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Southwire

TECHNOLOGY RESEARCH, LLC
4525 140th AVE. N., STE. 900

CLEARWATER, FL  33762

PH  (727) 535-0572

Fax (727) 535-6711

 

 

 

 

Purchase Order Terms and Conditions

  1. Acceptance of Contract: Technology Research, LLC hereinafter referred to as "Buyer," shall not be bound by this order until Seller executes and returns to Buyer the acknowledgement copy of this order.  Seller shall be bound by this order and its terms and conditions when it executes and returns the acknowledgment copy, when it otherwise indicates its acceptance of this order, or when it delivers to Buyer any of the goods ordered herein or renders for Buyer any of the services ordered herein.  This order expressly limits acceptance to the terms and conditions stated herein, and any additional or different terms proposed by the Seller are rejected unless expressly assented to in writing by Buyer.  No contract shall exist except as herein above provided.
  2. Amendments: The parties agree that this purchase order, including the terms and conditions on the face and reverse side hereof together with any documents attached hereto or incorporated herein by reference contains the complete and final contract between Buyer and Seller; that no agreement or understanding to modify this contract shall be binding upon Buyer unless in writing and signed by Buyer & authorized representatives.  All specifications, drawings, and data submitted to Seller with this order or referred to by this order as hereby incorporated herein and made a part of this contract.
  3. Changes: The Buyer reserves the right at any time to make written changes in any one or more of the following: (a) Specifications, drawings and data incorporated in this contract where the items to be furnished are to be specially manufactured for the Buyer; (b) Methods of shipment or packing; (c) Place of delivery; (d) Time of delivery; (e) Manner of delivery and the quantities.  If any such change causes an increase or decrease in the cost of or the time required for performance of this contract an equitable adjustment shall be made in the contract price or delivery schedule or both.  Any claim by Seller for adjustment under this clause must be approved by the Buyer in writing before the Seller proceeds with such change.  Price increases shall not be binding on Buyer unless evidenced by a purchase order change notice or revision issued and signed by Buyer.
  4. Delivery: Time is of the essence in this contract, and if delivery of goods is not made in the quantities and at the times specified or rendering of services is not completed at the times specified, Buyer reserves the right without liability, and in addition to its other rights and remedies, to take either or both of the following actions: (a) direct expedited routings of goods (the difference in cost between the expedited routing and the order routing costs shall be paid by Seller); (b) terminate this contract by notice effective when received by Seller as to stated goods not yet shipped or services not yet tendered and to purchase substitute goods or services elsewhere and charge Seller with any loss incurred.  Seller shall be liable for excess transportation charges, delays or claims resulting from Seller's deviation from Buyer's routing instructions.  Neither party shall be liable for excess costs of deliveries or defaults due to causes beyond its control and without its fault or negligence, provided however, that when the Seller has reason to believe that deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay will be given immediately to Buyer.  If Seller's delay or default is caused by the delay or default of a subcontractor, such delay or default shall be excusable only if it arose of causes beyond the control of both Seller and subcontractor and without the fault or negligence of either of them and the goods to be furnished or services to be rendered were not obtainable from other sources in sufficient time to permit Seller to meet the required delivery or performance schedule.  Buyer will have no liability for payment of goods delivered to Buyer which are in excess of quantities specified in this contract and delivery schedules. Such goods shall be subject to rejection and return at Seller's expense including transportation charges both ways.  Buyer will not be liable for any material or production costs incurred in excess of the amount or in any material or production costs incurred in excess of the amount or in advance of the time necessary to meet Buyer's delivery schedules.
  5. Inspection and Acceptance: Payment for any goods under this contract shall not constitute acceptance thereof. All goods purchased hereunder are subject to inspection at Buyer's destination either before or after payment or before or after acceptance at Buyer's option.  Buyer reserves the right to reject and refuse acceptance of goods which are not in accordance with the instructions, specifications, drawings and data or Seller's warranties (express or implied).  Goods not accepted will be returned to Sales for full credit or replacement at Buyer's option and at Seller's risk and expense including transportation charges both ways.  No replacement of rejected goods shall be made unless specified by Buyer in writing.  Buyer shall not be liable for failure to accept any part of the goods, if such failure is the result of any cause beyond the control of the Buyer.  Among such causes, but not definitive thereof, are fires, floods, Acts of God, strikes, differences with employees, casualties, delay in transportation, shortages of cars, inability to obtain necessary materials or machinery or total or partial shutdown of Buyer's plant for any cause.  Acceptance of any part of the goods shall not bind Buyer to accept future shipments, nor deprive it of the right to return goods already accepted.  Acceptance of all or any part of the goods shall not be deemed to be a waiver of Buyer's rights either to cancel or to return all or any portion of the goods because of failure to conform to this contract, or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing costs, damage of materials or articles caused by improper boxing, crating or packing, and loss of profits or other special damages occasioned the Buyer such rights shall be in addition to any other remedies provided by law.
  6. Packing, Drayage and Containers: No charges for packing, drayage or containers will be allowed unless specified on the face of this order or specifically listed as an additional and separate charge on Seller's quotation and acceptance of this order.  Seller shall be liable for damage to materials or articles described herein caused by improper boxing, crating or packing.
