General Terms and Conditions

Terms and Conditions of Order



This Terms and Conditions of Order (“Agreement”) apply to any services rendered by or mandated to a Supplier as defined in Clause 1.1 below (“Supplier”) by Asian Procurement Limited as defined in Clause 1.1 below (“Company”) (hereinafter collectively referred to as the “Parties”), as the case may be, pursuant to conclusion of a purchase order (“Purchase Order”) enclosing these standard terms and conditions or incorporating them by reference. 

本订单条款和条件(以下称为“协议”)适用于以下第1.1条所定义的Asian Procurement Limited(以下称为“公司”)指定或委托的第1.1条所定义的供应商(以下称为“供应商”)(以下统称为“双方”)所提供的任何服务,视情况而定,根据签订的采购订单(以下称为“采购订单”)所包含或因引用而纳入的这些标准条款和条件。


The terms and conditions embodied in this Agreement shall be regarded as accepted and agreed to by the Parties by either the act of signature hereof or acceptance of a Purchase Order from the Company and shall be applicable to all Purchase Orders and associated Deliverables (as defined hereinafter) as agreed between the Parties. The terms and conditions contained in this Agreement shall remain to apply until amended by the Company in which event the amended terms and conditions shall apply with respect to any orders placed subsequent to the amended terms and conditions having been communicated to all the Parties concerned.


  1. Definitions


1.1 In this Agreement, unless otherwise indicated by the context, the following definitions will apply:


the/this Agreement”  means these Terms and Conditions;

“该/本协议”          指这些条款和条件;

Company”          Asian Procurement Limited and as the context may require, reference to “Company” shall also refer to any company associated with, or belonging to the same group as Asian Procurement Limited;

“公司”              Asian Procurement Limited和依上下文的要求,所指的“公司” 包括任何和Asian Procurement Limited有关联或与其属于同一集团的任何公司。      


Confidential Information means any and all information or data owned and disclosed by the Company or any Customer/s to the Supplier, which may be within the possession or control of the Supplier, whether in oral, written, tangible, visual or electronic form, stored in files, archives, systems, networks, databases or any other form of storage, including but not limited to tables, lists, programs, samples, models and materials, whether marked or identified as proprietary or not, which by its nature or content is identifiable as, or could reasonably be expected to be, confidential and/or proprietary to. Any information determined in the sample inspection and analysis, product design or product design instructions, any information concerning business, transactions, finance, operation, product and service, promotion service and opportunity, consumer, supplier, plan, invention, program, business secret, know-how, show-how, proprietary technology, design right, the Company’s Customer or research result software and intellectual property right and any technical information or business information owned by the Company, which may be disclosed in the form of, including but not limited to, letters, faxes, memos, minutes of meetings, agreements, contracts, reports, handbooks, software source codes, plans, or e-mails is also regarded as confidential. Any dispute between the Parties resulting from this Agreement shall also be deemed confidential for purposes of the Parties’ ongoing relationship; 

“保密信息”            指公司或任何客户所拥有的或向供应商披露的任何和所有的信息或数据,可能在供应商的占有或控制范围内,无论是口头的、书面的、有形的、视觉的或电子形式储存于文件、档案、系统、网络、数据库或任何其他形式储存的,包括但不限于表格、列表、程序、样本、模型和其他材料,从其性质或内容均能识别为或能合理预见为是机密的和/或专有的,无论其是否被标注或识别为专有。经样品检验和分析,产品设计或产品设计说明书所确定的任何信息,关于业务、交易、财务、运营、产品、服务、服务提升和机会、消费者、供应商、计划、发明、项目、商业秘密、专有技术、技术示范、专利技术、版权、公司客户或研究成果的软件和知识产权及公司所有的任何技术信息或商业信息,可能以(包括但不限于)信件、传真、备忘录、会议记录、协议、合同、报告、手册、软件源代码、计划或电子邮件形式所存载的所有信息均视为保密信息。双方之间因本协议产生的任何争议也应被视为持续双方关系之目的的保密信息。 

