Standard Purchase Order Terms & Conditions

Article 1: Applicability

1.1           The order placed herewith for the purchase of goods and / or services by Shanghai Unibridge Sourcing, a division of Shanghai Unibridge Enterprise Co., Ltd, (“Buyer”) from Seller, as identified on the Purchase Order, is subject to the terms and conditions of purchase stated herein. Buyer’s Purchase Order and Buyer’s Standard Purchase Order Terms & Conditions and hereafter referred to jointly as “PO”.

1.2           BUYER SPECIFICALLY OBJECTS TO THE INCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS BY THE SELLER IN ACKNOWLEDGING AND ACCEPTING THIS PO. If Seller does include different or additional terms or conditions in its acknowledgement, acceptance, confirmation, invoice, or other written forms sent in response to this PO and Seller expressly conditions its acceptance of this PO upon acceptance by the Buyer of such different and additional terms and conditions, neither Buyer’s acceptance of or delivery of all part of the goods covered thereby nor payment for those goods shall constitute acceptance by Buyer of Seller’s different and additional terms.

1.3           If this PO is made in response to a written proposal or other form of offer from Seller, and if Seller’s proposal or other form of offer contains terms additional to or different from this PO, then BUYER’S ACCEPTANCE OF SELLER’S PROPOSAL OR OFFER IS HEREBY EXPRESSLY CONDITIONED UPON SELLER’S ASSENT TO ALL THE TERMS AND CONDITIONS CONTAINED IN THIS PO. The commencement of any work or the performance of any services purchased hereunder, as well as the shipment of confirming or nonconforming goods shall constitute acceptance by Seller of this PO.

1.4           If Buyer agrees in writing to Seller’s different or additional terms or conditions, all other provisions of   this PO shall remain in full force.  If there is a conflict of terms and conditions, this PO will prevail.

Article 2: Binding Orders

2.1           This PO constitutes an offer and may be revoked or changed by Buyer at any time before its acceptance in writing by Seller.

2.2           The Buyer may require the Seller to acknowledge and confirm within the time period specified by the Buyer in Buyer’s acknowledgement form provided by the Buyer.

Article 3: Price and Payment

3.1           Seller guarantees that the prices on the face of this PO shall not be increased unless agreed to in writing.

3.2           Unless expressly agreed to the contrary, all prices shall be net selling price (after deductions for discounts, promotions, etc.)

3.3           Seller further guarantees that the prices contained in this PO do not exceed the maximum establish by federal or state law.

3.4           Buyer shall receive the benefit of any general reduction that Seller may make in the price of goods with the quality and quantity provided for in this PO.

3.5           Unless otherwise agreed to in writing by Buyer, the purchase price set forth on the face of this PO constitutes the full amount due from Buyer to Seller pursuant to this PO.

3.6           Buyer shall pay the purchase price within sixty (60) days after delivery of the goods or revoke its acceptance of all or part of the goods in accord with the applicable laws as set forth in Article 19, except as modified by the terms of this PO. If the goods are delivered prior to the delivery date specified by this PO, the Buyer reserves the right to make payment in accord with the provisions of this paragraph 3.6 with the term for payment commencing on the agreed date of delivery rather than the actual date of delivery. The Buyer reserves the right to charge Seller for any costs of warehousing storage resulting from early delivery of the goods, or to return the goods to the Seller at Seller’s expense.

Article 4: Warranty

4.1           Seller expressly warrants that the goods or services purchased in accord with this PO shall confirm to the specifications, drawings, samples or other descriptions furnished or specified by Buyer, if any were provided, including performance specifications, and in addition will be fit for the purpose intended, be of good material and workmanship, and be free from any defect and material, labor or fabrication. THE WARRANTIES CONTAINED IN THIS PARAGRAPH ARE IN ADDITION TO WARRANTIES AND REMEDIES PROVIDED BY THE APPLICABLE LAWS AS SET FORTH IN ARTICLE 19.

Article 5: Inspection and Testing by Seller

5.1           Prior to leaving Seller’s location, the Seller shall carefully inspect and test whether the goods are in compliance with this PO. At the Buyer’s request, the Seller shall submit, at Seller’s expense, a certified copy of the text reports.

5.2           The Buyer shall have the right to inspect and test the goods or their performance during their processing, manufacturing or storage by Seller.

5.3           Buyer or its agents shall have access during normal business hours to the Seller’s facilities where the goods, ordered by the Buyer, are manufactured, processed or stored.

Article 6: Packaging and Shipment

6.1           All goods ordered pursuant to this PO shall be suitably packed, marked and shipped in ordinance with the requirements of common carriers in a manner to secure lowest transportation costs.

6.2           Seller must follow all Buyer’s written instructions as to labeling, packing, palletizing, certification of standard, etc. These instructions shall be strictly followed unless Buyer expressly agrees in advance to any modifications.

6.3           Seller shall follow all of the Buyer’s written instructions as to mode and routing of shipments including designation of common carrier.

6.4           Unless otherwise specified on the face of this PO or authorized in writing by the Buyer, all shipments are F.O.B and shall be made at Seller’s expense and risk. Unless otherwise expressly shown on the face of this order no charge will be allowed for packing, boxing, freight, expense or cartage. If the price herein does include freight and the freight rate for charges between point of shipment and designation are reduced by cost of loading goods for shipment, the price paid shall be reduced accordingly and Buyer shall entitle to a credit equivalent to such reduction.

