PURCHASE ORDER TERMS AND CONDITIONS
Acceptance of Purchase Order:
This Purchase Order ("PO") constitutes an offer by Nanoverse, hereinafter referred to as the "Buyer," to purchase goods or services from the supplier specified herein, hereinafter referred to as the "Seller." Acceptance of this PO by the Seller implies agreement to the terms and conditions outlined herein.
Order Confirmation:
Seller shall notify the buyer within one (1) business day of order receipt of purchase order. Seller shall notify Buyer within three (3) business days of order receipt if Seller cannot meet the delivery date and quantity requested in Buyer’s Order. Failure to provide such notice shall be deemed acceptance of the requested delivery date.
Payment Terms:
Payment terms are net 30 days from the date of Nanoverse's receipt of the goods or services, provided that the invoice is accurate and matches the goods or services received.
Delivery:
For purposes of this purchase order, “Delivery” under “FCA supplier dock” terms, means that the supplier will have the goods packaged, cleared for export and available to be picked up by the buyer’s chosen carrier on or before the date specified on the PO.
"On-time delivery" is defined as delivery occurring no earlier than fourteen (14) days before the scheduled delivery date and zero (0) days after the scheduled delivery date unless otherwise agreed upon in writing by both parties. Seller agrees to furnish prompt written notice to Buyer of any projected shipping delay stating the reason for delay and corrective actions undertaken. In the event of late delivery, except where caused by a Force Majeure event (*) as defined below, Supplier agrees that at its own expense, will use an expedited method of shipment specified by Buyer if requested so to do by Buyer until past deficiencies are corrected and deliveries are on schedule.
(*)For purposes of this Purchase Order, a "Force Majeure Event" shall mean any event or circumstance beyond the reasonable control of the affected Party that prevents or materially delays the performance of its obligations under this Purchase Order, including, but not limited to:
(a) Acts of God, such as earthquakes, hurricanes, floods, tornadoes, or other natural disasters;
(b) War, terrorism, riots, civil unrest, or acts of public enemies;
(c) Epidemics, pandemics, or government-mandated quarantines or lockdowns;
(d) Fires, explosions, or other catastrophic accidents;
(e) Government actions, including embargoes, export or import restrictions, or changes in laws or regulations that directly prohibit or materially impede performance;
(f) Labor strikes, work stoppages, or labor disputes not caused by the affected Party’s actions;
(g) Major disruptions to transportation or critical infrastructure (e.g., port closures, air traffic halts); or
(h) Failures or delays of third-party suppliers or subcontractors due to the above events, provided such failures are not due to the Supplier’s negligence or failure to mitigate.Shipping and Risk of Loss:
Default purchases are Free Carrier (FCA) supplier factory, in accordance with the Incoterms 2020 rules. The Seller is responsible for packaging the goods, and making them available at the supplier dock, cleared for export (where applicable). Risk of loss transfers to Nanoverse Technologies once the goods have been loaded onto Nanoverse Technologies’ chosen carrier at the supplier dock.
Default shipping method is Economy / Ground and should use the Nanoverse carrier specified on the purchase order. If no carrier is listed, Logistics@nanovtech.com can always be contacted for logistics support.
Title Transfer:
Title to the goods shall transfer to Nanoverse once the goods have been handed to Nanoverse’ chosen forwarder at the supplier dock, cleared for export.
Quality Assurance:
All goods delivered must meet the specifications and quality standards outlined in the purchase order. Nanoverse reserves the right to inspect and reject any goods that do not meet the agreed-upon specifications.
Changes and Amendments:
Any changes to the PO must be agreed upon in writing by both parties. Nanoverse reserves the right to make changes to the quantity, delivery schedule, or specifications and will provide reasonable notice to the Seller.
Cancellation:
Nanoverse reserves the right to cancel the purchase order, in whole or in part, for any reason. All cancellations for standard, non-exclusive Products, or cancellations made more than sixty (60) days before the scheduled delivery date may be made without penalty to the buyer.
For Custom made parts, the buyer is responsible for time and materials up to the point of cancellation. The Seller will make best effort to re-use, rework, resell items to minimize Buyer loss.
Confidentiality:
Any information, including but not limited to specifications, drawings, or other proprietary information, provided by Nanoverse to the Seller in connection with this purchase order shall be kept confidential and not disclosed to any third party.
Invoicing:
The Seller shall invoice the Buyer for Products at time of delivery, and the invoice must reference the applicable Purchase Order including Buyer’s part numbers. The Seller shall indicate in its invoices and delivery notes the country of origin for all Products. Failure to comply may result in a delay in payment.
Governing Law:
This purchase order and any disputes arising from it shall be governed by and construed in accordance with the laws of Oregon.
Entire Agreement:
This purchase order constitutes the entire agreement between the parties, and in the absence of any fully executed formalized service or purchasing agreement between Nanoverse and the supplier, shall be the default terms. These terms can be superseded by a mutual agreement in writing between the seller and the buyer.