Privacy & Terms

Supplier's Terms and Conditions

A. Immediate return of signed acknowledgment copy is required.
B. A certificate of compliance (COC) must accompany every shipment.
C. No deviation in price, quantity or delivery schedule is permitted without the written approval of the purchasing department.
D. If this order lists a government contract number, such contract number must appear on all copies of the invoice.
E. The general terms and conditions listed below are a part of the order to which the vendor/SELLER agrees by acceptance of the order, all of which shall be deemed fully incorporated and made a part of the order.
F. If this order is issued under a U.S. Government prime or subcontract the clauses (as appropriate) contained in Marvin Test Solutions, Inc. FAR/DFAR Supplement apply.
G. Certified for national defense under DMS reg. No. 1. If a priority rating symbol is indicated, the vendor/SELLER is required to follow the provisions of reg. 1 and of all other applicable regulations and orders of BDSA in obtaining controlled materials and other products and materials needed to fill this order.
  1. BUYER: Marvin Test Solutions, Inc.
  2. BUYER’S AUTHORIZED PURCHASING REPRESENTATIVE: The person authorized by BUYER’s procurement organization to administer and/or execute the Order.
  3. DATA: All financial/business information, designs, dimensions, specifications, drawings, patterns, know how, or other information concerning methods, manufacturing processes, equipment, gauges and tools used in the design and manufacture of Products. Data may be recorded in a written or printed document, computer or electronically stored, software, or any other tangible form of expression.
  4. DFARS: Defense Federal Acquisition Regulation Supplement
  5. FAR: Federal Acquisition Regulation
  6. ORDER: The Purchase Order and all referenced documents.
  7. PARTIES: BUYER and SELLER collectively.
  8. PRIME CONTRACT: Contracting issued to BUYER or BUYER’s higher tier customer by the U.S. Government for the acquisition of Products.
  9. PRODUCTS: Those goods, supplies, reports, computer software, data, materials, articles, items, parts, components or assemblies, and any incidental services described in the Order.
  10. PROPRIETARY INFORMATION: Data or other information that is identified in writing at the time of disclosure as proprietary and marked with an appropriate legend, marking or stamp identifying the Data as Proprietary to the party disclosing the information, and includes any information marked with a restrictive legend as prescribed in DFARS 252.227‐7013 or 252.227‐7014 or in FAR 52.227‐14.
  11. SELLER: The party with whom BUYER is contracting.
  12. WORK: Means all required labor, articles, materials, supplies, goods, and services constituting the subject matter of this Contract.
ACCEPTANCE. This Order is BUYER’s offer to SELLER. The order becomes a binding contract subject to these terms and conditions when accepted by either acknowledgement by SELLER or commenced of performance. Commencement of performance is an unconditional acceptance of these terms and conditions. No change, modification or revision of this order shall be valid unless in writing and signed by BUYER’ Purchasing Agent. In case of any conflicts between the terms specified in the Purchase Order and the terms and conditions set forth below, the terms listed in the Purchase Order shall control. The paragraph headings used in the Contract are inserted for convenience of the parties and shall not define, limit, or describe the scope or intent of the provisions of this Contract.
ORDER OF PRECEDENCE. In the event of any inconsistency or conflict between or among the provisions of this Purchase Order, the inconsistency shall be resolved by giving precedence in the following order: a) Change Order Document, b) Purchase Order Document, c) Purchase Order Terms and Conditions, d) FAR/DFARS Clauses, e) Statement of Work, f) Specification/Drawing, g) Product Assurance Provisions, h) Other Referenced Documents.
  1. For build‐to‐print and build‐to‐specification transactions title to Products, whether work‐in‐progress or finished, shall always belong to BUYER.
  2. For all other products, title shall pass to BUYER upon acceptance at BUYER’s facility (except as otherwise specified within this Order).
  1. Timely performance is a major condition of this order and the Parties expressly agree that time is and shall remain a material element of this Order. All deliveries shall be strictly in accordance with the quantities and schedules set forth in this Order.
  2. All deliveries, unless otherwise specified in the Order, shall be FOB Destination (DAP Incoterms 2010) to BUYER’s facility located at 1770 Kettering, Irvine, CA, 92614 USA. Titled and risk of loss shall remain with SELLER until receipt at BUYER’s facility
  3. If samples are required by this order that have been processed or fabricated by means of the production quantity tooling and process methods, SELLER shall not forward quantity shipments until BUYER has approved, in writing.
  4. BUYER reserves the right to return over shipments and/or early shipments at SELLER’s expense. SELLER shall be liable for all storage/handling charges incurred as a result of over shipments and/or early shipments. .
  5. No acts of BUYER, including without limitation, modifications to this Order or acceptance of late deliveries, shall constitute a waiver of this provision
  6. If SELLER cannot meet the delivery schedule, SELLER shall immediately notify BUYER of the reason and estimated length of the delay. SELLER shall make every effort to avoid or minimize the delay including the use of premium time and the most expeditious transportation. Any additional cost caused by these requirements shall be borne by SELLER.
  7. If SELLER is delinquent in deliveries, or it is reasonably determined by BUYER that SELLER will be so delinquent, or is delaying correction of previously rejected items, as to affect or reasonably threatens to affect BUYER’ commitments to its customers, BUYER may upon written notice require SELLER to submit acceptable supplies within 10 days from the date of such notice. Failure to comply shall constitute a default of order by SELLER
  8. If SELLER is unable to meet the required delivery schedules for any reason, BUYER shall have the option to: (i) Terminate the Order; (ii) Fill such Order or any portion thereof, from sources other than SELLER and to reduce SELLER’s Order quantities accordingly at no increase in unit price and without any penalty to BUYER; or (iii) Accept late delivery and recover from SELLER any costs BUYER incurs caused by the late delivery.
