Spectrum Semiconductor Materials
Terms and Conditions of Purchase
The terms and conditions herein set forth constitute an offer by Buyer and may be accepted only on the exact terms set forth. Shipment and/or delivery by Seller of any of the goods covered hereby, or performance of services hereunder, shall in all cases constitute an unqualified acceptance of all the terms and conditions of the purchase order by Seller. Upon acceptance of the purchase order, the terms contained in this Agreement and the order(s), shall not be modified, or rescinded, except by a writing signed by Seller. Terms and Conditions of the purchase order shall be construed and interpreted under, and all respected rights and duties if the parties shall be governed by, the laws of the State of California without reference to its conflict of laws principle.
I. Acceptance and Warranty. By accepting the purchase order, Seller warrants, in addition to all other warrants, that: (a) all goods to be furnished hereunder shall be new, unless otherwise specified, free from defects in design, materials, workmanship and title, shall conform to Buyer’s specifications, drawings and data, and shall be fit for the use intended by the Buyer: and (b) any services or work performed by Seller shall be performed within acceptable quality and shall conform to any applicable specifications. Said warranties shall be in addition to any other warranties given to Buyer by Seller in addition to any implied warranties arising thereunder. Within two business days after receiving Purchase Order, the Seller shall send by either fax or email confirmation of received purchase order (confirming price, quantity and delivery) or an acknowledgement that the Seller received the Buyer purchase order. A firm and binding contract, obligating the Seller to sell the Products and Buyer to buy the products, shall only arise upon the issuance of a Purchase Order, and it shall be confirmed by the Seller.
II. Delivery. The Seller shall deliver the goods or provide the services to the address specified in the purchase order address (“Ship To”). All deliveries shall be made within the delivery dates specified in the purchase order. Seller shall immediately notify the Buyer in writing in any circumstances if there’s causes of delay or changes of delivery date. Unless otherwise agreed, the goods shall be delivered FOB (Incoterms 2010) to the place of delivery.
III. Changes. Buyer shall have the right to make changes in the purchase order. If such changes affect the price or the delivery date specified herein, Seller shall, before proceeding, secure approval, in writing of any changes in price or delivery. Buyer shall not accept billings for any changes in the order or for any goods shipped in excess of that called for in the purchase order without the Buyer written consent prior to such modifications.
IV. Termination. Buyer may terminate the purchase order, or any part thereof, for fault in the event of any default by the Seller or by failure to comply with the Buyer purchase order terms and conditions. In the event of termination for fault, Buyer shall not be liable to the Supplier for any amount for the goods or the services not accepted, and the Seller shall be liable to the Buyer for all rights and remedies Buyer maybe entitled to.
V. Progress Reports. When requested by the Buyer, Seller shall submit periodic written reports covering progress or status of specified purchase orders that shall contain the information specified by the Purchaser.
VI. Packaging and Labeling. The Seller shall provide and secure the packaging of the goods as it requires to prevent damages or deterioration during the transportation and subsequent storage. Seller shall mark or label the product with the Buyer part number, manufacture lot number and the date of manufacture or as specified information on the purchase order.
VII. Prices. Unless otherwise specified, all prices specified in the purchase order are firm and fixed. Seller price changes shall only be allowed unless agreed in writing with the Buyer.
VIII. Payment and Terms. Invoices shall be paid in accordance with the terms in this Agreement, and due dates for payments shall be computed from the date of receipt of invoices by the Seller.
IX. Taxes. Buyer shall reimburse the Seller only for the following tax payments with respect to transactions under this Agreement unless the Buyer advises Seller that an exemption applies: state and local sales and use taxes, as applicable. Taxes payable by the Buyer shall be billed as separate items on Seller invoices and shall not be included on the Seller prices.
X. Manufacturing Location Change, Product Change and Product Discontinuance. In the event that the Seller intends to close or change the manufacturing location of the Product, the Seller shall notify the Buyer in writing to that effect. Seller shall notify the Buyer of any other change which affects the form, fit, function, process, design (drawings), manufacturing components, or packaging of the Products. To allow the Buyer sufficient time to fully qualify any such changes, the Seller shall provide a minimum of six months’ notice in respect to any kind of changes to Product or location.
XI. Counterfeit Prevention. Supplier shall plan and have process control established to prevent the delivery of counterfeit product to Buyer’s premises. Process shall provide sufficient control to ensure product provided by the Seller for processing is not co-mingled or substituted by any counterfeit product. If the Seller is purchasing product from their Supplier, the Seller Supplier shall have control process in place to ensure product delivered to end user has documented traceability back to the original component manufacturer.
XII. Quality/On-Time Delivery Requirements. The Seller’s quality system shall conform to the requirements of the latest revision of ISO 9001 or AS9100. The Buyer reserves the right to always verify compliance. The Seller is expected to meet or exceed quality and delivery performance requirements as agreed upon based on specific type of service or product.
XIII. Corrective Action System. In the event that materials supplied under this contract is found not meeting all purchase order specifications, the Seller shall provide in writing a failure of analysis describing the root cause of the discrepancy and a corrective action which identifies what specific steps have been taken, to prevent the problem from recurring.
XIV. Material Traceability. In the execution of this contract the Seller shall maintain a system and all necessary documentation to provide traceability on all material supplied. Each shipment shall be identified by Buyer’s purchase order number, part number or manufacturing drawing number, lot number or batch number. Traceability shall include raw materials, component parts and critical processes used in the manufacturing cycle.
XV. Record Retention. Seller shall retain their documents of all purchased items. (e.g., Work Order or Lot Traveler, Material Analysis, Sub-tier Supplier documentation such as C of C’s, Test Data and other documents supporting the order materials, etc. for a minimum of ten years.)
XVI. Compliance with Laws. At all times, Seller shall strictly comply with all national, state and local laws, rules, regulations, ordinances, orders, licenses, permits, insurance and approvals and inspection in performance under this Agreement.
XVII. Export and Import. The Seller shall be responsible for obtaining and maintaining any export license(s) required for the delivery of the products. Seller shall issue all documentation which may be required by law, regulation or reasonably requested by Buyer regarding the export, import or re-export of the product.
XVIII. Sustainability. The Seller represents and warrants that it is in compliance with all applicable laws, rules and regulations of public authorities of any jurisdiction in work shall be performed under the purchase order. The Seller agrees to perform work under the purchase order with the highest ethical and responsible standards or behavior, having due regard to environmental protection, sustainable development, bribery, corruption, social and labor law.