Standard Procurement Terms
  • Definition:
    • "These Terms" means the Standard Procurement Terms. These Terms are published on the POP JOY official website and supersede all prior written or oral statements between our Company and the Supplier. Together with the applicable Order, these Terms constitute the sole and complete agreement between the parties regarding the procurement of Products. Any prior dealings, trade practices or oral agreements shall not be binding unless incorporated into a written document signed by our Company. In the event of any conflict between an Order and these Terms, the Order shall prevail.
    • "Order" means the purchase order issued by our Company for the procurement of Products or the purchase order issued by the Supplier and confirmed in writing by our Company.
    • "Agreement" means these Terms together with the Order.
    • "Delivery" means the Supplier's delivery of the Products and any accompanying Materials (if applicable) to the designated location in the manner and within the time specified in the Order. Until Delivery is completed, the Supplier bears all risks of loss or damage to the Products, and title remains with the Supplier.
    • "Products" means all goods listed in an Order and supplied by the Supplier.
    • "Materials" means all documents or materials required for the Products, including but not limited to user manuals, warranty documents, quality inspection reports, packing lists, invoices, certificates of conformity, factory inspection reports, and instruction manuals.
    • "Preliminary Inspection" means our Company's initial inspection after Delivery, limited to verifying packaging, quantity, appearance, and relevant Materials. Preliminary Inspection does not exempt the Supplier from any responsibility regarding product quality or fitness for purpose.
    • "After-sales Service Period" means the warranty and free maintenance period promised by the Supplier, beginning on the date of Delivery, unless otherwise specified in the Order.
    • "Our Company" means any legal entity under the IGG Group (listed in Hong Kong) that issues a written procurement request to the Supplier. If the issuing entity cannot be confirmed at the time of issuance, the legal entity that ultimately receives the Products shall be deemed the issuing entity.
    • "Supplier" means any legal or natural person who signs an Order for specific Products with our Company and agrees to be bound by these Terms.
    • "Affiliate" means any entity that currently or in the future controls, is controlled by, or is under common control with either party (including contractual control). "Control" means directly or indirectly holding more than 25% of the shares of an entity or the existence of cross-management arrangements that may affect major corporate interests.
  • Formation of an Order: Any of the following constitutes acceptance of an Order and the Supplier's Agreement to be bound by these Terms:
    • The Supplier affixes its company chop, contract seal, or signature to an Order issued by an authorized representative of our Company (whether or not the Order bears our Company's seal).
    • Our Company affixes its official seal to an Order issued by the Supplier.
    • The Supplier delivers Products in accordance with an Order issued by our Company.
    • The Supplier otherwise confirms, through conduct or action, that it will perform in accordance with an Order issued by an authorized representative of our Company (whether or not the Order bears our Company's seal).
  • Price and Taxes: Unless expressly agreed otherwise in writing, all amounts in the Order shall include: product cost, packaging, transportation, loading/unloading, customs clearance, insurance, taxes (including but not limited to VAT, business tax, service tax, withholding tax), installation and commissioning (including labor, equipment, materials, travel and accommodation), training, after-sales service, labor fees, tooling fees, and all fees payable to third parties or government authorities. If the Supplier incurs any additional costs not agreed by the parties in connection with the Products under this Agreement, the Supplier shall promptly notify our Company in writing. Such additional costs shall be borne only after written confirmation by both parties.
  • Returns and Exchanges: Within the period specified in the Order, unit pricing for Products of the same brand and model shall remain fixed, and the Supplier must ensure supply in the required quantities. If the Supplier cannot provide the required quantity, our Company may partially or fully cancel the Order or require the Supplier to provide alternative Products of equivalent quality at the original price. If the Products are unopened, unused, and in intact packaging, our Company may reasonably request a return. The Supplier shall accept such returns provided the Products remain suitable for resale, and shall refund the corresponding payment within 10 days of receiving the returned Products.
