Marton Precision Mfg., Inc. Terms and Conditions

Terms and Conditions

Quality Clauses

TERMS & CONDITIONS

This webpage is intended to communicate the Standard Terms and Conditions governing the (1) Quotations (Quotes, Bids, etc) submitted by MARTON to our customers and (2) Purchase Orders (POs, Orders, etc.) submitted to our suppliers (vendors).

Section 1: QUOTATIONS

Section 2: PURCHASE ORDERS

Section 3: SPECIAL QUALITY CLAUSES

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Section 1: QUOTATIONS

Authority to Modify Terms: The prices and terms set forth in this document (“Quotation”) may not be changed or modified without written approval by an authorized representative of Marton Precision Mfg., Inc, (hereinafter called “Marton”). If Purchaser uses its own form to place an order, it is understood that such use is for Purchaser's convenience only and that Marton hereby refuses to assent to any terms or conditions contained therein that conflict with or are in addition to those contained herein, and such conflicting and/or additional terms and conditions shall be of no force or effect. All orders, in whatever form submitted, will be accepted only at the principal office of Marton by an authorized representative of Marton.

Duration of Offer: The offer in this quotation will remain open for a period of 30 days from the date hereof. All prices are based on the quoted specification; any additional changes to the specification or additional product requirements may result in changes to quoted prices. Furthermore. All prices are based on the associated quantity levels by part number per order unless otherwise agreed to by the parties.

Shipping: Place of Delivery: The delivery of all items covered by this Quotation (hereinafter called “Products”) shall be completed when made F.O.B. point of shipment. In all cases, risk of loss or damage to any Products in transit shall fall upon the Purchaser. Unless Marton receives specific shipping instructions from the Purchaser, Marton will exercise its own discretion in selecting the most suitable method of shipment. All prices contained herein do not include shipping, handling, transportation or insurance.

Time of Delivery: Delivery dates specified in this Quotation are approximate and are based on prompt receipt of all necessary information from Purchaser. Any delay in the delivery of necessary information by Purchaser will result in a later delivery date. Marton will supply such later delivery date upon order confirmation or receipt of the necessary information. Marton shall not be liable for delays or non-delivery due to causes beyond its control, including, but not limited to, acts of God, acts of Purchaser, acts of civil or military authority, war, riots, storms, fires, labor disputes or disturbances, earthquakes or the inability due to causes reasonably beyond Marton's control to obtain necessary labor, materials or manufacturing facilities. In any event, Marton shall not be in default for failure to deliver unless Marton does not commence to cure such failure within 10 days after receipt of written notice of failure to deliver from Purchaser.

Warranty and Disclaimer of Warranties: Marton warrants that all Products delivered under this Quotation shall, at the time of delivery and for a period of one year thereafter, be free from defects in material and workmanship. If Purchaser has furnished Marton with specifications for the Products, Marton warrants only that at the time of delivery the Products delivered under this Quotation shall conform to such specifications. The foregoing warranty applies only to Products installed and operated in accordance with Marton’s recommendation, and such warranty does not apply where Marton determines that any claimed defect arose as a result of Purchaser’s misuse, neglect, improper installation, repair, alteration or accident with respect to any Products delivered hereunder. Marton’ obligation under this warranty is limited to giving Purchaser credit in the amount Purchaser has paid for nonconforming Products upon Purchaser’s return of such Products to Marton’ principal office, freight prepaid. If Marton chooses, in its sole discretion, to repair the non-conforming Product then Marton, in its sole discretion, may repair the Product in conformance with the specifications at the time of delivery or the current specifications at the time of repair. THIS LIMITED WARRANTY SETS FORTH THE ENTIRE EXTENT OF MARTON'S LIABILITY FOR DEFECTIVE PRODUCTS. MARTON MAKES AND PURCHASER RECEIVES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MARTON BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCURRED BY PURCHASER OR ANY OTHER PERSON. IF FOR ANY REASON THE FOREGOING LIMITATION ON LIABILITY IS VOIDED OR IS NOT EFFECTIVE, PURCHASER AGREES THAT MARTON’S LIABILITY FOR DAMAGES, IF ANY, SHALL NOT EXCEED THE PAYMENTS MADE BY PURCHASER FOR ANY DEFECTIVE PRODUCT. In no event shall Marton be liable for loss of profit, loss of stored data, damage to other equipment user in connection with the products, whether or not used properly, or any other incidental, consequential, special or punitive damages. This paragraph is not intended to limit Marton’ liability to a greater extent than permitted by law.

