Quality Creates Value
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General Purchasing Terms and Conditions of Wuxi Wanda Industrial Co. Ltd.

1. Scope and Definition

1.1 Scope
This general purchasing terms and conditions is the solely applied clause for purchasing of Wuxi Wanda Industrial Co.,Ltd. It definitely claims the invalidation of general sales clause of suppliers and others related documents concerning the purchasing of Wuxi Wanda Industrial Co., Ltd. This clause fits for all purchased products of Wuxi Wanda Industrial Co. Ltd. This clause is only allowed for modifying based on the written signed documents of our Purchase Department.

1.2 Definition
The WD Bearing Group Companies, includes Wuxi Wanda Industrial Co.,Ltd and other invested subsidiary companies
Supplier: All supplying companies audited and approved by Wanda
Supply: abbreviation of all the products supplied to Wanda

2. Order

2.1 Purchase order
Purchasing order of Wuxi Wanda should be placed to suppliers via post, fax or email. In case of emergence, suppliers can deliver goods according to the order number from Purchase Department or delivery notice.

2.2 Confirmation of purchase order
Suppliers should confirm the order with suppliers’ contract seal within 48 hours after receiving the order and then send back via fax or email. If the confirmation copy of order doesn’t reach us in time, it will be regarded as confirmation of the order.

3. Requirements
3.1 Meet the request of drawings or specification
On the premise of no damage to Clause 3.2, the goods supplied by suppliers should be in line with the drawings and specifications. If it is lack of detail drawings and specification, the quality of goods should be in line with the samples confirmed by WD.
WD has the right to modify the drawing and specification requirement at any time. The suppliers should do best to meet the requirements of WD. In the case that WD’s requirements of drawings and specification indeed influence the production process and cost, the suppliers could require price change within five working days. If the suppliers don’t apply in time, we will regard as no price change.
Without the written authorization of WD, the suppliers can not change the raw material element, material specification and confirmed product art process, as well as the production place.

3.2 Abiding by laws and statute
The goods supplied by the suppliers must be in line with the laws and statute of The People Republic of China and that regulated by WD in the written ways, especially related to sanitation, security and environment protection.
The suppliers should make sure WD will not be involved in any lawsuit due to not abiding by the above provision and agree to take the responsibility for any direct or indirect cost or other loss caused.

3.3 Raw Material Report
As WD’s request, the suppliers have the obligation to provide the material composition and the quality report of the material used in production.

3.4.Production control
In production process, if there are any need to change the material and technical specifications, the suppliers should issue a written application form in time ( on the premise of not effecting the deliver time), and only implement the change after WD’s confirmation in written form.

3.5 Quality inspection
WD has the right to authorizing a third party or sending WD QC to inspect the products in process, finished or stocked at the suppliers’ location or other nominated places. The suppliers should try to provide everything needed during inspection. The inspection, carried out by WD QC is to prevent delivered products from production defect, is not the final inspection result. The final result is subject to the customers’ confirmation.
If the inspection result from WD doesn’t show suppliers’ ability to fulfill the request of purchase order or specification confirmed by WD or to provide the qualified samples, the supplier must take necessary actions to improve it. If the supplier doesn’t take any actions to improve, WD has the right to end business relationship between the suppliers and cancel related order.

4. Industrial and intellectual property rights
4.1 The supplier should guarantee themselves to be the legal holders or authorized users of the industrial and intellectual property rights to produce the goods.

4.2 If there is a third party takes juristic measures to prevent, restrict or modify the production, marketing and sales work, the supplier should be the sole party to take full responsibility and afford the loss. At the same time, the supplier should compensate all duties and loss due to not fulfilling or partially fulfillment the agreement of between WD and customers, including the compensation WD should pay customers.

5. Tooling and jigs

5.1 All production tooling, jigs and related equipments WD contributed as well as related industry and intellectual property rights, belongs to WD. Neither the supplier nor its debtor has the right to possess. The supplier should keep the tooling, jigs or equipments properly. The suppliers, as the assignee of WD, should take necessary actions to mark the tooling, jigs and equipments with steel plate label writing in” WD property, no detaining.”

5.2 The supplier are not entitled to any interest from the tooling, jigs and equipment that WD assigns them to keep even when:
5.2.1 In no case, the pending payment expiries.
5.2.2 WD violates any clause in this general clause.

5.3Regarding the tooling, jigs and equipments WD assign the supplier to keep, the supplier should:
5.3.1 Be responsible for maintenance and calibrating the tool, jigs and equipments.
5.3.2 Bearing the risk of all above mentioned tooling, jigs and equipments and other risks caused by using them, including damage and stealing.
5.3.3 As WD’s request, the supplier should send all tooling, jigs and equipments, including related documents, approval, allowance or other documents which allow to send the above said tooling and equipments and all technical information related, to other person and place nominated by WD.
5.3.4 As WD request, the supplier should stop production with the tool, jigs and equipments.

