Terms and Conditions

Terms and Conditions of Sale

Terms and Conditions of Sale

THESE TERMS AND CONDITIONS EXCLUSIVELY GOVERN ALL SALES OF PRODUCTS (“PRODUCTS”) AND THE PROVISION OF SERVICES (“SERVICES”) BY CTRENDS, INC. (“SELLER”).

BY ACCEPTING DELIVERY OF THE PRODUCTS OR THE PERFORMANCE OF SERVICES DESCRIBED IN THE APPLICABLE SALE DOCUMENT, BUYER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS WITHOUT MODIFICATION BY ANY PRIOR OR LATER COMMUNICATION FROM BUYER. SELLER’S ACKNOWLEDGMENT OF A PURCHASE ORDER OR SELLER’S FAILURE TO OBJECT TO ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER SHALL NOT BE DEEMED AN ACCEPTANCE OF THOSE TERMS AND CONDITIONS OR A WAIVER OF OBJECTION TO THEM. SELLER DOES NOT AGREE TO ANY MODIFICATION OR WAIVER OF ANY TERM OR CONDITION CONTAINED HEREIN, UNLESS THAT TERM OR CONDITION IS EXPRESSLY REFERENCED, AND THE MODIFICATION OR WAIVER IS EXPRESSLY AGREED-TO IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. THESE TERMS AND CONDITIONS TAKE PRECEDENCE OVER ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER, DOCUMENT OR OTHER COMMUNICATION FROM BUYER. OR BUYER’S REPRESENTATIVE.

THIS ORDER, EXCEPT AS OTHERWISE PROVIDED HEREIN, IS NON-CANCELABLE AND NON-RETURNABLE. ALL SHIPPING SCHEDULES, AFTER AGREED TO IN WRITING BY THE PARTIES, SHALL BE FINAL AND CANNOT BE MODIFIED UNLESS AGREED TO IN WRITING BY BOTH THE SELLER AND THE BUYER.

PRICES, TERMS OF PAYMENT

PRICES; TERMS OF PAYMENT: Prices and payment terms for Products or Services are as set forth in the Sale Document. Prices are exclusive of, and Buyer shall pay, all taxes, duty, freight charges and all other similar fees, such as forwarding agent’s and broker’s fees, consular fees, document fees and import duties. Buyer agrees to pay these taxes unless Buyer has provided Seller with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer’s place of business and any jurisdiction to which Products are to be directly shipped or where Services are to be performed hereunder, or unless the sale is otherwise exempt from these taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. All payments shall be made by cash on delivery, company check, credit card, or by wire transfer to an account which will be designated by Seller in accordance with the terms specified in the Sale Document, without abatement, set-off, or deduction of any amount whatsoever and despite any defense or counterclaim Buyer may have against Seller. A late charge of 1.5% per month (or the maximum rate allowed by law if less) will be assessed on all outstanding amounts not paid within the terms specified in the Sale Document. Buyer shall be liable for costs of collection, including reasonable attorneys’ fees and court costs, in any action to collect past due amounts.

Seller reserves the right to establish and/or change credit and payment terms extended to Buyer when, in Seller’s sole opinion, Buyer’s financial condition or previous payment record warrants such action. Further, on delinquent accounts, Seller shall not be obligated to continue performance under any agreement with Buyer. If Seller believes in good faith that Buyer’s ability to make payments may be impaired or if Buyer shall fail to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Buyer shall remain liable to pay for any Products already shipped.

