Standard Terms
In the absence of an executed contract between parties, unless otherwise specified in another document, the following Terms and Conditions for Order Acceptance will apply:
1. Preamble
Manufacturer is an electronics manufacturing services provider that furnishes the personnel, material, equipment, services and facilities to manufacture products for original equipment manufacturers and other third parties in accordance with specifications provided by such OEMs and third parties. Buyer desires to engage Manufacturer to manufacture certain of Buyer’s products in accordance with orders issued from time to time by Buyer.
2. Statement of Work
Buyer hereby engages Manufacturer, and Manufacturer hereby accepts Buyer’s engagement, to furnish the personnel, material, equipment, services and facilities to manufacture Products in accordance with Buyer provided Specifications (Gerber Files,BOM, AML, CAD Files, Test Processes, software and firmware, Mechanical Drawings and other Special Instructions) as required by Orders issued by Buyer and accepted by Manufacturer in accordance with Section 3. Manufacturer’s electronics manufacturing services shall be performed in accordance with the Specifications and the applicable IPC-A-610 Workmanship Standard.
3. Ordering
Buyer hereby engages Manufacturer, and Manufacturer hereby accepts Buyer’s engagement, to furnish the personnel, material, equipment, services and facilities to manufacture Products in accordance with Buyer provided Specifications (Gerber Files,BOM, AML, CAD Files, Test Processes, software and firmware, Mechanical Drawings and other Special Instructions) as required by Orders issued by Buyer and accepted by Manufacturer in accordance with Section 3. Manufacturer’s electronics manufacturing services shall be performed in accordance with the Specifications and the applicable IPC-A-610 Workmanship Standard.
(3.1). Manufacturer’s terms and conditions of acceptance are solely within the Manufacturer’s discretion. Buyer’s Orders shall set forth for each ordered Product: the quantity, the applicable Purchase Price and total price, delivery and shipping instructions, the requested delivery schedule, which may be adjusted through regular status reports issued by the manufacturer in accordance with below Section 4. All Orders shall be governed by these Terms and Conditions, which shall not be changed or supplemented without written acceptance by the Manufacturer. Pre-printed terms and conditions on Buyer’s Order form, if any, shall not apply to the Order. No Order is accepted unless Manufacturer issues a Sales Order Acknowledgement or Order Confirmation by document or by email.
(3.2). Order Modification, Cancellation, or Delivery Schedule Changes requested by Buyer will be binding on the Manufacturer upon Manufacturer’s written acceptance of the request and upon terms, satisfactory to Manufacturer that compensate Manufacturer for all costs incurred by reason of such modification, cancellation or deferment. “Costs” as used herein includes engineering, production and overhead costs attributable to the order as well as NCNR Inventory and Excess Inventory and profits not realized by the Manufacturer due to modification, cancellation or schedule changes. In the event of Order cancellation:
(a). Manufacturer will ship and Buyer will accept all Products completed prior to the cancellation date, and
(b). the Product warranty will not apply to the Product which is the subject of the cancelled order.
(3.3). Tooling and Fixtures required to manufacture Buyers products, will be a one-time charge based on a quote for each design. Buyer will retain ownership of the Tooling and Fixtures upon paid invoice. Customer may request tooling and fixtures be returned to them for up to one year from last shipment of the associated product. After one year of inactivity the tooling and fixtures will be disposed of.
4. Shipment and Delivery
Manufacturer will ship products in accordance with each accepted Purchase Order, subject to these Standard Terms and Conditions. Delivery of Products shall be made F.C.A at the loading dock of the Manufacturer’s facility on the dates specified in the Weekly Status Report issued by Manufacturer listing all pending Orders and the production status of pending Orders. Title to, and risk of loss for, Products shall pass to Buyer at the time of delivery of possession of the Products to a common carrier.
5. Acceptance
The Product shall be deemed accepted by Buyer when the Product has passed Manufacturer’s inspection and conforms to specifications and the applicable IPC-A-610 Workmanship Standard and is delivered to Buyer, namely, placed it in the hands of a common carrier. Buyer shall have 30 days to notify Manufacturer of Buyer’s revocation of acceptance of product based on non-conformance to specifications or to the workmanship standard. Buyer’s revocation must be in writing.
6. Price, Invoicing and Payment
Buyer shall pay Manufacturer the Purchase Price as set forth in the Sales Order Acceptance or in any invoice pertaining to a modification or cancellation. The Purchase Price is exclusive of packaging, shipping and insurance costs and federal, state and local taxes, which shall be borne by Buyer. Manufacturer shall invoice Buyer concurrently with each Product shipment. An invoice will include the invoice date, the Order number, and the total price and name (if applicable) and address where payment is to be sent. Buyer shall pay all invoices within thirty (30) days of the invoice date. Payment shall be made in U.S. dollars or other currency agreed by Buyer and Manufacturer. Payment not received when due shall bear interest at the rate of 1.5% monthly from its due date until paid.
7. Engineering Changes
If Buyer requests that Manufacturer incorporate an engineering change into a Product, such request shall include a description of the proposed change sufficient to permit Manufacturer to evaluate it. Manufacturer’s evaluation shall be in writing and shall state the impact of the requested change on the existing delivery schedule and cost. Manufacturer shall not be obligated to proceed with a requested change until the parties have agreed on the changes to the Product, Specifications, estimated delivery schedule and pricing, including the price for additional NRE, rework, tooling and obsolete materials and testing, if any.
8. Force Majeure
Neither party shall be liable for its failure to perform due to any occurrence beyond its reasonable control, including acts of God, fire, floods, war, terror, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances and regulations, allocations and price restrictions, inability to obtain material, equipment or transportation, or any other similar occurrence; provided, however, Buyer’s payment for Products produced and shipped shall not be suspended by any event of force majeure. The party whose performance is prevented by any such occurrence shall promptly give written notice to the other party of the cessation of performance. The party affected by such occurrence shall use commercially reasonable efforts to minimize the effects of the force majeure event.
