Terms & Conditions

 

TERMS AND CONDITIONS OF SALE

 

All quotations and sales by Globalwide Electronics Group (Seller) are subject to these terms and conditions, those on the front of this document and any addendum to these terms and conditions by Seller (collectively, ‘Customer Purchase Order’). All prior proposals, negotiations and representations, if any, are merged herein. Customer will be deemed to have assented to all terms and conditions contained herein by accepting any products, making any payments or ordering any products having previously received these terms and conditions. Upon acceptance of this quotation by Customer, this document shall become a contract subject to these terms and conditions.

1. Except as otherwise set forth on the front of this document: Terms of payment are net 30 days from invoice date; prices are FOB Sellers facilities; and prices do not include any taxes, freight, handling, duty or other similar charges, payment of which will be the sole responsibility of customer.

Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and one-half percent. Freight charges may be constructed on the basis of standard carrier tariffs and may not reflect actual transportation costs. Seller reserves the right to modify terms prior to shipment, require payment in advance, or delay or cancel any shipment or order by reason of customer’s creditworthiness or should customer fail to fulfill any obligation when due.

2. In the absence of prior agreement as to shipping, Seller may select a carrier. Sellers responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to customer, or to customer’s agent (including, without limitation, any test house or value added service provider), whichever occurs first. Customer will pay for storage charges if products are held by Seller at customer’s request pending instructions or rescheduled delivery.

3. Seller warrants those products assembled or customized by it against defects caused solely by faulty assembly or customization for 30 days after delivery. Seller warrants products for AS 6081 customers for a minimum of one (1) year that the product is reliable and free from defects, and will replace defective parts or refund original cost of product. All other products, and the components and materials utilized in any assembled or customized products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer’s standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by Seller or the manufacturer. Customer’s exclusive remedy, if any, under these warranties is limited, at Sellers election, to any one of (a) refund of customer’s purchase price, or (b) replacement of any such product. Customer acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY SELLER OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. SELLER ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR MANUFACTURER’S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO SELLER BY OR ON BEHALF OF CUSTOMER. Use of the customer’s part number on this document or on any products is for convenience only and does not constitute any representation by Seller with respect to the performance, specifications, or fitness of any part for any purpose.

4. Seller retains a purchase money security interest in all products sold by Seller to customer, and in the proceeds of any resale of such products, until the purchase price and any other charges due to Seller have been paid in full. Customer agrees to execute any financing statements Seller may request in order to protect Sellers security interest and hereby authorizes Seller to execute and irrevocably appoints Seller its attorney in fact for the execution of such financing statements. Upon any breach by customer of these terms and conditions, Seller will have all rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies will be cumulative and not exclusive. Customer is responsible for all costs and expenses incurred by Seller in collecting any sums owing by customer (which may include, but are not limited to, collection agency fees and costs, and reasonable attorneys’ fees). If Seller incurs costs collecting on any judgment arising out of customer’s breach, customer will be responsible for them, and this provision will survive the entry of any such judgment. Seller shall have the right to offset any sum owed by Seller or any Seller subsidiary to Customer against any sum owed by Customer to Seller or any Sellers subsidiary. All transactions are governed by the laws of the state of New York. The parties waive any right to trial by jury, and customer waives any right to assert any counterclaim, set-off or recoupment claims in any action brought by the Seller.

5. Products are deemed accepted by customer unless customer notifies Seller in writing within 10 days of delivery of product shortages, damage or defect. No returns may be made for any reason without a Return Authorization Form issued by Seller. If customer refuses to accept tender or delivery of any products or returns any products without authorization from Seller, such products will be held by Seller a waiting customer’s instruction for 20 days, after which Seller may deem the products abandoned and dispose of them as it sees fit, without crediting customer’s account.

6. Seller will not be liable for any failure or delay in its performance or in the delivery or shipment of products, or for any damages suffered by customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any Act of God, fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by Seller suppliers or any other cause or causes beyond Seller reasonable control. Seller reserves the right to cancel without liability any order, the shipment of which is or may be delayed for more than 30 days by reason of any such cause. Seller reserves the right to allocate in its sole discretion among customers or potential customers, or defer or delay the shipment of, any product which is in short supply.

7. This Customer Purchase Order contains the complete and entire agreement between the parties with respect to the subject matter of this Purchase Order. No other purchase order or other customer document will be deemed an offer or counter-offer and any such document is specifically rejected. Seller failure to object to any document, communication or act of customer will not be deemed a waiver of any of these terms and conditions. Any addition or change to these terms and conditions must be specifically agreed to in writing by a duly authorized officer of Seller before becoming binding on Seller.