DELIVERY; RISK OF LOSS; TITLE; SECURITY INTEREST

All shipments of Products shall be Ex Works (as defined in Incoterms 2000) Seller’s facility in Foothill Ranch, California, unless otherwise specified in writing by Seller. Title and risk of loss and damage shall pass to Buyer upon delivery of Products to a carrier at Seller’s facility. Buyer agrees, however, that Seller shall retain a purchase money security interest in all Products and to any proceeds thereof, until the purchase price and any other charges due to Seller shall have been paid in full. Buyer agrees to execute any financing statement or other documents as Seller may request in order to perfect Seller’s security interest. Upon any default by Buyer hereunder, Seller shall have all rights and remedies of a secured party under the California Commercial Code, which rights and remedies shall be cumulative and not exclusive. Buyer’s failure to pay all amounts hereunder in full when and as due shall constitute a default hereof and shall give Seller all rights of a secured party, including the right to repossess and remove all or any part of the Collateral from Buyer. Any repossession or removal shall be without prejudice to any other remedy of Seller hereunder, at law or in equity.

Delivery dates quoted by Seller are estimates only and are subject to various delays, whether in the control or beyond the control of Seller. Buyer acknowledges that any delay in delivery shall not give rise to any liability on the part of Seller whatsoever, including for loss of use or INDIRECT OR CONSEQUENTIAL DAMAGES. Transportation and insurance shall be at Buyer’s sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only. In the absence of specific shipping instructions from Buyer and agreed to by Seller, Seller will select the carrier and method of shipment.

ACCEPTANCE AND RETURNS

All products shall be deemed and presumed to be correct and acceptable to Buyer and in full compliance with the quantities and specifications ordered, with all warranties made herein unless, within 30 days from the date of delivery, Buyer shall have notified Seller in writing to the contrary. Any claims for shortages or in transit damage must be made to Seller in writing within 10 days from the date of delivery. All claims and returns must, moreover, be submitted to Seller’s facility referencing the appropriate invoice. All returns must be authorized in advance by Seller or on Seller’s Standard return authorization form.” THERE SHALL BE NO OVER OR UNDER SHIPMENTS MADE, UNLESS THE PARTIES EXPRESSLY AGREE IN WRITING TO THE CONTRARY. AN OVER OR UNDER SHIPMENT SHALL BE CONSIDERED A SHIPMENT OF A QUANTITY OF MORE OR LESS THAN 5% OF THE ORDERED QUANTITY. IT IS AGREED THAT THE SELLER IS NOT IN BREACH IF ANY QUANTITY SHIPPED AND DELIVERED VARYS LESS THAN 5% FROM THE QUANTITY ORDERED.

WARRANTIES

Seller warrants to Buyer that for a period of 30 days following the delivery of product to Buyer, the Products will be free from defects in material and workmanship and will function in substantial compliance with the manufacturer’s written specifications thereof.
Buyer’s exclusive remedy shall, in any case, be limited, at the Seller’s election, to: A) Repair or replacement of the defective products; B) Refund of the purchase price thereof of C) Crediting of the same against future purchases by Buyer. All defective product returns must be accompanied with a third-party’s failure analysis report unless previously agreed to in writing by Seller. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE BY SELLER WITH RESPECT TO THE PRODUCTS. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY THE SELLER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

Buyer agrees that, regardless of the claim or other form in which any legal or equitable action may be brought by Buyer against Seller and/or its affiliates and their respective officers, directors, representatives, agents, subcontractors, and employees (collectively, the “Seller Parties”), none of the Seller Parties shall be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, including, without limitation, loss of profits, revenue, promotional expenses, injury to reputation, or loss of customers. Buyer’s recovery from the Seller Parties or any of them for any claim in any way arising from or related to the Products, Services or this Agreement shall not in the aggregate exceed the amount actually paid to Seller by Buyer for the Products or Services irrespective of the nature of the claim, whether in contract, tort, warranty, strict liability, product liability or otherwise and whether arising in whole or in part from the negligence of any of the Seller Parties.

Seller shall further not be liable for any failure or delay in the performance of order or contracts or in the delivery or shipment of Products or for any damages suffered by Buyer by reason of such failure or delay, when such failure or delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference of embargoes, strikes, labor difficulties, shortage of labor, fuel, power, material or supplies, transportation delays, delays in deliveries by Seller’s vendors or any other cause or causes (whether or not similar in nature to any of those herein specified) beyond Seller’s control.