9. Intellectual Property and Confidentiality
(9.1) Ownership of Intellectual Property. Title to and ownership of all of the technology, trade secrets, know-how and information regarding Products supplied by Buyer to Manufacturer shall remain in Buyer. Buyer hereby grants Manufacturer a limited, non-transferable, non-exclusive revocable license to use Buyer’s software, technology, trade secrets, know-how and proprietary information (Buyer’s Proprietary Information), free of any claim or allegation by Buyer of misappropriation or infringement by Manufacturer of Buyer’s Proprietary Information; provided, however, that Manufacturer’s license to use Buyer’s Proprietary Information shall endure only for the term of the accepted Order. After the termination or expiration of an accepted Order, Manufacturer shall have no further rights to use Buyer’s Proprietary Information as to that Order and Manufacturer shall return to Buyer all documents and materials relating to Buyer’s Proprietary Information. Title to and ownership of any software, technology, trade secrets, know how, and information of Manufacturer (Manufacturer’s Proprietary Information) used by Manufacturer hereunder shall remain the property of Manufacturer.
(9.2) Confidentiality. The parties acknowledge that each party’s Propriety Information set forth in Section 9.1 contains valuable trade secrets. Each party agrees that it will maintain and protect the confidentiality of the other party’s Proprietary Information using the same standard of care that such party uses to protect its own Proprietary Information, which in no event shall be less than reasonable care. The obligation to keep each party’s Proprietary Information confidential survives the termination or expiration of the accepted Order.
10. Manufacturer Restrictions as to Use of Products
Buyer acknowledges and agrees that the products are not designed for and, absent Manufacturer’s express written authorization, are not to be used in IPC Class 3 products (equipment where continued performance or performance on demand is critical such as life support systems or critical weapons systems).
11. Product Warranty
Manufacturer warrants that products supplied to Buyer hereunder will conform to Buyer’s specifications and will be free from defects in workmanship for a period of ninety one year from the date of invoice of the Products to Buyer. Buyer shall notify Manufacturer within [30] days of Buyer’s receipt of
Products, in writing, of any Product defect, which notification shall describe the defect in sufficient detail to permit Manufacturer to isolate the defect. Upon notification from Buyer, Manufacturer will provide Buyer with instructions on returning the Product under a warranty claim. Upon receipt of any Products returned by Buyer pursuant to this Section 11, Manufacturer shall inspect Products in accordance with the applicable IPC-A-610 Workmanship Standard. If Manufacturer determines that the defect is not due to nonconformity with Specifications or the applicable IPC-A-610 Workmanship Standard or is unable to isolate any defect or malfunction in the Product, then Buyer is solely responsible for isolation of the defect or malfunction and Manufacturer will seek instructions on whether Manufacturer should return the Product to Buyer or dispose of it.
If any returned Product contains malfunctions due to nonconformity with the Specifications or the applicable IPC-A-610 Workmanship Standard, then Buyer’s exclusive remedy and Manufacturer’s sole liability under this warranty will be, at its sole option and expense, to correct or replace the nonconforming or defective Product or refund the Purchase Price to Buyer. This warranty does not apply to: any first articles, prototypes, pre-production units, test units of a Product, any Products which have been repaired by Buyer or a third party, any Products which have been altered or modified in any way by Buyer or third party; or any Products which have been subject to misuse, abnormal use or neglect or to components received from Buyer. WELLER EMS will not be held liable in the case of damage to a product that occurs during customer contracted rework.
12. Disclaimer
The product warranty stated above is in lieu of all other warranties, express or implied, statutory or otherwise, including without limitation any implied warranties as to quality, fitness for particular purpose, merchantability or otherwise, whether implied by custom or law. Without limiting the foregoing disclaimer, buyer acknowledges and agrees that manufacturer does not warrant any parts, components or other materials provided to manufacturer by buyer and used in the manufacture of the products.
13. Limitation of Liability
In no event shall the manufacturer by liable to buyer for any indirect, incidental, consequential, special or punitive damages of any kind or nature, including loss of profits damages, arising out of the manufacture, sale, delivery, resale, repair, replacement, or use of any products or the furnishing of any service, whether such liability is based in contract, tort, strict liability or otherwise, even if buyer has been warned of the possibility of any such damages.
14. Indemnification
Buyer shall defend, indemnify and hold Manufacturer and its subsidiaries, officers, directors, employees, agents and representatives harmless from any and all claims, demands, liabilities, actions, suits, proceedings, losses, injuries, death, judgments, and/or costs (including without limitation reasonable attorneys’ fees and related costs) based on or arising out of any claims or demands based on or relating to: Manufacturer’s use of Buyer’s Proprietary Information the design of the Products; Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; Buyer’s violation or alleged violation of any federal, state, or local laws or regulations, including the laws and regulations governing product safety, labeling, packaging and labor practices; or a breach by Buyer of any of these terms and conditions. Manufacturer shall give written notice of any claim or potential claim to Buyer within a reasonable time following the time at which Manufacturer first became aware of the claim for indemnification hereunder. Buyer may, at its option, have control of any litigation and appointment of counsel in defense of any third party claim for which Manufacturer seeks indemnification. No suit or proceeding shall be settled or compromised without the prior written consent of Manufacturer. The obligation to indemnify under this shall survive the termination or expiration of the accepted Order.
15. Governing Law
(a). Merger. These Terms and Conditions and the agreements referenced herein constitute the entire agreement of the parties with respect to Manufacturer’s services for Buyer and can be modified only by written agreement.
(b). Governing Law. The validity, interpretation and performance of these Terms and Conditions shall be governed by the laws of Shenzhen, China, without regard to conflicts of laws principles. Venue for any suit, action or proceeding pertaining to these Terms and Conditions, including any Order, Invoice, Warranty or indemnification claim, shall be in the Shenzhen, or third country such as Singapore, as Manufacturer elects. In any arbitration, suit or action to enforce these Terms and Conditions or for the breach of same, the prevailing party shall be entitled to recover from the losing party all of its costs and expenses therein, including expert fees, deposition costs and attorneys fees as fixed by the arbitrator, trial court and appellate court.