  7. Seller's Warranties: Seller hereby warrants that the whole of the goods furnished hereunder shall be of merchantable quality and fit for Buyer's purposes and that they shall conform with Buyer's instructions, specifications, drawings and data.  Seller hereby further warrants that the whole of the goods furnished hereunder shall conform to all representations affirmations, promises, descriptions, samples or models forming the basis of this contract or in any correspondence or marketing materials provided to Buyer. Seller agrees that these warranties shall survive acceptance of the goods.  Seller further warrants that all services performed for or on behalf of the Buyer will be performed in a competent, workmanlike manner and shall be free from faults and defects.  Said warranties shall be in addition to any warranties or additional scope given by Seller to Buyer.  None of said warranties and no other implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a written purchase order change notice or revision issued and signed by Buyer.
  8. Property of Buyer: Unless otherwise provided in this order or agreed to in writing property of every description including but not limited to all tooling, tools, equipment and material furnished or made available in Seller title to which is in Buyer and any replacement thereof shall be and remain the property of Buyer.  Property other than material shall not be modified without the written consent of the Buyer.  Such property shall be plainly marked or otherwise adequately identified by Seller as "Property of Technology Research Corporation" and shall be safely stored separately and apart from Seller's property.  Seller shall not use such property except for performance of work hereunder or as authorized in writing by Buyer.  Such property while in Seller's possession or control shall be kept in good condition, shall be held at Seller's risk, and shall be kept insured by Seller, at its expense, in an amount equal to the replacement cost with loss payable to Buyer.  To the extent such property is not material consumed in the performance of this order.  It shall be subject to inspection and removal by Buyer and Buyer shall have the right of entry for such purposes without and additional liability whatsoever to Seller.  As and when directed by Buyer, Seller shall disclose the location of such property and/or prepare it for shipment and ship it to Buyer in as good condition as originally received by Seller, reasonable wear and tear excepted.
  9. Special Tooling: The term "special tooling" as used in this clause shall be deemed to include all jugs, dies, fixtures, molds, patterns, special cutting tools, special gauges, special test equipment, other special equipment and manufacturing aids, and drawings and any replacements of the foregoing acquired or manufactured or used in the performance of this order, which are of such a specialized nature that, without substantial modification or alteration their use is limited to the production of the supplies or parts thereof or performance of the services of the type required by this order.  The term does not include (a) items of tooling or equipment heretofore acquired by Seller or replacement thereof, whether or not altered or adopted for use in the performance of this order (b) consumable small tools, (c) general or special machine tools or similar capital items, or (d) tooling, title to which is in Buyer.  Seller agrees that special tooling shall be retained and not used or reworked except for performance of work hereunder or as authorized in writing by Buyer.  While in Seller's possession or control, Seller warrants that it will keep the special tooling in good condition fully covered by insurance and will replace it when lost, destroyed or necessary for performance of work hereunder.  Upon cessation or termination of the work under the order for which the special tooling is required, Seller shall furnish Buyer a list of the products, parts or services for the manufacture or performance of which such special tooling was used or designed and a list indicating where each item of the special tooling is located, and shall transfer title to and possession of the special tooling to Buyer for an amount equal to the unamortized cost thereof or dispose thereof as Buyer may direct in writing.  In addition, Buyer shall have the right to take possession of, including the right of entry for such purpose any special tooling title to which Buyer acquires hereunder without any additional liability whatsoever to Seller.
  10. Proprietary Rights: All technical information in the nature of designs, blueprints, specifications, engineering data for product or product knowhow, which is supplied to the Seller by the Buyer to facilitate or assist in the performance of this contract, shall unless otherwise agreed, be considered and kept confidential by the Seller, and the Seller will use and cause its employees and agents to use extreme caution not to disclose any such information either directly or by incorporation of such information in or its use in manufacturing products for others.  Additionally, Seller agrees to assign to the Buyer and not otherwise to make use of any invention, improvement or discovery whether or not patentable), conceived or reduced to practice in the performance of this contract by any employee of the Seller or other person working under Seller's direction, and such assignment shall be considered as additional consideration for the making of this contract.  Upon completion of performance of this contract, the Seller shall deliver to the Buyer any and all information relating to any such invention improvement or discovery, and shall cause employees or others subject to Seller's instructions to sign as appropriate all documents necessary or convenient to enable the Buyer to file applications for patents throughout the world and to obtain title thereto.
  11. Patent Indemnity Clause: The Seller agrees, upon receipt of  notification, to promptly assume full responsibility for the defense of any suit or proceeding which may be brought against Technology Research Corporation or any of its subsidiaries, constituent companies, agents or vendees, hereinafter for purposes of this Section collectively referred to as the Buyer, for alleged patent infringement, as well as for the alleged unfair competition resulting from similarity in design, trademark, or appearance of goods by reason of the use or sale of any goods furnished under this contract, except for goods manufactured entirely to Buyer's specifications and the Seller further agrees indemnity Buyer against any and all expense, loss, royalties, profits and damages, including court costs and attorneys' fees, resulting from the bringing of such suit or proceedings, including any settlement or decree or judgment entered therein.  The Buyer may be represented by and actively participate through its own counsel in any such suit or proceedings, if it so desires. The Seller's obligations hereunder shall survive acceptance of the goods and payment therefor by the Buyer.