LEGAL COMPLIANCE; EXPORT CONTROL

Buyer shall comply with, and be responsible for obtaining all licenses, permits and other approvals required under, all applicable foreign, national, state and local laws and regulations relating to the purchase or use of the Products or Services, including laws regulating imports and exports and transactions with non-U.S. persons. Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Regulations of the United States. Buyer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Products sold by Seller cannot be transferred, sold or re-exported to any party on the Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and Security (BIS), any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department.

USE OF PRODUCTS

Buyer certifies that it will be the recipient of Products to be delivered by Seller. Buyer acknowledges that the Products are subject to the export and/or import control laws and regulations of various countries including the Export Administration Laws and Regulations of the United States and the export control regulations of Singapore, the European Union, and the UK as amended. Buyer agrees to comply strictly with all U.S. and other country’s export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required and acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Products sold by Seller cannot be transferred, sold or re-exported to any party on the Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and Security (BIS), any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department. Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

PATENTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY

Seller makes no representation concerning patents, trademarks, trade names or service marks (collectively “Patents”) of any of its Products. If any Product includes software or other intellectual property, such software or other intellectual property is provided by Seller to Buyer subject to the copyright and user license, if any, for such Products, the terms and conditions of which are set forth in the license agreement accompanying such Product. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Buyer acknowledges and understands that Seller is not the manufacturer of any Products ordered or to be supplied to Buyer and is not liable to Buyer or any third party for any infringement claim or any other intellectual property or trade secret issue, right or claim that may arise in relation to any Product.

VENUE, JURISDICTION, ATTORNEY’S FEES, MEDIATION

Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in collection of any sums owing by Buyer or in Seller’s enforcement of any provision of this Agreement and Seller shall not be obligated to make any further deliveries to Buyer. Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney’s fees.

It is agreed that this Agreement has been made and entered into in Orange County, California and enforcement of this Agreement shall be governed by the laws of the State of California. By acceptance of the Products, Buyer irrevocably consents to the personal jurisdiction of California, and agrees that Orange County is the proper venue for any litigation disputes under this Agreement.

Before any court action or any proceeding is filed by either party involved in this transaction, the parties will participate in a mandatory mediation, which will last a minimum of four hours.

If any disputes arise between Seller and Buyer and a lawsuit is ultimately filed, the prevailing party shall be entitled to recover their reasonable attorney’s fees and costs, in addition to any other relief afforded.

ENTIRE AGREEMENT

This Sales Order Confirmation and the Terms and Conditions set forth herein constitute the entire Agreement between Seller and Buyer. If the terms and conditions of this Agreement differ in any way from the terms and conditions of Buyer’s purchase order or any other document submitted by Buyer, this Agreement shall govern and shall not be construed as a “counteroffer” of any kind. Buyer’s acceptance of the Products shall be conclusive presumption that Buyer has accepted all terms and conditions of this Agreement. No addition to or modification of the terms of this Agreement will be effective unless made in writing and signed by both Seller and Buyer.

If any inconsistencies exist between this Sales Order and any Purchase Order the Buyer may have issued, the terms of this Sales Order shall govern.

Terms and Conditions of Purchase

Terms and Conditions of Purchase

THESE TERMS AND CONDITIONS EXCLUSIVELY GOVERN ALL PURCHASES BY CTRENDS, INC. (“BUYER”).

