Terms & Conditions
Customer Terms and Conditions
Great Lakes Sound & Vibration Inc. which may be referred to as “GLSV” is providing an Estimate to [The Customer], which may be referred to as “Client”. Therefore GLSV and Client Agree:
1.1 No Pre-acceptance Obligations. Prior to acceptance of this Estimate: a) GLSV is not obligated to perform the services or the product(s) describe in this Estimate; b) Client is not obligated to pay for the services or product described in this Estimate; and c) nor is payment required for the Estimate.
1.2 Obligations Post-Acceptance. Client agrees any resulting Purchase Order or Work Directive that results from this Estimate, or from a written modification of this Estimate, shall be bound by the Terms described in the Estimate.
1.3 Mutuality. Upon acceptance of the Estimate by Client, Client agrees that the Terms are mutually arrived at, and shall be treated as mutually and knowingly drafted and accepted.
2.0 Terms Defined. Term(s) shall be defined by the incorporation of Paragraphs 2.1-3.0 and 5.0, in addition to the meanings ascribed within the written estimate.
2.1 Form of Acceptance of Estimate. Forms of acceptance include but are not limited to: electronic purchase orders, written purchase orders, letters of intents, verbal start work directives, “Green light”, and or other electronic including voice messaging, text messaging, electronic mail, written, or verbal instruments of acceptance communicated by any media to GLSV by Client.
2.2 Rate Basis. All “Work”, meaning: manufacturing, fabrication, design, or prototype, described in the Estimates contain a description of the work and services involved that serve as a Basis for the Estimate when quoted. If Basis is unspecified, the Basis will be assumed to be Time (Hourly Rate described) and Materials (Cost of Materials, Consumables, and Supplies used to produce the goods or services described in the Estimate.) GLSV management reserves the right to allocate work to the labor classification that is deemed appropriate by GLSV management.
2.3 Initial Prepayment. GLSV may require a prepayment. The amount of any prepayment will be described in the body of the Estimate if applicable.
2.4 Invoice Submission. GLSV will submit invoices bi-weekly, unless otherwise specified, for any work undertaken upon acceptance of the Estimate.
2.5 Due Date. All invoices are to be paid 30 days net, unless alternative payment terms are agreed upon in writing.
2.6 Past Due Amounts. Delinquent invoices will be subjected to maximum allowable fees and charges as set forth in the Estimate.
2.7 Commencement. GLSV reserves the right to initiate Work on or before receipt of prepayment if applicable.
2.8 Shipping Terms. All items are delivered FOB Houghton Michigan.
3.0 Rejection of Nonconforming Goods and Services and Express Warranty. Any claim of rejection of goods, or claims for rework related to any services deficiencies, material credits, or imperfections will not be considered by GLSV unless they are made within 60 days after delivery, and will be strictly barred. It is Client’s responsibility to inspect the completed components, including work performed within this 60 days to ensure that the component has met the requirements. Any claimed deficiency must be presented, and product returned to GLSV prior to 60 days for any further processing, assembly, rework, or other work is undertaken on the goods or Work. Any further processing on the component or assembly of the component by the Client or any other party shall constitute a waiver of any liability on GLSV’s Work. GLSV liability shall not exceed the cost of work performed by GLSV, or cost of part, unless otherwise agreed to in writing. GLSV Expressly warrants that the parts will conform to the specifications for a period of 60 days, any other warranties including implied warranties of fitness, design , and merchantability are disclaimed. All work shall be interpreted as a sale of goods, and as such be controlled by Michigan’s adoption of the Uniform Commercial Code as it applies to the sale of goods, even if engineering services are performed. Any Engineering and design services will only be provided for under a separate written agreement.
4.0 Indemnification. Upon acceptance of work performed (Services) or hardware manufactured (Goods), Client agrees to indemnify GLSV for any costs arising out of litigation due to alleged defects, including design, manufacturing, merchantability of any Services or Goods.
