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Purchase Order Terms and Conditions

Offer and Acceptance. Our purchase order constitutes our offer to purchase the goods or services described therein at the prices indicated and subject to the terms and conditions set forth below. Your acknowledgment of our purchase order and acceptance of our quotation creates a binding contract in accordance with these terms and conditions. Your acceptance of our offer to purchase is limited to the terms of our purchase order, including these Terms and Conditions. If you wish to express any objection to the inclusion of any terms or conditions proposed by you which are different from or in addition to the terms and conditions of our purchase order (including these Terms and Conditions), please advise us before placing your order. Our acceptance of goods or services may constitute agreement to any such terms and conditions proposed by you (but must be agreed to by us), Including but not limited to this agreement.

Invoice and Payment. Our invoices indicate the purchase order number shown on your purchase order and match the amount and description shown on your purchase order. We will mail it to you immediately after shipment. If you have special requirements, you should contact us before shipment. proposed to us.

Delivery. Any goods we ship to within the United States are delivered FCA Buyer Facilities (Incoterms 2020) at the place and date specified on your purchase order or such other date as you specify 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 are for actual delivery to your facility. Notwithstanding any agreement to pay freight, express or other transportation charges, the risk of loss or damage in transit remains with FCA. If your time is urgent for purchase order. We will promptly notify you of any pending strikes or other circumstances that may reasonably delay shipment of goods.

Packing and Shipping. All shipments are shipped in packaging provided by us or otherwise prepared for shipment to ensure safe arrival. There are no charges for packaging, boxing, handling or delivery unless otherwise stated in your purchase order. Each of our containers is marked to show the order number and delivery address, and a detailed packing slip is included with each shipment or delivery.

Inspection. All orders will be counted, inspected and tested by us at the factory before shipping. Your trial samples and mass production delivered goods are accompanied by high-quality material certificates/comprehensive inspections/surface treatment/COC paper reports, and all delivered parts comply with EU RoHS standards. If any substandard goods are shipped out, we will bear all transportation costs, other expenses and risk of loss. Or you may elect to retain all or part of the nonconforming merchandise and have the cost of repairing such defects deducted from the purchase price. In no event will your payment of all or part of the purchase price constitute acceptance of nonconforming merchandise or a waiver of your right to reject nonconforming merchandise.

Your Materials. Unless otherwise expressly stated in your purchase order, title to all patterns, dies, dies, tooling, jigs and special fixtures furnished or paid for by you shall remain your property and we shall deliver all such to you upon request. Material. All such materials will be maintained by us in good condition, fully insured for your protection, and used only for the work ordered or authorized by you in writing.

Ownership of Work Product. The items or services on your purchase order may require design work, product development, specification development or other work product. Unless expressly stated to the contrary in your purchase order, all such work product and all know-how associated with such work product is by default the exclusive property of Yes and will be delivered to you upon request. In any event, any such work product, or any portion thereof, shall be deemed to be your property, and you may exercise or attempt to exercise any proprietary or proprietary interest therein by notifying us in writing. We shall execute such further assignments and other documents (including, without limitation, copyright and patent assignments) as you may reasonably request to evidence or perfect your title to the Work Product.

Confidential Information. As used herein, “Confidential Information” means any information we obtain 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, but does not include any information that is publicly available at the time it is provided, or that becomes publicly available thereafter, unless you indicate otherwise or stipulate otherwise. We will (i) keep all Confidential Information strictly confidential, (ii) not use any Confidential Information except to fulfill our purchase orders, (iii) not release or disclose Confidential Information at any time to any other party except to our employees and contractors who need such materials or information to fulfill your purchase order, and (iv) use our best efforts to prevent our employees, our contractors, and our contractors’ employees from using or disclosing the Confidential Information to any party except as permitted by this paragraph, and (v) upon completion or termination of your purchase order, we will return all Confidential Information to you upon your request. We will be responsible for any breach by our employees of the restrictions contained in these terms and conditions. The provisions of this paragraph shall survive performance or termination of your purchase order.

Certificates 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 annually and if the origin of any goods changes, we have the right to withhold payment or terminate your purchase order.

Warranty. All specifications, drawings and data submitted to us with your purchase order are included therein. We expressly warrant that all Goods (i) will be free from defects in material and workmanship, (ii) conform to the applicable specifications, drawings, samples, descriptions or other instructions provided by you to us, and (iii) if the design specifications provided by you do not exist Design flaws. This warranty shall be in addition to any other warranties we provide to you.

