Terms of Service

1. Acceptance of these Terms

By visiting the website, submitting an enquiry, accepting a quotation or allowing the Company to begin work, you confirm that you have read and understood these Terms and that you agree to be bound by them. If you do not agree, you should not use the website and should not engage the Company. Where a signed engagement document exists, that document prevails over these Terms to the extent of any conflict.

These Terms apply to every visitor and every client, whether acting personally or for an organisation. If you accept these Terms on behalf of an organisation, you confirm that you have the authority to bind that organisation. If you do not have that authority, you must not accept on its behalf, and the organisation should nominate a person who does.

2. Definitions

In these Terms, the Company means NianXuan Electronic Trade Co., Ltd. The Client means the person or organisation that engages the Company. The Website means the pages served at nianxuantrade.autos. Services means the integrated systems design, commissioning, validation, pre-testing, integration, retrofit and documentation work offered by the Company. Deliverable means any report, drawing, record, documentation pack or other item produced for the Client. Chamber means the screened anechoic test facility operated by the Company.

3. Our services

The Company provides computer integrated systems design and related professional services. These include integrated control system commissioning, embedded firmware validation, electromagnetic compliance pre-testing, sensor network integration, industrial automation retrofits and technical documentation packs. Descriptions on the website are provided for information and do not constitute a binding offer. The precise scope of any engagement is set out in the applicable quotation or engagement document.

References to writing include email unless a provision expressly requires a signature. References to days mean calendar days unless the context indicates working days. Headings are included for convenience only and do not affect the interpretation of any provision.

4. Use of the website

You may use the website for lawful purposes connected with learning about the Company and its services. You must not attempt to gain unauthorised access to any part of the website or its supporting systems, interfere with its normal operation, introduce malicious code, scrape content at a volume that degrades service for others, or use the website in a way that infringes the rights of any person.

The Company may modify, suspend or discontinue any part of the website at any time without notice. The Company does not guarantee that the website will be available without interruption or free of error, although it works to keep it accurate and reachable.

The Company grants you a limited, revocable licence to view the website and to download material for your own internal business evaluation. You may not frame the website within another site, present its content as your own, or remove any notice of ownership. Automated access is permitted only where it does not place an unreasonable load on the server and does not attempt to circumvent any access control.

5. Enquiries and quotations

An enquiry submitted through the website, by email or by telephone is an invitation to discuss, not a binding order. The Company prepares quotations on the basis of the information supplied by the Client. If that information is incomplete or inaccurate, the quotation may change. A quotation remains open for the period stated in it, and if no period is stated it remains open for thirty days from the date of issue.

The Company may ask clarifying questions before quoting, and may decline to quote where the requested work falls outside its competence or its available capacity. A quotation is prepared in good faith on the stated assumptions, and it identifies any significant assumption so that the Client can see where a change in circumstances might affect the price or the schedule.

6. Engagement and scope

Work begins when the Client accepts a quotation in writing or when the parties sign an engagement document. The agreed scope defines what the Company will do. Any request that falls outside the agreed scope is handled as a change, which the Company will describe and price before performing it. The Company may decline work that it cannot perform to its own engineering standard.

The engagement document records the deliverables, the timetable, the acceptance criteria and the point of contact for each party. Where the parties disagree about scope, the written engagement document is the reference. The Company keeps a change log so that every agreed variation is traceable, which prevents disputes that arise from differing recollections months later.

7. Chamber access and safety

Where a programme requires the use of the Chamber, the Client and its representatives must follow the facility access protocol and any safety instruction given by the Company. Equipment brought to the facility remains the responsibility of the Client, including its transport, insurance and safe condition. The Company may refuse access to equipment that appears unsafe or that cannot be mounted on the turntable without risk.

Chamber sessions are scheduled in advance. A session may be rescheduled by the Company where equipment, calibration or facility conditions require it, and the Company will offer the next reasonable available slot.

