Terms and Conditions

These General Terms and Conditions of Sale shall govern every agreement between Component Dynamics, LLC, a New Hampshire limited liability company, (the “Company”) having its principal place of business at Portsmouth, New Hampshire, USA and its customers (“Customers”) with regard to the Company’s products and services (“Products”).

 

1. General

1.1 These General Terms and Conditions of Sale govern the purchase and sale of all Products. Terms or conditions included in a Customer’s purchase order or other communication that are at variance with these General Terms and Conditions of Sale are rejected, unless specifically agreed to in writing by the Company. Trade custom, trade usage and past performance are superseded by these General Terms and Conditions of Sale and shall not be used to interpret them.

1.2 The invalidity or un-enforceability of any provision of these General Terms and Conditions of Sale shall not affect the validity or enforceability of any other provision thereof.

2. Orders and Acceptance

2.1 No purchase order, whether or not submitted in response to a quotation by the Company, shall be binding upon the Company until the Company has accepted the purchase order by issuing a written acknowledgement.

2.2 All purchase orders must be bona fide commitments showing definite quantities. Orders must be accompanied by sufficient information to enable the Company to fulfill the order forthwith. Where such information contains an alteration of specifications previously given by the Customer, the Company is at liberty to refuse such alterations or to adjust its prices to cover any cost increase anticipated by the Company.

2.3 A Customer may not cancel a purchase order accepted by the Company without the express written consent of the Company.

2.4 Whenever the Company in good faith deems itself insecure, it may cancel any outstanding purchase order; decline to make delivery of Products; revoke any extension of credit; reduce any unpaid debt by enforcing its security interest, created hereby, in all Products (and the proceeds therefrom) furnished to a Customer; and take any other steps it deems necessary or desirable to secure itself fully with respect to a Customer’s payment for Products furnished or to be furnished by the Company. The Customer shall indemnify the Company against any loss incurred by virtue of any action taken or not taken by the Company pursuant to this Section 2.

3. Delivery

3.1 Dates quoted by the Company for delivery of Products are approximate only. The Company shall not be liable for the delivery of products in advance of or subsequent to the date quoted for delivery, and time for delivery is not of the essence.

3.2 Unless otherwise expressly specified or agreed in writing, delivery of Products will be made F.O.B. the Company’s facility, and title in, risk of loss, and the right of possession to such Products shall pass to the Customer upon the Company’s delivery to a reputable carrier at Company’s shipping facility, and the Company is not responsible for damage or loss in transit, regardless of whether or not Customer may have the right to reject or revoke acceptance of the Products.

3.3 Unless otherwise expressly specified or agreed in writing, the Company shall be authorized to deliver the Products in parts and to send invoices for such partial deliveries.

4. Price

4.1 Prices for the Company’s Products are quoted, and payable, in U.S. dollars, and are subject to change without notice. All pricing and terms are confidential and shall not be used by Customer for distribution to a third party or to solicit competitive pricing.

4.2 Unless otherwise expressly specified or agreed in writing, prices quoted by or agreed upon by the Company shall be net prices, exclusive of:

4.2.1 costs of packaging, loading, transport, unloading, insurance, installation, assembly or other services, which, if applicable, will be added to the net prices;

4.2.2 applicable tariffs, import duties and related expenses; and

4.2.3 applicable federal, state or local taxes. Applicable taxes will be added to invoices by the Company where it has the legal obligation to collect such taxes, unless a Customer provides the Company with a valid tax exemption certificate.

5. Payment

5.1 Payment is made by a Customer when finally and irrevocably received by the Company.

5.2 Customer payments shall be made in accordance with the Company’s invoice or other written specifications. Payments by Customers with approved credit terms shall be made within 30 days after the invoice date.

5.3 Unless otherwise agreed in writing, payments shall first be allocated to interest and costs and then to the longest outstanding invoice.

5.4 Objections concerning an invoice must be made in writing and must be received by the Company within fourteen (14) days after the invoice date. No objection will suspend or postpone the due date for payment of the invoice. If the Company concludes that an invoice has been justly disputed, it will credit the appropriate amount to the Customer’s account or take such other action as may be appropriate.

5.5 The Company reserves the right to charge a late payment fee of 1.5% of the amount of all overdue accounts for each month, or fraction of a month, during which such overdue amounts remain outstanding. If a collection action is necessary to obtain payment, Customers will also be responsible for all costs of collection, including court costs and reasonable attorneys’ fees.

6. Acceptance

6.1 Any claimed defect in the quality or quantity of Products must be reported to the Company within 10 days of receipt, after which time Products will be deemed inspected and accepted. Claims regarding defects not discovered or discoverable during the inspection period shall be barred, except and to the extent that such claims are valid under the Company’s limited warranty.

