Terms of Use

1. Scope and Effect
These General Terms and Conditions of Purchase apply to all enquiries, orders, contracts and appendices issued by PUYE (SUZHOU) ADVMATER CO., LTD. and its domestic and overseas affiliates and branches (collectively, the Buyer) for the procurement of goods and/or services from suppliers (the Seller). Unless otherwise expressly agreed in a specific agreement signed in writing by an authorised representative of the Buyer, these Terms form an integral part of the contract between the parties and shall prevail over any terms contained in the Seller’s quotations, sales terms, invoices or other documents. Any contrary or supplementary terms proposed by the Seller in any document shall not bind the Buyer unless accepted in writing by the Buyer.

2. Definitions
Contract means the procurement arrangement formed upon the Seller’s written confirmation of the Buyer’s order. Goods means all materials, spare parts, packaging and accompanying documents delivered by the Seller under the Contract. Defect means any non-conformity of the Goods with the Contract, industry standards, applicable laws or the Buyer’s reasonable expectations in respect of quality, specification, performance, safety, environmental protection or compliance. Working Day means a statutory working day in China.

3. Enquiry and Quotation
The Seller shall provide a complete quotation in accordance with the product name, grade, specification, quantity, technical indicators, packaging method and delivery location specified in the Buyer’s enquiry documents. The quotation must include unit price, total price, currency, taxes, freight, insurance and validity period. The Buyer may treat any quotation that is incomplete or contains reservations as invalid. Once accepted by the Buyer, a quotation constitutes a price commitment and the Seller may not request a price adjustment on grounds of changes in raw materials, exchange rates, freight or policy during the validity period. Any necessary adjustment must be proposed in writing in advance and agreed by the Buyer in writing, and shall not apply retrospectively to confirmed orders.

4. Contract Formation and Authorisation
A Contract is formed when both parties’ authorised representatives sign in writing or when the Seller confirms the Buyer’s order in writing. The Seller shall ensure that its signatory has lawful authority and shall, upon the Buyer’s request, submit its business licence, power of attorney, import/export qualifications, production permits and product certifications. Any oral agreement, telephone instruction or instant message not confirmed in writing by the Buyer shall not constitute a variation of the Contract.

5. Order Variation and Cancellation
The Buyer may vary or cancel all or part of an order in writing before delivery. The Seller shall confirm the feasibility of such variation or cancellation in writing within one Working Day of receipt of notice. The Seller may claim compensation for reasonable direct costs actually incurred as a result of the Buyer’s variation or cancellation, supported by valid evidence, provided that such compensation shall not exceed ten percent of the value of the affected portion of the order and shall not include anticipated profits, idle capacity or loss of goodwill.

6. Price and Taxes
The Contract price is a fixed tax-inclusive price that already covers all costs, customs duties, inspection fees, packaging costs and domestic freight necessary for the Seller’s performance. Where new taxes or fees arise from changes in applicable law, the parties shall negotiate an adjustment before the change takes effect. Failing agreement, the party legally liable for the tax shall bear it.

7. Delivery and Packaging
The Seller shall deliver in accordance with the time, batches and location specified in the Contract. Delivery time is determined by the arrival of the Goods at the designated location and the Buyer’s acceptance. The Seller shall use packaging suitable for long-distance transport and multiple handling and shall provide with each shipment a packing list, certificate of conformity, inspection report, material safety data sheet and certificate of origin. The Seller bears full responsibility for damage, rust, moisture or labelling errors caused by inadequate packaging.

8. Inspection and Acceptance
The Buyer may conduct quantity checks, visual inspection and sampling tests within a reasonable period after arrival. Passing inspection does not constitute acceptance of latent defects and does not release the Seller from quality liability. The Buyer may raise objections at any time upon discovery of a defect. For Goods requiring production verification, the Seller shall unconditionally replace or accept return of any Goods found non-conforming during the verification period.

9. Quality Warranty and Claims
The Seller warrants that the Goods are new, unused, free of encumbrances and conform to the agreed standards. The warranty period shall be no less than twelve months from the date of acceptance, or longer if industry practice so requires. If a defect appears during the warranty period, the Seller shall propose a remedy within three Working Days of notification and bear the costs of replacement, repair, transport and rework. If the Seller fails to respond in time, the Buyer may repair, procure from alternative sources or return the Goods at the Seller’s expense, including any price difference.

10. Payment
Payment shall be made in accordance with the payment terms specified in the Contract, calculated from the Buyer’s receipt of a compliant invoice and complete documentation. The Buyer may withhold payment of the corresponding amount without constituting a breach or incurring interest if the Seller’s invoice does not match the Contract, documentation is incomplete or a quality dispute exists. Payment by the Buyer does not constitute final acceptance of the quality or quantity of the Goods.

