Purchasing Terms and Conditions
TERMS AND CONDITIONS FOR THE PURCHASING OF TEGRA MEDICAL GOODS & SERVICE
1. General and Scope of Application
1.1 All purchase orders are subject to these Terms and Conditions of Purchasing which shall be binding between Tegra Medical (“Tegra”) and the supplier or service provider furnishing goods or services to Tegra (the “Supplier”). These terms and conditions will apply to all purchases of products and services by Tegra from the Supplier. Any other terms and conditions proposed by the Supplier in any fashion are rejected by Tegra, unless they have been accepted in writing by an authorized representative of Tegra. These terms and conditions shall not be modified nor revoked by any course of conduct, payment or acceptance of goods and may only be modified by a written instrument signed by an authorized representative of Tegra and the Supplier.
1.2 Seller agrees to make no changes to the design, raw materials, testing, manufacturing, location, quality management system, or method of manufacturing goods produced for Buyer under this purchase order without written notification and written agreement, signed by Buyer’s authorized representative.
2. Orders and Confirmation of Orders
2.1 Please acknowledge receipt of this order and confirm delivery date within 24 hours of receipt.
2.2 If any purchase order of Tegra is not accepted in writing within two (2) weeks after receipt, Tegra shall have the right to cancel the purchase order and be relieved of all liability for the order.
2.3 The Supplier shall not assign its rights nor delegate or subcontract its duties with respect to any purchase order of Tegra and/or this Agreement without the prior written consent of Tegra. Any permitted subcontract shall not relieve the Supplier of its duties and obligations to Tegra and the Supplier shall remain fully liable with respect thereto.
2.4 In the event that the financial situation of the Supplier is deteriorating significantly or if such situation turns out to be different from the way it was presented to Tegra, Tegra shall have the right to withdraw from all contractual obligations.
2.5 Some Tegra terms and conditions are specific to the type of Supplier. The below table summarizes those terms and conditions. Types of Suppliers include:
- Raw Material – Suppliers of raw materials used for production, non-critical service suppliers and quality or
engineering consultants - Critical Outside Service – Suppliers who are providing a service or performing process steps for Tegra Medical that may affect the products conformity with requirements, and cannot be confirmed through subsequent inspection.
- Outside Service – Suppliers who are providing a service or performing process steps for Tegra Medical that may affect the products conformity with requirements which can be confirmed through subsequent inspection.
- MRO / Other – Indirect materials that are used in the manufacture of products or in support of the organization.
| Term & Condition | Raw Material | Critical Outside Service | Outside Service | MRO / Other |
|---|---|---|---|---|
| 2.5.1 Verification that the Supplier’s record retention policy requires retention of manufacturing records (DHR) for 15 years – or – if the Supplier’s normal record retention period is less than 15 years, the Supplier will provide copies of all documentation from their manufacturing step(s) that will be retained as part of the Tegra DHR either with the completion of the individual job (PO), or at the end of their normal record retention period. If the second option is executed, the documentation will become part of the Tegra DHR and follow the Tegra Record Retention Requirements. | N | Y | N | N |
| 2.5.2 Verification that the Supplier’s Calibration & Preventive Maintenance records will be retained for a minimum of 7 years | N | Y | N | N |
| 2.5.3 Provide a Certificate of Compliance attesting that all requirements and specifications for our Part Number have been met, referencing our Purchase Order Number, Job Number, COUNTRY OF ORIGIN, and the measured values when applicable. This Certificate must be signed and dated by a person authorized to release the parts for shipment. | N | Y | Y | N |
| 2.5.4 Keep Heats and Lots Separate | Y | Y | Y | Y |
| 2.5.5 Keep asymmetrical parts oriented. | Y | Y | Y | N |
| 2.5.6 Straightness and cleanliness are critical requirements for our applications. When applicable, our standard for straightness is .002″ per inch. When applicable, our standard for cleanliness is no discoloration on a cloth dampened with denatured alcohol wiped along the length of the part/material. | Y | Y | Y | N |
| 2.5.7 Provide a Material Certification showing Chemical Composition, American Society for Testing and Materials (ASTM) Standard complied, Tensile Strength and Country of Origin, referencing our Purchase Order Number and the Heat/Lot Number of the material being purchased, signed and dated by a person authorized to release the material for shipment. | Y | N | N | N |
| 2.5.8 ALL chemicals, fluids and other potentially hazardous substances MUST be accompanied by both a Certificate of Analysis (C of A) and a Safety Data Sheet (SDS) upon delivery | Y | Y | Y | Y |
| 2.5.9 All ordered goods must be Restriction of Hazardous Substances (RoHS), Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), Substances of Very High Concern (SVHC) and Conflict Minerals compliant. | Y | Y | Y | Y |
| 2.5.10 The quantity referenced on this purchase order is the quantity required. Buyer is not obligated to accept any quantity of ordered goods beyond the quantity stated on the purchase order. Buyer will not pay any invoice amount that is over the authorized quantity on the purchase order. In the event that the Seller ships a quantity greater than the quantity on the purchase order, Buyer reserves the right to return the entire shipment or the over-shipment back to Seller, at Seller’s expense. | Y | Y | Y | Y |
| 2.5.11 A copy of final inspection data for all drawing characteristics that the vendor is responsible for. Sampling plans must comply with C=0, AQL=1.0%. Data must show characteristic requirements and tolerance, actual values measured. | N | Y | Y | N |
3. Secrecy
3.1 Tegra and the Supplier agree that all non-public, confidential information of the other party which they obtain or to which they have access in the course of their business relationship shall be held in confidence and not disclosed to any other parties without the prior written consent of the disclosing party, unless required by law or legal process.