Indemnity: Purchaser shall indemnify and hold Marton harmless against any expenses, damages, costs or losses that may be asserted by any of Purchaser’s customers or any other third parties in respect of any of Purchaser’s acts or omissions, or arising out of or connected with any claim, action or proceeding brought or made against Marton for (i) infringement of patents or trademarks arising from compliance with Purchaser’s design, specifications or instructions; (ii) unfair competition; (iii) the failure or alleged failure of the goods or services to comply with Purchaser’s warranty, or; (iv) any act or omission of Purchaser.

Marton’ Liability: The maximum liability of Marton for any reason whatsoever arising out of delivery or use of Products delivered under this Quotation shall in no case exceed the amount that the Purchaser has paid to Marton for such Products for the twelve-month period prior to the event that created the liability. In no event shall Marton be liable for incidental, consequential, special or punitive damages.

Trade Customs: Terms and conditions not specifically stated herein should be governed by trade customs.

Blanket orders: Orders may be scheduled over 12 months from date of order. If the quantity shipped over the 12-month period does not meet or exceed the quantity ordered, then customer is deemed to have cancelled the underage and such cancellation shall be subject to section 12, below. Also, if the underage results in a lower volume discount level, then Marton shall invoice Purchaser the difference between the lower volume discount level and the original discount level, for all orders previously shipped.

Order Add-Ons: Open orders may be increased until the final shipment of that order is made. However, increases in open orders shall be subject to a lead-time of no greater than 12 weeks.

Reschedule Requests: Requests for extension of delivery schedules must be submitted in writing to Marton a minimum of 30 days prior to scheduled shipment date. However, all rescheduled shipments, must occur within 6 months of the original, scheduled shipment date. If a rescheduled order results in Marton incurring any costs and/or fees then Purchaser shall be responsible for the payment of those costs and/or fees at shipment of the order.

Order Cancellations: Purchaser may cancel an order, provided that such order has not been rescheduled pursuant to section 11, above. To be effective, Marton must receive such cancellation, in writing, at least 60 days prior to the original, delivery date. In the event of a cancelled order, Purchaser shall pay Marton, the purchase price for all finished Product(s), the material cost for all unfinished Product(s) and any other costs or expenses incurred by Marton for unfinished Product(s), provided; however, that the amount paid shall not exceed the original cost of the Product(s).

Discrepancies and Returns: Marton is not obligated to accept Products with discrepancies if not reported to Marton within Five (5) business days from the carrier’s recorded delivery date.

Customer Supplied Material: Marton will only confirm acceptance of purchase orders on receipt of a sample of the material to confirm machineability for the required project. If no sample is available, the price of the purchase order may be confirmed or adjusted during the machining of the project.

Governing Law; Jurisdiction: These terms and conditions and any Quotation to which they relate shall be governed by and construed in accordance with the internal laws of the State of California (irrespective of its choice of law principles). Any action arising hereunder shall be brought in either the Superior or Municipal Court for Orange County or the United States District Court for the Western District of California, and each of the parties hereto hereby submits itself to jurisdiction of such courts for the purposes of any such action and waives any rights to removal and to change venue. The parties specifically disclaim application of the provisions of the United Nations Convention on the International Sale of Goods.

Attorney’s Fees: The prevailing party in any action arising hereunder shall be entitled to recover all of such party’s costs of suit, including reasonable attorney’s fees (as well as costs, expenses and fees on any appeal).

Invalidity: If any provision hereof is declared invalid by any tribunal or legal authority having jurisdiction, the remaining provisions not so declared invalid shall be enforced to the fullest extent permitted by law.

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Section 2: PURCHASE ORDERS

To be a supplier you must meet our Standard Quality Requirements as follows:

PO Acknowledgment: You are responsible for acknowledgement of all our company purchase orders.

Right of Access: If requested, you must allow on-site verification of your quality management system, manufacturing process and product by our company, our customer, our customer's representative, or the government (FAA, DOD, etc.).

Material and Process Specifications: You must produce our product to the specific material and process specifications referenced on the drawing or purchase order. You must work to the specification revision in effect at the time the purchase order was issued. All purchase order, specification requirements and key characteristics must be flowed down to sub-tier contractors (if applicable). If for some reason you are not able to meet the specifications, you must notify our company immediately.

