STANDARD TERMS AND CONDITIONS OF PURCHASE ORDER
(Seller is called “Vendor” and Millennium Circuits Limited is called “MCL”, herein)
1. The terms and conditions stated in the Purchase Order shall constitute the entire contract between the parties hereto and no modification thereof will be binding upon MCL unless made in writing and signed by its authorized representative. Failure of MCL to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any right or remedies that MCL shall have or of any subsequent default hereunder. Shipping or receiving of any articles under this purchase order shall not be deemed, or be a waiver of any right for any failure by Vendor to comply with any of the provisions of this Purchase Order. Vendor understands that by producing the product on the Purchase Order they are agreeing and binding themselves to all the terms and conditions herein.
2. Material must be furnished at prices shown on MCL’s Purchase Order or as previously applied on MCL’s last order; otherwise revised quotations must be accepted by MCL prior to order production. Where duplicate copies of this order are sent to the Vendor, Vendor will sign and return one copy.
3. MCL’s count will be final on all shipments not accompanied by packing ticket. MCL reserves the option to accept or reject any over shipment of goods, those rejected will be returned at Vendor’s expense. MCL is not responsible for payment for over shipment of goods. Separate invoices must be issued for shipments applying against different Purchase Orders. MCL’s order number, item, and part number and Vendors packing slip number will appear on each invoice, package and bill of lading. No charge will be allowed for transportation, boxing, crating or other packaging except as provided in this order. Property shipped via water route should be insured in MCL’s interest against loss by shipper.
4. (a) Vendor agrees that all tooling, the price of which is itemized separately herein, shall become the property of MCL upon payment; therefore. Invoices shall be submitted for tooling after acceptance by MCL of sample or production parts for which the tooling was ordered. Such tooling shall be maintained in good condition and marked to permit accurate identification of same. Vendor may never discard tooling fixtures unless express written consent to do so is given by MCL.
(b) No design. tools, patents, drawing or other information supplied by MCL to Vendor for use in the manufacture of the articles contracted for herein, or which shall become the property of MCL under (a) herein, shall be used in the production, manufacture or design of any other articles for any other purchaser, nor for the manufacture or production of larger quantities than those specified except with the express consent in writing of MCL, and at the termination of this contract they shall be disposed of as MCL shall direct. Vendor agrees to maintain the confidentially of such design, tools, patents and drawings and acknowledges and agrees that such matters constitute trade secrets of MCL.
5. MCL reserves the right to cancel this Purchase Order and reject and return goods at Vendor’s expense if deliveries are not made in accordance with the delivery schedule specified. In case of default due to unforeseeable causes beyond Vendor’s control and without its fault or negligence, the Vendor shall promptly upon the beginning of such cause notify MCL in writing thereof; MCL shall grant an extension of time when, in its opinion, the facts Justify such action, but such extension shall be effective only if evidenced in writing by MCL. Vendor shall be liable for all damage incurred by MCL directly or indirectly resulting from Vendor’s breach of this or any other provision of this Purchase Order. MCL reserves the right to terminate this order or any part thereof at any time by written or telegraphic notice to Vendor. Upon such termination for any reason other than default or delay as provided herein, an equitable adjustment to the Vendor will be made.
6. (a) Vendor expressly warrants that all articles, materials, parts and work covered by this order will conform to the specifications, drawings, samples, or other description furnished or adopted by MCL and will be merchantable, of good workmanship and material, free from defect, arid fit for their intended use. Such warranties shall survive IPC-A-600 (Latest Revision) Class 2 inspection, test and acceptance. All material and workmanship shall be subject to inspection, test and count by MCL, the Government, or the prime contractor of the Government at all times and places whether during or after manufacture, If any of the articles shall be defective in material or workmanship or otherwise not in conformity with the requirements of this Purchase Order. MCL, in addition to its other rights, may reject the same for full credit or require prompt correction or replacement thereof at Vendor’s expense, including transportation charges. Vendor without additional charge shall permit reasonable access by representatives of MCL, MCL’s customers, and applicable regulatory agencies to Vendor’s premises (and the premises of Vendor’s subcontractors and suppliers) for the purpose of examining Vendor’s facilities, processes, products, goods, and records relating to this order.
(b) Vendor must furnish a Certificate of Compliance and Final Quality Control Report. At minimum, the C of C must contain: a statement which certifies the Vendor has manufactured or is supplying the product in accordance with Purchase Order requirements and Purchase Specifications, Purchase Order Number, Part Number, Drawing Revision Level, Ship Quantity, Date, Signature and Title of Responsible Company Official. At minimum, the Final Quality Control Report must contain: a Final Quality Assurance Report, Engineer Inspection Report, Hole Size Inspection Report, Micro-section, Micro section Report, Solder Sample, and Solderability Report. In addition, 4 test receipt printouts from the bare board open/short tester listing the part number, number of boards tested, number of boards passed, number of board fails must be stapled to Final Quality Control Report. Vendor agrees to keep and maintain all such records on file for at least 10 years.
