ACCEPTANCE AND TERMINATION OF ORDER: Any agreement pertaining to the sale of goods entered into by and between the Buyer and the Seller shall solely be terminated by the Buyer upon obtaining the Seller's prior written consent, which may be withheld based on the Seller's discretion. Prior to receiving the Seller's written consent, the Buyer is obligated to bear all justifiable cancellation and restocking expenses resulting from the Buyer's decision to terminate the order. Custom orders for items not ordinarily stocked by the Seller are neither cancellable nor refundable.
DELIVERY TERMS: All prices quoted and goods dispatched are subject to F.O.B. conditions at the Seller's designated shipment location. Ownership and risk of loss for all goods shall transfer to the Buyer once the Seller hands over the goods to a common carrier chosen by the Seller for delivery to the Buyer. Unless specifically stated otherwise in the Contract, the Buyer shall be responsible for all freight, handling, delivery, and insurance costs related to the shipment of goods. In the event of the Buyer's failure to fulfill any contractual obligations to the Seller, whether under this Contract or any other agreement between the Seller and Buyer, the Seller may refuse or postpone any shipment. The Seller has the discretion to deliver all goods covered by this Contract either in full or in partial shipments, at various times, within the delivery timeframe specified in the order.
FORCE MAJEURE CLAUSE: The Seller shall be excused from fulfilling any obligation and shall not be held liable for any delays in delivery or failure to perform if such failure or delay is occasioned by events beyond the Seller's reasonable control, including but not limited to natural disasters, acts of enemy, quarantines, restrictions, expropriation or confiscation of facilities, compliance with government orders, industrial unrest, blockades, insurrections, arrests and detentions of individuals or authorities, civil unrest, boycotts, acts or omissions of the Buyer, acts or omissions of civil or military authorities, fires, strikes, lockouts, landslides, lightning, washouts, tornadoes, hurricanes, windstorms, explosions, epidemics, floods, storms, earthquakes, riots, wars, machinery or equipment breakdowns or accidents, transportation delays, supplier delays, or inability to obtain necessary labor, materials, or supplies. In the event of any such delay, the contractual delivery date, if any, shall be extended by a period equivalent to the time lost due to the delay, without any penalty imposed on the Seller.
PAYMENT CONDITIONS: The Buyer shall make full payment for the goods, without any offset or deduction, within the specified timeframe and in accordance with the terms outlined in the Contract. In cases where advance payment or payment upon delivery is not required, if payment is not received by the Seller within the stipulated period as per the Contract, the Buyer shall, upon demand from the Seller, be liable to pay a late payment fee of 1.5% per month on the outstanding balance or the maximum rate of interest permitted by law, whichever is lower. Prompt payment is crucial in fulfilling the Buyer's obligation to settle all invoices in full. All checks are accepted pending successful collection. The Seller reserves the right to apply any payment made by the Buyer towards any outstanding amount owed by the Buyer, whether under this Contract or any other agreement between the Buyer and Seller. Acceptance of partial payment shall not constitute a waiver of the Seller's right to receive full payment for all sums due from the Buyer.
The Buyer hereby grants the Seller a security interest in the goods shipped in accordance with this Contract, encompassing all accessories, replacements, and proceeds derived from the goods, to ensure timely and full payment of the purchase price and all other outstanding amounts under this Contract. The Buyer shall execute and furnish to the Seller any additional documents, instruments, financing statements, or amendments deemed necessary or advisable by the Seller to maintain, continue, and perfect the established security interest. Goods sold by the Seller are not approved for use in life-critical equipment or applications where the failure or malfunction of the goods could result in personal injury or fatality. Any unauthorized use or sale of the Seller's goods shall be solely at the Buyer's risk, and the Buyer agrees to indemnify and defend the Seller against any and all damages and costs arising from such unauthorized use or sale, holding the Seller harmless in all respects.
LIMITED WARRANTY: The Seller warrants that it holds title to the goods and that the goods generally align with the descriptions provided in the Contract, if any. These warranties constitute the Seller's exclusive warranties, and the goods sold under this Agreement are sold on an "as-is" and "with all faults" basis. Unless otherwise explicitly stated herein, the Seller makes no representations or warranties of any kind, either express or implied, regarding any matter related to the goods, including but not limited to their design, condition, quality, capacity, suitability, construction, performance, merchantability, or fitness for any specific purpose.
