1. These conditions of purchase (“the Conditions) shall, unless otherwise expressly agreed in writing, apply to the exclusion of all other terms and conditions to each transaction (“Contract”) for the purchase of Product (“Product”) by HITEK Electronic Materials Limited (“HITEK”) from a supplier (“the Supplier”). These Conditions shall prevail over any other terms and conditions whether contained in a quotation, catalogue, price list, order, acknowledgement or any other document.
2. An Order will constitute an offer by HITEK to purchase Product, subject to these Conditions, acceptance of which will be indicated by the Supplier acting upon the Order, supplying and/or delivering Product (“Order”). No Order will be valid unless duly signed by an authorised signatory.
3. The Supplier shall notify HITEK of any non-conforming product and obtain HITEK’s approval for non-conforming product disposition. Supplier will also notify HITEK of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and where required obtain HITEK’s approval and flow down to the supply chain the applicable requirements including customer requirements.
4. Product shall be delivered to the delivery address specified in the Order on the date or within the period specified in the Order Delivery shall take place when the Supplier, its carrier or agent hands over Product to HITEK, its carrier or agent as the case may he (“Delivery”).
5. The time of Delivery shall be of the essence of each Contract and If Product are not delivered on the date or within the period specified in the Order HITEK reserves the right (without prejudice to its rights under Condition 20 below) to cancel the Order pursuant to Condition 16 below.
6. If the Supplier delivers Product to the wrong address, HITEK reserves the right to refuse Delivery at that address or to charge the Supplier for the cost of subsequent transfer of Product to the correct address.
7. The Supplier shall at all times store Product safely and securely in accordance with normal and accepted practice and HITEKs’ reasonable instructions (if any) and take all reasonable steps to prevent their deterioration until their actual Delivery to HITEK, its agent or carrier.
8. The Supplier shall not at any time exercise or seek to enforce any lien over any or all of Product.
9. Product must be packed safely, securely and in accordance with usual and accepted practice and HITEKs’ reasonable instructions (if any). Product and/or each package must be marked in accordance with HITEKs’ instructions and must bear HITEKs’ appropriate codes and Order numbers and upon Delivery must be accompanied by a readily accessible packing note detailing the contents.
10. The Supplier shall prior to and on Delivery advise HITEK of any special requirements or hazards relating to the transportation and/or storage of Product and Shall affix warnings and instructions in a clearly visible manner on the outside of their packaging giving notice of such matters.
11. The Supplier shall be liable for any damage and consequential loss incurred by HITEK due to bad or insufficient packing of Product and HITEK reserves the right to reject and return any damaged Product at the Supplier’s expense.
12. HITEK shall be entitled to reject any Product delivered which are not in accordance with the Contract.
13. The price of Product shall be as stated in the Order. All Prices shall be exclusive of Value Added Tax and any other tax or duty and, unless otherwise specified in the Order, shall be inclusive of packaging, packing, shipping, carriage, insurance and Delivery (“Price”).
14. Payment shall, unless otherwise agreed in writing, be made 30 days following the calendar month in which Product are delivered or invoiced by the Supplier, whichever is later. HITEK reserves the right to deduct from any monies due or becoming due to the Supplier, any monies due to HITEK from The Supplier.
15. Each invoice of the Supplier shall quote the Order number and any other information reasonably required by HITEK and HITEK shall be entitled to reject invoices which do not conform to its reasonable requirements.
16. Legal title, ownership and risk in Product shall pass to HITEK on Delivery, but without prejudice to any right of rejection.
17. Without prejudice of its other rights, HITEK reserves the right to cancel Orders in whole or in part, for any reason, at any time prior to Delivery by notice in writing to the Supplier; provided that HITEK shall, unless The Supplier has breached The Contract, pay a reasonable price for the work in progress relating to that Order at the date of cancellation. HITEK shall not be liable for any other direct or indirect costs or losses of the Supplier including consequential loss, loss of profits and/or loss of production and damage arising from such cancellation.
