Terms and Conditions
Terms and Conditions (Revision 3/2018)
Altek Electronics, Inc. Standard Purchase Order Terms and Conditions
- 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.
- 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.
- 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.
- 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 AS9100D and ISO 9001:2015 or their replacements.
-5.1 Seller shall notify the Buyer of changes in product and/or process including any changes in design, manufacture, materials, performance, processes, Quality Assurance procedures, manufacturing location, test, service, or change of their suppliers, 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.
-5.6 Distributors should maintain a method of traceability of a component back to the Original Component Manufacturer (OCM).
-5.7 When required by contract, Altek will require distributor to supply a Certificate of Compliance (CofC).
-5.8 Ensure that persons/employees are aware of:
a) their contributions to product or service conformity,
b) their contribution to product safety,
c) their contribution to the importance of ethical behavior.
-5.9 Seller shall adopt and comply with a Business Code of Ethics or policy statement regarding business conduct, ethics and compliance that satisfies, at a minimum, the principles and expectations set forth in Altek’s Business Code of Ethics.
- 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.
- COUNTERFEIT COMPONENTS
-7.1 Counterfeit components shipped to Altek that are determined to be counterfeit will be subject to Altek Electronics’ Control of Non-Conforming Product procedure P870-01, including containment, reporting and disposition of the counterfeit parts. All Counterfeit parts will not be allowed to be returned to the supply chain. Therefore, the counterfeit part(s) will NOT be returned to the Seller. The Seller may be liable for costs relating to handling, removal, and replacement.
-7.2 Seller must maintain a counterfeit avoidance and detection process to minimize the risk of providing suspect counterfeit or counterfeit parts.
-7.3 Supplier must disclose if they are not authorized for the parts they are supplying.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- CERTIFICATIONS AND DELIVERABLES: Upon request by the Buyer, the Seller shall supply the following:
-15.1 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.
-15.2 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 600/610/620 standards (or those standards that are appropriate to the industry you serve), or as noted on the applicable contract or purchase order.
-15.3 Quality Management System – Evidence of active quality management systems in place and any status changes that may occur.
– 15.4 Reports and Test Specimens – Test specimens, solder samples, test certificates, inspection reports to be supplied as requested and at no extra charge.
-15.5 Lot/Batch Traceability – Lot code and batch information, as well as manufacturing locations and other details must be provided as required.
- 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.