1. ACCEPTANCE

a) Unless otherwise specifically agreed to in writing, the following terms and conditions shall apply to the SUPPLIER’Sacceptance of Purchase Order and CMT Materials, Inc. (CMT) acceptance of ordered items. The acceptance of order by the SUPPLIER shall be conclusive evidence of the SUPPLIER’S approval, consent, and agreement to the terms and conditions herein. Any terms and conditions listed on any SUPPLIER documents which are in addition to or in conflict with these terms and conditions are objected to and shall not become part of this transaction.

 

2. CONFIRMATION OF ORDER

a) The SUPPLIER must acknowledge the order and notify CMT, if the order will be fulfilled or not.

 

3. PAYMENT

a) Unless otherwise stated on the Purchase order, all invoice payments will be issued within thirty (30) days after the receipt.

 

4. PRICES

a) All prices are stated in U.S. Dollars and shall stay firm during the entirety of the purchase order.

 

5. DELAY IN DELIVERY

a) If the SUPPLIERbecomes aware of any circumstances that are likely to cause a delay in delivery of the ordered item(s), the SUPPLIER will immediately notify CMT in writing stating the reason for the delay and the updated delivery date. Upon receipt of this information, CMT reserves the right to keep or cancel the purchase order without liability or penalty.

 

6. LIABILITY

a) The SUPPLIERis liable for all defects in items delivered, including concealed defects, even if they are recognizable and discovered only upon processing, installation, and/or use. The SUPPLIER shall indemnify and hold CMT harmless from all claims arising from infringement of industrial property rights, patents, copyrights, and other third-party rights, and SUPPLIER agrees that it will defend at its own expense any and all suits against CMT for infringement of any United States or foreign patent, copyright, or other intellectual property right.  CMT has the option to reject nonconforming items.  All rejected items will be returned at SUPPLIER’S SUPPLIER shall maintain insurance in a reasonable amount, and shall provide a Certificate of such insurance to CMT upon request.

 

7. RISK OF LOSS

a) Unless otherwise indicated on the CMT Purchase Order, title and risk of loss with respect to the Products will remain with SUPPLIER until the Products have been delivered to and accepted by CMT, or an agent or consignee duly designated by CMT, at the location specified on the front hereof. A packing slip must accompany each shipment. If a shipment is to a consignee or agent of CMT, a copy of the packing slip must be forwarded concurrently to CMT. If no packing slip is sent, the count or weight reported by CMT or its agent or consignee will be final and binding upon SUPPLIER with respect to such shipment.

 

8. WARRANTIES

a) Seller warrants that all goods and services covered by the Purchase Order

i. will conform to any specifications, drawings, samples or other descriptions furnished to SUPPLIER by CMT or mutually agreed to by the parties;

ii. will be merchantable and of good material and workmanship, free from all defects;

iii. will be free of all liens, claims and encumbrances of title;

iv.  will be fit for the particular purposes of such same are required by CMT (which purposes are known to SUPPLIER and SUPPLIER acknowledges that CMT is relying upon the SUPPLIER’S skill and judgment to furnish suitable goods and services);

v.  unless otherwise specified in the Purchase Order, will be new (not used or reconditioned) and shall not have been previously rejected by CMT or any of SUPPLIER’S other customers;

vi.  will not infringe any United States or foreign letter’s patent, trademarks or copyrights;will be manufactured and delivered in compliance with applicable federal, state and local laws, rules and regulations. SUPPLIER warrants that all services contracted to be rendered hereunder

vii. will be rendered in workmanlike manner and will be of a quality and standard acceptable in trade. All warranties shall survive delivery and shall not be deemed waived either by reason of CMT’S acceptance of said goods or services, or by payment for them. NO ATTEMPT BY SUPPLIER TO DISCLAIM, EXCLUDE, LIMIT, OR MODIFY ANY WARRANTIES OR SUPPLIER’S LIABLITY OR CONSEQUENTIAL DAMAGES SHALL BE OF ANY FORCE OR EFFECT.

 

9. INDEMNIFICATION

a) SUPPLIER agrees to indemnify and hold harmless CMT, its agents and employees, from and against (i) any liens, claims, and encumbrances of any kind or nature arising out of SUPPLIER’S performance of the Purchase Order; and (ii) any and all claims, liabilities, losses, damages, costs of expenses of any kind or nature whatsoever, including attorneys’ fees and court costs, that CMT may suffer from breach of this Purchase Order by SUPPLIER or CMT’S ENFORCEMENT OF THE Purchase Order, or in any way connected with the work performed or good furnished by SUPPLIER under this Purchase Order, or because of any claim of adulteration or other defective condition in any manner involving the goods; and (iii) any and all liabilities, claims, losses, damages, demands, costs and expenses of any kind or nature whatsoever, including attorney’s fees and court costs, from claims infringement by the goods of any patent, trademark or copyrights.

 

10. TERMINATION

a) CMT may terminate the Purchase Order at any time without any liability to SUPPLIER:

i. Upon bankruptcy, insolvency or appointment of a receiver of SUPPLIER

ii. Upon failure of SUPPLIER to deliver the goods in exact conformity with the terms of the Purchase Order.

iii. Upon default, breach or revisions agreed to in writing by SUPPLIER or any of its affiliates under the terms of the Purchase Order or any other agreement between SUPPLIER or any of its affiliates and CMT.

 

11. ASSIGNMENT & MODIFICATION

a) SUPPLIERshall not assign, sell, or subcontract this purchase order, or any part thereof, without CMT’s prior written consent.  No modification of this order shall be binding, unless agreed to in writing by an authorized representative of CMT.

b) SUPPLIER will notify CMT immediately of any and all changes to parts, raw materials, services or manufacturing processes either by the SUPPLIER or SUPPLIER’S sub-tier sources.

