Capitalized terms not otherwise defined herein shall have the following meanings:
- “Authorized Purchasing Representative” means the individual whose name appears on the face of the Order under “Buyer Name,” or who is otherwise designated in writing by Buyer as its authorized purchasing representative.
- Buyer” means Telecom Products Inc DBA TPI.
- “Delivery Date” means the date specified in or referenced on a Purchase Order issued by the Buyer
- “Intellectual Property” means patented and unpatented inventions and discoveries, pending patent applications, copyrighted works and copyrightable subject matter in published works and unpublished works, pending copyright registration applications, computer software, data, databases and documentation thereof, trade secrets and other confidential information, know-how and proprietary processes, business methods, formulae, designs, models, technical data and methodologies, trademarks, trade names, and other similar intangible assets.
- “Lead Time” means the period of time from when the Seller receives the purchase order from the Buyer and the completed manufacture and delivery of the Seller’s product.
- “Master Agreement” means an agreement between the Parties that provides for the Buyer to purchase Products and/or Services from the Seller through the release of Purchase Orders against that Agreement.
- “Parties” means Buyer and Seller collectively.
- “Products” means those goods, supplies, reports, computer software, data, materials, articles, items, parts, components or assemblies described in the Order.
- ”Property and Tooling” means all property and tooling (including, but not limited to, all materials, dies, jigs, tools, patterns, molds, tapes, gauges, models, equipment, fixtures, software tools and other items) whether furnished or made available by Buyer or Buyer’s customers or fabricated, acquired, or otherwise provided by Seller or its subcontractors, for the use in the performance of the Order.
- “Proprietary Information” means all information (including, but not limited to, oral, written, printed, and/or stored information) disclosed, provided, or made available by a party to the other party or otherwise received by the other party in connection with the Order, including, financial information, information regarding manufacturing processes, and product designs, specifications, and reports, in whatever form or medium disclosed, provided, made available or received, that: (1) is considered proprietary or confidential by the disclosing party; or (2) is information received from others that the
disclosing party is obligated to treat as confidential. Proprietary Information also includes memoranda, reports, analyses, extracts or notes the receiving party produces that are based on, reflect or contain any of the disclosing party’s Proprietary Information. Proprietary Information includes information that is marked as proprietary and/or confidential, as well as information that would reasonably be regarded by the receiving party to be confidential.
- “Purchase Order” means a paper or electronic document issued by Buyer to Seller to initiate the ordering of Goods or Services, including any changes, modifications, or supplements thereto. The term Purchase Order may include a Purchase Order issued against a Master Agreement.
- “Seller” means the party to whom Buyer is issuing the Order.
- “Services” means those services described in the Order, including any goods, supplies, materials, articles, items, parts, components or assemblies incidental to the performance of such services.
- “Terms and Conditions” means these Standard Purchase Order Terms and Conditions.
2. SELLER’S OBLIGATIONS
- Seller shall comply with the terms of the Order, which include, but are not limited to: use customer designated or approved external providers, prevent the use of counterfeit parts, notify TPI of nonconforming product, obtain TPI’s approval for nonconforming product disposition, notify TPI of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required, obtain TPI’s approval, and flow down to the supply chain the applicable requirements including customer requirements, records retention requirements of 7 years minimum, right of access by TPI, its customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records, ensuring that persons are aware of:
- their contribution to product or service conformity;
- their contribution to product safety;
- the importance of ethical behavior.