The terms & conditions included in the articles provided below apply to all offers, agreements, invoices, and payment reminders of 上海岚橙科贸有限公司 also known as Blue Orange and Lancheng and hereinafter referred to as “Lancheng” and its clients hereinafter referred to as "Client".
Lancheng reserves the right to change, alter or modify these terms & conditions from time to time, for any reason, and notice, including the right to terminate the services offered by Lancheng. Lancheng further reserves the right to change, alter, or modify without prior notice the present
Terms & conditions.
Table of Contents:
2. Quotations and/or offers
4. Price, fees, and payment
8. Indemnity and Release
9. Miscellaneous provisions
6. Limitation of liability
7. Terms and termination
8. Who you are contracting with, notices, governing law, and jurisdiction
9. General provisions
1.1. These general terms and conditions apply to all offers and agreements with which lancheng supplies products and/or services of whatever nature to Client, even if these products and / services are not (further) described in these conditions.
1.2. Deviations from these terms and conditions only apply insofar as they are expressly agreed by the parties agreed in writing.
1.3. Any purchase or other conditions of Client do not apply unless they pass through Lancheng expressly accepted in writing.
2. Quotations and/or offers
2.1. All quotations and/or offers are without obligation unless it has been explicitly stated that they are irrevocable and have unless explicitly stated otherwise, a period of validity of thirty (30) days from the date of quotation and/or offer.
3.1. An agreement is only concluded by written acceptance by Lancheng or by the execution of the agreement in which Lancheng provided services and products directly to the Client or through a 3rd party.
3.2. If Lancheng sends an order confirmation to Client, the content of the order confirmation will apply as complete and correct unless the Client within five (5) working days against the order confirmation protests in writing to Lancheng.
3.3. In case no order confirmation or no agreement exists, for example when working on an hourly basis, a related invoice is accepted by Client in case the due date of the invoice has passed and Lancheng can prove products and services have been provided to the Client.
4. Price, fees, and payment.
4.1. All prices, fees, and payments are excluding sales tax (VAT) and other levies imposed by any government. This also includes all national, state, municipal, or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations, and other levies now in force or enacted in the future, all of which Client will be responsible for and will pay in full, except for taxes based on Lancheng’ net income.
4.2. Lancheng is not binding on prices stated by Lancheng in catalogs, price lists, or otherwise. After the formation of an agreement, Lancheng is entitled to increase the agreed prices in case of, inter alia, interim increases and/or surcharges on freight, customs tariffs, goods and/or raw material prices, taxes, wages or social security charges, depreciation of the RMB and/or increase in the foreign currency and all those government measures that increase prices.
4.3. If the aforementioned price in total increases more than 5% of the agreed price excluding VAT, the client will be entitled to terminate the agreement, provided that he informs Lancheng in writing within 1 working day after notification. Client is not entitled to any compensation in case of cancellation.
4.4. Any price reductions implemented by Lancheng's suppliers after the formation of an agreement between Lancheng and Client can only lead to a reduction of the agreed prices if and insofar as Lancheng can purchase against those reduced prices and does not deliver out of existing stock. Lancheng can never be obliged to lower the price.
4.5. All invoices will be paid by Client in accordance with the invoice payments terms stated on the invoice and/or quotation (invoice is always leading). In the absence of specific conditions, payment will be due within fifteen (15) days of the date of each Lancheng invoice. Payment will take place without settlement or suspension for whatever reason, except insofar as it has been established by a judicial or arbitral decision that Client will receive an offsettable counterclaim or has a ground for suspension.
4.6. Late payments hereunder will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower. Any extrajudicial and judicial collection costs, including attorneys' fees, of which the amount is set at a minimum of fifteen (15) % of the total amount.
4.7. If in its judgment Lancheng determines that Client is not creditworthy or is otherwise not financially secure, Lancheng may, upon written notice to Client, modify the payment terms to require full payment before the provision of any services, goods, or other assurances to secure Client's payment obligations hereunder.
4.8. If in the opinion of Lancheng, circumstances give cause to do so, Lancheng can take further action to require security in the absence of which it may suspend the performance of the agreement.