Customer/s all customers of the Company including all customers that may have direct dealings with the Supplier pursuant to this Agreement;

“客户”                公司的所有客户包括根据本协议可能与供应商有直接往来的所有客户;


Deliverables”         any tool, mold, sample or other product developed and/or manufactured in accordance with the Purchase Order in accordance with the prescribed product and quality specifications and conformance requirements;

“应交付产品”          按照产品规定和质量规格及符合要求的采购订单,开发和/或生产的任何工具、模具、样品或其他产品;

Parties”              refers to the Company and the Supplier, and any reference to “a Party” shall refer to one of the relevant Parties as required by the context;

“双方”                指公司和供应商,及任何“一方”是指上下文所要求的相关方的任何一方;

Product Quality Parameters as agreed in writing on an order by order basis;

“产品质量标准”            以每份订单书面约定的内容为基础;

Purchase Order the document and its attachments in which the order is described, including but not limited to tooling order, purchase order or sample order;

“采购订单”                指订单描述的文件及其附件,包括但不限于模具订单,采购订单或样品订单;

Representatives means, in relation to the Supplier, its directors, officers, employees, agents, professional advisers, any agent of the holding company or branch (if applicable) and sub-contractors; 

“代表”                    指供应商及其董事、职员、雇员、代理、专业顾问,控股公司或分支机构(如适用)和分包商的任何代理;

Supplier the manufacturer who renders service or is mandated to perform in terms of the Purchase Order;

“供应商”                  指依据采购订单须提供或履行服务的生产商;

Shipping Documents all relevant documents serving as confirmation that the Deliverables were dispatched by air, land or sea transport to a relevant Customer or to such address as the Company has specified to the Supplier, which documents will include, but not be limited to, any and all relevant quality assessments as well bills of lading or, if applicable, airway bills; and

“货运单据”                指所有有关文件,以确定应交付产品是由航空、陆地或海上运输方式送达至相关客户或公司已向供应商指明的地址,有关文件包括但不限于,任何和所有相关的质量评估和提单(如适用),空运提单;和

Tooling all manufacturing components and machines needed for the production of the Deliverables, including but not limited to fixtures, gauges, molds, dies, jigs, cutting equipment and patterns, and all related items.

“模具”                为制造应交付产品所需的所有生产零部件和机器,包括但不限于夹具、量具、注塑模具、压铸模具、工装、切割设备和模具,及所有相关的器具。





2.1. The Supplier acknowledges that –



2.1.1. the Confidential Information is a valuable, special and commercial asset of the Company and/or its Customers; and

保密信息是公司和/或其客户的宝贵的、特别的和商业化的资产; 和

2.1.2. the Company and/or its Customers may suffer irreparable harm or economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with this Agreement.


2.2. All Confidential Information disclosed by the Company to the Supplier or which otherwise comes to the knowledge of the Supplier or to which it gains access, pursuant to any proposed or existing business transaction, is acknowledged by the Supplier–


2.2.1. to be proprietary to the Company and/or its Customers;  


2.2.2. not to confer any license or rights of whatsoever nature, whether under any patent, copyright, trademark, trade secret or otherwise, except the limited right of use of such Confidential Information referred to in this Agreement on the Supplier, granted by virtue of the Company allowing the Confidential Information to be furnished to the Supplier;  and 

无论在任何专利、版权、商标、商业秘密或其他方式下,均不授予任何许可或任何性质的权利,除本协议提到的供应商所享有的使用该等保密信息的有限权利,且公司允许提供给供应商的保密信息; 和 

2.2.3. shall remain the sole and exclusive property of the Company or its Customers, as the case may be, and shall be returned to the Company or be destroyed by the Supplier at the Company’s written request in accordance with clause 4 of this Agreement.