 We warrant that the goods supplied to you will not infringe any valid US, EU or other national patent, trademark, copyright or other proprietary right, except where such infringement necessarily arises from specifications you have supplied to us. 

Compliance with Law. We represent and warrant that all merchandise complies with all applicable laws, regulations, rules, regulations or orders of the United States Government or any state or political subdivision thereof (other countries may apply EU foreign trade laws or international trade laws). Without limiting the generality of 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 or become Articles or goods shall not be introduced into inter-State commerce under Section 404 or Section 505 of the Act. We further represent and warrant that all merchandise falling within the scope of the U.S. Food, Drug, and Cosmetic Act, Title 21 of the Code of Federal Regulations, USP Class VI standards, or ISO 10993 standards are manufactured in accordance with good manufacturing practices and comply with all such laws, regulations and latest revisions of standards. We will cooperate with any inspections by the CFDA or other regulatory authorities and will notify you within 24 hours of receipt of notification of any inspection or inquiry by the CFDA or other regulatory authorities regarding goods you purchase from us.

Xavier is an equal opportunity employer, you shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin.

We will perform our obligations under this Agreement in compliance with all applicable laws, regulations and other legal requirements, including but not limited to laws or regulations related to prohibited or restricted substances, such as TSCA Section 6(h), RoHS, WEEE, REACH , CA Prop 65, etc. Purchaser shall maintain such compliance records as required by law and shall provide any documentation upon reasonable request.

Code of Conduct. We agree to conduct business strictly in compliance with the law and the highest ethical standards. By accepting your purchase order, we and your respective businesses agree to conduct business in a manner that is consistent with and adheres to the principles in our Code of Ethics and Business Conduct, which can be obtained by contacting sales@xavier-parts.com (which may be updated from time to time renew).

Recalls. You should notify us immediately if you become aware that any Goods are subject to recall, withdrawal or correction. The decision whether to issue a recall or take other corrective action for your product shall be at your sole discretion. If any goods supplied by us are recalled or withdrawn or contain material that is recalled or withdrawn, whether voluntarily or as required by law, you shall be responsible for all costs and expenses of such recall, withdrawal or rectification, including but not limited to notification to supply costs associated with the reseller, replacement and transportation of such goods and the performance of obligations to third parties arising from such recall, withdrawal or correction. We will fully cooperate with you to implement any recall, withdrawal or correction, and communicate with regulatory agencies and suppliers.

Hazardous Materials. If any Goods constitute or contain any material hazardous to human health or safety, we will indicate such hazard to you in writing before delivering such Goods.

AS9100 Supplier Terms. Xavier, its customers and regulators retain the right to access all facilities covered by this order and all applicable records. The AS9100 standard requires that you release all applicable customer/regulatory/AS9100 requirements to your second-tier suppliers (including requirements in procurement documents and required key characteristics). Records related to this transaction will be provided to our clients and regulators in accordance with contractual or regulatory requirements. The standard also requires us to ensure that our suppliers understand their contribution to product or service compliance, their contribution to product safety and the importance of ethical behavior. Unless you specify otherwise, any records related to a purchase order must be retained for no less than one year from the date of completion. We expect 100% on-time delivery. If the agreed delivery time cannot be met, the respective customer will be informed in advance. The products we supply to you are correct and free from defects in accordance with the purchase order supplied. You have the right to request specific action if a problem fails to be corrected in a timely and/or effective manner. 

Definitions. As used in these Terms and Conditions, “Xavier”, “we” and “our” refer to Xavier Precision Components Ltd., its subsidiaries, affiliates, officers, directors and employees; “Customer”, “you” and ” “your” means the purchaser named on our purchase order; “your purchase order” means the purchase order to which these terms and conditions are attached or, if not attached, the purchase order to which these terms and conditions are referenced; “Goods” and “Services” mean respectively the goods and services provided by us under your purchase order. The section titles in these Terms and Conditions are for convenience only and shall not affect the interpretation of these Terms and Conditions.

English Language. All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly hereto shall be in the English language, and the meaning of all words and phrases in our purchase order and these Terms and Conditions shall be defined, construed and interpreted in the English language.

These Terms and Conditions of Purchase were last revised on 10-13-2023.