  • Quality: The Supplier guarantees that the Products comply with this Agreement and with all applicable standards and regulations, including but not limited to safety, health, environmental protection, and data protection obligations. If the Supplier changes raw materials, production processes, or manufacturing sites for the Products, the Supplier must notify our Company in writing at least 30 days in advance. No such change may be implemented without our Company's written consent.
  • Packaging and Storage: The Supplier shall use packaging that provides protection against moisture, mold, rust, corrosion, shock, and impact to ensure the Products withstand long-distance transport and repeated handling without damage. For Products containing multiple components, the Supplier shall inspect and clean each component to ensure no foreign objects remain and all parts are complete. For Products containing accessories or fragile components, the Supplier is responsible for proper packaging, labeling, counting, and handover. Any loss or damage resulting from inadequate packaging or unclear handover shall be borne by the Supplier.
  • Delivery: Unless agreed otherwise in writing, the Supplier shall deliver the Products to the location designated in the Order, in the manner and by the time specified. Before Delivery is completed, the Supplier bears all risks of loss or damage. The Delivery of the Product shall be consistent with the Agreement between both parties in the Order. If the Supplier cannot deliver on time, it shall immediately notify our Company. Our Company may cancel the Order and require the Supplier to compensate all losses caused by delayed Delivery. For imported Products (unless otherwise specified), the Supplier shall complete all customs procedures and bear all taxes, handling fees, insurance fees, and any delay-related costs. Unless otherwise agreed in writing, the Supplier shall ensure that the Products are accompanied by complete, authentic, and lawful customs documents, including but not limited to commercial invoices, packing lists, certificates of origin, certificates of conformity, authorization letters, etc., and shall ensure that these documents comply with the regulatory and import requirements of the customs authorities in all relevant countries. If defects in the customs documents or reasons attributable to the Supplier result in the Product being unable to clear customs or in delayed customs clearance, the Supplier shall assume full responsibility and compensate our Company for all losses suffered as a consequence.
  • Acceptance: Upon arrival of the Products at the designated location, our Company shall conduct a Preliminary Inspection. Acceptance and payment occurs only when:
    1. The written Preliminary Inspection is completed and deemed passed, and
    2. The Supplier provides all required Materials.
    Acceptance and payment do not relieve the Supplier of liability for any quality issues discovered thereafter.
  • Payment and Invoicing: Unless otherwise stated in the Order, payment shall be made via bank transfer. Before payment, the Supplier must issue valid tax invoices as required by our Company; otherwise, our Company may refuse payment. If our Company designates an Affiliate to receive Delivery or make payment, the Supplier shall cooperate and may not refuse performance due to a change in contracting entity.
  • Account Information Changes: The Supplier shall ensure the accuracy of its bank account information. Any delay, failure, return of payment, or related charges arising from incorrect or changed account information shall be borne by the Supplier. Our Company may deduct such costs from payments due. In addition, if the Supplier requests to change the original payment account, the parties must sign a written amendment, and the Supplier shall provide supporting documents and complete verification procedures required by our Company. Delays caused by the Supplier's failure to cooperate do not constitute breach by our Company. Our Company also reserves the right to unilaterally terminate this Agreement in such circumstances.
  • After-sales and Maintenance Services: If the Order includes after-sales or maintenance services, the Supplier shall provide free technical support during the After-sales Service Period, including but not limited to remote assistance, installation guidance, troubleshooting, and necessary software/firmware updates. Failure of the Products due to technical issues shall be deemed a failure to perform obligations. If the Supplier fails to provide required after-sales services, it shall bear the following liabilities:
    • Penalty of 1% of the total Order value per day of delay;
    • Reimbursement of all expenses if our Company must engage a third party for such services;
    • Replacement of unusable Products at the Supplier's cost;
    • Full compensation for all losses suffered by our Company (including claims, platform complaints, reputation damage, etc.);
    • Our Company may terminate the Agreement, demand a full refund of all payments, and impose a penalty not less than 20% of the Order value, subject to further claims depending on impact.