2.3. The Supplier irrevocably and unconditionally agrees and undertakes –


2.3.1. to treat and safeguard the Confidential Information as strictly private, secret and confidential at least in the same degree as the Supplier treats and safeguards its own confidential information, but in no event less than a reasonable degree;


2.3.2. to conduct its affairs and take all reasonable steps in so far as it is within its power to ensure that it is not called upon to disclose any of the Confidential Information;


2.3.3. not to use or permit the use of the Confidential Information, whether directly or indirectly, to obtain a commercial, trading, investment, financial or other advantage over the Company or its Customers, or otherwise use it to the detriment of the Company or its Customers;


2.3.4. except as permitted by this Agreement, not to disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Company, which consent may be granted or withheld in the sole and absolute discretion of the Company, provided that where such consent is granted, the permitted Supplier shall at all times remain liable for the actions of itself and/or the third party who constitutes or would constitute a breach of this Agreement; 


2.3.5. to ensure that any customer and any Representative requiring or actually having access to any Confidential Information, enter into non-use and non-disclosure undertakings of the nature contained in this Agreement and the Supplier accepts full responsibility for all their actions or omissions in respect of any of the Confidential Information whereby it is disclosed contrary to the terms of this Agreement.


2.3.6. not to copy, reproduce, publish, compile or utilize the Confidential Information by any means without the prior written consent of the Company, it being recorded that any copies in whatever form, shall be and remain the property of the Company; and 


2.3.7. to keep and safeguard the Confidential Information furnished by the Company safe and secured in strict confidence, and to take all such steps as may be reasonably necessary to protect it against theft, damage, loss, unauthorised access and use (including access by electronic means) and to prevent Confidential Information from falling into the hands of unauthorised third parties.




3.1 The Parties shall not, at any stage after the commencement of this Agreement, and for a period of 5 (FIVE) years after this Agreement has terminated –


3.1.1. make any offers of employment to any staff member, who is or has been employed by the other Party and has been involved in the execution of this Agreement; and


3.1.2. make contact with, either directly or indirectly (via third parties, subsidiaries or any avenue or method that could reasonably be deemed to be the Supplier making contact), any of the Company’s Customers or affiliates; and


3.1.3. compete with the Company in any manner whatsoever, with regards to any project or similar project (present or future) for purposes of which the Company has involved the Supplier and for purposes of which the Company has concluded this Agreement (and other agreements pertaining to such project, if applicable) with the Supplier. 

就公司和供应商已签订的协议(及有关项目的其他协议,如适用)所涉及的任何项目或类似项目的(现在或将来的项目), 以任何方式与公司竞争。

3.2 The restraint contemplated in clause 3.1 shall not be applicable – 


3.2.1. in the event where the prior written approval to make such an offer has been obtained from the Party who is or has been the employer of such staff member, or 


3.2.2 in the event where the prior written approval has been obtained from the Company to contact any Customers or affiliates of the Company.


For the purpose of this clause “staff member” shall include but not be limited to permanent employees, part-time employees and independent contractors.


3.3 During the subsistence of this Agreement the Supplier undertakes not to engage directly or indirectly in any capacity in any other business transaction with any third party, which is in the nature of the business between themselves and the Company, without the express written consent of the Company.


3.4. Furthermore, the Supplier undertakes not to solicit any business, or enter into any transaction with any third party operating in the same business sector in any part of the world, and which has the effect of circumventing the Company in respect of an existing or potential transaction.


3.5. Having regard to the facts recorded in clause 3.1, the Supplier confirms and undertakes–


3.5.1. not to, either for himself or as the agent of anyone else, persuade, induce, solicit, encourage or procure any employee of the Company to –

不为自身或作为他人代理劝说、引诱、招揽、唆使或促使本公司的任何雇员: become employed by or interested in any manner whatever in any business, firm, undertaking or company (all of which are hereinafter referred to as “any concern”), directly or indirectly in competition with the business carried on by the Company;

以任何方式受聘于或加入直接或间接与公司有业务竞争的任何公司、商行、实体或企业(以下简称为“任何实体”); terminate his employment with the Company;


3.5.2. not to furnish any information or advice acquired by him to anyone else which results in any employee of the Company becoming employed by, or directly or indirectly interested in any manner in, any concern;


3.5.3. not to solicit, interfere with, or entice or endeavour to entice away from the Company any person, firm or company who or which at the date of signature of this Agreement, was a customer of or was accustomed to dealing with the Company.