6.5           Duplicate itemized invoices showing Buyer’s PO, accompanied by bill of lading covering each shipment and giving weight and rate must be rendered on the date of shipment.

6.6           In addition to other rights and remedies provided to this PO, Buyer may reject goods shipped contrary to instructions or not in a recognized standard shipping container.

Article 7: Storage

7.1           If the Buyer, for whatever reason, is not be able to take delivery of the goods at the time agreed upon and the goods are ready for delivery, the Seller shall, at the Buyer’s request, store and safeguard the goods and take all reasonable steps to prevent the quality from deteriorating until they have been delivered to the Buyer. The Buyer and the Seller shall make separate arrangements related to the payment and date of delivery.

Article 8: Transfer of Title and Passing of Risk

8.1           Title to and the risk of loss of the goods covered by this PO shall not pass to the Buyer until delivery of goods at Buyer’s facility and accepted by Buyer.

8.2           Seller assumes all responsibility for and expense of preparing and filing claims against carriers for loss or damage to goods in transit.

8.3           If Seller postpones the delivery at Buyer’s request as provided in Article 7.1 and stores goods at the Buyer’s request, title in goods shall pass to the Buyer, provided payment has been made, but the risk in the goods shall remain with the Seller. The Seller shall store goods separately as the recognized property of the Buyer.

Article 9: Delivery

9.1           Delivery of goods purchased under this PO must be made within the time specified by the Buyer on the face of this order unless Buyer approves in writing of a revised delivery schedule per Article 7.1 of this Agreement.

9.2           Seller shall promptly notify Buyer in writing if Seller has reason to believe that deliveries will not be made as scheduled, stating the causes for the delay.

9.3           TIME IS OF THE ESSENCE AND THE SELLER IS HEREBY NOTIFIED THAT FAILURE TO SHIP ON TIME WILL RESULT IN SUBSTANTIAL DAMAGE TO BUYER.

9.4           Unless otherwise specified by this PO, all good purchased under this PO must be tendered in a single delivery and not to lots from time to time.

9.5           If delivery is not made as specified in this PO, Buyer may terminate this PO as to all or any portion of the goods ordered and Seller agrees to indemnify Buyer for any loss, damage or penalty resulting from Seller’s failure to make delivery as specified including any incidental and consequential damages. Buyer may further return, with a carrier chosen by Buyer and at Seller’s expense and risk, any goods delivered pursuant to this PO which are no longer useable or saleable by Buyer as the result of Seller’s breach of delivery terms of this Agreement.

Article 10: Right of Inspection and Rejection

10.1         All goods are received subject to Buyer’s right to inspection at Buyer’s facility before payment or acceptance. Payment for the goods purchased pursuant to this PO shall not constitute acceptance of the goods.

10.2         Buyer’s rejection or revocation of acceptance of any goods or services purchased pursuant to this PO shall be effective if Buyer notifies Seller within one (1) month following Buyer’s discovery of the defect or other breach justifying rejection or revocation of acceptance.

10.3         Any rejected goods may be returned or held at Seller’s risk and expense, and Buyer may charge Seller with the cost of transportation, shipping, unpacking, examining, repacking, reshipping, or like expenses.

10.4         At Buyer’s option, Seller shall at immediately, if at all possible, and at Seller’s expense, including transportation costs, replace the rejected goods or services, but goods returned as defective shall be replaced without Seller’s written authorization.

10.5          For two (2) years after the date of this PO, Buyer or its designees shall have the right, at its expense, with or without reasonable notice, to inspect Seller’s plants and equipment, and copy and review information and records relevant to the manufacture and sale of products, and as otherwise necessary to confirm ongoing compliance with the terms of this Agreement.  The right to audit shall include subcontractors in which goods or services are subcontracted by Seller.  Seller shall maintain a reasonable accounting system to substantiate their compliance with this Agreement. Seller shall furnish all requested information, records and materials in Seller’s possession or control to facilitate such inspection, including but not limited to: (i) personnel files on each employee reflecting proof of age, (ii) working hours and payroll records by employee; (iii) local health and safety evaluations; (iv) employee grievances and suggestions and employer responses; (v) documentation of exemption from local law; (vi) payroll records; (vii) terms and conditions of employment.  Upon Seller’s receipt of Buyer’s notice of non-conformity with this Agreement, Seller shall at its expense promptly take all measures necessary to remedy the deficiencies or non-compliance noted by Buyer or its designees.

10.6        Seller shall inspect all products for quantity and quality for each product shipment. Buyer or its agent shall also have the right to make its own inspection and reject any products not complying with this Agreement or this PO. Buyer may dispatch, at its own expense, a quality control person to work with Seller personnel for purposes of inspecting any facility at which any products are being manufactured or assembled (including any facilities of Seller, its affiliates, subsidiaries, subcontractors and suppliers) and any and all products at any stage of manufacture, assembly, or delivery. Such person(s): (i) shall have unrestricted access to that portion of Seller’s plant facilities where products are manufactured, (ii) shall take possession and control of a reasonable number of samples, and (iii) in cooperation with Seller’s engineers shall have the right to review quality control with respect to the material and workmanship of products being manufactured by Seller. Each shipment of products manufactured, exported and sold hereunder to Buyer shall be accompanied by accurate quality control reports (the nature, content and form of such reports to be agreed by Seller and Buyer) prepared by Seller with respect to the shipment.