The Terms and Conditions of Sale
The Terms and Conditions of Sale (‘the Terms’) shall apply to any and all of the sales contracts signed by Hilti (China) Distribution Limited and its branches (hereinafter to be referred as “Hilti”).
2. 订单：除非以书面形式另行约定，买方可通过喜利得中国官网、邮件、传真等方式向喜利得发出订单，喜利得有权自主决定是否接受订单。喜利得就订单作出承诺的， 视为达成销售合同。
Orders: Unless agreed otherwise in writing, the Buyer may place orders to Hilti through Hilti’s Chinese Website or by mail, fax or other ways and any order shall be accepted entirely at the discretion of Hilti. It shall be deemed to conclude a sales contract once Hilti make a commitment to the order.
3. 交货：所有产品的交货期限由喜利得根据接受订单时的实际库存状况在合理期限内安排发货。喜利得对交货期限做出的任何表述均为预估，喜利得保留变更交货日期的权利, 并将提前通知买方。对于因产品迟延交货而造成的直接或间接损失，喜利得（即使存在过失）概不负责。
Delivery: The goods shall be delivered within a reasonable period of time by Hilti basing on the actual inventory status at the time of acceptance of the order. Any statement made by Hilti on the delivery date is estimated, and Hilti reserves the right to change the delivery date with a prior notice to the Buyer. Hilti shall not be liable for any direct or indirect loss resulting from any delay in the delivery of the goods (even if caused by Hilti’s negligence).
Acceptance of Goods:
The Buyer shall inspect the appearance of the goods at the time of receipt, such as
specifications, model, quantity, packaging, product warranty, etc., and confirm them by signature on the delivery note. Any objection shall be clearly marked on the delivery note, otherwise it shall be deemed that the goods meet the requirements.
4.2 经买方签收确认的送货单应妥善保管, 喜利得可以协助但没有义务为买方提供送货签收记录。
The delivery note signed and confirmed by the Buyer shall be properly kept by the Buyer. Hilti can assist but has no obligation to provide the buyer with delivery receipt records.
Hilti shall provide the reasonable technique and maintenance services to the Buyer in accordance with the sales contract.
5.2 如果喜利得需要在中国大陆范围内的买方场所或双方确认的施工场所提供服务， 买方应：
If Hilti needs to perform the services at the Buyer’s premises or the construction site confirmed by both parties within mainland China, the Buyer shall:
Guarantee that Hilti’s personnel (including employees, agents, subcontractors, etc.) have a safe and free access to the relevant places;
Ensure that all approvals, permissions, or licenses required for providing services are in place;
Provide adequate power, lighting, heating and other such facilities or supplies required for providing services;
Provide storage for the materials required for providing service nearby where the
services are provided;
Clearly exclude all health and safety hazards that may exist in the place where the services are provided;
The Buyer shall be liable for personal casualty and property loss suffered by Hilti’s personnel (including employees, agents, subcontractors, etc.) at the Buyer’s premises except such losses resulting from the negligence of Hilti(including employees, agents, subcontractors, etc.).
Hilti guarantees that there is no defect in the raw materials and production processes of the goods under the existing level of technology, skills and manufacturing conditions. The warranty of Hilti is limited to maintenance. Hilti is not liable for any damage or loss arising from accidents or human causes. (For warranty conditions and terms of Hilti’s goods, please refer to the warranty card.)
Hilti provides technical guides, operating manuals, installation specifications, construction methods for goods (collectively referred to "Technical Specifications") to ensure that the warehousing, utilization and installation of all goods are consistent with the existing and valid rules of Hilti.
6.3 在产品发货或提供服务之日起 12 个月内，如果经喜利得确定，产品的材料或工艺有缺陷，或产品、服务不符合合同约定，喜利得可以视情况决定维修、替换或重做。
If the Buyer establishes to Hilti’s confirmation within 12 months of the date of
delivery of the goods or performance of the services that there is a defect in the materials or workmanship of the goods or the goods or services are supplied not in accordance with the contract then Hilti shall at its option, at its sole discretion to repair or replace such goods or re-perform such services.
The Terms and any warranty provided by Hilti are not applicable to:
Quality problems arising from any negligence, fault, intention or default of the Buyer (as well as employees, agents);
Arising from any utilization, storage, installation, operation, maintenance, handling or repair of the goods without compliance with Hilti’s technical specifications or training;
Arising from non-compatibility caused by any incorporation, alteration, modification or conversion of the goods with any other goods, product or system, or any use of other components or spare parts without Hilti's permission;
Quality problems arising from an accident;
Reasonable wear and tear of the goods.
The Buyer shall agree to pay a maintenance fee of RMB500(excluding tax) or less without prior quotation. For maintenance fees exceeding RMB500, Hilti will make a prior quotation to the Buyer for confirmation.
Hilti shall provide three-month warranty for tool repair. For the repaired tool, customer should complete the payment when the tool delivered to customer by express. If customer refuse to pay, Hilti will reserve the final discretion on the tool.
