Terms & Conditions
- For Sale
- For Suppliers
- Additional Terms for Suppliers (Custom Design Parts)
- Additional Terms for Authorized Distributors
- Tab Title
Terms and Conditions for Sale
The following terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by BEMA (Seller).
1. PRICES. Prices are based on the specifications and quoted quantities. Prices exclude shipping and taxes. Prices shall remain fixed for the term of the Agreement, subject to BEMA’s right to revise Prices (i) to account for any variations on the market prices of components, parts and raw material (collectively “Components”), including any such variations resulting from shortages and (ii) in the event of a change in the specifications or quantities ordered.
2. PAYMENT TERMS. Payment terms are net thirty (30) days after the date of invoice, unless another agreed upon terms is approved by BEMA. On any invoice not paid by the maturity date, CUSTOMER shall pay interest from maturity to date of payment at the rate of 1.5% per month.
- Long Lead Time Items; Minimum/Multiple Buys. CUSTOMER acknowledges that BEMA often must place orders for Components well in advance of the CUSTOMER’s delivery date. At CUSTOMER’s request, BEMA will provide to CUSTOMER a list of Components with lead times in excess of ninety days (“Long Lead Time Components”). CUSTOMER acknowledges that Vendor lead times are subject to change, and agrees to be financially responsible for all Long Lead Time Components purchased in accordance with the Vendor’s then-current lead times. CUSTOMER further acknowledges that BEMA will be required to order Components in accordance with the various minimum buy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor, and agrees that it shall be financially responsible for all such Components.
- Reschedules. CUSTOMER may reschedule all or part of a scheduled delivery one time per quarter (for a maximum of two quarters) for a period not to exceed forty-five (45) days. At the end of this forty-five day period, CUSTOMER shall either accept delivery of rescheduled finished units and/or pay BEMA’s Delivered Component Cost (BEMA’s quoted cost of Components as stated on the bill of materials plus a materials margin equal to 15%) associated with rescheduled units not yet built.
- Excess and Obsolete Components. Within a reasonable time after the end of each calendar quarter, BEMA shall advise CUSTOMER in writing of any excess/obsolete Components in its inventory and the Delivered Cost of such Components. CUSTOMER shall pay for all Components which it agrees are excess/ obsolete. In the event CUSTOMER does not agree that a Component is excess/obsolete, it shall only be required to pay for the Component in the event said Component remains excess/obsolete at the end of the following quarter.
- Liability. CUSTOMER acknowledges that it shall be financially liable for all Components ordered in accordance with this Section. CUSTOMER’s Component Liability shall be equal to BEMA’s Delivered Cost of all Components ordered in support of any Order or Forecast, less the actual cost of those Components which are returnable to Vendor (less any cancellation or restocking charges). BEMA shall use commercially reasonable efforts to minimize CUSTOMER’S Component Liability by attempting to return Components to the Vendor; provided, however, that BEMA shall not be obligated to attempt to return to Vendor Components which are, in the aggregate (e.g., per line item), worth less than $1,000.
4. DELIVERY/ACCEPTANCE. All Product shipments shall be FCA BEMA’s facility of manufacture; freight charges are Prepaid & Add, unless otherwise specified; title to and risk of loss or damage to the Product shall pass to CUSTOMER upon BEMA’s tender of the Product to carrier. In the absence of shipping instructions from CUSTOMER, BEMA will ship by the method it deems most advantageous. Freight, any taxes, handling or other similar charges will be the sole responsibility of the CUSTOMER. Unless otherwise indicated, CUSTOMER is obligated to obtain its own insurance against damage to the product being shipped. Unless otherwise specified, the product will be shipped in standard commercial packaging. Any claims for shortages or damaged upon receipt of product, need to made within five (5) days from delivery. Acceptance of the Product shall occur no later than fifteen (15) days after shipment, and shall be based solely on whether the Product passes a mutually agreeable Acceptance Test Procedure or Inspection designed to demonstrate compliance with the Specifications. Product cannot be rejected based on criteria that were unknown to BEMA or based on test procedures that BEMA does not conduct. Product shall be deemed accepted if not rejected within this fifteen-day period.
