Terms and Conditions

1. ACCEPTANCE: By accepting Purchase Orders, and/or performing hereunder, Seller agrees to comply fully with the terms and conditions of purchase set forth in this document. Acceptance of Purchase Orders is expressly limited to the terms and conditions of Purchase Orders.

2. WARRANTY: Seller warrants that all Goods and Services supplied by Seller under Purchase Orders conform to the requirements, specifications, drawings, samples or other descriptions furnished or adopted by Circuitronics and that they are of good material and workmanship and free from all defects in manufacture or design, and are of merchantable quality and fit for their intended purpose.

3. CERTIFICATE OF CONFORMANCE: Seller must provide a certificate of conformance (C of C) and is required to comply with Circuitronics ISO standards by submitting, upon request, an electronic copy of their ISO certificate registration. Upon expiration of ISO certification, Seller must present a new certification and expiration date.

4. CANCELLATIONS: Circuitronics may cancel orders at any time, in whole or in part by written notice to seller. Circuitronics may cancel any outstanding orders or part of an order without liability by giving two (2) days prior written notice to Seller.

5. SALES AND USE TAX EXEMPTION: Except for purchases of capital equipment, it is hereby certified that the Goods described herein are exempt from the sales and use tax, unless otherwise noted, for the reason that such property is purchased for resale or will become an ingredient or component part of, or be incorporated into, used or consumed in, a manufactured product produced for ultimate sale at retail.

6. CONFLICT MATERIALS: Circuitronics is committed to complying with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 which aims to eliminate illegal mineral trading and the funding of armed conflict in the Democratic Republic of the Congo (DRC) and in adjoining countries. These conflict materials include Gold, Tin, Tantalum and Tungsten that originate from mining or smelting operations in the Conflict Region. Suppliers may not include in any products sold to Circuitronics any Tin, Tantalum, Tungsten or Gold mined in the DRC or adjoining countries that fund conflict. Suppliers must use EICC-GeSI designated Conflict Free Smelters as the source for any of the Conflict Minerals used in products sold to Circuitronics. Suppliers of certain products will be required to submit the EICC-GeSI Conflict Minerals Reporting template.

7. DOMESTIC SPECIALTY METALS: Metal fabrication must comply with DFARS clause 252.225-7014 for domestic specialty metals. DFARS clause 252.225-7009 applies to Purchase Orders. Any articles delivered against Purchase Orders must comply with the requirements of DFARS 252.225-7009.

8. INDEMNIFICATION: Vendor agrees to indemnify, defend and hold the customer, its officers, directors, agents, employees and other related parties harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments that include reasonable attorneys’ fees, costs and expenses, incidental thereto, which may be suffered by, accrued against, charges to or recoverable from any customer indemnitee, by reason of any claim arising out of or relating to any act or error or omission, or misconduct of vendor, its officers, directors, agents, employees or subcontractors

9. FLOWDOWN: If the supplier utilizes a sub-tier supplier for any part of purchase orders, the supplier shall flow down all applicable requirements of the purchase orders where required.

10. RESERVATION OF RIGHTS: Circuitronics expressly reserves all rights and remedies which are available to it at law or equity including, but not limited to, rights and remedies set forth in the Uniform Commercial Code.

11. DEFAULT: In the event of any proceedings in bankruptcy or insolvency by or against the Seller, or in the event of the appointment (with or without the Seller’s consent) of an assignee for the benefit of creditors, or of a receiver, Circuitronics may cancel orders for default.

12. ON SITE: Circuitronics has the right to perform Source Inspections as well as Supplier Audits on site.

13. CHANGES: In the event of change(s) to processes, products, or services, including changes of their external providers or location of manufacture, Circuitronics’ approval must be obtained.