Sunburst EMS Conditions of Purchase
Sunburst EMS Conditions of Purchase REV C
Sunburst EMS Supplier Expectations
Sunburst EMS expects its suppliers providing products or services to maintain or develop a Quality Management System. It is the responsibility of the supplier to ensure that all parties involved in the manufacturing processes of Sunburst EMS product are aware of their contribution to product or service conformity as well as their contribution to product safety. Sunburst EMS has made their representatives aware of the importance of ethical behavior and expect their suppliers to do the same with their representatives and suppliers.
In accordance with this Purchase Order Sunburst EMS has provided to Seller oral or written instructions regarding quantities and delivery dates. This Purchase Order is hereafter referred to as the “Order”. Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Sunburst EMS’s requirements. Sunburst EMS’s acceptance of any products produced or shipped in excess of the terms of this Order shall not constitute a waiver, change, alteration or amendment of any of the terms of this order.
The Seller shall maintain records regarding Buyer’s purchase order, specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data. Records shall be maintained by the Seller for a minimum of two years or as otherwise specified by the customer.
Seller warrants and represents that Goods and/or services delivered/performed, the packaging, labeling and sorting thereof, any installation, repair, maintenance of Goods and any other performance pursuant to said Purchase Order, will be a merchantable quality, free from all defects in design, that the products are provided in strict accordance with the specifications and/or to samples, drawings, designs or other requirements (including performance and/or test specifications) supplied. Seller expressly warrants and represents that all products sold under this Order will conform to the requirements of Sunburst EMS and the supplied drawings or manufacturers’ part number ordered. Seller warrants and represents that all services provided hereunder will be performed to the highest standard of the profession or industry. Such warranties shall survive delivery. At Sunburst EMS’s option, Seller will promptly replace or repair non-conforming products or services or refund amounts paid therefore.
Inspection and Acceptance
Inspection and Test Seller will submit to Buyer all production, functional and quality control test reports and other data as may be requested by Buyer from time to time concerning the products, in order that Buyer can ensure quality control. Seller grants to Sunburst EMS, the right of access for inspection during any reasonable business hours by our representative, our customers’ representative, and any necessary regulatory authorities to the applicable areas of all facilities, at any level of the supply chain involved in the purchase order and to all applicable documentation. The Seller is required to provide support in the form of labor, materials, information, tools and equipment. Seller agrees to fully cooperate with Buyer in effecting such an inspection. Such inspection does not relieve the Seller from responsibility of furnishing material strictly in accordance with specifications.
Inspection at Destination
When the goods have arrived at the destination, the Buyer shall inspect the visual condition of the goods within a reasonable time period. If, as a result of the inspection the buyer finds that the goods do not comply with the contract, the Buyer may by notice in writing to the Seller reject such goods and may require the Seller to repair or replace the rejected goods with goods which comply with the contract. However, such inspection is only of the general and visual condition of the goods at the time of arrival, and therefore the Buyers final decision as to whether or not the goods are acceptable shall be subject to placement of the goods in service, and the Seller shall be responsible for any latent defects not detected by the Buyer during such inspection.
Should the supplier for any reason during the manufacture of the product discover a process non conformity, a product non-conformity or non-conforming services, Sunburst EMS is to be notified immediately for disposition approval. Sunburst EMS will then inform the suppler of the acceptable means of disposition. If any of the products ordered are found, at any time on the premises of Sunburst EMS not to conform to the documentation provided by Sunburst EMS, Sunburst EMS shall have the following options, at its sole discretion; after notice is made to Seller, reject and return such products at sellers expense, (including incoming and return transportation cost); require seller to replace the rejected products on a revised material schedule; and/or require seller to inspect the products and remove defective products and replace with conforming products. If Seller fails to promptly make the necessary inspection, removal and replacement, Sunburst EMS may perform the necessary inspection and sorting of defective products at a reasonable charge to seller. In addition, the Seller shall be responsible for any costs or expenses incurred directly or indirectly by Sunburst EMS from the rejected products, including but not limited to labor and materials that may have been applied to or used on the rejected products prior to the point that it was determined that such products were defective.
Sunburst EMS Property
All tools, equipment or material of every description furnished and/or consigned to Seller by Sunburst EMS Corporation shall be and remain the personal property of Sunburst EMS Corporation. Such property, and wherever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as Sunburst EMS Corporation’s property and shall be safely stored separate and apart from Sellers property. Seller shall not substitute any property for Sunburst EMS’s property and shall not use such property except in filling Sunburst EMS’s order. Seller will, at its expense, fully insure such property against loss, theft or destruction in an amount equal to the replacement cost with loss payable to Sunburst EMS Corporation. At Sunburst EMS’s direction Seller shall ship such property to Sunburst EMS in the same condition as originally received or manufactured by the Seller, reasonable wear and tear excepted.
