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 warrants that it has or shall maintain a quality management system that includes a counterfeit mitigation plan such as AS6081, CCAP-101 or IDEA-1010B and statistical techniques for product acceptance. A QMS system shall also comply with SAE International, AS9120 Quality Management Systems – Requirements for Aviation, Space and Defense Distributors, or ISO 9001, Quality Management System Requirements, and ensure that persons are aware of their contribution to product and service conformity, their contribution to product safety, and the importance of ethical behavior. Seller further warrants that in the event a change in the quality management system occurs such as a change in Registrar or loss of accreditation the Seller shall notify NSC in writing within 3 days of receiving such notification. Seller must notify NSC if no such system exists. NSC reserves the right to cancel or modify any order upon 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These Conditions may not be added to, modified, superseded or otherwise altered, except in writing by an authorized NSC representative.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:
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. Supplier is required to not pre-screen lots or remove non-conforming or suspect counterfeit and/or counterfeit parts.
“If the seller determines that the parts may be nonconforming, suspect or counterfeit after the parts have shipped to North Shore Components, the seller must immediately notify North Shore Components.”
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:
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:
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:
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 – Seller 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.
FAR Requirements: Seller shall comply with the clauses identified in Federal Acquisition Regulation, 48 C.F.R. § 52.212(e), when applicable and you certify none of the goods sold to NSC contain any conflict minerals identified in Federal Acquisition Regulation 17 C.F.R.§ 240.13p-1. Moreover, by agreeing to these terms and conditions, you further certify none of the minerals contained in any of the goods sold to CTG have been sourced from any country identified in Federal Acquisition Regulation 17 C.F.R.§ 240.13p-1.
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. Packaging Requirements – Sellers providing Goods shall package Goods in accordance with the Original Manufacturer recommended packaging requirements and must be packaged to prevent electro static discharge damage and/or damage from moisture. Seller shall Preserve Product to meet Industry / Manufacturer Standards, storage temperatures and humidity controls. Seller shall package all items in suitable containers to permit safe transportation and handling. NSC’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.
10. Delivery of Goods – 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. If the Seller is shipping a box “overnight,” the Seller must notify by email the NSC Buyer at the following email address firstname.lastname@example.org. NSC must have an invoice listing all freight and handling charge before shipping the Goods to NSC. If seller does not ship goods per the freight method specified on the PO or does not use the indicated freight account listed on the PO, NSC reserves the right to not pay this freight charge.
Supplier shall issue a revised written quotation, if at any time its Supplier changes.
11. 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.
12. 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 one hundred eighty (180) 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.
13. 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 are found to be suspect counterfeit 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.
14. Product Impoundment and Financial Responsibility – NSC shall have the right to permanently impound Goods determined, in its sole estimation and discretion, to be suspect, fraudulent or confirmed Counterfeit Items. Seller understands and agrees that counterfeit goods have no value. NSC shall not be held liable for payment to Seller of the price of any Goods permanently 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 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.
15. Added Value Services Purchases – (includes but not limited to testing, tape and reeling, lead refinishing and special packaging). It is agreed and understood that added Value Vendors are fully responsible for any damage or loss incurred while the product is in their possession, the possession of their subcontractors, or any custodian the Added Value Vendor utilizes. It is further agreed and understood that the Added Value Vendor will reimburse NSC for any lost or damaged product, and damaged product deemed unusable by the customer. Added value Vendors agree to be responsible for any fraudulent activity including but not limited to fictitious, erroneous or incomplete test reports or results, sub-standard packaging or poor performance of contracted service.
THE RECORDING OF FALSE, FICTITIOUS OR FRADULENT STATEMENTS OR ENTRIES IN REGARD TO THIS ORDER MAY BE PUNISHED AS A FELONY UNDER FEDERAL STATUTE.
Aircraft Supplies: Seller shall certify whether all aircraft parts supplied were or were not subjected to conditions of extreme stress, heat or environment. Seller shall also disclose whether aircraft parts supplied were or were not obtained from any government or military services.
16. Right of Access – NSC, NSC’s Customers and/or other Regulatory Authorities shall have the right to access Seller’s facilities and audit Seller’s records pertaining to Good supplied under these Conditions. Evidence of records required to prove conformance to these conditions shall be maintained for a minimum of 10 years from the date that Goods ship to NSC.
17. 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.
