Terms of Service

Definitions

In these Terms of Service, the following terms shall have the meanings set out below. These definitions apply throughout the document unless the context requires otherwise.

Scope of Agreement

These Terms of Service govern all commercial transactions between WAY Chassis Components and the Buyer, including but not limited to the sale, supply, and delivery of Products. These Terms supersede any prior oral or written understandings and shall apply to all Purchase Orders unless explicitly modified in writing by an authorized representative of the Company.

Any terms or conditions contained in the Buyer's purchase order, acknowledgment, or other communication that are inconsistent with or in addition to these Terms are expressly rejected and shall not be binding on the Company unless agreed to in writing.

2.1 Eligibility

To engage in business with the Company, the Buyer must:

• Be a legally registered business entity in the Buyer's jurisdiction
• Provide valid business registration documentation upon request
• Have a legitimate commercial purpose for the Products
• Comply with all applicable import regulations in the destination country

2.2 Modifications to Terms

The Company reserves the right to amend these Terms at any time. Updated Terms will be communicated to existing Buyers via email or official correspondence. Continued placement of Purchase Orders following notification of amendments constitutes acceptance of the revised Terms.

Orders & Acceptance

3.1 Purchase Orders

All Purchase Orders must be submitted in writing (including email) and must include the following information to be considered valid:

1. Company name, registered address, and contact information of the Buyer
2. WAY part number(s) or OEM reference number(s) for each Product
3. Quantity per SKU, expressed in whole units
4. Required delivery date or production lead time acknowledgment
5. Agreed unit price and total order value in the confirmed currency
6. Shipping destination, preferred Incoterms, and port of discharge
7. Any applicable OEM branding, packaging, or labeling instructions

A Purchase Order is not binding on the Company until the Company issues a written Order Confirmation. The Company reserves the right to reject any Purchase Order at its sole discretion.

3.2 Minimum Order Quantities

3.3 Order Cancellation

Once an Order Confirmation has been issued and production has commenced, cancellations are not permitted without the Company's written consent. In the event the Company agrees to a cancellation, the Buyer shall be liable for all costs incurred by the Company up to the date of cancellation, including raw materials, labor, and tooling costs, plus a cancellation fee of 15% of the total order value.

3.4 Changes to Confirmed Orders

Requests to modify quantities, specifications, or delivery schedules on confirmed orders must be submitted in writing. The Company will assess feasibility and may require a revised quotation. Changes accepted by the Company will be confirmed in writing and may affect pricing and delivery dates.

Pricing & Payment

4.1 Quotations

All prices are quoted in United States Dollars (USD) unless otherwise agreed in writing. Quotations are valid for thirty (30) calendar days from the date of issue. The Company reserves the right to revise pricing in response to material cost fluctuations, currency movements, or changes in order specifications.

4.2 Payment Terms

Standard payment terms are as follows:

Payment shall be made by Telegraphic Transfer (T/T) to the Company's designated bank account. Letter of Credit (L/C) at sight may be accepted for orders exceeding USD 50,000, subject to prior written agreement. All bank charges and transfer fees are the sole responsibility of the Buyer.

4.3 Late Payment

In the event of late payment, the Company reserves the right to: (i) suspend production or withhold shipment; (ii) charge interest on overdue amounts at the rate of 1.5% per month; (iii) require full advance payment for future orders; and (iv) terminate the Agreement in accordance with Section 12.

4.4 Taxes and Duties

All prices are exclusive of export duties, import tariffs, value-added taxes, customs duties, and any other governmental charges applicable in the Buyer's country. The Buyer is solely responsible for all such charges.

Delivery & Shipping

Unless otherwise agreed in writing, all shipments are made on FOB Ningbo or FOB Shanghai terms (Incoterms 2020). Risk of loss and title to the Products pass to the Buyer upon delivery to the named port of shipment.

5.1 Lead Times

Standard production lead times are 30-45 business days from receipt of the deposit payment and confirmation of specifications. Lead times for custom or non-standard products may be longer and will be specified in the Order Confirmation. Lead times are estimates and are not guaranteed delivery dates.

5.2 Shipping Arrangements

• The Buyer is responsible for arranging freight forwarding, insurance, and customs clearance at the destination port unless otherwise agreed
• The Company will provide shipping documents including commercial invoice, packing list, bill of lading, and certificate of origin upon request
• Partial shipments may be made with the Buyer's prior written consent
• The Company shall not be liable for delays caused by carriers, customs authorities, or other third parties

5.3 Force Majeure

The Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, labor disputes, port congestion, or supply chain disruptions. In such events, the Company will notify the Buyer promptly and will use commercially reasonable efforts to resume performance as soon as practicable.

Quality & Inspection

The Company manufactures Products under an ISO 9001 certified quality management system. All Products undergo multi-stage quality inspection prior to shipment, including dimensional verification, surface finish inspection, and functional testing as applicable to the product type.

6.1 Pre-Shipment Inspection

The Buyer may request a pre-shipment inspection by a mutually agreed third-party inspection agency. All costs associated with such inspection shall be borne by the Buyer. The Company will provide reasonable cooperation and access for inspection purposes. Inspection must be completed within 5 business days of the Company's notification that goods are ready for shipment.

6.2 Receiving Inspection

The Buyer shall inspect all Products within fourteen (14) calendar days of receipt. Any claims for visible defects, quantity shortages, or wrong shipments must be submitted in writing within this period, accompanied by photographic evidence and the relevant packing list. Failure to notify within this period shall constitute acceptance of the Products as delivered.