3.2 All drawings, models, samples, prototypes, templates, patterns, tools, etc., that are provided to the Supplier by Tegra or that are produced on behalf of Tegra by the Supplier or third parties and any copies thereof shall not be made available or accessible to any other parties without the prior written consent of Tegra.
3.3 The Supplier shall insure that all permitted subcontractors are obligated in writing to observe and comply with the provisions of Sections 3.1 and 3.2 above.
3.4 The Supplier shall not advertise or publicize its business relationship with Tegra without the prior written consent of Tegra.
4. Prices, Payment Terms and Transfers
4.1 Delivery of goods shall be made: (a) for shipments originating outside the United States of America FOB (Port of Export) basis (INCOTERMS 2020) and title to goods and risk of loss shall pass to Tegra only upon delivery of the goods to the specified port and acceptance thereof by Tegra after receipt, or (b) for shipments originating within the United States of America, FOB destination pursuant to Uniform Commercial Code Section 2-319, and title of goods and risk of loss shall pass to Tegra only upon delivery of the good to the specified Tegra facility.
4.2 Buyer will not assume charges for insured shipments, or freight charges for shipments sent by methods not specified on the purchase order unless approval is given by Buyer’s authorized representative prior to shipping.
4.3 Any sales, use or excise taxes or other charges or levies upon or with respect to the sale, shipping or delivery of goods shall not be included in the price.
4.4 Except as otherwise agreed, terms of payment for all of Tegra purchase orders shall be in U.S. Dollars due in sixty (60) days from date of issuance of a correct invoice, with a discount of 2%.
4.5 Payments do not represent confirmation that products and services are to specification and billed correctly.
4.6 Payment of the Supplier’s invoices by any affiliated company of Tegra shall not be deemed or construed to create any contractual relationship between that company and the Supplier or the assumption of any obligations to the Supplier by that company.
5. Deliveries
5.1 The Supplier shall notify Tegra within five (5) days of receipt of a purchase order if it will be unable to comply with specified delivery dates and/or quantities. Compliance with lead times and delivery dates shall require delivery of goods to the specified facility of Tegra within the specified time or by the specified date. Failure to comply with any of the requirements shall entitle Tegra, in addition to any other rights or remedies, to cancel the order and be relieved of all liability for any undelivered portion.
5.2 The Supplier shall be liable for all damage caused by delay. Damages shall include in particular, any and all additional shipping costs, refitting costs, damage arising from interruption of operations, and payment of damages which Tegra would have to pay to its customers. In the event extended delivery data or lead times are not met or if the Supplier loses interest in supplying the order, the Supplier is liable for the additional costs of alternative covering purchases. Tegra shall reserve the right of any further and/or legal or contractual claims, in particular due to non-observance of guaranteed delivery dates or delivery periods.
Acceptance of a delayed delivery or service without reservations shall not waive Tegra’s right to claim damages for delayed deliveries or services.
5.3 Shipping/due dates are Buyer’s requested dock date stated on this purchase order and is established at the time of Seller’s acknowledgement of this purchase order. If there are any discrepancies with the pricing or requested dock date/shipping requirements noted on this purchase order, please notify Buyer as soon as possible and BEFORE order ships (Note: Seller’s performance rating is based in part on on-time delivery.).
