Terms & Conditions of Purchase
General Requirements applicable to all Purchase Orders
Component Dynamics reserves the right to conduct periodic audits of Seller’s and at any level of the supply chain Quality Assurance inspection system, and to witness and/or conduct inspections and tests to assure materials or supplies satisfactorily meet procurement document requirements; review corrective action activities and other records that reflect on hardware or service quality.
Supplier shall not accept verbal changes to the Specifications, Drawings or Purchase Order Requirements without supporting documents from Component Dynamics.
Any deviations from established drawing or specifications intended for shipment must be reported to the Component Dynamics Buyer immediately. No deviations will be considered approved without written confirmation from the buyer. Repairs are not to be undertaken without prior written approval from the buyer. Unless otherwise specified in this Purchase Order, the Supplier and/or any of their Suppliers/Subcontractors DO NOT have authority to process “USE-AS-IS”, “REPAIR”, “STANDARD REPAIR PROCEDURES (SRPS)” or “NON-SRPS” via their Material Review Board (MRB). These dispositions, as well as deviations and request for waivers, requiring MRB disposition shall be submitted to Component Dynamics for approval. This does not include REWORK or SCRAP. The Supplier/Subcontractor shall utilize its appropriate nonconforming material disposition form and submit it to the Buyer for Component Dynamics approval.
D. CORRECTIVE ACTION
Acceptance of this Purchase Order obligates the supplier 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.
Component Dynamics shall not accept items delivered under the Purchase Order if the supplier fails to submit certifications or other documentation specified in the purchase order.
F. PRESERVATION AND PACKAGING
Unless special packaging requirements are referenced in the Purchase Order, the supplier shall use best commercial practices for preservation and packaging of articles supplied to Component Dynamics and shall identify each package with the Purchase Order number, date shipped and packing sheet number.
G. COUNTERFEIT PARTS
Component Dynamics understands that counterfeit parts are a serious issue worldwide. Acceptance of this Purchase Order obligates the supplier to only send authentic parts. Any product that cannot be verified as authentic with Manufacturer will not be returned to the seller but will be treated as counterfeit and governmental oversight will be final determination.
Component Dynamics reserves the right to require and request evidence that Suppliers 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.
AEROSPACE SUPPLIER QUALITY REQUIREMENTS / CLAUSES
The following requirement / clauses become a part of the purchase order when specified by number or letter code on the Purchase Order.
SQR-1 QUALITY MANAGEMENT SYSTEM
Supplier shall provide and maintain a quality system that complies with the requirements of ISO9001 or AS9100, unless otherwise directed by Component Dynamics. Immediate notification is required in case of non-compliance to Quality System Requirements, e.g. loss of third party certification.
SQR-2 GOVERNMENT SOURCE INSPECTION
Government Inspection is required prior to shipment from your facility. Upon receipt of this order, promptly notify the Government Representative normally servicing your facility so that the appropriate planning can be accomplished. If a government representative does not service the Suppliers’ facility, notify the nearest Defense Contract Administrative Office for direction, or Component Dynamics.
SQR-3 SOURCE INSPECTION
Source Inspection shall be conducted by Component Dynamics at the Supplier’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. Engineering. 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.
SQR-4 CERTIFICATE OF CONFORMANCE
A certificate of conformance shall accompany each shipment signed by its Quality Assurance Manager, or authorized designee, stating the product supplied is in full conformance with all physical configuration and functional test specifications; that all raw material used conforms to applicable specifications. Inspection and test data, physical and chemical analysis, and in process inspection data are on file subject to review by Component Dynamics upon request. 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 and if applicable, serial numbers.
- Component Dynamics. Job Order number and the mill heat number when supplier supplied material, at a minimum.
- When multiple lots of material are used in completing a shipment, parts shall not be mixed and all material lot numbers or mill heat numbers shall be reported.
- When processing is performed against a Component Dynamics job order, parts shall not be mixed, and traceability shall be maintained to the work order.
- Material or process specifications
- Manufacturer’s name, address, Country of Origin, and Date.
SQR-5 CHEMICAL AND PHYSICAL TEST REPORTS
For raw material shipments, or where material was supplied by the supplier, physical and chemical test report certifications shall be supplied with each shipment. Test reports shall be legible and include the material designation, specification, and revision letter (material must be certified to the latest revision in effect at the time of shipment), results of all specified testing requirements, the mill heat number, and any other requirements specified on the Purchase Order and must be traceable to the material.