  • Warranties and Liabilities: The Supplier warrants that it holds full rights to the Products and is authorized to sell them, and that performance of the Agreement and the use, storage, or resale of the Products by our Company or its Affiliates will not infringe any third-party intellectual property or other rights. Upon request, the Supplier shall provide documentation proving product origin and legal authorization. If any infringement, prohibited content, or quality issue in the Products leads to legal disputes or causes our Company to be banned, delisted, or restricted on app stores, e-commerce platforms, ad platforms, or elsewhere, the Supplier shall bear full responsibility and compensate all direct and indirect losses, including revenue loss, reputation damage, third-party claims, price differences for replacement goods, compliance costs, litigation costs, appraisal fees, and attorneys' fees. In this case, our Company reserves the right to terminate this Agreement. In addition to bearing the aforementioned losses, the Supplier shall refund the full payment for all Orders already made by our Company and bear a penalty equivalent to 20% of the total Order value. In addition, the Supplier represents and warrants that neither it nor its agents are subject to any sanctions imposed or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the United Nations Security Council, China, the European Union, or other relevant sanctioning authorities in any applicable jurisdiction where the Supplier provides goods (collectively, "Sanctions"), and that neither it nor its agents are located, organized, or resident in any country or region subject to Sanctions. The Supplier represents and warrants that neither it nor its agents will breach any Sanctions throughout the term of this Agreement. The Supplier declares and warrants that neither it nor its agents will use any funds arising from its relationship with our Company or our affiliated companies under this Agreement to provide funding to, or participate in any activities for, any individual or entity, or any individual or entity located in any country or region subject to Sanctions at the time such funds are provided or such activities are conducted.
  • Breach of Contract:
    • If the Supplier delays Delivery or fails to deliver to the designated location, it shall pay a penalty of 1% of the total Order value per day. If delay exceeds 10 days, our Company may terminate the Agreement and claim all resulting losses.
    • If our Company delays payment contrary to the Order terms, it shall pay a penalty of 1% of the total Order value per day, capped at 10% of the Order value.
    • If the Products fail to meet quality requirements, our Company may terminate the Agreement or require replacements. If replacements still fail to meet requirements, our Company may terminate the Agreement. In such cases, the Supplier shall pay a penalty of 10% of the Order value and compensate all losses.
    • If defects were not discoverable during Preliminary Inspection due to hidden defects, large quantities, or other reasonable factors, and are later discovered, our Company may still require free replacement and full compensation for resulting losses.
    • During the after-sales maintenance service period, if the Supplier fails to perform its obligations as required by the relevant regulations, the Supplier shall pay a penalty equal to 1% of the total amount of the corresponding Order for each day of delay, and shall also be responsible for all losses suffered by our Company as a result of the delayed after-sales maintenance service.
    • Compensation includes, without limitation: delay losses, rework costs, transport fees, replacement costs, price differences for substitute goods, penalties payable by our Company to third parties, and costs of enforcing claims (including legal fees, appraisal fees, notarization fees, and litigation expenses).
  • Force Majeure: If a party is unable to perform due to force majeure (including but not limited to earthquakes, floods, pandemics, war, governmental actions), performance may be excused in whole or in part. The affected party must notify the other party in writing within five working days and provide evidence. The parties shall negotiate new Delivery or payment arrangements. Force majeure arising during a delay does not excuse the delay.
