General Sales Terms and Conditions

1. Basic Information 
   1. The Stauff Digital Platform (www.stauff.com) provides functions for product information inquiry and purchase requirement submission. 
   2. For the products we provide on the Stauff Digital Platform, after the prospective purchaser (hereinafter referred to as the "Customer") submits a purchase requirement and receives our written confirmation of acceptance of the purchase requirement, both parties shall enter into a sales contract (hereinafter referred to as the "Sales Contract") in accordance with the following general sales terms and conditions (hereinafter referred to as the "Terms and Conditions"). 
   3. Our Terms and Conditions apply only to entities engaged in the production or operation of goods or the provision of services (including but not limited to natural persons, legal persons, and unincorporated organizations, etc.). 
   4. The products displayed on the Stauff Digital Platform are all industrial products rather than goods sold or services provided to consumers. Therefore, the Sales Contract does not apply to laws, regulations, etc., relating to the consumer protection. 

2. Confirmation of Purchase Requirements 
   1. The display of products on our digital platform does not constitute a legally binding contractual offer by us but is merely a non-binding invitation to treat for the products requested by you. By entering relevant detailed information through the purchase requirement process and clicking the "Confirm and Submit Requirement" button at the end in the manner specified in these Terms and Conditions, you shall be deemed to have submitted a binding purchase requirement (i.e., an offer). We will immediately confirm receipt of your purchase requirement via an automatically generated email. Confirmation of receipt of the purchase requirement does not constitute acceptance of the purchase, and the parties will proceed to the next step of entering into a contract and confirming delivery-related matters. 
   2. The process for submitting a purchase requirement is as follows: visit our digital platform website, register and log in, use the product search tool or directly enter keywords to access product displays. Click the "Add to Cart" button to add products to the cart or click the "Cart" button at any time to view the items in the cart without obligation. If you wish to purchase the products in the cart, please click the "Checkout" button to enter the purchase requirement confirmation process. 
   3. After we receive your submitted purchase requirement offer and issue a written confirmation of acceptance of the purchase requirement to you, both parties will proceed to the contract conclusion process. Both parties must seal and confirm the contract, and the contract confirmed by both parties shall constitute the contract for the purchase of goods in accordance with these Terms. After the contract is signed, the Buyer shall not cancel or change the purchase requirement without our prior written consent, otherwise, it shall constitute a fundamental breach of contract. 
   4. Any changes to the content of the purchase requirement on the digital platform must be communicated to Stauff's sales or customer service personnel and must receive written consent and confirmation. 
   5. When submitting a purchase requirement through the digital platform, you must first register and log in to an account, and enter a password when logging in. Please take care to keep the password secure and prevent it from being lost or disclosed to unauthorized third parties when using the password. When submitting a purchase requirement, you are obligated to provide true and complete information. If there is a change in the information (especially the name, address, and email address), please immediately notify us in writing in accordance with the contact information specified on the digital platform. If you fail to provide such information or provide false or incomplete data from the beginning, and if a contract has been concluded, we reserve the right to terminate the contract without liability. Please ensure that the email address you designate is accessible from the time it is provided and that it can receive emails without being forwarded, closed, or overloaded. 

3.  Price and Payment 
   1. The prices published on our digital platform are ex-tax prices, including Stauff's standard packaging costs and transportation costs for ordinary road, railway, and standard express delivery within China. The calculation of tax rates shall be based on China's legal tax rates. 
   2. You are obligated to promptly remit the payment to our designated account in accordance with the payment terms of the contract signed by both parties. The payment shall not be deemed to have been made until it reaches our company's account. We reserve the right to deliver the goods only after you have made timely and full payment in accordance with the contract. 
   3. If you default on any payment due to us, in addition to all other rights we are entitled to by law, we shall also have the right to: (a) charge interest on the overdue amount at the monthly benchmark loan interest rate published by the People's Bank of China as of the start date of the overdue period, calculated from the due date of the payment to the date of final actual full payment; (b) suspend all deliveries and extend any contract period accordingly; or (c) terminate the contract, stop accepting new orders, and cancel membership registration, among other measures. 