6.2 Claims for damage to goods incurred during shipment shall be filed with the carrier.

6.3 Customers may not return Products, under warranty claim or otherwise, without prior written authorization from the Company and without obtaining a return authorization number from the Company. Return shipping costs shall, in all cases, be paid by Customer. If a Customer’s claim is valid, as determined in the sole discretion of the Company, the Company shall pay the costs of shipping the repaired or replacement Products to Customer.

6.4 Customer hereby waives its rights to set-off.

7. Warranty and Liability

7.1 The Company warrants, for a period of 30 days from the date of delivery, that the fit, form and function of all Products will conform to the specifications of its Customer’s purchase order. Customer assumes all risk and liability for the use of the Company’s Products, whether used singly or in combination with other products.

7.2 The foregoing limited warranty shall not apply if a defect or malfunction is the result of alteration, modification, foreign attachment, misuse, tampering, negligence, abuse or other like causes.

7.3 The Company will make available to Customer any transferable warranties, indemnities, and remedies provided to Component Dynamics by the manufacturer or its authorized distributors.

7.4 The Company’s entire obligation and Customer’s sole and exclusive remedy under the foregoing limited warranty shall, at the Company’s election, be limited to (i) replacement of the defective Product, or (ii) repayment of, or credit for, the purchase price of the defective Product, in each case upon return to the Company of the defective product. Selection among the foregoing remedies shall be at Company’s sole discretion and subject to Customer’s compliance with the Company’s return procedures.

8. Limitation of Warranties

8.1 CUSTOMER ACKNOWLEDGES AND WARRANTS THAT IT HAS SELECTED PRODUCTS BASED ON ITS PROFESSIONAL JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS MADE BY COMPANY, OR ANY AGENT, REPRESENTATIVE OR EMPLOYEE OF THE COMPANY, NOT SET FORTH HEREIN.

8.2 THE FOREGOING LIMITED WARRANTY EXTENDS ONLY TO CUSTOMER, AS THE ORIGINAL PURCHASER, AND EXCEPT FOR SUCH LIMITED WARRANTY, THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE OR VIRUS-FREE PERFORMANCE, AND ALL WARRANTIES OF TITLE, NONINTERFERENCE AND NON-INFRINGEMENT.

8.3 IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF USE, DATA, BUSINESS, PROFITS, GOODWILL, WORK STOPPAGE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE COMPANY HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM WHATSOEVER ARISING AFTER THE EXPIRATION OF THE WARRANTY PERIOD, REGARDLESS OF THE FORM OF ACTION.

The Customer’s rights and obligations arising out of these General Terms and Conditions of Sale may not be assigned to any third party, except with the prior written consent of the Company.

9. Assignment

10. Force Majeure

10.1 Non-performance by the Company shall be excused to the extent that performance is rendered impossible by (without limitation) war, strikes, fire, flood, governmental acts or orders or restrictions, failures of suppliers, disruption in electricity supply, non-availability of telecommunication services or any other reason where failure to perform is beyond the control and not caused by the gross negligence of the Company. If either of the parties is prevented by force majeure from fulfilling its obligations (other than an obligation to make payment) under any agreement for more than 30 calendar days, either party is entitled to terminate the agreement upon 30 days’ written notice to the other.

10.2 If, upon the occurrence of the event of force majeure, the Company has fulfilled part of its obligations or will be able to fulfill only part of its obligations, the Company shall have the right to send separate invoices for the Products delivered or capable of being delivered, and the Customer shall be obliged to make payment of the amounts invoiced.

11. Indemnification

Customer agrees to indemnify, defend and hold the Company, its managers, members and affiliates and their respective employees, officers and directors harmless from and against any and all claims, damages, costs, expenses and other liabilities (including attorneys’ fees and other costs of investigation and defense) caused by or arising out of Customer’s acts or omissions related to the performance of its obligations under its agreements with the Company or its use of Products.

12. Changes To These Terms And Conditions Of Sale

The Company reserves the right to change these General Terms and Conditions of Sale at any time without prior notice.

13. Notice

All notices required or permitted to be sent by one party to the other shall be given in the English language, in writing, and shall be deemed duly delivered when received via: (i) e-mail, provided that a written copy of such notice is promptly delivered thereafter; (ii) facsimile, provided that a written copy of such notice is promptly delivered thereafter; or (iii) an internationally recognized commercial overnight courier service.

14. Compliance with Laws

Each party shall comply with all applicable laws, regulations, court decisions and administrative rulings applicable to the purchase, sale or use of Products.

15. Export Terms

Customer agrees and acknowledges that the products are sold in accordance with U.S. Export Administration Regulations. Customer agrees to ascertain and comply with all applicable export and re-export obligations and restrictions, including without limitation, U.S. export and re-export controls and economic sanctions regulations. Customer further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Customer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. Customers receiving shipments at US destinations are solely responsible for complying with applicable U.S. export laws.