18. If the Supplier makes any voluntary arrangement with its creditors, becomes subject to an Administration Order, or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or an encumbrancer takes possession, or a Receiver is appointed over any or all of the property or assets of the Supplier, or the Supplier ceases or threatens to cease to carry on business or HITEK reasonably apprehends that any of the events mentioned in this Condition is about to occur (and notifies the Supplier accordingly) then, without prejudice to any other light or remedy available to HITEK, HITEK shall be entitled to cancel each Contract or suspend any further Orders without any liability on the part of HITEK.
19. Without prejudice to any other rights and remedies of HITEK, the Supplier warrants that:
19.1 The quantity of Product shall be as stated In the Order;
19.2 Product are of satisfactory quality and fit for any purpose held out by or made known to the Supplier by HITEK;
19.3 Product will correspond to their specification at the time of Delivery and shall be free from defects in materials and workmanship
(including minor defects however slight);
19.4 The design, manufacture, constructor supply, use and quality of Product comply in all respects with any relevant statute, statutory rule, order, directive or statutory license, consent or permits which may be in force at the time relating to such Product;
19.5 Product and/or their importation do not infringe the intellectual property rights of any other party;
19.6 Product and all supporting literature and documentation comply with all statutory requirements and regulations relating to the sale of Product;
19.7 Product has all necessary export and/or import licenses and complies with all relevant government export and/or import regulations.
20. Without prejudice to any other remedy, if the Product have not been supplied in accordance with the Contract then HITEK shall be entitled to require the Supplier, within a reasonable period, to remedy any defect in the Product or to supply replacement Product in accordance with the Contract (which shall include replacement of all Product which by reason of this breach of Contract are not reasonably capable of use by HITEK) or, at HITEKs’ sole option (and whether or not HITEK has requested Product to be replaced or defects remedied), treat the Contract as discharged by the Supplier’s breach and require the repayment of the price which has been paid.
21. Without prejudice to any other rights of HITEK, the Supplier shall indemnify HITEK in full against all liability, loss, including consequential and special loss or damage (whether for loss of income, profit or otherwise), damage, costs and expenses (including legal expenses) awarded against or incurred or paid by HITEK, or any other claims for compensation which arise out of or in connection with, the supply of Product or their use or resale by HITEK.
22. The Supplier shall maintain insurance to the full value of Product and any other Product, tools, materials, equipment or other property provided by or on behalf of HITEK for use by the Supplier, while these are in the Supplier’s possession or while the risk ties with the Supplier. The Supplier shall also maintain insurance against the liabilities in Conditions 18 and 20 above.
23. The Supplier shall not without the prior written consent of HITEK assign, transfer or sub-contract any of its rights or obligations under each Contract.
24. Each Contract (including the documents and instruments it refers to), together with the Agreement, supersedes all prior representations, arrangements, understandings and agreements relating to the subject matter and, unless otherwise agreed in writing, sets out the entire, complete and exclusive agreement and understanding between the parties relating to the subject matter.
24.1 The supplier must ensure that all records pertaining to product quality for each Contract are retained and maintained for a minimum period of ten years. These records must include Contract documentation, laboratory reports, test data, works orders, purchase orders and material certificates of conformance.
25. The supplier shall grant a right of access by HITEK, their customer, and regulatory authorities to all facilities involved in the order and to all applicable records.
26 Accordingly HITEK may perform any of its obligations or exercise any of its rights under each Contract by itself or through any other company which is a subsidiary of HITEK, provided that any act or omission of any such other member shall be deemed to be the act or omission of HITEK. It is intended that any such subsidiary may benefit under the Contract and enforce its terms against the Supplier.
26.1 Sublet to Condition 25.1 above, no third party shall acquire rights and benefits under the Contract or any statute.
26.2 Any notice given under these Conditions shall be in writing addressed to the registered office or principal place of business of the addressee or such other address that may at the relevant time have been notified as the correct address.
26.3 No waiver by HITEK of any breach of a Contract by the Supplier shall be considered as waiver of any subsequent breach of the same or any other provision.
26.4 Each Contract shall be governed by and construed in accordance with the laws of England and HITEK and the Supplier shall submit themselves to the non-exclusive jurisdiction of the English Courts.