Supplier Terms
1. Acceptance
Agreement by Seller to furnish the goods hereby ordered or the finishing of such goods by Seller in whole or part shall constitute acceptance by Seller of this order. Any terms and conditions proposed by Seller inconsistent with or in addition to the terms of purchase contained herein shall be void and of no effect, unless specifically agreed to by Buyer.
2. Shipment
Unless otherwise specified on the face of the order, all goods must be delivered FOB destination. Title and risk of loss or damage will pass to Buyer at Buyer’s warehouse upon acceptance. Each case or parcel shall be accompanied by a packing list of contents and must show Buyer’s Purchase Order number. If no packing list accompanies the shipment, Buyer’s count will be conclusive on the Seller. Item(s) furnished in quantities other than that specified by the Buyer on the Order are subject to Buyer’s rejection and will be returned at Seller’s expense.
3. Delivery date
Time is of the essence of this order. Seller shall notify Buyer immediately of any delay in delivery, Seller’s notice shall include the reasons for the delay and the actions being taken to overcome or minimize the delay. Such notice shall include a revised delivery schedule and shall not constitute a waiver to Buyer’s rights and remedies hereunder. Buyer may cancel this order for late delivery without cancellation charge.
4. Packing & Extras
No charges will be allowed for transportation, packaging, packing or returnable containers unless otherwise specified by Buyer. WELLER will not be liable for any additional charges that are not specifically stated on the Purchase Order. Any such charges will not be paid by WELLER. Damage to any item(s) resulting from improper packaging will be charged to the Seller.
5. Assignment
The order is not assignable without prior written consent of the Buyer and any attempted assignment without consent shall be invalid.
6. Specifications
The order is not assignable without prior written consent of the Buyer and any attempted assignment without consent shall be invalid.
7. Taxes
The price(s) stated on the face of the Purchase Order include all taxes.
8. Indemnity
Seller shall defend Buyer and hold Buyer harmless against all claims of infringement of the rights of others and against all claims of injury or damage arising out of any act or failure to act by Seller in connection with Buyer’s purchase hereunder.
9. Terms of Payment
The payment due date shall be computed from the later of the scheduled delivery date, the actual delivery date or the date of receipt of a correct invoice. Payment shall be deemed made on the date Buyer’s check is mailed or payment is otherwise tendered.
10. Changes
Buyer shall have the right by written order to make changes in the good to be furnished by Seller hereunder. If such changes cause an increase or decrease in the cost of performance of this order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the order shall be modified in writing accordingly. Any claim by the Seller for adjustment under this paragraph must be asserted in writing within thirty (30) days of the receipt of the notice of change and must include the amount claimed and support cost figures.
11. Cancellation/Termination
action to ensure that all work under the order shall cease and to the extent specified in the Buyer’s notice of cancellation/termination, that all subcontracts and orders are forthwith cancelled/terminated immediately. Seller shall be entitled to reasonable cancellation charges unless Seller shall be in default of performance of the order. Cancellation charges shall be limited to the cost incurred in the performance of the work terminated and in the settlement of all claim arising out of such termination. The total cancellation charges shall in no event exceed the total purchase order price reduced by the purchase order price of the work not terminated. Seller will transfer to Buyer ownership of the property, the cost of which is reimbursed to the Buyer under Section 11. However, the fair value of any such property destroyed, lost, stolen or damaged shall be excluded from the cancellation charges. Nothing in this Section 11 shall affect the right of the Buyer cancel the order under the provisions of Section 3.
12. Termination For Cause
Buyer may, with written notice to Seller, without prejudice to any other rights or remedies provided under this Order, by law or in equity, terminate the Order in whole or part in any of the following circumstances:
12-1) If Seller has been declared bankrupt, makes assignment for the benefit of creditors, or is in receivership; or
12-2) If the Seller fails to execute the work or deliver products in accordance with the performance requirements or delivery schedules; or
12-3) Fails to Execute any of the other terms of the Purchase Order.
In the event Buyer terminates the Purchase Order in whole or part thereof as provided in Section 12 above, Buyer may procure, upon such terms and in such a manner as it may deem appropriate, supplies or services similar to those so terminated, and Seller shall be liable to Buyer for any excess costs, reasonably incurred for such similar supplies and services; provided that the Seller shall continue the performance of the Order to the extent not terminated under the terms of Section 12.
13. Limitation of Liability
Buyer’s maximum aggregate liability for its acts or omissions hereunder shall be limited to a sum no greater than the aggregate value of the Item(s) scheduled for delivery per the Purchase Order issued. Further, in no event shall buyer be liable for punitive, indirect, special, incidental or consequential damages for its acts or omissions hereunder.
14. Waiver
Buyer’s failure to assert its rights under any provision of these terms shall not be deemed a waiver of such rights, nor shall any waiver be implied from the acceptance of or payment for any goods purchased hereunder. No waiver by Buyer shall be valid unless made in writing and signed by an authorized officer of the Buyer.
15. Dispute Resolution
If a dispute arises out of or relates to the Purchase Order, and cannot be resolved through good faith negotiations either Party may refer such claim, dispute or controversy to final, binding resolution by arbitration by the Shenzhen Arbitration Association in accordance with its Commercial Arbitration Rules.
16. Quality
Seller shall establish and maintain a quality control system acceptable to Buyer for the Goods purchased. Seller shall permit Buyer to review production procedures, practices, processes and related documents to determine such acceptability. Seller shall have a continuing obligation to promptly notify Buyer of any violation of or deviation from Seller’s approved inspection/quality control systems and to advise Buyer of the quantity and specific identity of any Goods delivered to Buyer during the period of any such quality violation or deviation. The Seller’s Quality System shall be compliant to the requirements of ISO9001 unless otherwise specified in the purchase order.
