TERMS AND CONDITIONS
This Purchase Order (PO) becomes the exclusive agreement between China Scientific (HK) Limited (hereafter “CSL”) and Supplier for the goods, subject to the Standard Terms and Conditions contained herein. Any of the following shall constitute Supplier 's unqualified acceptance of this PO:
(a) acknowledgement of this PO;
(b) furnishing of any goods under this PO; or
(c) acceptance of any payment.
Additional or different terms and conditions proposed by Supplier shall be void and of no effect unless accepted in writing by CSL. Until so accepted, CSL reserves the right to return goods, at Supplier's expense. In the event of a conflict between the Supplier's terms of acceptance and the PO Terms and Conditions, the PO Terms and Conditions shall govern unless CSL agrees in writing to the Supplier's proposed terms.
2. PO Identification
The PO number must appear on all invoices, bills of lading, packing slips, cartons, and correspondence.
Delivery must be completed within the delivery schedule stated on this PO. Otherwise, CSL reserves the right to
(a) cancel this PO without liability and to charge Supplier with any loss incurred as a result of Supplier's failure to make the delivery within the delivery schedule specified; or
(b) charge a penalty of 0.1% of the total price for every day of breach of the delivery schedule by the Supplier.
Supplier shall invoice CSL upon delivery of the goods and payment shall be made within the stated period after receipt of the invoice. Payment shall be made to the Supplier as stated in the Purchase Order.
CSL reserves the right to change at any time the quantity, packaging, unit size, place and/or time of delivery. Supplier agrees to proceed with this PO in accordance with any such change(s) and to submit a claim request for an equitable adjustment in the PO price or delivery term caused by such change(s). CSL may deem any claim by Supplier for equitable adjustments under this clause waived unless asserted in writing within 10 days from receipt by Supplier of CSL’s change(s). No change in, modification of, or revision to this PO shall be valid unless in writing and signed by an authorized representative of CSL.
Supplier must provide proper and adequate packaging in accordance with best commercial practice, to ensure that the material being shipped to CSL will be free of damage. Packaging must be adequate to allow for rough handling during transit, exposure to extreme temperatures, salt and precipitation during transit and open storage, with consideration for the type of Goods and transportation mode. CSL reserves the right to reject any shipment that is deemed not to have been packaged adequately.
7. Inspection and Acceptance
a) CSL or its representative shall have the right to inspect and/or test the goods at no extra cost to CSL at the premises of the Supplier, at the point of delivery or at the final destination. The Supplier shall facilitate such inspections and provide required assistance.
b) CSL shall have 30 calendar days after proper receipt of the goods purchased to inspect them and either accept or reject them as non-conforming with this PO, unless otherwise stated in the PO. Based on an inspection of a valid sample, CSL may reject the entire delivery. CSL may also charge the cost of inspecting rejected goods to Supplier. All rejected goods will be returned to Supplier, transportation charges collect, or held by CSL for disposition at Supplier's risk and expense. Supplier agrees that CSL's payment under this PO shall not be deemed acceptance of any goods delivered hereunder. CSL's right to reject the Goods shall not be limited or waived by the Goods having been previously inspected or tested by CSL prior to delivery.
c) The Supplier agrees that any acceptance by CSL does not release the Supplier from any warranty or other obligations under this Contract
d) Unless otherwise stated in the PO, title to the goods shall pass when they are delivered and accepted by CSL. Risk of loss, injury, or destruction of the goods shall be borne by Supplier until title passes to CSL.
Supplier represents and warrants that:
(a) The goods are conforming to the specifications, drawings, samples, or other descriptions furnished or specified by CSL and are free from defect in material and workmanship. This warranty shall remain valid for twelve (12) months after the Goods have been delivered to and accepted at the final destination.
(b) It has full title to the goods and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the goods in accordance with this PO;
(c) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this PO;
(d) In all circumstances it shall act in the best interests of CSL;
(e) No official of CSL or any third party has received or will be offered by the Supplier any direct or indirect benefit arising from the PO or award thereof;
(f) It has not misrepresented or concealed any material facts in the procuring of this PO;
(g) It will abide by the highest ethical standards in the performance of this Contract, which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set
9. Rights Of CSL
In case of failure by the Supplier to perform under the terms and Conditions of the Purchase Order, including but not limited to failure to obtain necessary export licenses, or to make delivery of all or part of the goods by the agreed delivery date or dates, CSL may, after giving the Vendor reasonable notice to perform and without prejudice to any other rights or remedies, exercise one or more of the following rights:
(a) Procure all or part of the goods from other sources, in which event CSL may hold the Vendor responsible for any excess cost occasioned thereby.
(b) Refuse to accept delivery of all or part of the goods.
(c) Terminate the Purchase Order.
The Supplier shall at all times defend, indemnify, and hold harmless CSL, its officers, employees, and agents from and against all losses, costs, damages and expenses (including legal fees and costs), claims, suits, proceedings, demands and liabilities of any kind or nature to the extent arising out of or resulting from acts or omissions of the Supplier or its employees, officers, agents or subcontractors, in the performance of this Contract. CSL shall promptly notify the Supplier of any written claim, loss, or demand for which the Supplier is responsible under this clause. This indemnity shall survive the expiration or termination of this Contract.
11. Termination and Re-Procurement
If CSL terminates this PO in whole or in part for default on the part of the Supplier, it may acquire elsewhere goods similar to those terminated and Supplier shall be liable for any excess costs to CSL for those goods. Supplier shall not be liable for any excess costs if the failure to perform under this PO arises from causes beyond its control and without fault or negligence of the Supplier.
12. Independent Contractor
The Supplier shall supply goods pursuant to this PO as an independent contractor and not as an employee, partner, or agent of CSL.
The Supplier agrees to maintain records, in accordance with sound and generally accepted accounting procedures, of all direct and indirect costs of whatever nature involving transactions related to the provision of services under this Agreement. The Supplier shall make all such records available to CSL or the CSL’s designated representative at all reasonable times until the expiration of seven (7) years after the date of final payment, for inspection, audit, or reproduction for the purpose of verifying services or quantities delivered, or the right of Supplier to any price adjustment or extra charge claimed
under this PO. On request, employees of the Supplier shall be available for interview.
14. Settlement of Dispute
Any dispute, controversy or claim arising out of or relating to this PO, or the breach, termination or invalidity thereof shall be settled by negotiation between the Parties. In the event that such negotiation is unsuccessful, either Party may submit the dispute to arbitration. The arbitration will be carried out in accordance with the Hong Kong International Arbitration Centre. The arbitral award will be final and binding.
All information which comes into the Supplier's possession or knowledge in connection with this PO is to be treated as strictly confidential. The Supplier should not communicate such information to any
third party without the prior written approval of CSL. The Supplier shall comply with. These obligations shall survive the expiration or termination of this PO.
16. Assignment and Subcontracting
The Supplier shall not assign or subcontract the Contract or any work under this Contract in part or all, unless agreed upon in writing in advance by the Organization. Any subcontract entered into by the Supplier without approval in writing by the CSL may be cause for termination of the PO.
Failure by either Party to insist in any one or more instances on a strict performance of any of the provisions of this PO shall not constitute a waiver or relinquishment of the right to enforce the provisions of this PO in future instances, but this right shall continue and remain in full force and effect.
If any part of this PO is found to be invalid or unenforceable, that part will be severed from this PO and the remainder of the PO shall remain in full force.