Terms
and Conditions (Revision 1/2015)
Altek Electronics, Inc. Standard
Purchase Order Terms and Conditions
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1.
ACCEPTANCE: Seller has read and understands that
these terms and conditions form a part of all contracts between Buyer and Seller
and agrees that Seller's written acceptance or commencement of any work or
services under any contract with Buyer shall constitute Seller's acceptance of
these terms and conditions. A contract,
including these terms and conditions, may only be modified by a purchase
order/alteration issued by Buyer.
2.
SHIPPING AND BILLING: Seller agrees: (a) to
properly pack, mark and ship goods in accordance with the requirements of Buyer.
The marks on each package and identification of the goods on packing slips and invoices
shall be sufficient to enable Buyer to easily identify the goods purchased. The
payment date shall be 30 days following Buyer's receipt of the goods and/or
services as determined by Buyer unless stated otherwise in this contract.
3.
DELIVERY SCHEDULES: Time is of the essence, and
deliveries shall be made both in quantities and at times as specified by Buyer
via such means as Buyer's schedules and releases. Note: On purchase orders
where First Article Inspection is indicated, acceptance of pre-production
samples is required prior to running of production.
- CHANGES: Buyer reserves
the right at any time to direct changes to drawings and specifications of
the goods or to otherwise change the scope of the work covered by this
contract, including work with respect to such matters as inspection,
testing or quality control, and Seller agrees to promptly make such
changes. In the event there is any difference in price or time for
performance resulting from such changes, the price shall be equitably
adjusted by agreement between Buyer and Seller after receipt of
documentation in such form and detail as Buyer may direct. This contract
may only be modified by a purchase order/change order issued by Buyer.
5.
QUALITY; INSPECTION; FLOW DOWN; RECORDS
RETENTION: Seller agrees to comply with all quality requirements and procedures
specified by Buyer, as revised from time to time, including those applicable to
Seller as set forth in Quality System Requirements AS9100 and ISO 9001:2008 or
their replacements.
5.1
Seller shall notify the Buyer of changes in
product and/or process, change of their suppliers, changes of manufacturing
facility location and where required, obtain Buyer's approval.
5.2
If sub-tier suppliers are utilized by the
Seller, all contract information, requirements, and terms and conditions will
be binding on Seller and all of Seller's suppliers and subcontractors.
5.3
Buyer, its customer, and applicable regulatory
authorities shall have the right of access to the applicable areas of the
Seller's facility, and at any level of the Seller's supply chain to inspect the
facility, goods, materials, records, and any property of Buyer covered by any with
Buyer contract.
5.4
Flow down to the supply chain the applicable requirements
including customer requirements, [same as 5.2],
5.5
Records retention requirements for Seller will
be identified and Seller will ensure that records are maintained and stored in
a commercially reasonable manner. Our standard minimum requirement is seven years.
6.
NONCONFORMING GOODS:
6.1
If found at Buyer's Location - Nonconforming
goods will be held by Buyer in accordance with Seller's instructions. Seller
must provide written instructions within 5 days to return nonconforming
material for rework, replacement or credit, at Buyer's sole election. Seller
may also instruct Buyer to scrap material at Buyer's facility at Seller's
expense. Seller will notify Buyer of
product recalls and arrange for product disposition at Seller's expense.
6.2
If found at Seller's location
6.2.1
Notify Buyer of nonconforming product,
6.2.2
Obtain Buyer's approval for nonconforming
product disposition,
7.
WARRANTY: Seller warrants/guarantees that the
goods and/or services covered by this contract will conform to the
specifications, drawings, samples or descriptions furnished to or by Buyer, and
be new and unused and free from defect. The warranty period shall be the
greater of that provided by the Contract or applicable law. This warranty runs
to Buyer and Buyer's customer(s) and is in addition to those otherwise provided
or implied by law or customarily given by Seller with respect to similar goods.
8.
INGREDIENTS DISCLOSURE AND SPECIAL WARNINGS AND
INSTRUCTIONS: If requested by Buyer, Seller shall promptly furnish to Buyer in
such form and detail as Buyer may direct: (a) a list of all ingredients in the
goods; (b) the amount of all ingredients; and (c) information concerning any
changes in or additions to such ingredients. Prior to and with the shipment of
the goods, Seller agrees to furnish to Buyer sufficient warning and notice in
writing (including appropriate labels on goods, containers and packing) of any
hazardous material that is an ingredient or a part of any of the goods,
together with such special handling instructions as may be necessary to advise
carriers, Buyer, Buyer's customer(s) and their respective employees of how to
exercise that measure of care and precaution that will best prevent bodily
injury or property damage in the handling, transportation, processing, use, or
disposal of the goods, containers and packing material shipped to Buyer.
