General Terms Purchase

General Terms and Conditions for the Purchase of Product

  1. These General Terms and Conditions for the purchase of Product ("General Terms and Conditions") is aimed to set terms and conditions for the purchase of any equipment and/or material ("Product") by any subsidiary of Armstrong Flooring Inc. ("Armstrong") from any supplier ("Supplier"), and shall apply to any offer, order placed by Armstrong to Supplier and to the purchase contract/agreement concluded thereof. Any Supplier's Terms and conditions inconsistent with these General Terms and Conditions shall be nonbinding on Armstrong even if such inconsistent terms and conditions have not expressly been objected to.
  2. Any order placed by Armstrong shall only be deemed as offer. Supplier's acceptance of Armstrong's order shall be regarded as that the Supplier has also agreed to unconditionally accept these General Terms and Conditions, namely Supplier agrees that any conditions on or modifications to these Terms and Conditions in its acceptance shall be no binding and that its acceptance shall not be construed as a counteroffer.
  3. Supplier shall strictly comply with all applicable laws, regulations, national standards, industrial standards and requirements specified in Armstrong's order. Product provided by Supplier shall also meet all applicable laws, regulations, national standards, industrial standards and requirements.
  4. Product Price shall be determined in the order. Unless otherwise agreed by both parties, Product Price includes Product cost, packing charges occurred before delivery, freight and insurances occurred before delivery, together with Supplier's profits and value added tax. Armstrong does not need to pay any extra fees related to Product. Armstrong does not need to make any payment before Supplier's issuance of a correct and lawful invoice to Armstrong.
  5. Unless otherwise agreed by both parties, Supplier shall deliver the Product to the address of Armstrong's plant and shall be responsible for the unloading of the Product at the delivery place.
  6. All fees and risks before the delivery of Product shall be borne by Supplier; the ownership of the Product shall transfer to Armstrong upon the delivery.
  7. Supplier ensures that: (1) Product is brand new, unused and intact; (2) there are no defects on the design, material and craft of the Product. Supplier shall enclose inspection report and certificate of conformity of the Product with the delivery, otherwise Armstrong have the right to reject the delivery; and (3) it will not provide any benefits or gains to Armstrong's staffs.
  8. Product could be rejected for any defect discovered at any time before Armstrong accepts the Product. Armstrong's inspection and acceptance shall not exempt Supplier from any liability resulted from relevant Product defect or any non-compliance with the order or these Terms and Conditions.
  9. Supplier shall pack the Product in accordance with applicable laws, regulations, the order and these General Terms and Conditions and shall also ensure that the Product would not be damaged or would not threaten the safety of any other property or person during the transportation, storage, loading and unloading.
  10. Armstrong may, as it deems appropriate, terminate or suspend the unperformed part of an effective order. Supplier may get reasonable and practical compensation for its direct damages arising from such termination or suspension, but shall have no right to claim for compensations for any shutdown damage, labor cost, opportunity cost, or expected profit. In no case shall the compensation for such termination or suspension exceed the price of the unperformed part of the effective order.
  11. Supplier ensures that the Product will not infringe any intellectual property or other legal right owned by any third party. If any intellectual property of any third party is used for the Product, Supplier shall obtain all necessary licenses and pay all the licensing fees for such use and shall exempt Armstrong from any continuous obligation or liability arising therefrom. In case that the Product infringes any intellectual property of a third party, Supplier shall defend Armstrong and Armstrong's clients against, compensate Armstrong and Armstrong's client for, any loss, liability, claim, and fee (including attorney fee) arising from such infringement.
  12. Supplier shall strictly maintain the confidentiality of the business secrets and other confidential information disclosed by Armstrong to Supplier. Any drawing, document, material and any intellectual property thereof provided by Armstrong to Supplier shall be Armstrong's properties.
  13. Supplier shall defend, indemnify and hold harmless Armstrong against any liability, loss and fee (including attorney fee) resulted from or caused by any defect in the Product supplied under these General Terms and Conditions or any violations of these General Terms and Conditions by the Supplier, its agents or subcontractors. Supplier shall purchase and maintain sufficient insurance to adequately protect Armstrong against the abovementioned liability, loss and fee (including counsel fee) and hereby waive its subrogation right as well as its insurer's to claim to Armstrong according to subrogation or any other basis.
  14. Supplier further represents and warrants to Armstrong: (1) it has full ownership of the Product, free of any charges and any other encumbrances; (2) it has all necessary qualifications, permissions and approvals required for execution and performance of the order and for the supply of the Product.
  15. Unless otherwise agreed by both parties, if Supplier delays in delivering the Product, Supplier shall pay to Armstrong for such delivery delay per day the liquidated damage which equals to 0.5 percent of the total price of those delayed Product. Unless otherwise agreed by both parties, the quantity warranty period of Product shall be 36 months after Armstrong's acceptance of the Product.
  16. To the greatest extent as not prohibited by the laws, Supplier agrees to exempt Armstrong from any liability for any injury, damage or loss suffered by Supplier or its staffs or agents due to reasons other than Armstrong's willful misconduct at Armstrong's place or delivery place or other place, and shall defend and hold harmless Armstrong against any loss or liability arising therefrom.
  17. In case any dispute arises from or relates to the Product supply or these General Terms and Conditions, both parties shall attempt in first instance resolve the dispute through friendly negotiation. If the dispute is not resolved within 30 days after the notification of such dispute, it may be submitted to the competent people's court of People's Republic of China in the place where Armstrong is registered for judgment.
  18. Supplier warrants and represents to Armstrong that neither Supplier nor any of its officers, directors, employees, agents or other representatives has performed or will perform any of the following acts in connection with this Contract, any sale made or to be made hereunder, any compensation paid or to be paid hereunder, or any other transactions involving the business interests of Armstrong:
    1. pay, offer or promise to pay, or authorise the payment of, any money, or give or promise to give, or authorise the giving of, any services or anything else of value, either directly or through a third party, to any official or employee of any governmental authority, or of a public international organisation, or of any agency or subdivision thereof, or to any political party or official thereof or to any candidate for political office for the purpose of:
      1. influencing any act or decision of that person in his official capacity, including a decision to fail to perform his official functions with such governmental agency or such public international organisation or such political party; or
      2. inducing such person to use his influence with such governmental agency or such public international organisation or such political party to affect or influence any act or decision thereof; or
      3. securing any improper advantage.
         
