1. Offer and Acceptance:
Our purchase order represents our offer to acquire the goods or services specified, at the indicated prices and subject to the terms outlined below. Your acknowledgment of our purchase order and acceptance of our quotation will form a binding agreement in accordance with these terms and conditions. By accepting our offer, you agree to be bound by the terms of our purchase order, including these terms and conditions. Should you wish to object to any terms or conditions that differ from or are in addition to those of our purchase order, including these terms, please inform us prior to processing your order. Acceptance of goods or services may be construed as an agreement to any additional terms proposed by you, provided that we explicitly agree to them.
2. Invoice and Payment:
Invoices issued by us will reference the corresponding purchase order number and align with the amount and details specified in the purchase order. These will be sent to you immediately upon shipment. If you have special requirements, please notify us before shipment.
3. Delivery:
For shipments within the United States, delivery is made FCA Buyer Facilities (Incoterms 2020) to the location and date specified in your purchase order or any revised date provided in writing. For international deliveries, applicable terms will be defined according to Incoterms. Unless otherwise indicated, delivery is made to your specified facility. Regardless of freight arrangements, risk of loss or damage during transit remains with FCA. In case of any potential delays due to circumstances like strikes, we will promptly inform you.
4. Packaging and Shipping:
All shipments are made using packaging designed by us to ensure safe transit. Unless otherwise specified, there are no additional charges for packaging, handling, or delivery. Each shipment will clearly display the order number and delivery address, with a packing slip included.
5. Inspection:
Before shipping, we will inspect, count, and test all orders at our factory. Trial samples and mass production shipments will be accompanied by high-quality material certificates, inspection reports, surface treatment certificates, and COC papers, all meeting EU RoHS standards. In the event of nonconforming goods, we will cover all related transportation costs and risks, or you may choose to retain some or all of the nonconforming goods, with the cost of repairs deducted from the purchase price. Payment of any portion of the purchase price does not imply acceptance of nonconforming goods or waive your right to reject them.
6. Your Materials:
Unless otherwise stated, ownership of all patterns, dies, tooling, jigs, and special fixtures provided or paid for by you remains with you. We will maintain such materials in good condition, fully insured, and will only use them for authorized work. We will return these materials to you upon request.
7. Ownership of Work Product:
Any design work, product development, specifications, or related work arising from your purchase order will, unless otherwise specified, remain our exclusive property. We will deliver such work product to you upon request and may execute further documentation, including copyright or patent assignments, to establish your ownership rights.
8. Confidential Information:
"Confidential Information" refers to any information related to your current or future products, processes, business practices, and other matters, excluding information that is publicly available or becomes public after disclosure. We will keep all such information confidential, use it only to fulfill your purchase orders, and will not disclose it to any third parties, except to our employees or contractors who require access to fulfill the order. We will take reasonable measures to prevent unauthorized disclosure and return all Confidential Information to you upon completion or termination of the purchase order.
9. Certificates of Origin:
We are obligated to provide certificates of origin for all goods. If we fail to do so annually or if the origin of any goods changes, we reserve the right to withhold payment or cancel the purchase order.
10. Warranty:
We warrant that all goods will be free from defects in material and workmanship, conform to the applicable specifications, and meet your provided designs or instructions. This warranty supplements any other warranties we provide to you.
11. Non-Infringement:
We warrant that the goods supplied will not infringe any valid intellectual property rights, including patents, trademarks, copyrights, or proprietary rights, unless such infringement is due to specifications you provide.
12. Compliance with Law:
We ensure that all goods comply with applicable laws, regulations, and standards, including those related to prohibited or restricted substances, such as TSCA, RoHS, WEEE, REACH, and CA Prop 65. We will cooperate with regulatory authorities and notify you of any inspections or inquiries related to goods you purchase from us.
13. Equal Opportunity:
As an equal opportunity employer, we adhere to 41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a), which prohibit discrimination against individuals based on race, color, religion, sex, sexual orientation, gender identity, national origin, or status as protected veterans or individuals with disabilities.
14. Code of Conduct:
We agree to conduct our business with the highest ethical standards and in compliance with applicable laws. By accepting this purchase order, both parties commit to following the principles outlined in our Code of Ethics and Business Conduct, available upon request at sales@hlparts.cn.
15. Recalls:
You must inform us promptly if any goods are subject to recall, withdrawal, or correction. If any goods we supply are recalled or withdrawn, you will be responsible for associated costs, including notification, replacement, and transportation. We will cooperate with you during such events and engage with regulatory bodies as necessary.
16. Hazardous Materials:
If any goods contain hazardous materials, we will notify you in writing before shipment.
17. Definitions:
For these Terms and Conditions, "HL Parts," "we," and "our" refer to HL Parts Ltd. and its affiliates, while "Customer," "you," and "your" refer to the purchaser on the purchase order. "Goods" and "Services" refer to the items provided under the purchase order.
18. Language:
All communication and legal documentation related to these terms will be in English, and all terms will be interpreted in the English language.
19. Revision History:
These Terms and Conditions were last revised on October 13, 2022.