Seller agrees to protect Buyers confidential information, including but not limited to trade secrets, technical or business data, projections and plans to the same reasonable standard of care and confidentiality with which Seller treats its own confidential and proprietary information and not to use or disclose such information except to the extent required for carrying out the Order and only to those employees and/or subcontractors who have a need to know and after such employees and/or subcontractors have agreed to comply with Buyers confidentiality requirements.
Seller will defend, indemnify and hold harmless Sunburst EMS, its Affiliates, their CMs, distributors and customers from and against any costs, expenses, damages, judgments and liabilities of any kind, including reasonable attorneys’ fees and costs and any amounts awarded by court or agreed to in settlement, arising from or related to any claim, suit or other action based on an assertion that the Product Specifications (a) infringe or misappropriate any third party’s copyright, trade secrets, patent, trademark, trade name, or any other Proprietary Right or (b) are in violation of environmental compliance standards as set forth by Seller in such Product Specifications; and (c) is responsible for, or otherwise caused, damage to or loss of tangible property, or injury to or death of any person.
For all discontinuances or changes, or geographical relocation of manufacturing processes that affect the electrical performance, mechanical form or fit, environmental compatibility or chemical characteristics which apply to a Product, Seller shall provide at least nine (9) months’ advance written notice to Sunburst EMS. During such period, Sunburst EMS shall be able to place orders for such Product prior to the implementation of such changes.
Changes and Specifications
Buyer shall have the right at any time to make any changes, additions or alterations in the items, quantities, destinations, specifications, drawings, designs or delivery schedules, or to direct temporary suspension of scheduled shipments or services, with respect to materials or services governed by this purchase order. Any requests by Seller for changes or adjustments to the original Purchase Order must be negotiated and approved by Buyer to be effective. A revised Purchase Order submitted by Buyer shall confirm Buyer’s agreement to the changes or adjustments requested by Seller. All products are required to be manufactured according to the specifications set forth by Sunburst EMS. Products must be safe and conform to all required specifications when they are available for supply. A safe product is one that provides either no risk or a minimum acceptable level of risk, taking into account the normal or reasonably foreseeable use of the product.
No Products transferred, or services performed, under the Order will be produced containing arsenic, asbestos, benzene, polychlorinated biphenyls (PCBs), carbon tetrachloride, lead, cadmium, mercury,
hexavalent chromium, polybrominated biphenyls (PBBs), polybrominated biphenyl ethers (PBDE), or any other hazardous substances the use of which is restricted under EU Directive 2011/65/EU (RoHS Recast Directive), Regulation (EC) No 1907/2006EU REACH concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH)Regulation, or chemicals restricted under the Montreal Protocol on ozone-depleting substances or the law of the countries into which Product is shipped, unless expressly agreed otherwise by Sunburst EMS in writing. From time to time, Sunburst EMS may request evidence of Supplier’s compliance with EU Directive 2011/65/EU, and Supplier shall make best efforts to provide this information in a timely manner.
Compliance with Laws
To the extent applicable, (a) Seller shall comply with all federal state or local laws, rules, regulations and orders which may be applicable to this Order or Seller, all of which are incorporated herein by reference and made a part hereof, and Seller agrees to incorporate the foregoing provisions in all subcontracts under this Order, (b) in accordance with Executive Order No. 11246, as amended, and implementing regulations in 41 Code of Federal Regulations, Chapters 60 (and the FAR), the Seller agrees not to discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, age, handicap (Rehabilitation Act of 1973, Section 503, P.L. 93-112 and Executive Order 11758), disabled veteran and Vietnam-era veteran (Vietnam Era Veterans Readjustment Assistance Act of 1974, Section 402, P.L. 93-508 and Executive Order 11701), and (c) Seller will take affirmative action to ensure that the Equal Employment Opportunity responsibilities are implemented in employment, upgrading, demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeships. All other applicable provisions of the Rules and Regulations of the Office of Federal Contract Compliance Programs, Equal Employment Opportunity Commission and Department of Labor are hereby incorporated by reference. Further, to the extent applicable, Seller warrants that each chemical substance constituting or contained in products sold or otherwise transferred to Sunburst EMS hereunder, which is required or permitted to be reported for the inventory of chemical substances published by the EPA pursuant to the Toxic Substance Control Act (15 USC Sec. 2601 et. seq.), is as of the time of sale or transfer on the list of such substances published by the Administrator of the EPA, and furthermore such chemical substances are to be properly labeled as required by the Hazardous Substance Act (15 USC Sec.1261 et. seq.). Seller also certifies to its compliance with all applicable provisions of the Occupational Safety and Health Act of 1970, as amended, and its rules, regulations, safety and health standards and general duty obligation, in order to furnish its employees and the employees of Buyer with whom it may contact “employment and a place of employment which are free from recognized hazards that are causing or are likely to cause death or serious physical harm”. Seller will comply with all applicable import /export laws, included but not limited to ITAR and EAR as applicable.
