Terms & Conditions
1.1 The Supplier has read and understands this Order and agrees that the Supplier’s written acceptance, delivery of products or commencement of any service under this Order shall constitute the Supplier’s acceptance of these terms and conditions.
1.2 These terms and conditions shall apply to this Order to the exclusion of any other terms and conditions on which any quotation has been given and approved by Sprint Power.
1.3 No variation of this Order made orally shall be binding unless the Parties’ authorized representatives
have confirmed such variation in writing.
2. SHIPPING BILLING AND CERTIFICATION
2.1 The Supplier agrees:
2.1.1 to properly pack, mark and ship goods in accordance with the requirements of Sprint Power which involves engaging carriers and securing the lowest transportation cost;
2.1.2 to route shipments in accordance with instructions from Sprint Power;
2.1.3 to make no changes for handling, packaging, storage, transportation of goods, protective packaging, material, delivering of parts to various plants in special racks/ different container types or re-assignment stall kind of containers unless otherwise stated in this order;
2.1.4 to properly mark on each package pursuant to Sprint Power’s instructions; and
2.1.5 to promptly forward the bills of lading or other shipping receipts for each shipment according to Sprint Power instructions.
2.2 The Supplier will include on bills of lading or other shipping receipts the correct identification of the goods shipped. Labels on each package and identification of the goods on packing slips, bills of lading and invoices shall be sufficient to enable Sprint Power to easily identify the goods purchased.
3.1 Payment terms will be as specified on the face of this Order. If no payment terms are specified, payment shall be made thirty (30) days net month end from the invoice date received by Sprint Power. Time for payment shall in any case not be of the essence.
3.2 The Supplier agrees to accept payment by electronic transfer of funds or, at Sprint Power discretion, payment by cheque.
3.3 The Supplier shall provide a monthly statement of account to Sprint Power upon request.
3.4 Sprint Power may withhold payment pending receipt of evidence, in such form and detail as Sprint Power may direct, to prove goods or services under this Order is absent from any liens, encumbrances and third party claims.
4. DELIVERY SCHEDULES
4.1 Time is of the essence, and deliveries shall be made both in quantities and at times specified by Sprint Power. Sprint Power shall not be required to make payment for goods delivered to Sprint Power that are in excess of the quantities ordered. Before deliveries, Sprint Power is free to discuss with the Supplier on the schedule for deliveries, doing so shall not entitle the Supplier to change the price for goods or services covered by this Order.
4.2 Any over-shipments may be returned to the Supplier at its own risks and expense.
5. PREMIUM SHIPMENTS
5.1 If the Supplier’s delay has left Sprint Power with no other avails but to request for premium shipments to ensure the delivery of goods will be made at the requested delivery date, the Supplier shall bear the extra costs incurred in shipping the goods from the original mode of shipment agreed under this Order.
6.1 Subject to clause 1.3 above, Sprint Power reserves the right at any time to direct changes, or cause the Supplier to make changes, to drawings and specifications of the goods or to otherwise change the scope of the work covered by this Order, including work with respect to matters such as inspection, testing, or quality control. Any difference in price or time for performance resulting from such changes shall be equitably adjusted by Sprint Power after receipt of documentation in such form and detail as Sprint Power may direct.
7. SUPPLIER QUALITY AND DEVELOPMENT: INSPECTION
7.1 The Supplier agrees to participate in Sprint Power supplier quality and development programme(s) and to comply with all quality requirements and procedures specified by Sprint Power, as the same may be revised from time to time.
7.2 Sprint Power shall have the right to enter the Supplier’s facilities at reasonable times upon making appointment beforehand, to inspect or test all goods, materials and equipment covered by this Order. Sprint Power’s inspection of the goods, whether during manufacture, prior to delivery or within reasonable time after delivery, shall not constitutes acceptance of any work-in-progress or finished goods and shall not diminish or otherwise affect the Supplier’s obligations under this Order.
8. NON-CONFORMING GOODS
8.1 Payment for non-conforming goods shall not constitute an acceptance thereof, limit or in any way impair Sprint Power’s right to assert any legal or equitable remedy, or used as grounds to relieve the Supplier’s responsibility for latent defects.
