Article 1. Applicability
- These general terms and conditions (hereinafter referred to as Terms and Conditions) apply to all offers, quotations, orders and agreements regarding the delivery of goods and / or services to the Other Party by the private company with limited liability LI JIALEE BV, located at Peerlkamplaan. 10, 1217RT Hilversum, The Netherlands (hereinafter referred to as: 'LI JIALEE'). LI JIALEE is registered with the Chamber of Commerce under number 83326472.
- The "Other Party" is the buyer or client, his subordinates and / or his auxiliary persons.
- The applicability of any purchase or other conditions of the Other Party is expressly rejected.
- If LI JIALEE does not always require strict compliance with these Conditions, this does not mean that its provisions do not apply, or that LI JIALEE in any way loses the right to strictly comply with the provisions of these Conditions in other cases. to desire.
- Where these Conditions refer to (delivery of) goods, this also includes the provision of services and activities of any kind.
- Deviating conditions must be explicitly agreed in writing and, insofar as they do not replace the provisions in these Conditions, are deemed to supplement these Conditions. Any deviations only apply with regard to the specific agreement to which the deviations relate.
- The present Conditions also apply to agreements with LI JIALEE, for the implementation of which LI JIALEE must involve third parties.
- If one or more provisions in these Terms and Conditions are at any time wholly or partially null and void or should be annulled, the other provisions in these Terms and Conditions will remain fully applicable. LI JIALEE and the Other Party will then enter into consultation to agree on new provisions to replace the invalid or voided provisions, taking into account the purpose and purport of the original provisions as much as possible.
- In the event that these Conditions and the agreement contain conflicting provisions, the conditions included in the agreement will apply.
- LI JIALEE reserves the right to amend or supplement these Conditions. Changes also apply to agreements already concluded with due observance of a period of thirty (30) days after written notification. If the Other Party does not wish to agree to these changes, it has the right to terminate the agreement with due observance of a notice period of ten (10) days from the date on which the changes come into effect.
Article 2. Offers and agreements
- All quotations and offers from LI JIALEE are without obligation. The validity of a quotation or offer is thirty (30) days, unless otherwise agreed in writing.
- A quotation or offer lapses if the item and / or service to which the quotation or offer relates is no longer available in the meantime.
- All quotations and offers are furthermore based on the information provided by the Other Party. In the event of incorrectness or incompleteness thereof, the Other Party cannot derive any rights from LI JIALEE from an (accepted) quotation or offer.
- LI JIALEE cannot be held to its quotations or offers if the Other Party can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
- All statements by LI JIALEE of numbers, measures, weights and / or other indications have been made with care. However, LI JIALEE cannot guarantee that no deviations will occur in this respect. Mistakes, such as calculation, writing and typing errors in offers, quotations, prospects, publications, folders, order confirmations, invoices and other documents originating from or provided by TLI JIALEE, do not bind LI JIALEE.
- Shown or provided (test) models, samples or drawings are only non-binding indications of the articles concerned. Only if the Counterparty demonstrates that the delivered items deviate from the statements of LI JIALEE or from the (trial) models or drawings to such an extent that the Counterparty can no longer reasonably be obliged to purchase them, does the Counterparty have the right to terminate the agreement. .
- All test models, samples or drawings remain the property of LI JIALEE and may not be made available to third parties for inspection for any other purpose. In addition, they must be immediately returned to LI JIALEE upon first request.
- A composite quotation does not oblige LI JIALEE to perform part of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
- Each agreement entered into with LI JIALEE contains the resolutive or suspensive condition - this at the option of LI JIALEE - that LI JIALEE will prove to be of sufficient creditworthiness of the Other Party, this solely at the discretion of LI JIALEE; For this reason, LI JIALEE has the right to refuse an order from a Counterparty.
- An agreement is only concluded at the moment that LI JIALEE has accepted or confirmed an order or assignment in writing or by email.