    2. offer, give or agree to give or receive, request or accept any financial or other advantage of any kind as an inducement or reward for doing or not doing any improper act or for the improper performance of any function associated with this Contract.
    3. act in any way which would constitute an offence by Supplier, or would cause Armstrong to commit an offence, under any anti-bribery legislation.
       
  19. If Supplier breaches any of the covenants set forth in Article 18 of these General Terms and Conditions:
    1. without prejudice to the accrued rights of Armstrong, this Contract shall become voidable at the option of Armstrong; and,
    2. Supplier shall indemnify and hold harmless Armstrong from any loss, damage, and expenses, including all legal fees, incurred or sustained by Armstrong as a result of such breach; and,
    3. Armstrong shall have a right of action against Supplier for the amount of any monetary payment or thing of value made or given by Supplier in breach of any of such covenants; and,
    4. all obligations by Armstrong to pay any payment or other compensation to Supplier shall cease immediately; and
    5. Armstrong may, at its sole discretion, require that Supplier shall immediately return to Armstrong any payment paid to Supplier arising from any transaction related to and in violation of this Supplier's Compliance provision.
       
  20. Armstrong has the right, at Armstrong's cost, to engage a third party accounting firm to audit the books and accounts of the Supplier once a year to verify that no breach of any conditions in Article 18 of these General Terms and Conditions occurred in the relevant period. Supplier shall give the engaged accounting firm the full access to its books and accounts and full cooperation and convenience for the firm to carry out the auditing. Supplier further agrees that Armstrong may audit its books and accounts in the event that Armstrong receives an allegation that the Supplier is in breach of Article 18 of these General Terms and Conditions.
  21. These Terms and Conditions and all orders and Product supply hereunder shall be governed by the laws of People's Republic of China.