Because the Chamber is a calibrated instrument, its use is governed by a written procedure. The turntable, the antenna mast and the feed horn are checked before a session, and any deviation is recorded. The Client is welcome to observe a session, and the Company will explain what is being measured, but the engineer in charge retains the final decision on any question of safety or measurement integrity.

8. Fees and payment

Fees are set out in the applicable quotation and are exclusive of taxes unless stated otherwise. Payment terms are stated on the invoice. Where the Company incurs costs on behalf of the Client, such as courier charges or third party calibration fees, those costs are passed on at cost unless the quotation says otherwise. Late payment may result in suspension of work and may attract interest where permitted by law.

The Client is responsible for any tax that applies to the transaction, other than tax on the income of the Company. Where a quotation is accepted in more than one currency, the engagement document states the currency of payment and the point at which any conversion is fixed. The Company issues invoices in a clear and itemised form so that the Client can match each charge to the work performed.

9. Client responsibilities

The Client agrees to provide accurate and timely information, to make equipment and access available as agreed, to nominate a point of contact who can approve decisions, and to obtain any consents needed for the Company to perform the work. Delay caused by the Client may extend the programme schedule and may require the Company to rebook chamber time.

The Client is responsible for ensuring that the equipment it supplies is safe, lawful and free of contamination, and that any software it provides is licensed for the intended use. The Client retains responsibility for the accuracy of the specifications it supplies. Where the Client provides access to a site or a system, the Client will arrange the permissions and escorts that access requires.

10. Intellectual property

The website, its text, its layout and the Company marks are owned by the Company or used under licence. The Client may not reproduce them except as permitted by law or with written permission. Intellectual property created during an engagement is handled as set out in the engagement document. Where the document is silent, the Client receives a licence to use the Deliverables for the purpose for which they were produced, while the Company retains ownership of its underlying methods, tools and know how.

Where a Deliverable includes third party material, the Client is responsible for observing the terms that apply to that material. The Company will identify any such material that it knows about in the Deliverable. Nothing in an engagement transfers ownership of the Company name, its marks or its chamber method, all of which remain the property of the Company.

11. Deliverables and acceptance

The Company will present Deliverables in the agreed format. The Client should review them within the period stated in the engagement document and notify the Company of any defect. Where no review period is stated, the Client is asked to respond within fourteen days. Deliverables are considered accepted once the Client confirms acceptance, uses them in production, or allows the review period to pass without comment.

If the Client reports a defect that is covered by the agreed acceptance criteria, the Company will correct the Deliverable and resubmit it. A request for a change that is not a defect is handled as a variation. Once a Deliverable is accepted, later changes are made under a new agreement so that the record of what was delivered and when remains clear.

12. Confidentiality

Each party may receive confidential information from the other. Each party agrees to use that information only for the purposes of the engagement and to protect it with reasonable care. These obligations do not apply to information that is already public, that is independently developed, or that must be disclosed by law. Confidentiality obligations survive the end of the engagement.

Where a party is required by law to disclose confidential information, it will give the other party prompt notice where that is lawful, and will disclose only the portion that the law requires. Confidential information is stored with access limited to those who need it, and is returned or destroyed when the engagement ends unless retention is required by law or by the terms of the engagement.

13. Warranties and disclaimers

The Company will perform its services with reasonable skill and care and in accordance with recognised engineering practice. The Company does not warrant that pre-testing will guarantee a pass at a formal certification laboratory, because such outcomes depend on factors outside its control. Except as expressly stated, the website and its content are provided as they are, and the Company disclaims all other warranties to the fullest extent permitted by law.

The Company will tell the Client what a measurement can and cannot show. A pre-test result is an engineering indication based on the conditions of the session, and it does not replace the formal determination made by an accredited body. Where the Company recommends a mitigation, it does so in good faith, but the final design decisions remain with the Client, who is responsible for the product it places on the market.

14. Limitation of liability

To the fullest extent permitted by law, the Company is not liable for indirect, incidental, special or consequential loss, including loss of profit, loss of production or loss of data. The total liability of the Company arising from an engagement is limited to the fees paid for the services that gave rise to the claim. Nothing in these Terms excludes liability that cannot lawfully be excluded.

