Terms and Conditions

ACCEPTANCE. Acceptance of this Purchase Order is hereby expressly limited to the terms and conditions hereof. Any terms proposed by Seller which add to, vary from, or conflict with the terms herein shall be of no force or effect. If this Purchase order has been issued by Thierica Display Products, Inc., Thierica Equipment Company, or Multi Feed Automation, Inc. (each of which is referred to herein as “Thierica”) in response to an offer, the terms of which are additional to or different from any of the provisions hereof, then the issuance of this Purchase Order by Thierica shall constitute an acceptance of such offer subject to the express condition that this Purchase Order constitutes the entire agreement between Thierica and Seller.

DELIVERY. The obligation of Seller to meet the delivery dates, specifications, and quantities as set forth herein is of the essence of this order. Except as otherwise provided herein, title and risk of loss on all goods supplied to Thierica hereunder shall pass to Thierica upon delivery to Thierica’s dock, f.o.b. place of destination.

SHIPMENTS. All shipments shall include a packing slip. The packing slip shall reference the purchase order number and list all items and item quantities contained in the shipment.

Packing: All items shall be clearly labeled and packaged to prevent damage during shipment. Packaging cost shall be borne by seller.

INVOICES: Seller shall send an electronic copy of the invoice to the email address on buyer purchase order after items have shipped or services have been performed. The invoice shall reference the purchase order number and lists all changes.

PAYMENT: Buyer shall initiate the payment process upon receipt and acceptance of items and sellers’ invoice. Buyer shall issue payment within the terms of this order.

RISK OF LOSS: Seller shall assume risks for loss or damage of property supplied by buyer.

LIMITED SHELF LIFE ITEMS: Seller shall include the expiration date on the certificate of compliance on items with a limited shelf life. There shall be at least 80% remaining shelf life upon receipt by buyer.

CERTIFICATES OF COMPLIANCE (C of C): When required by buyer purchase order, seller shall provide a C of C which states that the items delivered conform to all buyer applicable requirements and specifications. The C of C shall include:

a. The seller name and address,
b. The buyer purchase order number,
c. The part number and revision level,
d. The shipment date and quantity, and
e. The specification(s), with revision Level(s), to which the item is compliant, if applicable.

This information may include on the packing slip or on a separate C of C, or partially on each if the two documents are connected by manufacturing lot number or equivalent. Sub tier suppliers shall provide a C of C for all materials and outside processes that are used to produce the items.

TAXES. Unless otherwise indicated, the prices set forth in this Purchase order do not include applicable federal, state, and local taxes. Seller agrees to pay all federal, state and local taxes, and personal property taxes ad valorem, or value added, assessed or otherwise levied against any property place in the hands of Thierica by Seller.

INSPECTION. If any of the goods hereunder shall be defective in material or workmanship, or otherwise not in conformity with the requirements of this order, Thierica, in addition to its other rights, may reject the same for full credit or may re-work same at Seller’s expense, or require prompt correction or replacement thereof at Seller’s expense, including transportation charges. Nothing herein shall relieve Seller of the obligation to make full and adequate testing and inspection of goods sold hereunder. In the event that this Purchase order covers the acquisition of capital equipment, or goods and services related thereto, Thierica reserves the right to make final inspection and acceptance of such equipment, or related goods and services, after final installation.

ORDER CHANGES: Buyer may at any time, in writing, make changes to this order. Seller shall acknowledge changes, in writing, and notify Buyer of any impact on price or delivery.

NOTIFICATION: Seller shall promptly notify Buyer of 1) any nonconforming product or service that Seller has reason to believe may have been delivered or provided to Buyer or Buyer’s customer and 2) any change to Seller’s Quality Management System, manufacturing processes, manufacturing facilities or sub-tier suppliers.

FLOW DOWN: Seller shall flow down all relevant order requirements and information to sub tier suppliers. This includes the C of C requirements per section 9 and all relevant PO technical exceptions or notes. Refer to GE’s latest Aviation System Quality Clauses S-1005 and S-1007.

RIGHT OF ACCESS: Seller shall grant right of access to Buyer, its customer, or 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. On-site verification by Buyer, its customer or regulatory authorities shall not absolve the Seller of the responsibility to provide products or services that meet order requirements.

RECORDS: Seller shall retain all C of C’s and other records generated during the manufacturing process (i.e. control plans, routers, travelers) for at least 10 years. Seller shall provide these records promptly upon Buyer request. Discarded records shall be destroyed in an irreversible manner that renders them unreadable and unusable.

TRACEABILITY: Seller shall maintain traceability of the materials and outside processes that are used to produce the item to the C of C’s.

EMPLOYEE AWARENESS: Seller shall ensure that employees are aware of their contribution to product or service conformity, their contribution to product safety and of the importance of ethical behavior.

COUNTERFEIT PARTS: Seller shall plan, implement and control processes to prevent the use of counterfeit or suspect counterfeit parts.