Hilti product maintenance shall comply with “Repair Term & Conditions”, please find the link for details ：https://www.hilti.cn/content/dam/documents/pdf/a1/china/%E5%96%9C%E5%88%A9%E5%BE%97%E5%B7%A5%E5%85%B7%E7%BB%B4%E4%BF%AE%E6%9D%A1%E6%AC%BE.pdf
8.1 若经相关政府或司法部门作出决定，认定喜利得产品质量问题或因喜利得疏忽导致的人身伤亡损害的，喜利得在法律规定的范围内承担责任。If the relevant governments or judicial departments make a decision and confirm that personal casualty is caused by the quality problems of the goods or Hilti’s negligence, Hilti shall bear responsibilities within the limits prescribed by law.
8.2 除第 9.1 条规定的情形外，喜利得在合同项下的损害赔偿责任以买方支付的百分之一百（100%）合同价款为限。下述任何损失喜利得在任何情况下无需承担责任：
Except the circumstances specified in Article 9.1, the liability of Hilti under the contract shall in no event exceed one hundred percent (100%) of the contract price paid by the Buyer. Hilti shall not be liable for any following loss under any circumstance:
Any economic loss of whatever nature (direct or indirect), including without limitation loss of anticipated profits, loss of actual profits, loss of turnover or revenue;
Any indirect consequence, including but not limited to loss of business, loss of business opportunity, loss of data, depletion of goodwill or otherwise.
The Buyer shall indemnify Hilti in respect of any loss, expense, liability or litigation burden suffered by Hilti due to the negligence, fault, intention or default of the Buyer shall be borne by the Buyer.
Any advice given by Hilti or its employees or agents or subcontractors to the Buyer as to the fitting or use of the goods, or as to the incorporation or compatibility of the goods with other goods, is therefore followed or acted upon entirely at the Buyer’s own risk. The Buyer must rely on its own judgment and if necessary seek expert advice in relation to the following:
The suitability and compatibility of the goods for the intended use;
The training necessary for the Buyer and its employees;
The required level of ongoing maintenance for the goods;
The adequacy of the premises in which the goods are to be used.
Any intellectual property created by Hilti in the course of the performance of the sales contract or otherwise in the design, manufacture or supply of or otherwise in relation to the goods or the provision of the services shall remain the property of
Hilti and its related parties. Nothing in these conditions hereof shall be deemed to have given the Buyer a license or any other right to use any of the intellectual property of Hilti and its related parties.
All logos, trade name or trademarks (‘Marks’) owned or used by Hilti in the course of its business are the property of Hilti. The Buyer may not use such Marks or any similar Marks without the prior written permission of Hilti.
Hilti is not liable for any damage caused by the infringement of intellectual property rights in the course of using its goods, except that the goods itself infringes a third party’s intellectual property rights.
Hilti shall not be liable for any failure or delay to perform the sales contract arising from circumstances outside Hilti’s reasonable control. Including, but not limited to, governmental actions, national emergency, acts of terrorism, protests, riot, civil commotion, lock-outs, strikes, other labor disputes (whether or not relating to either party’s workforce),accidents, war, fire, explosion, flood, epidemic, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery, shortage or unavailability of raw materials from normal source of supply.
10.2 喜利得如果在第 12.1 条的情况下不能交付产品或提供服务，则有权延迟或取消提供服务，延迟或取消交货，或减少交货数量。
Should Hilti be prevented from delivering the goods or supplying the services in the circumstances at condition 12.1, it shall be entitled to delay or cancel the supply of
the services, delay or cancel delivery or to reduce the amount of the goods delivered.
Termination of the Contract
If the Buyer commits a material breach of its obligations under the sales contract which is incapable of remedy, Hilti has the right to terminate the sales contract by noticing writing to the Buyer without any liability.
If the buyer becomes bankrupt, or initiates proceedings to become bankrupt, or has issued a bankruptcy petition issued against him, Hilti has the right to immediately terminate the contract without any liability.
Applicable Law and Dispute Resolution
12.1 本销售条款的效力、解释和执行及本协议的未尽事宜适用中国现行法律法规， 若现行法律法规对本协议具体事宜没有作出规定，则适用一般国际商业惯例。
The validity, interpretation and execution of the Terms and any unaccomplished issue shall be governed by Chinese existing laws and regulations, and any specific matter not addressed in existing laws and regulations shall be governed by common international commercial practices.
Any dispute arising from the performance of or relating to the Terms shall be settled by negotiation, if failed, either Party may bring a lawsuit to the People’s Court where Hilti is located. If the dispute refers to two or more Hilti entities, either party may bring the lawsuit to the People’s Court where any one of Hilti entities is located.
13. 授权: 喜利得代表不得擅自更改上述条款及细则, 与买方签订超出以上内容的文件。
Authorization: Hilti’s representatives shall not change the above terms and conditions without Hilti’s permission, or sign documents with the Buyer beyond the above contents.
14. 备注: 若对上述条款及细则有任何问题, 请致电买方服务热线或致电各喜利得营业代表查询。
Note: Should you have any query about the above terms and conditions, please call the Buyer's service hotline or call the Hilti’s sales representatives for inquiry.
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