9. SERVICE PARTS PRICING
9.1 The Supplier will allow Sprint Power and its Service Parts Operations to purchase goods at the same price as that negotiated for original equipment off) usage foe the period that the goods remain a current OE item and will continue supply for a period of ten (10) years after the goods cease to be a current OE item.
10. FORCE MAJEURE EVENTS
10.1 None of the Parties hereto is liable for any delay in or failure of performance of any obligations hereunder due directly or indirectly to any causes beyond such Party’s reasonable control, including, but not limited to, acts of God, strikes (which do not include strikes by the employees of such Party, if any), war, governmental regulation, state of emergency as declared by the national or any state government, floods, fires; provided that such Party shall promptly inform, by telex, cable, facsimile, email or any other electronic form of communication, the other Party of the occurrence and on the transactions contemplated hereunder; and provided, further, that in no event shall any such cause excuse, suspend or delay the performance of any payment obligation hereunder or under any related purchase order or letter of credit of any Party hereto.
10.2 Any of the Parties claiming to be unable to perform its obligations under this Order due to the circumstances set out in Clause 9.1 shall notify the other Party, in writing, of the nature and extent of the circumstances within five (5) working days of the occurrence.
10.3 During such period when the Supplier fails to perform, Sprint Power may, at its sole discretion, purchase goods from another supplier, and reduce the quantities so ordered without liability. If requested by Sprint Power, the Supplier shall, within ten (10) days provide adequate assurances that the delay shall not exceed thirty (30) days. If the delay continues beyond a period of thirty (30) days, Sprint Power may immediately terminate the Order without liability.
11.1 The Supplier expressly warrants that all goods covered by this Order will conform to the specifications,
drawings, samples, or descriptions furnished by it to Sprint Power, and will be of satisfactory quality (within the meaning of the Sale and Supply of Goods Act 1994), of good material and workmanship that are free from defect.
11.2 The Supplier warrants to Sprint Power that the services covered by this Order will be performed by appropriately qualified and trained personnel, with due care and diligence and of such high standard of quality as it is reasonable for Sprint Power expect in all the circumstances.
11.3 Unless expressly stated to the contrary on the face of this Order, the Supplier acknowledgement that it knows
of Sprint Power’s intended use and expressly warrants that all goods covered by this Order which have been selected, designed, manufactured, or assembly by the Supplier will be stand sufficient for the particular purposes intended by Sprint Power.
11.4 The Supplier guarantees that Sprint Power technical details are warranted characteristics of the goods and services that the Supplier provides to Sprint Power.
11.5 The warranties contained in the Clause 10 shall not expire prior to the expiry of any warranty given by Sprint Power on its products in which Sprint Power agrees to repair or replace free of charge any part or component supplied by the Supplier.
11.6 The Parties further acknowledge that they may enter into a separate warranty agreement and to the extent that
there may be inconsistencies between the terms of such warranty agreement and the terms that appear in this Order,
the terms of warranty agreement shall prevail and take precedence.
12. INGREDIENTS DISCLOSURE
12.1 If requested by Sprint Power, the Suppler shall promptly furnish to Sprint Power in such form and detail as Sprint Power may direct:
12.1.1 a list of all raw materials used in the goods purchased hereunder; and
12.1.2 the amount of raw materials used per unit.
12.2 The Supplier agrees to furnish to Sprint Power sufficient warning and notice in writing (including appropriate labels on goods, containers and packing) of any hazardous material, together with such special handling instructions as may be necessary to advise carriers, employees on how to exercise care and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use, or disposal of the goods, containers and packing shipped to Sprint Power.
13.1 Sprint Power may immediately terminate this Order without liability to the Supplier by giving notice to the Supplier if:
13.1.1 the Supplier makes any voluntary arrangement with its creditors, becomes bankrupt or becomes subject to an
administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
13.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or
13.1.3 the Supplier ceases, or threatens to cease, to carry on business; or
13.1.4 Sprint Power reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.
14. TERMINATION FOR BREACH: NON-PERFORMANCE
14.1 Sprint Power reserves the right to terminate all or any part of this Order, without liability to the Supplier, if the Supplier:
14.1.1 repudiates or breaches any of the terms of this Order, including Supplier’s warranties;
14.1.2 fails to perform services or deliver goods as specified by Sprint Power; or
14.1.3 fails to make progress so as to endanger proper completion of services or delivery of goods and does not correct
such failure or breach within ten (10) days (or such shorter period of time if commercially reasonable under the
circumstances) after receipt of a written notice from Sprint Power specifying such failure or breach.
