These Terms and Conditions of Purchase (hereinafter referred to as "Condition(s)”) shall act as a binding agreement between North Shore Components Inc. (hereinafter referred to as "NSC”, a Corporation with its principle office at 9 Sawgrass Drive, Bellport, New York 11713 and the Receiver of this purchase order (hereinafter referred to as "Seller"). In consideration of the Conditions of this agreement NSC and Seller agree that the Seller shall furnish and deliver to NSC, all materials, supplies and or services (hereinafter referred to as "Goods), set forth in a purchase order (hereinafter referred to as "PO(s)”) issued under this agreement. For the consideration stated herein, NSC and the Seller may be referred to herein collectively as "Party" and/or as "Parties."

1. Quality Management System – Seller warrant that it has or 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. Seller further warrants that in the event a change in the quality management system occurs such as a change in Registers or loss of accreditation the Seller shall notify NSC in writing within 5 days of receiving such notification.

2. Goods Requirements – Seller agrees to provide Goods in accordance with these Conditions and PO. Upon acceptance of a PO or shipment of Goods, Seller shall be bound by the provisions of these Conditions; including all provisions set forth on the face of any applicable PO, unless Seller objects to such Conditions in writing prior to the shipment of Goods. Failure to obtain NSC prior written approval constitutes a material breach under the terms of this agreement.

These Conditions may not be added to, modified, superseded or otherwise altered, except in writing by an authorized NSC representative. Any of the following acts by the Seller shall constitute acceptance and understanding of these Conditions and the terms of the PO:

• Signing and returning a copy of these Conditions;
• Signing and returning a copy of the purchase order;
• Shipment or delivery of any goods referenced on the purchase order; and/or
• Return of Seller's own form of order acknowledgment.

All goods supplied with this PO shall be from the same date and lot code, unless otherwise agreed upon in writing by NSC. Seller shall ensure that only new and authentic products are delivered and endeavor to first purchase parts directly from the Original Component Manufacturer (OCM), their Authorized Distributors or Authorized Aftermarket Manufacturers. Supply of product that will not be provided by these sources is not authorized unless first approved in writing by NSC.

By acceptance of a PO the Seller warrants that the Seller will provide to NSC Personnel, NSC Customers and Regulatory Authorities the right of access to all facilities involved in the processing of a PO and all applicable documentation and records.

3. Material Condition Codes – Materials conditions codes acts as a means to further communicate and define NSC’s acceptance for the source of Goods. The following guidelines apply to all Goods purchased:

• Factory New (FN) – The FN Code is used when Goods must be purchased direct from a Manufacturer or Authorized Distributor and fully Supply Chain Traceability is required.
• Factory New Broker (FB) – The FB Code is used when purchasing Goods from an Unauthorized Distributor and fully Supply Chain Traceability is required.
• New (NE) – The NE Code is used when purchasing Goods from any Authorized Source and full Supply Chain Traceability may not be required.
• New Surplus (NS) – The NS Code shall be used when purchasing Goods from any Distributor or Broker without OCM traceability.

4. Supply Chain Traceability – The Seller shall maintain a method of Goods traceability that ensures tracking of the supply chain back to the manufacturer for all Goods supplied under a PO. Such traceability shall clearly identify the name and location of all supply chain intermediaries from the manufacturer to the direct source of the Goods for NSC and shall include Manufacturer identification information such as date codes, lot codes, serial number or other identifying characteristics.

This traceability requirement applies to new purchases of Goods, Goods in inventory and Goods transferred from Seller’s other business units. If traceability is unavailable or cannot be provided, NSC must approve this exception in writing upon the placing of PO.

5. Certificates of Conformity – The Seller shall approve, retain, and provide copies of Manufacturer Certificates of Conformance (CofC) when available. When a Manufacturer CofC is required it shall at minimum, include the following:

• Manufacturer's Name and Address
• Recipient Name and Address
• Manufacturer Part Number
• Materials identification, such as date codes, lot codes, serial numbers identifying characteristics.
• Quantity of devices in shipment from Manufacturer
• Device Type
• Date code and latest re-inspection date, if applicable
• Statement certifying Goods conformance and traceability
• Solderability re-inspection date, if applicable
• Signature, title and date of Manufacturer authorized personnel signing the certificate 

If applicable, the certificate shall include a statement indicating that alternate die/fab requirements are being used. When a Manufacturer’s CofC is not available, the Seller is required to provide a Supplier CofC. The Supplier CofC shall state that the Goods supplied have been sourced, procured and processed in accordance with these Conditions and the terms of the PO and include as a minimum the following:

• Distributor's Name and Address.
• Recipient Name and Address
• Manufacturer Part Number
• Quantity of devices in shipment.
• Latest re-inspection date, if applicable.
• Solderability re-inspection date, if applicable.
• Signature and date of transaction.

6. Department of Defense Priorities and Allocations – The purpose of DPAS is to assure the timely availability of industrial resources to meet current national defense and emergency preparedness program requirements and to provide an operating system to support rapid industrial response in a national emergency.

The Seller warrants that all NSC purchase orders if in support of an authorized program shall be given a priority rating of DX or DO. A DX rating is assigned to those programs of the highest national priority. A DO rating is assigned to those programs that are vital to national defense. An unrated order is a commercial order or a DoD order that is not ratable. A DX rating takes priority over a DO rating which takes priority over an unrated order.

