Sales Terms and Conditions

February1, 2024


GENERAL REQUIREMENTS: Unless otherwise specified in the purchase order, the following general requirements, terms and conditions apply to Soligen Corporation purchase orders.

Purchase Order Identification: The Soligen Corporation purchase order number must be plainly marked on all packages, bills of lading, invoices and shipping documentation. Packing lists shall accompany each box or package shipment. In the absence of a packing list, Soligen Corporation count shall be conclusive.

Purchase Order Change: Soligen Corporation may, at any time, by written order make changes within the general scope of a purchase order in any one or more of the following: (1) Documentation, designs or specification. (2) Methods of shipment or packing. (3) Place of delivery. (4) Period of performance of work. (5) Delivery schedule. If any such change causes an increase or decrease in the cost of work under a purchase order, an equitable adjustment shall be made in the purchase order price. Soligen Corporation reserves the right to terminate a purchase order at any time. Any claim by Seller for adjustment because of a purchase order change by Soligen Corporation shall be made within thirty days from the date of receipt of change notification.

Entire Agreement: The Purchase Order constitutes the entire agreement between Soligen Corporation and the Seller. The Seller, by shipping the goods ordered, agrees to the terms and conditions set forth.

Furnished Items: Seller assumes complete liability for any Soligen Corporation owned or Soligen Corporation furnished tooling, items or materials lost, damaged or otherwise not satisfactorily dispositioned. Title to all Soligen Corporation furnished tooling, items or materials shall remain vested in Soligen Corporation.

Seller Quality Control System: The Seller shall maintain an effective quality system to ensure product and process integrity that is based on ISO 9001:2015 or current revision. The Seller’s system shall be subject to audit by Soligen Corporation’s Quality Representative, Soligen Corporation’s customers and the US Government. Waivers to quality system requirements are not valid unless obtained in writing from Buyer.

Notification of Limited Life or Obsolescence: Seller shall immediately notify Soligen Corporation of any known, present or future, limited life, obsolescence, or raw material in the product or goods that may affect Soligen Corporation’s ability to sustain Manufacturing or post delivery activities such as Warranty Repairs.

Electrostatic Protection and Packing: Devices identified as electrostatic discharge sensitive shall be handled, stored, packaged and shipped in such a manner as to preclude damage from electrostatic discharge. Electrostatic protection process shall be modeled after ANSI/ESD S20.20. The Seller shall be responsible for packing and preservation of the supplied item(s) to assure safe arrival at Soligen Corporation in accordance with good practices.

Conformance to Requirements: The Seller shall be responsible for furnishing items that conform to the requirements of the purchase order and neither surveillance, inspection, and/or tests made by Soligen Corporation or compliance with Product Assurance Requirements shall relieve the Seller of this responsibility. The supplier shall flow all requirements to sub-tier suppliers. Supplier shall specify on the purchase orders to sub-tier suppliers that they shall only procure parts from the original manufacturer, authorized distributors or authorized franchised dealers. By making shipment under this purchase order, the Seller automatically certifies that the materials (except when the material are furnished by Soligen Corporation) used in the item shipped and the processes applied to such articles comply with the applicable documentation and specifications.

Current Specifications: Material ordered according to nationally recognized specifications or military standards shall be supplied in accordance with the latest revisions unless otherwise specified.

Acceptance: Unless otherwise specified, ownership of these goods shall pass from Seller to Soligen Corporation at the f.o.b. point specified on the purchase order. Passing of ownership does not constitute final acceptance of the goods nor does it waive any of the other provision of the purchase order. All goods ordered will be subject to final inspection and approval by Soligen Corporation after delivery, not withstanding prior payment. The Seller expressly agrees that payment does not constitute final acceptance. Soligen Corporation may reject any items that contains defective material or workmanship, or does not conform to the specifications. Rejected items may be returned at the Seller’s risk and expense at the full invoice price plus applicable incoming transportation charges. Approval by Soligen Corporation inspection or failure to inspect shall not waive Soligen Corporation’s rights on the guarantee or warranty by Seller.

Documentation: Soligen Corporation may refuse to accept items delivered under a purchase order if the Seller fails to submit the certification, documentation, test data or reports specified in the purchase order.

Unauthorized Repairs: Without Buyer’s approval, Seller may not repair by welding, brazing, soldering or adhesives, parts damaged or found to be faulty during fabrication. Defects in castings or forgings shall not be repaired by any method unless authorized by the Buyer in writing. Change in Approved Processes, Materials or Procedures: Seller shall not change or substitute any specified process, material or procedure without prior written Buyer approval. The Seller shall not change any process, material or procedure from that used to qualify the process, material or procedure without prior notification to Buyer and approval by authorized customer representative. Unauthorized Submittal of Production Parts: When the purchase order requires Buyer acceptance of the first article, Seller shall not submit parts from a production run for Buyer inspection prior to Buyer’s acceptance of such first article.