9.
TERMINATION FOR BREACH OR NONPERFORMANCE: Buyer
reserves the right to terminate all or any part of any contract with Seller,
without liability to Buyer, if Seller: (a) repudiates or breaches any of the
terms of any contract, including Seller's warranties; (b) fails to perform
services or deliver goods as specified by Buyer; (c) fails to make progress so
as to endanger timely and proper completion of services or delivery of goods,
and does not correct such failure or breach within 10 days (or such shorter
period of time if commercially reasonable under the circumstances) after
receipt of written notice from Buyer specifying such failure or breach.
10.
TERMINATION FOR CONVENIENCE: In addition to any
other rights of Buyer to terminate a contract, Buyer may, at its option,
immediately terminate all or any part of a contract, at any time and for any
reason, by giving written notice to Seller. Upon such termination, Buyer shall
pay to Seller the following amounts without duplication: (a) the contract price
for all goods or services which have been completed in accordance with this
contract and not previously paid for; and (b) the actual costs of
work-in-process and raw materials incurred by Seller. Within 60 days from the
effective date of termination, Seller shall submit a comprehensive termination
claim to Buyer, with sufficient supporting data to permit Buyer's audit and
shall thereafter promptly furnish such supplemental and supporting information
as Buyer shall request
11.
BUYER'S PROPERTY: All supplies, materials,
tools, equipment and other items furnished by Buyer, either directly or
indirectly, to Seller to perform a contract or for which Seller has been
reimbursed by Buyer, shall be and remain the property of Buyer and held by Seller
as "Buyer's Property". Unless otherwise agreed to by Buyer, Seller at its
expense shall keep in good condition, and replace Buyer's Property when
necessary. Seller shall bear the risk of loss and damage for full replacement
value to Buyer's Property. Buyer's Property shall at all times be properly
housed and maintained by Seller, at its expense, shall not be used by Seller
for any purpose other than the performance of a contract, shall be deemed to be
personally, shall be conspicuously marked "Property of Altek Electronics, Inc."
by Seller, and shall not be moved from Seller's premises without Buyer's prior
written approval. Buyer's Property shall be insured at all times for its full
replacement value at Seller's expense and Buyer shall be named as loss payee.
Buyer shall have the right to enter Seller's premises at all reasonable times
to inspect such property and Seller's records with respect thereto. Upon the
request of Buyer, and without payment or setoff, Buyer's Property shall be
immediately released to Buyer or delivered to Buyer.
12.
CONFIDENTIALITY: Seller will ensure that the
goods, services, and all related information covered by this contract,
including but not limited to design and manufacturing information, which Seller
receives from Buyer ("Confidential Information") will be kept in strict
confidence. Seller will exercise all reasonable precautions to prevent
unauthorized disclosure of Confidential Information to any third party. Seller
will not use the Confidential Information for any purpose other than for
executing its obligations under this contract. This provision will survive
cancellation, termination, or expiration of any contract and is in accordance
with Vendor Non-Disclosure Agreements on file.
13.
NO ADVERTISING: Seller shall not, without first
obtaining the written consent of Buyer, in any manner disclose to any third
party, advertise, or publish the fact that Seller has contracted to furnish
Buyer or Buyer's customers the goods or services covered by any contract, or
use any trademarks, service marks, or trade names of Buyer or Buyer's customers
in Seller's advertising or promotional materials.
14.
CERTIFICATIONS AND DELIVERABLES: Upon request by the Buyer, the Seller shall
supply the following:
14.1
Certificate of Conformance
A Certification of conformance must be signed by an authorized
representative of the Seller and must assure Seller's conformance to Buyer's purchase
order, drawing and specification requirements.
14.2
Material/Process Certifications
The material certification must have manufacturer's name, material name
or grade, applicable specifications, material composition and all test results
that are related to the particular material supplied. Manufacturing methods
must meet or exceed IPC [? what is this] standards or as noted on the applicable
contract or purchase order.
14.3
Quality Management System
Evidence of active quality management systems in place and any status
changes that may occur.
14.4
Reports and Test Specimens
Test specimens, solder samples, test certificates, inspection reports to
be supplied as requested and at no extra charge.
14.5
Lot/Batch Traceability
Lot
code and batch information, as well as manufacturing locations and other
details must be provided as required.
15. Amendments.
Seller
acknowledges that Buyer may change these Terms and Conditions from time to
time. Seller agrees to be bound by all
changes for any contract entered into between Buyer and Seller after the date
of such amendment, without further notice of amendment to Seller. The Terms and Conditions can be found at www.altekcompany.com/stc.
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