A rated order shall be accepted or rejected, in writing, within 15 working days for DO rated orders and 10 days for DX rated orders

7. Commitment to Executive Order – Supplier will adhere to Executive Order 13224 on Terrorist Financing - Blocking Property and Prohibiting Transactions with persons who Commit, Threaten to Commit, or Support Terrorism, Effective 09/24/2001.

8. Tape and Reel Requirements – Sellers providing goods on cut tape must provide traceability to the Original Component Manufacturer (OCM) or a copy of the labeling information found on the original reel.

9. Delivery of Goods – Shall be made pursuant to the applicable purchase order. In the event Seller fails to deliver the Goods within the time specified, NSC may, at its option, decline to accept the Goods and terminate the Agreement. Seller shall package all items in suitable containers to permit safe transportation and handling. Applicable Electro Static Discharge requirements for the product being ship shall be maintained. NSC's purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.

If the Seller is shipping a box “overnight,” the Seller must notify by email the NSC Buyer and the NSC Shipping Department at the following email address This e-mail address is being protected from spambots. You need JavaScript enabled to view it This e-mail address is being protected from spambots. You need JavaScript enabled to view it this e-mail address is being protected from spam bots. You need JavaScript enabled to view it. NSC must have an invoice listing all freight and handling charge before shipping the Goods to NSC.

10. Payment – NSC shall pay Seller the amount agreed upon and specified in the applicable purchase order. Payment shall not constitute acceptance. Seller shall invoice NSC for all Goods delivered within ninety (90) days of delivery of Goods and must reference the applicable purchase order, and NSC reserves the right to return all incorrect invoices. Unless otherwise specified on the face of a purchase order, NSC shall pay the invoiced amount within forty-five (45) days after receipt of a correct invoice, unless otherwise stated and agreed upon.

11. Warranties – Seller warrants that all Goods provided will be new, unused and not refurbished. Refurbished parts, reprogrammed parts or parts with bent, formed or oxidized leads, test dots, or test markings will be rejected. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications to “fit, form, and function” for a period of ninety (90) days from the date of delivery to NSC or for the period provided in Seller's standard warranty covering the Goods, whichever is longer. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to NSC Seller's standard warranty and service guaranty applicable to the Goods. If NSC identifies a warranty problem with the Goods during the warranty period, NSC will promptly notify Seller of such problems and will return the Goods to Seller, at Seller's expense. Seller shall, at NSC's option, either replace such Goods, or credit NSC's account for the same.

12. Inspection – NSC shall have a reasonable amount of time after receipt of Goods and before payment to inspect Goods for conformity to the Manufacturers specifications. Goods received prior to inspection shall not be deemed accepted until NSC has determined whether the Goods conform to the Manufacturers specifications. All Goods received shall at minimum be inspected in accordance with the requirements of Independent Distributors of Electronics Association, Standard Acceptability of Electronic Components Distributed in the Open Market (IDEA-STD-1010) and any applicable industry recognized standard for the acceptability of electrical, electronic and electromechanical components.

Any Goods shipped to NSC or its designated party that is found to be suspect, fraudulent or confirmed counterfeit components will be subject to seizure and destruction by NSC or designated third parties, including Testing Houses, Federal or State Authorities.

NSC defines counterfeit as substituted or unauthorized copies of a product identified as being made by the OCM; in which the materials or performance of the product has been altered or misrepresented by someone other than the OCM. A counterfeit component may have been misrepresented by, but not limited to black-topping, remarking, fraudulently altered or misrepresented.

The Seller of such counterfeit or misrepresented products shall agree to reimburse NSC for the full purchase price of the product or Goods, as well as any related shipping, testing and destruction expenses. The Seller also agrees to be held solely liable for any personal injuries, loss of business, or other legal expenses stemming from the sale, transfer or use of counterfeit or misrepresented products, either knowingly or unknowingly. Furthermore, there is no warranty time limit for products found to be counterfeit or otherwise misrepresented.

13. Product Impoundment and Financial Responsibility – If Goods furnished under these Conditions, are deemed to be suspect, fraudulent or confirmed counterfeit such Goods shall be impounded. NSC shall not be under obligation to return such Goods to the Seller and may request proof of Financial Responsibility, such as a certificate of insurance for product liability or other evidence of professional liability. When required the Seller shall promptly replace and Goods with Goods deemed acceptable to NSC. Furthermore, the Seller shall be held liable for all cost relating to the impoundment, removal and or replacement Goods. Upon the receipt of such Goods NSC may turn over such Goods to Governmental Authority Office of Inspector General, Defense Criminal Investigative Service, Federal Bureau of Investigate or etc. for investigation and reserves the right to withhold payment for the Goods pending the results of the investigation.

14. Governing Law – This order and the performance by Seller and Buyer of the provisions hereof shall be governed by and brought in the courts of the County of Suffolk, State of New York, United States.

15. Entire Agreement – This Agreement is the complete, final and exclusive statement of the terms of the Agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and Agreements, whether oral or written, between them relating to the subject matter hereof. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller.