WHEREAS Quasar Group (“Quasar”) is a leading CDMO for medical device industry. By providing superior quality in a cost-effective envelope, through process design, compliance, and continuous improvement manufacturing complex, invasive medical devices, Quasar has become the CDMO choice for leading medical device OEMs. To ensure the product safety which is essential in these sectors, compliance with specifications and quality assurance measures is of top priority for Quasar Group.
There are following manufacturing and business entities and affiliates under Quasar Group. They are in the scope for the general purchase Terms & Conditions with Suppliers:
Quasar Electronics (ShenZhen) Co.,Ltd.
Building No. 8, Suite Nangang Industrial Park, Baimang, Xili, Nanshan District, Shenzhen, China
Quasar Electronics Technology (Dongguan) Co., Ltd.
Building No. 8, Dongguan-Taiwan Biotechnology Cooperation Incubation Center, Dongguan, China
Quasar Medical (Thailand) Co., Ltd.
340/1 Moo6, Tambol Bowin, Amphur Sriracha, Chonburi province, Thailand
Quasar Engineering LTD.
FLAT B1, 10/F., YEUNG YIU CHUNG (NO.6) INDUSTRIAL BUILDING, 19 CHEUNG SHUN STREET, CHEUNG SHA WAN, KOWLOON, Hong Kong
8 Admiralty Street, #07-10, Admirax Building, Singapore 757438
1. This purchase Order (“PO”) constitutes an offer by Quasar to purchase the good(s) specified in this PO (“THE Good(s)”) subject to the terms and conditions as provided herein. The PO will lapse of the PO. The shipment of any goods shall constitute acceptance by the vendor of the PO notwithstanding the absence of a written acceptance from the vendor.
2. A legally binding agreement shall come into existence once the PO is accepted by the vendor and will be on the terms and conditions as stated herein and or varied as agreed between the parties and other terms as the parties may agree (“Agreement”). The vendor shall be deemed to have accepted all terms and conditions stated in the PO unless expressly rejected by the vendor in its acceptance.
3. The vendor shall state clearly the PO number, Quasar part number, revision number, expiry date, quantity, lot or batch number (if applicable) of the Good(s) on the outside of the packaging and in the delivery note and invoice. Delivery of the Good(s) shall be accompanied by all relevant documentation and certificates including the Certificate of Conformance. Quasar reserves the right to reject any delivery without proper documentation.
4. The agreed delivery date shall be of the essence of the Agreement. Unless otherwise specified by Quasar, delivery of the Goods is to be DDP Quasar facility. All delivery costs shall be borne by the vendor and are included in the unit cost. The vendor is required to ship via the most economical methos that will meet the delivery date. In the event vendor’s failure to deliver the Good(s) on the agreed delivery date, Quasar shall be entitled:
a. to rescind the Agreement; or
b. to buy similar or substitute goods from another vendor and any extra cost incurred by Quasar as a result thereof shall be borne by the vendor; or
c. to reschedule another delivery date; which shall be in the absolute discretion of Quasar and Quasar shall notify the cendor of its decision orally or in writing within fourteen (14) days from the agreement delivery date.
5. Nothing in the vendor’s acceptance shall modify any terms and conditions of the PO and or add additional terms and conditions to the PO unless agreed to in writing by Quasar.
6. Unless otherwise specified in the PO or vendor’s quotation that Quasar accepted, payment terms will be net 60 days from the end of the month of receipt of invoice. Quasar may withhold payment of any amounts to be paid to vendor which are disputed in good faith by Quasar.
7. Notwithstanding any provision to the contrary, Quasar shall be entitled, without any liability to vendor to modify the type and or quantity of the Good(s) provided that the vendor received Quasar’s notification of such modification at least one month before the agreed delivery date and the Agreement shall be modified accordingly.
8. The vendor shall indemnify and keep indemnified Quasar against all claims, costs and expenses which Quasar may incur and which may arise as a result of any discrepancy in the quantity of Good(s) shipped or delivered or the delivery of non-conforming or defective or malfunctioning or wrong good(s).
a. All goods are subject to inspection and acceptance by Quasar notwithstanding any payment or initial inspection. Final inspection will be made by Quasar within a reasonable time after receipt of the Goods.
b. Quasar shall notify the vendor as soon as it is reasonably practicable, after it has discovered any discrepancy in the quantities of Good(s) delivered or shipped or any non-conformity with Quasar’s specifications, packaging, labelling or certification or any defects, malfunction or damage to the Good(s) or the wrong good(s) have been delivered or shipped.
c. Quasar reserves the right to refuse any Good(s) and/or to cancel all or any part of a PO (to include entire shipment if deemed necessary by Quasar) for Good(s) not conforming to the latest version of the specifications, drawings, samples, packaging, labelling or certification. Acceptance of any part of the PO shall not bind Quasar to accept future shipments of non-conforming Good(s) nor deprive it of the right to return non-conforming Good(s) already accepted. Goods, if rejected, may be returned to the vendor at the vendor’s expense for transportation both ways, and replacement or substitution shall only be accepted if authorized by Quasar. If requested by Quasar, the vendor shall be obliged to ship delayed or replacement Good(s) to Quasar by means to avoid or minimize delay to the maximum extent possible, the added costs to be borne by the vendor.
9. The vendor warrants, represent, undertakes that the Good(s) shall for a period of 24 months from the date of manufacture:
a. Be free from defects (manifest or latent) in materials and workmanship;
b. Conform with Good(s) latest specifications including Quasar’s packaging, labelling and certification requirements; and
c. Be free from design and manufacturing defects
10. Quasar shall be entitled to set off any sum due and owing by the vendor to Quasar against any sum due and owing by Quasar to the vendor. In this regard, the vendor shall credit Quasar in full for any material furnished to vendor by Quasar.
11. Property in the Good(s) shall pass to Quasar upon delivery to Quasar. All material of every description furnished to the vendor by Quasar and any replacement thereof shall be and remain the personal property of Quasar and shall be stored separate and apart from the vendor’s property. Such property while in the vendor’s custody shall be held at the vendor’s risk and equal to the replacement cost with loss payable by the vendor to Quasar and shall be subject to removal at Quasar’s request.
12. Quasar shall not have accepted or be deemed to have accepted the Good(s) until:
a. The Good(s) have been delivered to the specified location; and
b. Quasar has notified the vendor that the Good(s) are in complete compliance with the provisions of the PO.
13. The vendor shall indemnify and keep indemnified Quasar against all claims, losses, costs and expenses which Quasar may incur and which arise from the vendor’s breach of any of the terms stated herein. Quasar rights and remedies are cumulative and in addition to any other rights and remedies it may have at law or equity.
14. IN NO EVENT SHALL QUASAR BE LIABLE FOR INDIRECT CONSEQUENTIAL SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, LOST PROFITS OR REVENUE EVEN IF SUCH DAMAGES WERE FORESEEABLE.
15. The vendor is obliged to sign Quasar’s standard Non-Disclosure Agreement and Quality Agreement (as required by Quasar) and be bound by the terms of same.
16. The Agreement shall constitute the entire agreement between the parties with respect to the subject matter and shall supersede all previous proposals or agreements oral or in writing. The agreement may not be modified in whole or in part unless by written agreement signed by both parties. The standard terms and conditions of the vendor shall not apply to the Agreement.
17. Any notice to be sent under the Agreement shall be sent to the registered office of the parties by registered post and shall be deemed received three (3) working days from the date of the notice. In proving service it shall be sufficient to show that the envelope is properly addressed and stamped.
18. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the Parties submit to the exclusive jurisdiction of the Courts of Hong Kong.