Composite Factory, LLC Purchase Orders including any attachments, contain the complete and final agreement between Composite Factory, LLC (“COMPANY” or Buyer) and Supplier (Seller).
Upon acceptance of any Purchase Order by Seller, all the terms and conditions of the transaction and no term or condition at variance with the Order proposed by Seller in acknowledging or accepting this Order will be binding on Buyer unless specifically accepted in writing.
Buyer is only allowed to purchase from vendors pre-approved in advance. New vendors should ensure they receive a Company vendor number before completing first sale.
Buyer will not approve vendors that are debarred from doing business with the US Government or are listed on the US Department of State list of debarred persons / entities.
Seller shall not ship under reservation. Failure of Buyer to enforce any right hereunder shall not constitute a waiver of such right or any other rights hereunder. The Order and the agreement entered into pursuant to its acceptance by Seller shall be governed and interpreted in accordance with the laws of the State of North Carolina.
Neither the Order, any interest therein, nor shall claim there under, be assigned or transferred by the Seller except as expressly authorized by the Buyer.
Neither all, nor substantially all, of any order may be further subcontracted by the Seller without the prior written consent of the Buyer.
Buyer may, at any time, in writing make changes to an order. If any such change causes an increase or decrease in the cost or time required for performance of the work, the price and/or delivery schedule shall be equitably adjusted and the Purchase Order so modified. The Seller shall submit any claim for adjustment to the Buyer within five (5) days following receipt of the Buyer’s written Change Order. Failure of the parties to agree to an adjustment shall be considered a dispute under the Disputes clause hereof; however pending resolution of any dispute, the Seller shall immediately proceed with the work as changed.
Buyer may terminate this Purchase Order at any time, for no reason or for any reason, upon 5 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform Buyer of the extent to which it has completed performance as of the date of the notice, and Supplier will collect and deliver to Buyer whatever Work then exists. Buyer will pay Supplier for all Work performed and accepted through the effective date of the termination, provided that Buyer will not be obligated to pay any more than the payment that would have become due had Supplier completed and Buyer had accepted the Work. Buyer will have no further payment obligation in connection with any termination.
Payment terms shall be NET 30 days after receipt and acceptance of material. If a vendor wishes to have payment in advance, all trade references must be verified and a management determination by Buyer will be made. Even in these circumstances, specifically for initial / first time procurement, it is Buyer policy to only accept cash on delivery (COD) or upon verification of material actually in our possession to ensure a) delivery is actually made and b) material is in conformance with documentation provided and c) visual inspection to ensure goods are in conformance with desired condition requested on the purchase order.
Buyer has the right of final approval of products supplied based on compliance to drawings, standards, and raw material certification requirements.
Seller must notify Buyer of any non-conforming processes, products or services and Buyer must give approval for their disposition.
To comply with Buyer’s requirements of their QMS, Buyer may conduct vendor evaluations, scorecards or other performance evaluations as defined on the Seller. Our organization measures supplier on-time delivery and quality performance. Any issues with these metrics may result in corrective action requests.
Most interactions between Buyer and Seller will be over electronic mail or telephone. Buyer may on occasion use online sourcing portals to inquire and receive initial quotations.
If applicable, Buyer may request on-site product verification and inspection, at supplier’s premises, when source inspection is required.
All material delivered must be accompanied by a signed Certificate of Conformance (“C of C”) stating the material complies with the requirements of Buyer’s Purchase Order and drawing (when applicable). If not provided upon receipt, the invoice may be aged for payment based on final date of certifications received.
Seller shall supply a proper Bill of Lading signed by carrier or any other legal applicable documents providing title to the goods to the purchaser upon delivery, fully protecting all parties in case of damages in transit. All costs incurred due to improper packaging will be borne by the supplier.
Buyer reserves the right to designate requirements for first article reports or tests, specimens, design approval, inspection/verification sampling, statistical techniques, and/or key characteristics. Additional requirements above and beyond the normal deliverable items will be specified on the Purchase Order.
Seller must maintain the proper identification and revision status of specifications, drawings, process, requirements, inspection/verification instructions, and other relevant technical data. The latest revision of the specification or drawing to be used in manufacture and inspection, unless specific written instruction requesting a previous revision is specified.
Our organization reserves the right to review and approve the Suppliers Quality Management System. Suppliers initially approved for use via Certification must notify Buyer of changes to certification status. (i.e. ISO9001, AS9100, AS9120, etc.)
Seller is required to notify Buyer of major changes to company operation, such as a change in manufacturing location, company name changes, changes in ownership.
Seller is required to maintain records associated with the Purchase Order as required for a period of no less than 10 years.
Our organization reserves the right of access by our representatives, our customers, any regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.
Customer directed sources must operate in accordance with approved specifications and standards as directed and controlled by the customer in question. Any supplier requirements defined by Buyer’s customers will be stated on the Purchase Order, as applicable.
Seller is required to prevent delivery of counterfeit parts or material. Contact Buyer for any questions related to counterfeit material prevention and control.
Seller is required to ensure that their personnel are trained to the requirements of the drawings, standards and Purchase Order requirements supplied by Buyer. This includes special processes.
Seller must flow applicable requirements, including key characteristics and customer requirements, down to secondary level suppliers and subcontractors as necessary for compliance to requirements.
Seller is expected to ensure that personnel are aware of their contribution to act ethically, honestly, and with the highest standard of personal integrity at all times in the performance of work, product / service conformity and product safety.
No rights in any plans, drawings, or other data furnished by the Buyer or derived there from shall pass to the Seller in fulfillment of the order or be released to third parties without the written consent of the Buyer. To the extent that the items ordered are manufactured to designs not originated by Buyer, Seller guarantees that the sale and/or use of such items delivered hereunder will not infringe any United States or foreign patents. Seller agrees to indemnify and save Buyer harmless from any expense, loss, cost, damage or liability that may be incurred on account of infringement or alleged infringement of patent rights against the Buyer.
The transaction and Contract, and any matter, dispute or controversy arising out of or relating to the transaction, Contract or Products or Services will be governed by North Carolina law, excluding its conflicts of law principles, and the provisions of the 1980 United Nations Convention on the International Sale of Goods (“UNCISG”) are expressly excluded. Buyer and Seller agree that the North Carolina State Courts and the United States District Court for the Western District of North Carolina, will constitute the sole and exclusive judicial forum(s) and venue and, therefore, will have sole and exclusive jurisdiction over the adjudication and resolution of any and all matters, disputes and controversies arising out of or relating to a transaction, Contract or Products or Services.
Buyer strives to have a conflict-free supply chain and is committed to working with Seller to increase transparency regarding the origin of minerals contained in its products. Buyer requires Seller to undertake reasonable due diligence with their suppliers to identify whether any of the products supplied contain 3TGs (tin, tantalum, tungsten, and gold) sourced from the DRC (Democratic Republic of the Congo) and, if so, whether the mines and smelters identified are certified as “conflict free” by an independent third party.
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