5.4 Force-majeure, industrial action, unrest, official measures, disturbances of transport, epidemics and pandemics, and other unforeseeable, inevitable and serious events at Tegra shall exempt Tegra for the duration and the extent of its effect from any obligation of acceptance of goods or liabilities for damages to the Supplier, in so far as Tegra is unable to avert such disturbance through reasonable measures.
5.5 If Tegra provides products for further processing, of these at least 99% are to be redelivered processed correctly. For short deliveries in excess of this (> 1 %) the costs may be charged to the Supplier. Any agreement to modify this provision must be in writing and signed by a duly authorized representative of Tegra.
5.6 The delivery documents and invoices are to clearly state the complete data set required by Tegra in its purchase order or attachments to its purchase order, such as order number, product number, revision, description of product and supplier number.
5.7 Crates are NOT to weigh more than 400 lbs and MUST have “feet” on the bottom to facilitate a forklift or J-bar.
6. Acceptance
6.1 Subject to these terms and conditions, Tegra shall be obligated to accept only those products or services specified in its purchase orders. Any forecasts or estimates of requirements transmitted to the Supplier shall not constitute purchase orders and Tegra shall not be obligated or committed with respect to the same.
7. Material Defects
7.1 The Supplier warrants that all products and/or services supplied to Tegra will (i) conform to applicable specifications, drawings and samples set forth in Tegra’s purchase order and attachments and all applicable laws, regulations and regulatory requirements, (ii) be free from defects in materials, workmanship and fabrication, and (iii) be merchantable and fit for their intended use. The Supplier hereby assigns to Tegra all of its rights under warranties, together with the Supplier’s manufacturing warranties and guarantees, shall inure to the benefit of Tegra and its successors, assigns and customers. All claims for breach of the foregoing warranties shall be made by Tegra in writing within 36 months after receipt of the goods or services by Tegra. If, within the foregoing 36 month period, the parties agree that the Supplier will analyze any of its goods or products to determine the existence of defective materials or workmanship, a new 36 month period for asserting claims for breach of the Supplier’s warranties with respect to such goods or products shall commence again upon the later to occur of (i) submission of the Supplier’s analysis in writing to Tegra, (ii) Supplier’s declaration to Tegra that the defective materials or workmanship have been remedied, or (iii) the Supplier’s refusal to commence or continue to remove or remedy defective materials or workmanship. The Supplier shall indemnify, hold harmless and defend Tegra, its successors, assigns and customers from all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses, including costs of suit and attorneys’ fees, which any one or more of them may suffer or incur as the result of the Supplier’s breach of any of the foregoing warranties or any term or condition of any purchase order of Tegra. Tegra may set off the amount of its losses, damages, costs and expenses in satisfaction of its rights to indemnification hereunder against any and all amounts due the Supplier, including amounts invoiced by the Supplier for other goods and services. At Tegra’s option, the Supplier shall replace any defective products and/or services or refund the purchase price, but any such replacement or refund shall not limit or in any way affect the Supplier’s obligations under the foregoing indemnification.
8. Liabilities, Exemptions and Insurance Cover
Unless otherwise agreed, the following shall apply:
8.1 If the Supplier is in breach of an obligation arising from the signed contracts, Tegra shall have the right to claim compensation for the damage incurred, whether this be injury to a person or damage to material or property.
8.2 The Supplier shall indemnify, defend and hold harmless Tegra and its employees and agents from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses, including costs and losses arising from product recalls and costs of suit and attorneys’ fees, which they may suffer or incur as a result of, or based upon, any death, bodily injury or physical property damage suffered by any person or entity resulting from (i) the Supplier’s handling, storage, promotion, testing, use, marketing, distribution or sale of products supplied to Tegra, (ii) the Supplier’s manufacture, packaging and labelling of products supplied to Tegra, and (iii) the Supplier’s negligence, wilful misconduct or material breach of its obligations with respect to products supplied to Tegra and/or services performed under any purchase order of Tegra. The Supplier shall maintain product liability insurance coverage in amounts and issued by insurance companies reasonably satisfactory to Tegra insuring the risks and obligations of the Supplier under the foregoing indemnification, naming Tegra as an additional insured, and the Supplier shall provide evidence of such insurance to Tegra upon request.
9. Intellectual Property Rights or Industrial Property Rights
9.1 The Supplier shall, at its own expense, indemnify, defend and hold harmless Tegra and its employees and agents from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses, including costs of suit and attorneys’ fees, which they may suffer or incur arising from or based upon the actual or alleged infringement of any patent, trademark, trade name, trade secret, copyright or other intellectual property right, arising from the manufacture, delivery, sale or use of the products and/or services supplied by the Supplier to Tegra. At the request of Tegra, the Supplier shall take such steps as may be necessary and are commercially reasonable to obtain a license permitting Tegra to utilize such rights in connection with its purchases hereunder.