5. WARRANTY. BEMA’s warranty period is for one year from date of shipping and is limited to correction of defects in BEMA workmanship. For the purpose of this Section, “workmanship” shall mean manufacture in accordance with (i) the most recent version of IPC-A-610 Class II or (ii) the CUSTOMER’s workmanship standards set forth in the specifications and approved by BEMA. BEMA shall, at its option and at its expense, rework, replace or issue a credit for product found defective during the warranty period. In addition, BEMA will pass on to CUSTOMER all manufacturers’ Component warranties to the extent that they are transferable, but will not independently warrant any Components. All warranty returns shall be done in accordance with BEMA’s authorized returned material policy. BEMA’s warranty does not include products that have defects or failures resulting from CUSTOMER’s design of the Products; accident, disaster, neglect, abuse, misuse, improper handling; alterations, modifications or repairs by CUSTOMER or third parties; or defective CUSTOMER-provided test equipment or test software. CUSTOMER bears all design responsibility for the Product. THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REWORK, REPLACEMENT OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
6. TERMINATION. In the event an Order is cancelled or this Agreement is terminated for any reason (including a breach by BEMA or a Force Majeure Event), CUSTOMER shall pay BEMA, termination charges (collectively, the “Termination Charges”) equal to (1) the contract price for all finished product existing at the time of termination; (2) BEMA’s cost for all work in process; and (3) BEMA’s Delivered Cost of Components ordered in support of CUSTOMER’s Orders or Forecast.
7. INDEMNIFICATION. Each party will indemnify the other party for all claims resulting from such party’s breach of this Agreement or negligence. In addition, BEMA will indemnify CUSTOMER against any losses (as adjudicated by a court of law) in connection with any third party infringement claim based on BEMA’s manufacturing process; CUSTOMER will indemnify BEMA against any losses incurred in connection with any third party infringement claim based on anything other than the manufacturing process (including but not limited to the design).
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATE TO THIS AGREEMENT. For the purpose of this Section, both lost profits and damages resulting from value added to the Product by CUSTOMER shall be considered consequential damages, but amounts required to be paid to a third party as a royalty or license fee shall not be considered consequential damages. IN NO EVENT SHALL BEMA’S LIABILITY UNDER THIS AGREEMENT FOR ANY PRODUCT (WHETHER ASSERTED AS A TORT CLAIM OR CONTRACT CLAIM) EXCEED THE AMOUNTS PAID TO BEMA FOR SUCH PRODUCT HEREUNDER. IN NO EVENT WILL BEMA BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. FORCE MAJEURE. BEMA shall be excused to the extent that failure of performance is due to causes beyond BEMA’s control, including but not limited to strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, epidemics or pandemics, or any other reason where failure to perform is beyond the reasonable control, and not caused by the negligence of BEMA. In the event of a force majeure occurrence, BEMA shall immediately provide the Customer, by e-mail, facsimile or other expeditious notice, with detailed information regarding the event, including, without limitation, the cause, if known, the extent of the effect of the event on performance. In the event of such delay, delivery dates shall be extended accordingly for a period equal to the time lost by reason of such delay.
10. CHANGES. CUSTOMER may upon sufficient notice make changes to the product, including but not limited to changes in (1) drawings, plans, designs, procedures, specifications, test specifications or BOM, (2) methods of packaging and shipment, or (3) delivery schedule. All changes other than changes in delivery dates shall be requested pursuant to an Engineering Change Notice (“ECN”) and, if accepted by CUSTOMER, finalized in an Engineering Change Order (“ECO”). If any such change causes either an increase or decrease in BEMA’s cost or the time required for performance of any part of the work under this Agreement (whether changed or not changed by any ECO) the prices and/or delivery schedules shall be adjusted in a manner which would adequately compensate BEMA for such change. BEMA reserves the right to charge an administrative fee for all ECN’s in an amount not to exceed $1,000 per ECN. Any changes to the Product or specifications shall be done through BEMA’s standard ECO process. Each party will agree to maintain the confidentiality of the other party’s confidential information. This Agreement shall be governed in accordance with the laws of California, and the state or federal courts in Alameda County, California shall have exclusive jurisdiction over this Agreement.