BY DELIVERING THE PRODUCTS OR THE PERFORMANCE OF SERVICES DESCRIBED IN THE APPLICABLE SALE DOCUMENT, BUYER SHALL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS WITHOUT MODIFICATION BY ANY PRIOR OR LATER COMMUNICATION FROM SUPPLIER. BUYER’S ACKNOWLEDGMENT OF RECEIPT OF A SELLER’S TERMS AND CONDITIONS OF SALE OR BUYER’S FAILURE TO OBJECT TO ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN THE SUPPLIER’S TERMS AND CONDITIONS SHALL NOT BE DEEMED AN ACCEPTANCE OF THOSE TERMS AND CONDITIONS OR A WAIVER OF OBJECTION TO THEM. BUYER DOES NOT AGREE TO ANY MODIFICATION OR WAIVER OF ANY TERM OR CONDITION CONTAINED HEREIN, UNLESS THAT TERM OR CONDITION IS EXPRESSLY REFERENCED, AND THE MODFICATION OR WAIVER IS EXPRESSLY AGREED-TO IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BUYER. THESE TERMS AND CONDITIONS TAKE PRECEDENCE OVER ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS CONTAINED IN ANY PURCHSE ORDER, DOCUMENT OR OTHER COMMUNICATION FROM SUPPLIER OR SUPPLIER’S REPRESENTATIVE.

DUTIES OF SUPPLIER

Supplier shall:

Use statistical techniques for product acceptance and related instructions issued by CTrends.
Implement a quality management system that is compliant to the principles of an accredited quality management system standard e.g. – ISO 9001
Ensure that persons are aware of:
- their contribution to product and service conformity
- their contribution to product safety
- the importance of ethical behavior

All parts must be in original factory sealed packaging, new and unused, unless otherwise approved & documented by CTrends. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. CTrends’ purchase order number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading.

Supplier acknowledges that all orders are placed with the understanding that time is a crucial consideration. In the event Supplier fails to deliver the parts within the time specified, CTrends may, at its option, decline to accept performance and terminate the Agreement or may demand its allocable fair share of Supplier’s available parts and terminate the balance of the Agreement. Any late or short shipments are subject for cancellation by CTrends without CTrends incurring any additional costs or obligations. Notice must be provided by the Supplier, within three (3) days after receipt of a purchase order from CTrends, which the Supplier is unable to supply the complete order by the date specified. Failure to provide notice within that time will cause the Supplier to be subject to any and all damages incurred by CTrends due to its failure to receive the ordered parts in a timely fashion.

SHIPMENT

Shipment shall by FOB Destination. Supplier assumes all risk of loss until receipt by CTrends. Title to the parts shall pass to CTrends upon receipt by it of the parts at the designated destination. If the parts ordered are destroyed prior to title passing to CTrends, CTrends may, at its option, cancel the Agreement or require delivery of substitute parts of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss or destruction of the parts is partial, CTrends shall have the right to require delivery of the parts not destroyed or lost.

RIGHT TO INSPECT AND RETURN NON-CONFORMING GOODS

All materials furnished are subject to inspection. CTrends and/or its customer shall have a reasonable time after receipt of the parts, and before payment, to inspect them for conformity hereto, and delivery hereunder shall not be deemed accepted until CTrends or the customer has run an adequate test to determine whether the parts conform to the specifications hereof. Use of a portion of the parts for the purpose of testing shall not constitute an acceptance of the whole, or any part of the shipment. If performance tendered does not wholly conform to the provisions hereof, CTrends shall have the right to reject the delivery. Nonconforming Goods will be returned to Supplier, freight collect, and risk of loss will pass to Supplier upon CTrends’ delivery to the common carrier. If any items or articles are found at any time not to meet specifications, the lot or any faulty portion may be rejected. Before offering a lot, Supplier should eliminate any items that do not meet the requirements of the Purchase Order specifications. (i.e.: Exact Part Number, Date Code, Packaging, Labeling, Markings etc.) In the event of part failure, parts will not be sent to a 3rd party test house and the customers test paperwork will be the only paperwork supplied for the RMA. If the customer cannot test the parts in a timely manner, the parts will be returned to Supplier with no penalty to CTrends.

SUSPECTED COUNTERFEIT PARTS

If substandard/counterfeit parts are supplied to fill this order, said parts will be impounded indefinitely with no financial obligation of CTrends to pay for the goods as counterfeit parts have no value. CTrends will also notify ERAI & GIDEP that substandard/counterfeit parts were supplied.

