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Supplier Terms and Conditions of Purchase

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Acceptance of this order is limited to the terms and conditions described herein.

HEATCON, Incorporated and/or HEATCON Composite Systems (Buyer) and Seller agree as follows:

  1. Acceptance of Order:
    This Order is Buyer’s offer to Seller. Written acknowledgement or shipment by seller of products, whichever occurs earlier, shall constitute acceptance of the terms set forth herein. Seller’s Acceptance is expressly limited to the terms and conditions as described herein. The terms and conditions of this Order hereafter shall constitute the only agreement between Buyer and Seller with respect to the subject matter hereof and may not be modified, supplemented, explained or waived by Parol evidence, the suppliers’ order acknowledgement, custom or course of dealing, or in any other way, except in writing signed by an authorized representative of the Buyer prior to delivery.
  2. Specifications:
    The Seller will furnish articles as previously or herein specified or described by the Buyer or is previously shown, furnished or represented by the Seller as to materials, design, style, fit, color, and quantity. The seller may not make any changes to the specifications as to materials, design, style, fit, color, or quantity without prior written consent by the Buyer.
  3. Warranties:
    Seller warrants that the articles supplied by Seller will conform to each of the specifications and standards hereby established between Seller and Buyer for a period of one year after delivery, or as modified in writing between parties and by mutual agreement. Any disclaimer of this express warranty or of implied warranties of merchantability or fitness for a particular purpose shall be ineffective.
  4. Inspection and Rejection of Goods:
    All goods may be inspected by Buyer during production, prior to shipment and within a reasonable time after receipt of products and services by the Buyer, factory, Seattle, WA, or other destination as specified by Buyer. At Buyer’s option, it may return to Seller goods rejected for failure to meet any specifications or required quality, with product disposition and/or refund instructions.
  5. Quantity:
    The Seller will not furnish quantities in excess of those set forth in this purchase order without Buyer’s written permission. The Buyer’s count after receipt is conclusive regarding all shipments.
  6. Delivery and Payment:
    Seller shall deliver to Buyer the product and services contained in Buyer’s purchase order, FOB Seller origin location. The purchase price represented on the purchase order and corresponding invoice(s) do not include any federal, state or local taxes. Purchase price for the products and services shall be paid net within 45 days after invoice.
  7. Cancellation and Return of Products and Services:
    The Buyer reserves the right to cancel this order, without expense, if shipment is not made within the time specified unless a formal extension has been obtained by the Seller, or later delivery requested in writing by the Buyer. The Buyer reserves the right to return products and services, or alternatively, to withhold payment on orders shipped early until date specified by Buyer, unless written approval for early shipment and payment has been provided by Buyer.
  8. Marking:
    The Seller will mark the purchase order number, the quantity and the Seller’s or Buyer’s part number on all related documents.
  9. Packaging:
    Seller is responsible for packaging suitable for air shipment, or as otherwise specified in the Buyer’s purchase order. In the absence of specific requirements, Seller will provide suitable protection from environmental hazards such as corrosion and other forms of contamination, and handling damage during transit.
  10. Remedies:
    Any disclaimer or limitation or remedies for breach of warranties or other contractual obligations of Seller shall be ineffective.
  11. Indemnity:
    The Seller agrees to defend, protect, hold harmless and indemnify the Buyer from any loss or expense, including reasonable attorney’s fees and expenses, of every kind and nature, occasioned by (1) actual or alleged infringement of any patent, copyright, trademark (or other exclusive marks specified by Buyer) or other trade rights or (2) any consequential damages and other liabilities which are the result of the malfunction, including operation and performance, of products and services supplied by the Seller under this order. Buyer shall give Seller reasonable notice of any such claims and give Seller an opportunity to retain counsel of its choice to defend the action.
  12. Protection of Trademarks and Confidentiality:
    Any information provided to Seller regarding Buyer’s design, material specification, purchasing, handling and marketing of goods shall be treated as confidential and shall not be disclosed to third parties.
  13. Affirmative Action:
    Heatcon is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
  14. United States Government Requirements:
    The United States Government has adopted a policy prohibiting trafficking in persons. As such, Heatcon is committed to compliance with all applicable anti-human trafficking laws. Consequently, the parties agree that they will comply with the requirements of 48 CFR 52.222-50 and that these laws are incorporated herein by reference.
    b. The United States Government has issued the Dodd-Frank Wall Street Reform and Consumer Protection Act. This law includes Section 1502 relating to disclosure of Conflict Minerals. Heatcon is committed to compliance with this law and the necessary disclosure is incorporated herein by reference.
  15. Supplier Standards of Business Conduct:
    Seller shall comply with Heatcon standards of business conduct by ensuring that its employees are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.
  16. Applicable Law:
    The laws of the State of Washington, United States of America shall govern in any interpretation or litigation relative to this Agreement. The venue for any suit brought under this contract shall be placed in the Superior Court of the State of Washington in King County and each party hereby submits to the jurisdiction of such court for such purpose.
  17. Partial Invalidity:
    If any provisions of the order is or becomes void or unenforceable by force or operations of law, the other provisions shall remain valid and enforceable.
  18. Other Provisions:
    a. If required by Buyer customers and as may be applicable to the Seller’s products and services, material suppliers shall provide the required documentation, such as Certificate of Conformance, Manufacturer Certification, or Aerospace Certification, whichever is required, with each shipment.
    b. If required by Buyer customers and as may be applicable to the Seller’s products and services, Buyer, Buyer’s customer, or another third party will have access to any applicable areas, at any level of the supply chain, and all applicable records related to Seller’s products and services described by this order. This requirement applies to Seller’s suppliers which support the products and services in this order.
    c. The Seller warrants that the articles ordered shall be produced in compliance with acceptable laws, rules and regulations. No delay or failure on the part of the Buyer in exercising any rights under this order, and no partial or single exercise thereof, shall constitute a waiver of such rights or of any other rights hereunder.
    d. NOTICE: Suppliers of components that are supplied to Heatcon through distribution channels are required to meet the intent of SAE Standard AS9120B. Suppliers are also required to meet the intent of SAE standard AS5553 for electrical components & AS6174 for non-electrical components and materials, regarding Counterfeit Products Mitigation.
    e. Neither party is the agent of the other party; each party is an independent contractor with respect to the other party. No work under this purchase order shall be assigned, nor shall work be subcontracted, without the consent of Buyer.
    f. The Seller shall flow down the applicable requirements for the product/service, and processes to the supply chain, including Buyer’s, the Buyer’s customer or regulatory requirements as per Purchase order notes.
    g. The seller shall employ necessary procedures to assure product protection and safe packaging, as pertains to FOD (Foreign Object Debris or Damage) control and proper ESD (Electrostatic Discharge) protection.
    h. The Seller shall notify the Buyer of any non-conforming product it may have shipped to the Buyer as soon as it becomes aware of such non-conformance.
    i. The Seller shall obtain approval from the Buyer for disposition of non-conforming product
    j. The Seller shall notify the Buyer of any changes in product or processes, changes in suppliers, changes in manufacturing facilities locations and where required obtain the Buyers approval.
    k. Seller shall retain all records having to do with the Buyer for a minimum of 10 years.
    l. The Seller shall grant the Buyer, the Buyers customers, and regulatory authorities right of access to all applicable areas of all facilities at any level of the supply chain involved in the order and to all applicable records.

Form PUR-FM003-01-04 (03/20)
Updated: March 2020


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