11. MISCELLANEOUS. The terms and conditions set forth herein constitute the entire agreement of the parties, superseding all previous agreements covering the subject matter. This agreement shall not be changed or modified except by written agreement, specifically amending, modifying and changing this agreement, signed by a corporate officer of BEMA and an authorized representative of the CUSTOMER. CUSTOMER hereby acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. The failure by BEMA to enforce at any time any of the provisions of this agreement, to exercise any election or option provided herein, or to require at any time the performance by CUSTOMER of any of the provisions herein will not in any way be construed as a waiver of such provisions. In the event the parties cannot resolve a dispute, the parties acknowledge and agree that the state courts of Alameda County, California and the federal courts located in the Northern District of the State of California shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. This agreement shall be construed in accordance with the substantive laws of the State of California (excluding its conflicts of laws principles). Reasonable attorney’s fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this agreement.
Terms and Conditions for Suppliers
1. GENERAL. This Order is expressly conditioned upon Seller’s acceptance of the terms and conditions set forth herein, together with the terms set forth in documents attached to this Order or incorporated by reference on the face of this Order. The Order constitutes the entire agreement between BEMA and Seller and supersedes all other agreements and undertakings, whether written or oral, between the Parties with respect to the subject matter of this Order except for Non-Exclusive Trademark Licenses which may exist between the Parties. The Order shall not be modified by or interpreted by reference to any course of dealing or usage of trade and shall not be modified by any course of performance. No modification of this Order shall be effective unless in writing signed by the party to be charged with the modification. No modification shall bind BEMA unless signed by an authorized BEMA Purchasing Representative. BEMA hereby explicitly rejects the inclusion of any different or additional terms proposed by Seller and if such different or additional terms are so included in an order acknowledgment, Seller agrees that a binding contract of sale will result including only the terms stated herein unless BEMA has agreed by a written Order Modification to accept such different or additional terms.
The order of precedence of all terms and conditions in the Order are those designated: (1) on the face of the Purchase Order and/or attachments, (2) in the body of a request for a quotation or item specification, and (3) those stated in these Terms and Conditions. Additional requirements, policies, and statements are found at BEMA’s website: www.bemaelectronics.com.
Seller’s acceptance of this Order must be by the commencement of performance or by seasonable written acknowledgment of this Order, but where Seller’s acceptance is by the commencement of performance, BEMA reserves the right to treat its offer as having lapsed before acceptance unless BEMA is notified of Seller’s acceptance within a reasonable time.
2. VERBAL ORDERS are accepted under the terms herein only. Any discrepancies between BEMA’s understanding of the verbal order (which is expressed in this Order) and the Seller issued order acknowledgment are the responsibility of the Seller.
3. ERRORS/CHANGES. Any clerical errors appearing in the typed portion of a BEMA Order may be corrected at any time by BEMA.
4. QUANTITIES. The quantities specified for delivery on this Order are the only quantities required by BEMA. Therefore, if Seller delivers quantities in excess of those specified in this Order, BEMA shall not be required to make any payment for the excess goods and, at BEMA’s election, may keep or return the excess goods at Seller’s risk and expense.
5. CONFORMANCE OF GOODS. Seller warrants that all goods furnished hereunder will conform to the requirements of this Order (including all descriptions, specifications, and drawings made as part of this Order), will be merchantable, fit for their intended purposes, free from all defects in materials and workmanship and free from defects in design. All warranties, including special warranties specified elsewhere herein or normally offered to buyers of goods of this kind, shall inure to BEMA, its employees, successors, assigns, customers, and users of its products. BEMA’s approval of designs or specifications furnished by Seller shall not relieve Seller of its obligations under this warranty. Any tender of goods which is nonconforming as to the quality or quantity or the delivery schedule shall constitute a breach of this Order and BEMA shall have the absolute right to reject such goods, in whole or in part, and notify Seller thereof. In addition, the Seller shall not deliver any product to BEMA containing any Counterfeit or suspect Counterfeit Parts. In the event of such a tender, BEMA shall be entitled to all remedies as provided by law, and in addition, thereto shall have the right to do any or all of the following: (1) to hold such nonconforming goods for a reasonable period at Seller’s risk and expense pending a determination to accept or reject any or all thereof; (2) to return such nonconforming goods to Seller at BEMA’s election and at Seller’s risk and expense for replacement or correction; (3) to accept such nonconforming goods subject to an equitable price reduction; (4) to replace or correct such nonconforming goods and charge to Seller the cost occasioned to BEMA thereby; (5) to recover by offset or otherwise any and all expenses, costs, price reductions, and damages paid, incurred, or suffered by BEMA as a result of such holding, return, replacement, correction, reductions, or rejections of non-conforming goods; or (6) to terminate this Contract as provided herein.
