Terms and Conditions of Sale

Quotations and Acceptance

  1. Quotations are valid for a period of sixty (60) days from the date of quotation, and represent no obligation until Smith Systems, Inc. (hereafter SSI) acknowledges the written Purchase Order.
  2. SSI’s conditions shall be binding unless and until the variation has been accepted in writing by an authorized person of SSI.

Price and Delivery

  1. Unless otherwise agreed, Delivery will be F.O.B. Origin and goods will be packed to SSI specification unless otherwise directed by Buyer. Transportation will be arranged at the request and at the expense of the Buyer. Freight Insurance will be added to the invoice and where applicable, COD charges will be included on the invoice of the goods. Any delivery period quoted (an estimate) commences from SSI’s acknowledgment of the Buyers order.
  2. SSI reserves the right to deliver in more than one lot and to invoice each lot separately unless otherwise directed by the Buyer.

Defective or damaged goods must be reported to SSI within thirty (30) days of Delivery. All goods are shipped at Buyer’s risk should they decline freight insurance and claims for goods require that the Buyer file damaged or lost in transit direct with the transportation company. All invoices include freight insurance to be paid by the Buyer unless otherwise specified.

    Retention of Ownership Provision

    1. On shipment of contract goods by SSI the Buyer acquires immediate ownership of those goods. SSI does not recognize retention of ownership by SSI itself, or in the form of expanded or extended retention of ownership by subcontractors.
    2. Risk of loss shall pass to the customer on leaving the SSI premises.


    1. Payment must be received 30 days from date of invoice, except where SSI stipulates Prepay, COD or other terms. SSI reserves the right to charge interest at 2.42% per month on any sum outstanding after the due date. In fairness to all customers, if we have not received payment on your invoice according to the terms indicated on the SSI invoice, the ship date of your next shipment will change.
    2. SSI reserves the right, among other remedies, either to cancel the contract or to suspend further deliveries under it, in the event the Buyer fails to pay for any one shipment when the payment becomes due. Should Buyers financial responsibility become unsatisfactory to SSI, COD or Prepay arrangements may be required.
    3. Any tax, duty, custom, or other fee of any nature imposed upon this transaction by any federal, state, or local government authority shall be paid by the Buyer, in addition to the price quoted or invoiced. In the event SSI is required to prepay any such tax Buyer will reimburse SSI.
    4. Unless specifically otherwise stated, all payments are to be made in United States Dollars (US$), with the payment drawn on a US Bank. All banking charges, if any, are to be paid by the Buyer.

    Technical Assistance and Data

    1. SSI reserves ownership and intellectual property rights to illustrations, drawings and computations and other documents on SSI designs. They may not be made accessible to third parties without the expressed written consent of SSI. This applies in particular to written documents designated “confidential” and/or “proprietary”. The commitment to privacy remains in effect after the purchase order has been processed. It ceases when and to the extent that the knowledge contained in the illustrations, drawings, computations and other documents have entered the public domain.


    1. SSI warrants all articles sold to be free from defects in materials and workmanship for a period of one (1) year from the date of shipment. SSI’s obligation under this warranty is limited to repair or replacement at SSI’s option of the defective part at SSI’s factory and does not extend to equipment other than of SSI’s manufacture. In no event will SSI be liable for special or consequential damages. This warranty shall not apply to any product, which has been subjected to misuse, negligence, accident, or attempted or unauthorized repair or modification. All returned shipments must be factory authorized prior to shipment and shipment must be at Buyers expense.
    2. Buyer warrants that the designs and specifications furnished by it to SSI will not infringe any patent, trademark, or copyright with respect to the manufacture and sale of the resulting product.
    3. All returned materials must have a Returned Authorization (RMA) number issued by SSI. Returned materials for Quality Complaints will be evaluated by the quality department and a credit issued or part replaced when the complaint is approved.


    1. Buyer may, at any time, by written change order, request changes in the drawing, design, specifications, method of shipment or packing, or time or place of delivery of Goods. If any such change causes an increase or decrease in the cost of, or the time required for, performance of the order, an equitable adjustment shall be made in the contract price for delivery dates or both and the order shall be modified in writing accordingly. No change order will be binding unless issued by an authorized representative of the Buyers purchasing office and accepted by an authorized representative of SSI.
    2. Customer specific products may not be returned except for Quality Complaints or SSI error.
    3. For all Customer Specific Products, Cancellation charges and/or inventory carrying costs may be imposed for products when orders are canceled or modified within eight weeks of the scheduled ship date.


    1. If the Buyer commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation, SSI may without prejudice to any rights which may have or may in the future accrue, terminate the contract summarily by notice in writing.

    Complete Agreement

    1. This agreement constitutes the entire contract of sale and purchase of the product herein named. It is not assignable by Buyer without the written consent of SSI. No modification of this contract shall be of any force or effect unless in writing signed by the parties and no modification shall be effected by the acknowledgment on acceptance of the purchase order forms containing different terms or conditions.

    Applicable Law

    1. The validity, performance, and construction of this order shall be governed by the laws of the State of North Carolina and the Buyer further submits itself to the jurisdiction of said courts in the event SSI elects to institute any action in said courts.

    Inspection by Buyer, Buyer’s Customers and Regulatory Agencies

    1. SSI shall permit access to all of its facility related to the Order and all applicable quality records related to the Order by Buyer, all regulatory authorities and Buyer’s customers.


    1. If individual provisions in these Terms and Conditions of Sale or a provision in other agreements are or become void, the legal effectiveness of all other provisions and agreements are not thereby affected.