First Article Inspection Report Approval: For products manufactured to our company or our company customer drawing requirements (not applicable to metallic raw materials, non-metallic raw materials, and industry standard hardware), you must perform First Article Inspection (FAI) of all drawing and specification requirements on a sample representative of the first production lot according to the requirements of SAE AS9102 prior to shipment of production parts. You must complete and submit a new or updated FAI, including all certifications, if:

a)       this is a first time manufacture

b)       the part has not been manufactured in 2 years

c)       there is a revision to the our company drawing or our company customer drawing (per our company PO)

Traceability and Serialization: Product traceability is a requirement. You must provide unique identification of product batch number, lot number, or, if required by the drawing, serial number. The batch, lot, or serial number must be traceable to all raw material, manufacturing, and inspection records.

Inspection: You must inspect product to the degree necessary to ensure compliance to all requirements. Unless otherwise specified by the drawing or by a designated clause, you must perform 100% inspection and/or use a recognized sampling plan (i.e. ANSI/ASQ Z1.4) at a 1.0 AQL with zero defectives permitted in the sample.

Non-Conforming Product: You must only ship product that meets all requirements, or obtain a written authorization. In the event of a non-conformance related to your product, root cause and corrective action may be necessary. You must also notify our company to any change(s) to the product during manufacturing.

Certification: Unless otherwise specified by designated clause on the purchase order, you should submit all applicable certifications for each shipment. Certifications and certified test reports must include the following minimum information:

Name/address of facility that manufactured the material, or performed the process or test

Our company Purchase Order Number

The Drawing Number and Revision

Process performed or material provided, including type/class/grade, as applicable

Name and/or title of authorized representative from the company that manufactured the material, or performed the process or test.

Unique traceability number (certification number, heat code number, batch number, melt number, etc.)

Statement certifying that articles covered by the certification are in compliance with the applicable

CONFIDENTIALITY

Recipients of all MARTON issued Purchase Orders (seller) agree that all designs, tools, patterns, drawings, specifications, programs. files, other information and equipment received from MARTON for the performance of a Purchase Order has a contractual obligation to protect this as proprietary data. Disclosure of this proprietary data to any party outside of the recipients organization is prohibited except where such data is required for performance of the Purchase Order. If disclosure of data is required for performance of the Purchase Order, it is the obligation of the Purchase Order recipients (seller) to invoke these limitations to all sub-tier agreements.

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Section 3: Special Quality Clauses

In addition to our Standard Purchase Order Terms and Conditions and Standard Quality Requirements, Special Quality Clauses may be invoked on individual Purchase Orders. Our Special Quality Clauses are:

Our company Approved Processors: When a process specification is listed on the engineering drawing process table and our company is indicated under “Source Control”, you must use only our company approved processors. The approved processors are drawing specified.

Our company Source Inspection: If company source inspection is required prior to shipment of any item on this purchase order. Contact our company 5 days prior to the time the items will be ready for inspection.

Our company Witness of Test: our company witness of functional testing of the items on this purchase order is required. Contact our company 5 days prior to the time the items will be ready for testing.

Supplier Planning Approval Requirement: Prior to the first shipment, you must submit your manufacturing and inspection planning and that of any subcontract source to the our company Buyer for review and approval (freezing) by the our company and our company customer (if applicable). As a minimum, the planning shall contain the following information:

Supplier name and address.

Revision History Record Sheet.

A revision identifier (letter and or date) for the planning.

Our company part number and our company Drawing Revision letter.

Reference to the customer part number (if applicable).

Sequential manufacturing, processing, test and inspection operations (including any sketches) for fabrication or processing of the part. Operations for outside processes must include the name and address of each supplier used.

Your planning and that of any subcontract source is to be re-submitted as identified above for our company and our company customer (if applicable) for re-approval (freezing) prior to making any changes to the previously approved planning.

Control Plan Approval Requirement: You must submit your control plan to our company for review and approval prior to starting production. You must not make any changes to the control plan after our company approval has been granted without the prior written approval of our company Quality. The control plan must identify in chronological order, each step in your manufacturing process, including the items checked, and the method, frequency, acceptance standard, responsibility and documentation for each check. The control plan should also include a process flow chart keyed to the control plan.

Test Plan Approval Requirement: You must submit your functional test and acceptance plan to our company for review and approval prior to starting testing. You must not make any changes to the test plan after our company approval has been granted without the prior written approval of our company Quality.

Welding Procedure Approval Requirement: You must submit your welding procedure to our company for review and approval prior to start of any welding. You must not make any changes to the procedure after our company approval has been granted without the prior written approval of our company Quality. Welding must be performed by certified welders. Evidence of personnel qualification shall be available upon request.

Phone: (714) 808-6523 Toll Free: (800) 871-2871 Fax: (714) 808-6524