8. If this Customer Purchase Order is placed under a contract with the United States Government, Seller agrees to comply with those contract provisions and regulations with which, pursuant to law, it must comply and of which customer has, at the time of order placement, placed Seller on notice. In no event will United States Government Cost Accounting Standards apply. All rights in technical data and software owned or licensed by Seller or the manufacturer are hereby reserved and deemed restricted or limited. No provision of customer’s contract with the government will be binding on Seller or the manufacturer except as expressly set forth in this paragraph.

9. Unless specifically otherwise agreed in writing by Seller, Customer acknowledges and agrees that products sold by Seller are not intended for and will not be used in life support systems, human implantation, nuclear facilities or systems or any other application where product failure could lead to loss of life or catastrophic property damage. Customer will defend, indemnify and hold Seller, and its officers, directors, employees, agents and advisors, harmless from and against any and all claims, suits, obligations, judgments, losses, damages and costs, including without limitation reasonable attorney’s fees and expenses arising out of or in connection with customer’s breach of the provisions of this paragraph.

10. Any or all products may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such regulations or restrictions. Any or all products may have been imported. Country of origin information is as provided to Seller by its suppliers and is, where applicable, located on the products themselves or the supplier’s innermost packaging thereof.

11. Seller certifies that it complies with all applicable requirements of Sections 6, 7 and 15 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.

12. Limitation on Liability: Except for the warranty coverage referenced in paragraph 3, above, NEITHER SELLERNOR ITS SUPPLIERS WILL HAVE ANY LIABILITY OR OBLIGATION TO CUSTOMER OR ANY OTHER PERSON FOR ANY CLAIM, LOSS, DAMAGE, OR EXPENSE CAUSED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE INADEQUACY OF ANY PRODUCTS FOR ANY PURPOSE, BY ANY DEFICIENCY OR DEFECT IN ANY PRODUCT(WHETHER OR NOT COVERED BY ANY WARRANTY), BY THE USE OR PERFORMANCE OF ANY PRODUCTS OR BY ANY FAILURE OR DELAY IN SELLER PERFORMANCE HEREUNDER. SELLER SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, COLLATERAL, DIRECT OR INDIRECT, SPECIAL OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUE, WORK STOPPAGE, IMPALEMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION OR INCREASED EXPENSES OF OPERATION, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE.

13. The performance of any value-added service may void the manufacturer’s warranty and render products non-returnable. Orders incorporating such services are, accordingly, non-cancelable and the products are non-returnable. Any third party value-added service provider is deemed to be an agent of customer.

14. Any software included in or relating to products is supplied by the manufacturer. Seller makes no representation or warranty with respect there to and will have no liability in connection therewith. Customer agrees to comply with the manufacturers or other requirements with regard to proprietary and similar rights in and to such software (including any requirement to enter into a separate license agreement and prohibitions against duplicating or disclosing the same), even if the seal on any “shrink wrapped” software has been broken by Seller, and will indemnify Seller against and hold it harmless from any and all liability, claims, suits, obligations, judgments, losses, damages and costs, including without limitation reasonable attorney’s fees and expenses arising out of or in connection with a breach or purported breach of such requirements.

15. Seller will make every effort to authenticate all products through its 4 tier counterfeit inspection process. However, it is understood and agreed that occasionally, due to the limited availability of product resources, information or electrical data, for a particular product, Seller may be unable to conduct a thorough investigation of a particular product or part. Accordingly, Seller shall provide Customer with a specified amount of time for Customer to evaluate such product or part independently (Customers Evaluation), as set forth in the attached addendum. After Customers Evaluation, Customer will then have the option to return such product to Seller within an allotted period of time. Seller will follow strict counterfeit disposal policies after receiving the returned product for any product which is believed to be counterfeit. Customer assumes all responsibility and liability upon acceptance of the product or part after Customers Evaluation. Seller specifically disclaims any and all liability whatsoever upon Customers acceptance of the product or part after Customers Evaluation.

16. All information pertaining to and the results of Customers Evaluation shall be deemed strictly confidential (the Confidential Information) and shall not be disclosed to any third party. If Customer is subpoenaed or otherwise ordered by a court to disclose the Confidential Information, Customer shall immediately notify Seller before responding to any such subpoena or court order in order to provide time Seller to seek a protective order or other appropriate relief. It is understood that a breach of this provision by Customer may cause irreparable harm to Seller the loss of which cannot be reasonably or adequately compensated in damages in an action at law.