17. Rights To Inspect
Buyer has the right to inspect the Item(s) upon delivery to the Buyer’s place of business and, in to any other rights it may have, the right to reject any defective Item(s), which fail to conform to the specifications and descriptions set forth in the Purchase Order. The Buyer will promptly notify the Seller in writing of all claimed defects and non-conformity, and such defective or nonconforming Item(s) will be held for Seller’s instruction and, if the Seller so directs, will be returned at the Seller’s expense. The failure to inspect, either prior to shipment or upon delivery to the Buyer’s business location, shall not be deemed a waiver to any of the rights of the Buyer under any provision of the Purchase Order.
18. Counterfeit Parts
Seller is hereby notified that the delivery of counterfeit/fake parts is of special concern to Buyer. If counterfeit/fake parts are furnished under the purchase order or are found in any of the goods delivered hereunder, buyer will impound such items. The Seller shall promptly replace such counterfeit/suspect parts with parts acceptable to the Buyer and the Seller shall be liable for all costs, including but not limited to Buyer’s internal and external costs, relating to the removal and replacement of said parts. To further mitigate the possibility of the inadvertent use of counterfeit parts, the Seller shall only purchase components and parts procured directly from the Original Equipment Manufacturer (OEMs) or through the OEM’s authorized distributor chain. Seller must make available to Buyer (if Buyer requests) OEM documentation that authenticates traceability of the components to the applicable OEM. Buyer reserves all contractual rights and remedies to address grievances and detrimental impacts caused by counterfeit/suspect parts.
19. Right Of Access
WELLER, its customers, and regulatory authorities shall be granted the right of access to all supplier and sub-contract supplier facilities and records involved in fulfilling the Purchase Order requirements. All items of the purchase order are subject to in-process quality surveillance by WELLER and/or its customer. At any time, WELLER may notify the supplier of specific requests for on-site surveillance. WELLER reserves the right to request the opportunity to witness any actions in support of this order. The supplier shall provide no less than three business days advance notification to WELLER’s procurement representative before items are ready for any requested WELLER source surveillance. The supplier shall not proceed without WELLER present or without WELLER QA written authorization to proceed. The supplier shall provide reasonable facilities and assistance, including all quality records and related data for contracted goods, upon request.
20. Force Majeure
20-1). Definition. Force Majeure shall mean any event or condition, not existing as of the date of the acknowledgement of the Purchase Order, not reasonably foreseeable as of such date and not reasonably within the control of either Party, which prevents in whole or in material part the performance of the Parties of its obligations hereunder or which renders the performance of such obligations difficult or costly as to make such performance commercially unreasonable, Without limiting the foregoing, the following shall constitute events or conditions of Force Majeure: acts of Governmental action, orders, legislation, regulations, restrictions, priorities or rationing, riots, disturbance, war (declared or undeclared), strikes, lockouts, slowdowns, prolonged shortage of energy supplies, interruption of transportation, embargo, prohibition of import , or export of goods covered by the Order, and epidemics, fire, flood, hurricane, typhoon, earthquake, lightening and explosion. If by any of the above-mentioned causes, an allocation of supplies must be made, the Parties hereby agree that the allocation will be fairly made. It is in particular expressly agreed that any refusal or failure of any governmental authority to grant any export license legally required for the fulfillment by the Seller of its obligations hereunder shall constitute an event of Force Majeure, provided said refusal is not due to the fault of or negligence of the Seller.
20-2). Notice. Upon giving written notice to either Party, a Party affected by an event of Force Majeure shall be released without liability on its part from the performance of its obligations under the Purchase Order, except for the obligation to pay any amounts due and owing hereunder, but only to the extent and only for the period that its performance of such obligations is prevented by the event of Force Majeure. Such notice shall include a description of the nature of the event of Force Majeure, and its cause and consequences. The Party claiming Force Majeure shall promptly notify the other Party in writing the termination of such event.
20-3). Confirmation. The Party invoking Force Majeure shall provide the other Party confirmation of the existence of the circumstances constituting Force Majeure. Such evidence may consist of a statement or certificate of an appropriate governmental department or agency where available, or a statement describing in detail the facts of claimed to constitute Force Majeure.
20-4). Suspension of Performance. During the period that the performance by one of the Parties of its obligations under the Purchase Order has been suspended by reason of an event of Force Majeure, the other Party may likewise suspend the performance of all or part of its obligation hereunder to the extent that such suspension is commercially reasonable.
20-5). Termination. Should the period of Force Majeure continue for more than sixty (60) consecutive days, either party may terminate the Purchase Order without liability to the other Party, except for payments due to such date, upon giving written notice to the other Party.
21. Confidentiality
The Seller undertakes that it and the Seller’s, personnel, agents and subcontractors will fully respect the confidentiality of Buyer’s internal business affairs. The Seller hereby undertakes to treat as confidential and proprietary to Buyer, all information obtained from Buyer or communicated to the Seller pursuant to its Purchase Order (or through discussions or negotiations prior to the Purchase Order being placed) or acquired in the performance of the Purchase Order, and will not divulge such information to any person (except to its own employees and then only to employees who need to know the same) and will use such information solely in connection with performing its obligations under the Purchase Order and not for its own benefit or for the benefit of any third party, provided that this Clause shall not extend to information:
21-1). Which is rightfully in its possession prior to the commencement of the negotiations resulting in the Contract; or
21-2). Which is already public knowledge or becomes so at a future date (other than as a result of breach of this Clause); or
21-3). Which is communicated or disclosed to the Seller by a third party lawfully in possession thereof and entitled so to disclose it.
22. Warranty
Seller warrants that all Goods furnished under the contract shall conform to all specifications and requirements of the specific contract and shall be free from defects in materials and workmanship for a period of one (1) year from the date of acceptance of Buyer. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warrant shall survive inspection, test and acceptance of, and payment for the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after Buyer’s final acceptance. Buyer may at its sole option, either
(i). return for credit or refund, or
(ii). require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non-conforming Goods and re-delivery to Buyer of corrected or replaced Goods shall be at Seller’s sole expense.