16. Legal Construction

All transactions to which these General Terms and Conditions of Sale apply shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States of America, without reference to any choice of law provision that would cause the laws of any other jurisdiction to apply. Disputes arising hereunder or pertaining to Products shall be subject to the exclusive jurisdiction of the courts of the State of New Hampshire, to which the parties hereby submit themselves.

1. GENERAL

These General Terms and Conditions of Purchase shall govern every purchase order issued by Component Dynamics, LLC, a New Hampshire limited liability company, (the “Buyer”) for goods and services from you, (the “Seller”) and expressly exclude a Seller’s general terms and conditions of sale or any other document issued by a Seller. Any attempted acknowledgment of a Buyer purchase order containing terms and conditions inconsistent with or in addition to the terms and conditions of the purchase order or these General Terms and Conditions of Purchase are hereby rejected and shall not bind the Buyer unless specifically accepted in writing by the Buyer.

1.1 A Buyer purchase order does not constitute an acceptance by the Buyer of any offer to sell, any quotation or any proposal of a Seller. References to any such offer to sell, quotation or proposal shall in no way constitute a modification of any of the terms and conditions of a Buyer purchase order.

1.2 The invalidity or unenforceability of any provision of these General Terms and Conditions of Purchase shall not affect the validity or enforceability of any other provision thereof or any provision of a purchase order.

1.3 The Buyer reserves the right to change these General Terms and Conditions of Purchase at any time without prior notice.

2. CONTROLLING LAW

All transactions to which these General Terms and Conditions of Purchase apply shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States of America, without reference to any choice of law provision that would cause the laws of any other jurisdiction to apply. Disputes arising hereunder or pertaining to products shall be subject to the exclusive jurisdiction of the courts of the State of New Hampshire, to which the parties hereby submit themselves. Each party hereby unconditionally waives its respective rights to a jury trial of any claim.

3. ORDERS AND ACCEPTANCE

3.1 A Buyer purchase order is an offer by the Buyer and expressly limits the Seller’s acceptance to the terms of the purchase order. No purchase order, whether or not submitted in response to a quotation by the Seller, shall be binding upon the Buyer until the Seller has accepted the purchase order by issuing a written acknowledgement.

3.2 The Buyer, at no cost to itself and at any time before shipment, may cancel a purchase order or make change in the scope or quantity of the products covered by the purchase order.

3.3 Whenever the Buyer in good faith deems itself insecure, it may cancel any outstanding purchase order previously accepted; decline to take delivery of products; and take any other steps it deems necessary or desirable to secure itself fully with respect to products furnished or to be furnished to the Buyer. Sellers shall indemnify the Buyer against any loss incurred by virtue of any action taken or not taken by the Buyer pursuant to this Section 2.

4. PRICE / PAYMENT

Undisputed invoices shall be payable in U.S. dollars pursuant to the terms of the Buyer’s purchase order. Except for any amounts disputed by the Buyer in good faith, the Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days after the Buyer’s receipt of Seller’s invoice. Unless otherwise stipulated on the face of a purchase order, the price of the products or services includes all packaging, transportation costs to the delivery location, insurance, customs duties and fees and applicable taxes, including, but not limited to, any manufacturer’s tax, occupation tax, sales tax, excise tax, value-added or consumption tax, customs duty, fee or charge of any nature whatsoever imposed by a governmental authority on or measured by the transaction between the Buyer and its Seller. The Buyer does not accept and will not pay any fines, penalties or chargebacks of any kind whatsoever. Invoices for goods or services purchased hereunder shall contain the following information: (a) Buyer’s Purchase Order number; (b) item numbers; (c) description of goods or services; (d) quantities; (e) unit prices (USD); (f) shipping dates; (g) tracking number; and (h) time and material charges and subcontract charges, if applicable. All invoices shall be sent to ap@component-dynamics.com.

5. WARRANTY AND LIABILITY

5.1 By its acceptance of a Buyer purchase order, Seller warrants and represents that (i) all products furnished under the purchase order are authentic, free of any liens, and free from all defects in design, workmanship and materials; (ii) all tangible goods, if they shall be new, are warranted to be new, free from defects in material, design and workmanship and, if applicable, shall be pure and unadulterated, (iii) the fit, form and function of all products will conform to the specifications of the Buyer’s purchase order, (iv) its products do not infringe upon any patents, trademarks, labels, copyrights, or other proprietary rights, (v) tangible products will be accurately labeled, contained, packaged and marked, and shall conform to any statement made on the containers, labeling and packaging, (vi) products sold “as per sample” shall conform and perform in all respects in accordance with the sample provided or shown, and (vii) that all services provided will be performed in a manner acceptable in the industry and in accordance with generally accepted standards for such services. Seller’s warranties shall run to the Buyer, its successors, assigns, customers at any tier and ultimate users and joint users.

