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Terms and Conditions of Purchase Order

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Offer and Acceptance. Our purchase order constitutes an offer by us to purchase the goods or services described therein at the stated price and subject to the following terms and conditions. Your confirmation of our purchase order and acceptance of our quotation shall constitute a binding contract pursuant to these terms and conditions. Your acceptance of our offer to purchase is limited solely to the terms of our purchase order, including these terms and conditions. If you wish to object to any terms or conditions proposed by us that are different from or in addition to your proposed terms or conditions (including these terms and conditions), please notify us prior to placing the order. Our acceptance of the goods or services may constitute consent to any such terms and conditions proposed by you (but must be subject to our consent), including but not limited to this Agreement.
Invoicing and Payment. Our invoices will display the purchase order number on your purchase order and will be consistent with the amount and description shown on your purchase order. We will mail it to you immediately after shipment. If you have special requirements, please contact us prior to shipment.
Delivery. All goods shipped by us within the United States shall be delivered on FCA Buyer’s Premises (Incoterms 2020) basis, with the place and date of delivery being the date specified on your purchase order or other date designated by you in writing. If goods are shipped to other countries and the applicable purchase order specifies delivery terms, such terms shall be interpreted in accordance with Incoterms. Unless otherwise specified, your instructions refer to actual delivery to your premises. Even if you agree to pay for freight, courier fees or other transportation costs, the risk of loss or damage during transportation shall be borne in accordance with FCA. If you need the purchase order urgently, we will promptly notify you of any possible strikes or other circumstances that may reasonably delay the shipment of goods.
Packaging and Shipping. All goods shall be packaged using packaging provided by us or otherwise packaged to ensure safe delivery. Unless otherwise specified in your purchase order, no charges will be made for packaging, crating, handling or delivery. Each of our containers shall be marked with the order number and delivery address, and each shipment or delivery shall be accompanied by a detailed packing list.
Inspection. All orders will be counted, inspected and tested at our factory prior to shipment. Your trial samples and goods delivered in mass production shall be accompanied by high-quality Material Test Report (MTR)/Comprehensive Inspection Report/Surface Treatment Report/Certificate of Conformity (COC) documents, and all delivered parts shall comply with EU RoHS standards. If any non-conforming goods are shipped, we will bear all transportation costs, other expenses and the risk of loss. You may also choose to retain all or part of the non-conforming goods and deduct the repair costs from the purchase price. In no event shall your payment of all or part of the purchase price constitute acceptance of non-conforming goods or a waiver of your right to reject non-conforming goods.
Your Materials. Unless otherwise explicitly specified in your purchase order, all molds, dies, tools, fixtures and special tooling provided or paid for by you shall be owned by you, and we will deliver all such items upon your request. Materials. We will properly store all such materials and purchase full insurance for your benefit, and will only use them for work ordered or authorized by you in writing.
Ownership of Work Product. The goods or services in your purchase order may require design work, product development, specification formulation or other work products. Unless otherwise explicitly specified in your purchase order, all such work products and their related know-how shall be the exclusive property of you by default and will be delivered to you upon your request. In any event, any such work product or any part thereof shall be deemed your property, and you may exercise or attempt to exercise any ownership or proprietary rights therein by notifying us in writing. We will, at your reasonable request, execute further assignments and other documents (including but not limited to copyright and patent assignments) to evidence or perfect your ownership of the work product.
Confidential Information. As used herein, “Confidential Information” means any information obtained by us from you regarding your current or future products, processes, business practices, customers, assets or other matters, whether or not such information is designated or marked as confidential, excluding any information that was public at the time of provision or thereafter becomes public, unless otherwise stated or agreed by you. We will: (i) maintain strict confidentiality of all Confidential Information; (ii) not use any Confidential Information except for the performance of the purchase order; (iii) not disclose or reveal Confidential Information to any other party at any time except to employees and contractors who need such materials or information to perform your purchase order; (iv) use our best efforts to prevent our employees, contractors and their employees from using Confidential Information for any other purpose or disclosing it to any party, except as permitted by this paragraph; (v) upon completion or termination of your purchase order, return all Confidential Information to you upon your request. We will be liable for any acts of our employees that violate the restrictions contained in these terms and conditions. The provisions of this paragraph shall survive the completion or termination of your purchase order.
Certificate of Origin. Providing a Certificate of Origin for all goods is an important part of our obligations. If we fail to provide a Certificate of Origin at least once a year, or if the origin of any goods changes, we shall have the right to withhold payment or terminate your purchase order.
