PURCHASING TERMS AND CONDITIONS

The manufacture and or delivery of the goods or the services described on the face of this purchase order will constitute an acceptance by Seller of this order and all of the terms and conditions contained in this purchase order. By manufacturing or delivering such goods or performing such services, Seller waives any and all terms and conditions of its quotation, acknowledgement, invoices, or other forms which are inconsistent with the terms and conditions contained in this purchase order. This purchase order is non-assignable by Seller.

Time is of the essence, in accepting this order. Seller agrees to perform this order and make deliveries hereunder as required. Deliveries are to be made both in quantities and at times specified in schedules furnished by Buyer and shall not be excused by Seller's inability to obtain materials, supplies, or labor from its usual sources. Buyer will have no liability for payment for material or items delivered to Buyer which are in excess of quantities specified in the delivery schedules. Buyer may, from time to time, change delivery schedules or direct temporary suspension of scheduled shipments.

Seller expressly warrants that all the goods and work covered by this order will conform to the specifications, drawings, samples, or other description furnished by Seller or specified by Buyer and will be merchantable, of good material and workmanship, and free from defects. Seller expressly warrants that all the goods covered by this order will be fit and sufficient for the purposes intended. This warrant shall survive any inspection, delivery, acceptance, or payment by Buyer.

Buyer reserves the right to cancel all or any part of this order without payment or penalty if Seller does not make deliveries as specified, or so fails to make progress as to endanger timely performance of the work, or if Seller breaches any of the terms hereof, including the warranties of Seller, or if Buyer's business purpose is substantially frustrated, or in the event Seller becomes insolvent or there is filed by or against Seller a petition in bankruptcy, reorganization or other insolvency proceeding.

All goods shall be received subject to Buyer's inspection and rejection. Defective goods or goods not conforming with this order will be held for Seller's instruction and at Seller's risk. No goods returned as defective shall be replaced without a new order. Payment shall not constitute an acceptance thereof, nor will acceptance discharge Seller's responsibility hereunder.

6.1 The seller shall notify the buyer of any changes in the product/service and/or process definition and where required obtain approval from the buyer for such change.

6.2 The seller shall notify the buyer of changes to product, processes, suppliers and facilities.

6.3 The seller shall notify the buyer of any non-conformance related to the product or service supplied and shall make arrangements as mutually agreed by the buyer and the seller to resolve any product or service supplied.

6.3.1 The seller’s performance (delivery, price, quality) is monitored on an ongoing basis. Any deviation from required standards of performance will be reviewed with the seller pursuant to correcting/improving any issues with appropriate action being taken by the organization based on this review.
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6.4 The seller shall provide right of access to applicable areas of the seller's facilities and all applicable records by the buyer, buyer's customer and/or regulatory authorities.

6.5 The seller shall flow down all applicable requirements in their purchasing documents to their sub-tier suppliers including key characteristics where required, customer requirements, requirement to provide test specimens for design approval, inspection/verification, investigation, or auditing, and instructions for retention of documented information, including retention periods and disposition requirements.

6.6 The seller shall provide evidence of a Quality Management System (QMS) or appropriate Quality Management processes to the buyer upon request.

6.6.1 Within the QMS, the seller shall ensure that persons / employees are aware of:

6.7 The seller shall affect processes to prevent the use of counterfeit parts.

6.8 The seller shall specific to product or service affect processes to prevent occurrences (including potential occurrences) of FOD.

Any material including, but not limited to, tools, molds, dyes, gauges, jigs, fixture, etc. furnished by Buyer on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such material shall be used only in filling orders from Buyer, shall be kept separate from other material, shall be clearly identified as property of Buyer and, if not accounted for or so returned, shall be paid for by Seller. All such material shall be fully covered by Seller with fire and extended coverage insurance. Seller shall defend and indemnify Buyer against any and all liability for damage to such material or injury or damage to others, including Seller's employees, arising out of or in connection with the presence of use of such material whether such injury or damage is caused by defects in such material, Buyer's negligence, or otherwise.

Unless otherwise herein agreed, Seller at its own expense shall furnish, keep in good condition, and replace when necessary all tooling, but not limited to, dyes, tools, gauges, fixtures, patterns, and art work necessary for the production for the goods ordered. Buyer has the option to purchase any such tooling that is special for the production of goods covered by this order and shall not pay to Seller the unamortized cost thereof, provided, however, that this option shall not apply if the goods hereby ordered are the standard product of Seller or if a substantial quantity of like materials is being sold by Seller to others.

Seller agrees to not utilize or to disclose to others any confidential information, drawings, or data whether or not designated as such, supplied, furnished, or disclosed by Buyer except as reasonably required for the purposes of filling this order. All inventions or ideas, whether patentable or not, made, conceived, developed, or acquired by Seller incident to the filling of this order shall vest in and inure to Buyer's sole benefit.

Seller agrees at its own expense to defend and indemnify Buyer, its customers, and users of its products, against all suits at law or in equity, and from all damages, claims, and demands for infringement of any United States or foreign patent, trademark, or copyright by reason of the use of sale of the goods ordered. In case the goods, or any part thereof furnished pursuant to this order, is in any suit so defended held to constitute infringement and its use enjoined, Seller shall at its own expense either procure for Buyer, its customers, and users the right to continue using said goods or part thereof or replace it with a non-infringing product.

This contract constitutes the entire agreement between the parties and no revision or amendment shall be binding unless in writing signed by an authorized representative of Buyer.