UCT GENERAL TERMS AND CONDITIONS OF PURCHASE ORDER

1. WARRANTIES: Seller warrants to Buyer and Buyer’s customers that the Goods conform to any and all specifications, descriptions, drawings, plans, examples or models furnished by or to Buyer or its customers and are merchantable, free from defects in material, workmanship and design, and fit for the particular purpose intended by Buyer or its customers.

2. PRICE: The price stated on the face of the purchase order is firm and final and shall not be subject to adjustment without written approval from both parties.

3. DOCUMENTATION ACCURACY: All documentation provided by Seller referencing Ship to or Bill Address to must be printed correctly in accordance to the UCT purchase order.

4. SHIPMENT: Any delay in shipment or delivery by Seller, without prior notice to UCT, shall constitute a material breach of this Purchase Order; and, shall give Buyer the right to cancel this Purchase Order and claim damages for breach. Seller shall immediately notify Buyer in writing as to each shipment or delivery made hereunder, stating details as to the purchase order number, description of the goods, quantity, invoice amount, place and time of shipment for delivery, name of carrier and its anticipated time of arrival at the place of destination stated on the face hereof. If the Purchase Order calls for shipment or delivery in installments, Buyer may consider the shipment of delivery of any nonconforming installment as a breach of the entire Contract.

5. CANCELLATION OF ORDERS: UCT may cancel any order upon notice to Seller prior to scheduled delivery. All cancellations for standard, non-exclusive product may be made without penalty to UCT. UCT liability for cancellations of UCT-unique product will be limited to actual costs incurred by supplier through the date of cancellation provided the costs were incurred as a requirement to support an acknowledged UCT purchase order. For purposes of this Agreement, “UCT-unique” is defined as build to print product that is specifically made to UCT’s specifications or UCT’s customer’s specifications and cannot be reworked, sold or utilized on any other customer product. Actual costs will only include the costs for materials expended for the cancelled UCT purchase order that were ordered within standard component lead time and cannot be returned, reworked or utilized on any other customer product and the costs of labor expensed to the date of cancellation. Seller agrees to use best efforts to mitigate actual cancellation costs. UCT will not be liable for any other costs including additional cancellation or incidental fees, lost profits or consequential damages to Seller.

6. RESCHEDULING OF ORDERS: UCT may reschedule any purchase order that is greater than 10 days from scheduled delivery up to ninety (90) days out from original delivery date without penalty. UCT may reschedule any purchase order that is less than ten (10) days from scheduled delivery up to thirty (30) days out from original delivery date without penalty. In addition, each order may require more than a single push out; but, in no case will rescheduling be more than one year from the original delivery date.

7. SHIPMENT / RECEIVING WINDOW: For domestic shipments, Supplier agrees to refrain from shipping against any UCT purchase order so that deliveries arrive no more than four (4) days early or zero (0) days late without UCT prior authorization in writing. All deliveries with the potential of being late need to be communicated to the buyer as soon as the potential issue is discovered in order to take mitigation steps. All deliveries that arrive more than four (4) days early without prior UCT authorization will not be received and may be potentially returned to Supplier at Supplier cost. For international shipments, the window is no more than ten (10) days early and zero (0) days late. All other terms for international shipments are the same as domestic requirements.

8. NOTIFICATION OF CHANGE: Supplier agrees to notify UCT immediately in writing of changes or potential changes in product, including availability or service so that UCT may determine if the change affects the quality of our product or service to our Customers. For changes to Copy Exact (CE!) parts, UCT requires twelve (12) months advanced written notice of any change, including but not limited to, obsolescence of components, product end of life, process change, facility location change, ownership change or closure of the business in whole or business unit. Notice of proposed change must be acknowledged by UCT to be valid.

9. OBSOLESCENCE NOTIFICATION REQUIREMENTS (Non-CE): Supplier is required to:

• Provide written advanced notice for any part at risk of becoming obsolete or known to be going obsolete as part of UCT’s Supplier Request for Deviation (SRD) process.
• Provide at least three (3) Months advanced notice for Last Time Buy Window (at least three (3) months advanced notification before Last Time Buy window closure).
• Provide twelve (12) Months Inventory / material coverage of the existing part and support UCT demand requirements throughout the 12-month period.

Notification is deemed completed when Seller has notified UCT Supply Chain Management in writing detailing the obsolescence issue and recommended solution (replacement part) and received written confirmation of notice.