Work on Premises
If Seller’s work and/or rework under this Order involve operations by Seller on the premises of Sunburst EMS or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to persons or property during the progress of such work. Seller shall indemnify and hold harmless Sunburst EMS against all loss (including attorney fees) which may result in any way from any act or
omission of the Seller, its agents, employees or subcontractors. Seller shall maintain such Public Liability, Property Damage, Workers Compensation and other insurance necessary to protect Sunburst EMS from said risks.
General Delivery Terms
Delivery Terms are as follows: all products due to Sunburst EMS are permitted to be a maximum of 3 days early and 0 days late or as otherwise negotiated. Freight delivery terms are Order Specific and shall be specified on the Order. Excessive freight costs caused by noncompliance with Sunburst EMS’s written or verbal routing instructions will be assumed by Seller. Likewise, if Sunburst EMS’s Material Schedule is not met, Seller will bear freight costs which are in excess of normal costs of an on-time delivery. In the absence of written or verbal routing instructions, Seller shall ship by the most economical surface transportation while meeting industry standards for packing/shipping.
Buyer may cancel this Order in whole or part at any time by written notice if any of the following events shall occur: (a) any default in performance on the part of the Seller including, without limitati
on, a breach of any warranty, express or implied, with respect to any of the goods; (b) a failure, in Buyer’s opinion, on Sellers part to make progress in the work so as to endanger it’s performance; (c) Seller ceases to conduct its operations in the normal course of business; (d) Seller becomes insolvent or makes attempts to make an assignment for the benefit of creditors, or proceedings are commenced by or against Seller under any bankruptcy, reorganization, arrangement, insolvency, or liquidation law.
Either Buyer or Seller may suspend performance during the occurrence of an excusable delay, which shall mean and include any delay not occasioned by the fault or negligence of the delayed party and which results from the acts of God or public enemy, restrictions, prohibitions, priorities, or allocations imposed by government authority, embargoes, floods, fires, hurricanes, earthquakes, epidemics, unusually severe weather, delays of similar nature or governmental causes, and strikes or labor disputes (of or involving the delayed party’s employees only). Excusable delays do not include lockout, shortage of labor, lack of or inability to obtain raw materials, fuel or supplies or any other industrial disturbance. Nothing contained in this paragraph shall limit Buyers rights hereunder in any way, except that, in the event of Sellers excusable delay, Seller shall not be liable for Buyer’s incidental or consequential damages resulting from that delay.
It is the duty of all suppliers of Sunburst EMS to ensure to the best of their abilities and knowledge that they are not supplying Sunburst EMS any components that are known to be or suspected of being counterfeit. It is the suppliers’ responsibility to have a counterfeit parts mitigation program and to flow down this requirement to their suppliers. It is the suppliers’ responsibility to purchase components supplied to Sunburst EMS from the OEM or from reputable trustworthy sources. Sunburst EMS reserves the right to seek just compensation from its supplier if it is confirmed the supplier knowingly supplied counterfeit product to Sunburst EMS.
Sunburst EMS requires that all of its suppliers conduct business with all of their customers in a professional ethical manner. Sunburst EMS also compels its employees and suppliers to maintain a professional level of conduct at all times in all business relationships. Sunburst EMS demands its employees adhere to a high standard of ethical values. At no time should any employee of any supplier of Sunburst EMS offer gifts or other items of a monetary value over $25.00. Our supplier selections are based exclusively on the outstanding value offered by the supplier for the goods and services provided. At no time should an employee of Sunburst EMS solicit or accept any form of consideration to deviate from our procedures of supplier selection. If this situation ever arises please contact our human resources department.
For purposes of this Order, “Sunburst EMS” means Sunburst EMS Corporation, and any of its affiliated entities purchasing services or products, hereunder, and “Seller” means the party identified in the Purchase Order.
Entire Agreement; Governing Law
This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof, supersedes any and all prior understandings, negotiations and communications between the parties. This agreement will be construed and enforced in accordance with the laws of the State of Massachusetts and Florida.
Sunburst EMS fully understands the importance of this issue to its customers and is committed to supply chain initiatives and overall corporate social responsibility and sustainability efforts that work towards a conflict free supply chain. We are encouraging all of our suppliers to likewise support these efforts and make information on the origin of their product components easily accessible on their websites and through www.eciaonline.org.
Acceptance of Purchase Order
Acknowledgement and acceptance of Sunburst EMS purchase order implies acceptance of these terms and conditions.