The following terms and conditions as referenced on purchase orders, work orders, and any order attachments hereto, are made a part hereof, to which the Seller agrees by acceptance of the order. The “seller” is the named receiver on the purchase and work order commonly known as supplier, vendor, programmer and assembly house. Nevada Assembly Service (NAS) herein and after is referred to as “buyer”. “Order” below can be classified as either purchase order or work order interchangeably.
The written acceptance of the purchase order or work order, the delivery of any articles or materials, including partial deliveries, or the furnishing of any services under the order, shall constitute acceptance by the Seller and be subject to all terms and conditions contained herein. Buyer must agree to any exceptions in writing. The purchase order and work order shall be governed by the UCC as enacted in the state of Nevada.
All shipping packages, packing lists, bills of lading and invoices, must display the Buyer’s purchase order or work order number. All material procured, shall be packaged in accordance with any applicable specifications cited in the order. If no such packaging specifications are cited, packaging shall be in accordance with commercial packaging requirements to ensure that no damage shall result from weather and/or transportation.
Packaging shall be in accordance with best commercial practices. Packaging must be done in a manner that prevents deterioration, contamination or other damage to the product.
Unless otherwise agreed in writing, Seller shall not ship material or assemblies more than fifteen (15) days prior to the due date listed on the order. If Seller fails to make delivery “due date” as scheduled by buyer, fails to perform services at the agreed upon time, or fails to perform services so as to endanger its ability to make timely delivery or timely performance of service, buyer reserves the right to cancel, purchase elsewhere, and hold Seller accountable for additional costs or damages incurred by buyer. It is further agreed buyer shall not be held liable and may return products to Seller at Seller’s expense, including freight both ways, materials, merchandise, equipment, articles, service, or work manufactured, processed, or delivered in excess of the order. If Seller, however, for any reason does not substantially comply with buyer’s delivery schedule, buyer has the option to either approve a revised delivery schedule or may terminate the order without liability to Seller on account thereof.
05. Extra Charges
No extra charges of any kind, including charges for boxing or cartage, will be allowed unless specifically agreed to by buyer in writing. Price is to cover net weight of material or quantity requested and insurance or declared value fees, in the order unless otherwise agreed.
06. Ship Complete Orders
Any order, unless approved in writing from the buyer, freight charges may be deducted from invoices or refunded on any additional partial shipments to make the order complete.
It is the Seller’s responsibility to furnish the proper quantity called for on the order or in any material arrival schedule placed here under. No variation in the quantities specified herein will be accepted as compliance with the order, except by prior written agreement. The buyer reserves the right to return excess shipments at Seller’s expense.
08. Quality Management System
The Seller shall provide evidence of and maintain a quality system that meets ISO 9001 or 13485. If the seller cannot meet this requirement, a supplier questionnaire will be completed, which will be reviewed and approved by the NAS purchasing department, prior to any products or services being ordered.
09. Quality Provisions
The following Quality Requirements define the Sellers’ responsibilities for ensuring conformance to Nevada Assembly Service purchase order and work order requirements. These requirements have been implemented with the objective of receiving defect free products with the correct documentation, on or before scheduled delivery “due dates”. These requirements are applicable to all purchase orders and work orders unless otherwise specified within the order. Failure to comply with these requirements may result in the Seller’s product being rejected and can adversely affect the Seller’s quality rating with Nevada Assembly Service.
Seller shall comply with all specifications stated on the face of the order or contained in any documents referred to herein.
11. Product Alterations
Under no circumstance may alterations in materials, design or process be made without the approval of NAS. If changes need to be made, a change request must be submitted in writing to NAS prior to implementing the change. Changes made without the prior written approval of the appropriate NAS personnel will result in rejection.
12. Test and Inspection
Inspection and acceptance will be at destination, unless otherwise provided. Until delivery and acceptance by the buyer, and after any rejections, risk of loss will be on the Seller, unless loss results from the negligence of the buyer. Notwithstanding the requirements for any required inspection and test contained in specifications applicable to this contract, except where specialized inspections or tests are specified for performance solely by the buyer or its Customer, the Seller shall perform or have performed the inspections and tests required to substantiate that the products and services provided under the order conform to the drawings, specifications, and contract requirements listed herein, including, if applicable, the technical requirements for the manufacturer’s part numbers specified herein.