10. Production Materials and Aids
10.1 All production materials and aids provided to the Supplier by Tegra or the cost of which was paid by Tegra shall be the property of Tegra (the “Tegra Materials and Aids”). If Tegra reimburses the Supplier for only a portion of the purchase price of production materials and aids, the parties shall own such materials and aids jointly, in proportion to the amount of their cost expended by each party. With respect to any such jointly owned materials and aids, upon the request of Tegra, the Supplier shall transfer and assign its ownership interest therein to Tegra upon payment by Tegra of the value proportionate to the Supplier’s interest. The Supplier shall conspicuously mark all Tegra Materials and Aids as the “Property of Tegra” and shall take all other necessary steps to inform third parties that they are the property of Tegra and not the Supplier. The Supplier shall not attempt to sell, transfer, pledge or encumber the Tegra Materials and Aids nor shall the Supplier allow them to be used in any way by any other party, without the prior written consent of Tegra. The Supplier shall promptly return all of the Tegra Materials and Aids to Tegra upon request.
10.2 The Supplier shall: (i) use the Tegra Materials and Aids solely and exclusively for the manufacture of goods supplied to Tegra, (ii) maintain all risk and fire and extended coverage insurance against fire, vandalism, theft and additional perils included in a standard extended coverage endorsement insuring the Tegra Materials and Aids for their replacement value with an insurance company or companies acceptable to Tegra and under policies naming Tegra as additional insured; (iii) maintain the Tegra Materials and Aids in good order and repair at the Supplier’s expense, and (iv) promptly notify Tegra of any damage or loss with respect to the Tegra Materials and Aids.
10.3 The Supplier shall not relocate or dispose of the Tegra Materials and Aids without the prior written consent of Tegra and shall store the same in secure and appropriate conditions at the Supplier’s expense. The Tegra Materials and Aids may not be scrapped without the prior written consent of Tegra and, in any event, not earlier than 15 years after the date of their delivery to the Supplier.
10.4 Unless otherwise stated on face of order, title to any and all property furnished by Tegra at no charge to the Supplier in connection with this order shall at all times vest in Tegra, and the Supplier assumes all liability for loss or the Supplier’s failure to return such property to Tegra upon request.
10.5 In the event the Supplier has breached or defaulted in the performance of its obligations to Tegra under these terms and conditions, the Supplier shall reimburse Tegra upon demand in full for all amounts paid by Tegra to the Supplier for tools and materials.
11. Court of Jurisdiction, Applicable Law, Severability Clause and CISG
11.1 These terms and conditions and all purchases of goods and services by Tegra from the Supplier shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Delaware, without regard to its choice of law principles. The INCOTERMS (2020) published by International Chamber of Commerce shall be applicable to these terms and conditions solely to the extent specifically noted. The parties disclaim and exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to these terms and conditions and any sale pursuant to these terms. Any actions or suits based upon or arising out of these terms and conditions and/or the purchase by Tegra of goods and/or services from the Supplier shall be brought and maintained exclusively in the State of Delaware or in the United States District Court located in the State of Delaware. The Supplier expressly submits to the jurisdiction of such Courts for the purposes of any such action or suit and waives, to the fullest extent permitted by law, any objection which it may at any time have to the laying of venue of any such action brought in any such Court and any claim that any such action has been brought in an inconvenient forum. Service of process, summons, notice, or other document by certified mail or via Federal Express or another delivery service of national stature in the United States of America to such party’s address set forth in the documents accepting Tegra’s purchase order shall be effective service of process for any suit, action, or other proceeding brought in any such court.
11.2 The terms and conditions contained herein and the provisions of any purchase order of Tegra constitute the entire agreement between Tegra and the Supplier with respect to the sale of the Supplier’s goods or services to Tegra. No amendment or modification hereof shall have any force and effect unless in writing and signed by the duly authorized representatives of both Tegra and the Supplier. No waiver by Tegra of any provision hereof or any breach of any provision hereof by the Supplier will be deemed to be a continuing waiver of any such provision or a waiver of any subsequent breach by the Supplier. If any provision hereof is deemed invalid or unenforceable in any jurisdiction, it shall not render invalid or unenforceable the remaining provisions hereof or affect the validity or enforceability of any of the provisions hereof in any other jurisdiction.