PERFORMANCE: Seller shall maintain a quality level of zero defects and an on-time delivery level of 100% on all items delivered to Buyer. Failure to meet these performance requirements may result in Buyer requesting a corrective action and/or quality performance improvement plan from Seller.

QUALITY MANAGEMENT SYSTEM: Seller shall implement a quality management system for the purpose of meeting Buyer performance requirements. Compliance with ISO 9001 and/or AS9100 with third party registration is preferred.

SPECIAL PROCESSES: Seller shall ensure that special processes (i.e. anodizing, chemical conversion coating, heat treating, painting, passivation) are performed by suppliers that are approved by the design authority, if applicable. Nadcap certified suppliers are preferred. A special process C of C shall be provided for each manufacturing lot. Special processes that are not outsourced may be listed on the primary C of C with the specification number and revision level included.

RETURNS. Thierica, in the event of termination of a contract or sales arrangement by a purchaser from Thierica, shall have the right to return to Seller, for full credit, unused blank parts, unopened paint containers, and other materials purchased hereunder for which Thierica no longer has use.

WARRANTY. Seller warrants that all goods or services ordered hereunder will conform to the specifications, drawings or samples, whether furnished by Seller or provided by Thierica, and will be merchantable and free from any defects in material, design and workmanship; and Seller further warrants that all material purchased hereunder is manufactured in accordance with the Seller’s specifications and shall be fit and sufficient for the purposes for which it was intended. Seller shall hold Thierica harmless from any loss, damage, or expense whatsoever, including attorneys’ fees, that Thierica may incur as a result of any breach of such warranties.

DEFAULT. In the event of Seller’s default or apparent inability to perform this order, Seller agrees, upon demand by Thierica, to deliver to Thierica the raw materials and work in process acquired in order to perform under this order, and Thierica may then complete the work, deducting the cost of such completion from the price, or in the alternative, pay to Seller the reasonable cost of such raw materials and work in process.

PATENTS, ROYALTIES, AND ENCUMBRANCES. All goods and services supplied shall be free from liability or royalties, patent rights, liens, or other encumbrances. Seller warrants that the goods specified in this Purchase Order and their sale or use along, or in combination according to Seller’s specifications or recommendations, if any, will not infringe upon any United States or foreign patents. Seller agrees to indemnify and hold harmless Thierica and anyone selling or using any of Thierica’s products against all judgments, decrees, costs and expenses resulting from any alleged infringement, and Seller further agrees that upon request of Thierica and at Seller’s expense, Seller will defend Thierica against all claims of infringement.

COMPLIANCE WITH LAWS. Seller warrants that no law, rule, regulation or ordinance of the United States, a state or local government, or any other governmental agency, has been violated in the manufacturer or sale of the items, or in the performance of services covered by this order, and will indemnify and hold Thierica harmless from loss, cost or damage as a result of any such actual or alleged violation.

GRATUTIES. Seller warrants that it has not offered or given and will not offer or give to any employee, agent, or representative of Thierica any gratuity with a view toward securing any business from Thierica by influencing such person with respect to the terms, conditions or performance of any contract with, or order from, Thierica.

NONDISCLOSURE OF CONFIDENTIAL MATTER. Materials purchased hereunder with specifications, drawings, samples, or other data furnished by Thierica, shall not be quoted for sales to others by Seller without Thierica’s written authorization. Such specifications, drawings, samples or other data furnished by Thierica or any other information gained by Seller in connection with this Purchase Order shall be treated as confidential information by Seller, shall remain Thierica’s property, and shall be returned to Thierica on request.

TOOLING. Invoices for tools, if tooling is expressly covered by this Purchase Order, will not be paid until production pieces are approved by Thierica’s inspection department. Tooling is defined as all materials, drawings, tools, dies, fixtures, patterns, molds, testing apparatus, machinery and equipment, together with all other manufacturing aids used in the manufacturer by Seller. In the event any tooling purchased hereunder is furnished by Thierica at its expense or is furnished by Seller and the cost thereof paid by Thierica, such tooling shall be Thierica’s sole property and shall be subject to removal at any time at the option of Thierica. Seller agrees, at its expense, to maintain in commercially usable condition and in good order and repair, appropriately identify, inventory, preserve and store all Thierica-owned items of tooling referred to in this paragraph for such reasonable period of time as specified by Thierica. Any and all items of tooling which are Thierica’s sole property shall at any reasonable time be subject to inspection and examination by Thierica. Such property, while in Seller’s custody and control, shall be held at Seller’s risk and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Thierica.

INDEMNITY AND HOLD HARMLESS. Seller shall indemnify and hold harmless Thierica from any and all liability, losses, claims, damages, suits, and demands, including attorney fees and costs, that may arise as a result of injuries or alleged injuries suffered by any person as a result of use of goods manufactured and/or assembled by Seller and sold to Thierica pursuant to this Purchase Order.

NOTICE OF LABOR DISPUTES. Whenever an actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, Seller will immediately notify Thierica of such dispute.

APPLICABLE LAW. This transaction shall be governed by and interpreted in accordance with the laws of the state of Michigan.

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