SQR-6 INSPECTION SHEETS AND TEST REPORTS
With each shipment the supplier shall submit inspection reports, data sheets, test reports, etc… as applicable. Reports shall be identified with the applicable drawing / specification number, revision, Component Dynamics Purchase Order number, and the Supplier’s lot identification number.
A. Inspection Reports shall cover all physical and dimensional characteristics for the item as called out on the drawing, or in the applicable specification. The Supplier shall report the actual dimensions of each part inspected. The inspection results shall be traceable by serial number or other identification method to the actual part inspected.
B. Inspection Reports shall cover all physical and dimensional characteristics for the item as called out on the drawing, or in the applicable specification. The Supplier shall report the dimensional range and average of parts inspected. The inspection results shall be traceable to the lot of parts inspected.
C. Inspection reports shall list the physical and dimensional characteristics of the items. Sample inspection shall be performed to verify critical dimensional characteristics of the lot of parts are within drawing specification limits. Actual dimensions do not have to be reported except where specific dimensions are requested.
D. Test reports for special tests such as vibration, shock, rain, sand and dust, pressure, environmental, EMI, ATP and others shall be supplied by the Seller.
E. Destructive Testing Analysis (DTA) report is required. The Supplier is to permanently identify the parts that have gone through DTA and are no longer suitable for intended use. The tested parts shall be delivered to Component Dynamics.
NOTE: Out of tolerance dimensions shall be identified on an inspection report. The Supplier shall not deliver parts that are out of tolerance to Component Dynamics without approval from Component Dynamics.
SQR-6A RECORD RETENTION AND RIGHT OF ACCESS– NON-AEROSPACE
Supplier shall retain all records pertaining to material, manufacturing processes, special processes, testing, and inspection for a minimum of three (3) years as applicable. Supplier shall notify Component Dynamics prior to destruction. Supplier shall provide Component Dynamics, our Customers, and regulatory authority access to all applicable records. SQR-6B RECORD RETENTION AND RIGHT OF ACCESS – AEROSPACE Supplier shall retain all records pertaining to material, manufacturing processes, special processes, testing, and inspection for a minimum of ten (10) years as applicable. Supplier shall notify Component Dynamics prior to destruction. Supplier shall provide Component Dynamics, our customers, and regulatory authority access to all applicable records.
SQR-7 FIRST ARTICLE INSPECTION
Supplier 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 supplier form may be used and shall include the following:
- Component Dynamics part number, revision level,
- All print requirements including, Notes, Feature, Tolerance,
- 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.
SQR-8 SURVEY/AUDIT RIGHTS
Component Dynamics customers and/or regulatory agencies shall have the right to conduct surveys and perform surveillance and have access of supplier facilities and at any level of the supply chain to evaluate their capability to comply with contractual requirements.
SQR-9 SPECIAL PROCESS APPROVAL
Heat treating, welding, electroplating, laser cutting, EDM, ECM, Non-Destructive Testing, etc. are considered special processes and require approval by Component Dynamics prior to use. The Certificate of Conformance shall include the specification number and revision of all special processing performed. Special processes, once approved, may not be changed without Component Dynamics’ approval of the changes.
SQR-10 APPROVED INSPECTION PLAN
When requested; suppliers shall submit a detailed inspection plan to Component Dynamics Facility for approval before manufacturing begins. Supplier inspection shall be in accordance with the Component Dynamics approved inspection plan for the part number ordered.
SQR-11 APPROVED SOURCE OF MATERIALS
All material used in fulfilling this order must be supplied by a supplier approved by Component Dynamics unless specifically authorized in writing to the contrary.
SQR-12 SHELF-LIFE DATA
The Supplier shall furnish the date of manufacturer, useable shelf life, expiration date of useable shelf life, any special storage conditions, and any safety warnings for each item shipped. A Material Safety Data Sheet must be included with each shipment. Items will not be accepted by Component Dynamics where shelf life remaining is less than 75% of total shelf life.
SQR-13 IDENTIFICATION AND CONTROL BY LOT
Traceability of items shall be by lot number rather than individual serial number. The seller shall assign a common lot number to all items in a specific manufactured lot.