4.1 The Supplier shall, at its own expense, on request by the Company and within 7 (SEVEN) calendar days of such written request, return, expunge, delete or destroy (as stipulated by the Company) –


4.1.1. all Confidential Information and all copies of it (whether in paper, electronic or other format) held by the Supplier without keeping any copies or partial copies thereof in any form;


4.1.2. all analyses, compilations, notes, studies, reports or other documents prepared by the Supplier which contain or otherwise reflect or are generated from the Confidential Information;  and


4.1.3. all Confidential Information from any computer, software program, hard drive, database or other electronic device, hardware or storage media into which it was copied, read, replicated, stored or programmed by the Supplier, and which is in the possession or control of the Supplier, or to which the Supplier has access to.


4.2 The Supplier shall nevertheless and notwithstanding any provision to the contrary not be required to return, destroy or delete Confidential Information to the extent that it is required to retain such Confidential Information by law or to satisfy the rules and regulations of a regulatory body to which the Supplier is subject to. For the avoidance of doubt, the obligations of confidentiality contained in this Agreement will continue to apply to such retained Confidential Information.


4.3. The Supplier shall on request by the Company supply a certificate signed by a director (or person with a similar capacity) within 7 (SEVEN) calendar days of such destruction, certifying full compliance with the requirements of this clause 4.




5.1 The determination of whether information is Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute relating to copyright, patent, trademarks or otherwise.


5.2. If the Supplier is uncertain as to whether any information is Confidential Information, the Supplier shall treat such information as confidential until the contrary is agreed to by the Company in writing.


5.3. The undertakings given by the Supplier in this Agreement and in particular in clause 2 shall not apply to any information which –


5.3.1. is or becomes generally available to the public other than by the negligence or default of the Supplier, or by the breach of this Agreement by the Supplier;


5.2.2. the Company confirms in writing is disclosed on a non-confidential basis; 


5.3.3. is forced to be disclosed in accordance with clause 6 below;


5.3.4. has lawfully become known by or come into the possession of the Supplier on a non-confidential basis from a source other than the Company or any of its Customers having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Supplier existing at the signature date of the Purchase Order;  or


5.3.5. which is required to be disclosed to the Representatives of the Supplier who strictly need to know the Confidential Information for the sole purposes of providing agreed services to the Company, provided that the Supplier shall ensure that such Representatives are made aware prior to the disclosure of any part of the Confidential Information that the information is confidential and that they owe a duty of confidence to the Company and its Customers on the same terms as contained in this Agreement. The Supplier shall at all times remain liable for the actions of such Representatives that would constitute a breach of this Agreement. 


5.4. The onus of proof shall at all times rest on the Supplier to establish that any information falls within these exclusions.




In the event that the Supplier is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order, it will –


6.1. if possible, advise the Company thereof in writing prior to disclosure;


6.2. take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;


6.3. afford the Company a reasonably opportunity, if possible, to intervene in the proceedings;


6.4. comply with the Company’s reasonable requests as to the manner and terms of any such disclosure; and


6.5. notify the Company of the receiving of, and the form and extent of, any such disclosure or announcement immediately after it is made.




The obligations of the Supplier with respect to each item of Confidential Information shall commence on date of signature of the Purchase Order by the Supplier pursuant to this Agreement with all subsequent transactions entered into between the Parties being subject to the same terms and conditions as contained herein and shall be of force for the longer of 10 (TEN) years after the date of the conclusion of the most recent successful transaction between the Parties hereto and 10 (TEN) years after the date of the certificate referred to in clause 4.3 above. 