  • Confidentiality: The Supplier shall keep confidential all non-public documents, data, and materials obtained in the course of cooperation that belong to our Company, its Affiliates, or partners. The Supplier may not disclose such information unless the recipient is an employee, director, Affiliate, subcontractor, advisor, or accountant who has a need to know and is bound by equivalent confidentiality obligations, or where disclosure is required by court or governmental Order. Unless approved by our Company, the Supplier shall not disclose any part or all of the confidential information to any third party, except where the third party is an employee, director, supervisor, affiliate, subcontractor, consultant, or accountant of the Supplier who needs to access the confidential information for necessary business purposes and has signed a written confidentiality Agreement with the Supplier that is equivalent to the confidentiality terms of this Agreement, or where disclosure is required by a valid Order or judgment from a court or government authority. The above confidentiality obligations shall remain in effect even after this Agreement is terminated or rescinded, until such time as the confidential information is proactively disclosed by our Company. If requested by our Company, the Supplier shall cooperate in returning or destroying the carriers containing the confidential information.
  • Agreement Term and Agreement Termination or Cancellation: This Agreement shall become effective upon issuance by our Company, remain in force indefinitely, until it is updated or otherwise terminated or canceled in writing. Our Company may terminate the Agreement unilaterally with 15 working days' written notice, without cause and without liability. If the Supplier engages in any of the following, our Company may terminate the Agreement immediately, demand a full refund of all payments, and claim all losses:
    • Material breach (including but not limited to delayed Delivery, quality non-compliance, IP infringement, bribery, confidentiality breach);
    • Refusal to perform;
    • Insolvency or liquidation;
    • Assets subject to preservation measures;
    • Directors or managers being subject to spending restrictions or listed as dishonest persons.
  • Dispute Resolution: The execution, validity, interpretation, performance, and resolution of any disputes arising from this Agreement shall be subject to the laws of the People's Republic of China and interpreted accordingly. Any dispute arising from or relating to this Agreement shall first be resolved through negotiation. If unresolved within 30 days, either party may bring a lawsuit before the People's Court where our Company is located. The losing party shall bear all necessary costs of the prevailing party, including litigation fees, attorneys' fees, travel expenses, and asset-preservation guarantee fees.
  • Anti-Bribery:
    The Supplier shall comply with the following guidelines:
    • The Supplier shall not provide any benefits outside the scope of this Agreement to our Company's personnel or related persons, including but not limited to commissions, kickbacks, cash, gift cards, goods, securities, travel, or any non-material benefits.
    • "Related persons" includes any individuals other than our Company's personnel who have direct or indirect interest in this Agreement, including but not limited to relatives or friends of our Company's personnel.
    • If the Supplier discovers solicitation or disguised solicitation of bribes by our Company's personnel or related persons, it may report to: antifraud@popjoy.com
    • The Supplier also agrees to comply with the obligations published and updated at any time on: https://www.popjoy.cn/supplier
    • The foregoing code of conduct and webpage content form an integral part of this Agreement and remain in effect even after termination. The Supplier agrees to comply from the effective date of this Agreement.
    • If the Supplier or any of its staff members violates the provisions of this clause, such conduct will be regarded as a fundamental breach by the Supplier. Our Company is entitled to announce, in various ways, the violations of this Agreement committed by the Supplier and its staff, and we have the right to hold the Supplier liable for breach of contract as set forth below:
      Our Company is entitled to unilaterally terminate this Agreement if the Supplier breaches its obligations. The Agreement will be terminated either upon the Supplier's receipt of the notice or upon the expiration of the period specified in the notice, and the Supplier shall bear all resulting consequences. The Supplier must pay our Company a penalty equal to 20% of the total amount of all Orders between both parties, including all Orders that have been signed, completed, or are currently being performed. Furthermore, our Company may suspend payment of any amounts due and directly deduct the penalty from such payments. If the penalty is insufficient to cover our Company's losses (including but not limited to actual losses, decline in business reputation, loss of business opportunities, increased costs, loss of expected profits, and other indirect losses), the Supplier shall remain liable for full compensation.
  • Amendment of Terms: Our Company reserves the right to amend this Agreement. The amended Agreement shall take effect upon its publication on the POP JOY official website (URL: www.popjoy.cn ) and supersedes any previous versions of the terms.
Publish DateVersion number
April 18, 2025V 1.0