 保險 Insurance

如果買方提出要求并承擔費用,可以為合同產品投保,投保范圍可涵蓋風險依約轉移至買方之后合同產品可能遭受的損失或損害。在此情況下,如果在風險轉移至買方后,合同產品遭受了任何損失或損害,經買方要求,菲斯曼應當在事故認定完成之后,及時作出必要的安排以代表買方就保險公司依約應承擔的賠償范圍向其索賠。

At the Buyer’s request and expense, insurance can be effected to cover any loss or damage to the Products that may occur after the risk has passed to the Buyer in accordance with the terms of sale agreed upon. In such case, should any loss or damage occur after the risk of the Products has passed to the Buyer, Viessmann shall at the Buyer’s request, promptly after ascertainment of the incident and, on the Buyer’s behalf make necessary arrangements to recover the losses and damages for which the insurance company is liable under the aforesaid insurance contract.


9. 設計、工藝及材質保證 Design, Workmanship and Materials Warranty


菲斯曼保證,合同產品的設計、工藝及材質符合其向買方所作的說明或雙方所作的約定。買方理解并認可,由于合同產品自身的性質和特點,其除了包含菲斯曼自家生產的設備或備品備件外,還可能會包含菲斯曼視情況需要而配備的由第三方生產的設備或備品備件。菲斯曼對于菲斯曼生產的設備的質保期為合同產品安裝調試合格后24個月,但無論如何最晚不超過自菲斯曼的工廠或外部倉庫或其他適用的地點發貨后36個月;此外,菲斯曼對第三方生產的設備或備品備件,以及菲斯曼生產的備品備件的質保期為合同產品安裝調試合格之后12個月,但無論如何不超過自菲斯曼的工廠或外部倉庫或其他適用的地點發貨后24個月。在質保期內,如出現由于合同產品本身的設計、制造、材料等方面的問題而實質性地影響合同產品的使用的情況,菲斯曼將負責對問題產品進行免費維修或更換。凡不是由產品品質原因造成的故障,菲斯曼仍負責維修、更換,但費用應由買方承擔。

Viessmann guarantees that the Products are of such design, workmanship and materials as demonstrated by Viessmann or agreed upon by the parties. Buyer understands and acknowledges that due to the nature and characteristics of the Products, they may consist of, other than the equipments or spare parts manufactured by Viessmann itself, certain equipments or spare parts manufactured by relevant third parties that Viessmann may select where it deems necessary. For the said equipments manufactured by Viessmann, Viessmann offers a warranty period of 24 months after the installation and commissioning of the Products, but such warranty period shall in any event not exceed 36 months after the date of the shipment from Viessmann’s plants or external warehouses or any other applicable place as the case may be; besides, for the said equipments or spare parts manufactured by third parties and spare parts manufactured by Viessmann, Viessmann offers a warranty period of 12 months after the installation and commissioning of the Products, but such warranty period shall in any event not exceed 24 months after the date of the shipment from Viessmann’s plants or external warehouses or any other applicable place as the case may be. During the warranty period, Viessmann will repair or at its option replace free of charge, the parts that are proved to be defective to an essential degree owing to wrong design, faulty construction or inferior materials. In case the malfunction is not caused by quality related problems, Viessmann will provide repairing or replacement services as the situation may require, but the cost associated with such repairing or replacement shall be borne by the Buyer.

10. 不可抗力 Force Majeure


在簽訂銷售合同后,如發生任何不可抗力的情形從而導致菲斯曼無法適當履行合同,則菲斯曼的義務和責任應當相應地予以免除。此處所稱不可抗力,是指不能預見、不能避免并不能克服的客觀情況,包括但不限于戰爭、洪水、火災、禁運、征用、扣押、貨幣限制、內亂、暴亂、集會、貨源短缺、能源限制,以及由于前述事件的發生而導致的供貨不足或延遲等。

If, after the execution of the Sales Contract, any Force Majeure events occur that affect Viessmann’s due performance of the Sales Contract, any responsibilities and liabilities of Viessmann shall be released accordingly. For the purpose of these General Terms and Conditions, the said "Force Majeure" means any objective circumstance which is unforeseeable, unavoidable and insurmountable, including but not limited act of war, flood, fire, embargo, requisition, distress, currency restrictions, turmoil, rally, scarcity of goods, energy restrictions and deficiencies or delays in deliveries from suppliers due to any of the aforesaid events.