 

General Terms and Conditions for the Purchase of Service

  1. These General Terms and Conditions for the purchase of Service ("General Terms and Conditions") is aimed to set terms and conditions for the purchase of any service ("Service") by any subsidiary of Armstrong Flooring Inc. ("Armstrong") from any supplier ("Supplier"), and shall apply to any offer, order placed by Armstrong to Supplier and to the purchase contract/agreement concluded thereof. Any Supplier's Terms and conditions inconsistent with these General Terms and Conditions shall be nonbinding on Armstrong even if such inconsistent terms and conditions have not expressly been objected to.
  2. Any order placed by Armstrong shall only be deemed as offer. Supplier's acceptance of Armstrong's order shall be regarded as that the Supplier has also agreed to unconditionally accept these General Terms and Conditions, namely Supplier agrees that any conditions on or modifications to these Terms and Conditions in its acceptance shall be no binding and that its acceptance shall not be construed as a counteroffer.
  3. Supplier shall strictly comply with all applicable laws, regulations, national standards, industrial standards and requirements specified in Armstrong's order. Service provided by Supplier shall also meet all applicable laws, regulations, national standards, industrial standards and requirements.
  4. Supplier and its staffs and representatives designated for the supply of the Service shall not be regarded as Armstrong's employees, agents or representatives, and, unless authorized by Armstrong in writing in advance, shall have no authority to make any promise, incur any legal obligation or assume any liabilities on behalf of Armstrong.
  5. Service price shall be determined in the order. Unless otherwise agreed by both parties, Service price includes service costs, all fees and expenses occurred for the supply of Service, Supplier's profits, and value added tax. Armstrong does not need to pay any extra fees related to Service. Armstrong does not need to make any payment before Supplier's issuance of a correct and lawful invoice to Armstrong.
  6. Supplier shall complete and provide the Service and all preparation for such Service to Armstrong, shall not subcontract it to any third party, unless it is agreed by Armstrong in writing in advance.
  7. Supplier agrees that, (1) it will comply with the principle of good faith and act for Armstrong's maximum lawful interests; (2) Service will be of high-quality, Service result shall be scientific, reasonable and non-defective; and (3) it will not provide any benefits or gains to Armstrong's staffs.
  8. Service could be rejected for any defect discovered before Armstrong accepts the Service. Armstrong's inspection and acceptance shall not exempt Supplier from any liability resulted from relevant Service defect or any non-compliance with the order or these Terms and Conditions.
  9. Armstrong may, as it deems appropriate, terminate or suspend the unperformed part of an effective order. Supplier may get reasonable and practical compensation for its direct damages arising from such termination or suspension, but shall have no right to claim for compensations for any shutdown damage, labor cost, opportunity cost, or expected profit. In no case shall the compensation for such termination or suspension exceed the price of the unperformed part of the effective order.
  10. Supplier ensures that the Service will not infringe any intellectual property or other legal right owned by any third party. If any intellectual property of any third party is used for the Service, Supplier shall obtain all necessary licenses and pay all the licensing fees for such use and shall exempt Armstrong from any continuous obligation or liability arising therefrom. In case that the Service infringes any intellectual property of a third party, Supplier shall defend Armstrong and Armstrong's clients against, compensate Armstrong and Armstrong's client for, any loss, liability, claim, and fee (including attorney fee) arising from such infringement.
  11. Except for those already lawful obtained by Supplier before it provides Service to Armstrong, any works, achievement, together with any relative copyright, patent and other intellectual property, produced in the supply of Service shall belong to Armstrong.
  12. Supplier shall strictly maintain the confidentiality of the business secrets and other confidential information disclosed by Armstrong to Supplier. Any drawing, document, material and any intellectual property thereof provided by Armstrong to Supplier shall be Armstrong's properties.
  13. Supplier shall defend, indemnify and hold harmless Armstrong against any liability, loss and fee (including attorney fee) resulted from or caused by any defect in the Service supplied under these General Terms and Conditions or any violations of these General Terms and Conditions by the Supplier, its agents or subcontractors. Supplier shall purchase and maintain sufficient insurance to adequately protect Armstrong against the abovementioned liability, loss and fee (including counsel fee) and hereby waive its subrogation right as well as its insurer's to claim to Armstrong according to subrogation or any other basis.
  14. Supplier further represents and warrants to Armstrong that Supplier has all necessary qualifications, permissions and approvals required for execution and performance of the order and for the supply of the Service. The staff and representative designated by Supplier for the supply of the Service shall possess all qualifications and licenses required by the applicable laws (if any).
  15. Unless otherwise agreed by both parties, if Supplier delays in delivering the Service, Supplier shall pay to Armstrong for such delivery delay per day the liquidated damage which equals to 0.5 percent of the total price of the Service.
  16. To the greatest extent as not prohibited by the laws, Supplier agrees to exempt Armstrong from any liability for any injury, damage or loss suffered by Supplier or its staffs or agents due to reasons other than Armstrong's willful misconduct at Armstrong's place or delivery place or other place, and shall defend and hold harmless Armstrong against any loss or liability arising therefrom. Supplier ensures that its staffs and representatives at Armstrong's place shall strictly comply with all safety rules, work procedures and business rules stipulated by Armstrong and its affiliates (including but not limited to health and safety rules).
  17. In case any dispute arises from or relates to the Service supply or these General Terms and Conditions, both parties shall attempt in first instance resolve the dispute through friendly negotiation. If the dispute is not resolved within 30 days after the notification of such dispute, it may be submitted to the competent people's court of People's Republic of China in the place where Armstrong is registered for judgment.
  18. Supplier warrants and represents to Armstrong that neither Supplier nor any of its officers, directors, employees, agents or other representatives has performed or will perform any of the following acts in connection with this Contract, any sale made or to be made hereunder, any compensation paid or to be paid hereunder, or any other transactions involving the business interests of Armstrong:
    1. pay, offer or promise to pay, or authorise the payment of, any money, or give or promise to give, or authorise the giving of, any services or anything else of value, either directly or through a third party, to any official or employee of any governmental authority, or of a public international organisation, or of any agency or subdivision thereof, or to any political party or official thereof or to any candidate for political office for the purpose of:
      1. influencing any act or decision of that person in his official capacity, including a decision to fail to perform his official functions with such governmental agency or such public international organisation or such political party; or
      2. inducing such person to use his influence with such governmental agency or such public international organisation or such political party to affect or influence any act or decision thereof; or
      3. securing any improper advantage.
         