23. Indemnity For Infringement
The Seller shall, at its expense, hold harmless and defend Buyer, its customers, and all persons claiming under Buyer, against any claim, demand, action or suit alleging or arising from the infringement of any patent, copyright or trademark or any misappropriation of trade secrets, and shall indemnify the aforesaid parties against damages, costs, and expenses, including all legal expenses, arising there from by reason of the manufacture, sale or the normal and intended use of the articles and services covered by the Purchase Order. Seller shall be given adequate notice of such claims and will assume full and exclusive control in the defense thereof. Buyer will provide reasonable cooperation to the Seller by supplying relevant documents and making Buyer employees available for consultation and testimony. Seller will compensate Buyer for such cooperation.
24. Export Control
Seller agrees to notify Buyer if any deliverable under this Purchase Order is restricted by export control laws and regulations. Seller agrees to comply with all applicable P.R.C. export control laws and regulations, specifically including, but not limited to, the requirements of the Arms Export Control Act, including the Export Administration Regulations (EAR); including the requirement for obtaining any export license or agreement, if applicable. Without limiting the foregoing, Seller agrees that it will not transfer any export controlled item, data, or services, to include transfer to foreign persons employed by or associated with, or under contract to Seller or Seller’s lower-contract suppliers, without the authority of an export license, agreement, or applicable exemption or exception. Seller shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorney’s fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission of Seller, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.
25. Ethical Standards Of Conduct
Seller shall neither receive nor give any gifts, commission or gratuities in connection with this contract. Seller’s employees are required to conduct company business with integrity and maintain a high standard of conduct in all business-related activities. The Seller will indemnify Buyer against all losses liabilities, claims, costs and expenses that may result from loss of or damage to any property, or injury to or the death of any person that may arise out of any act or omission or negligence of the Seller in connection with the Purchase Order.
26. Traceability & Audit Records
Flow down requirements -Seller and Seller’s suppliers shall retain all records and documents pertaining to the Goods for a minimum of three (3) years unless otherwise specified. Such records and documents shall date back to the time the contract was issued and shall include without limitation, pricing, material certificates of conformance, component date codes, invoices, inventory records, for purposes of verification of prices or rates charged by Seller for Goods procured by Buyer. Once the retention period has been met, the seller will contact Buyer for appropriate disposition. After Buyer, their customer and authorities shall have right of access to all facilities involved in the order and all applicable records. Buyer shall have the right to examine, reproduce and audit all such record relating to pricing and performance to evaluate the accuracy; completeness and currency of cost and pricing data submitted with Seller’s bid or offer to sell.
27. Entire Agreement
This contract contains the entire agreement of the parties and supersedes any and all prior agreements, understandings and communications between Buyer and Seller related to the subject matter of this contract. No amendment or modification of this contract shall bind either party unless it is in writing and is signed by Buyer’s Authorized Procurement Representative and an authorized representative of Seller.
28. Dispute Resolution & Governing Law
This contract is governed by and construed in accordance with the laws of Shenzhen, China; no consideration shall be given to Shenzhen’s conflict of laws rules.
1. Background & Introduction
This Supplier General Quality Requirements document is defined as the basis of all quality agreements between all WELLER legal entities (“Buyer”) and WELLER suppliers (“Seller” or “Supplier”).
2. Scope & Purpose
This document defines the general requirements relating to the quality of all products or services purchased by the buyer from the supplier during the term of any agreement including but not limited to purchase orders, global business agreements, or other terms and conditions documents referencing this document. Any deviations, exceptions or additional requirements shall be mutually agreed in writing between buyer and supplier. Specific quality criteria, targets and similar measures will be mutually agreed in product specific component quality plans , if not already defined in a product specification. When referenced by the applicable agreements, all of these requirements will comprise a complete quality agreement between buyer and supplier.
Buyer companies serve a variety of industries and business segments and as such, Buyer has unique supplier quality requirements specific to these industries and business markets. Processes and tools described in this agreement represent the core expectations and requirements of our business partners.
The terms of purchase transactions between Buyer and Supplier are governed by a general business agreement or terms and conditions checklist. If neither of these agreements exists the terms governing purchase transactions between buyer and supplier are the buyers’ standard terms and conditions, which are transmitted with every purchase order.
3. Abbreviations and Definitions
3-1). Certificate of Compliance (COC): A document certified by a competent authority that the supplied good or service meets the required specifications. This is also called certificate of conformance, certificate of conformity.
3-2). Quality Management System (QMS): The system of methods, measurements, and analyses performed to demonstrate product conformity to requirements, ensure process conformity to requirements, and maintain or improve the effectiveness of the overall system. This system is a feedback loop of input to the management review, analysis of data, output of the management review, and implementation of corrective action.
4. Supplier Requirements
4.1. Supplier Quality System
Unless otherwise specified and approved by Buyer, the Supplier is required to have a Quality Management System (QMS) in operation aligned with or similar to ISO9001, ISO13485, IATF16949 or other QMS system. Accreditation by a third party certification body to the current version of QMS standard will be viewed more favorably by Buyer in supplier qualification criteria.
4.1.1 Evaluations of supplier Quality Management Systems (QMS) will be performed by WELLER within one Quarter (3 months) of expiry of existing certifications.
4.1.2 WELLER will notify the supplier of pending expiry and request updated surveys or certifications as appropriate.
4.2 Supplier Provisions
4.2.1 Performance
Risk: Supplier shall inform Buyer immediately if there is any possible risk related to reliability, function, safety or deviation from legal compliance related to Supplier’s product.
Performance Rating: Buyer may evaluate Suppliers business performance (quality, service, and cost of ownership) on a periodic basis and issue Supplier a supplier rating report.
Corrective Action: For those rated Suppliers who received unsatisfactory performance metrics, Supplier shall submit a written improvement plan within one month after receipt of rating report providing a roadmap and commitments on dates when Supplier will reach an acceptable rating.
4.2.2 Amendments
Specific Quality requirements may be amended only with the written consent of both Parties.