5.2 Additional warranties for products that are software or include software: Seller warrants to the Buyer that Seller has full right, title and interest necessary to license the software to the Buyer free and clear of any claim of a third party. In addition, Seller warrants that (i) the software shall not contain (a) any software routine, code, or instruction, hardware component or combination of the foregoing (1) which permits unauthorized access to the Buyer’s IT network or the Buyer confidential information or (2) can disable, delete, modify, damage or erase software, hardware or data, or (b) any malicious code that can disable, delete, modify, damage or erase software or data; (ii) the software has received all required third party approvals, consents, permits and authorizations, including, without limiting the foregoing, all requisite approvals from all regulatory or governmental agencies to allow the Buyer to use the software as intended; and (iii) the software is compatible with the most current version of the operating system on which it is designed to function, and Seller shall, without additional cost to the Buyer, revalidate the software and make any modifications required to cause the software to meet or exceed its previous specifications within four (4) months after new versions, upgrades, patches, maintenance releases or service packs are made available by the publisher of such operating system and provide such re-validated versions of the software to the Buyer at no charge.

6. USE OF NAMES AND TRADEMARKS

Neither party shall use the names of the other party or any adaptation, abbreviation or likeness thereof, or any trademark, trade name, trade style or registered design that is the property of or currently in use by the other party, on any web site or in any printed materials, publicity, advertising, or for trade or other commercial purposes (including without limitation in Seller’s client or customer lists) without the prior written consent of the other party as to form, content and context, which consent may be revoked at any time upon written notice.

7. PUBLICITY

Seller shall not make any public statements (including issuing a press release, responding to media inquiries, making public presentations or publishing articles or other written materials) regarding the Buyer, Seller’s relationship with the Buyer, or services performed, or products provided to the Buyer, without its prior written consent.

8. SITE RULES / INSURANCE

Seller will conform strictly to all of Buyer’s site rules and regulations when performing services on Buyer’s premises, including but not limited to Buyer’s requirements for background screening workers. Seller shall obtain and maintain insurance adequate to cover any and all claims that could arise under the circumstances pertaining to the services to be provided.

9. NON-ASSIGNMENT / NO DELEGATION OF PERFORMANCE

Assignment of a Buyer purchase order or any interest therein or any payment due or to become due thereunder, without the written consent of the Buyer, shall be void. Seller shall not delegate its performance under a purchase order without the prior written consent of the Buyer. Any attempted delegation of performance by Seller contrary to the terms hereof is null and void.

10. INDEMNIFICATION

Seller agrees absolutely and unconditionally to indemnify, defend, and hold harmless the Buyer its managers, members and affiliates and their respective employees, officers and directors and the Buyer’s customers (collectively, “Indemnitees”) from and against any and all losses, claims, damages, liabilities, and expenses of any kind or nature whatsoever, including attorney’s fees, which may arise out of, result from, Seller’s (i) acts or omissions, and (ii) any allegation that its products or service infringe the intellectual property rights of any third party and (iii) any defectiveness or quality issues pertaining to the products or any part thereof.

11. CONFIDENTIALITY

Seller shall keep confidential any and all information provided by the Buyer and agrees that no acknowledgement or other information concerning pricing and other terms and services set forth in a Buyer Purchase order will be made public without the prior written consent of the Buyer.

12. RIGHT OF ACCESS

Seller and its subcontractors shall provide right of access to Buyer, its customers and regulatory authorities to all facilities involved in the performance of the manufacture or supply of the goods or services ordered hereunder and to all records of Seller or its subcontractors applicable thereto, including on -site audits if required.

13. CHANGES OR SUBSTITUTIONS

Seller shall not accept verbal changes to specifications, drawings, processes, external providers, manufacturing location, or Purchase Order requirements without written authorization from Component Dynamics. No substitutions, changes, or deviations from approved products, services, or processes shall be permitted without prior written approval. Component Dynamics reserves the right to reject products that do not conform to Purchase Order requirements.

14. NON-CONFORMING PRODUCT, PROCESSES, OR SERVICES

Seller shall notify Component Dynamics of any nonconforming products, services, or processes identified during or after fulfillment of the Purchase Order. Seller shall not ship non-conforming products without prior written approval from Component Dynamics. Nonconformities identified after shipment shall be reported immediately upon discovery, including applicable product identification, affected quantities, and known impact.

15. CORRECTIVE ACTION

Acceptance of this Purchase Order obligates the Seller to perform, upon request, a Corrective Action investigation when discrepant material is received at Component Dynamics. A written report shall be furnished, within a stipulated time period, which is specific and conclusive to prevent a recurrence of the discrepancy.