11. Delay and Liquidated Damages
If the Seller delays delivery, liquidated damages shall accrue at 0.3% of the value of the delayed portion per day of delay, capped at 10% of that portion. If the delay exceeds fifteen days, the Buyer may terminate that portion of the order and claim compensation for actual losses.

12. Seller Warranties and Compliance
The Seller warrants that its operations and the entire lifecycle of the Goods comply with applicable anti-corruption, anti-bribery, anti-money laundering, export control, economic sanctions, environmental protection, occupational health and safety and labour laws, and that no forced labour, child labour or material environmental violations exist. The Seller shall cooperate with the Buyer’s supplier audits and promptly inform the Buyer of any material compliance incident.

13. Confidentiality
Both parties shall keep confidential any technical data, pricing policies, customer information, procurement quantities and other trade secrets learned in the course of performing the Contract and shall not disclose them to third parties or use them for purposes outside the Contract without written consent. The confidentiality obligation survives termination of the Contract for three years.

14. Intellectual Property and Infringement Indemnity
The Seller warrants that the Goods and their technical documentation do not infringe any third-party intellectual property rights. If a claim of infringement arises from the Goods or documentation, the Seller shall defend the claim and bear all compensation, litigation costs and reasonable legal fees, and shall provide alternative solutions at the Buyer’s request.

15. Force Majeure
If a party is unable to perform or is delayed due to force majeure, it shall notify the other party in writing within five Working Days of the event, provide supporting evidence and use best efforts to mitigate the impact. If force majeure persists for more than thirty days, the Buyer may terminate the affected portion of the order without liability. Fluctuations in raw material prices, exchange rate movements, capacity constraints, ordinary logistics delays or default by the Seller’s subcontractors do not constitute force majeure.

16. Limitation of Liability
The Seller shall be liable for all losses caused to the Buyer by its breach, defects or tortious acts, including direct losses, loss of profit, production downtime losses, customer claims, recall and disposal costs, without limitation by the Contract price. The foregoing limitation does not apply to wilful misconduct or gross negligence, personal injury or matters where liability is mandatorily prescribed by law.

17. Termination
If a party commits a material breach and fails to remedy it within fifteen days of receiving written notice, the other party may terminate the Contract. The Buyer may also terminate the Contract due to its own business restructuring, provided it pays for Goods already delivered and accepted.

18. Assignment and Subcontracting
The Seller shall not assign, subcontract or otherwise delegate all or part of the Contract to a third party without the Buyer’s prior written consent.

19. General
Notices shall be effective when delivered in writing to the other party’s registered address or designated email. If any provision of these Terms is held invalid, the remaining provisions shall remain in full force and effect. These Terms together with the order constitute the entire agreement between the parties on the procurement matter. Disputes arising from these Terms and the Contract shall be governed by the laws of the People’s Republic of China and submitted to the competent court at the Buyer’s domicile. In the event of any inconsistency between the Chinese and English versions, the Chinese version shall prevail.

1. Scope and Effect
These General Terms and Conditions of Sale apply to all quotations, order confirmations, sales contracts and invoices issued by PUYE (SUZHOU) ADVMATER CO., LTD. and its domestic and overseas affiliates (collectively, the Seller) for the sale of goods. By placing an order, accepting delivery or making payment in any manner, the buyer (the Buyer) is deemed to have fully accepted these Terms. Any provisions in the Buyer’s orders, procurement terms or correspondence that are inconsistent with these Terms shall not bind the Seller unless signed in writing by an authorised representative of the Seller.

2. Definitions
Order Confirmation means the written confirmation issued by the Seller in respect of the Buyer’s order, constituting evidence of contract formation. Goods means the products, their packaging and accompanying documents specified in the Order Confirmation. Writing includes email and electronic data interchange as agreed by the parties.

3. Quotation and Order Confirmation
The Seller’s quotation is based on the raw material prices, exchange rates, freight and tax levels prevailing at the time of quotation and is valid for fifteen days from the date of issue, after which it must be reconfirmed. A quotation does not constitute an offer and becomes binding on the parties only upon the Seller’s issuance of an Order Confirmation. The Seller may propose adjustments to the order quantity, specification or delivery schedule before confirmation.

4. Contract Formation
A contract is formed upon the Seller’s issuance of an Order Confirmation. Any terms in the Buyer’s order that are additional to or different from these Terms shall be effective only if accepted by the Seller in writing. The Seller’s silence, preparation for shipment or partial performance does not constitute acceptance of the Buyer’s additional terms.