4. Delivery 
   1. The delivery dates and other information displayed on our digital platform are for reference only. We will inform you of the expected shipment date after both parties sign the contract. Unless otherwise explicitly agreed in writing by both parties, the expected shipment date is usually not a fixed date. 
   2. Unless otherwise specified agreed in writing, we will deliver the goods to your designated delivery address within China in accordance with the DAP delivery terms. Delivery shall be deemed completed when the products are delivered to the aforesaid delivery address. 
   3. The place of delivery is limited to the territory of the People's Republic of China ("China"). 
   4. In the following cases, the shipment date shall be appropriately extended: 

- Force majeure, i.e., unforeseeable, unavoidable, and insurmountable objective circumstances beyond our control and for which we are not responsible, such as official measures and orders (whether applicable or not), war, embargoes, epidemics, plagues, fires, earthquakes, floods, storms, explosions, or other natural disasters, and work stoppages. The foregoing provisions shall also apply if such events occur during the period of delayed delivery or with any of our sub-suppliers; 

- Your failure to provide necessary information timely, accurately, and completely; 

- Your failure to perform contractual obligations, particularly the obligation to make full payment. 

1. 5. We reserve the right to make partial deliveries and issue invoices in installments according to actual circumstances. 
   6. If we delay shipment at your request or due to circumstances for which you are responsible, we reserve the right to charge and issue an invoice for storage costs to you after notifying you that the shipment is ready for delivery. The storage cost shall be at least 0.5% of the unpaid shipment amount per week or part of a week, but shall not exceed 10% of the order amount in total. Your assumption of the foregoing liability shall not affect our right to terminate the contract and claim damages in accordance with law or the contract. 
   7. Mode of transportation: the goods shall be carried by a third-party logistics company designated by us, and insurance shall be purchased for the carried goods. 

5. Force Majeure 

If we are unable to make delivery within the corresponding period due to force majeure (refer to Clause 4.4), both parties shall have the right to terminate the contract in whole or in part. If performance of the contract becomes impossible thereafter, we shall not be liable for this, and the foregoing provisions shall equally apply. A party terminating the contract under such circumstances shall not be liable for any claims made by the other party. A party intending to cancel the contract for the above reasons must immediately notify the other party. 

6. Ownership and Risk 
   1. We reserve ownership of all sold goods until you have fully paid all amounts payable by you under the contract signed by both parties. The foregoing provisions shall equally apply if you have paid part of the contract amount. 
   2. If you breach the contract, particularly by failing to pay the amount as agreed in the contract, we reserve the right to terminate the contract in accordance with the law, forfeit the advance payment you have paid as liquidated damages, and require you to return the delivered goods while retaining ownership of them. 
   3. The risk of the goods shall pass to the Buyer when the goods arrive at the place of delivery (excluding unloading). 

7. Quality Assurance and After-Sales Service 
   1. The quality and technical standards of all products sold by Stauff shall be subject to the description in the latest version of the product catalog provided by Stauff. If a technical agreement is signed by both parties, the technical agreement shall prevail. The product quality assurance period shall be 12 months from the date you receive the products. 
   2. You shall inspect the goods upon receipt. If you have any objections to the type, specification, quantity, or appearance of the products, you shall raise them with us within 3 working days; otherwise, they shall be deemed as no objections. If you fail to notify us in a timely manner, you shall be deemed to have unconditionally accepted the goods and waived all related claims. 
   3. We make no warranty or representation and shall not be liable for whether the Stauff products purchased by you are suitable for a particular purpose, merchantable, or free from intellectual property infringement. We shall not be liable for any losses or claims arising from your misuse of the products, improper selection, improper installation, product modification, incorrect maintenance, or incorrect application. 
   4. During the product quality assurance period, please contact Stauff's sales or customer service personnel if after-sales service is required. 

8.  Intellectual Property Rights 
   1. Any materials, information, documents, drawings, etc., obtained by you from Stauff shall be kept strictly confidential and shall not be disclosed to third parties. Unless otherwise agreed in writing by both parties, any intellectual property rights related to the products shall belong to Stauff. 
   2. The customer shall assume all relevant responsibilities for any infringement caused by products produced and sold according to the customer's requirements. 

9. Dispute Resolution 

Both parties agree that any dispute, controversy, claim, or difference arising out of or in connection with the contract shall be resolved through friendly negotiation. If negotiation fails, the dispute, controversy, claim, or difference may be submitted to the people's court with jurisdiction in the place where Stauff Hydraulic Components (Shanghai) Co., Ltd. is located for litigation. The laws of the People's Republic of China shall apply. 

10. Miscellaneous 

The English and Chinese versions of the General Sales Terms and Conditions shall have equal validity. In case of any discrepancy or conflict between the two versions, the Chinese version shall prevail, and no resolution shall be made by applying statutory interpretation.