8.1. Without prejudice to the other rights of the Company, in the event of any unauthorised disclosure or use of the Confidential Information which is or is reasonably likely to constitute a breach of any provision of this Agreement, the Supplier shall, at the sole cost of the Supplier –


8.1.1. immediately notify the Company in writing and take such steps as the Company may reasonably require in order to remedy or mitigate the effects of such actual or threatened breach;  and


8.1.2. use all reasonable commercial endeavours to assist the Company in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information.


8.2. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it, either at law or in equity, with specific reference to claims for damages resultant of direct or indirect, or any such threatened or actual breach of this Agreement including specific performance or otherwise.


8.3. Subject to clause 8.5, the Supplier accepts full liability for the maintenance of the confidentiality of the Confidential Information and hereby unconditionally and irrevocably indemnifies and holds the Company, its affiliates and its Customers harmless against any and all loss, action, expense, claim, harm or damages of whatsoever nature suffered or sustained by the Company, its affiliates and/or its Customers pursuant to such unauthorised disclosure or use constituting a breach or threatened breach by the Supplier or any of its Representatives or other third parties acting on behalf of the Supplier of the provisions of this Agreement.


8.4. Should any unauthorised disclosure of Confidential Information take place in breach of the provisions of this Agreement, the Company shall, in addition to the aforegoing, be entitled by written notice to the Supplier to terminate all obligations to provide information to the Supplier with immediate effect and no further information will be disclosed to the Supplier in terms of this Agreement.


8.5. Without prejudice to any remedy which either Party may have against the other for any antecedent breach or non-performance of this Agreement, a Party may terminate this Agreement with immediate effect on giving written notice to the other Party if the first Party commits an act of insolvency or becomes insolvent, or fails to disclose the use of sub-contractors during the manufacturing process upon initiation of the Agreement as contemplated in clause 10.1.


8.6. If the Party who commits an act of insolvency or becomes insolvent as contemplated in clause 8.5 is the Supplier, such Supplier shall not unduly withhold any intellectual property or development completed to date nor hinder the process of change in any way which may detrimentally affect the Company.




9.1. The Company or its Customers, as the case may be, shall retain title to all Intellectual Property Rights embodied in the design and design specifications or such data or information related to the Confidential Information and the Supplier acknowledges that any and all of the Intellectual Property Rights used or embodied in or in connection with the design and design specifications are and will remain the sole property of the Company or its Customers.


9.2. The Supplier shall not question or dispute the ownership of such rights at any time during the continuation in force of the Agreement or thereafter.


9.3. The Company warrants that, to the best of its knowledge, the design or design specifications do not infringe upon or violate any Intellectual Property Rights of any third party.




10.1. The Supplier shall, indicate specifically which parts of the Deliverable will be manufactured by their sub-contractors and unless agreed in writing, further subcontracting of parts of the Deliverable by the Supplier will constitute a breach of this Agreement as contemplated in clause 8 and warrant immediate termination of this Agreement, including the Purchase Order, at the sole discretion of the Company.


10.2. The Supplier or subcontractors must ensure that the working conditions in which their personnel operates comply with the health and safety regulations in place in the country in which the activity is located. Such Supplier or subcontractors also must ensure that their employees’ wages and benefits are in line with local government laws and regulations.


10.3. Forced labour and child labour are specifically forbidden in the production process and generally forbidden in all aspects of the Supplier’s supply, procurement or manufacturing, as the case may be, of the Deliverables as contemplated in this Agreement.


10.4. The Supplier or subcontractors must oblige with local laws and rules regarding the protection of the environment in terms of refuse treatment, restrictions or rejections in relation to air or nature, water contamination etc.


10.5. In the process of any work with the Company, including quoting, sampling or production, the Supplier shall under no circumstances provide any rebate, commission, bribe or any other payment to gain advantage, to any employee of or service provider to the Company whether directly or indirectly. 