- If and insofar as required for the proper execution of the agreement, LI JIALEE has the right to have certain activities performed by auxiliary persons and third parties. LI JIALEE will exercise due care when engaging third parties.
- Except with the express written permission of LI JIALEE, the Other Party is not permitted to transfer rights or obligations under agreements concluded with LI JIALEE to third parties, including companies affiliated with the Other Party.
- If a joint contract is concluded with two or more Counterparties, they are each jointly and severally liable for full compliance with the agreement concluded by them.
- Communication between the Counterparty and LI JIALEE can take place electronically, except insofar as deviated from in agreements with the Counterparty, these Conditions or the law. The version of the communication in question stored by LI JIALEE serves as proof thereof, subject to proof to the contrary by the Other Party.
- Electronic communication by LI JIALEE to the Other Party is deemed to have been received by the Other Party on the day of dispatch, unless the contrary is proven by the Other Party. Insofar as the communication has not been received as a result of delivery and / or accessibility problems with regard to the e-mail box of the Other Party, this is at the risk of the Other Party, even if the e-mail box is housed at a third party.
Article 3. Delivery, terms, implementation and amendment of the agreement
- If a term has been agreed or stated for the delivery of certain goods, this term is approximate unless explicitly agreed otherwise. If a term is exceeded, the Other Party must therefore give LI JIALEE written notice of default. LI JIALEE must be offered a reasonable period of time to still execute the agreement.
- If LI JIALEE requires data from the Counterparty for the implementation of the agreement, the implementation period does not commence until after the Counterparty has made this correct and complete available to LI JIALEE.
- LI JIALEE has the right to arrange the method of shipment at its own discretion, insofar as the Other Party does not give any further instructions in this regard.
- Delivery takes place ex warehouse NL or Ex Works (EXW) in accordance with the applicable Incoterms unless otherwise agreed in writing. Delivery can take place in phases.
- The risk of loss, destruction and / or damage to the goods respectively transfers to the Other Party at the time of delivery. In order to prevent damage during transport, a number of articles must be assembled upon arrival. Any costs arising from this as well as the risk of damage will be borne by the Other Party.
- The Other Party must check the packaging of the goods offered to it upon receipt and, in the event of any damage, state its findings on the consignment note. See also article 5. In the event of damage, the Other Party is obliged to hold the forwarder immediately liable in writing.
- When ordering items that have to be specially made, labeled or provided with a name, decor or otherwise in some other way, the Other Party is obliged to accept any additional or less delivery of 5% of the ordered quantity. See also article 7 for this.
- Shipments exceeding an amount of € 450.00 (four hundred and fifty euros) net goods value will be delivered carriage paid at delivery address, provided:The delivery takes place in the Netherlands;
- And use can be made of the regular forwarder or own transport of LI JIALEE;
And there are no offers;And no special conditions and / or discounts apply to the order confirmation.
- Shipments between € 200.00 (two hundred euros) and € 450.00 (four hundred euros) net goods value can be delivered for a small order surcharge of € 20.00 (twenty euros).
- The delivery periods stated by LI JIALEE - without prejudice to paragraph 1 - commence at the moment the agreement has been concluded and all data required for the execution of the order are in the possession of LI JIALEE. Delays in delivery will not be a reason for the Other Party to terminate the agreement, unless LI JIALEE has exceeded the limits of reasonableness in this respect. Delivery times can be extended and / or orders given can be suspended for the time during which the Counterparty has left unpaid any amount due or payable to LI JIALEE.
- The Other Party is obliged to take delivery of the goods when they are made available to it. If the Other Party refuses or fails to provide information or instructions necessary for the delivery, LI JIALEE is entitled to store the goods at the expense and risk of the Other Party. TLI JIALEE may always use the authority of article 6:90 BW.
- If during the implementation of the agreement it appears that it is necessary to amend or supplement it for a proper implementation, then the parties will proceed to adjust the agreement in good time and in mutual consultation.
