Application
These Terms of Purchase apply to all goods and services purchased by Novaryn Industrial Limited unless a separate written agreement signed by both parties expressly supersedes them. They prevail over any inconsistent supplier terms.
A purchase order is an offer to purchase. It becomes a contract when the supplier accepts it in writing or begins performance.
Specifications and changes
Goods and services must conform to the purchase order, drawings, specifications, standards and inspection requirements referenced in it. The supplier must notify Novaryn in writing of any ambiguity or inconsistency before starting work.
Novaryn may request changes by written amendment. The supplier must not proceed with a change until the amendment is acknowledged, and must identify any effect on price or delivery.
Quality and inspection
The supplier is responsible for quality control and for maintaining records demonstrating conformity. Novaryn and its customers may inspect goods, documents and processes at the supplier's premises with reasonable notice.
Inspection or acceptance does not waive any right in respect of latent defects or non-conforming goods.
Delivery, packaging and documentation
Delivery terms, packaging and documentation are stated in the purchase order. Goods must be packed to prevent damage in transit and identified in accordance with the order.
Material certificates, inspection records, test reports and certificates of conformity must accompany the shipment where specified.
Price and payment
Prices are fixed for the period stated in the purchase order. Invoices must reference the purchase order and relevant delivery documents. Payment terms are stated in the purchase order.
Novaryn may withhold payment for non-conforming goods or missing documentation until the issue is resolved.
Warranty
The supplier warrants that goods are new, free from defects in material and workmanship, conform to the specification, and are fit for the stated purpose where Novaryn has made that purpose known.
The warranty period is stated in the purchase order or, if not stated, twelve months from acceptance.
Compliance and business conduct
The supplier must comply with applicable laws, including those relating to labour, health and safety, the environment, anti-corruption, sanctions and export control. The supplier must also comply with Novaryn's Code of Conduct.
Liability, termination and governing law
The supplier is liable for direct losses resulting from breach, including rework, replacement, transport and reasonable consequential costs. Nothing in these terms excludes liability that cannot lawfully be excluded.
Novaryn may terminate a purchase order for material breach, insolvency or a serious compliance failure. These terms are governed by the laws of the State of Texas, United States, without regard to conflict-of-law rules.