15.1 In addition to any other rights of Sprint Power to terminate this Order, Sprint Power may, at its option, immediately terminate all or any part of this Order, at any time and for any reason, by giving the Supplier two (2) weeks’ written notice to the Supplier. Upon such termination, Sprint Power shall pay to the Supplier the following amounts without duplication:
15.1.1 the Order price for all goods or services which have been completed in accordance with this Order and not
previously paid for; and;
15.1.2 the actual costs of work-in-progress and raw materials incurred by the Supplier in furnishing the goods or services under this Order to the extent such costs are reasonable in amount and are properly allocable or proportionate under generally accepted account principles to the terminated portion of his Order, less, however the reasonable value or cost (whichever is higher) of any goods or materials used or sold by the Supplier with Sprint Power written consent, and the cost of any damaged or destroyed goods or materials.
15.2 Sprint Power will make no payments for finished goods, work-in-progress or raw materials fabricated or procured by the Supplier in excess of those authorized for delivery releases nor for any undelivered goods which are in the Supplier’s standard stock or which are readily marketable. Payments made under this Clause 14 shall not exceed the aggregate price payable by Sprint Power for finished goods that would be produced by the Supplier under delivery or release schedules outstanding at the date of termination. Except as provided in this Clause 14, Sprint Power shall not be liable for and shall not be required to make payments to the Supplier, directly or on account of claims by the Supplier’s subcontractors, for loss of anticipated profits, unabsorbed overhead, interests, product development and engineering costs, facilities and equipment rearrangement costs, rental, unamortised depreciation costs, general and administrative burden charges from termination of this Order.
16. INTELLECTUAL PROPERTY
16.1 The Supplier agrees that:
16.1.1 each Party shall continue to be the sole and exclusive owner of all rights in its own Background, subject to any agreements in writing to the contrary. Save as expressly provided in this Order, each Party acknowledges that this Order shall not give it any right, interest, license and title in, under and to the other Party’s background. Neither party will make any representation or in any way act in a manner which may be taken to indicate that it has any such right, title, license or interest.
16.1.2 to grant Sprint Power a world-wide, non-exclusive, royalty free, irrevocable license to repair and have repaired, to reconstruct and have reconstructed the goods ordered hereunder. The Supplier assigns to Sprint Power all rights, title and interest in and to all trademarks, copyrights and mask work rights in any material created for Sprint Power under this Order (unless expressly provided to the contrary on the face of this Order).
17.1 The Supplier shall indemnify and hold Sprint Power, its successors, employees, agents and customers harmless from goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses awarded against, or incurred or paid by, Sprint Power, its successors, employees, agents, and customers as a result of or in connection with any alleged or actual infringement, whether or not under Hong Kong law, of any third party’s Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services (including the Deliverables); or
17.2 Any claim made against Sprint Power, its successors, employees, agents and customers in respect of any liability, loss, damage, injury, costs or expense sustained by Sprint Power, its successors, employees, agents and customers to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to, or arises from the provision of the Services or the Deliverables as a consequence of a breach or negligent performance or failure or delay in performance of this Order by the Supplier.
18.1 The Supplier shall procure and maintain insurance(s), in amounts and with coverage acceptable to Sprint Power, with reputable and financially responsible insurance companies. At Sprint Power’s request, the Supplier shall furnish to Sprint Power the insurance certificate giving details of such cover and the receipt for the current year’s premium. The Supplier’s purchase and maintenance of appropriate insurance, however, shall not relieve the Supplier of its obligations or liabilities under this Order.
19. Sprint Power’ PROPERTY
19.1 All designs, inventions, patents, know-how, new technology, improvements, systems, deliverables, products and all similar matters made by the Supplier in the course of the design and development work called for by this Order shall be Sprint Power’s sole property and the Supplier shall obtain the execution of any papers as may be necessary to perfect ownership thereof in Sprint Power.