Notwithstanding prior inspection, payment for or use of the goods, buyer shall have the right to reject any of such goods which do not conform to the requirements of the order. Such right shall be exercisable within one hundred eighty (180) days following receipt of the goods or as provided for in buyer’s applicable specifications. All such rejected items shall be returned to Seller, transportation collect, for credit or refund at buyer’s discretion, unless otherwise specified by the buyer.
13. Nonconforming Material
The seller shall maintain a system of material identification and segregation to ensure that suspect material, or
product that does not conform to specified requirements is prevented from unintended use or delivery. Product, which deviates from drawings,
specifications, or other procurement requirements, shall not be shipped without the express written approval of buyer.
14. Corrective Action Request:
When nonconforming material is determined to be the seller’s responsibility, the seller may be required to
respond to Nevada Assembly Service’s Corrective Action Request. The seller shall provide a written response, within five (5) days of receipt of
request, describing the root cause of the problem and the corrective action taken to prevent reoccurrence.
In addition to any other specific warranty provisions incorporated into the order, the Seller warrants to the buyer that at the time of
delivery the goods called for by the order will be free from defects in material and workmanship and will be suitable for the purposes intended
whether expressed or implied. The warranties of Seller, together with its service warranties and guarantees, if any, shall transfer to buyer and
its customers. These rights of buyer are in addition to, but shall not be limited to, Seller’s Standard Warranties, but no less than one hundred
eighty (180) days.
If any of the goods are found at any time to be defective in materials or workmanship, or otherwise not in conformity with the
requirements of the order, including drawings, specifications, and any other rights which it may have under warranties or otherwise, buyer
shall have the right to reject and return such goods at Seller’s expense. Such goods are not to be replaced without suitable written
authorization from buyer. Buyer shall have all other rights and remedies provided by law. Acceptance of items by buyer shall not relieve Seller
of its responsibilities here under.
17. Flow Down to Sub-Tier Suppliers
The seller shall flow down all relevant order requirements. The seller is responsible for ensuring that any
work performed by a sub-tier supplier is in accordance with Nevada Assembly Service order requirements.
18. Right of Entry
Upon request, seller shall allow Nevada Assembly Service right of entry to verify quality of work, materials, and records in
compliance with order requirements. These rights shall extend to Nevada Assembly Service customers and regulatory agencies.
19. Source Inspection
Notwithstanding any other element of this provision or any other provision of the order, the buyer reserves the right to
perform source inspection and acceptance, for all items or any portion thereof, at the Seller’s or its subcontractor’s facilities, as ordered
here under, as deemed appropriate by the buyer, as a result of the Seller providing non-conforming materials or end items.
20. Record Retention
The seller shall maintain records pertaining to the manufacture, inspection and/or testing of all Nevada Assembly Service
products and/or assemblies purchased. These records shall be adequate to ascertain the quality level of production processes and shall
include any chemical and physical test results of raw materials used in the manufacture of Nevada Assembly Service’s product. These records
shall be made available for review upon request. Records shall be retained for a minimum period of seven (7) years.
21. Revision Control
If an item on an order is revision controlled, where the item contains a “Rev” number, the Seller shall assure the drawing
revision on file at their facility matches the revision noted on the order. The Seller must immediately contact Nevada Assembly Service
procurement representative with any discrepancies in drawing revisions.
22. Change Approval
The Seller shall notify Nevada Assembly Service of changes in manufacturing location, and obtain approval of changes of
suppliers and any product and/or process changes that may affect form, fit, function, interchangeability or reliability. The seller is responsible
to ensure that any verbal authorization to change order requirements is documented in writing via a revised order or email confirmation from
Nevada Assembly Service procurement representative.
23. Properties or Materials Furnished to Seller by the Buyer
Unless otherwise agreed in writing, all tools, equipment, or material of every
description, furnished to Seller by buyer or specifically paid for by buyer, and any replacement thereof, or any materials affixed or attached
thereto, shall be and remain the personal property of buyer. Such property while in Seller’s custody or control shall be held at Seller’s risk,
and be kept insured by Seller at Seller’s expense in the amount equal to the replacement cost with loss payable to buyer and shall be
subjected to removal at buyer‘s written request in which Seller shall prepare such property for shipment and shall redeliver to buyer in the
same condition as originally received by Seller with reasonable wear and tear excepted. The buyer shall hold the Seller liable for the cost of
any and all materials or property provided by the buyer to the Seller, for use in producing or manufacturing the goods ordered under the order.