10.6. Neither the Company nor the Supplier shall, in addition, give cash, gifts, stock shares, luxury meals, entertainment, touring arrangement or any other improper and undue benefits to any employee of the Supplier and/or Company, or any service provider of the Supplier and/or Company, either directly or indirectly. Should these payments or benefits be made by either the Supplier or its agent, the Supplier shall be responsible for damages caused to the Company of whatever nature as a result of these payments or benefits. In addition and notwithstanding any other damages claims, the Company shall be entitled at their discretion to immediately terminate any contract and recover immediately any monies paid, without deduction, in terms of these terminated contracts.


10.7. All prices on supplier quotes shall be in USD unless agreed otherwise in writing.   Should prices on quotes be unclear as to the currency quoted, then it will be assumed that prices are in USD and suppliers will be obliged to honor these.








11.1. The Supplier shall perform the manufacturing of the Deliverables in accordance with the terms of this Agreement, specifically including where applicable, the following –


11.1.1. the provided specifications, drawings, instructions and guidance provided by the Company, specifically with regards to the quality and standards required by the Company for such Deliverable;


11.1.2. the approved samples, if applicable, provided or confirmed by the Company, and specifically by making use of materials used to manufacture such samples;


11.1.3. the Product Quality Parameters provided by the Company; and


11.1.4. the production plan and shipping plan agreed between the Company and the Supplier, with effect from the Purchase Order date. 


11.2. The Supplier shall not change the materials or the process to be used in the manufacturing without the prior written approval of the Company.


11.3. If the Supplier fails to deliver the Deliverables by the delivery date agreed by the Parties, and provided that the delay is not caused by the Company, the Company shall be entitled to immediately terminate this Agreement and to be reimbursed a liquidated damage with an amount equal to 50% of the total amount as contemplated in the Purchase Order.  However if such liquidated damage is not able to compensate all direct and indirect losses of the Company, the Company can further institute a claim against the Supplier for all uncompensated direct and indirect losses suffered by the Company as a result of the Supplier’s failure to deliver the Deliverables. 





11.4. In instances where the Deliverable pertains to Tooling –


11.4.1. The Company will qualify Tooling by written confirmation of the Tooling specifications and off-Tooling samples.


11.4.2. In the event of a Tooling modification, the following payment provisions will apply:

如果修改模具,适用以下支付条款: Where a Tooling modification is requested due to a design change by the Company, the Company will carry all costs in relation to such modification.

如果因公司设计变动要求而修改模具的,公司将承担与该修改有关的一切费用。 Where a Tooling modification is necessitated by the Supplier, the Supplier shall effect such modification for its own account.


11.4.3. The Supplier shall be responsible for the maintenance of the tool, ensuring that it can be used for production on demand.


11.4.4. Should any Tooling samples fail to pass the inspection by the Company, the Supplier shall be responsible for all Tooling reworking or remaking expenses.


11.4.5. Should the Tooling samples fail to pass the inspection by the Company, the Company shall, subject to clause 11.13, be entitled to cancel this Agreement and the Supplier shall refund the Company the full deposit as contemplated in the Purchase Order.


11.4.6. Once the Tooling has been paid for by the Company, ownership of the Tooling will vest in the Company. Notwithstanding ownership of the Tooling, the Supplier will clearly mark all Tooling by engraving as instructed by the Company and shall store and maintain the Tooling at their cost. Should the Customer request to remove the Tooling from the Supplier’s premises, the Supplier will cooperate fully with such request.


11.4.7. The Purchase Order for the Tooling may indicate an order quantity whereby if achieved, the Supplier will refund the Tooling cost to the Company. In this event, the ownership of the Tooling will still vest with the Company after the Tooling costs have been reimbursed.


11.4.8. The Purchaser Order for the Tooling may indicate the expected number of pieces that the tool will produce. If the Tooling is damaged before such quantity is reached, the Supplier will repair the Tooling at their cost.