16. DOCUMENTATION

Component Dynamics shall not accept items delivered under the Purchase Order if the Seller fails to submit certifications or other documentation specified in the purchase order.

17. QUALITY MANAGEMENT SYSTEM

Seller shall maintain a Quality Management System appropriate to the products and services provided and intended to ensure compliance with applicable Purchase Order, quality, regulatory, and contractual requirements, including the prevention of suspect counterfeit, counterfeit, fraudulent, or otherwise nonconforming products.  Sellers that change certification bodies, lose certification status, or are notified of potential suspension or withdrawal of certification shall notify Component Dynamics.

18. AWARENESS

Component Dynamics reserves the right to require and request evidence that Sellers ensure their personnel are aware of:

a) Their contribution to product or service conformity;
b) Their contribution to product safety;
c) The importance of ethical behavior.

19. CONTROL OF EXTERNAL PROVIDERS

Sellers shall maintain controls over their external providers and sub-tier suppliers appropriate to the products or services supplied under this Purchase Order and shall retain objective evidence of such controls upon request.

20. FLOWDOWN

Seller shall flow down to external providers applicable Purchase Order requirements, including customer flow down requirements identified in the Purchase Order.

21. SELLER PERFORMANCE

Seller performance is continuously monitored based on on-time delivery, product quality, responsiveness, and compliance with Purchase Order requirements. Component Dynamics maintains a target on-time delivery performance of 95%, and Sellers are expected to meet applicable quality, traceability, documentation, regulatory, and contractual requirements. Sellers failing to meet performance expectations may be subject to corrective action, increased monitoring, Conditional status, or removal from the Approved Supplier List based on the severity, frequency, and risk associated with the nonconformance. Sellers associated with suspect counterfeit, confirmed counterfeit, fraudulent, or other serious nonconforming material may be immediately subjected to additional controls, Conditional status, or removal from the Approved Supplier List.

22. RECORD RETENTION

Seller shall retain all records for a minimum of ten (10) years from the date of order. This includes but not limited to: all available objective evidence and records pertaining to supply chain traceability and testing (e.g., packing lists, invoices, manufacturer’s Certificate of Conformance (CoC), Certificate of Conformance and Supply Chain Traceability (CoCT), test results, returned material documentation).  Seller shall notify Component Dynamics prior to destruction.

23. INSPECTION, VERIFICATION AND ACCEPTANCE

All products and services furnished under the Purchase Order are subject to inspection, test, verification, approval, and acceptance by Component Dynamics and/or its customer and will be subjected to Component Dynamics Counterfeit verification activities.

Component Dynamics may reject any products or services that fail to conform to Purchase Order, quality, regulatory, contractual, packaging, documentation, warranty, safety, shelf-life, traceability, or other applicable requirements, including products that are defective, damaged, improperly packaged, improperly documented, suspect counterfeit, or otherwise nonconforming.

Products rejected as nonconforming may be returned to Seller at Seller’s risk and expense, including applicable transportation, handling, inspection, and repackaging costs. Seller shall promptly replace, refund, or issue credit for rejected products at the discretion of Component Dynamics.

Buyer or its customer reserves the right to designate requirements for inspection, testing, verification, validation, and production process verification, including the use of statistical techniques for product acceptance where applicable

24. CERTIFICATE OF CONFORMANCE

A certificate of conformance shall accompany each shipment signed by its Quality Assurance Manager, or authorized designee, attesting that the parts provided under this purchase order are unused, unaltered and authentic and have not been salvaged, reclaimed, refurbished or pulled from any electronic application, or previously rejected for any reason.

The certificate of conformance shall be legible and include Component Dynamics Purchase Order number, part number, and revision letter (unless otherwise specified on the purchase order), quantity, date code, lot, country of origin, serial number, and date of shipment as applicable.

25. MANUFACTURER’S CERTIFICATE OF CONFORMANCE

When available and/or required by the Purchase Order, Seller shall provide original manufacturer certificates and applicable traceability documentation. Manufacturer certificates shall not be altered, modified, redacted, or show evidence of alteration.

Documentation shall identify the manufacturer, applicable part number, batch/lot identification, and include signature, stamp, or other authorization by responsible personnel, where applicable. Documentation shall certify that the product was manufactured in accordance with applicable manufacturer drawings, specifications, processes, and requirements.

Where applicable:

a) FAA-approved products shall identify the applicable FAR authorization basis (e.g., PMA, TSOA, PC, or other applicable approval).
b) Military specification products shall reference the applicable MIL specification.
c) Commercial products shall be certified as manufactured in accordance with the manufacturer’s established design, process, test, and specification requirements.

26. CALIBRATION OF INSPECTION, MEASURING AND TEST

Suppliers performing inspection, measurement, testing, or calibration activities in support of product conformity shall maintain a calibration system. Calibration standards shall be traceable to NIST or equivalent national standards. Where applicable, calibration certificates shall include traceability information and “As Found, As Left” data for equipment found out of tolerance.