5.0 Definitions.: (a) “Estimate” or “The Estimate” shall include all work or product proposed and conditions imposed on the attached document entitled Estimate; (b) “Green Light” is oral or written, acceptance of the Terms and those embodied within the Estimate; (c) “Written”, when used, refers to all types of written media including handwritten, electronic mail, sms and text messaging, and any documents will be presumed sent and signed if they come from the senders e-mail account, a designee of the Email such as an assistant, project manager, or from the signers cell phone; (d) “Warranty expressed or implied” shall be as defined by the Michigan Adoption of the UCC for goods, and for work in progress, the warranties for goods under the UCC shall apply, as such, this agreement shall be interpreted at all times as controlled by UCC Sale of Goods, as adopted in Michigan.
6.0 Verification. Client will verify physical receipt of parts, and if there is a discrepancy in quantity, Client will inform GLSV of such discrepancy within 10 days.
7.0 Confidentiality. All quotes, terms and conditions of agreements and estimates are for internal use only and shall remain confidential.
8.0 Full Order. Prices are based on the full order.
9.0 Waiver. Any waiver, accommodation, or lack of enforcement of the Terms of this Agreement or Estimates by GLSV, does not constitute waiver of any condition, and GLSV will have the right to enforce the condition any time thereafter, unless otherwise agreed to in writing.
10.0 Integration. This agreement is fully integrated, as such all obligations and promises made are fully incorporated within this document and the Estimate, any modification shall be in writing.
11.0 Governing Law. Should any conflict, or breach of this agreement arise, all litigation shall occur in Houghton County, Michigan, and be controlled by Michigan Law to the extent that federal law does not preempt.
Vendor Terms and Conditions
GLSV General Purchase Order Terms and Conditions
Offer and Acceptance. The Purchase Order (“Order”) is the offer of Great Lakes Sound & Vibration Inc. or its subsidiary identified on the Order (“GLSV”) to Seller to purchase upon the terms and conditions set forth in the Order and in these terms and conditions. The Order shall become a binding contract upon, and only upon, such terms and conditions when accepted by Seller either through acknowledgment or commencing performance. Seller’s acknowledgment or commencement of performance of the Order serves as Seller’s certification that Seller has read and agrees that these terms and conditions shall exclusively govern the Order and performance thereunder. The Order is not a firm offer and may be changed or revoked at any time before acceptance. The Order is expressly made conditional on Seller’s acceptance of these terms and conditions. Any previous correspondence, proposal, bid or quote from Seller characterized as an offer is hereby rejected in full, and in such situations the Order constitutes GLSV counter-offer. Any terms and conditions set forth in Seller’s acceptance or any other documentation of Seller that add to, differ from, materially alter or conflict with the Order or these terms and conditions shall be construed as proposals for addition to the contract, and said proposals are hereby objected to and rejected. Any such proposed terms or conditions shall not become part of the contract. Any reference by GLSV to an offer to sell or proposal is solely for the purpose of incorporating the Specifications contained therein to the extent they do not add to, differ from, materially alter or conflict with the Specifications on the Order. As used herein, the word “Specifications” shall mean the specifications, drawings, plans, qualities, nature, type, properties, amounts, assortments and other descriptions of and requirements for the goods and services as stated on or incorporated by the Order.
Price and Payment. Prices shown on the Order shall apply to all goods and services. Invoices for goods and services shall contain the following information, where appropriate: Order number, item number, description of goods and services, sizes, quantities and unit prices in addition to any other information required to be provided by the Order. All supporting papers, including bills of lading and express receipts, shall accompany invoices. Invoices shall be forwarded upon shipment of goods or completion of services. Failure to submit an invoice to GLSV within ninety (90) days after providing goods and services shall constitute a waiver by Seller of its right to payment for said goods and services. Unless otherwise provided on the Order, payment for all undisputed amounts will be due sixty (60) days following receipt of an acceptable invoice, with all necessary supporting papers. GLSV shall at all times have the right to set-off any amount owing by Seller to GLSV against any amount owing by GLSV to Seller. Payment for goods and services shall not constitute acceptance thereof. The Seller shall be responsible for all sales, consumer, use and other similar taxes.
