Rev. A

1. NANEZ MFG INC. – Terms and Conditions of Purchase Orders

Unless specifically stated otherwise, the following clauses shall form the terms and the conditions of the PURCHASE ORDER.

DEFINITIONS
a. GOODS shall mean the materials, products or services to be purchased or to be supplied as specified in the PURCHASE ORDER and/or any part thereof.
b. PURCHASER shall mean NANEZ Mfg.
c. SUPPLIER shall mean any person or company having a contract for the supply of GOODS to PURCHASER.

2. PURCHASE ORDER CONFIRMATION

SUPPLIER shall acknowledge receipt of PURCHASE ORDER within one business day, confirm pricing accuracy and provide dock date according to NANEZ’s shipping instructions.

3. DELIVERY TERM

The delivery time stipulated for the GOODS shall be strictly adhered to, with a +0 / –3 business day acceptance policy. Without prejudice to SUPPLIER’S obligation to deliver the GOODS on time, SUPPLIER shall give PURCHASER notice in writing immediately because of any delays.

4. INSPECTION

SUPPLIER or any third party appointed shall be responsible for ensuring that all inspections and testing of the GOODS are properly and adequately performed. The GOODS will be subject to final inspection and acceptance or rejection upon arrival at their destination as specified in the PURCHASE ORDER.

5. CHANGE

SUPPLIER shall promptly notify PURCHASER if any GOODS subject in the PURCHASE ORDER are affected by changes in drawings, specifications or design, but SUPPLIER shall not without prior written consent of PURCHASER incorporate any such changes in the order.

6. ACCEPTANCE

In the case of GOODS delivered by SUPPLIER not conforming with the PURCHASE ORDER whether by reason of not being of the quality or in the quantity or measurement stipulated or being unfit for the purpose for which they are required, PURCHASER shall have the right to reject or return such GOODS within a reasonable time of their delivery.

7. TERMINATION

In the event of any breach of the terms and conditions of the PURCHASE ORDER the PURCHASER may terminate the PURCHASE ORDER and may return GOODS previously supplied under the PURCHASE ORDER for full credit by SUPPLIER.

8. LIABILITY AND INDEMNITY

SUPPLIER shall be responsible for and shall indemnify PURCHASER from and against all claims, proceedings, demands and causes of action in respect of any damage, loss or injury (including death) to any person or property arising out of SUPPLIER’s negligence, acts or omissions, without regard to whether any negligence, act or omissions of PURCHASER contributed to such injury, death or property damage.

9. PATENT INDEMNITY

SUPPLIER shall protect, indemnify and hold harmless PURCHASER and its personnel, against any and all liability, loss or expense by reason of any claim, action or litigation in respect of any patent, copyright or trademark, foreign or domestic, resultant from the use or resale of GOODS.

10. WARRANTY

SUPPLIER warrants to PURCHASER and its clients that the GOODS shall comply in every respect with any specifications, drawings and other data forming part of the PURCHASE ORDER and shall be free of defective materials or workmanship and is complete without any omissions. SUPPLIER shall be fully responsible for credit, repair and/or replacement immediately upon being notified by PURCHASER for any omission and defects in the GOODS or any portion thereof which may appear or occur during the warranty period.

11. CONFIDENTIALITY

Any PURCHASE ORDER placed by the PURCHASER including all accompanying designs, drawings, specifications and information which may be treated as confidential and the SUPPLIER shall not make use of the PURCHASER’S NAME or the name of any companies associated with the PURCHASER for publicity purposes without the consent of the PURCHASER.

12. FORCE MAJEURE

Neither party shall be liable for any failure to fulfill any term of the PURCHASE ORDER if fulfillment has been delayed or prevented by force majeure. Force majeure may only be involved if the event preventing the fulfillment is due to no fault of the obligor, is not for his risk and has occurred since the obligation came into being.

13. TAXES AND DUTIES

All taxes, fees and duties assessed against SUPPLIER, in connection with the PURCHASE ORDER by national or local authorities having jurisdiction over SUPPLIER at its place of business and at place of execution of the PURCHASE ORDER shall be for SUPPLIER’s account.

14. INSURANCE

SUPPLIER shall purchase and maintain at its own cost, all applicable insurances as required by law and to cover SUPPLIER’s responsibilities and liabilities under the PURCHASE ORDER. Nothing contained herein shall serve in any way to limit or waive SUPPLIER’s responsibilities or liabilities under the PURCHASE ORDER.

15. APPLICABLE LAW

The PURCHASE ORDER shall be governed, construed and shall take effect in accordance with the laws of California and SUPPLIER agree to submit to the exclusive jurisdiction of the California Courts.

16. SAFETY

Where a service is being provided on property occupied by PURCHASER, SUPPLIER shall be responsible for the safety of all people engaged on the work, all persons who may be affected by activities of SUPPLIER and shall comply with all PURCHASER’s safety regulations and procedures.

17. COUNTERFEIT GOODS PREVENTION

SUPPLIER represents and warrants that Counterfeit Goods are not contained in Goods delivered to Buyer through the implementation of policies that include prevention, detection, and risk mitigation methods to protect against the use of Counterfeit Goods.

SUPPLIER shall maintain a Counterfeit Electronic Parts Control Plan covering electronic parts incorporated into the Goods. Buyer shall have the right to audit Supplier’s compliance with this Section.

Suppliers shall purchase Goods and components thereof directly from the Original Component Manufacturer (OCM) / Original Equipment Manufacturer (OEMs), or from the OCM/OEM authorized or franchised distributor. Procurement through an independent distributor or broker not authorized by the OCM/OEM is NOT authorized.

A certificate of conformance shall accompany each shipment of Goods delivered. If an original OEM/OCM certificate is not available, Supplier shall provide complete and compelling support that any such procured Goods or components thereof are legitimate parts, including all documentation, testing, and/or other information as Buyer may reasonably request.

In the event Supplier becomes aware or suspects that it has furnished Counterfeit Goods, it shall immediately notify Buyer Representative.

18. ANTI-HUMAN TRAFFICKING / MODERN SLAVERY ACT

Supplier represents and warrants that neither Supplier, nor any of its agents or subcontractors, has violated or is under investigation for violating any applicable Human Trafficking Law. Supplier agrees to comply fully, notify promptly if aware of any breaches, and flow down these requirements to all subcontractors. Any violation will be deemed a material breach and entitle Buyer to terminate immediately.

19. CONFLICT MINERALS

Supplier recognizes the risks associated with sourcing tin, tantalum, tungsten, and gold from the Democratic Republic of the Congo and adjoining countries. Supplier commits to comply with Section 1502 of the Dodd-Frank Act and its implementing regulations, including supply chain due diligence, risk assessment, and disclosure.

20. ROHS &/OR REACH COMPLIANCE

Supplier represents and warrants compliance with the European Union’s RoHS directive and REACH regulations regarding Substances of Very High Concern (SVHCs). Supplier shall monitor updates and notify Buyer immediately of any non-compliance.

21. PROP65 COMPLIANCE

Supplier represents and warrants compliance with California’s Proposition 65 and shall provide required warnings.

22. EPLS COMPLIANCE

Supplier represents and warrants compliance with the “Excluded Parties List System” (SAM.gov) when indicated on the Purchase Order.

23. RIGHT OF ENTRY

When required, representatives of Nanez, Nanez customers, and/or applicable regulatory authorities are granted access to the supplier’s facility and related records for Quality Assurance, Quality Control, and Configuration Control. Suppliers must notify the Purchasing Manager in writing of significant changes, including company name, facility location, or senior quality management.