IF THE SUPPLIER FURNISHES THE BUYER WITH SUSPECTED COUNTERFEIT PRODUCTS UNDER THIS PURCHASE AGREEMENT, THESE ITEMS WILL BE IMPOUNDED BY THE BUYER.

Supplier must promptly replace suspected counterfeit product with product acceptable to the Buyer and the Seller will be liable for all costs relating to impoundment, removal, and replacement of the suspected counterfeit product. The Buyer may turn such product over to the U.S. Governmental authorities for investigation and reserves the right to withhold payment for the product pending the results of the investigation.

For these Terms and Conditions, suspected counterfeit product is defined as product that has an indication (per IDEA-STD-1010 or AS6081) of having been copied or substituted without legal right or authority to do so, being product whose material, performance, or characteristics are misrepresented, or being product that is produced or distributed in violation of intellectual property rights, copyrights, or trademark laws.

Other Terms and Conditions

If selling services to the Buyer, the Supplier must also utilize qualified personnel to perform the services in a professional and workmanlike manner and in accordance with testing or service specifications indicated on Buyer’s purchase order.
The Buyer must approve in writing beforehand if Seller intends to outsource any testing or services to another party.
The Seller must notify the Buyer if the Seller becomes aware of nonconforming processes, product, or services related to this contract and obtain the Buyer’s approval regarding disposition.
The Seller must not make substitutions or changes for this order without prior written approval from the Buyer.
The Seller must notify the Buyer of changes to the Seller’s processes, products, or services.
The Seller must notify the Buyer if the Seller becomes aware of changes in product definition.
The Seller must flow down all applicable requirements specified on the Buyer’s purchase order to its supply chain.
Seller must retain its records for product, service, process control, and quality at the Seller’s location for a minimum of fifteen years unless otherwise specified on the Buyer’s purchase order.
The Seller must give access to the Buyer, the Buyer’s customer, and regulatory authorities to all facilities involved in the order and to all applicable documented information.
The Seller must ensure its employees are aware of their contribution to product and service conformity, their contribution to product safety, and the importance of ethical behavior.
It is the Seller’s sole responsibility to ensure the accuracy of all proforma invoice and customs documentation including declared values. The Buyer will not accept under-valued invoices.
Goods must be received by the Buyer on or before the due date listed on the Buyer’s purchase order.
If the Seller is an authorized distributor, it must notify the Buyer beforehand if the product it is selling either:
- Was not procured by the Seller directly from the original manufacturer or
- Has not been in the Seller’s control since being delivered from the original manufacturer.
The Seller must not supply Buyer with product that contains conflict minerals (tantalum, tin, gold or tungsten that originated in the Democratic Republic of the Congo or surrounding countries).
All static sensitive material must be handled, marked, and packaged in accordance with ANSI/ESD S20.20.
The Seller shall keep confidential all information obtained or created during the performance of the inspection activities, except as required by law.
The Seller agrees to comply with the Responsible Business Alliance Code of Conduct.
To the extent not exempt, the Seller shall abide by the requirements of US Code of Federal regulations 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). 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. Moreover, 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. In addition, the Supplier will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. To the extent not exempt, the Supplier shall also abide by the requirements of 29 CFR Part 471, Appendix A.
Seller must maintain an effective business continuity plan that prevents events from negatively impacting its ability to supply product to the Buyer.

LIMITATION OF LIABILITY, INDEMNITY, HOLD HARMLESS

Supplier shall indemnify, hold harmless, and at CTrends’ request, defend CTrends and its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the parts provided under this Agreement, including, without limitation, (i) any claim based on the death or bodily injury to any person, or destruction or damage to any property; (ii) any claim based on the negligence, omissions, or willful misconduct of Supplier, and (iii) any claim by a third party against CTrends alleging that the parts provided under this Agreement, infringe a patent, copyright, trademark, trade secret, or other proprietary right of a third party.