4.3 Regulatory Approvals, Product Safety, Supplier Certification and Compliance With Laws
Regulatory: Upon request, Supplier shall obtain all required regulatory approvals, and apply approbation marks accordingly, for products and manufacturing processes. Approvals shall be obtained and products marked, prior to first deliveries.
Safety: Buyer shall identify all relevant safety requirements and provide associated documentation for products designated for use in safety related applications. For other non-safety use related products, Buyer shall inform Supplier of the status of any product attributes Buyer deems important for safety considerations. Where product safety considerations or specifications exist from Buyer, Supplier must demonstrate specific control processes or qualification tests which include but are not limited to product validation, 3rd party qualification, and regulatory testing to guarantee 100% product compliance with Buyers’ safety considerations or specifications.
Supplier Certification: If Buyer requests a Certificate of Conformance (“COC”) that confirms the quality status of products and/or processes for each batch or any other interval, the requested COC shall be provided as requested prior to or with each delivery.
Packaging: Supplier shall comply with packaging regulations of destination including, but not limited to “requirements of Wood Packaging Materials.”
4.3.1 Environmental: Supplier warrants and represents that, unless otherwise specifically agreed by a duly authorized representative of Buyer, all Product supplied and work performed under this agreement shall comply with all applicable laws governing the environmental compliance of the Products similar but not exclusive to the EU Directive 21002/95/EC on Restriction of Use of Hazardous Substances (“RoHS”) and/or (EC) No 1907/2006 on Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”). Supplier shall define and implement appropriate and effective policies in order to ensure compliance to all environmental regulations and shall regularly assess compliance by Supplier and its suppliers. Upon request, Supplier shall inform Buyer of the measures adopted to ensure compliance with specifically identified environmental regulations. Any exemption to any environmental requirements which the Supplier wishes to utilize must be agreed to in writing with the Buyer.
4.3.2 Upon Buyer’s request Supplier shall provide Buyer with full materials content information using the designated format provided by Buyer. Supplier warrants that the information it provides Buyer based on this requirement is correct and complete and will provide a Certificate of Compliance with each full materials content response provided to Buyer. In the event that a failure to comply with this Section is detected, Supplier shall, upon Buyer written notice, immediately remedy such failure so that its conduct and Product conforms to the Rules;
4.3.3 Upon Buyer’s request, Supplier shall certify compliance with applicable laws and regulations identified by Buyer and provide such evidence of compliance, which may include but not limited to, test results, test verification, and lab reports. Such evidence shall be retained by supplier to be made available to buyer on request for a minimum of three (3) years from date of test.
4.4 Change Management
Product Change Notifications are required for all changes to production and prototype components affecting non-interchangeable form, fit or function and including, but not limited to, production performance, reliability, safety, appearance, serviceability, dimensions, tolerance, conformance to regulatory agencies, change of machinery, factory change, change of sub-suppliers, change of manufacturing process, etc. Notification by Supplier shall be independent of the last delivery date. All PCNs shall be submitted in writing to WELLER Buyer. WELLER Buyer will submit all PCN’s to WELLER Program Manager and then the Program Managers will forward to applicable customer(s) based on customer requirements. PCNs must be provided 90 days prior to any change implementation. In case of Product Discontinuance, Seller shall provide written notice of planned Product Discontinuation.
4.4.1 6 months minimum from the notice for last order dates
4.4.2 12 months minimum from the notice for final shipment release dates
4.5 Audit
Buyer has the right to conduct audits and inspections with respect to the manufacture, sale and delivery of Products, Environmental capability, and all other Seller activities in these requirements. At Buyer’s option, Buyer may conduct an audit or inspection itself or Buyer may select an independent third party to conduct the audit on Buyer’s behalf. If Buyer selects an independent third party to conduct the audit or inspection, Supplier may require that such independent third party execute a confidentiality agreement reasonably acceptable to Supplier. Supplier shall, and shall cause its affiliates, suppliers, employees and agents to cooperate fully, at no additional charge to Buyer, in any audit or inspection conducted by or on behalf of Buyer. Supplier shall immediately take all necessary or desirable corrective and preventative actions to resolve any issues discovered by any audit or inspection conducted by or on behalf of the Buyer.
4.6 Product Approval
Product approval by WELLER’S purchaser is required prior to first shipment of product in the following instances:
● A new part or product not previously manufactured
● Correction of discrepancy on prior submitted parts
● Parts or product modified by engineering change
● Use of material or manufacturer other than previously approved
● Production from new or modified tooling
● Product supplied following change in tooling, manufacturing process, or different manufacturer
● Product from equipment or tooling transferred to another facility
● Subcontractor sourcing change
● Product re-started after 12 months inactivity
● After Purchaser requests to suspend shipment due to Supplier quality concern
4.7 Product Identification & Packing
4.7.1 The product must be marked according to Buyers product specification or other specific product requirements with sufficient protection to the piece part during in-transit transportation and handling. All electrostatic sensitive devices must be clearly identified with an ESD warning label on each tray, tube, or reel within the shipment. All moisture sensitive devices must be packed and marked according to IPC/JEDEC J-STD-033 standard.
4.7.2 Material supplied in industry standard packaging (tape/reel, tube, tray, and bag) must comply with EIA industry standard specifications to ensure proper use in automatic component placement machines. All products must be labeled with both human readable and bar-code information at the lowest level of packaging.
4.7.3 Unless otherwise requested by Buyer, Supplier is responsible for the use of appropriate packing to guarantee adequate protection during the transport of the goods.
4.8 Traceability & Shelf Life
4.8.1 Supplier shall provide a traceable code (lot-, date-, batch code) on the elementary pack which will allow trace back of all materials and process steps (including sub-contract suppliers).
4.8.2 If a product is usable within a limited-time only, the Supplier must indicate the expiration date on the product or on the package.
4.8.3 If any special storage requirements are required, the Supplier must indicate the requirements on the package or specific document along with package.
4.8.4 If any additional special marking is required, Buyer will provide the specifications prior to purchase order placement.
