pfizer po standard term & condition ：
purchase order is official purchasing document to identify the goods or service pfizer would like to purchase from supplier
supplier or seller is the company or person would accept the order and commit to provide the goods or service according to both parties agreement. we call it as "supplier" below.
please find the below information introduction for po print:
note : each delivery must be accompanied by a delivery note (pgm only).failure to
do so may result in your carrier being turned away. the delivery note must specify:
requested original documents when goods imported to pfizer manufacturing:
pfizer china standard terms and conditions
1. acceptance; conflict of terms: this order is an offer to purchase. seller's commencement of work, shipment of the described goods, performance of the described services, or issuance of a sales acknowledgement shall be deemed an acceptance of this order. this order expressly limits acceptance to the terms set forth herein. no terms stated by seller in accepting this order shall be binding upon buyer if inconsistent with or in addition to the terms stated herein unless accepted in writing by buyer, and buyer hereby objects to and rejects any such additional or different terms proposed by seller. if this order is deemed to be an acceptance of an offer by seller, such acceptance is limited to the express terms of this order and is made conditional on seller's assent to any additional or different terms in this order. if, however, a written contract is already in existence between buyer and seller covering the purchase of the goods or services covered hereby, the terms and conditions of said contract shall prevail to the extent that the same may be inconsistent with these terms and conditions. job can only start after received the approved po.
2. price: if no price is stated herein, the goods or services shall be billed at the price last quoted by seller, or last paid by buyer to seller, or at the prevailing market price, whichever is lowest.
3. warranties: seller represents and warrants that:
4. insurance; risk: when performing any work or services at any of buyer's locations, seller shall carry adequate insurance and promptly furnish buyer with a certificate thereof, covering general bodily and property damage liability; workmen's compensation and occupational disease; and automobile bodily and property damage liability. title and risk in goods shall pass to buyer upon delivery except as otherwise set forth herein.
5. inspection: all goods supplied hereunder are to be shipped subject to buyer's examination and right of rejection for a reasonable time after delivery, notwithstanding prior payment, if not as warranted herein, or if not in conformity with buyer's specifications or, if no specifications are given by buyer, with standard specifications. all expenses incurred by buyer as a result of rejections hereunder shall be for seller's account, and buyer may return rejected goods at seller's expense.
6. taxes:prices stated on the face hereof include all taxes and other governmental charges not specifically imposed by law on buyer, and seller agrees to indemnify buyer against and reimburse it for any expenditures it may be required to make on account of seller's failure to pay such taxes and other governmental charges.
7. force majeure: force majeure is failure of seller to make, or of buyer to take, one or more deliveries of goods or performance of work or services hereunder, if occasioned by acts of god, fire, explosion, flood, epidemic, war, acts of governmental authority, civil disturbances, other internationally recognized events of force majeure, and all other events caused by man or by nature beyond the control of the parties. if a party is prevented from performing its obligations under this purchase order because of an event of force majeure, it shall immediately notify the other party in writing of the occurrence of such event and , within fifteen(15) days of the event , provide the other party with a written explanation for its inability to meet its obligations under this purchase order.
8. packing and shipping: seller shall pay all shipping, packing, crating and cartage charges unless otherwise specified in this order. each container must be marked to show quantity, order number, contents and shipper's name and must include a packing sheet showing this information. packaging, marking, labeling and shipping of all hazardous materials must meet applicable department of transportation and environmental protection agency regulations. the seller should deliver goods to the designated warehouse or places on time and in ordered quantity.
9. termination: if the seller defaults in any of its obligations hereunder, becomes insolvent, or has a receiver appointed, or if buyer believes in good faith that any of such events may occur, buyer may, at its discretion without prejudice to any other remedy, suspend performance of or terminate this order. in the event of termination seller shall keep possession of any goods or of any items belonging to buyer and buyer may enter any premises of seller to retrieve such goods or items. without prejudice to any other remedy, if seller breaches any of the terms of this order, buyer may, at its election: (a) reject and return the goods and/or services in whole or in part at seller's cost within a reasonable time after delivery notwithstanding prior payment (risk in the goods shall revert to seller upon such rejection); (b) permit seller to repair or reinstate the goods or re-perform the services so that they conform with this order; or (c) carry out or have carried out at seller's expense such work as is necessary to conform the goods and/or services to this order. buyer may postpone or cancel delivery and/or performance by written notice given to seller at any time before delivery and/or performance, and buyer shall reimburse seller for all costs and expenses reasonably and directly incurred as a result of such postponement or cancellation that cannot be mitigated.
10. period of validity & payment term
11. governing law: this order shall be governed by the laws of p. r. china.
12. safety: in all cases where seller delivers goods or performs work or services hereunder at any of buyer's locations, seller will comply with all applicable provisions of the safety laws and rules and buyer's safety standards for such location.
13. confidentiality/ property rights: any information or materials provided to seller by or on behalf of buyer in connection with this order shall remain the property of buyer and seller shall use such materials solely in connection with this order. seller will not disclose or use for any other purpose, any information or materials acquired from or on behalf of buyer or its affiliates concerning any designs, drawings, specifications, personnel, research activities, products or other business operations. seller shall maintain such materials in good order and condition subject to fair wear and tear and shall dispose of or return such materials as buyer directs.
14. indemnification: seller agrees to defend, indemnify and hold harmless buyer against any and all liability, judgments, damages, losses, and expense to the extent occasioned by or resulting from any breach of representation or warranty made by seller, or by the failure of seller to comply with the terms hereof, or by the negligence or willful misconduct of seller, regardless of whether or not such failure is caused in part by buyer: provided, however that the seller shall not have liability under this section to the extent such losses are caused solely by the negligence, recklessness or willful misconduct of buyer. buyer shall not under any circumstances be liable for lost profits or any indirect or consequential loss of seller.
15. assignability: this order in its entirety and each provision hereof shall inure to the benefit of the customers, successors and assigns of buyer. seller may not assign this order without buyer's prior written consent, and any purported assignment without such consent shall be null and void.
16. representations and warranties by seller that:
17. representations and warranties by seller that:
18. a clause providing that pfizer may terminate the contract if seller breaches any of the above representations and warranties or if pfizer learns that improper payments are being or have been made to government officials by seller with respect to services performed on behalf of pfizer or any other company. further, in the event of such termination, seller shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third parties entered into prior to termination, and seller shall be liable for damages or remedies.
19. "government official (go)" is broadly interpreted
and includes, state officials and any officers acting for or on behalf of the ruling
20. this term and condition of po is prepared in english & chinese, and where there is any discrepancy between the two, the chinese version shall prevail.