Offer This Purchase Order constitutes Buyer's offer to Seller based on the terms set forth herein when accepted by Seller either by acknowledgment or at the commencement of performance hereof. This Offer expressly limits acceptance to the terms stated herein. Any additions or different terms proposed by Seller are objected to and hereby rejected unless otherwise agreed to in writing by an authorized representative of Buyer.
Variation and Indulgence
In the event the Buyer fails to make any payments by their due date, the Seller shall provide written notice to Buyer and if Buyer does not make payment within five (5) days after receipt of such notice, the seller shall have the sole discretion to terminate any Purchase Order forthwith without liability. In the event of termination of any Purchase Order, Seller shall immediately return all funds received from Buyer within five (5) days.
In the event there are any delays on partial shipment of goods attributable to the Buyer, the Buyer shall provide written notice thereof to Seller and if such delay is not cured within five (5) days from receipt of notice the Buyer shall have the sole discretion to terminate this Purchase Order forthwith without liability. In the event of termination of any Purchase Order, Seller shall immediately return all funds received from Buyer within five (5) days.
In the event there are any failure on quality of the product or not meeting on order quantity from inspection report, the Buyer shall provide written notice thereof to Seller and if such delay is not cured within five (5) days from receipt of notice the Buyer shall have the sole discretion to terminate this Purchase Order forthwith without liability. In the event of termination of any Purchase Order, Seller shall immediately return all funds received from Buyer within five (5) days.
In the event the Buyer terminates this Purchase Order, the Seller agrees to make full refund on all deposit or balance payment and full payment to the Buyer for damages losses directly related to the termination of this Purchase Order, including but not limited to procuring the goods and attorneys' fees.
Warranties In addition to any warranties implied by fact or law, Seller expressly warrants all items to be free from defects in design (except Buyer's design), workmanship and materials; to conform strictly to applicable specifications, drawings and approved samples, if any; and be fit and sufficient for the purposes intended and to be merchantable. Such warranties, together with all other service warranties of Seller, shall run to Buyer, its successors, assigns and customers. All warranties shall survive inspection, testing and acceptance by Buyer. In the event of a breach of warranty, Buyer shall, at its option, either return for credit at Seller's expense or require prompt correction or replacement of the defective or nonconforming goods. Seller guarantees the performance, design, workmanship and material entered into items supplied on this Order and agrees to replace or repair, without cost to Buyer, any item on which defective performance, design, workmanship or materials is found.
Quantity and Quality Expections
The Seller warrants that the Product will be provided with an inspection certificate of quality and quantity issued at Buyer's expense at the time of product delivery to the loading port or airport. This inspection will certify that the entire product is in good order and merchantable condition, and in accordance with the specifications set forth hereinabove. Seller or its designee must perform the product inspection while loading at the port of loading or airport. Seller will advise the Buyer five (5) days in advance of the date of the inspections. Buyer or its designee reserves the right to witness loading at the loading port or airport in Vietnam.
The Seller shall perform all inspections for quality and quantity prior to departure. Seller shall render a Certificate of Conformance and or any documentation evidencing results of inspection.
Product Insurance At the Seller's sole cost and expense, Seller may secure a Cargo Insurance Policy for the product. The insurance policy shall cover one hundred and ten (110%) percent of each commercial invoice value of each shipment and the insurance policy shall be issued in the name of the Buyer.
Terms of Delivery Seller is responsible for all supervision, fees and or levies at the port of loading or airport. Not later than seventy two (72) hours before loading of the vessel or airplane the Seller shall inform the Buyer of the vessel's sailing or airplane departure date and the expected time of arrival at the port of destination or airport.
Import Facilities, Documents, Taxes and Fees
Seller bears the sole responsibility of securing all permits, permissions and licenses or any other documents required by the Buyer in Schedule 2.5.
Seller shall bear full responsibility to provide such documentation. Seller will bear all costs associated with securing such documents and will also bear all costs and penalties if such documents are not secured.
In no case shall the Buyer be held liable for missing or improper documentation that the Seller is required to provide. All shipping documents are based on incoterms 2020.
Force Majeure Neither of the contracting parties will answer for the miscarrying out in due time and/or for the improper total or partial performance of either obligation he/she may have on the basis of this present contract, if the miscarrying or improper performance were caused by force majeure, as established by law.
