Terms & Conditions

All purchase orders issued by Kaishan Machinery Co., Ltd. and its affiliates (collectively “Kaishan”) are subject to the following terms and conditions of purchase. “Products” refers to the products described on the applicable purchase order (the “Order“) to be purchased by Kaishan from the Supplier named on the Order (“Supplier“), and “Contract” refers to any contract formed by the Order and these terms and conditions.

  1. Agreement. The Order constitutes an offer by Kaishan and may be revoked or changed at any time before acceptance. KAISHAN OBJECTS TO THE INCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS BY SUPPLIER IN ACKNOWLEDGING OR ACCEPTING THE ORDER, and neither acceptance of delivery of all or part of the Products ordered, nor payment therefore, shall constitute acceptance by Kaishan of any such different or additional terms and conditions that may be contained in Supplier’s acknowledgment, acceptance, confirmation, invoice, or other writing, regardless of whether Supplier’s acceptance of the Order is conditioned upon Kaishan’s assent to such terms and conditions. If the Order is made in response to a written proposal or other form of offer from Supplier, and if Supplier’s proposal or other form of offer contains terms and conditions additional to or different from those contained herein, KAISHAN’S ACCEPTANCE OF SUPPLIER’S PROPOSAL OR OFFER IS HEREBY EXPRESSLY CONDITIONED UPON SUPPLIER’S AGREEMENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE ORDER. Supplier’s signing and returning the Order, other written indication of acceptance, commencement of any work in furtherance of the Order, or the shipment of Products shall constitute acceptance by Supplier of the Order and all of its terms and conditions.
  2. Price and Payment. The price for the Products shall be as set forth in the Order or, if not set forth therein, the last price quoted or the prevailing market rate, whichever is lower (the “Price”). Unless Kaishan agrees otherwise in writing, the Price includes all costs and expenses to be paid by Kaishan, and Kaishan shall not be required to pay any amounts in addition to such Price (including without limitation any sales, use or other taxes). Except as shown on the Order, Kaishan shall not be required to pay any late charge, interest, finance charge or similar charge. Kaishan’s payment of the Price does not indicate its acceptance of the Products. Kaishan shall pay all invoices within sixty (60) days from the date of the invoice or the date of acceptance of the Products, whichever is later. Supplier warrants that the Price is at least as low as the price charged by Supplier to other buyers for the same Products.
  3. Shipment and Delivery. Unless Kaishan agrees otherwise in writing, the Products shall be deliveredto the location identified on the Order or otherwise designated by Kaishan, and shall be made in accordance with all Kaishan instructions. Supplier will deliver all Products on the date specified in the Order or otherwise designated by Kaishan. All delivery dates are firm, and time and quantities are of the essence.
  4. Representations and Warranties. Supplier represents and warrants that (a) Supplier is duly organized and validly existing under the laws of its state of organization, (b) the Contract is the valid and binding obligation of Supplier, enforceable against Supplier in accordance with its terms, (c) Supplier is solvent, (d) Supplier will, and will cause the Products to, comply with all applicable laws, and (e) neither execution nor performance of the Contract will conflict with or result in the breach of any other agreement or obligation by which Supplier is bound. Supplier shall provide, at Supplier’s expense, all labor, materials, equipment, transportation, facilities and other items necessary to provide the Products. Supplier further represents and warrants that (i) the Products will conform in all respects with: (A) the requirements of the Contract; (B) all specifications, catalogs and descriptive literature provided for such Products; and (C) any specifications, drawings, samples and/or other descriptions specified by Kaishan, (ii) the Products will be new, free from any defects in materials and workmanship, merchantable, and fit and sufficient for the purpose intended, (iii) Supplier has good title to all Products and will pass such title to Kaishan free of any security interests, liens, or other encumbrances; (iv) the Products will not infringe upon any intellectual property rights of any third party, and (v) the Products will be stored, packaged, handled, labeled, and transported in a manner adequate to prevent damage during storage, handling and shipping and in accordance with applicable law and all requirements provided by Kaishan.