Terms and Conditions

  1. For purposes of this document, Goods consist of those parts delivered under this Purchase Order that are the lowest level of separately identifiable items (e.g., articles, components, product, work, materials and assemblies).  “Counterfeit Goods” means goods that are or contain items misrepresented as having been designed and/or produced or procured under seller’s approved system or seller’s other acceptable method, substitutes or unauthorized copies of a product, a product as defined by the manufacturers’ part number identification, date code and manufacturers’ identification (logo, trademark) in which the materials used or the performance of rite product has changed without notice by someone other than the original manufacturer of the product, a substandard component misrepresented by the supplier, products that have been re-topped (black-topped), remarked or otherwise fraudulently altered and/or misrepresented by a 3rd party.  The term also includes approved goods that have reached a design life limit or that have been damaged beyond possible repair, but are altered and misrepresented as acceptable, and/or have been used or reclaimed and misrepresented as new.
  2. Seller shall not deliver Counterfeit, suspect-Counterfeit, or sub-standard goods to Buyer under this Purchase Order.
  3. Seller shall not disguise the pedigree of material or chain of ownership by removal of a previous seller’s name, nomenclature, or identification.
  4. Seller shall implement and appropriate counterfeit mitigation program acceptable to Buyer to ensure that it does not receive counterfeit goods into inventory, use them in manufacturing, or inadvertently provide them in products sold to Buyer.
  5. Seller shall only purchase goods to be delivered to Buyer, or goods incorporated into end items to be delivered to Buyer, directly from Original Equipment Manufacturers (OEM) or OEM authorized distributors.  Procurement of goods from any other source, (including, but not limited to independent distributors or brokers) requires identifying Sellers non-authorized supplier and the prior written approval of Buyer.  Seller shall maintain appropriate documentation authenticating traceability of the affected items to the applicable OEM for the retention period specified in the Purchase Order, and shall provide full traceability documentation to the Buyer, directly back to the applicable OEM and/or authorized distributor upon request.
  6. Counterfeit, suspect-Counterfeit, or substandard goods delivered or furnished to Buyer under this Purchase Order are deemed nonconforming.  If Seller becomes aware or suspects that it has furnished Counterfeit, suspect-Counterfeit, or sub-standard goods to Buyer under this Purchase Order, Seller shall notify Buyer within two (2) business days and promptly replace, at Seller’s expense, such goods with authentic, new and unused OEM or Buyer-approved parts that conform to the requirements of this Purchase Order.  Notwithstanding any other provisions of this Agreement, Seller shall be liable for all costs related to the replacements of such, including without limitation Buyer’s costs of removing such components, Buyer cost of installing conforming components, and any testing or validation necessitated by the installation of conforming goods after the offending components have been replaced.  Notwithstanding any other provisions of this Agreement, any limitation of liability set forth in this Agreement shall not be applicable to this clause.  The remedies contained in this article are in addition to any remedies Buyer may have at law, equity, or under other provisions of this Purchase Order.
  7. Seller shall include the substance of this article, (a) through (f) in lower tier subcontracts for the delivery of goods that will be included in, or furnished as, end-items to Buyer.

Download these Terms & Conditions