6. NOTIFICATION OF NONCONFORMING PRODUCTS. The Seller shall immediately notify BEMA when Seller becomes aware that nonconforming product has been delivered to BEMA against this Order. BEMA’s remedies in relation to nonconforming product are as outlined in these terms and conditions in item 5 above.
7. RIGHT OF ACCESS. Seller shall grant the right of access to BEMA, BEMA’s customer(s), and regulatory authorities to all facilities involved in this order and to all applicable records related to this order upon written request from BEMA.
8. NOTIFICATION OF PRODUCT CHANGES. The Seller is required to notify BEMA of changes in product, service, or processes, including changes of their external providers or location of manufacture related to goods to be supplied on this Order and, where required, shall obtain BEMA’s approval prior to shipment of product.
9. SUBCONTRACTING. Seller will not subcontract without BEMA’s prior written consent for the design, development or procurement of the whole or any substantial portion of any goods ordered hereunder. This limitation shall not apply to Seller’s purchases of standard commercial supplies or raw material.
10. PACKING. All items are to be packed in suitable containers for protection in shipment and storage. Each container of a multiple container shipments shall be identified (a) to show the number of the container and the total number of containers in the shipment, and (b) the number of the container in which the packing sheet has been enclosed. All shipments by Seller must include packing sheets containing the BEMA Order number, quantity, part number/size, and description of the items shipped. Materials for different contracts shall be listed on separate packing sheets. All materials considered to ESD sensitive shall be handled per ANSI/ESD S20.20.
11. INVOICES shall be submitted by the Seller to the BEMA Accounts Payable Department at the address set forth on the face of this Order. The prices set forth in this order includes all taxes, duties, fees, packing, shipping and loading charges, levies and similar charges. All sales and use taxes must be separately itemized. The BEMA Purchase Order Number and Item Number (if applicable) must appear on all shipping documents, invoices, and packing sheets. Determination of payment due date, whether under net or discount terms, will be based on the latest of (1) the date goods are received or services are completed; (2) the date goods are scheduled to be received or services are scheduled for completion under this Order; or (3) the date an accurate invoice and packing sheet (including required product certifications) have been received. Unless early delivery of goods or services is expressly authorized by the BEMA Purchasing Representative, payment for goods or services received in advance of the contractual commitment date shall be made as set forth above. Payment will be deemed to have been made when deposited in the mail.
12. TIME is of the essence of this Order. Delivery dates are firm commitments to deliver goods on the specified date(s) unless specifically modified in writing. In the event of delivery before the agreed date, BEMA may refuse the goods, store goods at Seller’s expense or return goods to Seller at Seller’s expense.
13. FLOW-DOWN OF TERMS AND CONDITIONS. The Seller is required to flow down to sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required.
14. PLACE OF DELIVERY. Unless specifically stated otherwise, all deliveries shall be F.O.B. BEMA at the address shown on the face of this Order.
15. RECORD RETENTION. Supplier shall retain and maintain quality records pertaining to the purchase from deterioration for a minimum of 10 years unless otherwise specified by the purchase order. BEMA shall be notified in writing 30 days prior to the destruction of any records related to material supplied against our purchase order.