11.5. If the Supplier fails to deliver complete Tooling or qualified off-Tooling samples by the delivery date agreed by the Parties, and provided that the delay is not caused by the Company, the Company shall be entitled to immediately terminate this Agreement and to be reimbursed a liquidated damage with an amount equal to 50% of the total amount as contemplated in the Purchase Order. However if such liquidated damage is not able to compensate all direct and indirect losses of the Company, the Company can further institute a claim against the Supplier for all uncompensated direct and indirect losses suffered by the Company as a result of the Supplier’s failure to deliver the Deliverables.





11.6. The Supplier will be required to submit daily production figures during the production process should the Company so request.


11.7. The Supplier shall safely package the Deliverable as per the agreed packaging parameters.


11.8. The Supplier shall pay for all delivery costs involved in delivering the Deliverable against the Incoterms as offered by the Supplier.


11.9. The Supplier shall deliver the Deliverables by the date of delivery specified in the Purchase Order.


11.10. Should the shipment plan be changed or more shipments than initially planned are made due to the Supplier’s failure to complete production on time, or in the event of the Deliverables failing inspection by a third party, the Supplier will bear all such additional costs that may be incurred. If any of the foresaid situation affects the Company’s normal operation seriously by the sole and independent decision of the Company, the Company may also decide to cancel any or all the relevant Purchase Orders and be reimbursed a liquidated damage with an amount equal to 50% of the total amount as contemplated in the Purchase Order.  However if such liquidated damage is not able to compensate all direct and indirect losses of the Company, the Company can further institute a claim against the Supplier for all uncompensated losses suffered by the Company as a result of the Supplier’s failure to deliver the Deliverables.


11.11. Packaging of any Deliverables shall be done in accordance with the Product Packaging Requirements provided by the Company.





11.12. The Company reserves the right to send quality control personnel for supervision and inspection in the production process in respect of outward processing, spare parts, semi-finished products and finished products of the Supplier. The Supplier will cooperate with the Company.


11.13. The Company may, based on the agreed deliverables, entrust an internationally recognized third party inspection agency to conduct an inspection on the Deliverables and rely on the written report of such third party for deciding whether to accept the Deliverables or not. The Supplier agrees to let such third party conduct an inspection and will fully accept the inspection report issued by such third party.


11.14. Should any Deliverables fail to pass the inspection contemplated in clause 11.13 above and excess time remains prior to the delivery date so specified, the Supplier shall rework or remake the failed Deliverables and bear the reworking or remaking expenses, as well as the re-inspection fee charged by the aforementioned third party. 


11.15. Should the reworked and / remade finished Deliverables still fail to pass the inspection conducted by a third party on the second inspection, the Company shall be entitled to immediately terminate this Agreement and to be reimbursed a liquidated damage with an amount equal to 50% of the total amount as contemplated in the Purchase Order.  However if such liquidated damage is not able to compensate all direct and indirect losses of the Company, the Company can further institute a claim against the Supplier for all uncompensated direct and indirect losses suffered by the Company as a result of the Supplier’s failure to deliver the Deliverables.


11.16. If the Supplier fails to deliver the Deliverables by the delivery date agreed to by the Parties, and provided that the delay is not caused by the Company, the Company shall be entitled to immediately terminate this Agreement and to be reimbursed a liquidated damage with an amount equal to 50% of the total amount as contemplated in the Purchase Order.  However if such liquidated damage is not able to compensate all direct and indirect losses of the Company, the Company can further institute a claim against the Supplier for all uncompensated direct and indirect losses suffered by the Company as a result of the Supplier’s failure to deliver the Deliverables.





11.17. The first 12 (Twelve) months after delivery of the accepted Deliverables shall constitute the guarantee period, during which period the Supplier shall, at its own risk and expense, remedy any mistakes or problems with the Deliverables.


