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AB Electronics recognizes that the disciplines of quality, health, safety, and environmental management are an integral part of it's core values. The Company views these as a primary responsibility. Adopting appropriate quality standards is the key to our business.

THE MANAGEMENT AND PERSONNEL OF AB ELECTRONICS, INC. IS COMMITTED TO CONTINUALLY IMPROVING OUR PRODUCTS THROUGH INNOVATIVE PROCESSES AND PERSONALIZED CUSTOMER CARE AND BY OUR COMMITMENT TO CONTINUALLY IMPROVE THE EFFECTIVENESS OF OUR QUALITY MANAGEMENT SYSTEM.

ISO 9001:2000

TERMS AND CONDITIONS OF SALE REV A

We cannot accept your Order in its present form.  The sale of material and/or services by AB Electronics (“Seller”) will be made solely under the terms and conditions set forth herein.  No other terms or conditions, whether contradictory or in addition to those set forth herein, and whether dated before or after the date hereof, shall be applicable or enforceable against AB Electronics, unless such other later dated terms and conditions are in writing and signed by a duly authorized representative of AB Electronics.

    1. SHIPMENT, TITLE AND RISK OF LOSS: All sales are made F.O.B. seller’s factory.  Title to goods sold hereunder shall pass from Seller to Buyer upon loading on common carrier, Buyer’s vehicle, or upon delivery by our vehicles.
    2. PATENTS: All work done by Seller is done in accordance with Buyer’s design and specification and Seller shall have no liability for any claims of patent or other intellectual property infringement claims, and Buyer shall indemnify Seller with respect to any such claims.  Buyer represents and warrants to Seller that the specifications, drawings and other information provided by Buyer to Seller for use in connection with this agreement are the sole and exclusive property of Buyer and that Buyer has full legal right to provide such information to Seller for use by Seller in connection herewith.
    3. PAYMENT: All invoices are due thirty (30) days from date of invoice.  Unless otherwise specified, prices do not include applicable taxes, excises, duties, quotation fees or other governmental impositions that Seller may be required to pay or collect under any existing or future law, and any such additional charge shall be paid by and/or for the account of, and reimbursed by, Buyer.  Interest at the rate of twelve (12%) percent per year will accrue on all balances older than thirty (30) days.  A returned check fee of $50.00 will be added to Buyer’s invoice if Buyer’s check is not honored.
    4. LAW: This agreement shall be governed by, subject to and construed according to the laws of the State of Connecticut.  Venue for any proceeding related to a claim herein shall be exclusively in the courts of Danbury, Connecticut.
    5. PURCHASE ORDER CANCELLATION / FORECAST CANCELLATION / TERMINATION / END OF LIFE PRODUCT: Buyer may cancel an order/forecast or defer delivery only upon the prior written consent of Seller and only upon the condition that the Buyer assumes immediate liability and makes payment as requested to Seller for all work completed at the unit price.  Upon notice of cancellation, Seller will provide Buyer documented cancellation charges related to accepted Orders/Forecasts.  Buyer agrees to provide Seller a purchase order for the cancellation costs and/or purchase order for build out quantities to reduce raw material buy back within fifteen (15) days after Buyer acceptance of the cancellation charges.
    6. EXCESS, OBSOLETE MATERIAL LIABILITY: Buyer agrees to assume full liability for components that are purchased to MOQ min/mul and at standard lead times, including NCNR & customer items.  Components with no demand within three months are defined as slow moving or excess.  Seller will identify and justify demand and slow moving items quarterly.  The raw material sell-back will be valued at component standard cost plus material burden (standard cost * quantity * burden).  Seller will use its commercially reasonable efforts to move broken industry package inventory to other seller’s customers.
    7. COSTS: In the event that either party resorts to legal action to enforce or interpret the terms and provisions of this agreement, the prevailing party shall be entitled to recover from the other party the costs of such action so incurred, including, but not limited to, reasonable attorneys’ fees.
    8. RESALE CERTIFICATION:  If this order is marked “Resale”, Buyer certifies to Seller that the goods sold hereunder are purchased for purposes of resale.
    9. WARRANTY: Seller warrants to Buyer that items assembled or manufactured by Seller will conform to the mutually agreed upon specifications and be free from defects in workmanship and material (except defects in material that is furnished by Buyer) upon shipment from Seller’s factory.  Seller’s obligation under this warranty is limited to replacing or repairing at Seller’s option, without charge, any of said items subject to the following:
        1. Mutual agreement that items have manufacturing defects; and
        2. Product is returned within twelve (12) months of the date of manufacture.THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND COMPRISE SELLER’S SOLE AND ENTIRE WARRANTY OBLIGATION AND LIABILITY TO BUYER, ITS CUSTOMERS AND ASSIGNS.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANYPARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED. NO AFFIRMATION BY SELLER, BY WORDS OR ACTIONS, OTHER THAN AS SET FORTH IN THIS SECTION SHALL CONSITUTE A WARRANTY.
    10. LIMITATION OF LIABILITY: SELLER IS NOT LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND RESULTING, DIRECTLY OR INDIRECTLY, FROM THE DESIGN, DELIVERY, MATERIAL, WORKMANSHIP, OPERATION OR  INSTALLATION OF THE ITEMS BEING ASSEMBLED UNDER THIS ORDER, AND SELLER DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN.  BUYER AGREES THAT FOR ANY LIABLITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, SELLER IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY THE BUYER FOR SUCH PRODUCTS OR SERVICES
    11. WAIVER OF JURY TRIAL:  Buyer agrees to waive any right to trial by jury in any action, proceeding or counterclaim brought by Buyer concerning any matters arising out of or in any way connected to the sale of materials and/or services by Seller to Buyer or to the enforcement or interpretation of these Terms and Conditions.
    12. FORCE MAJEURE: Seller shall not be responsible for any failure or delay, in whole or in part, to perform any of its obligations hereunder, to the extent and for the length of time, that performance is rendered impossible due to an event or occurrence beyond the reasonable control of Seller. Such events include but are not limited to acts of God, actions by any governmental authority (whether valid or invalid), riots, wars, sabotage, terrorism, floods, fires, windstorms, hurricanes, natural disasters, explosions, failure or interruptions in transportation, telecommunications or data transmission systems, and other circumstances of substantially similar character beyond the control of, and not reasonably foreseeable by, Seller.
    13. MISCELLANEOUS: Buyer may not transfer or assign (by operation of law or otherwise), these terms and conditions, the related order of the rights, interests or obligations there under without the prior written approval of Seller.  Any waiver, modification, supplement, amendment, consent or acquiescence with respect to any provision of these terms and conditions, the related order or the transactions contemplated here under shall be in a written instrument executed on behalf of both Buyer and Seller.  No waiver of any of the provisions of these terms and conditions or the related order by any party should be deemed or shall constitute a waiver of any other provision, nor shall any such waiver constitute a continuing waiver.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed and delivered,  effective as of the dates set forth below, by their officers, duly authorized.

