Seller acknowledges and agrees that the Serendipity Electronics General Terms and Conditions (which have been provided to Seller and are available via the internet at Buyer’s website www.SerendipityElectronics.com apply to and are incorporated in,
and a part of, this purchase order, each amendment to it and any subsequent release, requisition, work order, shipping instruction, specification and other document related to this purchase order, whether expressed in written form, by electronic data interchange, e mail or other format, issued or agreed to in writing by Buyer with respect to the Goods covered by this purchase order.
- All parts must be in factory-sealed packaging, new and unused.
- SUPPLIER acknowledges that all orders are placed with the understanding that time is of the essence. Many purchases made by Serendipity Electronics, Inc. (“Serendipity”) are part of a subsequent transaction wherein Serendipity is the supplier. Should Serendipity be late with such subsequent deliveries, or fail to perform in similar respect, Serendipity may be obligated to indemnify these subsequent purchasers for damages arising out of Serendipity’s failure to timely perform. Accordingly, SUPPLIER agrees and acknowledges that SUPPLIER will indemnify and hold harmless Serendipity from and against any and all lawsuits, actions, claims, demands, judgments, fines, costs (including attorney and other professional fees and disbursements), expenses, losses, liabilities and damages, including any special, incidental, consequential, punitive and exemplary damages that Serendipity may suffer or be in any way subjected to on account of SUPPLIER’s failure to perform its obligations under this Purchase Order Agreement.
- Any late or short shipments are cause for cancellation by Serendipity Electronics, Inc. (“Serendipity”) without Serendipity incurring any additional costs or obligations.
- SUPPLIER agrees that fraudulent/counterfeit parts have no value and any contract documents establishing a transaction involving fraudulent/counterfeit parts shall be declared “null and void.”
- SUPPLIER and Serendipity hereby agree that if Serendipity or a testing laboratory chosen by Serendipity determines that the electronic parts supplied are not functioning to the part specifications , then SUPPLIER has the right to: 1) agree with Serendipity’s findings and the transaction will be cancelled; or 2) verify Serendipity’s findings by contracting with a Serendipity-approved and SUPPLIER-recognized test laboratory (hereafter referred to as “lab”) for further verification.
- Notice must be provided within ten days after receipt of this purchase order that SUPPLIER is unable to supply the complete order by the date specified. Failure to provide notice within that time will cause SUPPLIER to be subject to any and all damages suffered by Serendipity due to its failure to receive the ordered parts in a timely fashion.
- The Fabrication Authorization is 2.0 weeks and the material authorization is 2.0 additional weeks, for a total of 4.0 weeks. All information provided by Serendipity beyond 4.0 weeks is for planning purposes only and does not obligate Serendipity to purchase any amounts over the 4.0 weeks of finished goods and raw material.
- The courts of Nassau County of the State of New York, will have exclusive jurisdiction and venue of any dispute that arises out of or relating to this purchase order.
- If Serendipity is purchasing the subject parts from a supplier overseas, “Any dispute, controversy or claim arising out of or relating to this contract, including the validity, invalidity, breach, or termination thereof, shall be finally settled by binding arbitration and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitration shall be conducted in English in New York in accordance with the United States Arbitration Act and the substantive law of the state of New York.
- New York law will govern any dispute that arises out of or relates to this purchase order.
- Before any legal action is filed concerning this purchase order, SUPPLIER and Serendipity agree to participate in mediation before a neutral mediator that will last a minimum of four hours unless the matter is resolved in less than that amount of time.
- If any dispute arises between SUPPLIER and Serendipity and a lawsuit is filed, the prevailing party will be entitled to recover their reasonable attorneys’ fees and costs.
- Any terms and conditions submitted and/or offered by SUPPLIER shall be deemed additional terms and shall be considered null and void and unenforceable under this Agreement.
- Supplier shall notify Serendipity of any nonconforming product that was shipped to Serendipity.
- Supplier shall obtain approval from Serendipity regarding nonconforming product disposition prior to shipment.
- Supplier shall notify Serendipity of any changes in the product or process definition, changes of supplier, changes of manufacturing facility location and, where required, obtain approval from Serendipity.
- Supplier shall flow down to the supply chain any applicable requirements including Serendipity customer’s requirements.
- Supplier shall retain records related to the product supplied for a minimum of seven (7) years.
- Supplier shall allow right of access by Serendipity, our customer and regulatory authorities to the applicable areas of facilities, at any level of the supply chain, involved in the order and to all applicable records.