27. COUNTERFEIT AVOIDANCE

Seller shall not deliver and shall prevent the use of suspect, fraudulent, or counterfeit parts to Buyer under this Purchase Order. Seller shall:

a) Not pre-screen homogenous lots to remove non-conforming, defective, suspect counterfeit, or counterfeit EEE Parts prior to performing inspection and/or testing.
b) Source directly from original component manufacturers (OCMs) or authorized distributors whenever available and commercially practical.
c) Provide evidence of authorized distributor status upon request. Sources that are not authorized by the OCM shall be considered Independent Distributors.
d) Establish and implement inspection activities necessary to verify product conformity and meet Purchase Order requirements
e) Maintain available supply chain traceability; and if this traceability is unavailable or cannot be provided, Buyer shall approve this exception in writing at the time of purchase order.
f) Document and provide upon request available inspection and test results used to assess and mitigate counterfeit risk and shall ensure personnel performing such inspections are trained in the detection of fraudulent/counterfeit parts.
g) Ensure that counterfeit avoidance controls are applied through its applicable supply chain and maintain records demonstrating implementation of such controls upon request.

Suspect or confirmed counterfeit parts shall be handled in accordance with Section 28 Counterfeit Product Impoundment and Financial Responsibility.

28. COUNTERFEIT PRODUCT IMPOUNDMENT AND FINANCIAL RESPONSIBILITY

Fraudulent/counterfeit parts have no value. Any warranty limitations in the Seller’s Terms and Conditions are null & void if such parts are received.

a) If the OCM determines the suspect counterfeit EEE parts are authentic, then the decision is “final”
b) If the parts are found to be suspect, the Seller can either agree or verify through a Buyer approved test facility
c) If Seller requires a return, Buyer and Seller will agree on a sample of the suspect parts to be sent to one or more agreed independent 3rd Party Buyer-approved test facility(ies) for further evaluation at the Sellers expense.
d) Suspect parts are not returned unless an accredited 3rd Party independent test facility confirms they are not fraudulent.
e) In the event Buyer paid for the parts Seller shall refund the purchase price and be responsible for reasonable costs associated with investigation, testing, replacement, and disposition of confirmed counterfeit material
f) Buyer reserves the right to retain, quarantine, destroy or turn over confirmed counterfeit parts to the US Government or local authorities.  Buyer reserves the right to withhold payment for the items pending the results of the investigation.

29. PACKAGING AND SHIPPING INSTRUCTIONS

Packaging and Preservation

Unless otherwise specified in the Purchase Order, Seller shall use commercially accepted practices for preservation, packaging, handling, storage, and shipment of products to prevent contamination, foreign object debris (FOD), ESD damage, deterioration, moisture exposure, or physical damage during storage and transportation. Each package shall be identified with the applicable Purchase Order number, date shipped, packing slip number and labeled using ESD compliant packaging standards.

Shipping and Delivery

Seller shall deliver products in the quantities and by the delivery dates specified in the Purchase Order. Deliveries shall be made during Component Dynamics normal business hours to the location specified in the Purchase Order or as otherwise directed by Component Dynamics. Seller shall bear all shipping costs and risk of loss or damage until delivery is completed. Shipping terms are FOB destination unless otherwise specified.

Shipments shall be shipped via courier listed on the purchase order and reference Buyers purchase order on the bill of lading. Do not insure shipment unless specifically authorized in writing. Seller shall ensure that all items are correctly classified. Seller shall provide shipment notification when products are released to the carrier for transportation.

Shipment Documentation

Each shipment shall include an itemized packing slip identifying the applicable Purchase Order number, products shipped, quantities, and other information necessary to identify the shipment. The Component Dynamics Purchase Order number shall be visible on external packaging and shipping documentation. Country of origin information and other required shipment documentation shall be provided where applicable.

Charges and Routing Compliance

Charges for packaging, crating, boxing, bagging, storage, handling, or related activities shall not be allowed unless specifically authorized by the Purchase Order. Unauthorized charges and/or additional fees due to incorrect classification or country of origin will incur a charge back. Seller shall be responsible for costs associated with shipping, routing, packaging, labeling, documentation, or delivery errors, including unauthorized premium freight charges.

Schedule Changes

Component Dynamics may request revised delivery schedules or delayed shipment dates, and Seller shall reasonably cooperate with such requests.

30. SHELF-LIFE

If materials are age-sensitive, the Seller shall provide the date of manufacture, usable shelf life, expiration date, any special storage conditions, and applicable safety warnings with each shipment. A Safety Data Sheet (SDS) shall be provided where required by applicable regulations. Unless otherwise specified by Component Dynamics or approved in writing, age-sensitive materials shall have a minimum of 85% remaining shelf life at the time of shipment.