- If the nature, scope or content of the agreement, whether or not at the request or direction of the Other Party, of the competent authorities, et cetera, is changed and the agreement is amended in terms of quality and / or quantity as a result, this may be also have consequences for what was originally agreed. As a result, the originally agreed amount can be increased or decreased. LI JIALEE will provide an estimate of this in advance as much as possible. Due to an amendment to the agreement, the originally stated term of execution may also be changed. The Other Party accepts the possibility of changing the agreement, including the change in price and term of execution.
- If the agreement is amended, including an addition, LI JIALEE is entitled to implement it only after approval has been given by the person authorized within LI JIALEE and the Other Party has agreed to the specified for the implementation. price and other conditions, including the time to be determined at that time when they will be implemented.
- Failure to perform or not immediately implement the amended agreement does not constitute default on the part of LI JIALEE and is also no ground for the Other Party to terminate the agreement.
- Without being in default, LI JIALEE can refuse a request to amend the agreement, if this could have consequences in terms of quality and / or quantity, for example for the goods to be delivered in that context.
Article 4. Intellectual property rights
- LI JIALEE reserves the rights and powers that accrue to it on the basis of the Copyright Act and other intellectual laws and regulations.
- On all items delivered, designed and developed by LI JIALEE, including dies, stamps, shapes, cutting dies and other auxiliary tools, etc., the (intellectual) property rights of LI JIALEE or its supplier or supplier are and remain. , unless otherwise agreed in writing. See also article 7 for this.
- The provisions of this article also relate to goods and services of which the Counterparty reasonably knows or should be aware that they belong to LI JIALEE and which are the property of (intellectual) property, even if they are not designated as such.
- LI JIALEE declares that, as far as it is aware, the goods to be delivered by LI JIALEE do not infringe the intellectual property rights of third parties in the Netherlands. However, LI JIALEE cannot indemnify the Other Party against any infringements of the intellectual property rights of third parties.
- The Counterparty guarantees that it will not infringe (nor allow or enable third parties to do so) on intellectual property rights of LI JIALEE, or its suppliers, with regard to the goods, for example by copying, editing or editing the goods. to imitate.
- LI JIALEE has the right to use the knowledge it has gained through the implementation of an agreement for other purposes, insofar as no strictly confidential information of the Other Party is disclosed to third parties. Information is considered confidential if this has been communicated by the other party or if it could reasonably be assumed that this information was confidential in nature.
Article 5. Guarantee and complaints
The goods to be delivered by LI JIALEE meet the usual requirements and standards that can reasonably be set at the time of delivery and for which they are intended for normal use in the Netherlands, up to a maximum of 6 months after delivery.
- The guarantee referred to in paragraph 1 applies to items intended for use within the Netherlands. When used outside the Netherlands, the Other Party must verify itself whether the use thereof is suitable for use there and meet the conditions set for it. LI JIALEE can in that case set other guarantee and other conditions with regard to the goods to be delivered.
- Any form of warranty will lapse if a defect has arisen as a result of or ensues from injudicious or improper use thereof or use after the expiry date, normal wear and tear, incorrect storage or maintenance by the Other Party and / or by third parties when, without written permission of LI JIALEE, the Other Party or third parties have made changes to the item or have attempted to make it, other items have been attached to it that do not need to be attached to it or if they were processed or processed on a other than the prescribed manner.
- The Other Party is also not entitled to a warranty if the defect has arisen due to or is the result of circumstances over which LI JIALEE cannot exert influence, including weather conditions (such as, but not limited to, extreme rainfall or temperatures) etc.
- The Other Party is obliged to inspect the delivered goods immediately at the moment that the goods are made available to it. In doing so, the Counterparty should investigate whether the quality and / or quantity of the delivered goods corresponds with what has been agreed and meets the requirements that the parties have agreed in this respect.