    (This condition shall not limit BUYER’s rights under the default clause contained herein.)
  9. If SELLER is permitted to use terms other than FOB Destination (DAP Incoterms 2010), SELLER shall provide the name and contact information for all freight forwarders, carriers or cartage agents expected to be used not later than 10 days after acceptance of the order. BUYER retains the right to deny SELLER’s use of SELLER proposed freight forwarders, carriers or cartage agents within 30 days of SELLER notification. SELLER shall ensure that BUYER’s purchase does not transit through one of the Proscribed Countries listed in the U.S. International Traffic in Arms Regulations, 22 CFR 126.1.
EXCUSABLE DELAYS. Neither party shall be liable for damages for delay in delivery due to causes beyond its control or without its fault or negligence. Such causes including without limitation, acts of God, acts a public enemy, acts of the government, fires, floods, epidemics, quarantine, restrictions, strikes except those of SELLER’s employees, freight embargoes, earthquakes and unusually severe weather. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of causes beyond the control of both the SELLER and its subcontractor, and without the fault or negligence of either, the SELLER shall not be liable for any excess cost of BUYER for its failure to perform unless the supplies and services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the SELLER to meet the required delivery schedule. SELLER will notify BUYER in writing of such causes within 10 days after SELLER first learns of same.
INVOICE AND FREIGHT BILL. SELLER shall submit a separate invoice for each shipment and shall include the following information taken from BUYER’s Order: (a) Order number; (b) item number; (c) part serial number (if serialized); (d) part number; (e) unit of measure; (f) unit price; and (g) unit Export Control Classification Number (ECCN) or International Traffic in Arms Regulations (ITAR) designation. Further, SELLER’s invoice shall also include: (h) SELLER’s phone number and address; (i) invoice number; (j) date prepared; (k) item quantity; (l) extended item price; and (m) total invoice value. If SELLER’s “remit to” address is different than the address indicated on the Order, clearly identify the “remit to” address on the invoice. No invoice shall be issued prior to shipment of Products. SELLER shall also provide documentation to support its invoice as BUYER may reasonably require. For each shipment made at BUYER’s expense (i.e., FOB Origin if specified on the face of this order), SELLER shall include a copy of the freight bill (which shall include the weight of items shipped) with each invoice. BUYER reserves the right to reject and return invoices failing to comply with these instructions for re‐submittal of a correct invoice.
PAYMENT. BUYER shall make payment forty‐five (45) days calculated from: (a) the date of BUYER’s receipt of acceptable Products, (b) the delivery date specified in the order, or (3) a correct invoice, whichever is later. Unless freight and other charges are itemized, any discount will be taken on the full amount invoiced. Payment shall not constitute acceptance of Products. Any amounts owing to BUYER by SELLER may be set off against amounts otherwise due to SELLER under this Order.
PACKING AND SHIPPING. No charges shall be made for transportation, handling, boxing or packing or for the materials used in connection therewith unless stated in this order. Supplies shall be packed to secure lowest transportation costs and to comply with carrier regulations. All shipments must be packed in a manner that will provide for efficient handling and prevent damage to the supplies in shipment and in storage including without limitation protection against atmospheric deterioration and fungus growth. Damages to any supplies resulting from improper packing will be charged to SELLER.
  1. SELLER shall provide and maintain a quality control system to an industry recognized quality standard and in compliance with any other specific quality requirements identified in this contract.
  2. Records of all quality control inspection work by SELLER shall be kept complete and available to Marvin Test Solutions and its customers.
  3. Unless otherwise specified to the contrary in this purchase order SELLER may use statistical techniques for product acceptance and related instructions for acceptance.
  4. MTS evaluates SELLER’s performance and maintains records of SELLER’s performance used in the sourcing of future requirements. In this regard, (unless otherwise stated in the order) delivery is considered to be on time if received no earlier than seven (7) calendar days before or later than three (3) calendar days after the on-dock date specified in the order.
  1. SELLER shall test, inspect and verify that all products, processes and services meet the requirements of this purchase order.
  2. All supplies will be subject to final inspection and acceptance at destination notwithstanding prior payment or inspection and/or testing at the source by the BUYER, BUYER’s customer or (if appropriate) the Government.
  3. Rejected supplies shall be returned at SELLER’s expense and no replacement of such defective supplies shall be made unless specified by BUYER. BUYER reserves the right for full reimbursement of all rejected defective supplies or, a BUYER’s option, for replacement or correction; in either event the BUYER shall be entitled to reimbursement for all expenses incurred by BUYER. If SELLER fails to promptly replace and/or correct rejected supplies to BUYER’s satisfaction, BUYER may purchase or otherwise replace or correct such supplies and SELLER shall be liable to BUYER for any excess costs incurred thereby.
RIGHT OF ACCESS. BUYER as well as its customer and regulatory authorities shall have the right of access to all applicable areas of SELLER’s facilities and the facilities of SELLER’s suppliers/subcontractors, at any level of the supply chain, involved in this order and to all applicable records involving quality assurance. BUYER will provide SELLER reasonable notice of any such inspection and identify the purpose(s) of the inspection, verification or validation to be performed.