Analytical Components International, LLC Purchase Terms & Conditions

In addition to all warranties implied in fact or law, Seller expressly warrants that all materials, precision components, ultra-hard materials (including synthetic sapphire, zirconia, alumina ceramics, PEEK, polyimide, and high-performance polymers), and sub-assemblies covered by this order shall: (i) be of good quality and workmanship and free from all defects; (ii) strictly conform to all engineering drawings, specifications, descriptions, tolerances, material grades, and samples approved by Buyer; and (iii) be merchantable. Acceptance of or payment for goods shall not constitute a waiver of warranties. Buyer’s approval of samples or drawings furnished for inspection does not relieve Seller from the responsibility to deliver conforming goods. Seller shall furnish full material certifications, Certificates of Analysis (CoA), and Certificates of Conformance (CoC) referencing lot numbers with each shipment.

Seller shall provide Buyer with prior written notification of any proposed changes to the purchased product, materials, components, manufacturing processes, specifications, or manufacturing location that may affect the ability of the purchased product to meet the specified purchase requirements. Such notification shall be provided before implementation of the change and shall include sufficient information for Buyer to evaluate the potential impact on product conformity. Seller shall not implement such changes until Buyer has had an opportunity to review the proposed change and provide any required approval. Changes shall not relieve Seller of its responsibility to supply products that conform to all applicable purchase order requirements, specifications, drawings, and other agreed-upon requirements.

If no price is specified herein, it is agreed that the price will be the lowest price for like goods of like quality charged by Seller from the date hereof until the date of delivery, and in no event higher than last previously quoted or charged to Buyer without prior written authorization. Materials must be packed and marked to secure the lowest transportation rates; no additional packaging, crating, or handling fees will be allowed unless authorized. Overshipments against this order may be returned freight collect and billed back at selling prices.

Material shall not be deemed accepted until after final inspection at Buyer’s facility. Making or failing to make any inspection, payment, or acceptance shall in no way impair Buyer’s right to reject nonconforming goods. Buyer, its customers, regulatory authorities, and the FAA reserve the right of access to inspect any work, equipment, processes, and quality records at Seller’s facilities during business hours.

Defective or nonconforming material will be returned at Seller’s expense, including all transportation charges. Replacement of defective material is at Buyer’s option. Buyer reserves the right to perform repairs on defective material and charge Seller with Buyer’s actual repair costs when Seller is behind in deliveries or when repairs can be made by Buyer at lower cost than returning material to Seller.

Delivery dates specified herein are of the essence. If partial shipments are authorized, Buyer may suspend balance shipments upon notice. Seller’s failure to deliver as specified permits cancellation by Buyer of this order, or any part thereof, without liability. Seller shall, upon Buyer’s request, suspend shipment, delivery, or work operations for such reasonable periods as Buyer may request.

Buyer reserves the right to cancel this order in whole or in part if goods do not conform to any warranty, if Seller fails to make deliveries as directed, or upon Seller’s insolvency. If the order authorizes separate delivery lots, Buyer may reject nonconforming installments or the entire contract. Buyer also reserves the right to cancel undelivered portions of this order due to causes beyond its reasonable control, paying only the contract price for delivered conforming goods and Seller’s actual costs for undelivered goods (not to exceed total contract price), upon which payment all work-in-process and finished goods become Buyer’s property.

Seller shall indemnify, defend, and hold Buyer, its successors, assigns, customers, and agents harmless against any loss, damages, liability, claims, or expenses (including reasonable attorneys’ fees) sustained because of any defect in goods, failure to deliver, or non-compliance with these terms. Seller agrees to pay reasonable attorneys’ fees for Buyer in any legal action or proceeding directly or indirectly involving a defect in goods or delivery failure.

Seller guarantees that materials or supplies specified herein and their sale or use, alone or in combination, will not infringe any United States or foreign patents, trademarks, or copyrights. Seller shall indemnify and save Buyer, its customers, and agents harmless against all costs, damages, judgments, decrees, and legal expenses resulting from any actual or alleged direct or contributory infringement.

Unless otherwise agreed in writing, all dies, tooling, jigs, fixtures, and patterns required for production shall be supplied, maintained, and replaced by Seller at Seller’s expense. Buyer reserves the option at any time to reimburse Seller for tooling expenses and acquire exclusive ownership and possession. Tooling owned or supplied by Buyer shall be properly maintained, safely stored, insured, and returned promptly upon Buyer’s written request.

Seller shall maintain strict confidentiality regarding all designs, drawings, specifications, customer data, and technical matters disclosed by Buyer. Any unpatented knowledge or information disclosed by Seller to Buyer shall be deemed disclosed as part of the consideration for this order, and Seller shall not assert any claim against Buyer arising from its use. Confidential drawings or samples loaned to Seller must be returned promptly upon completion or cancellation.

If Seller performs work on premises owned or controlled by Buyer, Seller agrees to: (i) keep premises free of mechanic’s liens; (ii) perform work at Seller’s sole risk prior to written acceptance; (iii) indemnify and hold Buyer harmless against property damage or personal injury claims arising from such work; (iv) maintain full Workers’ Compensation and Public Liability/Property Damage insurance; and (v) provide certificates of insurance to Buyer prior to commencing work.

Seller warrants compliance with all applicable federal, state, and local laws, including OSHA, EPA, REACH, ROHS, EAR/ITAR, Buy America Act, Walsh-Healey Act, and the Fair Labor Standards Act (FLSA). Each invoice must certify compliance with FLSA. Seller incorporates by reference Executive Orders 10210, 10925, and 11246 (Section 202 Equal Employment Opportunity clause). Seller certifies pricing does not violate the Robinson-Patman Act / Clayton Antitrust Act.

This agreement is governed by the laws of the Commonwealth of Massachusetts, with exclusive jurisdiction in Massachusetts courts. Buyer shall be the sole judge of the adequacy of any assurance of performance demanded from Seller. No course of prior dealings or trade usage shall supplement or explain this agreement. No delay by Buyer in exercising any right operates as a waiver.