Flow Down of Requirements: The Seller agrees and acknowledges that it shall flow down all applicable Purchase Order requirements to its supply chain.
18. 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.
Last Modified on 10/17/2017
All quotations and sales by North Shore Components Inc. (NSC) are subject to these terms and conditions; provided, however, in the event that the Customer (“Buyer”), have a written contractual agreement with NSC regarding their purchase of NSC products or services, then the terms and conditions contained in that agreement (supplemented by the non–conflicting terms contained in these Terms and Conditions) shall govern the quotations and sales of products purchased from NSC.
In the absence of a prior agreement, NSC uses F.O.B. Origin Freight Collect as the preferred method of shipping. This means that the Buyer pays and bears freight charges, owns goods in transit and files any claims. NSC responsibility for any loss or damage ends, and the title passes, when products are delivered to the Carrier, Customer or to the Customers’ agent (including, without limitation, any Testing House or Value Added Service Provider), whichever occurs first.
Payment of the total invoiced amount, without offset or deduction, is due 30 days from the invoice date or as otherwise approved in writing by NSC. On any past due invoice, NSC may charge:
(i) Interest from the payment due date to the date of payment at 1.5 % monthly finance change, plus reasonable attorney fees and collection costs; or
(ii) The maximum amount that is allowed under the applicable law if NSC’s interest rate is deemed invalid.
(iii) We reserve the right to charge your credit card at the point we receive the account details.
NSC warrants to the Buyer that the products sold by it shall meet OCM specifications as to form, fit and function. NSC cannot attest to the qualification testing of mil-spec components such as but not limited to JANTX, M38510 or 5962 devices without MFR traceability. Buyer must notify seller in writing within 30 days of receipt of any short shipments, damaged products or non-conforming issues.
Notwithstanding the foregoing warranty, damage to other property caused by any defects in the goods, damages based upon inconvenience, loss of use of the goods, loss of time, loss of profits, business opportunity, loss of goodwill, interference with business relationships or other commercial loss, even if advised of the possibility of such damages, are hereby expressly excluded.
Seller is not responsible or liable for any damage, whether special, incidental, consequential, direct or otherwise, and whether known or should have been known to Seller, including loss of property and personal injury resulting from any breach or warranty, the inability to use the goods or under any legal theory in contract or tort.
Seller’s sole liability hereunder is limited to the actual purchase price paid to the Seller or replacement of the defective goods, at Seller’s sole option. Except as otherwise set forth above, all goods listed or described on the invoice or shipping document are sold “as is” and Seller disclaims any and all other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.
Please see the 5 Year Warranty for additional information.
In addition, no warranty or guaranty by Seller, if any, nor any other rights accruing to Buyer hereunder, shall be assignable by Buyer to any other party, nor shall any subsequent re- purchaser or user of the goods purchased hereunder be entitled to any rights or benefits as a “third party beneficiary” of the Buyer.
All claims involving defective materials, packing errors and/or order discrepancies must be made within 30-days from the date of the invoice. Claims for shipping damage where shipping cartons or packages has any visible damage must be noted as an exception with the carrier upon delivery.
All returned products must be shipped prepaid and accompanied by an RMA number, which must first be approved and issued by North Shore Components, and which is clearly visible on the outside of the shipping container. Reimbursement for shipping charges will be determined by Seller on a case-by-case basis. All credits must be applied for in writing, and if approved, will be applied to future purchases unless otherwise agreed, in writing, by Seller.
Any sale, resale or disposition of products or related technology and/or documentation is subject to United States export control laws, regulations and orders, as well as applicable export and import control laws and regulations of other nations, when applicable. Buyer acknowledges sole responsibility and liability to obtain any license to export, re-export or import as required by law and agrees to hold Seller harmless and indemnify it from and against any costs, fines, or damages incurred by Seller as a result of a violation of Buyer responsibility. Export of products or related technology and/or documentation to Cuba, Iran, Sudan and Syria parties on the US Denied Parties list, either directly or indirectly, is strictly prohibited.
Restrictions also apply to products and related technology and/or documentation exported to Libya, North Korea, Iraq parties on the US Denied Parties list and certain other nations or political subdivisions thereof, and it shall be Buyers responsibility to ascertain all legal restrictions with respect to same.
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.
No course of dealing, usage of trade or business practices between the Seller and Buyer shall constitute an exception to or modification of any of the provisions herein stated. No amendment or modification of this agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorized Representative.
