Terms and Conditions for Purchase of Goods
Terms and Conditions for Purchase of Goods
Bittium General Terms and Conditions apply to every Purchase Order issued by Bittium.
1 DEFINITIONS
1.1 “BITTIUM” means a company belonging to the BITTIUM Group as specified in the Order.
1.2 “Contract” means the Order together with Supplier’s acceptance of the Order.
1.3 “Contract Manufacturer” means a sub-contractor of BITTIUM for the manufacturing of BITTIUM products or parts of them, but in no case a distributor of BITTIUM.
1.4 “Counterfeit Material” means material whose origin, age, composition, configuration, certification status or other characteristic (including whether or not the material has been used previously) has been falsely represented by misleading marking of the materiel, labelling or packaging; misleading documentation; or use of other than specified raw material any other means, including failing to disclose information; except where it has been demonstrated that the misrepresentation was not the result of dishonesty by a Supplier or external provider within the supply chain.
1.5 “Goods” means the articles that BITTIUM agrees to buy from Supplier, as set out in the Order (including any part or parts of them).
1.6 “IPRs” means any rights existing under patent law, copyright law, trade name and trade dress law, data and database protection law, trademark and trade secret law, designs rights law (whether or not the design is capable of registration), mask work and chip topography protections, petty and design patents and all similar industrial or intellectual and proprietary rights and rights to exclude.
1.7 “Order” means BITTIUM’s purchase order for Goods which shall be deemed to include these Terms.
1.8 “Supplier” means the person or organization who after receipt of an Order enters into Contract with BITTIUM.
1.9 “Terms” means these General Terms and Conditions for Purchase of Goods together with any special provisions set out by BITTIUM in the Order.
1.10 “Conflict Minerals” are minerals defined in EU – the Conflict Minerals Regulation. http://ec.europa.eu/trade/policy/in-focus/conflict-minerals- regulation/regulation-explained/APPLICATION OF TERMS
2 APPLICATION OF TERMS
2.1 These Terms shall apply to Order(s) by BITTIUM. If BITTIUM and Supplier have entered into a written Bittium General Purchase Agreement (“GPA”) or similar agreement signed by duly authorized officers of the parties, terms and conditions of such GPA or similar agreement shall be applied. No terms or conditions endorsed upon, delivered with or contained in Supplier’s quotation, acknowledgement or acceptance of the Order, specification or similar document shall form part of the Contract.
2.2 Dispatch or delivery of Goods by Supplier to BITTIUM shall be deemed conclusive evidence of Supplier’s acceptance of these Terms.
3 GENERAL
3.1 Supplier shall not be entitled to assign the Contract or any part of it to another party without the prior written consent of BITTIUM.
3.2 Supplier warrants that Goods delivered do not contain Counterfeit Material. If Supplier is not either the original manufacturer of Goods or a distributor authorized by such original manufacturer, Supplier shall immediately notify BITTIUM after receiving an Order for such Goods and BITTIUM may cancel such Order without any liability to Supplier.
3.3 Goods shall comply with all laws and industry standards applicable to the nature of Goods supplied, including without limitation compliance with the latest RoHS and Reach requirements. Goods shall not contain Conflict Minerals.
3.4 BITTIUM reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of Goods ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of BITTIUM including, without limitation, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
3.5 The formation, construction, performance, validity, and all aspects of the Contract shall be governed by the laws of Finland without giving effect to its choice of laws rules. Any dispute, controversy or claim arising in connection with the Contract shall be finally settled in arbitration in Helsinki, Finland, conducted according to the Arbitration Rules of the Finland Chamber of Commerce, by one arbitrator appointed in accordance with the said rules.
Nothing in the Contract shall prevent a party from seeking interim injunctive relief or such other relief as may be available subject to applicable law.
3.6 BITTIUM’s rights under the Contract shall be in addition to any statutory conditions by applicable legislation.
3.7 In the event that any provision of these Terms shall be held invalid as contrary to any law, statute or regulation in that regard, the invalidity of such provision shall in no way affect the validity of any other provision and each and every provision shall be severable from each and every other.
3.8 No failure or delay of either party in exercising its rights, including but not limited to the right to require performance, shall be deemed to be a waiver of such rights unless expressly made in writing by the party waiving its rights.
3.9 Alterations, amendments and modifications to these Terms shall be made in writing and signed by the authorized representatives of both parties.