    2. offer, give or agree to give or receive, request or accept any financial or other advantage of any kind as an inducement or reward for doing or not doing any improper act or for the improper performance of any function associated with this Contract.
    3. act in any way which would constitute an offence by Supplier, or would cause Armstrong to commit an offence, under any anti-bribery legislation.
       
  19. If Supplier breaches any of the covenants set forth in Article 18 of these General Terms and Conditions:
    1. without prejudice to the accrued rights of Armstrong, this Contract shall become voidable at the option of Armstrong; and,
    2. Supplier shall indemnify and hold harmless Armstrong from any loss, damage, and expenses, including all legal fees, incurred or sustained by Armstrong as a result of such breach; and,
    3. Armstrong shall have a right of action against Supplier for the amount of any monetary payment or thing of value made or given by Supplier in breach of any of such covenants; and,
    4. all obligations by Armstrong to pay any payment or other compensation to Supplier shall cease immediately; and
    5. Armstrong may, at its sole discretion, require that Supplier shall immediately return to Armstrong any payment paid to Supplier arising from any transaction related to and in violation of this Supplier's Compliance provision.
       
  20. Armstrong has the right, at Armstrong's cost, to engage a third party accounting firm to audit the books and accounts of the Supplier once a year to verify that no breach of any conditions in Article 18 of these General Terms and Conditions occurred in the relevant period. Supplier shall give the engaged accounting firm the full access to its books and accounts and full cooperation and convenience for the firm to carry out the auditing. Supplier further agrees that Armstrong may audit its books and accounts in the event that Armstrong receives an allegation that the Supplier is in breach of Article 18 of these General Terms and Conditions.
  21. These Terms and Conditions and all orders and Service supply hereunder shall be governed by the laws of People's Republic of China.