Terms and Conditions of Purchase

These terms and conditions exclusively govern all purchases made by YFS International Ltd, a company incorporated in Hong Kong with company number 68934798 and whose registered office address is at Unit B 7/F, Wing Hing IND Building, 499 Castle Peak Road,Lai Chi Kok, Kowloon , Hong Kong (the “Buyer”) and apply notwithstanding any conflicting, contrary, or additional terms and conditions contained in any document or other communication from seller (the “Seller”).

By delivering the products (the “Products”) described in the purchase order provided by the Buyer referencing these terms and conditions, the Seller shall be deemed to have accepted these terms and conditions without modification by any prior or later communication from the Seller. The Buyer’s failure to object to any conflicting, contrary, or additional terms and conditions in another document or communication shall not be deemed an acceptance of such terms and conditions or a waiver of objection thereto.

Quality Management System

YFS International Ltd expects Sellers to be qualified plan to achieve accreditation. Sellers which are not qualified to ISO9001:2015 or have an action ed to this standard should be able to demonstrate the existence of a QMS, which allows them to monitor supply chains and inspect or audit materials and services at regular intervals. Competence of the Seller’s workforce shall be ensured through the appropriate training. Documented records should be in place to demonstrate these practices.

Product Condition and Packaging

Unless expressly provided otherwise in these Terms, all Products supplied by the Seller to the Buyer pursuant to this contract are guaranteed by the Seller to be authentic, new, in good condition, and in original manufacturer’s packaging. Products not meeting these requirements will be rejected by the Buyer.

Unless expressly provided otherwise in these Terms, all Products supplied by the Seller to the Buyer pursuant to this contract are guaranteed by the Seller to meet all specifications and requirements detailed on the Buyer’s purchase order. Products not meeting those specifications or requirements will be rejected by the Buyer.

Unless expressly provided otherwise in these Terms, programmed products, packages containing mixed date codes, products on cut-tape, products not packaged in accordance with ANSI/ESD S20.20, and products with bent leads, formed leads, oxidized leads, or test markings will be rejected by the Buyer.

Unless expressly provided otherwise in these Terms, all Products supplied by the Seller are to be packaged in accordance with the manufacturer’s specifications for Moisture Sensitivity Level per JSTD-033. YFS reserves the right to deduct any repackaging/re baking costs from the invoice amount. Products that do not meet IDEA-STD-1010 or AS6081 inspection criteria will be rejected by the Buyer.

All Products supplied by the Seller must meet manufacturer’s specifications for form, fit, and function for a minimum of one year after delivery to the Buyer. There is no warranty time limit for Products found to be counterfeit. If the Products do not meet the manufacturer’s specifications for form, fit, and function, the Seller agrees to allow the Buyer to return the Products, the Seller agrees it will issue a full refund to the Buyer, and the Seller agrees it will be liable for all costs relating to impoundment, removal, and replacement of the faulty Products.

The Buyer reserves the right to inspect and test all Products from the Seller to ensure it meets the Buyer’s requirements. The Buyer therefore reserves the right to open all packaging in order to inspect or test product and the Seller agrees that opened packaging is not a reason to deny the return of nonconformant Products.

Suspected Counterfeit Products

IF THE SELLER FURNISHES THE BUYER WITH SUSPECTED COUNTERFEIT PRODUCTS UNDER THIS PURCHASE AGREEMENT, SUCH ITEMS WILL BE IMPOUNDED BY THE BUYER.

The Seller must promptly replace suspected counterfeit Products with Products acceptable to the Buyer and the Seller will be liable for all costs relating to impoundment, removal, and replacement of the suspected counterfeit Products. The Buyer may turn such Products over to the appropriate governmental authorities for investigation and reserves the right to withhold payment for the Products pending the results of such investigation.

For these Terms, suspected counterfeit product is defined as product that has an indication (per IDEA-STD-1010 or AS6081) of having been copied or substituted without legal right or authority to do so, of which the material, performance, or characteristics are misrepresented, or being a product that is produced or distributed in violation of intellectual property rights, copyrights, trademark laws or any other law or regulation.

Other Terms and Conditions

The price of the Products and payment terms shall be as specified in the Buyer’s purchase order. No additional charges or increases in costs will apply.

Risk and title to the Products shall pass to the Buyer when actually received by the Buyer at its stated place of delivery.

The Seller shall comply with all law and regulations regarding the marketing, supply and sale of the Products.

If supplying services to the Buyer, the Seller must also utilise qualified personnel to perform the services in a professional and workmanlike manner and in accordance with testing or service specifications indicated on the Buyer’s purchase order.

The Buyer will monitor the Seller’s performance and base future purchasing decisions on that performance.

The Buyer must approve in writing in advance if the Seller intends to outsource any testing or services to another party.

The Seller must notify the Buyer if the Seller becomes aware of nonconforming processes, products, or services related to this contract and obtain the Buyer’s approval.

The Seller must not make substitutions or changes to an order without the prior written approval of the Buyer.

The Seller must notify the Buyer of changes to the Seller’s processes, products, or services.

The Seller must notify the Buyer if the Seller becomes aware of changes in product definition

The Seller must flow down all applicable requirements specified order to its supply chain.

The Seller must retain its records for product, service, process control, and quality at the Seller’s location for a minimum of ten years unless otherwise specified on the Buyer’s purchase order.

The Seller must give access to the Buyer, the Buyer’s customer, and regulatory authorities to all facilities involved in the order and to all applicable documented information.

The Seller must ensure its employees are aware of their contribution to product and service conformity, their contribution to product safety, and the importance of ethical behaviour.

It is the Seller’s sole responsibility to ensure the accuracy of all proforma invoices and customs documentation including declared values. The Buyer will not accept under valued invoices.

Goods must be received by the Buyer on or before the due date listed on the Buyer’s purchase order. The Buyer reserves the right to reject any order which arrives past the due date of delivery.

The Seller must notify the Buyer of any shipments exceeding 25kg in weight, to obtain assistance and information regarding associated shipping costs. If this is not adhered to, such charges will be payable by the Seller.

If the Seller is an authorised distributor, it must notify the Buyer beforehand if the product it is selling was either: not procured by the Seller directly from the original manufacturer or if it has not been in the Seller’s control since being delivered from the original manufacturer.

The Seller must not supply Buyer with Products that contain conflict minerals (tantalum, tin, gold, or tungsten that originated in the Democratic Republic of the Congo or surrounding countries, or any other content which is on a restricted supply list).

All static-sensitive material must be handled, marked, and packaged in accordance with ANSI/ESD S20.20.

The Seller shall keep confidential all information obtained or created during the performance of the inspection activities, except as required by law.

The Seller agrees to comply with the Responsible Business Alliance Code of Conduct.

These Terms and the contract between the parties shall be governed by and construed under the laws of Hong Kong.

Any disputes arising from or in connection with these Terms and or the contract between the parties shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

By shipping against a purchase order from the Buyer, or any part thereof, the Seller acknowledges and agrees to these Terms.