31. FOREIGN OBJECT DEBRIS (FOD)

Seller shall establish and maintain an effective FOD prevention program through a Continual Improvement approach that proactively addresses and controls the events (conditions and actions) leading to FOD.

32. BUYER FURNISHED MATERIAL

When Component Dynamics furnishes material, the Seller’s System shall provide for the following:

a) Examination upon receipt for transit damage,
b) Verification of quantity,
c) Storage against damage,
d) Improper use or disposition.

The Seller must furnish certification that the parts used were those furnished by the Buyer and no un-authorized substitution was made.

33. CODE OF CONDUCT

Seller shall comply with applicable laws and regulations and maintain standards of ethical business conduct consistent with the Component Dynamics Supplier Code of Conduct.

34. DATA PROTECTION

Seller shall implement and maintain administrative, physical, and technical safeguards(“Safeguards”) that meet or exceed relevant industry standards and that protect the security and privacy of Personal Information. Seller will not permit access to Personal Information except to those who need to know it to perform under this agreement and will ensure that any third party accessing Personal Information protect it with Safeguards at least as strong as Seller’s Safeguards.

35. ENVIRONMENTAL LAWS

Seller expressly warrants that the goods conform to all manufacturer or other agreed to specifications, including, without limitation, compliance with substance prohibitions and restrictions set out in EU Directive 2002/95/EC, 2011/65/EU, 2015/863, Restriction on Hazardous Substances (RoHS), REACH(SVHC), TSCA, and any other related or similar, implementing laws, rules, regulations, standards and restrictions within the United States, the European Community, China or other countries unless otherwise authorized.

36. CONFLICT MINERALS

On August 22, 2012, the Securities and Exchange Commission adopted Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Conflict Minerals Law”). The Conflict Minerals Law requires all publicly traded companies to report annually to the SEC whether they use Conflict Minerals including gold, wolframite, casserite, columbite-tantalite and their derivative metals, which include tin, tungsten, tantalum and any other compounds designated by the U.S. Secretary of State.  Sellers are expected to provide all necessary due diligence information to confirm that all material supplied to Component Dynamics are Conflict-free. Sellers are expected to pass this requirement onto their supply chain.

37. EQUAL OPPORTUNITY

This contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60- 741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or veteran status.

38. GOVERNMENT CONTRACTS OR SUBCONTRACTS

If this order is placed pursuant to a government prime contract or subcontract referenced by a number, DPAS rating, or otherwise noted in the purchase order, the applicable clauses set forth in the FAR and DFARS apply as in effect on the date hereof and are incorporated herein.

39. EXPORT/IMPORT CONTROLS

Seller shall comply with all applicable export control, trade compliance, customs, embargo, anti-boycott, and economic sanctions laws and regulations applicable to the products, services, software, technical data, and technology supplied under the Purchase Order. Seller shall be responsible for obtaining any required export licenses, approvals, authorizations, or disclosures required for the performance of the Purchase Order and shall notify Component Dynamics in writing of any export-controlled, restricted, or regulated products, technical data, or technology prior to shipment.  Seller represents and warrants that neither Seller, nor any party involved in fulfillment of the Purchase Order, is listed on any applicable government denied party, restricted party, blocked party, debarred party, or sanctions list maintained by the United States or other applicable governmental authority. Seller shall immediately notify Component Dynamics if Seller becomes subject to export restrictions, sanctions, debarment, denied party status, or other trade compliance limitations that could affect fulfillment of the Purchase Order. Seller shall not ship export-controlled or restricted items contrary to Purchase Order requirements or applicable law without prior written authorization from Component Dynamics. Seller shall indemnify Component Dynamics against liabilities, penalties, losses, damages, costs, and expenses arising from Seller’s violation of applicable export control, sanctions, or trade compliance laws and regulations.

Additional export authorization, license, agreement, destination control, or end-use restrictions specified on the Purchase Order shall apply as identified.

40. MOVEMENT OF WORK

The Seller shall notify Component Dynamics of any significant change in manufacturing location, processing location, testing facility, or subcontracted service provider that may affect product conformity, traceability, or contractual requirements.

41. SPECIALTY METALS

DFARS 252.225-7014 Preference for Domestic Specialty Metals (Apr 2003) applies to this order if specialty metals are being furnished.

42. GOVERNMENT INSPECTION

If government inspection is required prior to shipment from your facility, promptly notify the Government Representative normally servicing your facility so that the appropriate planning can be accomplished upon receipt of this order. If a government representative does not service the Sellers’ facility, notify the nearest Defense Contract Administrative Office for direction, or Component Dynamics.