4.9. In case Client does not honor the agreement, neglects to pay the invoice(s) due after 3 reminders, Lancheng is allowed to immediately stop and cancel any third party services it contracted for Client to provide services/products to the Client. Lancheng can never be obliged to keep running these third-party services and can not be sued by Client for any damages caused by stopping or canceling these third party services even when Client still settles the invoices after or during the third party services are stopped or canceled. Lancheng can also not be obligated to enable any of the stopped or canceled services.
5.1. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party’s business, plans, clients, technology, and products, including the terms and conditions of any agreement (“Confidential Information”). Confidential Information will include, but not be limited to, each party’s proprietary software and Client information. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information.
5.2. Information will not be deemed Confidential Information hereunder if such information:
(i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(ii) becomes known, (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;
(iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or
(iv) is independently developed by the receiving party.
All products including customized software delivered to Client remain the property of Lancheng until all amounts, which are due to Client for the products or services delivered or to be delivered under the agreement or activities to be performed, as well as the amounts referred to in art. 4.6. are fully paid to Lancheng. This also includes any indirect services that Lancheng has executed or executes for Client. Any generic software coding or publicly available software coding can not be owned by Client nor Lancheng.
7.1. Client agrees that Client will comply at all times with all applicable laws and regulations and Lancheng’s general rules and regulations relating to its provision of services and products, as updated by Lancheng from time to time (“Rules and Regulations”). Client acknowledges that Lancheng exercises no control whatsoever over the content of the information passing through its services (including the third party) and products containing. It is the sole responsibility of Client to ensure that the data and information it transmits and receives complies with all applicable laws and regulations.
7.2. Client agrees that it will be solely responsible, and at Lancheng’s request will reimburse Lancheng, for all costs and expenses (other than those included as part of the agreement) it incurs in connection with products and/or services provided by Lancheng directly or indirectly through one Lancheng's third party suppliers.
7.3. Client will be fully responsible for any charges, costs, expenses (other than those included in the agreement), and third-party claims that may result from its use of, or access to product and/or services including but not limited to any unauthorized use of any access devices provided by Lancheng hereunder. Except with the advanced written consent of Lancheng.
7.4. Client also agrees that it Client sole responsibility to also comply with GDPR, CCPA, and China data privacy law if applicable when using any of Lancheng services, products, and 3rd party services.
8. Indemnity and Release
Client shall indemnify Lancheng and its parents, subsidiaries, affiliated companies, officers, and employees and hold them harmless from any and all claims and expenses, including legal fees arising from your use of the services and products.
Client shall release Lancheng and its parents, subsidiaries, affiliated companies, officers, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever.
9. Miscellaneous provisions.
9.1. Force Majeure.
Except for the obligations to pay money, neither party will be liable for any failure or delay in its performance due to any cause beyond its reasonable control, including an act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party; (a) gives the other party prompt notice of such cause and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
Client agrees that Lancheng may refer to Client by trade name and trademark and may briefly describe Client's Business, in Lancheng’ marketing materials and web site. Client hereby grants Lancheng a license to use any Client’s trade names and trademarks solely in connection with the rights granted to Lancheng pursuant to this section within the terms and conditions.
During the period beginning on the Installation Date and ending on the first anniversary of the termination or expiration of any agreement with Lancheng in accordance with its terms, Client agrees that it will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by Lancheng during such period.
9.4 Governing Law
Any agreement or dispute between Client and Lancheng will be governed by and construed in accordance with the laws of China. Any dispute relating to the terms, interpretation, or performance (other than claims for preliminary injunctive relief or other pro-judgment remedies) will be resolved at the request of either party through binding arbitration. Arbitrations will be conducted in Shanghai City, Shanghai. In the event any provision regarding an Agreement between Lancheng and Client is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions will remain in full force and effect. The waiver of any breach or default of any agreement between Client and Lancheng will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the rights of the waiving party.
9.5. Assignment Notices.
Client may not assign its rights or delegate its duties under any agreement between Client and Lancheng either in whole or in part without the prior written consent of Lancheng, except that Client may assign an agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Any attempted assignment or delegation without such consent will be void. Lancheng may assign an agreement in whole or part. An agreement will bind and insure to the benefit of each party’s successors and permitted assigns. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party indicated on the signature page hereof, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed, or sent, whichever is earlier.
9.6. Relationship of Parties.
Lancheng and Client are independent contractors and any agreement, if not stated differently within the agreement, will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Lancheng and Client. Neither Lancheng nor Client will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.