Warranties. All specifications, drawings and data submitted by you to us with the purchase order are incorporated herein. We explicitly warrant that all goods (i) are free from defects in materials and workmanship, (ii) conform to applicable specifications, drawings, samples, descriptions or other instructions provided by you, and (iii) are free from design defects if no design defects exist in the design specifications provided by you. This warranty is in addition to any other warranties provided by us to you.
Non-Infringement. We warrant that the goods provided to you will not infringe any valid patents, trademarks, copyrights or other proprietary rights in the United States, the European Union or other countries, unless such infringement necessarily results from the specifications provided by you to us.
Compliance with Laws. We represent and warrant that all goods comply with all applicable laws, regulations, rules or orders of the U.S. Government or any state or political subdivision thereof (EU foreign trade law or international trade law may apply in other countries). Without limiting the foregoing, we represent and warrant that goods within the scope of Section 303(c) of the Federal Food, Drug, and Cosmetic Act will not be adulterated or misbranded, and will not be articles or commodities that may not be introduced into interstate commerce under Sections 404 or 505 of that Act. We further represent and warrant that all goods within the scope of the Federal Food, Drug, and Cosmetic Act, Title 21 of the Code of Federal Regulations, United States Pharmacopeia Class VI standards, or ISO 10993 standards are manufactured in accordance with Good Manufacturing Practices and comply with the latest revisions of all such laws, regulations and standards. We will cooperate with any inspection by the China Food and Drug Administration (CFDA) or other regulatory authorities and notify you within 24 hours of receiving notice of any inspection or inquiry by the CFDA or other regulatory authorities regarding goods purchased by you from us.
Zomwave is an equal opportunity employer, and you shall comply with the provisions of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran or disability status, and discrimination against all individuals on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin.
We will perform our obligations pursuant to this Agreement and comply with all applicable laws, regulations and other legal requirements, including but not limited to laws or regulations relating to prohibited or restricted substances, such as TSCA Section 6(h), RoHS, WEEE, REACH, CA Prop 65, etc. The Buyer shall maintain compliance records as required by law and shall provide any documents upon reasonable request.
Code of Conduct. We are committed to conducting business in strict compliance with laws and the highest ethical standards. Acceptance of your purchase order constitutes an agreement by us and your company to conduct business in a manner that complies with and adheres to the principles of our Code of Ethics and Business Conduct. You may obtain this Code (which may be updated from time to time) by contacting sales@zomwavemetal.com.
Recall. If you discover that any goods need to be recalled, withdrawn or corrected, you shall notify us immediately. The decision to recall or take other corrective actions with respect to your products shall be at your sole discretion. If any goods provided by us are recalled or withdrawn, or contain materials that are recalled or withdrawn (whether voluntarily or as required by law), you shall bear all costs and expenses of such recall, withdrawal or correction, including but not limited to the cost of notifying suppliers (involving distributors), the cost of replacing and transporting such goods, and obligations to third parties arising from the recall, withdrawal or correction. We will fully cooperate with you in implementing any recall, withdrawal or correction and communicate with regulatory authorities and suppliers.
Hazardous Materials. If any goods constitute or contain any materials harmful to human health or safety, we will inform you of such hazards in writing prior to the delivery of such goods.
Supplier Terms. Zomwave, its customers and regulatory authorities reserve the right to access all facilities covered by this order and all applicable records. The AS9100 standard requires you to disclose all applicable customer/regulatory/AS9100 requirements (including requirements in purchase documents and required key characteristics) to secondary suppliers. We will provide records related to this transaction to our customers and regulatory authorities in accordance with contractual or regulatory requirements. The standard also requires us to ensure that suppliers understand their contribution to product or service compliance, product safety, and the importance of ethical behavior. Unless otherwise specified by you, any records related to the purchase order must be retained for at least one year from the date of completion. We expect 100% on-time delivery. If delivery cannot be made on the agreed time, we will notify the relevant customer in advance. The products we provide to you comply with the provided purchase order and are free from any defects. If the problem is not resolved in a timely and effective manner, you have the right to request specific measures.
Definitions. In these terms and conditions, “Zomwave”, “we” and “our” refer to Zomwave. “Customer”, “you” and “your” refer to the purchaser specified on our purchase order; “your purchase order” refers to the purchase order attached to these terms and conditions, or, if not attached, the purchase order referenced in these terms and conditions; “goods” and “services” refer to the goods and services provided by us pursuant to your purchase order, respectively. The section headings in these terms and conditions are for convenience only and do not affect the interpretation of these terms and conditions. All documents, notices and legal proceedings under or directly related to these terms and conditions shall be in English, and the meaning of all words and phrases in our purchase order and these terms and conditions shall be defined, interpreted and applied in English.
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