  12. Indemnification: Seller further agrees to indemnify and serve Buyer harmless from any and all losses, liabilities, damages, claims, demands, suits, actions, proceedings, subrogations, and expenses, including court costs and reasonable attorney's fees, related in any way to this contract or the services performed or goods delivered under this contract except for goods manufactured entirely to Buyer's specifications, which are claimed or made by any person, firm, association or corporation, including tractors arising from any cause or for any reason whatsoever.  Seller further agrees, upon receipt of notification to promptly assume full responsibility for the defense of any and all such suits, actions or proceedings which may be brought against Seller or against Buyer in the event Buyer's machinery or equipment is used by Seller in the performance of any work that might be required under this contract, such machinery or equipment shall be considered as being under the sole custody and contract of Seller during the period of such use by Seller.
  13. Insurance: If this contract covers the performance of labor for Buyer, Seller agrees to indemnify and protect Buyer against all liability, claims or demands for injuries or damages to any person or property growing out of the performance of this contract. Seller further agrees to furnish insurance Carrier's Certificate showing that Seller has adequate insurance coverage in the following minimum amounts:  (a) Worker's Compensation-Statutory limits for State(s) in which work is to be performed.  (b) Comprehensive General Liability, including Contractual Liability Complete Operations/Products Broad Form Property Damage and Contractor's Protective Liability; if subcontractors are used.  Minimum limits Personal injury, including death and Property Damage $250,000 each occurrence, $500,000 aggregate.  (c) Automobile Liability, Including Owned, Hired and Non-owned vehicles.  Minimum limits - Bodily injury $250,000 each person, $500,000 each occurrence and Property Damage $250.000 each occurrence.
  14. Cancellation: Buyer shall have the right to cancel for default all or any part of the undelivered portion of this contract if Seller does not make deliveries as specified in the delivery schedule, if Seller breaches any of the terms hereof including warranties of Seller, if Seller makes an arrangement, extension or assignment for the benefit of creditors.  If Seller dissolves or otherwise ceases to exist or liquidates all or substantially all of its assets, if Seller becomes insolvent or if Seller generally does not pay its debts as they become due.  Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have in law or equity.
  15. Termination: The Buyer may terminate performance of work under the order in whole or from time to time in part by written notice of termination, whereupon the Seller will stop work on the date and to the extent specified in the notice and terminate all orders and subcontracts to the extent they relate to the terminated work.  Seller will promptly advise the Buyer of the quantities of applicable work and material on hand or purchased prior to termination and the most favorable disposition that the Seller can make thereof.  Seller will comply with the Buyer's instructions regarding transfer and disposition of title to the possession of such work and material.  Within 60 days after receipt of such notice of termination the Seller will submit all its claims resulting from such termination.  Buyer will have the right to check such claims at any reasonable time or times by inspecting and auditing the records facilities, work or materials of the Seller relating to this order.  Buyer will pay the Seller without duplication, the order price for finished work accepted by the Buyer and the cost to the Seller of work in process and raw material allocable to the terminated work based on any audit the Buyer may conduct and generally accepted accounting principles, less however, (a) the reasonable value or cost (whichever is higher of any items used or sold by Seller without the Buyer's consent, and (c) the cost of any defective, damaged or destroyed work or material.  Buyer will make no payments for finished work, work in process or raw material fabricated or procured by the Seller in excess of any order or release.  Notwithstanding the above payments made under this clause shall not exceed the aggregate price specified in this order less payments otherwise made or to be made and adjustments shall be made reducing the payments hereunder for costs of work in process and raw material to reflect on a pro rate basis any indicated loss on the entire contract had it been completed.  Payment made under this clause constitutes the Buyer's only liability in the event this order is terminated hereunder. Except as otherwise provided in this order the provisions of this clause will not apply to any cancellation by the Buyer for default by the Seller or for any other cause allowed by law or under this order.
  16. Compliance with Applicable Laws: These terms and conditions shall be governed by, and construed in accordance with, Delaware law, regardless of its choice of law provisions.  Seller agrees that, in the performance of this contract, it will comply with all applicable laws, statutes, rules, regulations or orders of the United States government or of any state or political subdivision thereof.  Without limiting the generality of the foregoing, Seller agrees that it will include on all invoices and that all invoices in order to be approved for payment must include the following statement "Seller represents that with respect to the production of the goods covered by this invoice, it has fully complied with all provisions of the Fair Labor Standards Act of 1938 as amended."
  17. Executive Orders: Agreement and Certificate pursuant to Executive Orders 11246, as amended by Executive Order 11375, 11625, 11701 and 11758.  The Seller agrees that the representations and provisions required by Executive Order 11246 as amended by Executive Order 11375 (Equal Opportunity) Executive Order 11625 (Minority Business Enterprises) Executive Order 11701 (Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era) and Executive Order 11758 (Employment of the Handicapped) are hereby incorporated and made a part of this contract.
  18. Waiver: The failure of Buyer to insist in any one or more instances upon the performance of any of the terms, covenants or conditions of this contract or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such terms, covenants or conditions of the future exercise of such right but the obligation of Seller with respect to such future performance shall continue in full force and effect.
  19. Assignment: None of the sums due or to become due not any of the work to be performed under this contract shall be assigned nor shall Seller subcontract for completed or substantially completed material called for by this contract without Buyer's prior written consent.