Should CTrends’ use, or use by its customers, of any parts purchased from Supplier be enjoined, be threatened by injunction, or be the subject of any legal or administrative proceeding or accusation, Supplier shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing parts or ; (b) obtain for CTrends or its customers the right to continue using the parts; or (c) if none of the foregoing is possible, refund all amounts paid for the infringing parts.

JURISDICTION, VENUE, MEDIATION, ATTORNEY’S FEES

The Courts of the County of Orange County, State of California, will have exclusive jurisdiction and venue of any dispute that arises out of or relating to this Agreement and purchase order. California law will govern any dispute that arises out of or relates to this Agreement and purchase order. Before any legal action is filed concerning this Agreement and purchase order, Supplier and Component Trends agree to participate in mediation before a neutral mediator prior to commencing suit, unless exigent circumstances exist, such as the need to file a request for injunctive relief. If any dispute arises between you (supplier) and CTrends and a lawsuit is filed, the prevailing Party will be entitled to recover their reasonable attorneys’ fees and costs.

NOT A FIRM OFFER

This writing does not constitute a firm offer as defined by the Commercial Code and otherwise, and may be revoked at any time prior to acceptance.

ENTIRE AGREEMENT

This Agreement may not be added to, modified, superseded, or otherwise altered, except by writing signed by an authorized CTrends representative. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Supplier, which are inconsistent with the terms and conditions herein, are hereby rejected. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If any inconsistencies exist between this Purchase Order and any Sales Order or other documentation issued by the Supplier, the terms of this Purchase Order shall govern.

Supplier Quality Requirements

SUPPLIER QUALITY REQUIREMENTS (SQR’s)

Q01 MANDATORY COMPANY APPROVAL OF SUPPLIER CHANGES
When specified on individual Purchase Orders, Company requires mandatory written approval for any change to supplier’s product or services.

Q02 OPTIONAL COMPANY SOURCE INSPECTION
Company reserves the right to inspect any and/or all work on this Purchase Order at the supplier’s facility. The supplier will be notified in advance of shipping date if Company source inspection is required.

Q03 QUALITY PROGRAM REQUIREMENTS
The seller shall have developed and maintain a quality program within the organization.

Q04 INSPECTION SYSTEM REQUIREMENTS
The seller shall have developed and maintain an inspection system within the organization.

Q05 NON-CONFORMING DOCUMENTATION
Any deviation to Company’s requirements set forth in this Purchase Order shall be documented and submitted to Company for disposition prior to product shipment from supplier’s facility.

Q06 PHYSICAL TEST REPORTS
Materials furnished in fulfillment of this order must be accompanied by copies of certified test reports of the physical properties of the material if available.

Q07 CERTIFICATION OF COMPLIANCE
The seller shall include with each shipment copies of a certifying statement that attests to the seller’s compliance with all the requirements of the Purchase Order. An authorized representative of the supplier shall sign the certificate.

Q08 RIGHT OF ENTRY / CUSTOMER ACCESS
Access to your facility (documents, personnel, equipment, material and facilities) shall be made available to CTrends, and/or our customers, to determine and verify the quality of the work, records, and material.

Q09 SUBCONTRACTING WORK
Seller is prohibited from subcontracting any portion of the work to be performed as specified in this Purchase Order, unless authorized by the buyer in writing.

Q10 RECORDS
Seller shall maintain records of manufacturing and trace ability of materials used in the fabrication of the product produced in fulfillment of this Purchase Order. The records shall be maintained for a period of 7 years after completion of the Purchase Order and be made available for review to the buyer upon request.

Q11 SUBSTANDARD PRODUCT
Seller shall not use parts procured out of China to fulfill any orders, unless prior approval has been given by CTrends. If suspect/counterfeit parts are furnished to fulfill our orders or are found in any of the goods delivered, such items will be impounded indefinitely with no financial obligation of CTrends to pay for the goods as counterfeit parts have no value. The Seller shall be liable for all reasonable costs relating to the removal and replacement of counterfeit parts.

Q12 HANDLING AND STORAGE
Seller shall have a system in place for proper MSL identification, handling & storage of parts.