17. This Customer Purchase Order imposes no obligation upon a Customer with respect to information that: (a) was in the possession of the Customer before receipt from Seller; (b) is or becomes a matter of public knowledge through no fault of the Customer; (c) is rightfully received by the Customer from a third party without a duty of confidentiality to Seller; or (d) is disclosed by Customer after receiving prior written approval from a duly authorized representative of Seller.

18. Seller may assign accounts receivable to a Seller affiliate. In order to defray the cost of customer account administration, any credit balance or other sum owed to customer which remains unclaimed by customer for a period of eighteen months will become the property of Seller.

19. No Customer Purchase Order may be cancelled, rescheduled or reconfigured without Seller prior written authorization and, in such event; Customer will be liable to Seller for any additional costs and expenses incurred by Seller.

20. Prices are subject to change by Seller upon Customer rescheduling or reconfiguration of Orders. Prices are also subject to change in response to supplier price increases, whereupon, Customer may cancel the undelivered portion of any affected Order by delivering written notice to Seller prior to the shipment thereof and within 10 days of its receipt of notice of the price increase.

21. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Customer Purchase Order.

22. The provisions of this Customer Purchase Order shall be interpreted in accordance with the laws of the State of New York without resort to said states Conflict of Law rule, and in accordance with its fair meaning and not strictly against either party. Any claims arising hereunder or relating hereto shall be prosecuted only in the appropriate court of the State of New York within the county of Suffolk. The parties hereby consent to venue and to the exercise of personal jurisdiction over them in such courts and agree not to make any claim or demand in any other jurisdiction or forum.

 

 

 

 

PURCHASE ORDER TERMS OF CONDITIONS

 

 

  1. Definitions: Words, as employed in this Agreement, shall have their normally accepted meanings. The following terms shall have the described meaning:
  • (a) “Buyer” shall mean Globalwide Electronics Group LLC and/or the entity identified as the Buyer in this Contract.
  • (b) “Contract” shall mean the Purchase Order, these General Terms and Conditions, and any special conditions appended hereto or documents incorporated herein.
  • (c) “Goods or Services” shall mean those Goods or Services identified in this Contract, which may be changed, from time to time by the mutual written agreement of the parties.
  • (d) “Seller” shall mean the party identified as the Seller in this Contract.
  1. Price: (a) Unless otherwise specified, the prices established by this Contract are firm fixed prices. Seller warrants that any unit prices charged herein do not exceed the unit prices charged by Seller to other customers in substantially similar transactions.

(b) In the event Seller is liable to Buyer for any amounts, Buyer may, at its election, set-off against any amounts payable to Seller under this Contract.

 

  1. Schedule and Delivery; Notice of Delay: Seller shall strictly adhere to all Purchase Order schedules. Time is and shall remain of the essence in the performance of this Contract. Seller shall notify Buyer, in writing, immediately of any actual or potential delay to the performance of this Contract. Such notice shall include a revised schedule and shall not constitute a waiver to Buyer’s rights and remedies hereunder.
  1. Inspection and Acceptance: (a) Buyer’s final acceptance of Goods or Services is subject to Buyer’s final inspection within sixty (60) days after receipt at Buyer’s facility or such other place as may be designated by Buyer, notwithstanding any payment or prior test or inspection.

(b) Seller and its suppliers shall establish and maintain a quality control and inspection program, including testing and verification, using statistical techniques and related instruction for product acceptance. Subject to applicable national security regulations, Buyer and Buyer’s representatives shall have the right of access, on a non-interference basis, to any area of Seller or Seller’s supply chain sub-tier premises where any part of the work is being performed. Seller shall flow this requirement down to its sub tier supply chain suppliers as a condition of this contract. Seller shall, without additional costs to Buyer, provide all reasonable in-plant accommodations, facilities, and assistance for the safety and convenience of the Buyer and the Buyer’s representatives in the performance of their duties.

(c) Seller shall keep and maintain inspection, test and related records, which shall be available to Buyer or Buyer’s representative. Seller shall allow copies to be made and shall furnish all information required by the Buyer or Buyer’s representative.