 

 

 

Exhibit A

Independent Distributor Purchase Order Clause - Active Components

Independent Distributors' procedures shall meet the requirements of IDEA‐STD‐1010 & SAE AS5553 and have a Quality Management System certified to ISO9001.

The original manufacturers Certificate of Conformance (C of C) and all traceability documentation shall be included with each shipment of parts. It shall include the manufacturer's name, part number, date codes, lot codes, serializations, and / or any other batch identifications. Seller is to contact Buyer in the event that the original OEM/OCM C of C and traceability documentation is not available. All inspecting and testing shall be performed to the original manufacturer's specifications and parameters. Recorded evidence of all testing performed shall be included with each shipment.

The following inspections and tests are required:

  • Visual Microscopy Inspection of all parts in the order under 10X minimum magnification (100%
  • of the lot)
  • X‐Ray inspection (100% of the lot)
  • XRF/RoHS (2 parts per lot date code)
  • Resistance to Solvents testing (2 parts per lot date code)
  • Heated Solvent testing (Dynasolve Immersion) (2 parts per lot date code)
  • Scrape testing (2 parts per lot date code)
  • Solderability testing per IPC/EIA J‐STD‐002 (2 parts per lot date code)
  • De‐lid, Die Penetrate, Die Verification (2 parts per lot date code)
  • Scanning Electron Microscopy (1 part per lot date code)

 

If suspect/counterfeit parts are furnished under this subcontract and are found in any of the goods delivered hereunder, such items will be impounded by Buyer. The Seller shall promptly replace such suspect/counterfeit parts with parts acceptable to the Buyer and the Seller shall be liable for all costs relating to the removal and replacement of said parts as specified in the subcontract requirements or Distributor's insurance policies. Buyer reserves all contractual rights and remedies to address grievances and detrimental impacts caused by suspect/counterfeit parts.