16. INDEMNIFICATION. BEMA shall not be liable for any incidental or consequential damages or losses incurred by the Seller. By accepting this Order, Seller assumes all liability for any damages of any kind which may result from the use by BEMA’s employees, agents, or any other person(s) including third parties unknown to BEMA or Seller, including damages due to failure of the goods. Seller agrees to indemnify, defend and hold BEMA harmless from any and all such damages or losses, including, without limitation, reasonable attorneys’ fees incurred by BEMA in defending against the same, excepting such loss, cost or damage occasioned by fault or negligence of BEMA.
17. TERMINATION. BEMA may terminate the whole or any part of this Order in any of the following circumstances:
1. If Seller fails to deliver the goods or to perform the services required by this Order within the time specified herein, or any extension thereof granted by BEMA in writing; or
2. If Seller fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two (2) circumstances does not cure such failure within a period of ten (10) days after receipt of notice from BEMA specifying such failure; or
3. In the event of suspension of Seller’s business, insolvency, institution of bankruptcy, liquidation proceedings by or against Seller, appointment of a trustee or receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the benefit of creditors.
18. NOTICES. Any notice submitted by Seller, unless otherwise specified within this Contract, shall be in writing and directed to the BEMA Purchasing Representative indicated on the face of the Order.
19. DISPUTES. Pending the final resolution of any dispute involving this Order, Seller agrees to proceed with the performance of this Order, including the delivery of goods, in accordance with BEMA’s instructions. Seller shall submit to BEMA’s buyer a written demand for BEMA’s final decision regarding the disposition of any dispute between the parties relating to this Order, unless BEMA, on its own initiative, has already rendered such a final decision. Any BEMA final decision shall be expressly identified as such, shall be in writing, and shall be signed by BEMA’s authorized Purchasing Representative, except that BEMA’s failure to render a final decision within ninety (90) days after receipt of Seller’s demand shall be deemed a final decision adverse to Seller’s contentions. BEMA’s final decision shall be conclusive and binding regarding the dispute unless Seller commences an action to contest such decision within ninety (90) days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later. BEMA and Seller shall bear their own costs of processing the dispute.
20. WAIVER AND SEVERABILITY. Any action or inaction by BEMA or the failure of BEMA, on any occasion, to enforce any right or provision of this Order shall not be construed to be a waiver by BEMA of its rights hereunder, and shall not prevent BEMA from enforcing such provision or right on any future occasion. A determination that any portion of this Order is unenforceable or invalid shall not affect the enforceability or validity of any of the remaining portions of this Order.
21. RIGHTS AND REMEDIES. The rights and remedies of BEMA herein are cumulative and are in addition to any other rights or remedies that BEMA may have at law or in equity.
22. GOVERNING LAW. This Order shall be governed by the laws of the State of California, except that its conflict of law rules shall not apply.
23. ENVIRONMENT, HEALTH AND SAFETY. BEMA is committed to safeguarding the environment through adherence to globally accepted policies for environmental protection that necessarily extends to our suppliers.
24. RoHS. When required by BEMA, seller shall ensure that applicable orders are compliant with Restrictions of Hazardous Substances (RoHS).
25. REACH Compliance. In support of the European Union regulations on the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH – EC1907/2006), seller shall provide to BEMA the disclosure of any substances of very high concern (SVHC) that is contained within an article at a concentration of 0.1% (1000 ppm) or more on an article weight basis. The disclosure certificate of these SVHCs must be provided to BEMA.
26. FOD. The seller shall inspect for foreign object debris/materials. All delivered products shall be free of foreign object, debris, material, including grease, lubricant, coatings not specified on PO, burrs, etc.
27. MSDS/SDS. Seller shall provide applicable Material Data Sheets (MSDSs) or Safety Data Sheets (SDSs) at time of delivery of any hazardous substances regulated by OSHA 29CFR1910.
28. CONFLICT MINERALS. When requested, seller shall provide information to BEMA regarding the potential presence of “conflict minerals” in the goods provided to BEMA. In addition, the seller agrees to flow this requirement down to their sub-tier providers. The seller further agrees to comply with all U.S. laws and BEMA’s policy relevant to the usage restrictions of conflict minerals sourced from the Democratic Republic of the Congo or adjoining countries. Refer to BEMA’s policy statement on Conflict Minerals
29. PART/MATERIAL SUBSTITUTION. Part and/or materials substitution is not allowed. If unable to fulfill purchase order with specified part number, immediately notify BEMA.
