Star Technologies, LLC
2400 4th Avenue
Huntington, WV 25703
(304) 697-1177
(304) 697-1181 Fax
Supplier Terms and Conditions
General: As a supplier to Star Technologies, LLC, it is understood that your organization
agrees to meet the terms and conditions set forth in these Supplier Terms and Conditions
(this ‘Agreement). Your acceptance of any Star Technologies Purchase Order conforms
acceptance of this Agreement.
Definitions: “Buyer” shall mean Star Technologies, LLC. “Supplier/Seller” shall mean the
party identified as the good or service provider in any Purchase Order issued by Star
Technologies. “Goods” shall mean those goods identified in any Purchase Order, which
may be changed, from time to time by the mutual written agreement of the parties.
“Services” shall mean those services identified in any Purchase Order, which may be
changed from time to time by the mutual written agreement of the parties. “Purchase
Order” shall mean any transfer of data that conveys purchase information from Buyer to
Seller. All accepted Purchase Orders shall be subject to and are part of this Agreement, and
shall supersede and replace any different o0r conflicting terms provided by the Seller.
- ORDERS AND ORDER ACCEPTANCE – Orders for Goods or Services shall be by means
of Purchase Orders placed by Buyer’s authorized Procurement agents, which shall specify
applicable prices, quantities, delivery schedules, shipping instructions, destinations,
applicable specifications, required insurance, any special requirements, the address which
Seller’s invoice shall be sent, and other similar matters which are necessary for the
individual transaction to be adequately described. - INVOICES/DOCUMENTATION – Seller shall mail invoices to Buyer, or as requested on
the face of this purchase order, promptly after shipment is made, as all discounts will be
calculated from the actual date of receipt of the goods by Buyer or date of invoice,
whichever is later. Separate invoices shall be issued for each shipment pursuant to this
order, showing purchase order number and part number.
Unless otherwise stated on the purchase order, all products must be identified and
traceable to material test reports through heat and/or lot numbers. Test reports and other
relevant order information records must be maintained by the Seller for a minimum of ten
years. A copy of the applicable test reports must accompany shipment. - EXTRA CHARGE – No extra charge of any kind, including charges for boxing, packing,
or cartage, will be allowed unless specifically authorized on the face of this order, or agreed
to in writing by Buyer. - PRICE AND PAYMENT TERMS – If no price is specified on this order, the goods shall be
billed at the price last quoted to Buyer and in no event is this order to be filled at higher
prices than quoted or charged, without Buyer’s written consent. Payments will be made
with NET 30 terms from the date of invoice unless specified otherwise in the Purchase
Order or agreed to in writing between Buyer and Seller - DELIVERY – Time is of the essence. Deliveries are to be made both in quantities and at
times specified herein, or if not specified herein, in such quantities and at such times as are
specified in Buyer’s written instruction. Buyer is not obligated to accept early deliveries,
late deliveries, partial deliveries or excess deliveries. If Seller’s deliveries fail to meet
schedule, Buyer, without limiting its other rights or remedies, may either direct Seller or
terminate all or part of this order in accordance with the Cancellation provision hereof.
Any additional handling charges resulting from Seller’s failure to comply with Buyer’s
shipping instructions will be charged to Seller. - CHANGES – Buyer shall have the right at any time to make changes in his order. If any
such changes cause an increase or decrease in the cost, or the time required for the
performance, an equitable adjustment shall be made and this order shall be modified in
writing accordingly. Seller agrees to accept any such changes subject to this paragraph.
Seller shall not make any changes in materials, components, manufacturing processes, or
methods used in production of the goods covered by this order without the prior written
consent of Buyer. Seller shall reimburse Buyer for any damage or expense sustained by
Buyer as a result of violation of this clause by Seller. When requested, Seller shall place in
writing the nature of their request for deviation from the original order requirements prior
to consideration for acceptance by the Buyer. Seller shall immediately notify Buyer of
nonconforming product, in process or completed, and await disposition. - PATENTS – Seller agrees upon receipt of notification to promptly assume full
responsibility for defense of any suit or proceeding which may be brought against Buyer or
its customers for alleged patent infringement, as well as for any alleged unfair competition
resulting from similarity in design, trademark or appearance of goods or services furnished
hereunder, and Seller further agrees to Indemnify Buyer and its customers against any and
all expenses, losses, royalties, profits and damages including court costs and attorneys’ fees
resulting from any such suit or proceeding, including any settlement. - WARRANTY – Seller expressly warrants that all goods and services furnished under this
purchase order shall conform to all applicable specifications and descriptions, shall be
merchantable, and will be free from any defects in material or workmanship. If Seller
knows or has reason to know the particular purpose for which Buyer intends to use the
goods or services, Seller warrants that such goods or services will be fit for such particular
purpose. Seller’s warranty shall run to Buyer, its successors, assigns and customers, an
users of products sold by Buyer. Seller shall indemnify and save Buyer harmless from any
breach of this warranty, and no limitations on Buyer’s remedy in Sellers’s documents shall
operate to reduce this indemnification. This warranty is in addition to all warranties
contained under the law. - INDEMNIFICATION – Seller shall defend, indemnify and hold harmless Buyer against
all damages, claims or liabilities and expenses (including attorneys’ fees) arising out of or
resulting in any way from any defect in the goods or services purchased hereunder, or from
any act or omission of Seller, its agents, employees or subcontractors. This indemnification
