Supplier Terms & Conditions

Definitions

JPM - Jaguar Precision Machine, LLC
QMS - Quality Management System
PO - Purchase Order
BUYER - The Jaguar Precision Machine, LLC company that places the order.
SELLER - The person or entity with whom the order is placed.
ORDER - These general Terms and Conditions of Purchase, the purchase order or purchase contract, and any additional BUYER generated documents submitted as part of the ORDER or referenced therein.
GOODS - All deliverable goods, items, products, tools, materials, services, or other deliverables described in the ORDER.
ACCEPTANCE - Acceptance and/or rejection of GOODS shall be based on the terms of the PO.
DAP - Delivered At Place, the SELLER takes on all the risks and costs of delivering GOODS to an agreed-upon location.
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General

JPM requires suppliers to be aware of the importance of ethical behavior and to uphold the commitment to ethical business practices.
JPM requires its suppliers to apply appropriate controls to their direct sub-tier external providers, to ensure requirements are met.
JPM holds the right of access by JPM, JPM's customers, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain.
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Packing and Shipments

Unless otherwise specified, all materials are to be packed in accordance with good commercial practice.
Each package shall contain an itemized packing slip, material and test certifications, quality certifications including Certificate of Conformity (COC), specifications, and other applicable documents as required by the terms of each ORDER. COCs must be signed by authorized personnel.
SELLER shall maintain controls to assure accomplishment of preservation, packaging, and transportation to the Delivered At Place (DAP).
Packaging of hazardous substances must conform to all applicable laws and regulations.

Delivery/Delays

SUPPLIER shall deliver ordered materials by the date specified on the PO or elsewhere in an attachment/exhibit. Any extensions to delivery dates shall be accepted only if confirmed in writing by JPM.
SUPPLIER shall not be responsible for delays resulting from occurrences beyond its control which it could not have reasonably anticipated and provided for. In such event, SUPPLIER shall give JPM written notice within three (3) calendar days of such occurrence. JPM shall determine equitable extension of time for delivery. SUPPLIER's failure to notify JPM of such delay shall constitute a waiver of SUPPLIER's right to a time extension. There shall be no price adjustment by virtue of any such time extension.

Quality System - For Approved Suppliers

SELLER shall establish and maintain a quality controller system acceptable to BUYER in accordance with the quality terms specified in the ORDER. SELLER is required to have implemented processes and procedures to maintain configuration control and BUYER requirements.
Seller shall permit BUYER and BUYER's customer access to SELLER's facility (including those facilities of SELLER's subcontractors) to permit BUYER's review of all the procedures, practices, processes, and related documents to determine such acceptability.
SELLER's quality system shall be designed to eliminate rejects and strive toward a goal of zero defects. The quality system shall include process controls that will provide for inspection and verification of all critical parameters or operations on a regular or continuing basis throughout the manufacturing process.
BUYER does not require SELLER to maintain documents. All required documents specified in Packaging and Shipments shall be included for BUYER's records for acceptance.
SELLER is required to complete the Supplier Quality System Survey (Form-017) prior to accepting an ORDER.

Changes by BUYER

SELLER agrees to incorporate into the ORDER any revised clause or additional clause as BUYER may reasonably deem necessary to enable BUYER to comply with the provisions of the higher-tier contract and any modifications thereto. Additionally, BUYER shall have the right at any time to make changes in the drawings, specifications, quantities, methods of shipment or packaging, and place of inspection, acceptance, and/or point of delivery of any item on the ORDER, and SELLER agrees to be bound thereby. No change shall be effective unless authorized in writing by BUYER.
If such changes result in delay or an increase/decrease in cost to SELLER, SELLER shall notify BUYER immediately and negotiate an equitable adjustment, provided, however, that SELLER shall, in all events, proceed diligently to perform the work or services or supply the items contracted for under the ORDER as so changed. No claim by SELLER for such equitable adjustment shall be valid unless submitted to BUYER in writing within five (5) business days from the date of such change notice, accompanied by an estimate of charges resulting from such change.
BUYER's engineer or technical personnel may, from time to time, render assistance or give technical advice to or effect an exchange of information with SELLER's personnel in a liaison effort concerning the GOODS to be furnished. However, such exchange of information or advice shall not vest SELLER with the authority to change GOODS under or the provisions of the contract, nor shall such change in the GOODS or provisions of the contract be binding upon BUYER unless incorporated as a change directed in writing by BUYER.
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Changes by SELLER