- Minor deviations in quality, specifications, etc., which cannot be prevented from a technical point of view, or which are generally permitted according to commercial practices, cannot constitute grounds for advertising. When assessing whether a delivery deviates outside the permissible limits, an average must be taken from the delivery. It is therefore not possible to disapprove on a few copies.
- Notifications of breakage must be reported in writing, preferably by email, within 48 (forty eight) hours after delivery. This report must be substantiated by at least one photo in which the fracture is clearly visible. A break notice cannot be processed without a photo.
- Complaints with regard to other defects must be received by LI JIALEE in writing within 5 (five) working days after receipt of the goods. The Other Party that has not inspected the delivery within 5 (five) working days after receipt thereof, is deemed to have approved the delivery or the transaction.
- Complaints with regard to invoices must be reported in writing to LI JIALEE within 5 (five) working days after they have been sent.
- The Other Party must give LI JIALEE the opportunity to investigate a complaint.
- If it is established for LI JIALEE that an item is defective and a timely complaint has been made for this, LI JIALEE will notify the defective item within a reasonable period of time after receipt thereof or, if return is not reasonably possible, in writing with regard to the defect by the Counterparty, at the discretion of LI JIALEE, replace or arrange for repair thereof or pay a replacement fee for this to the Counterparty.
- In the event of replacement, the Other Party is obliged to return the replaced good to LI JIALEE and to transfer ownership thereof to LI JIALEE , unless LI JIALEE indicates otherwise.
- Goods delivered by LI JIALEE will only be taken back, within the stated period, if, after prior consultation, they are delivered undamaged in good condition and in the original packaging, carriage paid to the warehouse or the office address of LI JIALEE. The value of the returned goods will be settled with the Other Party, after deduction of all costs incurred, including for transport, customs handling, possible insurance, etc., etc.
- Return shipments for which no prior written agreement has been reached with LI JIALEE will not be accepted.
Article 6. Execution and quality of services
LI JIALEE is obliged to carry out the work assigned to it as a good and careful contractor to the best of its knowledge and in accordance with the requirements of good workmanship and on the basis of the state of science known at that time, with observance of what is customary in its industry. The activities are carried out at the expense and risk of the Other Party.
- All services of LI JIALEE are performed on the basis of a best efforts obligation. Guarantees regarding the achievement of results are not given.
- LI JIALEE is not liable for damage resulting from shortcomings of third parties and assumes and, if necessary, hereby stipulates that every assignment to TABLEWARE FACTORY entails the authority to accept any liability limitations of third parties on behalf of the Other Party.
- The Other Party is responsible for the drawings and calculations made by or on its behalf and for the functional suitability of materials prescribed by it or on its behalf.
- The Other Party indemnifies LI JIALEE against any claim from third parties with regard to the use of drawings, calculations, samples, models and the like provided by or on behalf of the Other Party.
- If LI JIALEE draws up a budget for the costs of third parties at the request of the Other Party, this budget will only be indicative. If desired, LI JIALEE can request quotations on behalf of the Other Party.
- Unless otherwise agreed, orders to third parties, within the framework of an agreement concluded between LI JIALEE and the Counterparty, will be issued by or on behalf of the Counterparty. At the written request of the Other Party, LI JIALEE can act as an authorized representative at the expense and risk of the Other Party. The parties can agree on a further payment for this.
- If, in the performance of the agreement, LI JIALEE obtains goods or services from third parties at its own expense and risk according to express agreement, after which these goods or services are passed on to the Other Party, then the provisions of the general terms and conditions of the supplier will with regard to the permitted deviations in the quality, quantity and quality of these goods or services also apply vis-à-vis the Other Party.
- Performing tests, applying for permits and assessing whether the instructions of the Other Party meet the legal standards and / or quality standards, are not part of the assignment of LI JIALEE unless otherwise agreed in writing.
