PURCHASE ORDER TERMS AND CONDITIONS

Shanghai Zhansong Industrial Co., Ltd.
Revised: November 2025

These Purchase Order Terms and Conditions (“Terms”) apply to all purchases made by Shanghai Zhansong Industrial Co., Ltd. (“Buyer”). Any vendor supplying goods or services (“Supplier”) in response to a Buyer purchase order agrees to be bound by the Terms set forth below.

1. Offer, Acceptance, and Contract Formation

Each purchase order issued by Buyer is a formal offer to acquire the goods or services described therein, subject exclusively to these Terms. Supplier’s written acknowledgement, commencement of production, shipment of goods, or performance of services constitutes full acceptance of the purchase order and forms a binding agreement.
Any Supplier proposal that adds, modifies, or contradicts these Terms is expressly rejected. Buyer’s acceptance of shipped goods or rendered services shall not be interpreted as acceptance of Supplier’s additional or conflicting terms, whether included in Supplier quotations, invoices, order confirmations, or digital/click-through documents.

2. Invoicing and Payment Requirements

Supplier shall issue invoices that:

Reference the exact purchase order number.
Match the quantities, unit prices, shipping terms, and descriptions stated on the purchase order.
Are dated no earlier than the shipment date unless otherwise authorized.

Invoices must be submitted promptly upon shipment to the attention of Buyer’s Accounts Payable department. Payment timelines follow the terms printed on the purchase order unless otherwise agreed in writing.

3. Delivery, Shipping Terms, and Risk of Loss

Unless otherwise specified on the purchase order, deliveries shall follow the applicable Incoterms® 2020 rule designated on the order.
For goods shipped from outside China, the Incoterm specified on the order fully governs responsibilities related to freight, insurance, and customs clearance.
Supplier shall:

Ensure goods arrive on or before the agreed delivery date, as time is material to performance.
Immediately notify Buyer of any foreseeable delay, labor disruption, or logistics issue.
Bear all risks associated with loss or damage to goods until delivery occurs under the designated Incoterm.

Buyer reserves the right to reject, return, or accept with reduced pricing any over-shipments or early shipments at Supplier’s expense.

4. Packaging, Identification, and Shipping Documents

Supplier must package all goods in a manner that ensures safe delivery and protects the goods from corrosion, contamination, and mechanical damage. Unless otherwise stated:

No separate charges for packaging, crating, or handling are permitted.
Each container must clearly display the purchase order number, destination address, and item identification.
Each shipment must include a detailed packing list.

Failure to meet these requirements may result in delays in payment or rejection of the shipment.

5. Inspection, Rejection, and Remedies

All goods and services are subject to inspection and testing by Buyer at any reasonable time—both at Supplier’s premises and upon arrival at Buyer’s facility.
Payment by Buyer does not constitute acceptance. Buyer may reject any goods that are nonconforming in quantity, quality, workmanship, or documentation.

Upon rejection, Supplier shall promptly:

Replace the goods at its own cost or
Bear all transportation and handling expenses associated with returns.

Buyer may elect to retain defective or nonconforming items and reduce the purchase price accordingly.

6. Tools, Fixtures, and Buyer-Owned Materials

Any molds, tooling, jigs, fixtures, or special equipment provided or paid for by Buyer remain the exclusive property of Buyer. Supplier shall:

Use such property solely for work authorized by Buyer.
Maintain and insure Buyer-owned materials in good operating condition.
Return all Buyer-owned items immediately upon demand.

7. Ownership of Work Product and Intellectual Property

All drawings, specifications, engineering documents, prototypes, software, and any other work product prepared or delivered under a purchase order are the sole property of Buyer unless explicitly stated otherwise.
Supplier shall execute documents necessary to perfect Buyer’s ownership of such materials, including assignments of copyrights, patents, and related rights.

Supplier shall not claim, register, reproduce, or use Buyer’s work product for any purpose other than fulfilling the purchase order.

8. Confidentiality

Supplier shall treat all non-public information received from Buyer as strictly confidential. Such information includes, but is not limited to, product designs, machining parameters, customer lists, business plans, and operational processes. Supplier shall:

Use confidential information only to perform the purchase order.
Share it only with employees or subcontractors who have a legitimate need to know.
Return or destroy all confidential information upon Buyer’s request.

These obligations remain in force even after completion or termination of the purchase order.

9. Certificates of Origin and Documentation

Supplier must provide accurate certificates of origin and related documentation at least annually and upon any change in the manufacturing location.
Failure to supply required origin documentation may result in delayed payment or cancellation of the order.

