Terms And Conditions (T&C)

TS3 Purchasing Terms & Conditions
1) Acceptance. These TS3 terms and conditions of purchase are an integral part of the purchase order, which becomes the contractual agreement between the supplier and TS3 concerning the purchase of goods and/or services described on the face of the purchase order. Upon acceptance of the purchase order, the supplier also acknowledges acceptance of the terms and conditions of this contract. Any changes and/or modification to this agreement shall be submitted in writing to TS3 prior to acceptance of the purchase order (contract).
2) Proprietary Information / Non-Disclosure. TS3 proprietary information shall include without limitation, schematics, drawings, customer drawings, specifications, manuals, other technical, business and/or trade secrets. This shall be considered confidential information and shall not be disclosed to any third party concerning any information and/or documentation pertaining to TS3 product and/or customers.
3) Equitable Relief- If the disclosure of any information pertaining to TS3 business results in loss of that business and associated revenue, the supplier shall be responsible for the irreparable harm and monetary damages as a result of the breach of the obligation regarding proprietary information.
4) Warranty- The supplier warrants that all items shall be free of defects in design, workmanship, material and manufacture; shall be of merchantable quality and to be fit and suitable for the purpose intended by TS3. All supplied product shall be in compliance with all applicable drawings, specifications and requirements specified by TS3.
5) Inspection and Verification- All items received are subject to inspection and/or verification by TS3, including during the period of manufacture prior to final acceptance. Items identified as non-compliant to specify requirements shall either be replaced or corrected by the supplier at the complete expense of the supplier. Items identified to be reworked at TS3 shall be identified as to total cost of in-house rework and that cost shall be forwarded to the supplier and deducted from the supplier invoice.
6) The supplier shall make every effort to allow TS3, their customers, and/or regulatory authorities access to their facility to perform Supplier Audits and/or on-site Inspection and Test, provided the request is made by TS3 in writing. In the event that TS3, their customers, and/or the regulatory authority requests visiting TS3 Tier 2 suppliers, it is the Tier 1 supplier's responsibility to coordinate the event. Suppliers must maintain all applicable associated records for a minimum of 2 years unless otherwise specified on the purchase order.
7) Supplier Identified Non-Conformances- TS3 shall hold the supplier responsible for any material and/or parts that do not meet requirements. It is the responsibility of the supplier to perform the necessary action to ensure this non-conformance does not impact TS3 production schedules and/or TS3 customers.
8) Charge Back Policy- If it is determined that supplier non-conforming material has had a significant cost impact in the form of additional parts, materials and/or labor, TS3 shall require compensation and/or assistance from the supplier to rectify the situation.
9) Cancellation- TS3 may cancel this agreement at any time in whole or in part in writing or by electronic notice as a result of the supplier failing to deliver items in accordance with the specified delivery times, items not in accordance with identified requirements and/or specification, or any reason not in accordance with the contractual agreement (purchase order).
10) Delivery- Time is of the essence. Partial deliveries and/or added quantities shall not be made unless TS3 has given prior consent in writing. All prices for items shall represent all taxes, handling, shipping and/or related expenses set forth in this agreement.
11) Change Orders- By written notice, TS3 may modify the contractual obligation such as to
shorten delivery times, extend delivery times, increase quantities, or decrease quantities.
Change orders may also include change to the scope of the contractual agreement
concerning referenced specifications, drawings, and/or revisions. A written change by TS3
shall not constitute a breach and/or default to this agreement.
12) Supplier Quality System Requirements- The supplier shall be required to maintain an industry acceptable quality management system as a means of ensuring delivery of a quality product in a repeatable manner to TS3. Supplier quality system shall be subject to verification at any time, given 2 weeks notice as defined in Section 6 above, by TS3 as a result of indicators of poor product performance, of poor delivery performance, or poor process and/or product repeatability. Process Capability data shall be maintained for all parts identified as “critical” parts.
13) Certificate of Conformance- Supplier's that provide fabricated parts (such as Printed Circuit Boards, Fabricated Metals, Coated Parts etc.) shall furnish with each shipment a certificate
of conformance identifying conformance to the identified purchase order and referenced part
numbers associated with the purchase order, including all drawing and specification requirements defined in TS3 supplied documentation. When specified on the purchase order suppliers of commodity type products may be required to provide Certificates of Conformance.
Special Process Certifications- When specified on the purchase order, special process
certification shall be required for all drawing specified special processes; i.e. plating,
painting, cleaning, anodizing, etc. Special Process Certifications shall reference conformance to the drawing, specified customer specifications and/or industry specifications.
Raw Material Certifications- When specified on the purchase order and/or master drawing, raw material certifications shall be required to identify conformance to customer, industry and/or TS3 requirements.
RoHs Declarations- When required by drawing and/or purchase order, the supplier shall submit a RoHs (lead free) declaration of conformity traceable to that specific P/N, Purchase order and purchase order quantity.
NOTE: All C of C’s shall reference the following to ensure traceability;
Reference required specifications; type, class.
Reference serial number of part and/or parts; when applicable.
Reference TS3 purchase order number
Signed and dated by supplier representative.
14) Identification- When specified on the purchase order, the supplier shall identify all
parts with the purchase order and associated part numbers.
15) Non-Disclose / Non-Compete Agreement- TS3 shall forward a non-disclosure / non-compete agreement to key suppliers as deemed required. The supplier shall forward the signed agreement toTS3 and it shall be maintained for the life of the partnership with the identified supplier.

By confirmation of the TS3 purchase order, the supplier agrees to all terms and conditions identified within. This document was revised on July 28, 2010