 

  1. Rejection: If Seller delivers nonconforming Goods or Services, Buyer may, at its option and Seller’s expense: (i) return the goods for refund or credit; (ii) require Seller to promptly correct or replace the Goods or Services; (iii) correct the nonconformance; or, (iv) obtain conforming Goods or Services from another source. Buyer shall specify the reason for any return or rejection of nonconforming Goods or Services and/or shall describe the action taken. Seller shall be liable for any increase in costs, including procurement costs, attributable to Buyer’s rejection of the nonconforming Goods or Services.
  1. Changes: (a) By written order, Buyer may from time to time direct changes for: (i) technical requirements; (ii) shipment or packing methods; (iii) place of delivery, inspection or acceptance; (iv) reasonable adjustments in quantities, delivery schedules or both; (v) amount of Buyer–furnished property; (vi) time of performance; and, (vii) place of performance. (b) If any such change causes an increase or decrease in the price or in the time required for its performance, Seller shall promptly notify Buyer thereof and assert its claim for equitable adjustment within thirty (30) days after the change is ordered, and an equitable adjustment shall be made. However, nothing in this provision shall excuse Seller from proceeding immediately with the directed change(s). Changes shall not be binding upon Buyer except when specifically confirmed in a written Purchase Order or Change Order.
  2. Force Majeure: The following events, and only the following events, shall constitute force majeure under this Contract: (a) acts of God or of a public enemy; (b) acts of Government; (c) fires; (d) floods; (e) epidemics; (f) quarantine restrictions; (g) strikes; (h) freight embargoes; and, (i) unusually severe weather. In each case, the failure to perform must be entirely beyond the control and without the fault or negligence of the Seller. Each party shall give the other immediate notice of any event that such party claims is a Force Majeure Condition that would prevent the party from performing its obligations hereunder, and of the cessation of the condition. A party’s notice under this Section shall include the party’s good faith estimate of the likely duration of the Force Majeure Condition.
  1. Termination for Convenience: (a) Buyer may, by notice in writing, direct Seller to terminate work under this Contract in whole or in part, at any time, and such termination shall not constitute default. In such event, Buyer shall have all rights and obligations accruing to it either at law or in equity, including Buyer’s rights to title and possession of the goods and materials paid for. Buyer may take immediate possession of all work so performed upon notice of termination. (b) Seller shall immediately stop work and limit costs incurred on the terminated work. (c) If such termination is for the convenience of the Buyer, Buyer, after deducting any amount(s) previously paid, shall reimburse Seller for the actual, reasonable, substantiated and allowable costs with the total amount to be paid by the Buyer being determined by negotiation.
  1. Termination for Default: (a) Buyer may, by written Notice of Default to Seller, terminate this Contract in whole or in part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller fails to: (i) deliver the goods or to perform the services within the time specified in this Contract or any extension; (ii) make progress, so as to endanger performance of this Contract; or, (iii) perform any of the other provisions of this Contract.

(b) Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Buyer, any partially completed goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information and contract rights (Materials) as Seller has produced or acquired for the performance of this Contract, including the assignment to Buyer of Seller’s subcontracts. Seller further agrees to protect and preserve property in the possession of Seller in which Buyer has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the Contract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller moneys otherwise due Seller for completed goods and/or Materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said goods and Materials. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by law or under this Contract.

 