30. Control by Lot. The seller shall assign a common lot control to all items in a particular manufactured lot
31. DEVIATIONS AND DESIGN CHANGES. No changes or deviation from supplied drawings or specifications are permitted without first obtaining written authorization from BEMA. Supplier shall not ship any material, parts, or assemblies which do not conform to all drawings, specifications, or purchase orders, without prior written approval from BEMA. Under no circumstances are repairs to be performed without prior written approval from BEMA.
32. SELLER PERFORMANCE. BEMA will monitor the seller’s performance for on-time delivery and product conformity. Poor performance may impact future orders. See Supplier Performance Expectations letter on the BEMA website: www.bemaelectronics.com
33. QUALITY MANAGEMENT SYSTEM. The seller should implement a quality management system, and understand that it is part of BEMA’s quality management system as an external provider.
34. ENSURE that its employees are aware of their contribution to product or service conformity, to product safety, and the importance of ethical behavior.
Additional Terms and Conditions for BEMA Supplier (Custom Design Parts)
The terms and conditions listed below, together with those appearing on the purchase order, and BEMA’s General Terms and Conditions of Purchase constitute the entire agreement between BEMA and Seller. In the event of a conflict, the term(s) in conflict stated on the Purchase Order takes precedence.
Material Certification Required:
Shall be a separate Certificate from the Certificate of Conformance. Where there is a material call out in the specification, the material call out will be created referencing the Sellers Purchase Order information (PO Number) for the procurement of that material and a statement indicating that the material received the matches the requirements of the Purchase order and that listed in the specification. Technical specifications of the raw material along with any test results must be available upon request.
Restriction on Acquisition of Specialty Metals (Jul 2009):
Any product purchased for Military use on this order must comply with the Specialty Metals Clause in DFARS 252.225.7008, 7009, and 7010.
Foreign Object Debris/Foreign Object Damage (FOD) Control Program:
Supplier shall maintain a FOD prevention program to ensure products or deliverables are manufactured in accordance with drawings or specifications and free from foreign object damage or debris. National Aerospace Standard NAS-412 shall be used as a guideline to comply with this requirement. The supplier shall inspect deliverables for foreign objects/debris and shall certify that such items are free from any foreign materials that could result in FOD. The seller’s FOD Control Program shall be documented and effective. This requirement shall be flown down to sub-tier suppliers wherever applicable to prevent entry of FOD into the deliverable product.
No Part Substitutions Allowed:
The exact material callout out in the specification must be used to fulfill the Purchase Order. There is no provision for the use of better than parts as all changes must be approved. No substitutions are allowed without prior written approval from BEMA.
Counterfeit parts are of special concern to BEMA. If suspect/counterfeit parts are furnished under this purchase order or are found in any of the goods delivered to BEMA, they will be impounded by the Buyer. To avoid or lessen the possibility of using counterfeit parts in BEMA’s manufacturing operations, Seller shall only purchase components and parts from Original Equipment Manufacturers (OEMs) or through the OEM’s authorized distributor chain. Seller must make available to Buyer upon request, OEM documentation that authenticates traceability of components and parts ordered to the applicable OEM.
Certificate of Conformance:
A copy of the Certificate of Conformance is required for this item. The Certificate of Conformance shall identify the item and include the date of manufacture or lot number for traceability purposes. Also required are CofCs from any sub-tier suppliers for outside processes. When available, provide a copy of Inspection reports for production units.
Marking Permanency and Legibility:
The manufacturer shall be responsible for legibly and permanently identifying each part or bagged assembly (as applicable), in the method prescribed by the detail document.
Quality Control System:
The product on this order must be controlled under a Quality Control System that is consistent with the requirements of ISO 9001.