- The other party must provide LI JIALEE with all necessary information, which is necessary for the fulfillment of the order, including product and market information and other relevant documents, free of charge. All this information will be treated confidentially by LI JIALEE and will only be used in the context of this assignment and will not be disclosed to third parties. LI JIALEE is not liable for loss or damage.
- If the information required for the execution of the agreement is not provided to LI JIALEE in time, LI JIALEE has the right to suspend the execution of the agreement and / or the extra costs resulting from the delay according to the then usual rates. to be charged to the Other Party.
- The Other Party is obliged to provide all cooperation that is required for the correct and timely performance of the agreement. This also applies to the availability of employees of the Other Party who will be involved in the work of LI JIALEE in any way.
- At the request of LI JIALEE, the Other Party must confirm its approval in writing.
- The Other Party cannot derive any rights from advice and information that it receives from LI JIALEE if these do not directly relate to the order.
Article 7. Dies, stamps, shapes, cutting dies and other auxiliary tools
Dies, stamps, shapes, cutting dies and other auxiliary tools, hereinafter referred to as dies, etc., manufactured by LI JIALEE or manufactured in whole or in part according to instructions from LI JIALEE, for which the Other Party has paid the agreed costs, remain the property of LI JIALEE . These molds and the like will be kept by LI JIALEE for the Other Party up to 1 (one) year after delivery of the last order. After this, the obligation to store expires and LI JIALEE is entitled to destroy the mold and the like after 2 (two) months after written notification to the Other Party, without being liable to pay any compensation for this.
- If LI JIALEE has to take care of the manufacture of a mold and the like, LI JIALEE will only have to start the manufacture after the Other Party has paid the agreed contribution towards manufacturing costs to LI JIALEE. Likewise, LI JIALEE will only have to start with improvements / changes or repairs to molds and the like after the estimated costs owed for this have been paid by the Other Party to LI JIALEE. If no price has been explicitly agreed for the agreed work, the Other Party will pay a reasonable amount for the costs incurred upon first request.
- In cases in which the Counterparty supplies the mold and the like, LI JIALEE will only have to return this after the claim against the Counterparty with regard to work performed, goods delivered, or for any other reason has been paid to LI JIALEE.
- LI JIALEE is only liable for loss or damage to molds etc. if loss or damage is the result of intent, gross negligence or very improper handling by LI JIALEE. In those cases, LI JIALEE must arrange for the repair thereof or for a new mold, etc., at the discretion of LI JIALEE. LI JIALEE is not obliged to any obligation or to pay damages.
- Insofar as LI JIALEE has indicated in the quotation or order confirmation for which number of strokes or products a mold etc. will normally be usable, the mold etc. will be used after that number of strokes resp. after the production of that number are considered to be no longer suitable for further production. If such a statement has not been made in the quotation or order confirmation, LI JIALEE will notify the Other Party as soon as it appears that a mold etc. is no longer suitable for economically justified production. In that case LI JIALEE will also pay the other party the costs associated with a repair resp. specify the new manufacture of a mold. When assessing economically justified production, the advancement of technology and the company's adaptation to it, both in terms of volume and labor intensity, must also be considered.
- As long as a mold, etc., which is still suitable for production according to the standards stated above and is in storage at LI JIALEE, the maintenance costs of these molds etc. will be borne by us for regular re-orders of the products to be produced with it. period of 2 (two) years after first use.
- Molds, etc. that are no longer considered suitable for production may be destroyed by LI JIALEE, without LI JIALEE being obliged to pay any compensation to the Other Party.
Article 8. Price, invoicing and payment
The other party is obliged to pay the agreed price to LI JIALEE. The price and any cost estimates are exclusive of VAT and additional costs, including: transport costs, insurance, costs of packaging, costs of quality control, import duties, government and other public-law levies and any other fees, unless otherwise agreed in writing. If no price has been agreed, the price of TABLEWARE FACTORY applicable at the time of delivery will be decisive.
