Supplier Terms & Conditions
- Acceptance of this order or the initiating of any process or the furnishing of any product, or the acceptance of payment constitutes unconditional acceptance by the supplier. Additional or different terms or conditions proposed by Seller shall be void and of no effect unless accepted in writing by Buyer.
- Right of Entry: The Buyer and Buyer’s customer, and their customers, or any applicable regulatory agency, will have the right to enter the suppliers’ facility to perform inspection or ensure compliance with the contract. Supplier warrants that it has and will maintain an adequate quality assurance and/or control program for the goods and services ordered and that it makes and maintains adequate authenticated quality control and/or assurance reports, records, certificates, affidavits, and the like relating to the goods or services ordered. Supplier agrees that upon request and at no additional charge, it will promptly furnish authenticated copies of such reports and documents as well as applicable certificates of conformances and/or compliance acceptable to UCS at the time of/or after delivery.
- Shipment of goods and services under this order shall be FOB as set forth on the face of the order. Supplier shall follow buyers’ instructions regarding method of shipment, except where buyer has so stated on the face of the order. Shipments must be packaged according to specifications, or if not covered in specifications, so as to permit the most cost-effective handling, provide adequate protection, and comply with requirements of the carrier.
- Inspection and Quality Assurance: All goods and services ordered by UCS shall be subject before delivery to inspection, tests, and audits by UCS at reasonable times and places. Supplier agrees to provide access for UCS to all facilities at all reasonable times for such inspections, tests, and audits, and at no additional cost, to provide all tools, equipment, and assistance reasonably necessary. Inspection, tests, or audits before delivery to UCS do not constitute final acceptance, nor do they or any other inspecting, testing, or auditing by UCS or failure of UCS to do so, relieve supplier from exclusive responsibility for furnishing goods or services in full conformance with the purchase. Supplier warrants that it has and will maintain an adequate quality assurance and/or control program for the goods or services ordered and that it makes and maintains adequate authenticated quality control and/or assurance reports, records, certificates, affidavits, and the like, relating to the goods or services ordered.
- Schedule for delivery will be the responsibility of the supplier. The supplier shall not be held liable for damages in respect to delivery delay due to causes beyond supplier’s reasonable control. However, if the supplier does not meet the delivery date by 5 days early or 3 days late, as depicted on the face of the order, the buyer may approve a revised delivery schedule or terminate the order without liability for such termination. UCS monitors suppliers’ on-time delivery and quality.
- Freight: All shipping and handling charges shall be included in the final price-FOB destination. Supplier will be responsible for insuring the shipment. Supplier shall bear the risk of loss or damage of the shipment. Upon request by UCS, supplier shall initiate and expedite all claims for loss or damage during shipment. Provided that supplier has complied with the terms of this agreement, including without hesitation, verification of the validity of the order and address of the shipping location before shipment. Suppliers’ liability for loss or damaged products shall be by replacement or credits for the loss of the products. In addition to any other remedies available to UCS at UCS option, damaged products will be replaced on a rush basis and at no extra charge to UCS. No invoices will be paid on damaged merchandise until the claims are settled, and the payment discount period if any shall be extended accordingly.
- Price Protection Period: Unless otherwise provided, the price of the items stated herein will not be subject to any price increase from the date on which this order is accepted by Seller to the requested delivery date of Buyer. This price protection period shall not exceed twelve (12) months. If the Seller’s established price for any item upon the date of delivery shall be lower than the price shown on this order, then Buyer shall have benefit of such lower price from Seller or its affiliates.
- Change Notification: Where appropriate, supplier shall notify UCS of changes in product and/or process definition where fit, form, or function may be affected. Supplier shall not change UCS-designed product without prior written approval. Cancellation shall remain the right of the Buyer and may be initiated at any time a change has taken place.
- Hazardous Material: Supplier agrees to furnish the applicable material safety data (SDS) sheet(s) with each shipment, for products designated by industry, state, or federal agencies as hazardous material. Seller must include certificate of conformance for purchased products where applicable. Supplier agrees that upon request and at no additional charge, it will promptly furnish authenticated copies of such reports and documents as well as applicable certificates of conformance and/or compliance acceptable to UCS at the time of or after delivery.