  1. Goods Warranty: Unless stated otherwise in the documents accompanying these terms and conditions, Seller shall warrant all goods against defects in design and performance for a period of one year following delivery. If this Contract is for delivery of goods, Seller shall observe, comply with and afford Buyer all applicable Uniform Commercial Code warranties contained in the New York Consolidated Laws, and Seller hereby acknowledges that Buyer does not waive or accept any disclaimer of any such warranties.
  1. Right of Access: Unless stated otherwise in the documents accompanying these terms and conditions, Seller shall allow right of access to Buyer, Buyer’s Customer, and regulatory authorities to all facilities involved in the order, and to all applicable records.
  1. Notification of Nonconforming Product: Seller shall notify Buyer of any nonconforming product detected by the Seller prior to shipment or after delivery to the Buyer, and obtain Buyer approval for nonconforming product disposition.
  1. Notification of Changes in Product Definition: Supplier shall notify Buyer of any changes in product and/or process definition, changes of suppliers, and changes of manufacturing facility location that affects or could affect product acceptance.
  1. Disputes: The provisions of this Contract shall be interpreted in accordance with the laws of the State of New York without resort to said state’s Conflict of Law rule, and in accordance with its fair meaning and not strictly against either party. Pending final resolution of a dispute hereunder, Seller shall proceed diligently with the performance of this Contract and in accordance with all the Terms and Conditions contained herein and with the Buyer’s direction thereof. Buyer and Seller shall each bear its own costs of processing any dispute hereunder.
  1. Assignment: Neither this order nor any rights or obligations herein may be assigned by you nor may you delegate the performance of any of your duties hereunder without, in either case, the Buyer’s prior written consent.
  1. Release of Information to Public: Seller shall not, without the prior written consent of Buyer, make any release of information concerning this order or any other information related to Buyer (other than to Seller’s employees and subcontractors that is required for the performance of their duties), including copies of this order or identifying the items sold by Seller to Buyer, nor use the name of Buyer in any advertising or publicity, except as may be necessary to comply with proper legal demand.
  2. Purchase Order Confirmation: This order must be confirmed. Purchase order is not effective until Buyer receives a copy executed and signed by an authorized representative of the seller acknowledging the terms and conditions of this order. Shipment of merchandise also implies acceptance of the terms and conditions of this purchase order as well as the noted quality clauses. b) Any additional or different terms or conditions which may appear in any communication from Seller are hereby expressly objected to and shall not be effective or binding unless specifically agreed to in writing by Buyer’s Purchase Department. C) Buyer’s acceptance of gods shall not deem acceptance of any additional or different terms or conditions, unless such acceptance specifically recognizes and assents to their inclusion. D) Buyer reserves the right to cancel any purchase and return any product that does not have a signed confirmation.
  1. Shipping: All goods are to be shipped freight collect, F.O.B. destination by the specified carrier, unless otherwise stated. a) DO NOT CHARGE INSURANCE except upon Buyer’s written request. b) Regardless of F.O.B. point, Seller agrees to bear all risk of loss, injury, or destruction of goods and materials ordered herein which occur prior to acceptance by Buyer. c) No such loss, injury, or destruction shall release Seller from any obligations hereunder.
  2. Defective Product: Seller must guarantee a return for all defective products. a) Goods rejected by Buyer for whatever reason shall be held, transported and/or stored at Seller’s sole expense. Seller shall promptly reimburse Buyer for any such expenses. B) Defective product purchase COD will be returned COD to Seller or COD check will be cancelled, at Buyer’s discretion. c) Seller is responsible for all costs associated RoHS noncompliance returns and will accept a full return for all parts not meeting RoHS compliance criteria if necessary. d) Seller is 100% responsible for all monetary and/or rework costs associated with product failures in addition to any further cost whatsoever associated with product failures. e) If suspect parts/counterfeit parts are furnished under this agreement such parts shall be impounded by Buyer. Buyer may provide a sample batch Supplier for verification and authentication. In addition, Buyer reserves the right to send such items to the appropriate manufacturer and appropriate authorities for investigation. f) Seller shall be liable for all costs relating to impound, investigation, removal, or replacement of suspect/counterfeit parts.
  1. Complete Agreement: The Purchase Order, which includes any supplementary sheets, schedules, exhibits, and/or attachments annexed hereto by Buyer, contains the complete and entire agreement between the parties with respect to the subject matter of this Purchase Order, when accepted by acknowledgement, commencement, or performance. It supersedes any other communications, representations or agreements whether verbal or written. This Purchase Order may be accepted only on all the terms and conditions herein stated. Additional or different terms proposed by the Seller shall not be applicable, unless accepted in writing by the Buyer and made a part of this order. No acceptance by Buyer of or payment for goods ordered hereunder shall be deemed a waiver of the foregoing or an acceptance of any additional or different terms contained in any acknowledgement, invoice, or other form sent or delivered by Seller to Buyer.
  1. Products, Methods, and Processes: Any knowledge or information which the Seller shall have disclosed or may hereafter disclose to the buyer incident to the placing and filling of this purchase Order shall not, unless otherwise specifically agreed upon in writing by the buyer, be deemed to be confidential or proprietary information, and accordingly shall be acquired free from any restrictions (other than restrictions which may derive from a valid patent.)
  1. Packaging, Shipment, and Transportation: All charges for boxing, packing, crating, and storage are included in the price stated herein. Goods shall be suitably packed to secure lowest transportation costs and to conform to the requirements of common carriers and any applicable specifications, protecting and assuring that product integrity is maintained. All packages must bear Buyer’s Purchase Order number. If purchase terms are F.O.B. shipping point, Seller will conform to Buyer’s established routing and shipping instructions.
  2. Applicable Law: All questions concerning the interpretation, construction, performance, and enforcement of this contact and remedies in the event of default shall be resolved in accordance with the laws of the state of New York.
  1. Set-Off: Buyer shall be entitled, at all times, to set-off any amount owing, at any time, from Seller to Buyer against any amount payable at any time by Buyer in connection with this Purchase Order.
  1. Record Retention: Seller shall maintain records of this transaction and all associated records for a minimum of 10 years from date of shipment, unless otherwise specified in the Purchase Order.
  1. Flow Down of Requirements: The Seller shall flow down all applicable Purchase Order requirements to the supply chain.
  1. Suspected Unapproved and Counterfeit Parts Prevention: The Seller represents and warrants by acceptance of the order and certifies with each shipment of deliverables, that only new and authentic materials are used and they contain no counterfeit parts. The Seller shall only purchase authentic parts/components directly from the OEMs/OCMs or through the OEM’s/OCM’s authorized or franchised distribution chain. The Seller further represents and warrants that it has (or will have) and will make available to the Buyer, at the Buyer’s request, all acquisition/procurement documentation from the OEM/OCM or their authorized or franchised distribution chain, that authenticates traceability of each part, component, module or assembly of the Seller’s products or goods back to the applicable OEM/OCM. For purposes of this paragraph, “counterfeit parts” shall mean a part, component, module, or assembly or supplies whose origin, material, source of manufacture, performance, or characteristics are misrepresented. This term “counterfeit parts” includes, but is not limited to, (a) parts that have been (re)marked to disguise them or falsely represent the identity of the manufacturer, (b) defective parts and/or surplus material scrapped by the original manufacturer, (c) previously used parts pulled, repaired or otherwise reclaimed and provided as “new” or (d) parts that have reached a design life limit.