43. SOURCE INSPECTION

When specified by the Purchase Order, Component Dynamics reserves the right to perform Source Inspection at the Seller’s facility or where designated in the Purchase Order prior to shipment. Inspection/test of the items shall be performed by the Seller and shall be subjected to witness by Component Dynamics. Component Dynamics shall elect to do 100% or sample of the units. If a sample is selected, the sample will be selected by Component Dynamics. The Seller shall have available and present upon request, documented evidence of in-process and/or final inspection/test data. Required documentation for shipment must be completed and signed by its Quality Assurance Manager, or authorized designee, and available for Component Dynamics review.

44. FIRST ARTICLE INSPECTION

When specified by the Purchase Order, Seller shall perform and document a comprehensive inspection and test of the article to assure the items conform to all specification requirements. First Article Inspections shall be performed in accordance with Aerospace Standard AS9102. First Article Inspection is required on a part representative of the production process used in the manufacture of the parts. The First Article Inspection Report (FAIR) must accompany the first shipment of parts.  If two years have elapsed since the last shipment of this part number, a new First Article Inspection is required.  If an AS9102-compliant FAIR is not required, an equivalent Seller form may be used and shall include the following:

a) Component Dynamics part number, revision level,
b) All print requirements including, Notes, Feature, Tolerance,
c) Actual measured value, Method of Gauging, Accept/Reject indication.

Where physical testing is required, the results of the test must be recorded. Where special processes are required, verification of each special process must be recorded, applicable certifications retained, and available for review (or submitted with the FAIR if requested by Component Dynamics).  The signature and title of the person performing the inspection and date of inspection must also be included.

45. IDENTIFICATION AND CONTROL BY LOT

When specified by the Purchase Order, Seller shall maintain lot traceability of items rather than individual serial number. The Seller shall assign a common lot number to all items in a specific manufactured lot.

46. IDENTIFICATION AND CONTROL BY SERIAL NUMBER

When specified by the Purchase Order, Seller shall identify individual serial numbers, to all items shipped to Component Dynamics and shall appear on the certification. Serial numbers shall be assigned by Component Dynamics. The method of marking will be specified in the Purchase Order or on a furnished manufacturing drawing. The Seller shall maintain traceability of each serialized item to raw materials used in its manufacturing processes.

The present Code of Conduct defines the basic principles and requirements of Component Dynamic, LLC. to its suppliers with regards to their responsibilities for humans and the environment. Component Dynamics LLC reserves the right to modify the requirements of the present Code of Conduct in case of necessary modifications in Component Dynamics, LLC. compliance Program. In this case Component Dynamics, LLC. expects its suppliers to accept these necessary modifications.

 

The Basic Principles and Requirements are as follows:

Compliance with the law
Compliance with the laws of each applicable legal system(s).

Prohibition of corruption and bribery
Any form of corruption or bribery must not be tolerated nor engaged in any kind of fashion, including any illegal offers of payment or similar benefits in the direction of government officials to influence the decision making.

Respecting the fundamental rights of everyone

• To foster and enhance equal opportunity and equal treatment of humans notwithstanding the skin color, race, nationality, social background, possible disability, sexual orientation, political or religious conviction, as well as sex or age.
• To respect the personal dignity, privacy, and personal rights of everyone.
• Not to employ nor force anybody to work against his or her own will.
• Not to tolerate unacceptable treatment of individuals such as psychic hardships, sexual and personal harassment or discrimination.
• Not to tolerate conduct (including gestures, language, and physical contacts) which is sexual, coercive, threatening, abusive or exploiting.
• To ensure appropriate remuneration and to ensure the payment of the legal national minimum wage.
• To comply with the legally prescribed maximum working hours in each respective state.
• To recognize the freedom of association of the employees and neither to favor nor disadvantage any members in an employee’s organizations or unions, as far as legally permissible.

Prohibition of child labor
Not to employ any employees who cannot prove a minimum age of 15 years. In countries which fall under the exception of developing countries of the ILO Convention 138, the minimum age may be reduced to 14 years.

Health and safety of everyone

• To assume responsibility for the health and safety of individuals.
• To minimize risks and to ensure the best possible preventive measures against accidents and occupational illness.
• To offer training and to ensure that all individuals are competent with respect to the issue of occupational safety.

Environmental protection

• To observe the environmental protection about legal norms and international standards.
• To minimize environmental pollution and to continually improve environmental protection.
• To establish and/ or apply a system of environmental protection in accordance with ISO 14001 or to an equivalent system.

Supply Chain

• To promote the compliance of the contents of this Code of Conduct toward the external contacts as best as possible.
• To comply with non-discrimination at the external contacts and when associating with external contacts.
• To comply with national and/ or international regulations for export control, Reach, SVHC, and RoHS and/or to document and comply with the handling of so-called conflict materials of the Democratic Republic of Congo or its neighboring countries.