Made this _______ day of _________________, 20_______.

BUYER:

__________________________________________

(Signature)

By:_______________________________________,

(Print Name of Signatory)

Its Agent, Duly Authorized.

Purchase Order
Terms and Conditions

1. Supplier Quality Monitoring: AB Electronics in accordance with our Quality Management System requirements, monitors our suppliers for product quality and on-time delivery. Suppliers failing to provide quality products according to delivery requirements may be asked for corrective action. Where improvements are not forthcoming, suppliers may be removed from our approved supplier list.

2. Confidential Information: All supplies, blueprints, sketches and other technical information
furnished by AB Electronics shall be deemed confidential information of AB Electronics Such information shall not be reproduced, given to or disclosed to any third party by any Supplier or any agent or employee thereof without AB Electronics express written consent.

3. ITAR/EAR Export Controls/Technical Data: Where drawings and/or POs indicate Export Controls apply, any related information (aka Technical Data) shall be handled as per controls enumerated through the Export Administration Regulations (EAR), implemented by the Department of Commerce for items that have both a commercial and potential military use, and the International Traffic in Arms Regulations (ITAR), implemented by the Department of State. Failure to secure such data may be subject to both criminal and administrative penalties. Fines for export violations, including anti- boycott violations, can reach up to $1,000,000 per violation in criminal cases, and $250,000 per violation in most administrative cases.

4. DPAS: Any purchase made referencing Defense Priorities Allocation System (DPAS) DO or DX ratings shall be handled per 15 CFR Part 700 in accordance with the Department of Defense (DoD) property management system to assure these orders are scheduled and processed ahead of any commercial jobs so as to assure their timely delivery.

5. Flow-down of requirements: AB Electronics requires that you adhere to any/all customer requirements flowed on the PO, drawing, or by other means, including any supplier quality manuals and/or related clauses, and to assure that you have the current revision of said documents. Additionally, as applicable, AB Electronics requires that you flow down all requirements to all interested parties internally and to any sub-tier suppliers performing work on this order.

6. Right of entry: AB Electronics our customers and any applicable regulatory authorities maintain the right to access the supplier’s facility and all applicable records associated with the order, during regular business hours, with limited notice.

7. Nonconforming material: AB Electronics must be notified of nonconforming material in advance of shipment for adequate review and disposition of said product. All such material must be adequately identified and segregated so as to preclude its use. Final disposition/disposal shall be at AB Electronics unless otherwise authorized.