The Seller will establish and maintain counterfeit parts prevention and control plan. The purpose shall be to prevent the delivery of counterfeit parts and control of parts identified as counterfeit.

 

The Seller shall include the terms of the article in its subcontracts to the extent relevant.

 

  1. Industry Alerts: Seller must maintain a closed-loop process to use Industry Alerts/GIDEP to identify, control and correct potential nonconforming material, including: timely review and notification of Industry Alerts for potential impact to hardware; documenting impact assessment/disposition of Industry Alerts to evaluate for program impact (determination of actual usage of an alerted item); purging/quarantining of all affected stock, including work in process (WIP) and finished goods; customer notification of impact to already shipped stock, impact to delivery schedules, etc.; submittal of program Bill of Material (BOM) to GIDEP Operations Center for evaluation; and establishing process for handling GIDEP notifications that a submitted bill of material (BOM) contains an alerted item.
  1. Quality Management System: Seller must maintain an effective quality management system to ensure product and process integrity.
  1. Product Safety: Seller must maintain the state of the product so that it is able to perform to its designed or intended purpose without causing unacceptable risk of harm to a person or damage to property.
  1. Ethical Behavior: Seller must maintain and implement an ethics behavior program appropriate for its business throughout the performance of this contract.
  1. Product or Service Conformity: Seller must ensure that personnel have the appropriate skills and experience to handle and process the product or service conformity throughout the performance of this contract.
  1. Measurement Traceability: All equipment used for product acceptance, and for calibration must be traceable to international or national measurement standards (e.g., NIST).

 

FOR PURCHASE ORDERS REQUIRING AS 6081 THE FOLLOW REQUIREMENTS APPLY:

AS6081 Flow Down Requirements

  1. Definitions: Words, as employed in this Agreement, shall have their normally accepted meanings. The following terms shall have the described meaning:
  • (a) “Buyer” shall mean Globalwide Electronics Group LLC and/or the entity identified as the Buyer in this Contract.
  • (b) “Contract” shall mean the Purchase Order, these General Terms and Conditions, and any special conditions  appended hereto, or documents incorporated herein.
  • (c) “Goods or Services” shall mean those Goods or Services identified in this Contract, which may be changed, from time to time by the mutual written agreement of the parties.
  • (d) “Seller” shall mean the party identified as the Seller in this Contract.
  1. Guarantee of Product Source(s)
  1. Seller shall ensure that only new and authentic products are delivered to Globalwide Electronics Group LLC. Seller shall endeavor to first purchase parts directly from Original Component Manufacturers (OCMs), OCM Authorized (Franchised) Distributors, or authorized Aftermarket Manufacturers or from Suppliers who obtain such parts exclusively from the OCM or their Authorized Suppliers with OCM traceability. Supply of product that was not provided by these sources is not authorized unless first approved in writing by Globalwide Electronics Group LLC.”
  1. “Authorized (Franchised) Distributor Seller covenants, warrants, and represents that it has effective contractual agreements in place with each manufacturer whose product(s) it is procuring to sell to Globalwide Electronics Group LLC.

 

  1. Authorized (Franchised) Distributor Seller shall:
  1. Only ship products to Globalwide Electronics Group LLC that have been procured directly from the manufacturer.
  2. Not ship products to Globalwide Electronics Group LLC that has been procured from any other source without prior written consent from Globalwide Electronics Group LLC.
  3. Be considered an unapproved Independent Distributor for Products procured from other

Failure to obtain Globalwide Electronics Group LLC prior written approval constitutes a material breach under the terms of this agreement.

