Tri-Tech Medical’s Supplier Terms and Conditions
PURCHASE ORDER: The purchase order (“PO”) constitutes an offer to buy goods or services according to the description and other terms set forth. It is the Supplier’s responsibility to read and understand the PO terms and conditions issued with each PO, as these terms may be amended from time to time without notice to Supplier. No additional or different terms offered by Supplier shall be or become part of this PO nor shall this PO be modified, without the express written approval of Tri-Tech Medical noted on the face of the PO. Tri-Tech Medical’s signature on a Supplier’s agreement or any other forms of agreement provided by Supplier shall not constitute written approval for the purposes of modifying the terms and conditions of this PO.
BLANKET PURCHASE ORDER: A blanket PO is issued to Supplier by Tri-Tech Medical against which short-term releases are generated by Tri-Tech Medical to satisfy program requirements. Without a firm release, Tri-Tech Medical is under no obligation to Supplier for purchase of any of its inventory. If the Supplier produces Goods without a firm release, it does so at its own risk, and will only be compensated for Goods at Tri-Tech Medical’s sole discretion.
‘RELEASE AS NEEDED’ BLANKET PURCHASE ORDER: This blanket PO is issued to Supplier by Tri-Tech Medical. These are not firm releases and are only released when purchasing requests, or at the end of the term agreed upon with the Supplier.
SUPPLIER CHANGE NOTIFICATION: The supplier shall notify Tri-Tech Medical if the supplier changes anything in their manufacturing process, or their supplier’s process that will affect the fit, form, and function of the product purchased. Any such change(s) must be submitted to Tri-Tech Medical for approval. No such change(s) shall be implemented by supplier without Tri-Tech Medical’s pre-approval.
PAYMENT TERMS: Tri-Tech Medical shall pay all Supplier invoices based on purchase order terms after receipt of invoices on all programs. Payment for Goods shall not be considered acceptance in whole or in part of such Goods. It is the Supplier’s responsibility to ensure that all of its invoices on all programs are correct.
QUALITY: Supplier is solely responsible for maintaining the quality of the manufacturing process to the specifications of Tri-Tech Medical or Tri-Tech Medical’s customer as detailed in the relevant blue print and/or the referring specifications relating to such blue print. Costs incurred by Tri-Tech Medical or its customer (i.e. sorting charges, labor, damaged tooling, rework, etc.) resulting from defective Supplier supplied Goods will be settled within an appropriate time period from notification by Tri-Tech Medical or Tri-Tech Medical’s customer to Supplier. Costs incurred shall be charged back to Supplier.
TERMINATION: Tri-Tech Medical may terminate work on this PO for its own convenience in whole or in part by written notice at any time. In that event any claim arising out of such termination shall be settled by negotiation on the basis of Supplier’s direct costs properly incurred or made in compliance with this PO and supported with appropriate documentation, with due allowance for salvage value.
CHANGES: Tri-Tech Medical may at any time by a written order make changes within the general scope of this PO, in any one or more of the following: a) drawings, designs or specifications where the Goods to be furnished are specifically manufactured for Tri-Tech Medical in accordance therewith; b) method of shipment or packing; c) place of delivery; and d) the amount of Tri-Tech Medical-furnished property. If any such change causes an increase or decrease in the cost of, or the time required for the performance of any work under this PO, whether changed or not changed, an equitable adjustment shall be made in the contract price or delivery schedule or both, and the PO shall be modified in writing accordingly. Where the cost or property made obsolete or excess as the result of a change is included in Supplier’s claim for adjustment, Tri-Tech Medical shall have the right to prescribe the manner of disposition of such property.
CANCELLATION: Tri-Tech Medical, without waiving any other legal rights, reserves the right to cancel without charge or to postpone deliveries of any of the Goods covered by this PO, which are not shipped in reasonable time to meet the required date. However, if Supplier suffers delay in performance due to causes beyond its reasonable control, such as an act of God, war, act of Government, act of Tri-Tech Medical, fire, flood, strike, sabotage, or delay in transportation, the required date shall be extended by a period of time equal to the period of delay provided that Supplier gives Tri-Tech Medical notice in writing of its cause within a reasonable time after being aware of such delay.
QUANTITIES: It is Supplier’s responsibility to furnish the proper quantity called for on this PO or agreed upon quantities based on manufacturing processes. Partial shipments must be indicated on the incoming packing slip. Tri-Tech Medical may in its sole discretion retain any over shipments and consider them as having been delivered within the total price set forth in this PO.
DELIVERY: Shipment must be made to meet the specified schedule. Goods shipped to Tri-Tech Medical in advance of schedule may be returned at Supplier’s expense. Alternatively, and at Tri-Tech Medical’s sole discretion, payment may be withheld and the discount period will begin from the scheduled date of receipt. Late shipments caused by Supplier’s failure to perform must be expedited. Any additional charges for overtime, expedited freight, or other unusual cost shall be borne by Supplier.
ALL SHIPMENTS must contain packing slips giving part number, description of material, quantity and the PO number. If shipment is not made F.O.B. destination, the original Bill of Lading must be furnished with invoices. Tri-Tech Medical’s count shall be accepted as final on all shipments not accompanied by packing slips.
PACKAGING AND LABELING: Tri-Tech Medical’s PO number shall appear conspicuously on each package, box, or any other type of container. Supplier will ensure that all products are packaged in such a way that no damage will occur to the Goods during normal transportation.
