Our purchase order constitutes our offer to purchase the goods or services described therein at the prices indicated, subject to the terms and conditions set forth below. Your acknowledgment of our purchase order, or your response to an order, constitutes your acceptance of our offer and shall create a binding contract in accordance with these terms and conditions. Your acceptance of our offer to purchase is limited to the terms of our purchase order, including these terms and conditions.
We object to the inclusion of any terms or conditions proposed by you that are different from or in addition to the terms and conditions of our purchase order (including these terms and conditions). Our acceptance of goods or services does not constitute an agreement to any such terms and conditions offered by you,
Your invoice should be marked with the purchase order number shown on our purchase order, should match the amount and description shown on our purchase order, and should be mailed to us with an Accounts Payable notice immediately after shipment, and no earlier than Shipped on the date shown on our purchase order unless otherwise stated.
Delivery of any Goods shipped from China shall be made by Joe Green at the time and date specified on our Purchase Order or such other date as we may later specify in writing. If the goods are to be shipped from outside the United States and the applicable purchase order specifies a delivery period, that period shall be in accordance with Incoterms. Unless otherwise specified, all goods shall be physically delivered to our factory in accordance with our instructions.
Notwithstanding any agreement to pay for shipping, courier or other shipping charges, you are solely responsible for the risk of loss or damage in transit. Time is of the essence with our purchase orders. You will promptly notify us of any pending strikes or other circumstances reasonably likely to delay the shipment of the Goods.
All shipments should be properly packaged or otherwise prepared for shipment to ensure safe arrival. There will be no charges for packaging, crating, shipping or delivery unless otherwise stated on our purchase order. Each container must be marked with an order number and delivery address, and each shipment or delivery must be accompanied by a detailed packing slip.
At our option, late shipments and early shipments may be refunded to you at your risk and expense, or may be retained by us.
All shipments will be counted, inspected and tested by us at your facility and ours. Payment will be subject to final inspection at our factory. You will bear all shipping costs, other costs and risk of loss for the return of any rejected or other non-conforming merchandise. Notwithstanding the foregoing, we may elect to keep all or some nonconforming merchandise and deduct the cost of repairing such defects from the purchase price. In no event shall our payment of all or any part of the purchase price constitute acceptance or waiver of our right to reject non-conforming merchandise.
Unless expressly stated otherwise on our purchase order, title to all models, dies, dies, tooling, jigs and special fixtures supplied or paid for by us shall remain our property and you shall transfer all such materials upon request delivered to us. All such materials must be kept in good condition, adequately insured for our protection, and used only for work for which we have ordered or authorized in writing.
Items or services on our purchase order may require design work, product development, specification development, or other work products. Unless expressly stated to the contrary in our purchase order, all such work products and all know-how associated with such work products are our exclusive property and shall be delivered to us upon request.
In no event shall any such work product or any part thereof be considered your property, nor shall you exercise or attempt to exercise any title or ownership interest therein. You shall execute further assignments and other documents (including, without limitation, copyright and patent assignments) as we may reasonably request, to demonstrate or perfect our ownership of such work products.
As used herein, "confidential information" means any information you obtain from us about our current or future products, processes, business practices, customers, assets or other matters, whether or not such information is designated or not Marked as confidential does not include any information that is publicly available at the time it is provided or thereafter, unless you violate this paragraph. You will (i) keep all Confidential Information strictly confidential, (ii) not use any Confidential Information in the execution of our Purchase Orders, and (iii) not at any time release or disclose Confidential Information to any other party unless your employees and Contractors need such materials or information to perform our Purchase Orders, and (iv) use best efforts to prevent your employees, your contractors, and your contractors’ employees from using or disclosing Confidential Information to any party, except as permitted by this paragraph , and (v) return all Confidential Information to us upon our request to complete or terminate our purchase order. You will be responsible for violations of the restrictions contained in these terms and conditions by your employees.
The provisions of this paragraph shall survive the fulfillment or termination of our purchase order. You will be responsible for violations of the restrictions contained in these terms and conditions by your employees. The provisions of this paragraph shall survive the performance or termination of our purchase order. You will be responsible for violations of the restrictions contained in these terms and conditions by your employees. The provisions of this paragraph shall survive the performance or termination of our purchase order.
Providing a Certificate of Origin for all goods is an important part of your obligation. We may refuse payment or terminate our purchase order if you fail to provide a Certificate of Origin at least annually and concurrently with any change in the origin of any merchandise.
All specifications, drawings and data submitted to you with our purchase order are included. You expressly warrant that all goods (i) are free from defects in material and workmanship, (ii) conform to applicable specifications, drawings, samples, descriptions or other instructions we provide to you, and (iii) if we do not have the design specifications provided, do not exist Design flaws. This warranty is in addition to any other warranties you provide to us.
You warrant that the merchandise you provide to us will not and will not infringe any valid U.S. or foreign patent, trademark, copyright or other proprietary right, unless such infringement necessarily arises from the specifications we provide to you.
You represent and warrant that all merchandise complies with all applicable laws, regulations, rules, regulations or orders of the United States government or any state or political branch thereof. Without limiting the generality of the foregoing, you represent and warrant that any merchandise within the scope of Section 303(c) of the Federal Food, Drug, and Cosmetic Act will not be adulterated or misbranded, nor will it become an article or commodity pursuant to Section 404 or 505 of the Act may not introduce it into interstate commerce. You further represent and warrant that all merchandise falling within the scope of the U.S. Food, Drug, and Cosmetic Act, Title 21 Code of Federal Regulations, USP Class VI or ISO 10993 standards has been manufactured in accordance with Good Manufacturing Practice and complies with all such laws, regulations and the current revision of the standard.
You will cooperate with any inspection by the FDA or other regulatory agency and will notify us within 24 hours of receiving notification of any inspection or inquiry by the FDA or other regulatory agency regarding goods we have purchased from you.
Yoyie is an equal opportunity employer and you are subject to the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These statutes prohibit discrimination against qualified individuals based on their status as protected veterans or persons with disabilities, and prohibit discrimination against all individuals based on race, color, religion, sex, sexual orientation, gender identity, or national origin.
Each party shall perform its obligations under this Agreement in accordance with all applicable laws, regulations and other legal requirements, including but not limited to laws or regulations related to prohibited or restricted substances, such as TSCA Section 6(h), RoHS, WEEE, REACH, CA Prop 65, etc. Suppliers shall legally maintain records of such compliance and shall provide any documentation reasonably requested.
In the event of a non-conforming product/material, you must contact us. Arrangements for approval of non-conforming product/material must be made as directed by our supply chain representative. You must notify us of any changes to products and/or processes and obtain approval from our authorized supply chain representative. Yoyike, its customers and regulators reserve the right to access all of your facilities and all applicable records referred to in this order. The AS9100 standard requires you to pass all applicable customer/regulatory/AS9100 requirements down to sub-suppliers (including requirements in purchasing documents and key characteristics if required).
Records related to this transaction will be made available to our clients and regulators in accordance with contractual or regulatory requirements. The standard also requires us to ensure that our suppliers understand their contribution to product or service consistency, their contribution to product safety and the importance of ethical behavior. Unless we specify otherwise, any records related to the Purchase Order must be retained for not less than one (1) year from the date of completion. We expect 100% on time delivery. If the agreed delivery time cannot be met, the appropriate Yoyike Supply Chain representative must be notified in advance. Based on the purchase order provided, we require that the product you provide is correct and free of defects. We may also require specific action if corrective action is not taken in a timely and/or effective manner to the problem.