The limitation applies whatever the legal basis of the claim and however it is framed. The parties agree that the fees reflect an allocation of risk in which the Company carries the cost of redoing work that falls short of the agreed standard, while the Client carries the risk of losses that go beyond the value of the engagement itself. This allocation is a fundamental basis on which the Company agrees to perform the work.

15. Indemnity

The Client agrees to indemnify the Company against claims, losses and reasonable costs arising from the Client providing inaccurate information, from equipment that is unsafe or unlawful, or from the Client using a Deliverable outside the purpose for which it was produced. The Company will notify the Client of any such claim and will cooperate in its reasonable defence.

The Client will not settle a claim in a way that imposes an obligation on the Company without the written agreement of the Company. The Company will not settle a claim in a way that admits fault on the part of the Client without the written agreement of the Client. Each party will provide the other with the information that is reasonably needed to respond to a claim.

16. Suspension and termination

Either party may terminate an engagement in accordance with the terms stated in the engagement document. The Company may suspend work where fees are overdue or where safety requires it. On termination, the Client pays for work performed and for costs committed up to the date of termination, and the Company returns or retains Client material as agreed. Provisions that by their nature should survive termination, including confidentiality and limitation of liability, continue to apply.

Where the Company suspends work, it will tell the Client what must be resolved before work can resume. The Company will use reasonable efforts to avoid a suspension and will keep the Client informed of any risk that might lead to one. A suspension does not remove the Client obligation to pay for work already performed or costs already committed.

17. Force majeure

Neither party is liable for a failure to perform caused by events beyond its reasonable control, including natural events, epidemics, labour disputes, failures of utilities or transport, or acts of government. The affected party will notify the other and will resume performance as soon as it reasonably can. If the interruption continues for an extended period, either party may terminate the affected engagement without further liability.

The affected party will keep records of the interruption and will mitigate its effect where it can. If performance resumes, the parties will agree any adjustment to the timetable that the interruption makes necessary. Force majeure does not excuse an obligation to pay for work that was completed before the event.

18. Governing law and disputes

These Terms are governed by the laws of the jurisdiction in which the Company is established, without regard to conflict of law rules. The parties will attempt to resolve any dispute through good faith discussion before commencing formal proceedings. Where a dispute is not resolved by discussion, it is submitted to the competent courts of that jurisdiction, unless the parties have agreed a different forum in the engagement document.

Each service can be engaged on its own or combined with others. Where services are combined, the engagement document sets out the order in which they will be performed and the dependencies between them. The Company may propose a different order where a technical reason makes the original sequence impractical, and will explain the change before acting on it.

The parties will keep the existence and content of any dispute confidential except where disclosure is required to enforce a right or to comply with the law. Before commencing proceedings, the parties will exchange a written statement of the issue and will allow a reasonable period for a senior representative of each party to seek a commercial resolution.

19. General provisions

If any provision of these Terms is found to be unenforceable, the remaining provisions continue in effect. A failure to enforce a provision is not a waiver of it. The Company may assign its rights and obligations to an affiliate or successor. These Terms, together with the applicable quotation or engagement document, form the entire agreement between the parties on their subject matter and replace any earlier understanding.

No addition to or variation of these Terms is effective unless made in writing and accepted by both parties. A provision that is found to be invalid is severed to the minimum extent needed, and the rest of these Terms continues to bind the parties. The rights and obligations of the parties are personal to them, and neither party may transfer them without the written agreement of the other, except as part of a transfer of the whole of its business.

20. How to contact us

Questions about these Terms may be sent to the engineering desk at scheduling@nianxuantrade.autos, by telephone at +14127640521, or by post to NianXuan Electronic Trade Co., Ltd., No 119 Xiangxing Group, Xiangping Village, Chunkou Town, Liuyang City, Changsha - 410000, China (CN). The Company will respond to reasonable enquiries about these Terms in a timely manner.