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Terms and Conditions of Purchase
THESE TERMS AND CONDITIONS EXCLUSIVELY GOVERN ALL PURCHASES MADE BY VELOCITY ELECTRONICS ("BUYER") AND APPLY NOTWITHSTANDING ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS CONTAINED IN ANY DOCUMENT OR OTHER COMMUNICATION FROM SELLER. BY DELIVERING THE PRODUCTS (THE "PRODUCTS") DESCRIBED IN THE PURCHASE ORDER PROVIDED BY BUYER REFERENCING THESE TERMS AND CONDITIONS, SELLER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS WITHOUT MODIFICATION BY ANY PRIOR OR LATER COMMUNICATION FROM SELLER. BUYER’S FAILURE TO OBJECT TO ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN ANOTHER DOCUMENT OR COMMUNICATION SHALL NOT BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF OBJECTION THERETO.
Package and Condition
- Unless expressly provided otherwise in this contract, all products furnished by the Seller to the Buyer pursuant to this contract are guaranteed by the Seller to be authentic, new, in good condition, and in original manufacturer's packaging.
- Unless expressly provided otherwise in this contract, refurbished products, programmed products, packages with mixed date codes, products on cut-tape, and products with bent leads, formed leads, oxidized leads, or test markings will be rejected by the Buyer.
- All products supplied by the Supplier must meet manufacturer’s specifications for form, fit, and function for a minimum of one year. If the products do not meet those specifications, the Seller agrees to allow the Buyer to return the products, the Seller agrees it will issue a full refund to the Buyer, and the Seller agrees
it will be liable for all costs relating to impoundment, removal, and replacement of the faulty product.
- The Buyer reserves the right to open all packaging in order to inspect product and the Seller agrees that opened packaging is not a reason to deny the return of non-conformant product.
Suspected Counterfeit Products
- IF THE SELLER FURNISHES THE BUYER WITH SUSPECTED COUNTERFEIT PRODUCTS UNDER THIS PURCHASE AGREEMENT, SUCH ITEMS WILL BE IMPOUNDED BY THE BUYER.
- The Seller shall promptly replace such product with product acceptable to the Buyer and the Seller will be liable for all costs relating to impoundment, removal, and replacement of the suspected counterfeit product. The Buyer may turn such product over to the U.S. Governmental authorities for investigation and reserves the right to withhold payment for the product pending the results of the investigation.
- For these Terms and Conditions, counterfeit product is defined as product that has been copied or substituted without legal right or authority to do so, product whose material, performance, or characteristics are misrepresented, or product that is produced or distributed in violation of intellectual property rights, copyrights, or trademark laws.
Other Terms and Conditions
- The Seller is not authorized to make substitutions or changes for this order without prior written approval from the Buyer.
- The Seller must utilize an inspection program that ensures only new and authentic products are furnished to Buyer for this contract.
- Time is of the essence. Goods must be received by the Buyer on or before the due date listed above.
- The Seller shall notify the Buyer if the Seller becomes aware of nonconforming product related to this contract.
- The Seller shall notify the Buyer if the Seller becomes aware of changes in product definition.
- The Seller shall give access to the Buyer, the Buyer's customer, and regulatory authorities to all facilities involved in the order and to all applicable records.
- The Seller shall flow down all applicable requirements specified on this Purchase order to its supply chain.
- If the Seller is an authorized distributor, it shall notify the Buyer beforehand if the product it is selling either:
- Was not procured by the Seller directly from the original manufacturer or
- Has not been in the Seller’s control since being delivered from the original manufacturer.
- If Seller is providing Buyer with testing or other services, Seller must notify Buyer beforehand if any of the testing or services will be outsourced to another party.
- The Seller shall not supply Buyer with product that contains conflict minerals (tantalum, tin, gold or tungsten that originated in the Democratic Republic of the Congo or surrounding countries).
- All static sensitive material must be handled, marked, and packaged in accordance with ANSI/ESD S20.20.
- Seller's product, process control and quality records shall be retained at the seller's location a minimum of five years, unless otherwise specified on the purchase order.
- The Seller agrees to comply with the Electronic Industry Citizenship Coalition® Code Of Conduct.
- To the extent not exempt, the Seller shall abide by the requirements of US Code of Federal regulations 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. In addition, the Supplier will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. To the extent not exempt, the Supplier shall also abide by the requirements of 29 CFR Part 471, Appendix A.