11.18. Should quality problems arise from intrinsic factors of the Deliverable such as defects in materials and workmanship, and/or compliance as agreed in the Purchase Order during the guarantee period contemplated in clause 11.17, the Supplier shall refund the Company the purchase price of the Deliverables (quantity of the faulty products multiplied by the unit price) and shall compensate the Company for any other direct and indirect losses suffered by the Company as result of such defects and pay the Company an additional liquidated damages which is equal to 50% of the total amount as contemplated in the Purchase Order.




12.1. The supplier shall ensure that all deliverables comply with standard global compliance and test requirements, including but not limited to, REACH, FDA, TPCH, PROP65, environmental chamber tests, rub tests, pull tests, transit tests, etc. Where specific testing is not called out in the Purchase Order it is still incumbent upon the Supplier that goods comply globally for the intended final destination. Non-compliance shall result in all direct and indirect costs as suffered by the Company payable by the Supplier.


12.2. Should any Deliverables fail to meet the safety standards specified after being tested, the Company shall be entitled to terminate this Agreement with immediate effect, whereafter the Company may institute a claim against the Supplier for a liquidated damage with an amount equal to 50% of the total amount as contemplated in the Purchase Order.  However if such liquidated damage is not able to compensate all direct and indirect losses of the Company, the Company can further institute a claim against the Supplier for all uncompensated direct and indirect losses suffered by the Company as a result of the failure to meet the required standards.




The Company shall only be required to effect payment to the Supplier as contemplated in the Purchase Order after receipt of all requisite Shipping Documents and final invoice from the Supplier, which invoice must bear the Supplier’s seal and Representative signatures to the Company.




14.1. The Agreement is governed by the laws of the People’s Republic of China. For the purpose of this Agreement, the laws of Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan Area shall be excluded.


14.2. Any dispute arising from this Agreement shall be first settled through amicable mediation between the Parties. 


14.3. Should the dispute not be resolved within 7 (Seven) calendar days after mediation, any Party hereto may refer such dispute to the Hong Kong International Arbitration Center for Arbitration (“HKIAC”) in accordance with HKIAC’s arbitration rules. There shall be one arbitrator. The language used in arbitration shall be English and Chinese. The arbitration award is final and binding upon the Parties. The cost of arbitration shall be borne by the losing party unless determined otherwise by the arbitrator.




15.1. This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.


15.2. No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.


15.3. All notices given by a Party to the other (“the addressee”) shall be effected in writing, in both Chinese and English, and delivered to the respective address nominated by the addressee as its domicile citadel et executant (“domicile”) as indicated on the Purchase Order pursuant to this Agreement.


15.4. Such notice may be delivered to the addressee by registered express delivery and post and shall be deemed to be received by the addressee within 5 (FIVE) calendar days of delivery and within 1 (ONE) calendar day of posting respectively.


15.5. Nothing in this Agreement shall be interpreted as establishing a partnership, employment or joint venture arrangement between the Parties.


15.6. The Supplier shall not, without the prior written approval of the Company assign, cede, delegate, transfer or otherwise dispose of any right or obligation under this Agreement or the Purchase Order to any other person.


15.7. Each of the Parties hereby represents and warrants to the other that this Agreement is a valid and binding obligation of such Party and that the person executing this Agreement on behalf of such party has the authority to act for and to bind such Party to this Agreement.


15.8. No indulgence granted by a Party shall constitute a waiver or abandonment of any of that Party’s rights under this Agreement. Accordingly, that Party shall not be precluded, as a consequence of having granted that indulgence, from exercising any rights against the other Party which may have arisen in the past or which may arise in the future. 


15.9. Each Party shall bear its own legal costs of, and incidental to, the negotiation, drafting and preparation of this Agreement. 


15.10. All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof. 


15.11. This Agreement is available in Chinese and English. The Parties hereto agree that the Chinese and English versions of the Agreement are equal in legal effect, however in the event of any inconsistency, the English version shall prevail.



Signed by [Please insert the full name of the Supplier]


Representative signature代表签名


Date: __________________________


日期: _________________________