Deliveries. Unless otherwise specified on the Order, goods shall be shipped freight and insurance prepaid F.O.B. GLSV loading dock or facility where goods and services are to be provided or delivered. GLSV reserves the right to specify a different delivery location. Seller shall enclose a packing list in all shipments showing Order number, Seller’s name, shipper’s name and the exact quantity and description of goods shipped. No charge shall be made for boxing, crating, handling damages, carting, drayage, storage or other packaging or hauling requirements. All packaging must meet regulatory requirements, commercial standards and accepted industry practices to ensure against damage to and for full protection of the goods. Except as otherwise specified on the Order, reels, drums, containers or packages shall not be returned to Seller. Seller shall mark all containers with necessary lifting, handling, regulatory and shipping information. Seller shall be responsible for all demurrage and shall be solely responsible for unloading, checking and storage of goods covered by the Order. Unless otherwise specified on the Order, time shall be of the essence with respect to delivery of goods and performance of services.
Right to Inspect. In addition to all other rights of inspection implied by law, GLSV or its representatives shall have the right to inspect or test goods delivered and services provided hereunder. Such inspection or testing may take place at any stage of manufacture, production, performance or delivery. Seller agrees to provide sufficient, safe and proper facilities for the inspection of goods and services. Seller shall keep and maintain accurate and complete books and records pertaining to the performance of the Order. All books and records of Seller relating to the Order shall be subject to audit by GLSV or its representative at all reasonable times during normal business hours. Inspection or testing shall not relieve Seller of its responsibilities under the Order or these terms and conditions to provide goods and services in accordance with the Specifications; shall not affect any other rights or remedies of GLSV; and shall not constitute acceptance thereof or a waiver of any breach.
Warranties of Seller. Seller expressly warrants for goods covered by the Order that: (a) all goods shall conform to the Specifications; shall be fit and sufficient for the purpose intended; merchantable; new; of good material, quality and workmanship; and free from defect; (b) it has good and marketable title to all goods delivered by it to GLSV hereunder, free and clear of all liens, claims and encumbrances; (c) it has all required patent, trade secret and other proprietary rights in all goods and components thereof as necessary for the manufacture and sale of goods as intended by the Order. In performing services covered by the Order, Seller warrants that: (a) all services furnished by Seller shall be performed (i) in a diligent, efficient and skillful manner, (ii) to the best of Seller’s ability and (iii) at the highest professional standards in the field, to GLSV satisfaction; (b) it will perform services on time and in strict accordance with all applicable laws, codes, ordinances, orders, rules and regulations of all local, state and federal governments and agencies and instrumentalities, including, but not limited to, applicable wage and hour, safety and environmental laws, and all standards and regulations of appropriate regulatory commissions and similar agencies; (c) all services furnished by Seller shall be free of defects; (d) all services performed by Seller do not and will not give rise to or result in any infringement or misappropriation of any patent, copyright, trade secret or any violation of any other intellectual property right of any third party; and (e) it shall not use subcontractors to perform the services except by prior written consent of GLSV, and only after Seller discloses in writing the services to be subcontracted and the identity of the proposed subcontractors. Without limitation and in addition to the foregoing warranties for goods and services: (a) Seller agrees to repair or remove and replace at its sole cost and expense, all goods or services which are defective or in breach of warranty and (b) Seller shall procure and pass on to GLSV all warranties, guarantees, parts lists and operating instructions received from any manufacturers of goods supplied by Seller under the Order. Payment for and inspection, tests, acceptance or use of the goods furnished hereunder shall not affect Seller’s obligations under the Order or these terms and conditions. All warranties shall survive any delivery, inspection, test, acceptance, payment or use by GLSV. These warranties are cumulative and in addition to any other warranty, express or implied, provided by law or equity. Any applicable statute of limitations runs from the date of GLSV discovery of the noncompliance of the goods or services with the foregoing warranties.
Compliance with Law. Seller represents and warrants it is and will be in compliance with all laws, codes, ordinances, orders, rules and regulations of all local, state and federal governments and agencies and instrumentalities applicable to Seller and its employees and the goods and services furnished pursuant to the Order, including, without limitation, the Fair Labor Standards Act of 1938, as amended; the Occupational Safety and Health Act of 1970, as amended (“OSHA”) (including the OSHA Hazard Communication Standard); the Immigration Reform and Control Act of 1986, as amended; all anti-slavery, human rights, human trafficking and labor laws, the Toxic Substances Control Act (“TSCA”); the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”); and the Federal Hazardous Substances Act. Seller further represents and warrants that all goods are on the list of chemical substances complied and published by the U.S. EPA pursuant to Section 8 of TSCA; have been properly registered in accordance with Section 3 of FIFRA; and that Seller will furnish to GLSV all material safety data sheets, safety data sheets, and such other documentation that GLSV may require for the safe use, handling, storage and distribution of any goods.
