Vendor Terms and Conditions

These Purchase Order Terms and Conditions (“Terms”) are entered into by and between Applied Concepts, Inc. (hereinafter referred to as “Buyer,” or “ACI”) and Supplier on the issued purchase order (hereinafter referred to as “Supplier”). These Terms govern the purchase of goods and/or services by Buyer from Supplier. By accepting Buyer’s purchase order, Supplier agrees to be bound by these Terms.

1. Acceptance of Purchase Order

Supplier’s commencement of work on the goods subject to this purchase order or shipment of such goods, whichever occurs first, shall be deemed an effective mode of acceptance of this purchase order. However, if Supplier proposes a different delivery schedule, price, or any other term that deviates from Buyer’s purchase order, the purchase order is not accepted until Buyer explicitly agrees to such changes in writing. Acceptance of this purchase order is limited to the express terms contained herein. Any proposal for additional or different terms, or any attempt by Supplier to vary in any degree any of the terms, is hereby objected to and rejected unless explicitly agreed to in writing by Buyer.

2. Pricing and Payment

The prices for the goods and/or services shall be as stated on the Buyer’s purchase order. Any additional charges must be pre-approved in writing by Buyer.
Payment terms commence upon the receipt and acceptance of goods by Buyer, meaning payment is due the defined number of days after acceptance.
Invoices should be emailed to Buyer’s accounts payable department at ap@a-concepts.com.
Any invoice discrepancies must be notified to Buyer within 60 days of the original invoice date.
The Supplier is responsible for any taxes or duties unless otherwise specified in the purchase order.

3. Delivery and Shipping

The Supplier shall deliver goods and/or services according to the delivery schedule and freight terms outlined in Buyer’s purchase order. Any modifications to carriers or shipping methods require prior written approval by Buyer.
Delivery shall be made to the location specified by Buyer. Any changes to the delivery location must be pre-approved in writing by Buyer.
The Supplier shall bear all risk of loss or damage to the goods until delivery and acceptance by Buyer.
Non-compliance with shipping guidelines may result in the Buyer charging back incurred shipping costs and postponing invoice payments

4. Quality Assurance

Specifications/Inspection and Non-conformance

All goods and/or services must meet the specifications and quality requirements specified by Buyer.
The Buyer reserves the right to inspect and reject non-conforming or defective items upon delivery or during subsequent use.
If defects or nonconformities are discovered after delivery and initial inspection, the purchaser reserves the right to request replacements and seek compensation for damages.
Rejected goods and any goods supplied more than the specified quantities may be returned to Supplier at Supplier’s expense. Buyer may also charge Supplier for costs associated with unpacking, inspecting, repacking, and reshipping such goods.
Payment for delivered goods does not signify acceptance. The purchaser reserves the right to inspect all goods and reject any that are deemed defective or nonconforming.
Rejected goods will be managed within accordance with the ACI Material return process.
The seller remains fully responsible for the testing, inspection, and quality control of all goods delivered under this purchase order.

5. Changes and Cancellations

The Buyer may request changes to the purchase order, including quantity, specifications, or delivery schedule. Such changes must be agreed upon in writing by both parties.
The Buyer reserves the right to cancel the purchase order, in whole or part, prior to delivery, by providing written notice. The Buyer shall only be liable for payment for goods and/or services delivered and accepted.

6. Confidentiality

Supplier agrees to keep all proprietary information relating to Buyer’s business confidential and not disclose it to third parties without Buyer’s prior written consent. This obligation survives termination of the agreement for a period of five (5) years.

7. Compliance with Laws

Supplier shall comply with all applicable federal, state (including Texas and Delaware laws), and local laws, including but not limited to export controls, labor standards, and environmental regulations

8. Indemnification

Supplier shall indemnify and hold Buyer harmless from claims, damages, liabilities, and expenses arising from Supplier’s breach of these Terms or any negligent or wrongful act or omission by Supplier, including intellectual property infringement claims.

9. Governing Laws and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Texas. Any disputes arising under these Terms shall be resolved exclusively in the courts located in Collin County, Texas.

10. Force Majeure

Neither party shall be liable for delays or failures in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, government actions, or labor disputes.

11. Entire Agreement

These Terms constitute the entire agreement between Buyer and Supplier concerning the subject matter hereof and supersede all prior agreements. Modifications must be in writing and signed by authorized representatives of both parties.

12. Vendor Performance

Vendors are expected to achieve 96% on-time delivery performance. Vendors falling below a 75% twelve-month average will be placed on probation and may be removed from Buyer’s approved vendor list.
The ACI Purchasing team will provide monthly performance updates to key or critical vendors.

13. Manufacturing and Certification Requirements

All Product and PCA’s must conform to the IPC A 610 Rev. G Class 2 specification. Any deviation from that specification must be either documented by drawing, instructions, or email.
Calibration service providers must include a certificate of calibration with the delivery of calibrated items.
All goods shipped should be RoHS Compliant. Exceptions should be noted at the time of quote.

14. First Article Requirements

Suppliers of custom ACI products must provide a first article inspection report and RoHS Certificate of Conformance at the time of delivery or prior via email. This requirement applies to the first purchase of a part or revision. Additionally, suppliers must supply other documents as defined on the ACI part drawing or purchase order.

A first article is also required in these cases:

- - An item has not been purchased for a period of two years.
  - A design or process change has been made that affects the fit, form or function of an item.
  - The facility used to produce the item has changed.
  - There was an initial rejection of the first article.

Orders for a new revision PCB require the following:

- - Supplier must include a cross-section sample and/or a layer stack-up report which details the thickness of the dielectrics used in the PCB.
  - Supplier must include an impedance testing report that has impedance requirements per the drawing.
The first article inspection report is a deliverable with the parts or products. The order is considered incomplete without this paperwork and will be held on the ACI dock until the first article paperwork is received or for 2 business days after receipt, whichever happens first. Non-conformance to this policy may result in loss of business
Feedback from ACI first article evaluation will be communicated via email by the of the Purchasing team.

15. Miscellaneous

Buyer reserves the right to access Supplier’s facilities to verify product quality, records, processes, and materials.
Severability: If any provision is deemed unenforceable, the remainder of the Terms shall remain in effect.
Electronic Acceptance: Acceptance of these Terms via digital methods is legally binding, including email conformation or the ACI vendor portal.