10. Warranties

Supplier expressly warrants that all goods:

Are free from defects in design, material, and workmanship.
Conform fully to Buyer’s specifications, drawings, samples, and quality requirements.
Are suitable for their intended purpose.
Were manufactured using appropriate process controls and quality systems.

These warranties are in addition to any statutory or extended warranties provided by law or industry standards.

11. Non-Infringement

Supplier warrants that goods and services provided do not infringe any patent, copyright, trademark, or other intellectual-property rights in any jurisdiction, unless such infringement results directly from Buyer’s specific written design instructions.

12. Compliance with Applicable Laws and Standards

Supplier shall comply with all applicable national and international laws, regulations, and industry standards, including but not limited to:

Product-safety and environmental regulations (e.g., RoHS, REACH, WEEE).
U.S. FDA and GMP standards when applicable.
Occupational health and safety regulations.

Supplier shall notify Buyer within 24 hours of any regulatory agency inquiry or inspection related to goods supplied to Buyer.

13. Ethical Conduct and Corporate Responsibility

Supplier shall conduct business ethically and legally, uphold fair-labor practices, and maintain safe working conditions. Supplier must not engage in bribery, corruption, discrimination, forced labor, child labor, or unsafe environmental practices.

Buyer reserves the right to audit Supplier’s ethical compliance.

14. Recalls and Corrective Actions

If any goods supplied are subject to a recall, safety notice, market withdrawal, or corrective action, Supplier shall:

Notify Buyer immediately.
Cover all costs associated with the recall or corrective action.
Fully cooperate with Buyer, regulatory agencies, and affected customers.

Buyer retains sole authority to determine recall strategy and communication.

15. Hazardous Materials

Supplier must disclose in advance any materials that pose potential hazards to human health, property, or the environment and must provide all required safety data sheets and labeling.

16. Conflict Minerals Compliance

Supplier shall maintain responsible sourcing practices aligned with OECD guidelines and applicable laws regarding tin, tungsten, tantalum, and gold (3TG). Supplier warrants that materials supplied to Buyer do not contain conflict minerals originating from prohibited regions.

Supplier shall provide supporting documentation upon request.

17. Quality Management and Traceability

Supplier shall ensure:

Full traceability of raw materials and processes.
Prevention, identification, and correction of nonconforming product.
Notification to Buyer of any material changes in process, facility, or design.

Records associated with Buyer orders must be retained for at least one (1) year unless otherwise specified.

18. Cancellation

Buyer may cancel any purchase order in whole or in part:

For cause, if Supplier breaches any obligation.
Without cause, at any time prior to shipment or service completion.

For cancellations without cause involving custom goods or services, Buyer will reimburse Supplier for verified, reasonable, non-recoverable costs incurred up to the cancellation date, not to exceed the purchase order value.

19. Indemnification

Supplier shall indemnify and hold Buyer harmless from all costs, damages, claims, or liabilities arising from:

Supplier’s breach of warranties or obligations.
Product defects or failures.
Injury or property damage related to supplied goods or services.

This obligation excludes damages proven to be caused solely by Buyer’s negligence.

20. Subcontracting

Supplier shall not subcontract or transfer any portion of manufacture or service performance without Buyer’s prior written approval.

21. Insurance Requirements

Supplier shall maintain insurance coverage consistent with prudent industrial-manufacturing practice, including but not limited to product liability, worker’s compensation, and general commercial liability. Proof of insurance must be provided upon request.

22. Taxes

Unless otherwise stated on the purchase order, Supplier is responsible for all taxes associated with the sale and delivery of goods or services, excluding Buyer’s income taxes.

23. Independent Contractor Status

Supplier is an independent contractor and not an employee, agent, partner, or representative of Buyer. Supplier is solely responsible for compensation, insurance, and legal compliance for its employees.

24. Governing Law and Dispute Resolution

These Terms and the related purchase order shall be governed by the laws of the People’s Republic of China, without regard to conflict-of-law principles.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Disputes shall be resolved through negotiation, and if unresolved, submitted to a mutually agreed arbitration body in Shanghai.

25. Entire Agreement and Amendments

These Terms, together with the applicable purchase order, constitute the full and exclusive agreement between Buyer and Supplier.
No amendment or waiver is binding unless made in writing and signed by Buyer.
Failure of Buyer to enforce any provision does not constitute a waiver of that or any other provision.

Buyer Information

Shanghai Zhansong Industrial Co., Ltd.
Email: JMJG_SZ@163.com
Phone: +86-150-6245-3593
Address: Shanghai, China
WebSite: https://zscncparts.com/