Work Rules. Seller shall be solely responsible for and shall control the work site, safety compliance and the manner in which work is performed under the Order, and Seller shall maintain competent superintendence on the job site; provided, however, Seller’s and Seller’s employees’, officers’, agents’, carriers’, sub-sellers’ or vendors’ (“Representatives’”) access to and presence on GLSV property shall at all times be subject to, in accordance with and limited by such reasonable restrictions, regulations, rules and policies of which Seller may be notified from time to time by GLSV, including but not limited to any restrictions, regulations, rules and policies regarding health and safety, hours and timing of services, use of roadways, insurance requirements, access to facilities and utilization of utilities. Seller’s activities on GLSV property shall be performed with a minimum of interference with GLSV business operations, facilities and property. Seller shall maintain good order and discipline among its employees and shall not employ any unfit person or anyone not skilled in the work assigned. Seller shall remove from GLSV facilities any Representative upon GLSV request.
Termination. GLSV may terminate the Order by giving notice to Seller, effective immediately upon such notice, on the happening of any one or more of the following events: (a) Seller fails to perform its duties under the Order or is in default under or breach of any other term or condition of the Order, including these terms and conditions; (b) any applicable law prevents full compliance with the Order or these terms and conditions by Seller and/or GLSV; or (c) commencement of voluntary or involuntary proceedings under any bankruptcy, reorganization or similar laws of any jurisdiction by or against Seller, or if any order shall be made or any resolution passed for the winding up, liquidation or dissolution of Seller, or if a receiver be appointed for it or its property, or if any of its goods or properties shall be taken in execution. Additionally, GLSV shall have the right at any time and from time to time without cause, to terminate all or any part of the undelivered portion of the Order, effective upon written notice to Seller, provided that GLSV shall be responsible for Seller’s actual and properly documented out-of-pocket costs reasonably incurred in reliance on the Order until the date of such termination; provided, however, that such costs are reasonable in amount and are properly allocable under generally accepted accounting principles and that GLSV shall not be liable for and shall not be required to make payments to Seller for unauthorized amounts, damaged or destroyed goods or materials, loss of anticipated profit, unabsorbed overhead, interest, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, general and administrative charges, or for stock or readily marketable goods.
GLSV Remedies and Liability. GLSV shall be entitled to all rights and remedies available at law or in equity for Seller’s breach, and all available remedies shall be cumulative and not exclusive. Without limitation of the foregoing, in the event goods or services do not conform to the Order or the Specifications, GLSV may, at its election and as applicable: (a) reject and refuse delivery or return all or any portion of goods at Seller’s expense (including all freight charges incurred by GLSV) to Seller for full refund or credit; (b) undertake reasonable commercial efforts to sell such non-conforming goods and pay Seller the price obtained from the sale of such goods, less any expenses or damages incurred by GLSV in selling the same and any damages resulting from the non-conformance, as payment in full for the goods; (c) recover any advance payments to Seller for undelivered or returned goods or services not fully performed; (d) require Seller, at its expense, to promptly replace or correct non-conforming goods or services; (e) stop any work hereunder and make good any deficiencies at Seller’s expense; or (f) accept non-conforming goods at a reasonably reduced price. In no event shall GLSV be liable to Seller, regardless of the form of action, whether in contract or in tort or otherwise, for any incidental or consequential damages of any nature whatsoever, including without limitation, lost profits.