(c) Vendor agrees to test every board from every production lot 3 times on the bare board tester for open and shorts. The first test is to be conducted before the solder mask is applied. The second and third tests should be done after production is complete. Vendor agrees to use two different workers to perform the second and third open and short tests.
(d) Vendor acknowledges and agrees not to provide boards with repaired traces or touch-ups without the express written consent of MCL.
7. Material supplied under this purchase order must be packaged in accordance with specific direction provided on attached drawings or specifications. Regardless of such direction, the Vendor continues to be responsible for protecting material from the hazards of contamination or physical damage encountered in transport, general handling, storage, and issue. Printed Circuit Board Vendors are responsible for vacuum sealing the product. Vendor agrees to pack a maximum of 10 single boards or 10 panels per each vacuum sealed pack. Vendor agrees to use cushioned foam around the perimeter of each carton. Cartons must be packed full. The maximum weight for each carton is to be 25 lbs (12kgs). If additional packaging is required to provide said protection, the Vendor must provide it, or contact MCL for direction.
8. The Vendor agrees to comply with all applicable Federal, State, and local laws, rules, regulations; and requirements and to Indemnify MCL against liability for Vendor’s failure to comply. If the material to be furnished under this order are to be used by MCL in the performance of a government contract or subcontract, those clauses of the applicable government procurement regulations which are mandatory required by federal statute to be included in government contracts shall be incorporated herein by reference.
9. The prices for the articles include all federal, state and local taxes from which the Vendor cannot obtain exemption. The amounts of any such taxes shall be shown, separately on the Vendors invoice.
10. This agreement shall govern the rights of the parties hereto, as the construction and effect to be given to every provision hereof; according to the laws of the State of Pennsylvania.
11. Vendor warrants that the articles will be produced in compliance with the Fair Labor Standards Act of 1983, as amended. All invoices must carry the following certificate in order to be paid: ‘Vendor represents that, with respect to the production of the articles and/or the performance of the services covered by this invoice, it has fully complied with all applicable provisions of the Fair Labor Standards Act of 1983.’ Vendor also agrees to comply with all laws restraining the employment or use by Vendor of any convict labor.
12. This Purchase Order may not be assigned or subcontracted in whole or in part nor may any assignment of any money due or to become due hereunder be made by Vendor without, in each case, MCL’s prior written consent. Payment to an assignee of any Claim under this order shall be subject to set off or recoupment of any present or future claim or claims which MCL may have against Vendor. Vendor agrees to consume all financial responsibility for damages, or claims executed against MCL by MCL’s customers, suppliers, and government agencies, due to nonconforming materials, services or work resulting from the Vendor assigning or subcontracting in whole or part to a third party without, in each case, MCL’s prior written consent.
13. MCL may, by a written order, change, add to or decrease the work to be done or materials to be furnished hereunder. An equitable adjustment of the price shall be made if justified by such changes. Vendor agrees to indemnify and hold harmless MCL from financial losses or damages the Vendor incurs due to cancellation of purchase orders due to the Vendors failure to meet MCL’s specified delivery schedule. Any claims for such adjustment must be asserted within 30 days from the date of notice of such change. No change shall excuse Vendor from
diligently proceeding with the work.
14. Vendor agrees to protect, indemnify and hold harmless MCL, its successors, assigns, customers and uses of its products, from patent liability of any nature or kind, including cost and expenses, including attorney’s fees, resulting from any actual or alleged infringement of United States letters patent (except patents owned or controlled by MCL) by any one thing; material, design, composition or fabrication supplied by Vendor under this Purchase Order, provided that this article is not, and shall not be construed to be applicable to any infringement of United States letters patent which results from the Vendor complying with specific written instructions furnished by MCL.
15. (a) Vendor agrees to provide a certificate of origin of the articles and materials covered by this Purchase Order, stating the country of origin when requested.
(b) Vendor agrees to protect, indemnify and hold harmless MCL, its successors, assigns, customer, arid user of its products, from United States or foreign Custom fees, actions, or penalties arising from any inaccuracy or misrepresentation, regarding the country of origin of the articles and materials covered by this Purchase Order.
16. Vendor shall notify MCL immediately in the event Vendor files for bankruptcy protection, or becomes aware of a possible labor strike.