Except for those prices, quantities, payment terms, delivery schedules, and other terms identified on the purchase order, contract or subcontract agreement or unless otherwise agreed to in writing signed by Aero-Space Computer Supplies, Inc., the terms and conditions specified below constitute the entire agreement, oral or written, between ASCS and any Supplier, and no other terms or conditions shall be of any effect. By accepting any order from ASCS, Supplier accepts such terms and conditions, and agrees ASCS objects to and rejects any additional or different terms in any purchase order or other communication, including without limitation any claim for percentage or other price increases or interest, except as specified above.
- Agreement: means the agreement between ASCS and Supplier consisting of these terms and conditions and the Order.
- ASCS: means Aero-Space Computer Supplies, Inc.
- Goods: means any goods, deliverables and/or any other materials ordered by ASCS from Supplier pursuant to an Order.
- Order: means the purchase order, contract or subcontract agreement and revisions thereto, incorporating by reference these conditions and instructions and all applicable data incorporated by reference thereto, issued in writing (including Orders issued electronically) by ASCS to Supplier.
- Services: means any services ordered by ASCS from Supplier pursuant to the Order.
- Supplier: means the seller or service provider to which ASCS issues the Order.
- Terms of Payment. Unless otherwise agreed to in writing by ASCS, ASCS will pay a Supplier invoice upon ASCS’s receipt and acceptance of Supplier’s products. All invoices must be in U.S. dollars. Supplier’s prices must include any local, state, national, or international taxes, freight, shipping, handling, customs, duties, tariffs, levies, dues, or other similar charges. ASCS reserves the right to modify payment terms should Supplier fail to fulfill any obligation when due. If Supplier fails to timely fulfill any obligation, Supplier acknowledges ASCS may terminate the Order, reject any non-conforming products, and sue for any resulting damages, among other remedies, and ASCS shall be entitled to recover its attorneys’ fees or other costs incurred in pursuing its rights, whether or not suit is commenced. All Orders are cancellable by ASCS until accepted by ASCS as set forth herein.
- Shipment and Delivery. Shipment or delivery dates or schedules are material terms, and time is of the essence. All deliveries must be insured by Supplier, at Supplier’s cost, until reaching ASCS’s designated shipping point(s). Title will not pass and Supplier assumes all risks of loss until delivery to ASCS, and Supplier is solely responsible for all shipping insurance ASCS requests.
- Special and General Warranty. SUPPLIER REPRESENTS ALL WARRANTIES AVAILABLE FOR PRODUCTS SOLD TO ASCS INCLUDE ANY APPLICABLE MANUFACTURER’S WARRANTIES, TO THE EXTENT SUCH WARRANTIES ARE ASSIGNABLE.
Use of the Supplier’s part number constitutes a representation by Supplier with respect to the performance, specifications, or fitness of any part for all purposes. Supplier agrees to replace defective or non-conforming parts and assume responsibility for consequential damages to ASCS from such defective or non-conforming parts. Supplier represents its products infringe no one’s intellectual property rights and agree to defend, indemnify, and hold ASCS harmless for any alleged or actual infringement or alleged infringement of any intellectual property rights. ASCS reserves all rights in technical data and software it owns, licenses, or manufactures.
- Acceptance and Return Policies. ASCS reserves the right to return any of Supplier’s products for a full refund within 60 days for any reason, and within 90 days for good cause.
- Force Majeure. ASCS will not be liable for any failure or delay in its performance, or for any damages suffered by Supplier by reason of such failure or delay, (and whether or not ASCS has been advised of the possibility of such damages), including, without limitation, any failure or delay caused by, or arising in connection with, any fire, flood, accident, riot, earthquake, severe weather, war, governmental interference or embargo, strike, shortage of labor, fuel, power, material or supplies, delay by ASCS or any other cause or causes beyond ASCS’s reasonable control. ASCS reserves the right to cancel any Order, the shipment of which is or may be delayed for more than 30 days for any such reason.
- Governing Laws. This agreement and all transactions hereunder are governed by the laws of the State of Minnesota, applicable to contracts entered into, accepted and to be performed wholly within Minnesota and without regard to applicable conflicts of law principles. Any proceedings for the enforcement of this agreement shall be brought in federal or state courts located only in Minnesota. The parties consent and submit to the jurisdiction of said courts.