Indemnification. Seller will defend with counsel selected by GLSV, indemnify and hold harmless GLSV and its subsidiaries, affiliates, successors or assigns, and their respective directors, officers, shareholders and employees from and against any and all losses, damages, suits, civil actions, claims, costs, judgments, penalties or expenses (including, but not limited to, attorneys’ fees) for injuries or deaths of persons, loss or destruction of or damage to property or delays in performance, and for any and all other injuries, losses, damages, suits, civil actions, claims, costs, judgments, penalties or expenses (including, but not limited to, attorney’s fees) (“Claims”) arising from, associated with or related to, in any way, the Order or the actions or omissions of Seller or its Representatives, including but not limited to: (a) supply of defective, unsafe or non-conforming goods and services; (b) failure to comply with laws, codes, ordinances, orders, rules and regulations of all local, state and federal governments and agencies and instrumentalities; (c) employment practices, including wage and payment issues; (d) infringement or breach of patent, copyright, trade secret or other intellectual property rights of any third party or unfair competition; (e) the presence of Seller or its Representatives upon GLSV premises or use or possession of GLSV property (in such cases, whether or not such Claims result from the negligence or fault of GLSV); or (f) breach of contract or of any representation or warranty under the Order or these terms and conditions. Seller, on behalf of itself, its successors and assigns hereby agrees to waive any provisions of relevant workers’ compensation or other employee benefits laws to the extent such provisions would reduce or limit Seller’s or its Representatives indemnity obligations hereunder or would provide Seller with immunity against its indemnity obligations undertaken herein.
Independent Contractor. Seller is an independent contractor. As such, Seller shall be responsible for control and supervision of the production of goods and performance of services under the Order, and shall reimburse, indemnify and defend GLSV if GLSV incurs any of the aforesaid responsibilities under applicable law or regulation. Nothing contained in the Order or these in these terms and conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Intellectual Property Rights. All deliverables created by Seller as part of any services performed and all goods provided pursuant to the Order shall be the sole and exclusive property of GLSV. Title to all such deliverables and goods shall pass to GLSV upon delivery. Title to originals and all copies of all plans, blueprints, drawings, specifications, schedules, computation data, bills of material, studies, reports and other items and written media furnished to GLSV by Seller or prepared by or for Seller in relation to the Order shall be and remain vested in GLSV. All goods and deliverables shall be, if appropriate, considered work(s) made by Seller for hire for GLSV as defined by 17 U.S.C. § 101 and all developments, inventions, improvements, ideas, concepts, information, materials, processes, data, programs, know-how, discoveries, designs, artwork, formulae, other works and techniques and the like, including, without limitation, all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country (“Intellectual Property”) arising from or created in connection with the Order shall belong exclusively to GLSV and its designees. If by operation of law or for any other reason, any Intellectual Property does not constitute a work made for hire or is not owned in its entirety by GLSV automatically upon creation thereof, then Seller agrees to irrevocably assign, transfer and convey, and does hereby irrevocably assign, transfer and convey, to GLSV and its designees the ownership of such Intellectual Property. Furthermore, in light of the exposure of Seller to GLSV technology and/or confidential information, Seller shall not, directly or indirectly, reverse engineer, translate, disassemble, decompile or otherwise attempt to recreate any such GLSV technology. Seller further grants to GLSV a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in any software or other technology or inventions developed by Seller other than in the course of providing goods or services pursuant to the Order and all inventions, software or other technology acquired or licensed by Seller that Seller uses in performing the services or incorporates into the goods.
Confidentiality. The Order and the terms thereof and all technical, non-public, proprietary or other confidential information of GLSV furnished to Seller for any purpose shall be kept confidential by Seller and shall be used by Seller solely for the purpose of performance of the Order. Seller shall not publicize the fact that Seller has furnished or has contracted to furnish to GLSV the goods or services covered hereby; nor, except as is necessary for the performance of the Order, shall Seller disclose any of the terms of the Order to third parties. Upon GLSV request, Seller shall promptly return all documents and other materials received from GLSV. Seller shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Seller files a lawsuit for retaliation by GLSV for reporting a suspected violation of law, Seller may disclose the trade secret to Seller’s attorney and use the trade secret information in the court proceeding, if Seller files any document containing the trade secret information in the court proceeding under seal and does not disclose the trade secret, except pursuant to court order.
Insurance. If work or services are performed on GLSV property, or if otherwise required by GLSV, Seller, at its sole cost and expense, shall procure, and shall maintain while performing services or supplying goods to GLSV insurance for protection from claims under workers’ compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death and claims for damages to property which may arise out of or result from the Seller’s operations under the Order, whether such operations be by the Seller or by a sub-seller or anyone directly or indirectly employed by any of them. Such insurance shall be written by companies licensed to do business in the state in which GLSV property is located and shall be of types and in minimum amounts not less than those required below:
- Workers’ Compensation, including coverage under United States Longshoremen’s and Harbor Workers Act, where applicable: Statutory limits for state or states in which the work is to be performed.
