When selling components in accordance with an authentic purchase order generated by North Shore Components Inc. (NSC), unless otherwise agreed upon in writing, the seller acknowledges and agrees to the following terms and conditions:
1. Goods Requirements – Seller agrees to provide product in accordance with this purchase order and Terms and Conditions. Upon acceptance of a purchase order or shipment of Goods, Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable purchase order, unless Seller objects to such terms in writing prior to shipping Goods.
This Agreement may not be added to, modified, superseded or otherwise altered, except in writing by an authorized NSC representative. Any of the following acts by Seller shall constitute acceptance of this order: signing and returning a copy of this order; delivery of any of the Goods ordered; or returning Seller's own form of acknowledgment.
All goods supplied with this purchase order must be from the same date and lot code, unless otherwise agreed upon in writing by NSC. The Seller agrees to notify NSC of any nonconforming product conditions.
By acceptance of this purchase order the Seller warrants that the Seller will provide access to North Shore Components Inc. Personnel, NSC’S Customers and Regulatory Authorities the right of access to all facilities involved in the processing of this order and all applicable documentation and records.
2. Material Condition Codes (Cnd) – The following guidelines apply to material purchases with condition codes of FN = Factory New and FB = Factory New Broker.
Factory New (FN) – When the FN Code is used a Manufacturer or Franchise Distributor Certificate of Conformance is required to be supplied with the shipment of goods.
Factory New Broker (FB) – When the FB Code is used a Manufacturer or Franchise Distributor Certificate of Conformance is required to be supplied with the shipment of goods.
Certificates of Conformity shall provide traceability to the Manufacturer's Name and Address, Device Type, Date/Lot Code, Quantity of devices in shipment from Manufacturer, Statement certifying material conformance and traceability, Solderability re-inspection date, if applicable, Signature and date of transaction. If applicable, the certificate shall include a statement indicating that alternate die/fab requirements are being used.
3. Department of Defense Priorities and Allocations – The purpose of DPAS is to assure the timely availability of industrial resources to meet current national defense and emergency preparedness program requirements and to provide an operating system to support rapid industrial response in a national emergency.
The Seller warrants that all NSC purchase orders if in support of an authorized program shall be given a priority rating of DX or DO. A DX rating is assigned to those programs of the highest national priority. A DO rating is assigned to those programs that are vital to national defense. An unrated order is a commercial order or a DoD order that is not ratable. A DX rating takes priority over a DO rating which takes priority over an unrated order.
A rated order shall be accepted or rejected, in writing, within 15 working days for DO rated orders and 10 days for DX rated orders
4. Commitment to Executive Order – Supplier will adhere to Executive Order 13224 on Terrorist Financing - Blocking Property and Prohibiting Transactions with persons who Commit, Threaten to Commit, or Support Terrorism, Effective 09/24/2001.
5. Tape and Reel Requirements – Sellers providing goods on cut tape must provide traceability to the Original Component Manufacturer (OCM) or a copy of the labeling information found on the original reel.
6. Delivery of Goods – Shall be made pursuant to the applicable purchase order. In the event Seller fails to deliver the Goods within the time specified, NSC may, at its option, decline to accept the Goods and terminate the Agreement. Seller shall package all items in suitable containers to permit safe transportation and handling. Applicable Electro Static Discharge requirements for the product being ship shall be maintained. NSC's purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.
If the Seller is shipping a box “overnight,” the Seller must notify by email the NSC Buyer and the NSC Shipping Department at the following email address This e-mail address is being protected from spambots. You need JavaScript enabled to view it this e-mail address is being protected from spam bots. You need JavaScript enabled to view it . NSC must have an invoice listing all freight and handling charge before shipping the material to NSC.
7. Payment – NSC shall pay Seller the amount agreed upon and specified in the applicable purchase order. Payment shall not constitute acceptance. Seller shall invoice NSC for all Goods delivered within ninety (90) days of delivery of Goods and must reference the applicable purchase order, and NSC reserves the right to return all incorrect invoices. Unless otherwise specified on the face of a purchase order, NSC shall pay the invoiced amount within forty-five (45) days after receipt of a correct invoice, unless otherwise stated and agreed upon.
8. Warranties – Seller warrants that all Goods provided will be new and will not be used or refurbished. Refurbished parts, reprogrammed parts or parts with bent, formed or oxidized leads, test dots, or test markings will be rejected. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications to “fit, form, and function” for a period of ninety (90) days from the date of delivery to NSC or for the period provided in Seller's standard warranty covering the Goods, whichever is longer. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to NSC Seller's standard warranty and service guaranty applicable to the Goods. If NSC identifies a warranty problem with the Goods during the warranty period, NSC will promptly notify Seller of such problems and will return the Goods to Seller, at Seller's expense. Seller shall, at NSC's option, either replace such Goods, or credit NSC's account for the same.
9. Inspection – NSC shall have a reasonable time after receipt of Goods and before payment to inspect Goods for conformity hereto, and Goods received prior to inspection shall not be deemed accepted until NSC has determine whether the Goods conform to the specifications hereof.
Any product shipped to NSC or its designated party that is found to be counterfeit will be subject to seizure and destruction by NSC or designated third parties, including Testing Houses, Federal or State Authorities.
NSC defines counterfeit as substituted or unauthorized copies of a product identified as being made by the OCM; in which the materials or performance of the product has been altered or misrepresented by someone other than the OCM. A counterfeit component may have been misrepresented by, but not limited to black-topping, remarking, fraudulently altered or misrepresented.
The Seller of such counterfeit or misrepresented products shall agree to reimburse NSC for the full purchase price of the product or material, as well as any related shipping, testing and destruction expenses. The Seller also agrees to be held solely liable for any personal injuries, loss of business, or other legal expenses stemming from the sale, transfer or use of counterfeit or misrepresented products, either knowingly or unknowingly. Furthermore, there is no warranty time limit for products found to be counterfeit or otherwise misrepresented.
10. Product Impoundment and Financial Responsibility – If counterfeit parts are furnished under this purchase agreement, such items shall be impounded. The Seller shall promptly replace such items with items acceptable to the NSC and the Seller may be liable for all cost relating to the impoundment, removal and replacement. NSC may turn such items over to US Governmental Authority Office of Inspector General, Defense Criminal Investigative Service, Federal Bureau of Investigate, etc) for investigation and reserves the right to withhold payment for the items pending the results of the investigation.
11. Governing Law – This order and the performance by Seller and Buyer of the provisions hereof shall be governed by and brought in the courts of the
12. Entire Agreement – This Agreement is the complete, final and exclusive statement of the terms of the Agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and Agreements, whether oral or written, between them relating to the subject matter hereof. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller.