The Buyer acknowledges that the Seller acts solely as a third-party distributor of the goods covered by the Contract, and that the licensee or manufacturer of the goods shall bear sole responsibility to the Seller and any third parties for all liabilities, claims, damages, obligations, costs, and expenses arising from the goods distributed by the Seller. The Buyer agrees to solely rely on the manufacturer for compliance with its warranty and for any maintenance, support, or repairs of the goods. The Seller assigns to the Buyer any warranty provided to the Seller by the manufacturer or other vendor to the extent permitted by its terms. The Seller makes no representations, covenants, or warranties regarding the extent or enforceability of the manufacturer's warranty. No repair or replacement of goods by the Seller or manufacturer shall extend the manufacturer's warranty period. The Seller neither assumes nor authorizes the Buyer or any other party to assume any additional liabilities on the Seller's behalf related to the use, sale, or resale of the goods.
LIMITATION OF LIABILITY:
The Buyer shall have the right to inspect and test the goods within 14 days of the invoice date to ascertain any damage, defects, or shortages. Any claims arising from damages, defects, shortages, or any other causes (whether contractual, negligent, strict liability, tortious, or otherwise) shall be deemed waived unless submitted in writing and received by the Seller within the stipulated 14-day period following the invoice date. Failure to provide written notice of such claims within the specified timeframe shall constitute an absolute and unconditional waiver by the Buyer, regardless of whether the facts underlying the claim have been discovered or if any processing, further manufacturing, additional use, or resale of the goods has occurred.
The Buyer's exclusive remedy shall be limited to damages, and the Seller's overall liability for any and all losses and damages arising from any claim, regardless of whether it is based on breach of warranty, breach of contract, negligence, strict liability, or any other legal theory, shall not exceed the purchase price of the goods related to the claim in question. Alternatively, at the Seller's discretion, the Seller may opt for the repair or replacement of the goods. In no circumstance shall the Seller be held responsible for any direct, indirect, special, incidental, consequential, or punitive damages arising from any claim, including but not limited to loss of profits, business losses, property damage, or any liability incurred by the Buyer towards its customers or third parties. The Seller shall not be liable for any personal injury or property damage associated with the handling, transportation, possession, processing, repackaging, further manufacturing, or any other use or resale of the goods, whether used alone or in combination with other materials. The Buyer shall defend, indemnify, and hold harmless the Seller, its subsidiaries, affiliates, successors, assigns, and their respective directors, officers, shareholders, and employees from any claims arising from or in connection with the negligence or willful misconduct of the Buyer, its employees, or agents.
RETURNS: Within 14 days of the invoice date, the Buyer is authorized to return any goods that are damaged or defective by obtaining a Return Material Authorization (RMA) from the Seller. The Buyer must adhere to the return period stipulated in the RMA and include the RMA number on all packaging containing returned goods. If the Buyer fails to request an RMA from the Seller within the specified 14-day period or requests an RMA for undamaged or non-defective goods, the Seller may, at its discretion, decline to issue an RMA or impose a reasonable restocking fee as a condition for the issuance of the RMA.
SELLER’S RIGHT TO PRICE ADJUSTMENT: The Seller retains the right to adjust the prices of the goods covered by this Contract to reflect any cost increases incurred due to hikes in the prices charged by the Seller's suppliers. The Buyer agrees to compensate the Seller for any such price increases in accordance with the terms of this Contract.
TAXES: The prices quoted by the Seller exclude sales, use, excise, and any other similar taxes. Therefore, in addition to the prices stipulated by the Seller, the Buyer shall be responsible for paying all local, state, and federal taxes, encompassing sales tax, use, excise, or any other relevant taxes, applicable to the goods or the transaction outlined in this Contract. Alternatively, the Buyer must provide the Seller with a tax exemption certificate acceptable to the respective taxing authorities. INTELLECTUAL PROPERTY: The Seller expressly disclaims any warranty against infringement regarding the goods sold under this Contract and their associated packaging. The Seller shall not be held liable for any actual or alleged infringement of United States or foreign patents, trademarks, copyrights, mask work rights, trade dress, trade secrets, or any similar intellectual property rights.