- Employer’s Liability: $500,000 per accident, $1,000,000 bodily injury by Disease – policy limit, $500,000 bodily injury by disease – each employee.
- Commercial General Liability (bodily injury and property damage-CSL) including products and completed operations coverage: $2,000,000 per occurrence, $2,000,000 General Aggregate, $2,000,000 Products – Completed Operations Aggregate.
- Automobile Liability (bodily injury and property damage-CSL): $2,000,000 per occurrence.
- For design professionals, engineers and other professionals, Professional Liability (Errors and Omissions): $5,000,000.
Thirty (30) days’ prior written notice of change or cancellation to GLSV by registered mail must be given before any change to or cancellation of the policy will be effective. Seller will take all steps required to prevent all such insurance from lapsing or being cancelled. GLSV, its officers, employees and agents shall be included as additional insureds, as their interests may appear, on the policies evidencing coverage as required. The policies evidencing coverage as required shall be endorsed to waive any and all rights of subrogation against GLSV, its officers, employees and agents. Seller shall furnish GLSV, upon commencement of the Order and not later than thirty (30) days prior to the expiration of any policy of insurance, an original and two (2) copies of properly executed Certificates of Insurance evidencing the above described coverages and containing the following information: (a) description of the above coverage(s); (b) evidence that GLSV is named as an additional insured, as its interest may appear; (c) evidence that all rights of subrogation against GLSV, its officers, employees and agents have been waived; and (d) a provision that the policy is not subject to cancellation or change except after providing thirty (30) days’ written notice to GLSV. Seller’s insurance coverage shall not be deemed a limitation on the liability of Seller, but shall be additional security therefor. Failure of Seller to comply with any one of the above-described insurance requirements may result in delay and/or, at GLSV option, termination of the Order, without liability to GLSV, effective upon GLSV notification to Seller. All insurance required to be carried by Seller shall be with insurance companies subject to GLSV approval, reasonably exercised. Renewal certificates shall be furnished to GLSV not less than thirty (30) days prior to the expiration of the coverages required by this section. Seller agrees that it shall require all Representatives of Seller to execute such waivers of liability as may be required by GLSV from time to time, before such Representatives enter onto the property of GLSV.
Waiver. GLSV purported waiver of any breach or failure or delay to enforce any of the terms and conditions of the Order at any time, shall not in any way affect, limit or waive GLSV rights thereafter to enforce and compel strict compliance with every term and condition hereof. Inspection, use or acceptance of any goods or services or payment therefore shall not constitute a waiver by GLSV of any breach. No waiver of any provision of the Order or these terms and conditions shall be valid unless such waiver is in writing and signed by GLSV.
Force Majeure. GLSV shall not be liable for delay in acceptance of goods or services or for any other interruption, delay, loss or damage which is incurred or suffered as a result of a Force Majeure, and GLSV obligations hereunder shall be excused and suspended during the period such Force Majeure remains in effect. “Force Majeure” shall mean a condition or cause beyond the reasonable control of GLSV, including but not limited to acts of God, including floods, storms, earthquakes, hurricanes, tornadoes or other severe weather or climatic conditions; plant shutdown; widespread disease or virus, including pandemics or epidemics; acts of public enemy, war, blockade, insurrection or riot; fire, wreck, washout or explosion; strike, lockout or labor dispute; embargoes or governmental laws, orders or regulations; equipment failure; shortage of energy or raw materials; act of governmental authority or compliance with governmental laws and regulations; or circumstance beyond GLSV control not enumerated in the foregoing which reasonably shall prevent GLSV from performing its obligations in the usual and normal course of its business. GLSV may terminate the Order, without penalty, if Force Majeure continues longer than three (3) months.
Assignment. Seller shall not assign, transfer, convey, delegate, subcontract or authorize disposition of the Order or Seller’s right, title or interest in or to the same or any part thereof without the previous consent in writing of GLSV. No assignment or delegation shall relieve Seller of any obligations hereunder.
Severability and Reformation. In the event that any provisions of the Order or these terms and conditions shall be held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included.