Included in any quotation or proposal, BUYER will be advised of any actual or proposed change in raw material formulation or process from that previously supplied to BUYER by SELLER. Where no formal quotation or proposal was generated by SELLER, SELLER shall advise BUYER of such changes prior to any acceptance or acknowledgment of BUYER's ORDER. Upon receipt of such advice, BUYER shall have the right to terminate such ORDER without liability.
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Assignment and Subcontracting

Neither the ORDER nor any interest under it shall be assignable nor any duties delegable by SELLER, voluntary or involuntary, without BUYER's prior written consent. Any attempt to assign such interest or delegate such duties without BUYER's written consent shall be void. Any such consent given shall not be deemed to waive or prejudice BUYER's right to recoupment and/or set-off claims arising out of any transactions with SELLER, its divisions, affiliates, or subsidiaries, or to settle or adjust matters with SELLER without notice assignees. SELLER shall not subcontract the furnishing of any complete or substantially complete articles required by the ORDER without the prior written approval of the BUYER.
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Installation and Work

To the extent that any of the GOODS require the services of a supervisor, expert or other person connected with or employed by the SELLER ("Expert"), in connection with the installation, adjustment, repair, replacement, or other services to be performed on the GOODS, SELLER agrees to furnish the Expert without charge unless otherwise indicated. The Expert in performing the services shall not be deemed to be the agent or employee of the BUYER. SELLER assumes sole responsibility for the Expert's acts and omissions as well as liability for any taxes or contributions imposed by federal, state, or local law including but not limited to payroll, social security, unemployment, and other taxes.
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Transportation Charges

Except as otherwise mutually agreed to in writing; (i) where transportation charges are separately charged to BUYER by SELLER, such charges shall in no event exceed the lowest legal freight charges via the carrier or routing specified as of the date of shipment and (ii) where transportation charges are allowed to BUYER by SELLER, such allowance shall not be less than the actual freight charges paid by the BUYER or, where BUYER performs the transportation, such allowance shall be in an amount equal to the freight charges which would have been assessed for a like movement via common carrier.
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Warranty

SUPPLIER warrants that all GOODS furnished shall (i) be free from defects in material and workmanship; (ii) conform to specifications and/or drawings; (iii) be new and unused unless otherwise specified; (iv) be of satisfactory and merchantable quality; (v) be fit for their purpose; (vi) conform to applicable specifications, samples, drawings, and descriptions or other requirements, and if of SELLER's design, will be free from design defects; and (vii) be free from any materials that are or may be hazardous or harmful to any organism or require special handling or treatment, except as specifically agreed to by the BUYER. BUYER may reject GOODS that do not conform to these warranties. BUYER may at its option continue to hold the rejected GOODS at SELLER's risk and expense or return them to SELLER's facility at SELLER's expense. In the event of a SELLER nonconformance, the SELLER shall notify BUYER prior shipment. SELLER is required to disposition any nonconforming products and follow up with written verification to BUYER.
The Seller shall, at its own cost immediately and without prejudice to any other right of the BUYER, at BUYER’s discretion, replace or repair any defective GOOD for a period of 12 months from the date of acceptance or as mutually agreed between the parties and documented writing. If action to remedy such defect or damage is not taken by SELLER quickly and the defect or damage is not remedied within a reasonable time, BUYER may proceed to replace or repair the GOODS at SELLER’s risk and expense. The SELLER warrants that the title to the GOODS conveyed to BUYER shall be good and that such title shall be conveyed to BUYER free and clear of all security interests, liens, or other encumbrances. All warranties shall apply to BUYER and BUYER’s customers.
If the SUPPLIER fabricates and/or delivers only, SUPPLIER makes no other warranties, either expressed or implied (including without limitation, warranties of merchantability and fitness of purpose).
As to catalog items, all expressed and implied warranties shall apply.

Order Authorization and Conditions

The ORDER, which incorporates by reference these General Terms and Conditions of Purchase and all other terms, conditions, or provisions set forth on the face of the ORDER constitutes the BUYER's offer to purchase the GOODS as specified in the ORDER. Acceptance of the offer is strictly limited to the terms and conditions in the ORDER. Unless specifically agreed to in writing by the BUYER's authorized procurement representative, any work performed without the prior written authorization of BUYER's authorized procurement representative will not be paid.
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Acceptance of Terms and Conditions

Acknowledgment of any order, shipment of any goods, or the rendering of any services pursuant to a PO shall be deemed an acceptance of these terms and conditions. If SUPPLER accepts an order in any other manner, any additional or differing terms stated in SUPPLIER's acceptance shall be of no effect.
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Complete Agreement

All the terms and conditions on this page and any additional terms, conditions, and requirements of specifications on BUYER's PO to SUPPLIER constitute the complete agreement.
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