SQR-14 IDENTIFICATION AND CONTROL BY SERIAL NUMBER
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.
SQR-15 TEST AND INSPECTION REPORTS
Test and inspection reports, with measured data as required by the applicable procurement specification, must accompany each shipment.
SQR-16 SPECIALTY METALS DFARS 252.225-7014
Preference for Domestic Specialty Metals (Apr 2003) applies to this order if specialty metals are being furnished. Contact Component Dynamics Purchasing for clarification or applicability if necessary. AQR-17 BUYER FURNISHED MATERIAL When Component Dynamics furnishes material, the Seller’s System shall provide for the following:
- Examination upon receipt for transit damage,
- Verification of quantity,
- Storage against damage,
- 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.
SQR-18 APPROVED SUPPLIERS
As required, Component Dynamics “Approved Suppliers” are responsible for maintaining a list of their approved suppliers and shall have it available upon request for review by Component Dynamics. Information shall include name, address, nomenclature of parts or services provided, part numbers and other pertinent information requested by Component Dynamics. Suppliers shall only purchase aircraft-related parts from their suppliers which are controlled by Component Dynamics by approval or inspection.
SQR-19 CHANGES TO WORK
The Supplier shall make no Changes to Work under this Purchase Order or Contract including any change in design, manufacturing process, materials, or otherwise which may affect form, fit, or function of the Work without prior notification to and approval by Component Dynamics. Such notification shall consist of detailed drawings clearly defining such Changes and the date such changes are proposed to be effective. Such notification shall not constitute approval of the proposed change nor relieve the Supplier of the obligation to comply with requirements contained in the Purchase Order or Contract. If the proposed Change is approved, the Change Approval shall be documented.
SQR-20 MOVEMENT OF WORK
The Supplier agrees that the manufacturing and/or fabrication of Work being delivered under this Purchase Order will not be moved to another production facility without the express written approval of Component Dynamics.
SQR-21 CALIBRATION SYSTEM COMPLIANCE OF INSPECTION, MEASURING AND TEST EQUIPMENT
A system for the maintenance and calibration of inspection, measuring, and test equipment shall be maintained. ANSI/NCSL Z540-1 applicable to calibration activities. Acceptable alternative: MIL-STD-45662A “Calibration System Requirements” All calibration standards must be traceable back to NIST (National Institute of Standards and Technology) and the NIST test number shall be included on the certificate of conformance. If any measuring equipment is found to be out of tolerance, “As Found, As Left” data shall be included.
SQR-22 FOREIGN OBJECT DEBRIS (FOD)
Supplier shall comply with NAS412 to prevent Foreign Object Damage (FOD) to manufactured products. Supplier 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.
SQR-23 EXPORT/IMPORT CONTROLS (ITAR)
Supplier shall control the disclosure of, and access to, technical data, information, and other items including hardware received under this purchase order in accordance with U.S. export control laws and regulations, including but not limited to the International Traffic in Arms (ITAR) and the U.S. Department of Commerce, Bureau of Industry and Security (BIS), and authorities. Any questionable items should be referred to Component Dynamics.
Export Administration Regulations. Contact Component Dynamics Purchasing for clarification or applicability if necessary.
SQR-23a 15 CFR §758.6 of the EAR:
“These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to US Law prohibited.”
SQR-23b 22 CFR §123.9(b) of the ITAR:
“These commodities are authorized by the US Government for export only to (country of ultimate destination) for use by (end user). They may not be transferred, trans-shipped on a non-continuous voyage, or otherwise be disposed of in any other country, either in their original form or after being incorporated into other end-items, without the prior written approval of the US Department of State.”
SQR-24 COUNTERFEIT PARTS AVOIDANCE
Supplier shall ensure that controls are in place to reduce and mitigate the risk of counterfeit components and/or assemblies from Component Dynamics in compliance of AS5553 and their Quality Management System. This Procedure outlines the process of procuring parts from reliable sources, assure authenticity and conformance of procured parts, to control parts identified as counterfeit and report counterfeit parts to Component Dynamics and Government Investigative authorities. Any questionable items should be referred to Component Dynamics.
Terms & Conditions of Sale
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”).
1.1 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.
3.1 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.
4.1 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.
5.1 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.
6.1 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.
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.
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.
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.