8. Change of Process or Product: AB Electronics must be informed of and must approve any
change in processes, product or supplier made in the performance of the PO.

9. Certification, Inspection, etc: AB Electronics may require certifications of compliance, inspection records and/or test specimens as part of this purchase order. Failure to provide these items may result in the rejection of the shipment. Where certificates (such as C of Cs) are required, the certificate will reference AB Electronics’ PO number, Part number and revision, customer name or end-use (where indicted) and a statement of compliance.

10. Counterfeit Parts: The Supplier shall certify that only new and authentic materials are used in products or goods delivered to AB Electronics and that the products/goods delivered contain no Counterfeit Parts. No substitutions, reworked or refurbished parts/materials shall be acceptable under the terms of this purchase.

11. Foreign Object Debris/Damage: Supplier is required to establish and maintain a Foreign Object Debris/Damage (FOD) prevention program appropriate to the nature of the product/service provided, that employs appropriate housekeeping practices to assure timely detection and removal of residue/debris generated, during operations and normal daily tasks.

12. Ethics Awareness: As some of our products may be for U.S. Government end-use, suppliers will ensure their staff and any consultants or sub-contractors are aware of the importance of ethical behavior and accountability as it pertains to purchases in accordance with these terms.

13. Packaging and Handling: As a minimum, the Supplier shall package all material in a manner that will ensure protection against corrosion, oxidation, deterioration and physical damage during shipment. In addition, when materials delivered are lot-controlled and multiple material lots are shipped, each lot shall be separately packaged and identified. Vendors are also responsible for handling damage that occurred at their location.

14. Retention requirements: Records, whether hard copy or in electronic format, including any test/retain samples, shall be retained for no less than 10 years unless otherwise specified. Upon completion of the retention period, supplier will contact AB Electronics, Inc. prior to disposal of records for approval.

15. Revision levels/trace-ability: As appropriate, any correspondences, including certifications relating this purchase, must reference, as applicable, current PO, Work Order, Part number, Drawing Revision, batch number, etc.

16. Calibration & Testing Suppliers: All such suppliers should maintain a calibration system in accordance with the requirements of ISO 17025, ISO 10012; ANSI Z-540-1, ANSI Z540-3, as appropriate. All Inspection Measuring & Test Equipment (M&TE) used by the Supplier during in- process and final inspection to make a compliance evaluation shall be calibrated against measurement Standards traceable to NIST or an equivalent NMI.

17. Sampling: Where sampling plans are used to accept product, all such plans shall be statistically valid and based on either MIL-105 E or ANSI Z-540 and shall yield no less than an AQL of 2.5 unless otherwise specified.

18. Purchasing: Purchasing is the primary contact and liaison between the Supplier and AB Electronics, any questions relating to sales/purchasing should be addressed to your specific AB Electronics purchasing agent.

19. Questions: All questions concerning quality control/assurance requirements are resolved by contacting the AB Electronics Quality Department

20. Nondiscrimination: The Seller, or its subcontractor, if any, shall not discriminate against any qualified employee or applicant for employment to be employed in the performance of this contract, with respect to hire, tenure, terms, conditions or privileges of employment because of race, color, sex, national origin or ancestry. The Seller, or its subcontractor, if any, agrees to comply with all the provisions contained in the Equal Opportunity Clause, quoted in Executive Order No. 11246 as amended and hereby incorporated in this Purchase Order by reference. As used therein the word “contractor” shall be deemed to mean “Seller,” and the word “contract” shall refer to this Purchase Order. In addition, the Seller shall cause this Equal Opportunity Clause to be included in the subcontracts or purchase orders here under unless exempted by rules, regulations and orders of the Secretary of Labor issued pursuant to Section 204 of the Exec

21. Falsification: The recoding of false, fictitious or fraudulent statements or entries on any paperwork used in the performance work related to a AB Electronics, Inc. Purchase Order may be punished as a felony under federal statute.

22. FAR 52.225-1: Clause I.65 – FAR 52.225-1 – Buy American – Supplies (May 2014); Modified by
DEAR 970.2570 (Nov 2010) applies to all material procured in the fulfillment of this order.

23 Law: This agreement shall be governed by, subject to and construed according to the laws of the State of Connecticut. Venue for any proceeding related to a claim herein shall be exclusively in the courts of Danbury, Connecticut.

24 Costs: In the event that either party resorts to legal action to enforce or interpret the terms and provisions of this agreement, the prevailing party shall be entitled to recover from the other party the costs of such action so incurred, including, but not limited to, reasonable attorneys’ fees.

AB Electronics T&Cs, 6/08/2018

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