5. Price and Taxes
The price stated in the Order Confirmation is a fixed price, but does not include new taxes, anti-dumping duties, additional tariffs arising from changes in law, or extra costs resulting from special packaging or transport methods specified by the Buyer, all of which shall be borne by the Buyer. Where settlement is in a currency other than RMB and the exchange rate on the settlement date fluctuates by more than 3% compared with the quotation base date, the Seller may adjust the price for the excess portion.

6. Payment
The Buyer shall pay in accordance with the payment terms specified in the Order Confirmation, with the payment period calculated from the invoice date. For late payment, the Buyer shall pay overdue interest at 0.05% per day and bear the Seller’s reasonable costs of enforcing the claim. The Buyer may not assert set-off, lien or withholding against any amount due, except for amounts subject to a quality dispute.

7. Delivery and Transfer of Risk
Delivery shall be made in accordance with the trade term specified in the Order Confirmation. Where no term is specified, risk transfers to the Buyer when the Goods are handed over to the first carrier. The Seller’s delivery time is based on normal production and logistics conditions. If delivery is impeded by reasons attributable to the Buyer, the Seller is deemed to have fulfilled its delivery obligation.

8. Retention of Title
Title to the Goods remains with the Seller until the Buyer has paid the full purchase price. Before full payment, the Buyer shall not dispose of, pledge or transfer the Goods. Upon the Buyer’s default, the Seller may repossess the Goods and claim damages, without prejudice to other remedies.

9. Inspection and Objection Period
The Buyer shall complete quantity and visual inspection within seven Working Days of receipt of the Goods and raise any written quality objection within fifteen days. Failure to do so constitutes acceptance. Objections shall specify the batch, quantity, nature of the defect and necessary evidence, and shall afford the Seller a reasonable opportunity to inspect. The Buyer shall not return, repair or dispose of the Goods without the Seller’s written consent.

10. Scope of Warranty
The Seller warrants that the Goods conform to the specifications in the Order Confirmation at the time of delivery. The warranty period is twelve months from the date of delivery. Defects arising from improper storage, use, processing or mixing by the Buyer, failure to follow technical documentation, or modification by third parties are excluded from the warranty. The Seller’s liability is limited to replacement, repair or a proportionate price reduction, at the Seller’s option.

11. Limitation of Liability
In no event shall the Seller’s liability to the Buyer exceed the Contract price of the Goods in dispute. The Seller shall not be liable for loss of profit, production downtime, loss of goodwill, customer claims or other indirect or consequential losses. This limitation does not apply to personal injury or matters where liability is mandatorily prescribed by law.

12. Intellectual Property
All technical documentation, formulations, processes and trademark rights relating to the Goods belong to the Seller or the rights holder. The Buyer may use them only for the purposes of the Contract and shall not reverse engineer, copy or use them to produce similar products.

13. Export Control and Sanctions Compliance
The Buyer warrants that the end-use and end-user of the Goods comply with applicable export control and economic sanctions regulations, and that the Goods will not be resold or transferred to sanctioned countries, regions, entities or individuals, or used in the development of weapons of mass destruction or their means of delivery. The Buyer shall indemnify the Seller for all losses arising from any breach of these undertakings.

14. Force Majeure
The Seller shall not be liable for non-performance or delay caused by force majeure, government action, energy supply restrictions, major equipment failure, upstream raw material disruption or international transport interruption. The delivery period shall be extended accordingly. The Seller shall promptly notify the Buyer and use best efforts to mitigate the impact.

15. Suspension and Termination
If the Buyer fails to pay when due, breaches compliance undertakings or experiences material operational difficulties, the Seller may suspend delivery, require advance payment or security, and terminate the Contract if the default persists for more than fifteen days. Termination does not affect the Seller’s right to claim the price of Goods already delivered and to pursue remedies for breach.

16. Confidentiality
The Buyer shall keep confidential any technical data, pricing, production capacity and supply information provided by the Seller and shall not disclose them to third parties without written consent. This obligation survives termination of the Contract for three years.

17. Assignment
The Buyer shall not assign its rights or obligations under the Contract to a third party without the Seller’s written consent.

18. Governing Law and Dispute Resolution
These Terms and the Contract shall be governed by the laws of the People’s Republic of China. Any dispute arising from the Contract shall first be resolved through negotiation between the parties. If negotiation fails, the dispute shall be submitted to the competent court at the Seller’s domicile.

19. General
If any provision of these Terms is held invalid, the remaining provisions shall remain in full force and effect. Communications between the parties shall be in writing. These Terms together with the Order Confirmation constitute the entire agreement; in the event of conflict, the Order Confirmation shall prevail. In the event of any inconsistency between the Chinese and English versions, the Chinese version shall prevail.