4 PRICE AND PAYMENT
4.1 The price for Goods shall be as stated exhaustively in the Order and shall be exclusive of value added tax but inclusive of all other taxes and charges. No variation in the price nor extra charges shall be accepted by BITTIUM.
4.2 Subject to Supplier’s compliance with the Contract and the Order, BITTIUM shall pay the price according to the terms of payment specified in the Order.
5 DELIVERY
5.1 The date of delivery and the delivery term are specified in the Order.
5.2 Supplier shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of partial delivery, the outstanding balance remaining to be delivered.
5.3 Unless otherwise stipulated by BITTIUM in the Order, deliveries shall only be accepted by BITTIUM during normal business hours.
5.4 Time for delivery is of the essence. If Goods are not delivered on the due date, then without prejudice to any other rights which it may have, BITTIUM reserves the right to:
(i) cancel the Contract in whole or in part;
(ii) refuse to accept any subsequent delivery of Goods which Supplier attempts to make;
(iii) recover from Supplier any expenditure reasonably incurred by BITTIUM in obtaining Goods in substitution from another supplier;
(iv) claim damages for any additional costs, loss or expenses incurred by BITTIUM which are in any way attributable to Supplier’s failure to deliver Goods on the due date.
5.5 If Supplier requires BITTIUM to return any packaging material to Supplier, it must be clearly stated on any delivery note delivered to BITTIUM and any such packaging material shall only be returned to Supplier at the cost of Supplier.
5.6 Partial deliveries or installments will not be accepted unless otherwise agreed in Order. Failure by Supplier to deliver any one installment shall entitle BITTIUM at its option to treat the whole Order as repudiated.
5.7 If Goods are delivered to BITTIUM in excess of the quantities ordered, BITTIUM shall not be bound to pay for the excess and any excess shall be and remain at Supplier’s risk and shall be returnable at Supplier’s expense.
5.8 Title and risk of loss to Goods shall pass to BITTIUM upon the delivery in accordance with the delivery term.
6 CONTRACT MANUFACTURES
6.1 If BITTIUM appoints or has appointed a Contract Manufacturer to manufacture BITTIUM products in which Goods are used,
Supplier shall, on BITTIUM’s request, deliver Goods to any such Contract Manufacturer in accordance with the Contract. Contract Manufacturer shall in all aspects be an independent party in relation to BITTIUM.
7 WARRANTY
7.1 Supplier warrants that all Goods shall strictly conform to specifications and quality requirements and be free from any defect during a period of twenty-four (24) months after delivery by BITTIUM of the product in which the Goods has been used, to the respective customer, however, not more than thirty (30) months after delivery of the Goods by Supplier to BITTIUM (“Warranty Period”).
7.2 If any Goods do not meet the above warranty, BITTIUM may at BITTIUM’s option and upon notice to Supplier:
(i) require Supplier to supply replacement Goods to fully satisfy the given warranties at Supplier’s sole risk and expense within a reasonable period specified by BITTIUM;
(ii) require Supplier to reimburse to BITTIUM the price of such Goods;
(iii) require Supplier to repair such Goods at Supplier’s sole risk and expense within a reasonable period specified by BITTIUM; or
(iv) repair such Goods or cause such Goods to be repaired by any third party at Supplier’s sole risk and expense.
7.3 At any time prior to or after delivery of Goods, BITTIUM shall have the right but no obligation to inspect and test Goods. If the results of such inspection or testing cause BITTIUM to be of the opinion that Goods do not conform with these Terms, or to any specifications supplied or advised by BITTIUM to Supplier, BITTIUM shall inform Supplier and Supplier shall immediately take such action as is necessary to ensure conformity. Notwithstanding any such inspection or testing, Supplier shall remain fully responsible for Goods and any such inspection or testing shall not diminish or otherwise affect Supplier’s obligations under the Contract.
8 CONFIDENTIALITY
8.1 Supplier shall keep in strict confidence all technical or commercial know- how, specifications, inventions, processes or initiatives have been disclosed to Supplier by BITTIUM or any of its affiliated companies, or by its agents. Similarly Supplier shall keep in confidence any other confidential information concerning BITTIUM’s business or its products which Supplier may obtain or be exposed to and Supplier shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging Supplier’s obligations to BITTIUM and shall ensure that such employees are subject to like obligations of confidentiality as bind Supplier.
8.2 If the parties have entered into a Non-disclosure Agreement applying to the subject matter of the Contract, such NDA shall apply instead of clause 8.1.