- Record Retention and Access. All records, including but not limited to test reports, material certifications, and certificates of compliance, will be retained by Supplier as directed by statutory and regulatory requirements, or for a minimum of fifteen (15) years, whichever is longer. ASCS, customers of ASCS, and all government and regulatory agencies shall have the right to access and inspect (1) all applicable records, and (2) all applicable areas of Supplier and Supplier’s sub-tier suppliers involved with an Order.
- Export and Other Restrictions. Certain products may be subject to export or resale, restriction or regulation, and Supplier acknowledges it will comply with such regulations or restrictions and that ASCS relies on Supplier’s representations as to compliance with all laws. Supplier must provide ASCS with country of origin information, which must be, where applicable, located on the products themselves or the Supplier’s innermost packaging thereof.
- Modification of Orders. No Order may be canceled, rescheduled or reconfigured without ASCS’s prior written authorization and, in such event, Supplier will be liable to ASCS for any additional costs, damages, and expenses incurred by ASCS.
- Product Tolerances and Specifications.Any proposed change in product tolerances or specifications must be accepted in writing by ASCS.
Supplier will notify ASCS of changes in product and/or process definition, changes of suppliers, changes of manufacturing facility locations and obtain approval from ASCS for such changes.
- Supplier Certifications.Supplier must have a quality management and compliance systems implemented. Supplier certifies that (1) all products are provided directly from the original manufacturer or their authorized distributor’s network for all designated source, customer controlled or mil-spec. product; (2)when outsourcing or procuring materials from sub-tier suppliers, appropriate controls are in place to monitor sub-tier suppliers performance to ensure that procured materials or services conform to Order requirements; (3) all products are lot traceable and contain the manufacturer’s name; (4) all products are compliant with European Union directive (EU) 2015/863 in conjunction with European Union directive EU REACH 1907/2006; (5) no product contains any “CONFLICT MINERALS” as defined in the Dodd-Frank Act; (6) no product was made using forced-labor; (7) all products and materials received from outside sources are inspected and authenticated; and (8) the employees and contractors of Supplier are qualified to perform their job functions, and are aware of their contributions to product/service conformity, to product safety, and act within appropriate ethical guidelines; (9) Supplier has complied and will at all times comply with all applicable international, federal, state, and local laws, rules, and regulations for contracting with ASCS, including, but not limited to, Section 307 of the Tariff Act of 1930, as amended, the Countering America’s Adversaries Through Sanctions Act (“CAATSA”), and the requirements of the Federal Acquisition Regulations and Defense Federal Acquisition Regulation Supplement governing the prevention of human trafficking and related activities, including in employment and subcontracting; (10) Supplier has adopted controls to ensure its sub-tier suppliers and contractors comply with all applicable international, federal, state, and local laws, rules, and regulations. ASCS relies on Supplier’s certifications. Supplier agrees to defend, indemnify, and hold ASCS harmless for any alleged or actual violation of any applicable international, federal, state, and local laws, rules, and regulations by Supplier or by one or more of Supplier’s sub-tier suppliers or contractors.
- Shipment and Delivery. Supplier shall package and ship product Orders in accordance with Order requirements. In the absence of specific requirements, materials shall be packaged in accordance with accepted commercial packaging standards, packaged and preserved to prevent damage in shipment. Supplier’s shipments must equal exact amounts ordered unless otherwise agreed upon in writing by ASCS. Supplier certifies that all products will be delivered in boxes weighing less than 40 pounds, and total gross weight of each skid will weigh less than 3,000 pounds.
- Corrective Actions. Supplier shall notify ASCS of non-conforming materials supplied to them, and process ASCSs request for corrective action within 30 days.
Supplier shall respond to ASCSs request for material conformance inquiries for the purpose of determining acceptability of manufacturing to required specifications initiated by ASCS or ASCS’s customers. Supplier shall respond to corrective action requests on defective or potentially defective products or services within 15 days of receipt of such request. Supplier shall undertake any necessary actions to correct and/or prevent the occurrence of non-conforming materials and allow ASCS auditing to ensure such actions have been enacted and are effective.
- These Terms and Conditions of Sale are intended by Supplier and ASCS to constitute a final, complete and exclusive expression of their agreement, which cannot be modified, waived or amended without ASCS’s written agreement to do so. This agreement or any of the rights or obligations hereunder cannot be assigned by Supplier without ASCS’s prior written consent, and this agreement will be binding upon and will benefit the parties and their respective successors, heirs and permitted assigns. Supplier shall flow down ASCS requirements to all sub-tier suppliers.