- After publication of the latest LI JIALEE price list, all previous prices will expire immediately.
- Discounts on the Store Sales Price (WVP) are granted per transaction and do not confer any rights on subsequent transactions.
- For current and future legislative changes, e.g. disposal fees, packaging covenant, etc.) that relate to the range offered by LI JIALEE and apply to the country of delivery, LI JIALEE reserves the right to apply to the relevant storage immediately by to be carried out and to be charged to the Other Party without prior publication or notification. These surcharges cannot constitute grounds for advertising.
- If LI JIALEE agrees on a fixed price with the Other Party, LI JIALEE is nevertheless entitled at all times to increase this price without the Other Party being entitled in that case to terminate the agreement for that reason, if the increase in the price arises from a power or obligation as a result of the law or regulations or is caused by an increase in the price of raw materials, wages, etc. or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
- If a price increase referred to in the previous paragraph amounts to 10% or more, the Other Party has the right to cancel the related agreement without costs within 5 (five) working days after the price increase has been stated, but without the right to compensation. If the goods have already been delivered, they will be retrieved as soon as possible after cancellation at the expense of LI JIALEE. Until the moment that the goods are retrieved, the Other Party remains fully liable for loss of quality, damage, theft and the like.
- Unless otherwise agreed in writing, payment must be made, without any discount or set-off, by direct debit (authorization) or full prepayment.
- If the Other Party fails to make timely and / or full payment of an invoice, the Other Party will be in default by operation of law. The Other Party will then owe interest of 1.5% per month or part of a month, unless the statutory commercial interest is higher, in which case the statutory commercial interest is due. The interest on the amount due will be calculated from the moment that the Other Party is in default until the moment the full amount owed is paid.
- The Other Party is not entitled to set off the amount owed by it to LI JIALEE. Objections to the amount of an invoice do not suspend the payment obligation. Counterparty that cannot appeal to section 6.5.3. (Articles 231 to 247, Book 6 of the Civil Code) is also not entitled to suspend the payment of an invoice for any other reason.
- If the Other Party is in default or omission in the (timely) fulfillment of its obligations, all reasonable costs incurred in obtaining settlement out of court will be for the account of the Other Party. The extrajudicial costs amount to 15% of the outstanding amount with a minimum of € 75.00. However, if LI JIALEE has incurred higher costs for collection that were reasonably necessary, the costs actually incurred will be eligible for reimbursement.
Article 9. Retention of title
All goods / results from services delivered by LI JIALEE in the context of the agreement remain the property of LI JIALEE until the Other Party has properly fulfilled all obligations under the agreement (s) concluded with LI JIALEE.
- Goods delivered by LI JIALEE that fall under the retention of title may not be resold unless this is done in the context of its normal business operations, unless LI JIALEE has ordered the Other Party in writing to immediately make the delivered goods available to it. The items may never be used as a means of payment. The Other Party is not authorized to pledge or in any other way encumber the goods that are subject to retention of title.
- The Other Party must always do everything that can reasonably be expected of it to secure the ownership rights of LI JIALEE.
- The Other Party undertakes to insure the goods delivered under retention of title.
- In the event that LI JIALEE wishes to exercise its ownership rights indicated in this article, the Other Party gives unconditional and irrevocable permission in advance to LI JIALEE and third parties to be designated by LI JIALEE to enter all those places where the properties of LI JIALEE are located. and to take back those things.
- If LI JIALEE cannot invoke its retention of title because the goods delivered have been mixed, deformed or checked, the Other Party is obliged to pledge the newly formed goods to LI JIALEE.
Article 10. Liability
If the Other Party should be in default in the proper fulfillment of what it is obliged to do towards LI JIALEE, the Other Party is liable for all damage (including costs) on the part of LI JIALEE that arises directly or indirectly.
- If LI JIALEE should be liable, this liability is limited to what is regulated in this article.