 

12. FORCE MAJEURE

a) SUPPLIER and CMT may delay delivery or acceptance occasioned by causes beyond its reasonable control, which shall include, but not be limited to, government action or failure of government to act where such action is required, acts of gods and fires; provided that, it shall give prompt notice in writing of any such delay following the commencement thereof and shall have used its best efforts to make delivery as expeditiously as possible. If CMT believes that any such delay may interfere with its operations, it may without liability to SUPPLIER terminate the Purchase Order.

 

13. PACKAGING

a) Unless otherwise specified, all packing and packaging shall comply with best commercial practice.  The price includes all charges for such packing, packaging, and transportation. All items must be packed in accordance with manufacturer specifications. All Hazardous Materials/Dangerous Goods shipped to or on behalf of CMT, must be packaged, labeled, and shipped in accordance with, and comply with the International Air Transport Association (IATA) and Federal Aviation Administration (FAA) regulations, as well as all other applicable laws and regulations.  UN number required with hazardous materials as per IATA and FAA regulations. All shipments must be packaged in a way that shipped material will not be damaged.

 

14. IMPORT/EXPORT COMPLIANCE

a) SUPPLIER shall provide to CMT at its earliest convenience, but in no cases less than twenty-four (24) hours before shipment, the following information for all items.

i. The Harmonized Tariff Schedule code (“HTS”).

ii. The Country of Origin.

iii. For orders shipping from outside of the United States,SUPPLIER shall strictly follow all CMT shipping instructions and shall provide copies of the following documents to CMT prior to, but in no case no later than the time of shipment:

(1) Commercial Shipping Invoice;

(2) Packing List;

(3) Airway Bill

 

15. RCRA

a) SUPPLIER agrees to comply with the RCRA standards applicable to transporters of hazardous waste appear at 40 C.F.R. Part 263. Those regulations apply to “persons transporting hazardous waste within the United States if the transportation requires a manifest under 40 CFR Part 262.”1 EPA’s transporter standards address use of manifests, obtaining an EPA identification number (EPA ID number), record keeping, hazardous substance incident reporting, and affirmative obligations for response to hazardous waste releases during transport. According to RCRA Section 3003(b), 2 these provisions must be consistent with DOT’s hazardous materials regulations.


16. REACH and CLP

a) SUPPLIER expressly undertakes that all chemical substances contained in the products and/or materials supplied under this Agreement (including substances which Supplier does not make or import) comply in all respects with the provisions of (i) the European Regulation (EC) n° 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals entered into force on June 1st 2007 (the “REACH Regulation”), including, if and when applicable, being submitted for registration to the European Chemicals Agency according to statutory registration deadlines and (ii) the European Regulation (EC) n° 1272/2008, concerning the Classification, Labelling and Packaging entered into force on 20th January, 2009 (the “CLP Regulation”).

b) SUPPLIER expressly undertakes to provide relevant information in accordance with REACH Regulation and CLP Regulation for any chemical substance, materials or product supplied under this Agreement, including but not limited to information provided in the relevant safety data sheet or any similar material document enclosed in this Agreement, unless otherwise agreed in writing by CMT.

c) In addition, SUPPLIER undertakes to properly and timely inform CMT of any restriction set forth by the REACH Regulation or otherwise undertaken by the relevant authorities in the implementation of the REACH Regulation, including but not limited to any restriction on use or authorization, impacting or likely to impact the use, sale or otherwise disposal of any substance contained in the products and/or materials supplied under this Agreement.

d) Upon written request of CMT, SUPPLIER shall as soon as practicable provide CMT with the information reasonably necessary to CMT relating to the substances, materials or products supplied under the Agreement to ensure CMT’s compliance under REACH Regulation and CLP Regulation.

e) For the avoidance of doubt, SUPPLIER shall bear all costs, charges and expenses related to pre-registration and registration under REACH Regulation of the chemical substances subject of this Agreement or contained in the products and/or materials supplied under this Agreement or otherwise in connection with the evaluation of the said substances under REACH Regulation as well as for their compliance with CLP Regulation.

 

17. RoHS

a)  Restriction of Hazardous Substances (RoHS) All product delivered on this Purchase Order shall be compliant with European Union Directive 2011/65/EU which is the Reduction of Hazardous Substances (RoHS) directive on the restriction of the use of the below Hazardous Substances in electronic equipment: The RoHS directive aims to restrict the following dangerous Substances commonly used in electronics and electronic equipment. All RoHS compliant components supplied under this Purchase Order shall be tested for the presence of Lead (Pb), Cadmium (Cd), Mercury (Hg), Hexavalent chromium (Hex-Cr), Polybrominated (PBB), and Polybrominated diphenyl ethers (PBDE). For Lead, Mercury, Hexavalent Chromium, Polybrominated Biphenyls and Polybrominated Diphenyl Ethers there must be less than 0.1% of the substance by weight at raw homogeneous material levels. For Cadmium there must be less than 0.01% of the material, when calculated by weight at raw homogeneous materials.

b) Summary of Maximum Concentration values:

i.  Lead (Pb) (0.1%)

ii.  Mercury (Hg) (0.1%)

iii.  Cadmium (Cd) (0.01%)

iv.  Hexavalent chromium (Hex-Cr) (0.1%)

v.  Polybrominated biphenyls (PBB) (0.1%)

vi.  Polybrominated diphenyl ethers (PBDE) (0.1%)

 

18. TSCA

a) The SUPPLIER shall certify that all chemical substances delivered under this contract are on EPA’s TSCA inventory and comply with all applicable rules and orders under TSCA