    Export Control

    1. Buyer acknowledges that the Products are subject to applicable United States export control laws and regulations, including the Export Administration Regulations. Buyer shall ensure that the export of Products from the Unites States, the re-export of Products from one foreign destination to another, or the disclosure of related technical data about the Products to a foreign national shall in all respects comply with applicable Unites States export laws and regulations, including without limitation thereto, applicable prior licensing requirements. Buyer shall not sell, transfer, or convey any of the Products or related technical data to any country or person then under any embargo or trading restrictions of the United States. Notwithstanding anything to the contrary under the Product order, sales agreement, or other agreement between Smith Systems® and Buyer, Smith Systems® shall have no obligation for any warranty, maintenance, repair, replacement or other post-sale action in the event of any Buyer breach of this paragraph.

    Acceptance of these terms and conditions is evidenced by receipt of product and/or payment of invoice.

    June 12, 2012

    Purchase Order Terms & Conditions


    1. This order is to be construed according to the laws of the state from which this order issues as shown by the buyer, which is printed on the face of this order. This order is nonassignable by seller.


    1. Except with respect to defaults or subcontractors, seller shall not be liable for delays, or defaults in deliveries due to causes beyond its control and without its fault or negligence. If at any time seller has reason to believe that deliveries will not be made as scheduled, 20 days prior written notice setting forth the cause of the anticipated delay will be given immediately to the buyer. If in order to comply with Purchaser’s required delivery date it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller the necessity for such rerouting or expedited handling has been caused by Purchaser.


    1. Buyer reserves the right to cancel all or any part of the work covered by this order if seller does not make deliveries as specified in the schedules or so fails to make progress as to endanger performance of the work and does not correct such failure within 10 days after receipt of written notice from buyer specifying such failure, or if seller breaches any of the terms thereof including the warranties of the seller.


    1. All materials shall be received subject to buyer’s inspection and rejection. Supplier shall maintain a quality assurance system which will assure delivery of the materials meeting the requirements of our specifications. It is the responsibility of the tier 1 supplier to cascade all necessary requirements to tier 2 and tier 3 suppliers. Defective material or material not in accordance with buyer’s specifications will be held for seller’s inspection and at seller’s risk and will be (if necessary) returned at seller’s expense. Seller shall not replace items returned as defective unless so directed by buyer in writing. Payment of material on this order prior to inspection shall not constitute an acceptance thereof, nor will acceptance remove seller’s responsibility for latent defects.

    Supplier Inspection:

    1. Smith Systems, Inc. reserves the right to enter the supplier’s premises at reasonable times to inspect and verify purchased products. Smith Systems, Inc. requires right of access for its Customers and Regulatory Authorities to perform on site inspections of its material suppliers, including all applicable records pertaining to the order. Based on customer notification of needs and right to access, Smith Systems, Inc. will coordinate a mutually agreeable schedule. Smith Systems, Inc. shall have the option of being present during the audit and shall be entitled to a copy of the completed audit.


    1. In addition to any warranty implied in fact or law, seller expressly warrants all items covered by this purchase order to be in accordance with buyer’s specifications, to be merchantable, to be free from defects of material or workmanship and to be fit for the purpose for which purchased. Such warranties together with all other service warranties of seller shall run in favor of buyer and its customer. No warranty shall be deemed to have been waived by reason of buyer’s receipt of or payment for goods or services.

    Over Shipments:

    1. Over shipments not in excess of 5% or $25.00 whichever is smaller are authorized unless otherwise stated.


    1. Time is of the essence, delivery must be effected within the time stated on the purchase order and shall not be made later or substantially earlier than the dates shown. If items are delivered substantially in advance of scheduled delivery dates, buyer may return them at seller’s expense. Unless failure to meet delivery dates is due to causes beyond seller’s control, buyer may terminate this purchase order without liability to buyer and may purchase elsewhere and charge seller with any loss incurred thereby.

    Specification Changes:

    1. Buyer reserves the right at any time to make changes in drawings and specifications as to any material and or work covered by this order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted and the order and/or schedule shall be modified in writing accordingly.


    1. If the supplier finds the need to make changes to the product and/or process, they must submit a change request and obtain SSI approval before supplying changed product/process to SSI.

    Packing, Shipping, & Insurance:

    1. No charges will be allowed for boxing, wrapping or cartage unless so specified in this purchase order. Seller shall pack or otherwise prepare all articles for shipment so as to secure the lowest transportation rates consistent with timely delivery, meet carrier’s requirements and safeguard against damage from weather and transportation. Seller shall protect all external threads, splines or serrations and wrap or otherwise protect all parts so as to avoid damage in transit. Seller shall mark the purchase order number on each container and enclose a packing slip with the purchase order marked in each container. Seller shall provide a certificate of compliance (when applicable) with each shipment made against the order. On the date shipment is made, seller shall mail to buyer invoices, shipping documents and copy of packing slip. All documents must show the purchase order number.

    X* Components:

    1. Any X* component that is delivered late or unacceptable, will incur a late fee passed down from the customer.

    Missing Paperwork & required Documents:

    1. Smith Systems reserves the right to charge a $25 fee for any missing paperwork or required documents.

    Conflict Minerals:

    1. Seller warrants that, to its knowledge, no tantalum, tin, tungsten and/or gold (“Conflict Minerals”), contained in any good subject to this order, originated from the Democratic Republic of the Congo or an adjoining country, unless the Conflict Minerals were processed by a facility listed as compliant pursuant to the CFSI Conflict-Free Smelter Program. Seller agrees to communicate to its sub-suppliers its own commitment to responsible sourcing and legal compliance. Seller agrees to cooperate and work with its sub-suppliers in an attempt to ensure traceability of Conflict Minerals at least to smelter or refiner level, to maintain and record all Conflict Minerals traceability documentation for five years, and to provide such documentation to Purchaser upon request.