9 BITTIUM PROPERTY
9.1 All information, trade secrets, materials, equipment, tools, dies, moulds, copyrights, design rights and any other forms of IPRs in the items and data supplied by BITTIUM to Supplier shall at all times be and remain the exclusive property of BITTIUM or its licensors but shall be held by Supplier in safe custody at its own risk and maintained and kept in good condition by Supplier until returned to BITTIUM and shall not be disposed of other than in accordance with BITTIUM’s written instructions. In no event shall such items be used otherwise than as authorized by BITTIUM in writing.
10 INDEMNITY
10.1 Supplier shall indemnify BITTIUM, its affiliates and their customers and each of their respective employees, officers and directors against and hold them harmless from any and all claims, suits, actions, demands and proceedings and any and all damages, losses, costs, expenses and liabilities, including, without limitation, all expenses, fines, penalties and damages paid by BITTIUM, its affiliates, or their employees, officers or directors, or claimed by any customer of BITTIUM or its affiliate or its employee, officer or director (including reasonable attorneys’ fees and costs), related to or arising from:
(i) product liability, product safety and security, personal injury or death;
(ii) loss of or damage to property; or
(iii) alleged or actual infringement of any IPR;
which may be attributable to Supplier or Goods, whether arising from third party claims, suits, actions, demands and proceedings or otherwise.
11 COMPLIANCE
1.1 Supplier shall provide BITTIUM with the export control classifications and information on the applicable export or re-export authorizations and all necessary information of Goods for any required export, re-export or import licenses.
11.2 Supplier shall comply with all the applicable laws and regulations related to export controls, sanctions as well as customs regulation. For this reason, BITTIUM expects the supplier to provide export control and foreign trade data of the part in a timely manner. Such data includes information related to export control classification, jurisdiction of the item, country of origin, and any other specific trade conditions known to the item. Goods supplied to BITTIUM shall not be subjected to ITAR (International Traffic in Arms Regulations, 22 CFR 120-130). BITTIUM reserves the right to cancel the purchase order without any liability to BITTIUM in case Goods are subjected to ITAR. Supplier shall take actions necessary to become informed, and inform Bittium as needed, of changes related to any applicable export control and foreign trade data of the Goods supplied to BITTIUM, as they exist now or as they may be amended in the future.
11.3 If BITTIUM requests a Certificate of Conformity (“CoC”) that confirms the quality status of Goods and / or process for each batch or any other interval, the requested CoC shall be provided as requested prior to or with each delivery.
11.4 Supplier agrees to comply with applicable anti-corruption laws and regulations as well as the BITTIUM Third Party Anti-Corruption Code of Conduct (“Anti-Corruption Regulations”). To the extent applicable, Supplier agrees to comply with US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act (Bribery Act) and other laws and conventions with extraterritorial reach. In the event that BITTIUM has reason to believe that Supplier is in breach of Anti-Corruption Regulations, BITTIUM may provide guidance specifying which issues need to be corrected or improved. Supplier undertakes to take all measures reasonably requested by BITTIUM. In the event that Supplier becomes aware of any activity violating Anti-Corruption Regulations, Supplier shall (i) promptly notify BITTIUM and supply BITTIUM with full details of such activity; and (ii) if it has not done so already, take appropriate action against anyone found to have engaged in such activity. BITTIUM shall have the right to audit Supplier in order to satisfy itself that no breach of Anti-Corruption Regulations has occurred. Supplier undertakes to fully cooperate with any such audit or related inquiry by BITTIUM. Supplier’s failure to comply with Anti-Corruption Regulations will be deemed a material breach of these Terms entitling BITTIUM to immediately terminate the Contract without prior notice. If BITTIUM has reasonable grounds to believe that Supplier has violated, intends to violate or has caused a violation of Anti-Corruption Regulations, BITTIUM may also terminate the Contract with immediate effect and/or suspend payment until the issue has been resolved to BITTIUM’s reasonable satisfaction.
12 TERMINATION
12.1 Without prejudice to its other rights BITTIUM may terminate the Contract in whole or in part:
(i) immediately if there is a material breach of Contract by Supplier (including without limitation any breach of clause 7) and if the breach is remediable if it is not remedied within fourteen (14) days of BITTIUM sending notice of it to Supplier or if Supplier is in financial difficulties; and
(ii) at any time prior to the completed delivery of Goods in accordance with the Contract on one (1) month’s notice.
12.2 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of BITTIUM accrued prior to termination. The conditions that expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
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