Standard Terms and Conditions of Purchase
- DELIVERY. Delivery of the Goods in this Order shall be made pursuant to the schedule herein unless otherwise agreed to in writing by AIM prior to shipment. Vendor shall inform AIM promptly of any anticipated delay in shipment and, if directed by AIM, be responsible for all reasonable costs incurred for the prompt delivery of substitute Goods of equal quantity and quality. AIM may terminate this Order in whole or in part by written notice to Vendor without compensation if the Goods fail to meet the specified delivery date. If this Order requires delivery in installments and Vendor fails to deliver an installment on the designated delivery date, AIM may decline to accept subsequent installments and terminate the balance of this Order.
- ACCEPTANCE. AIM shall have one hundred and eighty (180) days from the date of receipt of the Goods for inspection and acceptance testing. Any Goods not rejected during the 180-day period shall be deemed accepted. AIM shall reject any excess quantity and Vendor shall make good on any part shortages by way of issuing a credit note or bearing all reasonable costs incurred, including but not limited to freight charges, for the prompt delivery of replacement Goods.
- WARRANTIES. Vendor warrants to AIM and its customers that the Goods shall be free of liens, new and unused, and perform in accordance with their published specifications and be free from defects in materials, workmanship and design for a period of two (2) years from AIM’s receipt of such Goods. Vendor shall, at AIM’s request, furnish a certificate of compliance with their published specifications. Goods not meeting this warranty may be returned to Vendor for credit or replacement, and Vendor will bear all costs in rectifying such failures, including sorting, reworking, freight, testing and field-recovery costs.
- SHIPPING INSTRUCTIONS. All Goods must be packaged by Vendor in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening, and each shipment must contain packing sheets listing contents. AIM’s purchase order number, part number(s) and description(s) must appear on all shipping containers, packing sheets, delivery orders, invoices, bills of lading and airway bills.
- INDEMNITY. Vendor agrees to indemnify, defend and hold AIM and its customers harmless from all costs, losses, penalties, fine, liabilities and damages arising from third-party claims alleging (a) infringement by the Goods of intellectual property or proprietary rights, (b) personal injury or property damage caused by the Goods, or (c) defects in the Goods which amount to a breach of Vendor’s warranties in Section 3..
- AMENDMENTS. AIM may, by purchase order amendment issued to Vendor, change (a) the method of shipment or packing, (b) the drawings, designs or specifications, or (c) the shipment date. Within 3 days from receipt of a purchase order amendment, Vendor shall inform AIM in writing of any increase or decrease in the cost of performance caused by a purchase order amendment and provide supporting documentation. AIM shall make an equitable adjustment in the Order to reflect valid cost variances by the requested AIM changes. Vendor shall advise AIM in writing of any foreseeable part shortages, and shall advise AIM in writing 6 months in advance of obsolescence and/or end-of-life situations that could prevent Vendor from support AIM’s ability to order Goods.
- TERMINATION AND REMEDIES. AIM may terminate this Order in whole or in part at any time by written notice to Vendor, even Goods designated as non-cancelable/non-returnable. Except for termination due to default or delay of Vendor, Vendor shall be entitled to reasonable compensation for cancellation or restocking fees incurred for the cancelled Goods, but the total paid by AIM shall not exceed the price on the Order for the cancelled Goods.
- WAIVER. No claim or right arising out of the breach of this Order by Vendor can be discharged by a waiver of the claim or right by AIM unless the waiver is supported by consideration and is in writing signed by AIM.
- CONFIDENTIALITY. Vendor shall not, without first obtaining AIM’s written permission, advertise, publish, or disclose the terms, details or specifications of this Order, the amount of revenue generated or to be generated from this Order, or the fact that it has furnished or has contracted to furnish AIM with the Goods.
- COMPLIANCE WITH LAWS. Vendor expressly warrants that, unless otherwise specifically noted by AIM, all Goods shall comply with all applicable hazardous substance content regulations including, but not limited to, the EU directive on the restriction of the use of certain hazardous substances in electrical and electronics equipment, Directive 2002/95/EC (“RoHS”). Vendor shall deliver a certificate of compliance for such regulations prior to initiation of product shipments and Vendor may be required, at AIM’s discretion, to deliver a certificate of compliance with each product shipment. If requested by AIM, Vendor agrees to provide evidence of compliance, which may include but is not limited to test results, test verification and lab reports. Such evidence shall be retained by Vendor to be made available to AIM on request, for a minimum of five (5) years from date of test. Vendor shall defend, indemnify and hold AIM harmless from and against the payment of damages, costs, expenses, liabilities and settlement amounts incurred in conjunction with any suit, claim or action by any third party arising from any breach of supplier obligations or performance to compliance thereof.
- DISPUTE RESOLUTION. Any dispute arising out of or relating to this Order shall be settled by binding arbitration before the Singapore International Arbitration Centre, with mandatory venue in Singapore. The parties hereby knowingly and voluntarily, and having had an opportunity to consult with counsel, waive all rights to trial by jury.
- ADDITIONAL REQUIREMENTS:
a) Supplier to notify AIM of nonconforming product and obtain AIM’s approval for non-conforming product disposition.
b) Supplier to notify AIM of changes in product and/or process definition, change of suppliers, change in manufacturing facility location.
c) Supplier to flow down to the supply chain the applicable requirements specified in the PO.
d) Supplier to retain record (if any) specified in the PO accrodingly.
e) Supplier to allow riight of access by AIM, AIM’s customers and regulatory authorities to all facilities, at any level of the supply chain, involved in the order and to all applicable records.