All occurrences of Suspect Counterfeit and/or Counterfeit parts will be immediately reported to ERAI.

Exhibit B

Independent Distributor Purchase Order Clause - Passive Components and Connectors

Independent Distributor's procedures shall meet the requirements of IDEA‐STD‐1010 & SAE AS5553 and have a Quality Management System certified to ISO9001.

The original manufacturers Certificate of Conformance (C of C) and all traceability documentation shall be included with each shipment of parts. It shall include the manufacturer's name, part number, date codes, lot codes, serializations, and / or any other batch identifications. Seller is to contact Buyer in the event that the original OEM/OCM C of C and traceability documentation is not available. All inspecting and testing shall be performed to the original manufacturer's specifications and parameters. Recorded evidence of all testing performed shall be included with each shipment.

The following inspections and tests are required:

  • Applicable electrical testing (resistance, capacitance, continuity) for the devices procured (1% AQL Level II)
  • Visual Microscopy Inspection of all parts in the order under 10X minimum magnification (100%
  • of the lot)
  • X‐Ray inspection for non‐glass diodes and tantalum capacitors (100% of the lot)
  • XRF/RoHS (2 parts per lot date code)
  • Resistance to Solvents testing (2 parts per lot date code)
  • Heated Solvent testing (Dynasolve Immersion) (2 parts per lot date code)
  • Scrape testing (2 parts per lot date code)
  • Solderability testing per IPC/EIA J‐STD‐002 (2 parts per lot date code)
  • Scanning Electron Microscopy for metal packaged parts only (1 part per lot date code)

 

If suspect/counterfeit parts are furnished under this subcontract and are found in any of the goods delivered hereunder, such items will be impounded by Buyer. The Seller shall promptly replace such suspect/counterfeit parts with parts acceptable to the Buyer and the Seller shall be liable for all costs relating to the removal and replacement of said parts as specified in the subcontract requirements or Distributor's insurance policies. Buyer reserves all contractual rights and remedies to address grievances and detrimental impacts caused by suspect/counterfeit parts.

All occurrences of Suspect Counterfeit and/or Counterfeit parts will be immediately reported to ERAI.

 

 

Exhibit C

Purchase Order Clause for Subcontractors and Contract Manufacturers

Only new and authentic materials are to be used in products delivered to Buyer. No counterfeit or suspect counterfeit parts are to be contained within the delivered product. Parts shall be purchased directly from the OCMs/OEMs, or through the OCM/OEMs Franchised Distributor. Documentation must be available that authenticates traceability to the applicable OCM/OEM. Independent Distributors (Brokers) shall not be used without written consent from Buyer.

Definitions

Counterfeit - a part that is an illegal or unauthorized copy or substitute of an OEM item; an item that does not contain the proper external or internal materials or components required by the OEM or that is not constructed in accordance with OEM specification; an item or component thereof that is used, refurbished or reclaimed but the Seller represents as being a new item; an item that has not successfully passed all OEM required testing, verification, screening and quality control but that Seller represents as having met or passed such requirements; or an item with a label or other marking intended, or reasonably likely, to mislead a reasonable person into believing a non‐OEM item is a genuine OEM item when it is not. Parts that have been modified pursuant to a specific L‐3 purchase order requirement, such as refinished, up‐screened, or up‐rated parts that are properly identified as such are not considered suspect or counterfeit.

Suspect Counterfeit - A part in which there is an indication by visual inspection, testing, or other information that it may have been misrepresented by the supplier or manufacturer and may meet the definition of a counterfeit part.

OCM - Original component manufacturer

OEM - Original equipment manufacturer

Franchise Distributor - A distributor with whom the OCM has a contractual agreement to buy, stock, re‐package, sell and distribute its product lines. Franchised distributors normally offer the product for sale with full manufacturer's warranty. Franchising contracts may include clauses that provide for the OCM's marketing and technical support, failure analysis and corrective action, and exclusivity of inventory.

Independent Distributor (Broker) - A distributor that purchases parts with the intention to resell them. Independent Distributors may be franchised for selected, but not all, product lines. For purposes of counterfeit risk mitigation, a distributor is considered independent when not franchised for the item to be procured.

 

639-00016 Rev C

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