1. ACCEPTANCE TERMS AND CONDITIONS:

Purchaser herby limits acceptance of this Order to the terms and conditions set forth in this Order, including any terms and conditions in any documents attached to or incorporated by reference in this Order. Said terms and conditions which Supplier agrees to by acknowledgment or delivery of any merchandise specified in this Order constitute the entire contract. Terms and conditions contained in any acknowledgment of this Order which are different from or in addition in the terms and conditions of this Order shall not be binding upon Purchaser unless expressly accepted by it in writing signed by an authorized representative.

2. PRICES AND TAXES:

The acceptance of this purchase order constitutes a warranty that the prices to be charged for articles for services ordered. Unless otherwise specified, the prices set forth in the purchase order include all applicable taxes.

3. DELIVERY:

Time is of the essence of this agreement and delivery must be effected on or before the date stated herein. Purchaser reserves the right to cancel the order without any liability whatsoever if delivery is not made as specified, The Supplier shall notify Purchaser promptly of any such delay which threatens to delay the timely performance by Supplier. In the event Purchaser waives the privilege or cancellation for untimely delivery or failure of delivery on any one shipment, or portion thereof, it shall not constitute a waiver of Purchaser’s right of cancellation on any undelivered shipments. No delivery shall be made more than ten days prior to the delivery date herein specified ,Supplier warrants that all merchandise and components thereof delivered to Purchaser hereunder is free and clear of all liens, claims and encumbrances whatsoever.

4. SUPPLIER PROCESS CHANGE:

The supplier should inform and obtain prior concurrence of the Purchaser, when there is any change in source of Raw Material procured and composition of material. Any process change or packing change should also be informed and obtain concurrence of the Purchaser. For example :
Change to tolerance

• Material change, including change of source
• Change to manufacturing process, including cleaning etc
• Making changes or upgrading molds/ tools
• Replacement of existing equipment
• Change to inspection process, as well as equipment; fixtures etc
• Downstream changes, for example your sub-supplier using an alternate cleaning    
• Solution or process

5. CHANGE ORDERS:

(a) The Purchaser may at any time, by a written order, suspend /increase / decrease the ordered quantities, change the due date or make changes in any one or more of the following:
(i) Applicable drawings, designs or specifications;
(ii) Method of shipment or packing; and/or
(iii) Place of delivery.
(b) If the change causes an increase in the cost or the time required by Supplier for performance of this purchase order and Supplier so notifies Purchaser, than an equitable adjustment will be made in the order price or delivery schedule or both, and the purchase order will be modified accordingly in writing. No claim by Supplier for such an adjustment will be valid unless asserted within twenty (20) days from the date of receipt by Supplier of the notification of change; provided, however, that such period may be extended upon the written approval of Purchaser.

6. INSPECTION AND ACCEPTANCE:

Notwithstanding any prior inspection or payments, all goods will be subject to final inspection and acceptance at Purchaser’s destination within a reasonable time after delivery. In case any item is defective in material or workmanship, or otherwise not in conformity with the requirements of this purchase order, Purchaser will have the right to reject it, to require its correction or to accept it with an adjustment in price. Any item that has been rejected or required to be corrected must be replaced or corrected by and at the expense of Supplier promptly after notice. If, after being requested by Purchaser, Supplier fails to promptly replace or correct any defective item, then Purchaser may, at its option (I) by contract or otherwise, replace or correct such item and charge to Supplier the cost occasioned thereby, (ii) without further notice, cancel this purchase order for default or (iii) require an appropriate reduction in price.

7. QUALITY SYSTEM:

The supplier quality system shall include inspection and testing documentation, records of tests and any non-conformance, drawing and change control, and corrective action. Measurement and test equipment shall be calibrated and traceable to certified standards. Inspection / testing reports and material composition certificates shall be provided by supplier. Any regulatory requirements specified by the purchaser shall be followed by supplier.

8. MATERIAL, TOOLS & EQUIPMENTS FURNISHED:

In the event any material, tools or other equipment is furnished by Purchaser to Supplier in connection with this order, same shall by and remain Purchaser’s property and shall be held by Supplier only as agent of Purchaser. Tools and equipment shall be delivered to Supplier without payment of any rental therefore, but Supplier agrees to accept all risk of loss or damage and at its own expenses to keep such tools and equipment in good condition and will return to Purchaser in as good conditions as when delivered.

9. DESIGN RIGHTS:

Where merchandise is made to drawings furnished by Purchaser (unless such drawings are entirely of standard items made and are furnished by Purchaser to the trade) the ownership of the design shall be Purchaser’s and Supplier shall not furnish the same merchandise or components thereof to anyone else without Purchaser’s written consent. Supplier shall be responsible for the safeguarding of all secret, confidential or restricted matters disclosed or developed hereunder and shall require a similar agreement its sub-contractors or agents, if any, to whom any work or duty in connection with this order shall be allotted.

10. NON-DISCLOSURE OF CONFIDENTIAL MATTER:

Supplier will not quote for sale to others, without Purchaser’s written authorization, any goods purchased under Purchaser’s specifications or drawings. All specifications, drawings, samples, and other data furnished by Purchaser will be treated by Supplier as confidential information of the Purchaser, will remain Purchaser’s property, and will be returned to Purchaser on request.

11. TERMINATION:

Purchaser shall have the right to terminate this order for convenience either in part or in total and its liability shall be limited to actual costs incurred and the pro rata profit rate for the actual costs incurred.