Beranek Inc. Purchase Order
Terms and Conditions
Issue 2 Dated 03/2020
TC 1. ENTIRE AGREEMENT:
The provisions of this order are the result of negotiations between the parties. Such provisions therefore, supersede any prior dealings between Buyer and Seller, and the rights and remedies contained here shall be governed without regard to any such course of prior dealings. Seller has satisfied himself as to the nature of the work, the character, quality and quantity of materials and equipment which will be required, and all matters which can in any way affect performance hereunder.
TC 2. ACCEPTANCE:
Acceptance of this order or the furnishing of any products or acceptance of any payment by Seller under this order constitutes an unqualified acceptance by Seller.
TC 3. PAYMENTS:
Upon the submission of proper invoices, Seller shall be paid the prices stipulated by BERANEK INC. purchase order for supplies delivered and accepted, or services rendered and accepted within the payment terms of the order.
TC 4. PACKAGING AND TRANSPORTATION:
All items shall be packaged for ease of handling and in such a manner as to assure their protection during shipment and storage unless otherwise specified on the face of this order. Prices set forth in this order include all charges for packaging and transportation to F.O.B. point (Seller's Destination).
TC 5. CHANGES:
Buyer shall have the right at any time before completion of this order to make changes in drawings, designs, specifications, methods of shipment, packaging and place of delivery. If any such changes cause an increase or decrease in the cost of, or the time required for performance of this order, or otherwise affect any other provision of this order, and equitable adjustment shall be made and the order modified in writing accordingly. Any claim by Seller for adjustment under this clause must be asserted in writing, within (30) days from the date of receipt by Seller of the notification of change, provided, however, that Buyer, if he decided that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this order. Nothing contained in this clause shall relieve Seller from proceeding without delay in the performance of this order as changed.
TC 6. ASSIGNMENT AND SUBCONTRACTING:
Monies due to Seller under this order may not be assigned in whole or in part by Seller without the prior written consent of Buyer. To the extent that any law, statute, regulation, or the decision of any court, commission or regulatory body may or shall contain a contrary provision. Seller hereby waives the right to assert such contrary provision in support of any assignment.
Seller shall not subcontract without Buyer's written consent, any portion of the work to be performed under this order other than the amount and of the nature indicated in Seller's quotation.
TC 7. WARRANTY-PRODUCT:
Seller warrants that all articles furnished hereunder shall be free from all defects in materials and workmanship and shall conform to drawings and specifications.
TC 8. PROPRIETARY INFORMATION AGREEMENT:
Seller hereby agrees that all technical information contained in documents, drawings, publications, specification, schedules and the like received from Buyer for the performance of this order is received in confidence and is the proprietary property of Buyer, and that such information will not be transmitted, reproduced, used or disclosed to any person or organization by Seller (except as may be necessary for the performance of work required to be done under this order with Buyer) without the express prior written approval of Buyer.
TC 9. RESPONSIBILITY FOR PROPERTY:
Unless otherwise specified, Seller shall be liable for any loss or destruction or damage to property of the Buyer and shall be responsible for returning any such property in as good condition as when received except for reasonable wear and tear and for the utilization of it in accordance with the provisions of this order.
TC 10. LABOR DISPUTES:
Whenever an actual or potential labor dispute delays or threatens to delay the performance of this order, Seller shall immediately give notice thereof, such notice shall be confirmed in writing and shall contain all information relevant to the dispute. Seller agrees to include this paragraph in all subcontracts issued under this order. Any dispute arising under this order that is not settled by agreement of the parties, or pursuant to the administrative relief provided for in the following paragraphs, may be settled by recourse to appropriate legal remedies, in accordance with the laws of the State of California.
TC 11. VARIATION IN QUANTITY:
No variation in quantity as identified by the purchase order following award of contract shall be allowed.
TC 12. DRAWING IN POSSESSION OF SELLER:
Buyer's records indicate that all drawings and specifications required for performance under the purchase order are in possession of the Seller. In the event this is not the case, it is the Seller's responsibility to obtain from the Buyer the required drawings and specifications.
TC 13. MATERIAL SAFETY DATA SHEETS:
In accordance with General Industry Safety Orders, Seller will furnish material safety data sheets (MSDS) for materials ordered per the purchase order.
TC 14. MATERIAL OR PROCESS CHANGE:
The supplier shall notify BERANEK INC. of any proposed change to controlled design, parts, materials fabrication methods or processes and shall obtain Beranek, Inc. approval prior to change incorporation. No changes shall be made by the supplier until written authorization to proceed has been provided by Beranek, Inc.
TC 15. APPROVED SUPPLIERS:
Suppliers may only use customer approved sub-tier suppliers, and all applicable requirements in the purchasing documents must be flowed down to the sub-tier suppliers including key characteristics and record retention requirements.
TC 16.QUALITY:
The Seller shall provide and maintain an inspection system which will assure that all delivered products conform to purchase contract requirements, whether manufactured or processed by the supplier or obtained from one of their suppliers. The Seller shall maintain controls and perform all inspections and tests required to substantiate product conformance to drawings, specifications and other purchase contract requirements. The Seller shall notify BERANEK INC. of changes in product and/or process definition and always obtain BERANEK INC. approval.
ATTENTION:
All documentation and records pertaining to BERANEK INC. shall be maintained and stored by the Seller's for 5 years minimum, unless otherwise specified period of time or life terms in the purchase order. The Seller shall ensure that records kept in their area are stored in a way that prevents deterioration or damage and prevents loss. Where computerized records need to be kept, the Seller's needs to ensure that these records are regularly backed up. Hard copies or computerized records shall be easily retrievable within 72 hours from BERANEK INC. or any Regulatory Agency request.
TC 17. CERTIFICATIONS:
The Seller must ensure that individual parameters within a given specification have been met. Certifications must reflect all applicable manufacturing and process specifications called for on the engineering drawing. This includes all buried special process specifications. The specifications must be listed on the certification in proper sequence to include latest revision. Critical sub-level referenced processes need to be certified (i.e. bake after plate, stress relieve, magnetic particle inspection, etc.).
TC 18. Modern Slavery Act 2015:
The Seller must ensure with no doubt that is aware of the Modern Slavery Act 2015, under which companies who meet the threshold are required to implement and enforce effective systems and controls to ensure modern slavery is not taking place in any of its supply chains. Beranek, Inc. has a zero-tolerance approach to modern slavery, which is a crime and a violation of fundamental human rights. We recognize this takes various forms, such as slavery, servitude, forced and compulsory labor, and human trafficking, all of which have in common the deprivation of a person's liberty by another to exploit them for personal or commercial gain. We are committed to acting ethically and with integrity in all our business dealings and relationships with suppliers.
TC 19. Right To Entry:
The Seller shall grant the Buyer the right of entry to perform inspections, audit evaluations, reviews, or witness the execution of the processes being performed at the supplier's facilities in support of a purchase order. The Buyer representatives, its customers, and its customer's governmental agencies and regulatory agencies shall have the right of entry into a supplier's facility or that of their subcontractors, suppliers, and business partners.