Authorized (Franchised) Distributor Seller will fully indemnify Globalwide Electronics Group LLC from any and all claims, losses, and damages that result from said breach. Globalwide Electronics Group LLC reserves the right to reject any and all requests for approval and require additional verification and testing of products.”

 

  1. Supply Chain Traceability

 

Seller shall maintain a method of item traceability that ensures tracking of the supply chain back to the manufacturer of all Electrical, Electronic, and Electromechanical (EEE) parts being delivered per this order. This

traceability method shall clearly identify the name and location of all supply chain intermediaries from the manufacturer to the direct source of the product for Globalwide Electronics Group LLC and shall include the manufacturer’s batch identification for the item(s) such as date codes, lot codes, serializations, or other batch identifications. This traceability requirement applies to new purchases of material, material in inventory and material transferred from Seller’s other business units. If this traceability is unavailable or cannot be provided, Globalwide Electronics Group LLC shall approve this exception in writing at the time of purchase order.”

  1. Test and Inspection Requirements

 

Seller shall establish and implement test and inspection activities necessary to assure the verification of purchased product.

Seller shall document and provide upon request all available tests and inspections results which were performed to assess and mitigate the risk of distributing fraudulent/counterfeit parts. Accept/reject criteria and sampling criteria shall be clearly defined or approved by Globalwide Electronics Group LLC.

Tests and inspections shall be performed by persons that have been trained in the product verification techniques that they perform and are formally trained based on demonstrated competency. Seller shall maintain records of training and methods used to demonstrate competency. Globalwide Electronics Group LLC shall inquire as to Seller’s inspection qualifications prior to placing an order.”

Personnel with responsibility for the detection of suspect/fraudulent/counterfeit indicators through use of Radiographic Inspection (e.g., X-ray and XRF) shall be trained and certified to NAS-410 National Aerospace Standard, NAS Certification Qualification of Nondestructive Test Personnel or equivalent.

  1. Certificate of Conformance (CoC)

Seller shall approve, retain, and provide copies of Electrical, Electronic, and Electromechanical (EEE) Manufacturer Certificates of Conformance (CoC) when available. In no case shall the manufacturer’s certificate be altered or show signs of alteration.

 

Manufacturer CoCs shall, at a minimum, include the following:

 

  1. Manufacturer name and address
  2. Manufacturer and/or Customer’s part number and dash number
  3. Batch identification for the item(s) such as date codes, lot codes, serializations, or other batch identifications
  4. Signature or stamp with title of <SUPPLIER’S> authorized personnel signing the certificate

Where manufacturer CoCs are not available, Globalwide Electronics Group LLC shall require Seller to provide the following signed and dated CoC:

 

‘Seller hereby attests that the parts provided under this purchase order are unused, unaltered and authentic and have not been salvaged, reclaimed, otherwise used, or previously rejected for any reason. This statement is based on rigorous supplier selection practices, supplier assurance practices, and tests and inspections of the specific parts supplied that are designed to prevent the supply of fraudulent/counterfeit parts.’

 

‘                 Seller’s certificates shall state that the products have been handled in accordance with the requirements of this document and include as a minimum the following:

 

  1. Manufacturer’s name
  2. Part number and product assurance level
  3. Globalwide Electronics Group LLC name and address
  4. Name and address of the Customer
  5. Quantity of the parts in the shipment
  6. Lot date code, as applicable
  7. Latest re-inspection date, if applicable
  8. Certification that the shipment is part of the shipment covered by the Manufacturer’s documentation
  9. Signature and date of transaction. An authorized signatory assigned by a corporate officer with responsibility for the product quality and reliability or their documented ‘

Seller shall maintain copies of certificates with lot records until the lot is completely shipped. Seller shall maintain the product and shipment traceability for a minimum of five (5) years after the date of the last shipment from each lot.”

  1. Quality Management System

 

Seller shall maintain a quality management system that complies with SAE International, AS9120 Quality Management Systems – Requirements for Aviation, Space and Defense Distributors, or ISO 9001, Quality Management System Requirements. Independent certification/registration is required unless specified by the Customer.

Suppliers that obtain certification/registration and subsequently change certification bodies (CBs), lose registration status, or are put on notice of losing registration status, shall notify Globalwide Electronics Group LLC within three (3) days of receiving such notice from its CB.”

