Supplier Terms & Conditions

SUPPLIER

TERMS AND CONDITIONS

Except for those prices, quantities, payment terms, delivery schedules and other terms identified on the Purchase Order and/or unless otherwise agreed to in writing, signed by Cardinal Optics, Inc. (COI) and/or Ruda and Associates, Inc.(RAI), the Terms and Conditions specified below constitute the entire agreement, oral or written, between COI/RAI and Supplier/Vendor.  By accepting a purchase order from COI/RAI, Supplier accepts such terms and conditions and agree that COI/RAI objects to and rejects any additional or different terms in any purchase order or other communication except as specified above.  The supplier is to flow down to sub-tier suppliers the applicable requirements in the purchasing documents including any key characteristics where required.

1. Changes:

Supplier will notify RAI/COI of changes in product and/or process definition.  It is the responsibility of the supplier to give advance notice to RAI/COI of any such changes.  Where required, Supplier will obtain RAI/COI approval before continuing with processing.  If Supplier Certification or Approval changes, is lost or revoked , the Supplier will notify COI/RAI immediately.

2. Sub-Tier Suppliers:

If prime supplier subcontracts or outsources any portion of a COI/RAI contracted job, it is the responsibility of the prime supplier to give advance notice to COI/RAI. Request and Approval of the sub-tier-supplier must be in writing and agreed to by  COI/RAI.  All PO quality requirements including design key characteristics and schedule must flow down to sub-tier suppliers.  Prime supplier bears the full responsibility of ensuring all quality requirements are met.

3. First Article Inspections:

Suppliers are required to provide First Article Inspections to RAO/COI for purchased parts. 

4. Record Keeping:

Quality Records pertaining to COI/RAI purchases including Statistical Process Charts, Sampling Plans, calibration records, quality system documentation, etc. will be provided to RAI/COI upon request.  

5. Source Inspections:

RAI and COI reserve the right to conduct a source inspection, with reasonable notice, during the execution of this Purchase Order.  COI/RAI, our customer and authorities have right of access to all facilities and applicable records involved in this order.

6. On-time Delivery Performance:

When the Supplier knows that there will be a change in delivery date as agreed to on the Purchase Order, Supplier will immediately notify RAI/COI in writing (email is acceptable) and will negotiate a realistic secondary delivery date. RAI/COI will respond in writing accepting or rejecting any delivery date changes.  If Supplier fails to meet the second delivery date, RAI/COI reserves the right to cancel the order and any costs associated with the Order.  It is the responsibility of the supplier to give advance notice to RAI/COI of any changes in meeting delivery date. 

7. Shipping:

Unless otherwise specified by RAI/COI, shipments will be delivered to 1101 N. Wilmot, Suite 209, Tucson, AZ 85712.  Invoices will be mailed to 8987-309 E. Tanque Verde Rd., #105, Tucson, AZ  85749. No overnight or 2-day air shipping without prior written approval. Supplier agrees to consolidate shipments. Partial shipments are only accepted by written consent.

 8. Non-Conformance:

In the event a product fails to conform to specifications set forth in the Purchase Order, the Supplier will repair or replace the part to meet conformance.  If repair or replacement is not possible or satisfactory, the Supplier will credit RAI/COI account for the value of same.

9. Payment:

Unless otherwise specified in the Contract RAI/COI terms are NET 45 days from the date of Invoice.

10. Limitation of Actions. 

If either party seeks to bring an action against the other party for breach of this Agreement, the time limit for such action will be one year following completion of the contract.

11. General

These Terms and Conditions are intended to constitute a final and complete expression of their agreement, which cannot be modified, waived or amended without COI/RAI’s written agreement to do so.