6. Disposal of unconformity

6.1 After the goods finish, the supplier should inform WD and provide inspection result with inspection report to WD. If the quality of goods can not meet WD demand but doesn’t affect the usage, the supplier could apply for concession procedure. WD has the right to decide whether to accept them according to the actual usage of the goods.
After WD agrees to accept the goods, considering possible damage or loss, the suppliers should bear 10% discount of goods unit price.

6.2 . When there is quality problem, according to the loss happened, WD reserves the right to:
6.2.1 Reject the goods if the major items are greatly nonconforming to the request, more than20% products shows nonconformity or other necessity.
6.2.2 Inform the supplier to recheck, rework or re-produce the goods.
6.2.3 In case of emergency, WD has the right to rechecking, reworking and selection by it own and the related cost would be charged to the supplier.
6.2.4 If the returning of goods to suppliers affects in-time delivery, do as Clause 6.3

6.3 . If the final delivery date is later than agreed, WD has the right to ask for compensation as below:
6.3.1 Payment postpone when the delay of delivery is no more than 10 days. In case of one day delay of delivery, the payment will delay by five days and so forth.
6.3.2 If the delivery is late more than 10 days(including 10 days), for each day after 10 days, 1% against order amount will be deducted as the compensation, and the maximum is 10%. At the same time, the payment will de delayed according to 6.3.1.
6.3.3The possible air freight, customs application cost, local transportation cost and other loss caused by late delivery, resulting in WD’s shipping schedule even foreign customer’s production will be charged to the supplier.

6.4 The supplier must make up for the discrepancy between the real quantity and that shows in the packing list without charge. The supplier should take corrective actions prevent the same problem. WD has the right to verify the improvement on site.
If the same mistakes happen again, WD has the right to deduct RMB1000 for compensation.

7. Price and payment terms
7.1Unless there is written stipulation in order, the price is tax-fixed price, including the charge of packing, commodity inspection delivery to WD’s appointed place.

7.2 Unless there is written stipulation in order, all payment will be paid in 25 days after receipt of the VAT from the suppliers.

7.3 WD keeps the right to deduct the payment which the suppliers owe to WD from the goods payment.

8. Package and shipping documents

8.1 The package of the supply should be in line with the demand in WD purchase order. All packages should be ensured their fitness for shipping ways. Any loss caused by the improper package should be beard by the supplier.

8.2 Printing and marking on the package
8.2.1 In addition to other notification, in all packages, there should not have any information of the supplier like address, brand or brief name in all packages. The marking on cartons and pallets should be printed as the WD’s regulated form. Part number, quantities, net weight, gross weight and carton number should be marked on each carton. The marking on pallets should be printed according to WD nominated content.
8.2.2 Regarding the goods to America, their cartons should mark “ Made in China” to show the goods’ origin.

8.3 Transportation documents
8.3.1 The suppliers should fill out packing details 5 days before delivery date according to WD’s set form and send to WD Service Dept by fax or e-mail to book shipping.
8.3.2 The supplier should provide WD commodity inspection certificate 1-2 days before the delivery date.
8.3.3 After the goods are finished, the supplier should send the inspection report by email or fax, asking for WD’s inspection or delivery.
8.3.4 After receiving the delivery notice from WD, the supplier should send the goods to the appointed warehouse within request time. And the warehouse sheet or warehousing status should be sent to WD in 24 hours.

9. Guarantee of goods reception

9.1 WD keeps the right to refuse the goods via post mail, email and fax:
9.1.1 The finished quantity and quality don’t conform to order request.
9.1.2 The finished date is nonconformity to order.

9.2 The charge and risk caused by all rejection of goods for the above reason would be beard by suppliers.
The supplier should afford the charge and take the rejected goods back within 8 working days in receipt of the rejection notification.

10. Sub-contracted

10.1 Without the written approval of WD, purchase orders shall not be subcontracted to other suppliers in whole or in part.

10.2 Without the written approval of WD, purchase orders shall not be subcontracted to other suppliers in whole or in part.

11. Confidentiality

The suppliers are restricted by commercial privacy. Information provided by WD is confidential. The supplier should take necessary measure to ensure the information about WD order not disclosure to the third party by their employees, agent or sub-contractors, especially the information of special bearing samples, product specification, design, drawing and other technical data.

The suppliers and sub-contractors should not obtain other customers and enlarge market force through the fact of supplying goods to WD, especially not to cite their commercial relationship with WD to other customers.
The non-disclosure agreement is valid when the suppliers fulfill order and the following three years.

12. The transfer of proprietorship

12.1 When the goods reach WD or the third party nominated by WD, the proprietorship is naturally transferred to WD. When the goods are before.

12.2 WD possesses the raw material or semi-finished goods paid by WD. As the assignee of WD, the supplier should agree to distinguish the above raw material or semi-finished goods in any way, especially by marking them with name of WD.

13. Suitable laws and statute

The implementation of contract or the whole issue related to the contract should be consulted friendly firstly. Only when the consultation fails, it can be litigated at the court in WD location. For this contract, it should be explained according to the laws of The People Republic of China.

Supplier confirmation: (signature)
Phone No.
Fax No.
Legal representative: