Terms and Conditions
1. Acceptance: This Purchase Order is an offer to Seller by Buyer to enter into purchase agreement it describes, and that
Seller’s written acceptance or commencement of any work or service under this order shall constitute Seller’s acceptance of this order and these terms and conditions. Any exceptions to this order, to be valid, must be in writing listing specific exceptions to clauses contained herein.
2. Delivery:
A. Supplier shall provide on-time shipments, as prescribed by BEI schedules. Supplier shall submit a recovery plan, at BEI’s option, to achieve on-time delivery in the event of nonconformance. When it becomes known that the Supplier cannot fulfill the delivery requirements as specified within the material release, Supplier shall contact and give written notification to the BEI buyer of all material shortages along with the recovery plan. Submission of a recovery plan does not absolve the Supplier of fulfilling the material release requirements unless approved by the BEI Management Group.
B. Deliv eries shall be made both in quantities and at times specified in Buyer’s schedules. Buyer shall not be required to make payment for goods delivered to Buyer which are in excess of quantities specified in Buyer’s delivery schedules. Buyer may change rate of scheduled shipments or direct temporary suspension of scheduled shipment, neither of which shall entitle Seller to a modification of the price for goods or services covered by this order. For orders of goods where quantities and/or delivery schedules are not specified, Seller shall deliver goods in such quantities and times as Buyer may direct in subsequent releases.
3. Premium Shipments: If Seller’s acts or omissions result in Seller’s failure to meet Buyer’s delivery requirements, Seller shall, at Buy er’s option, obtain a more expeditious method of transportation at Seller’s expense. The Seller is responsible for any and all costs associated with the failure to deliver. Except with respect to defaults of subcontractors, Seller shall not be liable for delays or defaults in deliveries due to causes beyond its control and without its fault or negligence.
4. Packaging:
A. Packaging must conform to all state, local, and federal regulations, with regard too the storage, transportation, and disposal of materials.
B. Packaging design and construction must provide adequate protection of material and present defect free material to the Buyer.
C. If specified by BEI, packaging design and construction must meet the minimum standards described herein.
5. Invoicing and Shipping:
A. All material shall be suitably packed, marked, and shipped in accordance with the requirements of common carriers in a manner to secure lowest transportation cost, and no additional charge shall be made to the Buyer therefore, unless otherwise stated herein.
B.
Unless specified herein, Seller shall properly mark each package with Buyer’s order number, factory or plant number; and where multiple packages comprise a single shipment; each package shall also be consecutively numbered. Order number and package numbers shall be shown on Packing Slips, Bills of Lading, and Invoices.
C. All shipments must be accompanied by a Packing List showing our order number, quantity shipped, our part number, revision, certificate of conformance and description of material.
D. No charges shall be made by Seller for cartage, storage, or packing, unless otherwise stated herein.
E. Invoices for each shipment shall be properly forwarded, in duplicate, by Seller in accordance with instructions by the Buyer.
F. Invoices for charges other than or in excess of amount shown on order will not be honored without a written amendment and acceptance by the Buyer.
G. Seller shall attach transportation receipts to Invoice on any prepaid shipment consigned to Buyer.
6. Changes: Buyer reserves the right at any time to direct changes, or cause Seller to make changes, to drawings and specifications of the goods or to otherwise change the scope of the work covered by this order, including work with respect to such matters as Inspection, Testing or Quality Control., and Seller agrees to promptly make such changes; and difference in price or time for performance resulting from such changes shall be equitably adjusted by Buyer after receipt of documentation in such form and detail as Buyer may direct.
7. Cancellation: Buyer reserves the right to cancel all or any part of the work covered by this order if Seller does not make deliveries as specified in the schedules, or so fails to make progress as to endanger performance of the work and does not correct such failure within 10 days after receipt of written notice from Buyer specifying such failure, or if Seller breaches any of the terms hereof including the warranties of Seller.
7230 Hollister Avenue, Goleta, California 93117 Tel: 805-968-0782 Fax: 805-968-3154 www.beisensors.com
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Terms and Conditions
8. General Maximum Price Regulations: The price or prices of which the commodity or commodities covered by the order to be billed, will not be in excess of the legal maximum (if any) as established by Government Agencies.
9. Quality:
A. BEI requires a certificate of Conformance (C of C) and/or chemical and physical reports stating that parts or materials furnished on the purchase order have been manufactured or processed in accordance with applicable specifications or drawings that are referenced and/or furnished with the purchase order.
B. It is the Sellers’ responsibility to request correct product/ service specifications and drawings.
C. Supplier must notify BEI Sensors and receive approval a minimum of 90 days in advance of any changes of materials, processes, tooling, sub-supplier, and facility, which affect form, fit, or function of supplied material.
Any material deviating from the drawing referenced by the purchase order or specified requirements cannot be submitted without a waiver from BEI.
D. BEI suppliers must flow down to their sub-tier suppliers any applicable requirements in the purchasing documents, including key characteristics where required.
E. Suppliers are expected to store and retain records in such a way as to provide a suitable environment to prevent damage or deterioration and prevent loss. The following records are to be retained in paper or digital form for 10 years from shipment of part by supplier as required by AS9100/ ISO9001:2000 and FAA:
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Shipment records including part number, revision level and material certifications
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Purchased material test results and certifications
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Quality performance records
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First article inspection reports
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Tooling records
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Purchase orders and amendments
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Internal quality system audits and management review
F.
All goods or services furnished on this order shall be subject to customer’s inspection and acceptance or rejection.
G. Seller shall provide products/ services which fully meet customer specifications. All specifications referencing standards, such as MIL-SPEC standards will refer to the most current revision, unless otherwise specified.
Seller shall submit a corrective action report, at BEI’s option, in the event of nonconformance.
H. Buyer reserves the right to refuse any material supplied on this order which is found to be defective at any time and will charge back cost of defects whether in our plant or at final destination of material.
I. Buyer reserves the right to request acceptable replacement.
J.
Seller agrees that Buyer shall have the right to enter Seller’s facility at reasonable times, to inspect the facility, goods, materia ls and any property of Buyer covered by this order. Buyer’s inspection of the goods, whether during manufacture, prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished goods.
K. BEI c ustomers, and/or their representatives shall be afforded the right to verify at the subcontractor’s premises, that subcontracted product conforms to specified requirements.
L. Sellers who repeatedly fail to deliver satisfactory products/ services, and/or do not deliver on-time despite documented complaints and requests for corrective actions may be removed from the Approved Sellers List.
M. BEI customer mandated Sellers that fail to provide BEI with acceptable products and/or services will result in communication of the situation to the BEI customer and a request for their involvement in remedying the situation.
N. Counterfeit Parts Detection: The supplier shall only supply components and parts procured directly from the Original Component Manufacturer (OCM) / Original Equipment Manufacturer (OEM), or though the OCM authorized distributor chain. Procurement through an Independent Distributor or Broker is NOT authorized, unless first approved in writing by BEI Sensors North America.
10. First Article Inspection Reports: Suppliers providing a new or revised product are expected to submit a First Article
Inspection report with the initial delivery. The supplier must take a minimum of one randomly selected part from each unique production lot and/or cavity and record all dimensions including notes referenced on the drawing. A BEI drawing is to be marked with references to the same characteristics listed on the First article Inspection report and include it with the shipment. Objective evidence of material certification is also required.
11. Warranty: Seller expressly warrants that all goods or services covered by this order will conform to the specifications, drawings, samples, or descriptions furnished to or by Buyer, and will be merchantable, of good material and workmanship and free from defect. In addition, Seller acknowledges that Seller knows of Buyer’s intended use and expressly warrants
7230 Hollister Avenue, Goleta, California 93117 Tel: 805-968-0782 Fax: 805-968-3154 www.beisensors.com
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Terms and Conditions that all goods covered by this order which have been selected, designed, manufactured, or assembled by Seller, based upon Buyer’s stated use, will be fit and sufficient for the particular purposes intended by Buyer.
12. Ingredients Disclosure and Special Warnings and Instructions: If requested by Buyer, Seller shall promptly furnish to
Buyer in such form and detail as Buyer may direct: (a) a list of all ingredients in the goods purchased hereunder; (b) the amount of one or more ingredients; and (c) information concerning any changes in or additions to such ingredients. Prior to and with the shipment of the goods purchased hereunder, Seller agrees to furnish to Buyer sufficient warning and notice in writing (including appropriate labels on goods, containers and packing) of any hazardous material which is an ingredient or part of any of the goods, together with such special handling instructions as may be necessary to advise carriers, Buyers, and respective employees of how to exercise that measure of care and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use or disposal of the goods, containers and packing shipped to Buyer.
13. Termination: In addition to any other rights of Buyer to cancel or terminate this order, at any time and for any reason, by giving written notice to Seller, upon such termination, Buyer shall pay to Seller the following amounts without duplication:
(a) the price for all goods or services which have been completed in accordance with this order and not previously paid for; and (b) the actual cost of work-in-process and raw material incurred by Seller in furnishing the goods or services under this order to the extent such costs are reasonable in amount and are properly allocable or apportioned under generally accepted accounting principles to the terminated portion of this order; less, however, the reasonable value or cost (whichever is higher) of goods or material used or sold by Seller with Buyer’s written consent, and the cost of any damaged or destroyed goods or material. Buyer will make no payments for finished goods, work-in-process or raw material fabricated or procured by Seller in amounts in excess of those authorized in delivery releases nor for any undelivered goods which are in Seller’s standard stock or which are readily marketable. Under this provision it is understood by Seller that BEI releases reflect one week (week 1) firm shipment quantity, four weeks (weeks 2 thru 5) of authorized fabrication and twelve weeks (weeks 6 thru 18) raw material authorization unless otherwise agreed to and approved in writing by BEI. Payments made under this paragraph shall not exceed the aggregate price payable by Buyer for finished goods which would be produced by Seller under delivery or release schedules outstanding at the date of termination. Except as provided in this paragraph, Buyer shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest in claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, and general and administrative burden charges from termination of this order.
Within sixty (60) days from the effective date of termination, Seller shall submit comprehensive termination claim to Buyer with sufficient supporting data to permit Buyer’s audit, and shall thereafter promptly furnish such supplemental and supporting information as Buyer shall request. Buyer, or its agents, shall have the right to audit and examine all books, records, facilities, work, material, inventories and other items related to any termination claim of Seller.
14. Government Regulations: In performance of work under this contract, Seller agrees to: A) Comply with all applicable federal, state or local laws, rules, regulations or ordinances, and B) Satisfy all Government safety and environmental regulations with regard to restricted, toxic and hazardous materials.
15. Buyer’s Property:
A. Title to any and all property furnished by Buyer at no extra charge to Seller in connection with the order shown shall at all times vest in Buyer, and Seller assumes all liability for loss of or Seller’s failure to return such property to Buyer upon request.
B. BEI holds title to all tools, jigs and fixtures. When temporary possession of these is given to Vendor, he is to use the above only for production of BEI parts and he is to keep tools, jigs, and fixtures in working condition and insured for the benefit of BEI at Vendor’s expense and is to return them on demand.
C. Property owned by Buyer shall not be removed from Sellers premises or destroyed without written consent of
BEI.
16. Patents: Seller represents and covenants that the articles described herein and the sale or use of them will not infringe any United States patent and agrees that it will, at its own expense, defend any suit which may be brought against Buyer or those selling or using the products (provided the Seller is notified promptly of such suit and copies of all papers therein delivered to Seller), for any alleged infringements of any patent by reason of the sale or use of such article, and Seller agrees to pay all judgements and costs recovered in any such suit and to reimburse Buyer for all costs and expenses, including Council fees, incurred in defense of any such claim or suit.
7230 Hollister Avenue, Goleta, California 93117 Tel: 805-968-0782 Fax: 805-968-3154 www.beisensors.com
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Terms and Conditions
17. ITAR COMPLIANCE
A. Seller is advised that this purchase order may involve goods or services subject to the International Traffic in
Arms Regulations (“ITAR”) (22 CFR Subchapter M, Parts 120-130)
B. If Seller is a U.S. Company that engages in the business of either manufacturing or exporting defense articles or furnishing defense services, the Seller hereby certifies that it has registered with the U.S. Department of State
Directorate of Defense Trade Controls and understands its obligations to comply with International Traffic in
Arms Regulations and the Export Administration Regulations (“EAR”).
C. Seller shall only employ U.S. persons (as defined by 22 CFR 120.15) on the worksite and shall exclude foreign persons (as defined by 22 CFR 120.16) unless the Seller has obtained the express written authorization of the
Buyer and the Seller has obtained the appropriate export license, technical assistance agreement or other requisite documentation for ITAR controlled technical data or items. (d) Seller shall indemnify and hold Buyer harmless from and against any liability claims, demands or expenses (including attorney’s or other professional fees) arising from or relating to Seller’s noncompliance with U.S. export laws.
18. Fair Labor Standard Act: Seller agrees in connection with the production of the articles specified herein, to comply with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. All invoices must carry the following certificate in order to be passed for payment: We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
19. Taxes: Seller agrees that all excise, profits, occupation, sales, use and other taxes applicable to or in connection with the purchase, sale or use of material or articles applicable to or in connection with Seller’s work or to Seller’s receipts for the performance of the work covered by this order whether imposed by any statute now in force or enacted prior to the delivery of the goods herein referred to, shall be for Seller’s account and Seller shall indemnify and save Buyer harmless from and against all liability for such taxes.
20. Equal Opportunity: It is the policy of Buyer to extend employment opportunities to Disabled Veterans and Veterans of the
Vietnam era, and to qualified applicants and employees on an equal basis regardless of an individual’s age, race, color, sex, religion, handicap or national origin. Buyer requests that its subcontractors, vendors and Sellers take appropriate action with respect to implementation of their own equal opportunity policies. During performance of this order, Seller agrees to comply with all provisions of the Equal Opportunity Clause set forth in 41CFR Part 60-1, as amended. This order shall be deemed to incorporate by reference all clauses required by the provisions of said regulations and laws, including the requirements for certification of use of nonsegregated facilities, and where the term “Contractor” is used, said clauses shall be deemed to refer to Seller.
21. Affirmative Action: Seller certifies that it has developed and presently has in force and effect, if applicable, a written affirmative action compliance program in accordance with the requirements set forth in 41 CFR Part 60-741, as amended, pertaining to Affirmative Action for Handicapped Worker, are hereby incorporated by reference.
22. Supplemental Conditions attached hereto are to be considered a part of this Purchase Order.
23. Service: Seller agrees to maintain and hold tooling for service as may be required for a period of up to 10 years after the last production ship date. Seller agrees to notify Buyer of all tooling maintenance/ service requirements needed for all BEI and BEI customer owned tooling.
All specifications, sketches, drawings, tooling, pattern equipment, etc. pertaining to this order are confidential are not to be used for, or divulged to, other firms or persons without prior written consent.
24. For instances where a service needs to be provided on-site, seller shall only send employees who are U.S. persons as defined by ITAR 22 CFR § 120.15, to BEI Sensors 7230 Hollister Ave., Goleta, CA 93117. The Seller shall not send foreign persons unless the Seller has obtained the express written authorization of the Buyer and provides proof of the appropriate export license, technical assistance agreement or other written approvals from the appropriate government agency. The Buyer may request proof of U.S. person status for any service provider.
25. NADCAP certification or proof of aerospace industry acceptance required for all special processes provided by supplier or sub-contractor. Certificate of Compliance (C of C) required.
7230 Hollister Avenue, Goleta, California 93117 Tel: 805-968-0782 Fax: 805-968-3154 www.beisensors.com
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