First Article Inspection:
First Article Inspection Report (FAIR) will be submitted by the supplier. A First article inspection will be conducted by the Seller on the “First Time Build” or significantly changed parts (new REV), or processes change, or when the part has not been manufactured during the past two years. Minor changes such as from REV-A to REV-A1 require only a delta report for the items that have changed. FAIRs should be in a format meeting AS9102 requirements. Supplier formats shall be approved by BEMA.
The Seller’s control of purchases and services shall be equivalent to MIL-Q-9858A, para. 5.1 and 5.2. The seller shall maintain an Approved Suppliers list, which shall be made available to BEMA. The seller must have prior written approval from BEMA to subcontract any special processes. Any outside special process vendor must be specified and approved by BEMA in writing prior to seller’s issuance of an order.
Buyer Source Inspection:
The product furnished under this PO is subject to a Buyer Source Inspection.
Printed Wiring Board Condition (as applicable):
All products supplied under this contract shall be manufactured, soldered and inspected utilizing Institute for Interconnecting and Packaging Electronics Circuits (IPC) Standards as follows: a. ANSI/IPC-A-600 Acceptability of Printed Boards Class 2 or 3 as required on the drawing or referenced specification(s).
Printed Circuit Board Assembly Condition (as applicable):
All products supplied under this contract shall be manufactured, soldered and inspected utilizing Institute for Interconnecting and Packaging Electronics Circuits (IPC) Standards as follows: IPCA-610 class 2 or 3 as required on the drawing or referenced specification(s).
All materials considered to be ESD sensitive shall be handled per ANSI S20.20. They shall be packaged and shipped in accordance with ANSI/ESD S541.
In acknowledging this award, supplier hereby certifies to the best of its knowledge and belief that they are not debarred, suspended, or proposed for debarment or declared ineligible to contract with the Federal Government, by any agency and no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency thus complying with FAR 52.209-6, FAR 52.203-11, and FAR 52.203-12.
To the extent Supplier is subject to NIST SP 800-171 security requirements in accordance
with DFARS 252.204-7012, Supplier represents that it has (1) completed within the last 3 years and will maintain at least a current basic NIST SP 800-171 DoD Assessment for all covered contractor information systems related to its business with BEMA (for work in support of a government contract) that are not part of an information technology service or system operated on behalf of the Government and (2) submitted or will submit to the Government for posting to the USG’s Supplier Performance Risk System (SPRS), the information required by paragraph (d) of DFARS 252.204-7020.
The following paragraph applies ONLY if the item being procured is a Commercial Item as defined in FAR 2.101. Commercial Item Procurement
The items being provided to Buyer under this Order are Commercial Items as defined in FAR 2.101, and accordingly, the provisions of FAR 52.244-6(c) and (d) are hereby incorporated into this Order by reference in order to satisfy the requirement that the appropriate FAR provisions be flowed down. In addition, The FAR and DFAR flowdowns identified are hereby also flowed down and incorporated into this Order to the extent the Buyer is required to flow down those clauses to a
supplier of a Commercial Item.
Additional Terms and Conditions for BEMA Supplier (Authorized Parts Distributor)
The terms and conditions listed below, together with those appearing on the purchase order, and BEMA’s Terms and Conditions for Vendors, constitute the entire agreement between BEMA and Seller. In the event of a conflict, the terms in conflict stated on the Purchase Order takes precedence.
Counterfeit parts are of special concern to BEMA. To avoid or lessen the possibility of using counterfeit parts in our manufacturing operations, BEMA only purchases goods from authorized distributors. As such, Seller shall only purchase components and parts from Original Equipment Manufacturers (OEMs) or through the OEM’s authorized distributor chain. Seller must make available to Buyer upon request, OEM documentation that authenticates traceability of components and parts ordered to the applicable OEM.
No Part Substitutions Allowed:
The exact part number called out must be used to fulfill the Purchase Order. There is no provision for the use of substitutions. Any substitutions must be approved by BEMA prior to fulfillment of the order.
Certificate of Conformance:
A copy of the Certificate of Conformance is required for this item. The Certificate of Conformance shall identify the item and include the date of manufacture or lot number for traceability purposes.
Quality Control System:
The product on this order must be controlled under a Quality Control System that is consistent with the requirements of ISO-9001.