6.3 Testing Standards

Products are tested in accordance with applicable automotive industry standards, which may include:

• Torsional strength and fatigue testing (high-cycle and low-cycle)
• Tensile load testing on welded and press-fit joints
• Salt spray corrosion resistance per ASTM B117
• Collapsible shaft collapse force measurement
• Universal joint rotational torque testing
• Vehicle fitment compatibility verification

Test reports are available upon request for an additional documentation fee.

Warranty

7.1 Warranty Claims

To make a warranty claim, the Buyer must:

1. Submit a written warranty claim within the warranty period, including the original invoice number and shipment date
2. Provide photographic or physical evidence of the alleged defect
3. Return defective samples to the Company's facility at the Buyer's expense for inspection (return shipping costs may be reimbursed if the claim is validated)
4. Allow the Company a reasonable period of not less than 30 business days to investigate and respond to the claim

7.2 Warranty Exclusions

This warranty does not cover defects or failures arising from:

• Improper installation, misuse, or abuse of the Product
• Modifications made to the Product after delivery
• Use of the Product in applications for which it was not designed or specified
• Normal wear and tear in service
• Damage caused during transportation after risk has passed to the Buyer
• Failure to follow installation guidelines provided by the Company

7.3 Warranty Remedies

Upon validation of a warranty claim, the Company's sole obligation shall be, at its election, to: (i) replace the defective Products at no charge; (ii) repair the defective Products; or (iii) issue a credit note for the value of the defective Products. The Company shall not be liable for any consequential, incidental, or indirect damages arising from a warranty claim.

Limitation of Liability

In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of business, loss of goodwill, loss of data, or business interruption, even if the Company has been advised of the possibility of such damages.

The Company makes no representations or warranties, express or implied, beyond those expressly stated in Section 7 of these Terms. All implied warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed to the fullest extent permitted by law.

Intellectual Property

All intellectual property rights in the Products, including but not limited to patents, designs, trademarks, technical drawings, manufacturing processes, and trade secrets, remain the exclusive property of the Company. Nothing in these Terms shall be construed as granting the Buyer any license or right to use the Company's intellectual property beyond what is strictly necessary for the resale and distribution of the Products in the ordinary course of business.

9.1 OEM Branding and Private Label

Where the Buyer requests Products to be manufactured under the Buyer's own brand, trademark, or part numbering system, the Buyer warrants that it holds all necessary rights to such branding and indemnifies the Company against any third-party claims arising from the use of such branding. A separate OEM/Private Label Agreement may be required.

9.2 OEM Reference Numbers

References to OEM part numbers are provided solely for cross-reference and compatibility identification purposes. Such references do not imply any affiliation with, authorization by, or endorsement from the original equipment manufacturer. The Company's Products are aftermarket replacement parts.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement, including but not limited to pricing, technical specifications, customer lists, manufacturing processes, and business strategies ("Confidential Information"). Each party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall not disclose it to any third party without the prior written consent of the disclosing party.

Confidentiality obligations shall survive the termination of this Agreement for a period of five (5) years. These obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by applicable law or court order.

Regulatory Compliance

The Buyer is solely responsible for ensuring that the Products comply with all applicable laws, regulations, and standards in the country of import and the end market of sale, including but not limited to vehicle safety regulations, type approval requirements, and aftermarket parts regulations.

The Company's Products are designed and tested to meet international automotive component standards applicable at the time of manufacture. The Company does not warrant that Products meet the specific regulatory requirements of any particular country unless expressly agreed in writing.

11.1 Safety Standards

Collapsible steering shafts are designed and tested with reference to applicable safety standards including FMVSS 203 (Impact Protection for the Driver from the Steering Control System) and FMVSS 204 (Steering Control Rearward Displacement). Compliance documentation is available upon request for applicable product lines.

11.2 Export Controls

The Buyer shall comply with all applicable export control laws and regulations. The Buyer shall not export, re-export, or transfer Products to any country, entity, or individual in violation of applicable export control regulations, including those of the People's Republic of China, the United States, and the European Union.

Termination

Either party may terminate this Agreement or any outstanding Purchase Order upon thirty (30) days written notice to the other party. The Company may terminate immediately upon written notice if:

1. The Buyer fails to make any payment when due and does not cure such failure within ten (10) business days of written notice
2. The Buyer becomes insolvent, enters bankruptcy proceedings, or makes an assignment for the benefit of creditors
3. The Buyer materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of written notice
4. The Buyer engages in conduct that the Company reasonably believes may expose the Company to legal liability or reputational harm

Upon termination, all outstanding payment obligations of the Buyer shall become immediately due and payable. Termination shall not affect any rights or obligations that accrued prior to the effective date of termination.

Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law provisions.

13.2 Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation. Either party may initiate negotiations by delivering written notice to the other party describing the dispute in reasonable detail. The parties shall have thirty (30) days from the date of such notice to resolve the dispute through negotiation.

13.3 Arbitration

13.4 Injunctive Relief

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, including but not limited to claims arising from breach of confidentiality or intellectual property infringement.

General Provisions

14.1 Entire Agreement

These Terms, together with any accepted Purchase Order and Order Confirmation, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations, whether oral or written.

14.2 Severability

If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14.3 Waiver

No waiver by either party of any breach of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

14.4 Assignment

The Buyer may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets without the Buyer's consent.

14.5 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by courier to the addresses specified in the Purchase Order or Order Confirmation. Notices shall be deemed effective upon confirmed receipt.

14.6 Language

These Terms are issued in English. In the event of any conflict between an English version and any translation, the English version shall prevail. Russian-language summaries may be provided for the Buyer's convenience but shall not be legally binding.

Contact Information

For questions regarding these Terms of Service, purchase orders, or any legal matters, please contact the Company at: