TERMS AND CONDITIONS OF PURCHASE — EUROPEAN UNION
1. DEFINITIONS
"Buyer" means New Way International Ltd. "Seller" means the entity supplying goods to the Buyer. "Goods" means the products described in the Purchase Order. "Order" means a purchase order issued by the Buyer.
2. ACCEPTANCE
These Terms and Conditions govern all purchases of Goods by the Buyer from the Seller. These terms apply to all transactions conducted within the European Union. Any acceptance of an Order by the Seller constitutes acceptance of these Terms. No variation to these Terms shall be binding unless agreed in writing by an authorised representative of the Buyer.
3. ORDERS AND DELIVERY
3.1 The Seller shall deliver the Goods to the address specified in the Order, within the time frame agreed. Time of delivery is of the essence.
3.2 The Seller must provide advance shipping notifications (ASN) at least 24 hours before delivery. All cross-border shipments must be accompanied by the appropriate customs and export documentation.
3.3 Risk in the Goods shall pass to the Buyer upon delivery and acceptance at the specified delivery point (DAP — Delivered at Place, Incoterms 2020).
4. PRICE AND PAYMENT
4.1 The price for the Goods shall be as specified in the Order and shall be fixed and not subject to variation unless agreed in writing.
4.2 All prices are exclusive of applicable VAT and other taxes unless stated otherwise. The applicable EU VAT rate of the country of delivery shall apply.
4.3 For intra-EU B2B transactions, the reverse charge mechanism may apply where both parties are VAT-registered in their respective EU member states.
4.4 Payment terms are net 30 days from date of invoice, unless otherwise agreed in writing.
5. QUALITY AND COMPLIANCE
5.1 All Goods must conform to applicable EU regulations, including but not limited to:
– EU Radio Equipment Directive (RED) 2014/53/EU
– RoHS Directive 2011/65/EU (Restriction of Hazardous Substances)
– WEEE Directive 2012/19/EU (Waste Electrical and Electronic Equipment)
– General Product Safety Directive 2001/95/EC
5.2 All relevant Goods must carry the CE marking prior to being placed on the EU market.
5.3 The Buyer reserves the right to inspect Goods within 30 days of delivery and to reject non-conforming Goods.
6. GRADE AND CONDITION
6.1 Where Goods are supplied as "Grade A", they must be fully functional with no visible cosmetic damage.
6.2 Grade A units must include all original accessories, manuals, and packaging unless otherwise specified in the Order.
6.3 All accessories and chargers supplied must comply with relevant EU harmonisation legislation.
7. WARRANTIES
7.1 The Seller warrants that Goods are of satisfactory quality, fit for purpose, free from defects, and comply with all relevant EU legal requirements.
7.2 The Seller shall indemnify the Buyer against all claims, losses, and expenses arising from any breach of these warranties.
7.3 Statutory warranties under the applicable EU member state law shall apply in addition to any contractual warranties.
8. INTELLECTUAL PROPERTY
The Seller warrants that the Goods do not infringe any third-party intellectual property rights and shall indemnify the Buyer in respect of any such claim arising within EU jurisdictions.
9. CONFIDENTIALITY
Both parties agree to keep confidential all information exchanged in connection with this agreement and not to disclose it to any third party without prior written consent.
10. DATA PROTECTION
Both parties agree to comply with all applicable data protection legislation, including the General Data Protection Regulation (EU GDPR) 2016/679 and any implementing legislation in the relevant EU member state.
11. GOVERNING LAW
These Terms are governed by and construed in accordance with the laws of the Republic of Ireland (or as otherwise agreed in writing). Any disputes not resolved amicably shall be subject to the jurisdiction of the courts of the agreed governing territory.
12. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond the reasonable control of that party.