If, as a result of negligence or mishandling on the part of the Seller or any of its subcontractors, buyer furnished materials or property is
misused, wasted, or destroyed in the processing of such materials or property, the buyer reserves the right to recover all and any reasonable
costs or loss incurred by the buyer in having been subjected to such negligent wasteful acts on the part of the Seller or its subcontractors.
Reimbursement of such incurred costs or loss on the part of the buyer will be accomplished by an appropriate method, as directed by the
buyer, such as direct repayment or as a credit reduction in the amount of the order.
24. Order Amendments
No modifications of the order shall be binding on buyer unless made by a formal amendment signed by an authorized
agent of the buyer. The only representatives empowered to direct changes or to agree to modifications of the order are authorized
representatives of the buyer. Buyer may unilaterally make changes within the general scope of the order in the shipping instructions, the place
of delivery, or the quantity, specifications, or drawings. Seller shall comply without delay. Seller shall, within one (1) day after receipt of
notification transmit to buyer a statement in detail to the effect of such change in Seller’s ability to comply with all provisions of the order. If
such changes affect delivery or the amount to be paid by buyer, Seller shall notify buyer immediately to negotiate an adjustment. No additional
charge will be allowed unless agreed to in writing by buyer.
A. Buyer may terminate the order or any part thereof by written notice of default to Seller under any of the following circumstances:
• If Seller fails to make deliveries or perform the services within the time specified or extension thereof.
• If Seller fails to comply with any other provisions of the order, or so fails to make progress as to endanger performance
of the order in accordance with its terms, and does not cure any such failure within five (5) days of written notice from
• If Seller becomes insolvent or makes a general assignment for the benefit of creditors or pursues any remedy under
law relating to relief of debtors.
• In the event of any fraud by seller.
B. Termination for buyer‘s Convenience: With the exception of signed Non-changeable, Non-returnable agreement, buyer may
terminate the order in whole or in part at any time, by notice in writing. Upon receipt of said notice, Seller shall take action to
minimize buyer’s cost and to protect buyer’s property.
26. Compliance with Statues, Laws, and Regulations
A. Seller warrants and certifies that in the performance of the order, it will comply with all applicable statutes, rules, regulations, and
orders of the United States, and of any State or political subdivision thereof, including laws and regulations pertaining to labor,
wages, hours, and other conditions of employment, and applicable price ceilings, if any, and that the articles delivered hereunder
shall be produced in compliance with the Fair Labor Standards Act.
B. Seller shall comply with all applicable Federal, State, and local laws, Government orders, and regulations in performing the Order.
Seller covenants to save and hold Buyer harmless of and from, and to reimburse Buyer for, any and all costs, damages, and
expenses (including reasonable Attorney’s fees) suffered or occasioned to buyer directly or indirectly through any failure of Seller to
comply with any such laws, regulations, or orders.
27. Patent Protection
To the extent items delivered hereunder are not manufactured pursuant to the detailed designs furnished by buyer, Seller
shall hold buyer, its agents, customers, and users of its products, harmless from all loss, damage, and liability which may be incurred on
account of infringement of United States patent rights with respect to such items and shall, at its own expense, defend all claims, suits, and
actions against buyer, its agents, customers, or the users of its products in which such infringement is alleged, provided Seller is duly notified
of such claims, suits, and actions, and Seller’s indemnity shall not apply to any infringements arising from the use or sale of an item delivered
hereunder where such infringement would not have occurred from the use or sale of the item solely for the purpose for which it was designed.
28. Intellectual Property Rights
Buyer retains all intellectual property rights in the goods provided hereunder and expressly reserves same. The
order shall not be deemed to grant any intellectual property rights to seller.
29. Buyer’s Use of Data and Information
Any knowledge or information which the Seller shall have disclosed or may hereafter disclose to the
buyer in connection with the purchase of the goods or services covered by the order, shall not, unless otherwise specifically agreed upon in
writing by the buyer, be deemed to be confidential or proprietary information, and shall be acquitted of any restrictions, (other than a claim for
patent infringement) as a part of the consideration for the order.