4.8.5 Material delivered to Buyer shall have a minimum of 75% of shelf-life remaining prior to date code expiration. Products older than 1 year as measured by date code on the date of delivery to Buyer will be returned to the Supplier for replacement, unless Buyer has agreed otherwise in writing.
4.8.6 Material shelf-life for soldering-able components (with exception for Printed Circuit Boards-PCBs) shall not exceed 12 months. PCB shelf- life solder-ability shall not exceed 6 months. Supplier shall provide Buyer with solder-ability testing analysis and obtain Buyer acceptance if shelf-life may be exceeded.
4.9 Quality Target Conformance
4.9.1 Delivery Conformance is Expressed in Acceptance Quality Level (AQL):
Supplier standard sampling level AQL is 0.65 unless otherwise defined by Buyer. Supplier standard Sampling plan shall be according to American National Standard ANZI/ASQC Z1.4-2003 “Sampling Procedures and Tables for Inspection by Attributes”or International Standard ISO 2859 “Sampling Procedure for Inspection by Attributes”, or Standardization Administration of the People’s Republic of China (SAC), subjected to the end-user of the product.
● Single Inspection
● Level II
● Normal inspection if not defined
4.10 Quality Information
4.10.1 Suppliers quality control records related to WELLER purchased product shall be retained and available to Buyer for a minimum of three (3) years after the last delivery.
4.10.2 Supplier shall inform Buyer immediately if any test and production control errors arise which may have influence on the quality of the Buyers products.
4.11 Non-conforming Products
4.11.1 A non-conformance is any disruption created by Supplier which impacts Buyer or Buyer’s customers’ process. Typical example on non-conformance include but are not limited to:
● A non-conformance related to the component specification (e.g. drawing, environmental specification, impact on Fit, Form and Function…)
● An unsatisfying response to a complaint (e.g. no timely response, no efficient containment action…)
● A delay or mistake in delivery which leads to disruptions in Buyer manufacturing plant (except if there is evident inadequacy between determined and real delivery requirements)
4.11.2 Non-conforming material shall not be reworked and shipped to Buyer as new product unless prior written authorization has been approved. Supplier shall perform failure analysis on all returned defective material and when requested shall provide results to Buyer. Supplier shall collect the data resulting from returned material failure analysis and evaluate trends and recurrences for continuous improvement
4.11.3 Supplier shall immediately send a Quality Alert to Buyer whenever suspected non-conforming product has been shipped to Buyer.
4.11.4 From time to time, and only upon buyers written release, Buyer may accept non-conforming product. All costs of investigations required to obtain the Buyers release shall be borne by the Supplier.
4.11.5 Supplier shall manage all complaints according to the (SCAR) or equivalent corrective action methodology. Supplier may use their own template or the recommended template (may ask Buyer for template). Specific actions required and defined but not limited to the following:
● Containment action(s) at Supplier premise and in the supply line must occur within 24 hours
● Supplier must analyze all defective parts and provide a failure analysis report to Buyer within two (2) weeks of receipt of defective components.
● Confirmation on corrective and preventive actions shall be submitted to Buyer within 5 working days. Alternatively, where any complex issues is involved, an action progress report shall be communicated within 5 working days with subsequent daily updates.
● Supplier will maintain a clear registration and tracking system of complaints to facilitate progress management and reviews.
● Buyer reserves the right to authorize closure of any SCAR. Buyer shall inform Supplier should Buyer not accept Supplier complaint closure.
4.11.6 Incoming Inspection: Buyer reserves the right to evaluate any Supplier material delivered at Buyer’s Incoming inspection. Buyers’ incoming inspection may cover, but is not limited to, product type, quantity, supplied documents including first article or test reports, dimensional specifications, material specifications, and/or externally visible transportation damage. Buyer is not obligated to perform a more detailed examination upon arrival. Supplier will be notified if rejected parts are identified and, after confirmation of the defective material, rejected material batch shall be replaced by Supplier at Suppliers cost. Buyer shall have thirty (30) days from the date of receipt of Product to inspect and test for conformity with specifications (“Acceptance”), and will either accept, return for rework, or reject the Product. If Buyer returns a Product for rework, Supplier agrees to correct the Product, and resubmit for re-inspection and testing under the same acceptance procedures previously used. In the event Buyer rejects a Product, it shall give Supplier written notice of such rejection stating the reason(s) for unacceptability. Should Buyer fail to reject the Product within such thirty (30) day period, the Product shall be deemed accepted.
4.11.7 Quality Failures of Accepted Product: Supplier is required to furnish a Return Material Authorization for the return of non-conforming product within 48 hours of request. For all non-conforming material discovered at any stage in the process or in the field the Supplier will bear all risks of loss with respect to all non-conforming materials and will promptly pay or reimburse all costs incurred by Buyer. Non-conforming materials costs incurred may include, but are not limited to:
● Costs of materials
● Costs of laboring
● Scrap or replacements
● Unusable finished products
● Line-stop costs
● Disposal by Buyer
● Testing, inspection, and sorting as required
● Field losses
● Recall costs such as shipping and packaging
● Costs that are directly related to the resolution of the non-conformity
● Costs of product(s) or additional material impacted by the non-conformity
● Transportation and handling costs or returned non-conforming material
In cases where time is of the essence and Buyer must disposition the product, sorting and/or reworking costs performed by Buyer will be paid by the Supplier. If Supplier does not respond to Return Request for Defective Products within 3 weeks of request, Buyer reserves the right to dispose of rejected products with all disposal costs borne by Supplier.
4.11.8 Epidemic Failure: If an epidemic failure occurs, Supplier and Buyer will cooperate to implement the following procedure:
Defective products verified as Supplier caused may, by mutual agreement between Buyer and Supplier, either be returned to Supplier or scrapped by Buyer. Rejected products shall be replaced or credited at Buyer’s option. Supplier shall provide immediate product replacement via the most rapid delivery method when significant rejected product quantities are involved.
