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TERMS AND CONDITIONS OF PURCHASE

 

Document No.: FN-PUR-014
Revision No.: 4

1. ACCEPTANCE
    This Purchase Order (hereinafter called “PO”) is subject to and shall include the     terms and conditions herein contained. No variation, change, modification or     revision of the terms and conditions are permitted or allowed EXCEPT by the     consent in writing of the Buyer’s duly authorized purchasing representatives or     company officer.

2. PRICE
    The Seller warrants that the prices quoted for the goods or services in this PO are     not in excess of the prices charged to other customers for products of similar     product quantities and delivery requirements or similar type of services rendered.

3. INVOICES
    All invoices must be submitted in duplicate and contains the following information:-
    a) Purchase Order Number;
    b) Purchase Order Item Number;
    c) Product Description;
    d) Model Number / Drawing Number;
    e) Quantities;
    f)  Unit Prices;
    g) Amount; and
    h) Any Other Information Specified.

    Payment of invoices shall not constitute acceptance of products and are subject to     adjustments for errors, shortages, defects in the products or failure of the Seller to     meet the requirements of this PO. The Buyer shall be entitled to set off any amount     owed by the Buyer to the Seller against any amount owed by the Seller or any of its     subsidiaries or affiliated companies to the Buyer.

4. PACKING AND SHIPMENT
    Unless otherwise specified in this PO, when the price is based on the weight of the     ordered product, such price is to cover the net weight of products ordered only and     the Seller shall not separately charge the Buyer for boxing, carting, drayage,     storage or other packing requirements or any allowance for damage in foregoing.

    Unless otherwise specified in this PO, all products shall be packed, marked and     otherwise prepared by the Seller for shipment in a manner which is:-

    a) In accordance with good commercial practice;
    b) Acceptable to common carriers for shipment at the lowest rate for the particular         product;
    c) Adequate to ensure the safe arrival at the named destination for storage and         protection against the elements;
    d) Marked all containers with necessary lifting, handling and shipping information         and names of consignee and consignor together with an itemized packaging         sheet accompanying each shipment;
    e) Complied with lot packing requirement upon Buyer’s request.

5. OVERSHIPMENT
    The Buyer will only pay for the maximum quantities ordered as per this PO and the     Seller shall bear the risk and expenses of over shipments at the Seller’s own costs.

6. WARRANTY
    The Seller warrants as follows:-

    a) All products delivered (including components, if any) shall be free from         defects in design, material and workmanship in accordance with this PO. All         products purchased are warranted to be of merchantable quality and shall be fit         and suitable for the purposes intended;

    b) If any products delivered are found to be defective or do not conform to this PO,         the Buyer may at its option either require the Seller to make good the defect or         non-conformity at the Seller’s costs by way of repair (if possible) or replacement         or return such defective or non-conforming product to the Seller at the Seller’s         costs and recover from the Seller the order price paid; or

    c) The Buyer’s approval of the Seller’s design and description of the product shall         not amount to acceptance of defective or non-conforming products.

7. INSPECTION
    The Buyer shall be entitled to inspect & test all products purchased hereunder prior     to final acceptance. In the event the product is found to be defective in material or     workmanship, the Buyer may choose to either reject it or require its correction at     the expense of the Seller. In the event of correction or replacement of product is     required and the Seller fails to do so within the delivery schedule, the Buyer may:-

    a) Elect to terminate this PO and claim damages; or
    b) Accept the defective product and require an appropriate reduction in price.

    Notwithstanding all prior inspections, all products are still subject to final inspection     and acceptance at Buyer’s premise within a reasonable time after delivery.

8. CHANGES
    The Buyer may by way of a written order make changes to the quantities, drawings,     designs, specifications, method of shipping, packing and/or place of delivery. Any     increase or decrease in the costs or time for performance shall be quoted by the     Seller within 7 working days of receipt by the Seller of the notification of change.

9. TERMINATION BY DEFAULT
    The Buyer may by written notice to the Seller, terminate this PO in whole or in part     if:-

    a) The Seller fails to deliver within the time specified;
    b) The Seller fails to replace or correct the defective products; or
    c) The Seller becomes insolvent or is wound up or is place under receivership.

    In the event of termination, the Buyer shall be entitled to purchase similar or     substantially similar products and the Seller shall be liable to the Buyer for any     excess costs occasioned.

10. TERMINATION BY BUYER
    The Buyer may terminate work under this PO, in whole or in part, at any time by     giving notice in writing to the Seller at which time the termination becomes     effective. The Seller shall cease all work and within 14 days after receipt of the     notice of termination, the Seller shall submit to the Buyer its written termination     claim which shall reasonably assess costs for raw materials, work in process,     subassemblies and all other reasonable costs.

11. RISK
    For local company, the Seller shall bear all risks of loss, damage or confiscation of     the product until final acceptance by Buyer at destination. For overseas company,     the cost and risk should refer to Incoterms 2010.

12. PATENTS, ROYALTIES AND ENCUMBRANCES
    The products supplied by the Seller must be free from any royalties, patents rights,     encumbrances or charges.

13. NON-DISCLOSURE
    In the performance of this PO each party agrees that any private or confidential     information relating to equipment, apparatus, program, software, plans, drawings,     specifications and other data shall not be copied or published or disclosed any to     any third party whatsoever.

14. ASSIGNMENTS AND SUBCONTRACTS
    The Seller shall not enter into any assignments, subcontracts or agreements of any     right or obligation in this PO without the prior written consent of the Buyer. Any     purported assignment, subcontract or agreement without such consent shall be null     and void and the Buyer shall not be obligated to recognize any claim from any such     assignments, subcontracts or agreements."

15. CHANGES IN PROCESS OR METHOD OF MANUFACTURING
    Seller agrees that it will not invoke any changes in process or method of     manufacturing during the term of this PO without Buyer’s written consent. Seller     further agrees that any contemplated changes in process or method of     manufacturing will be submitted to Buyer in sufficient time to enable Buyer a     reasonable opportunity in which to evaluate such changes.

16. APPLICABLE LAW
    The law applicable to this PO shall be Malaysian Law irrespective of jurisdiction of     the Courts.

17. FABRICATION
    A complete Inspection Report is required during delivery or else delivery will be     rejected. This clause is applicable to all fabrication parts.

18. SAFETY
    Any project work involving servicing, protection or removal job that needs to be     done in Buyer’s premises, requires full compliance by the Seller, (any employees,     agents or subcontractors of the Seller) to observe strictly the Buyer’s Safety Policy.

Refer TERMS AND CONDITIONS OF PURCHASE (AEROSPACE)