shall be in addition to the warranty obligations of Seller. - INSPECTION – Buyer shall have the right to inspect the goods delivered hereunder and
to reject any or all of said goods which are in Buyer’s judgement defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein will
be held for Seller’s instruction at Seller’s risk and if Seller so directs, will be returned at
Seller’s expense and, in addition to Buyer’s other rights, Buyer may charge Seller all
expenses of unpacking, examining, repacking and reshipping such goods. Payment for the
goods delivered hereunder shall not constitute acceptance thereof, nor will acceptance
remove Seller’s responsibility for latent defects. Acceptance or failure to inspect by Buyer
shall not relieve Seller of any of its responsibilities or warranties hereunder and nothing
contained in this purchase order shall release in any way the Seller from the obligation of
testing, inspection and quality control. - COMPLIANCE WITH LAWS – The Buyer and the Selleer are required to comply with
legal requirements, acts, laws, and guidelines; this includes, but is not limited to, those of
the United States Export Control and Customs, Congressional Acts, Federal government,
State governments and Local governments. All product is required to be compliant with
S.E.C. Dodd-Frank Act section 1502. - TERMINATION FOR CONVENIENCE OF BUYER – Buyer reserves the right to
terminate this order or any part hereof for its sole convenience. In the event of such
termination, Seller shall immediately stop all work hereunder, and observe any
instructions from Buyer as to work-in-process. Seller shall be paid an equitable adjustment
for work already performed. - CANCELLATION – Buyer may also cancel this or any part hereof for cause in the event
of any default by the Seller, or if the seller fails to comply with any of the terms and
conditions of this offer. In the event of cancellation for cause, Buyer shall not be liable to
Seller for any amount and Seller shall be liable to Buyer for any and all damages sustained
by reason of the default with gave rise to the cancellation. - PROPRIETARY INFORMATION – CONFIDENTIALITY – Seller shall consider all
information furnished by Buyer to be confidential and shall not disclose any such
information to any other person, or use such information itself for any purpose other than
performing this contract, unless Seller obtains written permission from Buyer to do so. - FORCE MAJEURE – Buyer may delay delivery or acceptance occasioned by causes
beyond its control. Seller shall hold such goods at the direction of Buyer and shall deliver
them when the cause affecting the delay has been removed. Buyer shall be responsible only
for Seller’s direct additional costs in holding the goods or delaying performance of the
agreement at buyer’s request. Causes beyond Buyer’s control shall include government
action or failure of the government to act where such action is required, strike or other
labor trouble, fire, or unusually severe weather. - LIMITATION OF LIABILITY/STATUTE OF LIMITATIONS – Buyer’s liability for
damages, whether based upon negligence, breach of warranty, breach of contract or
otherwise shall not include liability for special, incidental, punitive or consequential
damages. Any action resulting from any breach on the part of Buyer as to the goods or
services delivered hereunder must be commenced within one year after the cause of action
has accrued. - COMPLIANCE WITH APPLICABLE LAWS – This order is to be construed according to
the laws of the State of West Virginia, exclusive of the choice of law rules thereof, and shall
not be governed by the provisions of the U.N. Convention on Contracts for the
International Sale of Goods, 1980. - WAIVER – Buyer’s failure to insist on performance of any of the terms or conditions
herein or to exercise any right or privilege or Buyer’s waiver of any breach hereunder shall
not thereafter waive any other terms, conditions, or privileges, whether of the same of
similar type. - RIGHT OF ENTRY – Seller will provide the Buyer, buyers’ customer and regulatory
agencies access and right of entry to sellers’ facilities at all reasonable times to determine
and verify the quality of the work, materials, and technical records associated with this
purchase order. - NON-CONFORMING AND COUNTERFEIT PARTS – All product provided to Buyer
shall consist of new materials and authentic products only. Buyer must be contacted in the
event that Seller becomes aware of Non-Conforming or Counterfeit Product. Product will
be considered Non-Conforming/Counterfeit if Purchase Order calls manufacturer name
and required manufacturer is not supplied. Any changes to Purchase Order requests not
approved in writing may be considered Non-Conforming/Counterfeit. - ENTIRE AGREEMENT; ASSIGNMENTS – This purchase order, together with any
documents referred to on the face hereof, constitutes the entire agreement between the
parties and can only be modified by a writing signed by both parties. No part of this order
may be assigned or subcontracted without the prior written approval of Buyer. - ETHICS – Seller will comply with and flow down the following code of conduct – All
suppliers are prohibited to engage in any activity that creates a conflict of interest; must
comply with all laws, regulations, statutes, rules, and acts; must report any illegal or
unethical conduct to management or other appropriate authorities; and must understand
the implications of ethical behavior. - SAFETY – The organization shall plan, implement, and control the processes needed to
assure product safety during the entire product life cycle. - RECORD RETENTION – Quality/Inspection records shall be retained on file by the
supplier:
Non-traceable, non-serialized parts – eleven (11) years
Traceable parts as identified on the drawing or purchase order – Indefinitely
Serialized parts as identified on the drawing or purchase order – Indefinitely
Critical parts as identified on the drawing – Indefinitely
Distributor standard off the shelf product – seven (7) years
Certifications must be available to Star Technologies, LLC within 48 hours from request.
MINIMUM retention periods, beginning with the date the order was completed. In the
case where a specification, contract or purchase order requires a greater retention period,
the more stringent requirement will apply. All other retentions shall follow AS9100
standards of ten (10) years.
Rev. 1 3/29/2021