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 shall constitute a material breach of
this Contract, and shall give Buyer the right to cancel this Contract 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 contract number, description of the goods and packing,
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 this Contact
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 10 days
or greater 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 products that are 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 90 days out from original delivery date without
penalty. UCT may reschedule any purchase order that is less than 10 days from scheduled
delivery up to 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. 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 parts, UCT requires 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.
8. 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.
9. 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.
10. 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.
11. CONFLICT MINERALS: Seller acknowledges that all goods produced for Buyer have not
had any materials or components sourced from known conflict mineral nations.
12. 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).
13. 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.
14. 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.
15. 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.
16. 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.
17. 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
18. 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.
19. NO DELEGATION: Seller shall not delegate its duties under this Contract without the prior
written consent of Buyer.
20. GOVERNING LAW: This Contract shall be governed by and construed in accordance with
the laws of the State of California.
21. 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.
22. 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.
23. ACCEPTANCE: By accepting UCT purchase order/s, Seller agrees to the terms and
conditions contained herein.
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