Non-Solicitation. During the provision of goods and/or services under the Order and for six months after the last provision of goods and/or services by Seller, Seller shall not, directly or indirectly, for itself or any third party, solicit, participate in or promote the solicitation of any employee of GLSV with whom it had contact in connection with the Order to leave the employ of GLSV or hire or engage such employee. Notwithstanding the foregoing, the foregoing restrictions shall not prohibit any advertisement or general solicitation (or hiring as the result thereof) that is not specifically targeted at employees of GLSV.
Complete Agreement; Governing Law. The Order, any Specifications expressly intended by GLSV to be incorporated therein, and these terms and conditions supersede all prior understandings, transactions, and communications, whether oral or written, with respect to the matters referred to herein and in the Order, and form the complete contract between GLSV and Seller relating to the subject matter thereof. No modification, alteration or amendment of the Order, any Specifications expressly intended by GLSV to be incorporated therein, or these terms and conditions shall be binding upon GLSV unless in writing and signed by GLSV authorized representative. Except as expressly set forth in these terms and conditions, the Order is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. The Order, any Specifications expressly intended by GLSV to be incorporated therein, these terms and conditions, and all performance thereunder shall be interpreted, construed and governed by the laws of the state under which the GLSV entity identified on the Order is formed, without regard to any choice of law principles thereof which would cause the law of another jurisdiction to govern. The headings set forth herein are provided for convenience only and will not affect the construction or interpretation of these terms and conditions.
Survival. Provisions of the Order and these terms and conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Order including, but not limited to, the following provisions: Warranties of Seller, GLSV Remedies and Liability, Indemnification, Intellectual Property Rights, Confidentiality, Non-Solicitation, and Complete Agreement; Governing Law.
Terms & Conditions for AS9100D/ISO9001:2018 Supplier/Vendor Flow-down Requirements from Great Lakes Sound & Vibration Inc, (GLSV):
By accepting this purchase order as a Supplier to GLSV, you agree to comply with the additional terms and conditions listed below with respect to any product or services provided to GLSV.
• Control of Drawings & Specifications: The Supplier shall ensure that the drawings and specifications are the relevant revision status specified on the Purchase Order. The Supplier shall comply with any special requirements requested by GLSV regarding the control of drawings and specifications.
• For all Aerospace and Defense related product flow downs from the GLSV customer apply.
• Quality/Inspection System: Suppliers and Vendors shall maintain a quality/inspection system that will ensure all goods and services conform to contract requirements whether manufactured or processed by Supplier or procured from Sub Tier Suppliers. (A GLSV assessment checklist may be sent requesting this information including copies of OMS certifications.)
• Reporting Discrepancies: Discrepancies, omissions, and the need for clarifications on interpretations of any nature encountered by Supplier/Vendor in respect of furnished drawings or engineering data will be brought to the attention of GLSV for resolution and updates.
• Calibration System: All Inspections Measuring & Test Equipment used by the Supplier during in-process and final inspection to make a compliance evaluation shall be calibrated to the AS9100 Standard traceable to the NIST requirements. (Evidence may be asked if requested by end customer specific requirements.)
• Special Processes: Supplier shall provide certifications for all special processes and nondestructive test results performed with each shipment “as required’ by end customer specific requirements. The certificate shall identify the processor, process used, controlling specification and revision, and the results of test or measurement performed. Supplier used shall be GLSV and/or Customer approved source for said processes. These include operations subject to process controls such as but not limited to: Welding, NDT, heat treatment, etc. The Supplier shall be approved as per above to perform specific required Special Processes or us Special Process vendors acceptable to GLSV and its final customers.
• Material Substitution: Unauthorized material substitutions are not permitted without GLSV’s written consent.
• Changes in Process, Product or Location: Supplier shall notify GLSV of intended or actual changes that may affect the quality of delivered goods and services. This includes: Changes to the Quality Management System, the Manufacturing Line, Facility Location, Processes, or Natural Disasters. Quality data and/or approved design data to be available in the English language unless otherwise specified by final customer specific requirements.
• Workmanship Quality: Manufactured product shall be free from burrs, and sharp edges. Cosmetic issues caused by manufacturing or special processes must be identified. Supplier/Vendor is responsible for the cost of requirements for processes and rejections caused by Supplier/Vendor outside processes including credit requests applied to discrepant material reports issued to GLSV.