- LI JIALEE is not liable for damage, of whatever nature, caused by LI JIALEE based on incorrect and / or incomplete information provided by or on behalf of the Other Party.
- The results of application and use of the studies carried out and advice provided by LI JIALEE depend on many factors, which are beyond LI JIALEE's influence. Although the assignment is carried out by LI JIALEE to the best of its knowledge and ability, according to the state of science known at the time of the work and in accordance with the requirements of good workmanship, LI JIALEE can therefore not give any guarantees with regard to the results of the work carried out, studies carried out and advice provided.
- If LI JIALEE should be liable for any damage, then LI JIALEE's liability is limited to a maximum of once the invoice value of the order / service, at least to that part of the order / service to which the liability relates.
- The liability of LI JIALEE is in any case always limited to the amount paid out by its insurer, as appropriate. LI JIALEE is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these Terms and Conditions, any reasonable costs incurred for the defective performance of LI JIALEE comply with the agreement, insofar as these can be attributed to LI JIALEE and reasonable costs incurred to prevent or limit damage, insofar as the Other Party demonstrates that these costs have led to limitation of direct damage as referred to in these Conditions.
- The liability of LI JIALEE for damage regarding death or physical injury is limited to the amount that is paid out on the basis of the insurance agreement concluded by LI JIALEE.
- LI JIALEE is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.
- Insofar as the Other Party and LI JIALEE have agreed delivery terms in the agreement, these terms are indicative, unless expressly agreed otherwise in writing. Exceeding this will never result in a shortcoming in the fulfillment of the obligation of LI JIALEE and therefore not give the Other Party the right to claim compensation and / or dissolution of the agreement. If a fixed agreed delivery period is exceeded, the Other Party must therefore give LI JIALEE written notice of default. LI JIALEE must thereby be offered a reasonable term to still execute the agreement.
- The Other Party is obliged to report any damage in writing to LI JIALEE within fourteen (14) days after the damage occurrence. If this notification is not made or made too late, LI JIALEE is in no way obliged to the Other Party to undo the damage suffered.
11. After twelve (12) months from the day of delivery, any right of the Other Party vis-à-vis LI JIALEE with regard to damage caused by any shortcomings and / or errors of LI JIALEE in the performance of the agreement lapses.
12. LI JIALEE is not responsible for damage to or loss of items of the Other Party that are used by third parties through the mediation by LI JIALEE as a means of production for the production of an item ordered by the Other Party.
- Limitations of the scope of liability in this article do not apply in the event of damage resulting from intent or gross negligence on the part of the management of LI JIALEE.
Article 11. Suspension, dissolution and early termination
- LI JIALEE is authorized to suspend the fulfillment of the obligations or to dissolve the agreement if:The Other Party does not, not fully or not timely fulfill its obligations under the agreement;
- After the conclusion of the agreement, LI JIALEE becomes aware of circumstances that give good reason to fear that the Other Party will not fulfill its obligations;
- The Other Party was asked to provide security for the fulfillment of its obligations under the agreement when the agreement was concluded and this security is not provided or is insufficient;Due to the delay on the part of the Other Party, LI JIALEE can no longer be expected to fulfill the agreement under the originally agreed conditions.
- Furthermore, LI JIALEE is authorized to dissolve the agreement if circumstances arise which are of such a nature that fulfillment of the agreement is impossible or if circumstances arise in any other way that are of such a nature that the unaltered maintenance of the agreement cannot reasonably be expected of LI JIALEE.
- If LI JIALEE proceeds to suspension or dissolution, it is in no way obliged to pay compensation for damage and costs incurred in any way.
- If the dissolution is attributable to the Other Party, LI JIALEE is entitled to compensation for the damage, including the costs, caused directly and indirectly.
- If the agreement is dissolved, the claims of LI JIALEE on the Other Party are immediately due and payable. If LI JIALEE suspends the fulfillment of the obligations, it retains its rights under the law and agreement.