INSTALLATION: The Buyer shall be solely responsible for the installation and operation of the goods, encompassing but not limited to obtaining all necessary permits, licenses, or certificates required for the installation or usage of the goods. TECHNICAL ADVICE AND DATA: Any technical advice provided in relation to the utilization of the goods is offered as a gratuitous accommodation to the Buyer, and the Seller shall not be held liable or accountable for the content or application of such advice. Without the Seller's prior written consent, the Buyer shall refrain from utilizing, duplicating, or disclosing any technical data delivered or disclosed by the Seller for any purpose other than the installation, operation, or maintenance of the goods purchased from the Seller. BREACH: In the event of a breach by the Buyer, the Seller shall retain all remedies, which shall be cumulative with each other and with any additional remedies available to the Seller by law, in equity, under any agreement of any nature, or otherwise, without limitation. The Seller's waiver of any breach or default in payment shall not constitute a waiver of any subsequent breach or default. The exercise or failure to exercise any remedy shall not preclude the exercise of the same or any other remedy at a later time. The Buyer shall reimburse the Seller, upon demand, for all costs incurred by the Seller in enforcing, prosecuting, or defending any provision of this Contract. For the purposes of this Contract, "costs" refer to fees, expenses, and disbursements of experts, attorneys, witnesses, arbitrators, collection agencies, and supersedeas bonds, whether incurred prior to or following demand or the commencement of legal proceedings, and whether arising from trial, appellate, mediation, bankruptcy, arbitration, administrative, or judgment execution proceedings. INTEGRATION AND ASSIGNMENT: This Contract constitutes the final, comprehensive, and exclusive agreement between the parties pertaining to the matters contained within, superseding any previous or concurrent oral or written agreements between them regarding the same subject matter. The Buyer acknowledges that it has not relied on any statements made by or on behalf of the Seller that are not explicitly stated in this Contract. Prior dealings between the parties and trade usages are not applicable to supplement or clarify any terms used in this Contract. Acceptance or acquiescence in the course of performance under this Contract shall not be relevant in determining the meaning of this Contract, even if the accepting or acquiescing party was aware of the nature of the performance and had an opportunity to object. Amendments or modifications to this Contract shall only be valid and effective if they are in writing and signed by both the Buyer and the Seller. Any assignment by the Buyer of this Contract or any rights therein, without the Seller's prior written consent, shall be null and void.
BUYER’S TERMS AND CONDITIONS: The goods and services provided by the Seller to the Buyer are exclusively sold on the terms and conditions outlined in this Contract. Despite any terms or conditions stated in any Buyer's document, the information and conditions specified in this document shall prevail over both the Buyer and the Seller. The Seller expressly objects to any differing or additional terms or conditions contained in the Buyer's purchase order, invoice, confirmation, or any other Buyer-generated document. The Seller's performance of any Contract is explicitly contingent on the Buyer's agreement to the terms and conditions stated in this Contract. Commencement of performance or delivery is solely for the Buyer's convenience and shall not constitute acceptance by the Seller of the Buyer's terms and conditions. If a Contract is not previously established through mutual agreement between the Buyer and the Seller, acceptance of any goods or services by the Buyer shall constitute acceptance of the terms and conditions outlined in this Contract. GENERAL: All agreements, covenants, conditions, and provisions stipulated within this Contract shall be binding and applicable to the Buyer's assignees and successors in interest. If any provision of this Contract is deemed invalid, illegal, unconscionable, or unenforceable, it shall be deemed separable from the remaining provisions, modified, and enforced to the fullest extent allowable by law, without affecting the validity, legality, or enforceability of any other provisions. The captions used in this Contract are solely for the convenience of the parties and shall not influence its interpretation or construction. Nothing within this Contract, either expressed or implied, is intended to confer or grant any claim, right, or remedy to any person, aside from the Buyer and Seller. Limited Warranty and Special Sales Terms pertaining to Open Market, Gray Market, and Excess Inventory sales. When the product originates from the Open Market, Gray Market, or Excess Inventory, it is imperative to notify the Buyer promptly via phone, email, or on the quotation. It is crucial to note that the product is sold without any warranty and is provided "as is," absent of any explicit or implied assurances. This includes, but is not limited to, implied warranties related to merchantability, origin, and suitability for a specific purpose. The Buyer assumes the entire risk associated with the quality, performance, authenticity, packaging, and labeling of the products. The Buyer has authorized the Seller to act on their behalf, and the Seller solely functions as a third-party agent. It is important to clarify that the Seller has not provided any written or verbal assurances regarding the condition, authenticity, or origin of any product sourced from the Open Market, Gray Market, Excess Inventory, or any unauthorized distributor, broker, or dealer. The Seller's role is limited to acting as an authorized third-party broker, facilitating purchases exclusively on the Buyer's behalf.