30. Order of Precedence
A. Conflicting provisions hereof, Signed agreements such as Non-disclosure, Distributor Agreement, and Assembly Contracts if any,
shall prevail in the following descending order of precedence:
• Non-Disclosure Agreements
• Assembly Contracts
• Typed provisions on the face of the Order
• Purchase Order or Work Order Attachments
• The printed portion of the Order, including these Terms and Conditions and special instructions
• Non-Cancelable and Non-Returnable Agreements
• Statement of work
• Specifications attached or incorporated by reference.
• Distributor Agreement
B. Buyer’s specifications shall prevail over those of the buyer’s customer, and shall prevail over those of Seller.
31. Controversy or Claims
Any controversies or claims arising hereunder shall be subject of exclusive jurisdiction and venue in Clark County, Nevada and seller agrees
to personal jurisdiction therewith. In the event of any dispute arising hereunder the prevailing party shall be entitled to recover its reasonable
attorney’s fees, expenses and costs incurred therewith. Purchase Order / Work Order Terms and Conditions.
32. Conflict Minerals
The Supplier recognizes, consistent with the public policy underlying enactment of the Conflict Minerals provision (Section
1502) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), the significant legal and non-legal risks associated with
sourcing tin, tantalum, tungsten and gold (the “Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (“DRC
countries”). Accordingly, the Supplier commits to comply with Section 1502 of Dodd-Frank and its implementing regulations. In particular, the
Supplier commits to have in place a supply chain policy and processes to undertake (1) a reasonable inquiry into the country of origin of
Conflict Minerals incorporated into products it provides UTC; (2) due diligence of its supply chain, as necessary, to determine if Conflict
Minerals sourced from the DRC countries directly or indirectly support unlawful conflict there, and (3) risk assessment and mitigation actions
necessary to implement the country of origin inquiry and due diligence procedures. The Supplier shall take all other measures as are
necessary to comply with the Act and its implementing regulations, as they may be amended over time.
Purchase Order Instructions:
By signing and/or shipping items against this purchase order, seller agrees to the following:
1) The NAS Purchase Order number must be on all corresponding shipping packages and documents including shipping labels, packing lists,
and invoices. A packing slip shall accompany each shipment. All unidentified material will be returned collect.
2) Seller agrees to ship items exactly as stated including shipping method, dock dates, prices, terms, quantity, part number, manufacturer
and notes as shown. The items must meet all manufacturers’ specifications. Supplier must notify NAS procurement representative within one
day of issue and prior to shipment of any discrepancies. Under no circumstance may alterations in materials, design or process be made
without the approval of NAS.
3) This PO is only valid contingent upon NEW manufacturer parts & original manufacturer packaging. Seller must notify NAS procurement representative if more than one lot or date code within one day of issue. In addition, if date code(s) are earlier than the preceding three (3) years from the PO issue date, Seller must notify NAS procurement representative within one day of issue.
4) All items must be warrantied upon our receipt and acceptance of product against any defects and/or failures as to each item’s manufacturer warranty with a minimum of 180 days. Parts that do not meet manufacturer’s fit/form/function specifications: Supplier agrees to reimburse costs incurred for parts, shipping, rework and any transaction fees such as escrow fees and bank charges. Counterfeit parts have no value.
5) All packages worth in excess of $100 must be insured by the shipper. All shipping packages that weigh in excess of 5 lbs. must ship Ground unless otherwise agreed upon with written or verbal confirmation from a NAS procurement representative, regardless of shipping method stated on purchase order. All purchase orders with the same promise date must ship in one box. Excessive freight charges not agreed upon before shipping will be deducted from the invoice.
6) Email a copy of the invoice upon shipping to NAS’ accounts payable: email@example.com.
7) For the purchase of the above listed item(s) indicated herein, if the seller is not in accord with this written confirmation of said agreements, it should advise the purchaser of its exceptions in writing within one day from the receipt of this confirmation.
8) Line items in this purchase order are to be delivered on a total unit basis only. Seller is not authorized to ship, or have drop shipped, any partial line items without prior written approval from the NAS procurement representative.
9) Protection of material during transit: All costs covering blocking, strapping, crating (to ensure protection during transit), and dunnage shall be at the expense of the seller. Packaging shall be sufficiently sturdy to ensure safe delivery to destination.
10) If shipping parts on a pallet, the pallet size must be 48×40 or 48×42.
11) All parts shipped must be within a 3 year date code unless otherwise agreed upon.