19.2 In the event of termination of this Order, the Supplier shall return to Sprint Power all materials which are the property of Sprint Power and shall cooperate in transferring any arrangements with third parties suppliers to Sprint Power, failing which Sprint Power may enter the Supplier’s premises and take possession of any items which should have been returned under it. Until they ave been returned or repossessed, the Supplier shall be solely responsible for their safe-keeping.
20.1 If the Supplier fails to comply with the terms of this Order, Sprint Power shall be entitled (whether or not goods or any part thereof shall have been accepted by Sprint Power) to any one or more of the following remedies at its discretion:
20.1.1 to rescind this Order.
20.1.2 to return all goods or any part thereof delivered back to the Supplier. Any costs incurred will be borne by the Suppler. Sprint Power shall be entitled to full reimbursement of any goods or works so returned.
20.1.3 to give the Supplier the opportunity to replace, repair or reinstate at the Supplier’s expense the goods so that they comply with the terms of the Order.
20.1.4 to refuse to accept any further deliveries or installments of the goods or any part thereof without any liability to the Supplier.
20.1.5 to carry out at the Supplier’s expense such works as may be necessary to make the goods or any part thereof comply with the Order.
20.1.6 to claim such damages as Sprint Power may have sustained in consequence of any breach of the Order.
20.2 The above remedies shall be in addition to and without prejudice to any other rights Sprint Power may have.
21.1 The Supplier will co-operate fully with Sprint Power and provide all reasonable assistance in the event that Sprint Power recalls goods and services as a result of any non-conformance.
21.2 The Supplier will apply an effective batch coding system to all goods supplied pursuant to this Order so that goods can be readily identified in the event of a product recall.
22.1 In addition to any right of set-off provided by law, all amounts duets the Supplier shall be considered net of indebtedness of the Supplier and its subsidiaries to Sprint Power; and Sprint Power shall have an immediate right at any time to set-off or to recoup and withhold any amounts due from the Supplier and its subsidiaries to Sprint Power from any amounts due or to become due from Sprint Power to the Supplier.
23. TRADEMARKS AND ANNOUNCEMENTS
23.1 Nothing in this Order shall be construed as conferring upon one Party a right to use in the course of trade or apply any trademark, trade name or design of the other, whether now existing or created subsequently to this Order unless written permission is given by the other Party. Any user rights so granted must be subject to a separate trademark license agreement upon terms to be agreed between the Parties.
23.2 No announcement, circular, advertisement or other publicity in connection with this Order or any ancillary matter shall be made or issued by either Party save as required by law or the regulations of the relevant stock exchange without the prior written consent of the other party.
24. COMPLIANCE WITH LAWS
24.1 The Supplier, and any goods supplied by the Supplier, shall comply with all applicable laws, rules, regulations, orders, conventions, ordinances, standards of the country of destination which includes the manufacture, labeling, transportation, importation, licensing, approval or certification of the goods. At Sprint Power’s request, the Supplier shall certify in writing its compliance with any or all of the foregoing.
25. NO IMPLIED WAIVER
25.1 Any waiver of any right under this Order is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given.
25.2 No failure to exercise or delay in exercising any right or remedy provided under this Order or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
26.1 The Supplier may not assign or delegate its obligations under this Order without Sprint Power’s prior written consent.
27. RELATIONSHIP OF THE PARTIES
27.1 The Supplier and Sprint Power are independent contracting parties and nothing in this Order shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume onto create any obligation on behalf of or in the name of the other.
28. GOVERNING LAW: JURISDICTION
28.1.Any controversy or claim of whatever nature arising out of or relating in any manner whatsoever to the Order or any breach of its terms shall be governed by the laws of Hong Kong, and the Supplier agrees to submit to the exclusive jurisdiction of the Hong Kong Courts and Tribunals.
29.1 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in the part the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected thereby.
30. ENTIRE AGREEMENT
30.1 Order, together with the attachments, exhibits or supplements, specifically reference in this Order, constitutes the entire agreement between the Supplier and Sprint Power with respect to the matter contained herein and supersedes all prior oral or written representations and agreements.
31.1 Any notice required or to be given by either party to the other shall be in writing and addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision.
32. RISK AND PROPERTY
32.1 The risk in goods delivered shall deem to be passed on Delivery.
32.2 Accordingly, title in goods delivered to Sprint Power shall be passed to Sprint Power on Delivery.
Terms and Conditions October 2018