11. 責任限制 Limitation of Liability?

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作為一般原則,如果合同產品導致了任何人身傷害,僅在該等人身傷害被證明是由于菲斯曼或菲斯曼負責的其他方的過錯造成的情況下,菲斯曼才有義務對該等人身傷害承擔相應的責任;同樣地,如果合同產品遭受了任何損失,僅在該等損失被證明是由于菲斯曼或菲斯曼負責的其他方的過錯造成的情況下,菲斯曼才有義務對該等損失承擔相應的責任。前述對貨物損失的責任不包括買方或其他第三方設計、制造或采購的產品,以及包含買方或其他第三方設計、制造或采購之產品的其他產品。

As a general principle, in the event of any personal injury caused by the Products, Viessmann only accepts the respective liability for such injury provided the injury is proved to be due to fault on Viessmann’s part or on the part of others for whom Viessmann is responsible. Similarly, in the event of any damage to goods, Viessmann only accepts the respective liability for such damage to the extent that the said damage is proved to be due to fault on Viessmann’s part or on the part of others for whom Viessmann is responsible. The said liability for damage to goods does not include products designed, manufactured or purchased by the Buyer or other third party, either or any other products in which such products are included.


菲斯曼不對與供貨相關的任何生產損失或利潤損失負責,并且菲斯曼的責任不得超出明確約定的范圍。如果菲斯曼基于上述條款而應對特定事項負責,菲斯曼的責任應僅限于指定的部件/設備的價值,以及根據已提供的項目建議書或訂單確認書等文件需由菲斯曼支付的運費及類似費用。僅在買方完全履行了其承擔的責任的前提下,菲斯曼所承擔的責任才對菲斯曼有約束力。

Viessmann accepts no liability for any production loss or loss of profit in connection with the supply or any other consequential loss, and Viessmann’s liability shall not exceed what is expressly specified. If Viessmann becomes liable under the terms stated above, its liability shall be limited to the value of the specified parts/ equipment plus any freight and similar costs which are to be defrayed by Viessmann in accordance with the submitted proposal or the order confirmation. The obligations accepted by Viessmann are only binding provided the Buyer duly fulfils all the obligations undertaken by it.


盡管有以上內容,對于以下情況,菲斯曼不承擔任何責任:

Notwithstanding the above, Viessmann shall not be liable under any of the following circumstances:


11.1 因不可抗力的發生,合同產品給買方或其他任何第三方造成了財產或人身損害;

Due to any Force Majeure events, the Products cause any damages/ injury to the property or body of the Buyer or any third party;


11.2 合同產品的缺陷造成買方或其他任何第三方人身或財產損害,但合同產品投入流通時的科學技術水平尚不能發現缺陷的存在,或者將合同產品投入流通時的科學技術水平尚不能發現缺陷的存在。此處所稱?缺陷?是指產品存在危及人身、他人財產安全的不合理的危險;產品有保障人體健康和人身、財產安全的國家標準、行業標準的,是指不符合該標準;

Any defects of the Products cause any damages/ injury to the property or body of the Buyer or any third party, but such defects were non-existent when the Products were put into circulation, or the defects cannot be found at the time of circulation due to the scientific and technological level at that time. The term "defects" means the unreasonable danger existing in the Products that threatens the safety of human body or properties of others, or, means inconformity with the respective national standards or industry standards safeguarding human health and safety of human body and property (provided there are such applicable standards);


11.3 由于買方或其他任何第三方的過錯使產品存在缺陷,造成不能正常使用或人身、財產損害,包括但不限于以下情形:

The Products cannot be normally used, or damages/ injury occur due to defects of the Products caused by the fault of the Buyer or any third party, including but not limited to:


沒有按照產品的性質進行運輸、接收、保管等;

Failing to transport, accept, keep or otherwise dispose of the Products in accordance with their nature;


超出適用的工作范圍進行使用;

Using the Products exceeding the appropriate scope of use;

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未按有關說明進行不當的操作、保養、管理;

Inappropriately operating, maintaining, managing or otherwise disposing of the Products in violation of the respective instructions;


未經菲斯曼書面認可,自行改造或變動產品;

Unilaterally altering or changing the Products without the prior written consent of Viessmann;

接受菲斯曼或菲斯曼指定的安裝方、維修方之外的其他任何第三方的安裝、維修等,因此而導致的故障;

Accepting the installation, repair or other services provided by any third party other than Viessmann or the Viessmann designated installing/ repairing entity, which causes malfunction of the Products;

由于產品性質發生的自然磨損、消耗等;以及違反有關法律法規的規定而使用產品。


The natural attrition, depletion and so on due to the nature of the Products; and using the Products in violation of the requirements of the relevant laws and regulations.

12. 管轄法律及爭議解決 Governing Law and Dispute Resolution


本通用條款以及基于本通用條款簽署的協議(包括但不限于銷售合同)受中華人民共和國法律管轄并應依其解釋。

These General Terms and Conditions and any agreements (including but not limited to the Sales Contract) executed based on these General Terms and Conditions are governed and shall be construed in accordance with the laws of the People’s Republic of China.


如發生本通用條款以及基于本通用條款簽署的協議(包括但不限于銷售合同)項下的或相關的任何爭議,各方應首先進行友好協商,如無法通過友好協商解決,則爭議應提交中國國際經濟貿易仲裁委員會,按照申請仲裁時該會現行有效的仲裁規則進行仲裁。仲裁裁決是終局的,對雙方均有約束力。

In the event of any disputes arising from or in connection with these General Terms and Conditions and any agreements (including but not limited to the Sales Contract) executed based on these General Terms and Conditions, the parties shall firstly try to resolve such disputes through friendly negotiation; if the disputes cannot be resolved through friendly negotiation, the disputes shall be submitted to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration in accordance with CIETAC’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.


13. 其他 Miscellaneous


本通用條款由菲斯曼為規范其在中國的產品銷售的目的,基于現行的中國法律及通行的商業慣例而擬定。

These General Terms and Conditions are prepared by Viessmann for the purpose of standardizing its sales activities in China on the basis of the currently effective laws of China and the business practice.


就菲斯曼與其客戶(買方)每一宗交易而言,買方在簽署銷售合同前應仔細審閱本通用條款,并就任何疑問及時與菲斯曼溝通。如果買方在簽署銷售合同前未就本通用條款提出疑問或異議,應視為買方同意本通用條款的內容,并接受相應的法律后果。

As for each transaction between Viessmann and its clients (the Buyer), the Buyer is advised to carefully review these General Terms and Conditions prior to the execution of the Sales Contract, and to communicate with Viessmann with respect to any queries. Should the Buyer fail to raise any questions or objections to these General Terms and Conditions prior to the execution of the Sales Contract, the Buyer shall be deemed as having accepted these General Terms and Conditions and the respective legal consequences.


如果本通用條款的任何部分基于任何原因而無效,其余部分仍然有效并對相關當事方具有約束力。如本通用條款與雙方另行達成的其他特殊約定發生沖突,則應以后者為準。

If any part of these General Terms and Conditions becomes invalid due to any reason, the remaining parts thereof shall remain effective and binding upon the parties. In case of any discrepancies between these General Terms and Conditions and other special agreements between the parties, the latter shall prevail.


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茲確認本公司(作為買方)已審閱以上通用條款,本公司同意和接受其全部內容,并愿受其約束及承擔相應的法律責任。

This is to confirm that we, as Buyer, have reviewed the above General Terms and Conditions, we agree with and accept all the provisions thereof, and are willing to be bound by them and to assume the respective legal obligations.
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