Improper Re-submittal: Articles rejected by the Buyer and subsequently resubmitted to the Buyer shall be clearly and properly identified as resubmitted articles. Seller’s shipping documentation shall contain a statement that articles are replacement of reworked articles and shall also refer to Buyers rejection document.

Report of Discrepancy for Material Review: A discrepancy report is to be initiated by the Seller for any departure from documentation, specifications or other purchase order requirements and must adequately describe such departures, including a complete description of the cause and corrective action taken to preclude recurrence. The discrepancy report shall be submitted to Soligen Corporation Purchasing Department that will arrange for material review. A copy of the discrepancy report will be returned to the Seller, showing material review action taken. Seller shall not ship a discrepant item reported on a discrepancy report without Buyer’s concurrence. Seller shall refer to the number or date of the discrepancy report on each shipping document that covers items on the discrepancy report. Items shipped on a discrepancy report must be segregated from other items to permit separate identification to be maintained.

Age Control: The Seller shall have an effective system of age control of items whose acceptability is limited by age of the item. The system must include a method of identifying the age of such items and provisions for the rotation of stock. The time lapse between manufacture and the delivery date must not exceed one-forth (25%) of the shelf life when compared to the end of life date for the material supplied without prior written waiver by Soligen Corporation on a one time basis.

Government Review of Quality Control or Inspection: The Seller’s Quality Control or Inspection Systems and Manufacturing processes are subject to review, verification and analysis by Soligen Corporation and authorized Government Representatives upon request.

Notification of Product Change: Prior to delivery, Seller shall notify Soligen Corporation of any significant changes in product design, fabrication methods, material or processing from those used by Seller at time of Seller’s quotation of offer to Soligen Corporation, which resulted in the Purchase Order.

Right of Access: The Seller shall grant right of access to Soligen Corporation, Soligen Corporation’s customer, and regulatory authorities to all facilities involved in the order and all applicable records.

Flow Down Requirements: The Seller shall flow down to all their suppliers and sub-tier suppliers the applicable requirements of Soligen Corporation Purchasing and Quality. It is the Seller’s responsibility to evaluate and audit their suppliers and sub-tier suppliers’ performance and their conformance to the applicable requirements.

Retention of Records: The seller shall maintain all records involved in the purchasing order for a minimum of 10 years from date of delivery unless specifically stated otherwise on the Buyers purchase order.

Control of Special Processes: The Seller must be approved by Soligen Corporation to perform required special processes and must use special process suppliers acceptable to Soligen Corporation. Special processes, indicated below, require approval or certification of the process equipment and the procedures. Certification by a responsible representative of the Seller shall be included with each shipment. Certification shall indicate all special processes performed, applicable specifications (including class type, grade, etc.) and the name of special processor(s).

Special Processes:

  1. Soldering
  2. Surface Finish, Conformal Coating,
  3. Testing (Electrical, NDT, Environmental, etc.)
  4. Printed Circuit Board Fabrication
  5. Casting/Forging (Cases, Shields, etc.)
  6. Other specified on purchase order

Supplier Quality Requirements: Seller shall adhere to Soligen Corporation’s Supplier Quality Requirements document SOP-3.QP120-SGN for applicable commodity types and agree by signing SOP-4.QP121-SGN Supplier Quality Requirements Acknowledgement when required.

Notification of Facility Change: Seller shall not relocate any production, manufacturing and/or processing facilities during performance of the purchase order, without promptly notifying Buyer and affording Buyer an opportunity to examine such facilities for compliance with Quality Assurance requirements, including any necessary approvals.

Default Cancellation: Soligen Corporation reserves the right to cancel this order in the event of default by the Seller due to failure to deliver the item specified, comply with delivery dates and/or failure to meet the requirements specified in the purchase order including quality system requirements.

Indemnification: All goods supplied must be free from any liability including but not limited to royalties, patent rights, mechanics’ liens or other encumbrances. Seller agrees to indemnify Soligen Corporation against all claims, demands, costs and actions for actual or alleged infringements of patent rights in the use, sale or resale of supplied items or services.

Discrimination: Seller agrees that in performing the work under this order the Seller will not discriminate against any employee because of race, religion, color, ancestry, sex, sexual orientation, age, disability or medical condition. Seller agrees on any sub-contract under this order to insert a similar clause.

Law: Seller warrants that no law, rule or ordinance of the United States, State or any other government entity has been violated in the manufacture, sale or in the performance of services covered by a purchase order and will defend and hold Soligen Corporation harmless from loss, cost or damage as a result of any such actual or alleged violation.

Proprietary Property: When items are made to documentation furnished by Soligen Corporation, unless such drawings are entirely of standard items made and/or furnished by Seller to the trade, the design shall be considered proprietary and private as belonging to Soligen Corporation and Seller is not to disclose information or furnish others with the same items or services without the written permission of Soligen Corporation.

Delays: Seller will immediately notify Soligen Corporation whenever an actual or potential labor dispute delays or any other event threatens to delay the timely performance of an order.