The Buyer hereby agrees to assume all responsibilities arising from the purchase and sale of any and all products originating from the Open Market, Gray Market, or Excess Inventories. In the event that the product exhibits any defects or other issues, the Buyer shall bear the cost of all necessary servicing, repairs, corrections, and returns. The Seller shall not be held liable for any damages, including general, special, incidental, or consequential damages resulting from the use or inability to use the products (including but not limited to any type of loss). Furthermore, the Buyer agrees not to hold the Seller accountable for any responsibilities within the Buyer's company. The Buyer also agrees not to engage in slander, blacklisting, blocking, or maintaining any negative scores or notes within the Buyer's system arising from the special sale terms of this order. The Seller does not endorse, represent, or warrant the accuracy or reliability of any information, content, advertisements, or other materials contained, distributed through, or linked, downloaded, or accessed from the Seller. Additionally, the Seller does not endorse, represent, or warrant the service, security, or practices of any vendors whose products or services are included on the service/sale. Any reliance on information, content, advertisements, materials, products, services, or vendors included on or found through the service/sale shall be solely at the Buyer's risk. The Buyer has 14 days from the invoice date to make any claims. This Agreement shall supersede and replace all previous agreements and understandings, whether verbal or written, between the Buyer and the Seller. No warranties, representations, covenants, or agreements, either express or implied, shall exist between the parties except for those explicitly stated within this Agreement.
Vender Terms
As a vendor for LEJIN WEIPU, you hereby agree to adhere to the following terms and conditions:
Product Quality and Documentation: The vendor is required to furnish pertinent technical information (such as specifications, drawings, process requirements, and work instructions) along with the delivered goods. All products supplied by the vendor must be authentic and possess the necessary approvals. A Certificate of Conformance or its equivalent must accompany the shipment to fulfill content requirements. Failure to comply with this provision shall entitle LEJIN WEIPU to return the goods or conduct any necessary testing to verify conformance at the vendor's expense.
Insurance Arrangements: Please refrain from arranging or declaring a value for carriage insurance. LEJIN WEIPU maintains its own Transit/Cargo Insurance policy (available upon request). Any resulting insurance charges due to non-compliance shall be borne by the shipper.
Packaging Requirements: LEJIN WEIPU retains the right to return or cancel this Purchase Order for any reason. All goods must be supplied in new condition and within their original packaging.
Substitutions and Partial Shipments: LEJIN WEIPU will not accept any substitutions or partial shipments without prior approval.
Confidentiality: Suppliers are obligated to maintain the confidentiality of all information received from LEJIN WEIPU. No third-party requests for information will be authorized unless specifically approved in writing by LEJIN WEIPU.
Vendor Performance Monitoring: LEJIN WEIPU will closely monitor the vendor's performance, conduct periodic assessments, and take appropriate actions whenever necessary.
Counterfeit, Suspected Unapproved, and Unapproved Parts: If, after the testing, inspection, and verification process, the goods are found to be counterfeit, suspected of being unapproved, or otherwise of questionable origin, LEJIN WEIPU reserves the right to return or cancel the order, or impound the goods without payment to the vendor, based on the discretion of LEJIN WEIPU's management. The vendor must make every reasonable effort to prevent the trade of counterfeit or suspected/unapproved parts.
Access for Verification/Validation: LEJIN WEIPU and its customers retain the right to conduct verification and/or validation activities at the vendor's premises/facilities.
Employee Awareness, Ethics, and Training: The vendor must educate and raise awareness among its employees regarding their contributions to product or service conformity and product safety. The vendor must uphold the highest ethical standards and ensure that all employees and representatives possess the necessary skills and have received adequate training to fulfill their responsibilities.
Sub-contracting: Prior approval from LEJIN WEIPU is required for subcontracting to sub-tier vendors. All aforementioned terms and conditions shall equally apply to the sub-tier vendors and subcontractors. Quality Control and Management: LEJIN WEIPU expects its vendors to:
Implement a robust quality management system
Utilize customer-designated or approved external providers, encompassing process sources such as specialized processes
Notify the organization promptly of any non-conforming processes, products, or services and seek approval for their disposition
Prevent the utilization of suspected unapproved and counterfeit parts
Inform the organization of any changes to processes, products, or services, including modifications to their external providers or manufacturing locations
Ensure that applicable requirements, including customer specifications, are cascaded down to external providers
Maintain documented information, including retention durations and disposal requirements
Validate their standards for counterfeit parts avoidance, detection, mitigation, and disposition
Conduct regular reviews of their supply chain risk management considerations to minimize the likelihood of counterfeit parts entering the supply chain
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