General Terms & Conditions
Deep Sea Supply (Shenzhen) Co., Ltd.
Effective Date: January 1, 2024
Article 1: Definitions and Scope of Application
1.1 “Deep Sea Supply”, “Company”, or “Seller” refers to Deep Sea Supply (Shenzhen) Co., Ltd., a company incorporated under the laws of the People’s Republic of China, with registered address at 18/F, Block A, Donghu Building, Aiguo Road, Luohu District, Shenzhen.
1.2 “Customer” or “Buyer” refers to any natural person, legal entity, or other organization that purchases ship provisions and/or marine stores from the Company.
1.3 “Products” refers to ship provisions, marine stores, and related products supplied by the Company, as specified in the order or quotation.
1.4 “Order” refers to a purchase offer issued by the Customer to the Company through the Company’s platform, email, fax, or other written means.
1.5 These Terms apply to all legal relationships arising from the sale of Products between the Company and the Customer. By placing an Order, the Customer is deemed to have agreed to and accepted all terms herein.
Article 2: Quotation and Orders
2.1 Quotations provided by the Company through the platform, email, or written means are for reference only and do not constitute an offer. Quotations are valid for 7 calendar days from the date of issuance; confirmation is required thereafter.
2.2 After the Customer submits an Order through the platform or issues a purchase offer via email, fax, or other written means, the Company shall confirm or reject it within 48 hours. An Order is formed only upon written confirmation (including email confirmation) by the Company.
2.3 After an Order is confirmed, any change to product types, quantities, delivery port, or delivery date requires written consent from both parties. Unilateral changes without written consent are invalid.
2.4 If the delivery date or port needs to be adjusted due to changes in the vessel’s port call schedule, the Customer shall notify the Company in writing at least 48 hours in advance. The Company shall make reasonable efforts to accommodate the adjustment but shall not bear any additional costs arising therefrom, unless otherwise agreed.
Article 3: Pricing and Payment
3.1 All product prices are quoted in US Dollars (USD) unless otherwise agreed in writing. Prices include product cost, packaging, and delivery to the designated port, excluding import duties, taxes, and other government charges (if applicable).
3.2 Payment methods:
- Cash on Delivery: The Customer pays the full amount in USD cash or other mutually agreed means upon delivery of the Products.
- Monthly Settlement: Customers approved by the Company may enjoy monthly settlement. Monthly settlement customers shall settle all outstanding amounts for the preceding month within 30 days from the last calendar day of each month. For overdue payments, the Company reserves the right to charge a late fee of 0.05% per day and to suspend further supply.
3.3 Customers applying for monthly settlement must complete and submit the KYC (Know Your Customer) form as required by the Company. Monthly settlement terms are available only upon approval. The Company reserves the right to request updated KYC information at any time.
3.4 If exchange rate fluctuations cause significant cost changes, the Company reserves the right to adjust prices upon 7 days’ prior written notice to the Customer. Confirmed Orders are not affected by price adjustments.
Article 4: Delivery and Transfer of Risk
4.1 The Company provides delivery services only at the following ports: Qingdao, Shanghai, Ningbo, Shenzhen, Guangzhou, Qinzhou, Beihai, Fangchenggang, Zhanjiang, Yangjiang. Delivery to other ports requires prior negotiation and written confirmation with the Company.
4.2 Delivery is made on Free Alongside Ship (FAS) terms. The Company delivers the Products to the designated port terminal; risk transfers to the Customer when the Products pass the ship’s rail.
4.3 The Company shall deliver according to the time and port specified in the Order. If delivery is delayed due to force majeure, port congestion, customs inspection, severe weather, or other causes beyond the Company’s control, the Company shall not be liable for breach but shall promptly notify the Customer and take reasonable measures to mitigate losses.
4.4 The Customer shall ensure that the vessel calls at the port to receive the Products within the agreed delivery time. If the Products cannot be delivered on time due to the Customer’s reasons (including but not limited to the vessel not calling at port on schedule, no one to receive, etc.), all resulting storage, preservation, and other additional costs shall be borne by the Customer.
Article 5: Quality and Inspection
5.1 The Company warrants that the Products supplied comply with relevant food safety standards and industry standards of the People’s Republic of China. Fresh vegetables and fruits shall be fresh, free from rot, and free from obvious damage at the time of delivery.
5.2 The Customer shall inspect the Products upon delivery. If any discrepancy in quantity, quality defect, or packaging damage is found, it shall be raised with the Company’s delivery personnel on site and noted on the delivery note.
5.3 For latent quality defects (i.e., defects that cannot be discovered through reasonable inspection at delivery), the Customer shall notify the Company in writing within 48 hours of discovery and provide relevant evidence (photos, videos, etc.). The Company shall respond and handle the matter within 5 working days of receiving the notice.
5.4 If quality defects are confirmed by both parties, the Company may choose to replace the Products, resupply, or refund the corresponding amount. The Company’s liability is limited to the value of the defective Products and does not cover indirect or consequential damages.
Article 6: Liability for Breach
6.1 Either party that breaches these Terms or the Order shall bear liability for breach and compensate the other party for direct losses suffered thereby.
6.2 If the Customer cancels a confirmed Order after the Company has commenced preparation, the Customer shall compensate the Company for preparation costs incurred. For customized or perishable Products, the Customer shall pay the full Order amount.
6.3 If the Company is unable to deliver according to the Order due to its own reasons, it shall promptly notify the Customer and negotiate alternative arrangements. If no alternative can be reached, the Company shall refund any amount paid by the Customer.
Article 7: Force Majeure
7.1 “Force Majeure” refers to objective circumstances that are unforeseeable, unavoidable, and insurmountable, including but not limited to natural disasters (typhoons, earthquakes, floods, etc.), war, armed conflict, government actions (bans, blockades, quarantine restrictions, etc.), strikes, port closures, and major epidemics.
7.2 If force majeure prevents or delays performance, the affected party shall notify the other party in writing within 48 hours and provide relevant supporting documents within 15 days.
7.3 If force majeure persists for more than 30 days, either party may terminate the contract by written notice, and neither party shall bear liability for breach.
Article 8: Confidentiality
8.1 Both parties are obligated to keep confidential the other party’s business information obtained during cooperation (including but not limited to pricing, customer information, supply channels, technical data, etc.) and shall not disclose it to any third party without written consent.
8.2 Confidentiality obligations survive termination of the contract for a period of 3 years.
Article 9: Dispute Resolution and Governing Law
9.1 These Terms and all Orders and transactions between the parties shall be governed by the laws of the People’s Republic of China (excluding its conflict of laws rules).
9.2 Any dispute arising from or related to these Terms or Orders shall first be resolved through friendly negotiation. If negotiation fails, either party may submit the dispute to the competent people’s court in Shenzhen for litigation.
Article 10: Miscellaneous
10.1 The Company reserves the right to amend these Terms at any time. Amended Terms take effect from the date of publication and do not affect the validity of confirmed Orders.
10.2 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.3 These Terms are written in both Chinese and English. In case of any discrepancy between the two language versions, the Chinese version shall prevail.
Deep Sea Supply (Shenzhen) Co., Ltd.
Address: 18/F, Block A, Donghu Building, Aiguo Road, Luohu District, Shenzhen
Email: provision@deepseasupply.com.cn