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.
Last Modified on 1/30/2017
North Shore Components (hereinafter “Seller”) hereby represents and warrants that the products supplied hereunder meet and conform to all requirements as stipulated on the Customer Purchase Order documents or drawings, and shall be free from defects in materials and workmanship and otherwise conform to the manufacturer’s specifications. The above warranty shall only apply to board level electronic components shipped from the Sellers location. The above warranty shall remain in effect for a maximum period of five (5) years from the date of Invoice (‘Warranty Period”), unless superseded by the manufacturer’s warranty, subject to the terms and conditions of this Limited Warranty. Where a manufacturer’s warranty exists, the manufacturer’s warranty shall supersede the seller’s warranty.
Should Seller breach this Limited Warranty, Purchaser’s sole remedy and Seller’s only obligation shall be the replacement or repair by Seller of such nonconforming products, F.O.B. Seller’s Bellport, New York office, or the refund of the price paid for such nonconforming products, at Seller’s option, upon the return of such nonconforming products to Seller’s principal place of business at Bellport, New York. Seller will not, in any event, be liable for any consequential, special, incidental, punitive or any damages (other than repair or replacement of defective goods and/or products or refund of the purchase price paid for such defective products as hereafter provided), nor for any loss or damage due to loss of use, loss of data, downtime, procurement of substitute goods or “cover”, loss of revenue, loss of profits or loss of goodwill. In any event, Seller’s maximum liability hereunder, whether resulting from breach of contract or negligence or otherwise, shall not exceed the purchase price of the product, pro-rated for the period of this limited warranty. SELLER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE GOODS AND PRODUCTS SOLD HEREUNDER.
This Limited Warranty does not apply to, and expressly excludes, the failure of any product caused by the Purchaser’s negligence, misuse (including any damage or deterioration or misuse relating to the handling, storage, transportation or installation of the product), repair or modification by others, or use that is inconsistent with the manufacturer’s recommended use of the product.
If a claim is made by Purchaser under and pursuant to this Limited Warranty, Purchaser shall first request, in writing, a Return Material Authorization (“RMA”) number from Seller, which claim and request shall be accompanied by:
a. written notification that Purchaser is invoking its rights under the Limited Warranty;
b. the products and all product components supplied have failed properly packaged and secured;
c. the original invoice for the product being returned and a detailed failure analysis report.
Once an RMA number is received by Purchaser, Purchaser shall then return the alleged defective product, FOB, to Seller’s facility, and specify the Seller assigned RMA number. Seller shall inspect any such Product for which an RMA has been issued, and if a defect covered by this Limited Warranty is identified, then, subject to the limitations set forth elsewhere herein, Seller shall either repair or replace the defective product within ninety (90) business days of receipt of the defective product by Seller or refund the purchase price, at its sole option. Seller reserves the right to void this warranty for any product returned without an RMA number issued in writing.
The Purchaser shall have no rights under this Limited Warranty if the Purchaser failed to fully pay to Seller, the full purchase price reflected on the invoice describing the product(s) being purchased and for all products and services on the invoice within the payment terms stated upon the customers’ purchase order.
Seller reserves the right to modify, cancel or terminate the Limited Warranty and/or its terms and conditions, at any time, in its sole discretion, prior to a claim being made by Purchaser hereunder, and any product purchased after the date of such cancellation or termination shall not be subject to or covered by this Limited Warranty, regardless of any prior course of dealing between the Purchaser and Seller.
These terms and conditions supplement, and do not supersede, the terms and conditions set forth on the invoice describing the product being returned by the Purchaser under this Limited Warranty. In the event of any conflict between these terms and conditions and the terms and conditions on the invoice describing the product being returned by the Purchaser under this Limited Warranty, these terms and conditions shall control.
The validity, enforcement and interpretation of this Limited Warranty is governed by the laws of the State of New York and the laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions. This Limited Warranty is deemed a contract entered into and delivered in the State of New York. Any claim brought in connection with this Limited Warranty must be brought in a court of competent jurisdiction in the County of Suffolk, State of New York, and each party expressly waives any right to allege forum non-conveniens as a result of the foregoing designated jurisdiction. This Limited Warranty is void where prohibited by law.
This Limited Warranty was created September 1, 2013.
This Limited Warranty has been revised and is effective on April 1, 2015.
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