10. BUSINESS CONTINUITY / FINANCIAL VIABILITY: Seller must notify UCT immediately if there are any potential issues with disruptions in production or financial stability that may affect business continuity for Product being supplied to UCT or issues related to meeting UCT’s required delivery dates.

11. INSURANCE: If this is a C.I.F. contract, one hundred ten percent (110%) of the invoice amount shall be insured by the Seller, unless otherwise agreed herein.

12. INFRINGEMENT: Except where Buyer has furnished the specifications and has agreed herein to hold Seller harmless, Seller shall indemnify and defend Buyer and Buyer’s customers against any and all losses, liabilities, settlements, costs and expenses (including attorneys’ fees) resulting from any claim that the Goods or their sale infringe any patent, trademark, copyright, design or other industrial property right of any third party.

13. CONFLICT MINERALS: Seller acknowledges that all goods produced for Buyer have not had any materials or components sourced from known conflict mineral nations.

14. RoHS COMPLIANCE: Seller items, materials, and products shall meet the requirement of EU Directive 2011/65/EU (RoHS 2.0) compliance by evidence of a written declaration, i.e., RoHS Certificate of Compliance. Written declaration must be communicated to UCT for Seller items, materials, and products that do not meet EU Directive 2011/65/EU (RoHS 2.0). 

15. COMPLIANCE WITH LAWS: Seller represents that no law, rule or ordinance of the United States, a State or any other governmental agency has been violated in the manufacture, sale or transportation of the Goods, and will defend and hold Buyer harmless from loss, cost or damages as a result of any such actual or alleged violation.

16. COMPLIANCE WITH INDUSTRY STANDARDS: Seller represents that all labor, ethics, health & safety standards have been adopted in the manufacture, sale or transportation of the Goods including compliance with the EICC Code of Conduct.

17. EQUAL EMPLOYMENT OPPORTUNITY: The Equal Opportunity Clauses set forth in Executive Order 112246, as amended (30 F.R. 12319), the relevant federal government regulations pertaining thereto (41 C.F.R. S60-1.4), and the Affirmative Action Clauses set forth in the relevant federal government regulations pertaining by government contractors and subcontractors (41 C.F.R. S60-250.4 (Vietnam Veterans and Disable Veterans) and 41 C.F.R. S60-741.4 (Handicapped)), are incorporated by reference herein.

18. MEDICAL EQUIPMENT AND COMPONENTS: Where applicable, all product including assemblies, sub-assemblies and components that are provided by Seller are required to be in full conformance with quality standards as set in place by the FDA as well as with other domestic and international medical regulatory regulations, laws, and directives.

19. GENERAL PACKAGING REQUIREMENTS: UCT’s packaging procedure, SOP-0222 is to be used when documentation does not specify packaging requirements. In cases where documentation does call out specific packaging requirements, UCT may also require additional procedures to be followed that do not contradict specifications and that are in line with UCT business practices.

20. SHIPPING REQUIREMENTS: Per UCT’s Routing Guide, exceptions must be approved by UCT in writing.

21. BUYER’S RIGHT TO DAMAGES: Seller shall be liable to Buyer for any losses, liabilities, costs, expenses and damages paid or incurred by Buyer resulting directly or indirectly from Seller’s breach of the Contract, including but not limited to any incidental and consequential damages and the loss of profits which, but for Seller’s breach, Buyer could have obtained on a contract to resell the Goods.

22. NO DELEGATION: Seller shall not delegate its duties under this Contract without the prior written consent of Buyer.

23. GOVERNING LAW: This Contract shall be governed by and construed in accordance with the laws of the State of California.

24. ARBITRATION: Seller and Buyer agree that any controversy or lien arising out of or relating to this Contact, or breach hereof, shall be settled by arbitration in Palo Alto, California in accordance with the Commercial Arbitration Association. The award of the arbitrator(s) shall be final and binding upon the parties hereto and judgment on the award may be entered in any court of competent jurisdiction.

25. ENTIRE AGREEMENT: This writing is intended by the parties as the final, complete and exclusive expression of their agreement relating to the subject matter hereof, and supersedes any prior agreement or understanding between them. No waiver, amendment or modification of any of the provisions hereof shall be effective, unless made in writing and signed by both parties.

26. ACCEPTANCE: By accepting UCT purchase order/s, Seller agrees to the terms and conditions contained herein.