• Limited Shelf Life Items: Materials with limited shelf life shall indicate the date of manufacture, lot number and applicable specification on the container. All AS9100 customer specific requirements called out from end customers supersede but must meet identification and traceability requirements to the standard.
• Certificate of Conformance: Supplier’s acceptance of GLSV’s purchase order certifies that the materials and processes supplied under the purchase order shall be or have been controlled and inspected in accordance with GLSV’s purchase order and they meet the specified order requirements, referenced specifications and drawings.
•Supplier must provide a Certificate of Conformance for all orders, lots, verifying that all products and lots meet those requirements. All products, lots, and serial numbers must be clearly identified and labeled and must be traceable to the and linked to the Certificate of Conformance.
• For calibration related certifications the serial numbers must be listed on the certificate of conformance along with the other applicable information regarding the calibration process. Date of calibration and date due as provided in the purchase order must be listed as well.
• Nonconforming Products and Materials: Supplier/Vendor shall obtain GLSV’s prior written approval with respect to the disposition of any nonconforming products or materials supplied, that does not meet engineering drawing or documents under contract or Purchase Order agreements specified. If nonconforming materials are present, and the materials are deemed acceptable or useable by the Supplier, it is still the responsibility of the Supplier to inform GLSV so that a determination can be made for the use of said materials. GLSV had the right to reject parts and withhold payment if non-conforming parts are shipped without notification. Suppler/Vendor is responsible for the total cost of product rejected due to non-conformance by the Supplier/Vendor.
• Right of Access: GLSV, its customers, and regulatory authorities shall be granted the right of access to all Supplier/Vendor and sub-tier Supplier/Vendor facilities and records involved in fulfilling the Purchase Order requirements to ensure conformance with the requirements.
• Record Retention: Supplier shall maintain records of inspections, tests, and process controls called for by the contract or Purchase Order. Unless specified elsewhere in contracts, customer flow down requirements or attachments, these documents shall be on file, stored and protected in such a manner that they remain legible, readily identifiable, and readily available to GLSV for no less than 10 years.
• Letter of Disclosure: When a nonconformance is determined to exist or is suspected to exist on goods and/or services already provided to GLSV under Purchase Order Contract, Supplier/Vendors shall provide written Post Delivery Notification Letter or Letter of Disclosure including actions to contain and address suspect materials or product to protect supply chain and ultimate final customer to Aerospace and Defense specific requirements.
• Counterfeit Parts: The Supplier/Vendor shall certify that only new and authentic materials are used in products or goods delivered to GLSV and that the products/goods delivered contain no Counterfeit Parts.
• (FOD) Foreign Object Debris/Damage: Supplier/Vendor is required to establish and maintain a Foreign Object Debris/Damage (FOD) prevention program that employs appropriate housekeeping practices to assure timely detection and removal of residue/debris generated, during operations and normal daily tasks. Parts supplied shall be free from oil, grease and any other FOD unless part requires said oil in order to avoid corrosion.
• Supplier Corrective Action (SCAR): Supplier/Vendor shall, on request, provide statements of corrective action on nonconformities or failures of Supplier’s/Vendors goods or services as required by Aerospace and Defense contract requirements.
• Packaging and Handling: As a minimum, the Supplier/Vendor shall package all materials in a manner that will ensure protections against corrosion, oxidation, deteriorations and physical damage during shipment. If required, oil must be placed on certain material to prevent corrosion. Electrostatic sensitive products shall be packed in an ESD protective bag. In addition, when materials delivered are lot-controlled and multiple material lots are shipped, each lot shall be separately packaged and identified. (All end customer specific requirements supersede.)
• Flow down to Sub-tier Suppliers: Suppliers/Vendors shall flow-down to Sub-Tier Suppliers/Vendors the applicable requirements as required by the purchase order either specifically or by reference. This communication is a customer specific requirement flowed from end use customers for Aerospace & Defense related requirements.
• Confidentiality: Suppliers/Vendors shall hold all information received from GLSV in confidence and no third-party request for information will be authorized unless approved, in writing, by GLSV or held by signed NDA (non-disclosure agreement.)