  1. Product impoundment and Financial Responsibility

 

  1. Fraudulent/counterfeit parts have no value. For example, any Limitation of Warranties provision contained in the Supplier’s Terms and Conditions will be declared null and void if it is later determined that fraudulent/counterfeit parts or suspect fraudulent/counterfeit parts were received by the Organization from the

“Seller and Globalwide Electronics Group LLC hereby agree that fraudulent/counterfeit parts have no value and any contract documents establishing a transaction involving fraudulent/counterfeit parts shall be declared null and void.”

  1. Supplier has the right to agree with or verify the Organization’s

“Seller and Globalwide Electronics Group LLC hereby agree that if the OCM determines the suspect parts are authentic, then the decision is “final” and Seller and Globalwide Electronics Group LLC hereby agree that if Globalwide Electronics Group LLC or a testing laboratory chosen by Globalwide Electronics Group LLC determines that the electronic parts supplied are suspect/fraudulent/counterfeit, then Seller has the right to: (1) Agree with Globalwide Electronic Group LLC findings and the transaction will be voided; or (2) Verify Globalwide Electronics Group LLC findings by contracting with an Globalwide Electronics Group LLC approved and Seller recognized test laboratory (hereafter referred to as “lab”) for further verification.”

  1. Organization’s burden of

“Since any dispute between Globalwide Electronics Group LLC and Seller may be resolved in a civil proceeding whether in a court of law or in an arbitration, the appropriate burden of proof required for Globalwide Electronics Group LLC to establish that the suspect parts are fraudulent/counterfeit shall be preponderance of the evidence, which means that Globalwide Electronics Group LLC must establish that it is more likely than not that the suspect parts are fraudulent/counterfeit unless Globalwide Electronics Group LLC is trying to establish fraud, which would then raise Globalwide Electronics Group LLC burden of proof to a clear and convincing evidence standard. However, if for whatever reason, the issue of the authenticity of the suspect parts is raised during a criminal proceeding, then the burden of proof that the suspect parts are fraudulent/counterfeit shall be that the suspect parts are fraudulent/counterfeit beyond a reasonable doubt.”

 

  1. Product confiscation/destruction.

“If Seller accepts Globalwide Electronic Group’s LCC findings and chooses to immediately void the transaction, the suspect electronic parts will not be returned to Seller unless and/or until an independent lab agreed to by both Seller and Globalwide Electronics Group LLC determines that the electronic parts are not suspect fraudulent/counterfeit or fraudulent/counterfeit. Under these circumstances, Globalwide Electronics Group LLC shall retain possession of the suspect electronic parts for a time period at least as long as the applicable statute of limitations under the appropriate Authority(ies) Having   Jurisdiction   following   the   date   upon   which   Seller   received   notification from Globalwide Electronics Group LLC that it was choosing to immediately void the transaction between them. Once this period has expired, then   Globalwide Electronics Group LLC   shall have   the   absolute   right   to destroy   the   suspect   electronic   parts. If Seller exercises its right to have an independent lab determine whether the suspect electronic parts are fraudulent/counterfeit, and the lab verifies the findings that the subject electronic parts are either suspect fraudulent/counterfeit or fraudulent/counterfeit, then Seller must issue an immediate refund of all monies paid by Globalwide Electronics Group LLC. If the suspect parts are determined to be suspect counterfeit, fraudulent or counterfeit by the independent test lab, then the Seller of those parts shall be required to pay for all charges issued by the testing lab. If, however, the suspect parts are determined not to be suspect counterfeit, fraudulent or counterfeit then the Globalwide Electronic Group’s LLC of those parts shall be required to pay all of the charges issued by the testing lab.

 

Globalwide Electronics Group LLC and Seller agree that whether or not Seller refunds all monies paid by Globalwide Electronics Group LLC, Globalwide Electronics Group LLC shall have the absolute right to reacquire possession of the subject electronic parts from the lab in order to prevent the subject electronic parts from being offered for sale through any channels of distribution. In the event that Seller pursues its Supplier, either in civil or criminal proceedings, Seller shall have the right upon request to receive and use a mutually agreeable sample quantity of the parts sold for the purpose of pursuing its remedies. Upon completion of testing, samples will be returned to Seller who will then return them to Globalwide Electronics Group LLC. Globalwide Electronics Group LLC and Seller agree that Globalwide Electronics Group LLC shall have the right to destroy the suspect electronic parts after expiration of the applicable statute of limitations under the appropriate Authority(ies) Having Jurisdiction. Notwithstanding the above, if Globalwide Electronics Group LLC and Seller agree in writing that the parts can be immediately destroyed, the parts will be destroyed per their agreement so long as all civil or criminal actions, in which the suspect electronic parts are the subject of the action, have been completed.

 

 

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