4.11.9 Buyer payment for any non-conforming materials will not constitute acceptance by the Buyer, limit or impair Buyers right to exercise any rights or remedies, or relieve the Supplier of its responsibilities for the non-conforming material.
5.0 Responsibility
5.1 Changes to this procedure can only be made by approval from the Director of Engineering and the Quality Manager. Request for changes can be addressed to the team by anyone using this process.
5.2 Supplier Responsibility: It is the supplier’s responsibility to develop a contingency plan including all risks related to the environment, government regulations, natural disasters, labor dispute, etc. The supplier should also have a disaster recovery plan in case of an emergency disrupting the delivery of the product or services to WELLER.
5.3 Supplier Responsibility: It is the supplier’s responsibility to ensure that all persons working for the supplier are aware of:
5.3.1 The contribution to product of safety conformity.
5.3.1 The contribution to product of safety conformity.
5.3.2 The contribution to product safety.
5.3.3 The importance of ethical behavior.
6.0 Inspection Data
6.1 The supplier is responsible for recording data per Buyer’s requirements. Data is to be retained at the supplier’s location for a period of 3 years or as specified by Buyer.
6.2 Buyer will supply inspection requirements to the supplier. In the event that specific requirements have not been confirmed, data must (at a minimum) be recorded and maintained per the supplier’s control plan for the given part.
6.3 Data is to be recorded for each manufacturing lot.
6.4 Data must be readily accessible. When data is required by a Buyer representative, the supplier must submit inspection data for the required lot within 24 hours of receipt of request.
6.5 Whenever a data point is found to be out of specification and product has been shipped to Buyer, the supplier is to immediately notify the Buyer Quality Manager and Buyer. Non-conforming product may only be acceptable if a temporary deviation has been pproved by Buyer.
The purpose of this specification is to outline specifications for production of bare printed circuit boards to assure that incoming printed circuit boards (PCB) meet WELLER EMS’s requirements.
All communication with WELLER must be directed through your respective buyer. Please don’t by-pass the buyer under any circumstances. If the buyer is not available, contact the purchasing manager directly.
Any waivers or deviations to requirements will be clearly shown on the purchase order or written agreement. Such change requirements will be valid only for the product on the respective purchase order and will apply only to the number of boards requested on that order.
The supplier must make no changes to the materials or processes used to produce the product without written notification and agreement from WELLER. Should the PCB manufacturer make any such change without written approval, it will be responsible for all costs related to scrap, rework, re-qualification or other costs associated with any unauthorized change.
The preferred PCB panel size for WELLER is 130.00 X 205.00 to 205.00 x 280.00 mm. WELLER length range is from 80.00 to 355.00mm and the width range is 80.00 to 355.00mm. The maximum dimensions are measured to the outside edge of the panel. PCB Panel size must be stated clearly in your quote.
If the PCB image does not have board fiducial marks: The panel shall have a 5.00mm minimum breakaway border around the entire periphery of the panel. Fiducials should be added to the panel and should be at least 2.50mm from the outside edge of the panel. Follow the fiducial criteria noted in step 9 below. If there are components such as right angle connectors that overhang the edge of the PCB, then the border width shall extend beyond the connector overhang. If the PCB supplier is uncertain on this point, please ask your buyer to clarify this point.
If the PCB profile does have board fiducials: The panel shall have a 5.00mm minimum breakaway border around at least two opposites sides of the panel. Fiducials should be added to the panel and should be at least 2.50mm from the outside edge of the panel. If there are components such as right angle connectors that overhang the edge of the PCB, then the border width shall extend beyond the connector overhang. If the PCB supplier is uncertain on this point, please ask your buyer to clarify this point.
The PCB supplier may propose options for de-paneling boards. Acceptable options may be perforated tabs, v-score tabs, and v-score. Please state your proposed optimal method for handling this process on your quote. WELLER defaults to a v-score process.
The PCB supplier may propose options for de-paneling boards. Acceptable options may be perforated tabs, v-score tabs, and v-score. Please state your proposed optimal method for handling this process on your quote. WELLER defaults to a v-score process.
X-Out is defined as a defective board that is a part of a panel array of boards. It has been tested and/or inspected and found to be out of specification by the manufacturer and is marked with an “X” on both sides of the board.
Panels that contain X-Out boards, if shipped, must be packaged separately, marked and grouped by board location in the panel. They must never be mixed intermittently with panels that have no X-Outs.
The total x-Out boards must be less than 10% or ordered quantities. The number of X-Out boards per panel must be limited and controlled by the PCB manufacturer, The chart below defines the standard of x-out per panel:
| # Boards Per Panel | Number of X-outs Allowed | % of Lot with X-Outs |
|---|---|---|
| 1-4 | 0 | 0 |
| 5-12 | 1 | 3% |
| 13-24 | 2 | 4% |
| >=24 | 3 | 5% |
All bare printed circuit board shall have a date code or lot code. If not allowed by customer design, or where not practical by size or layout, the date code or lot code shall be included on the panel frames.
All bare printed circuit board shall have inspection and/or test stamps to indicate acceptability. If not allowed by customer design, or where not practical by size or layout, the stamps shall be included on the panel frames.
–Packing slip which references the respective purchase order number, part number, etc
–Certificate of Compliance
–RoHS Certification (if compliant)
–REACH Certification (if compliant)
–Soldering Sample for each new date code
–Ionic Test results report
–First Article Report for any new board revision
–Indication of date codes included in the shipment
—Upon specific request of WELLER or the end-use customer:
The Restriction of Hazardous Substances Directive 2002/95/EC, short for Directive on the restriction of the use of certain hazardous substances in electrical and electronic equipment, was adopted in February 2003 by the European Union. The initiative was to limit the amount of hazardous chemicals in electronics.
WELLER supports this requirement and its position to avoid the use of conflict minerals mined from the DRC and adjoining countries.
Weller expects the following from our suppliers:
All the materials used by WELLER must be certificated by UL. And all materials we used must be traceable.
Suppliers who are non-compliant with our policy will be reviewed by our materials group to determine supplier status with our organization.