Team Quality Services Site

Purchase Order Terms & Conditions

These terms were last updated on November 17, 2023

1. DEFINITIONS.

1.1. “Terms” are these Purchase Order Terms and Conditions.
1.2. “Order” shall mean the Purchase Order, Work Order, Service Request, Supplier Agreement or other written communication sent by Buyer to Seller initiating the ordering of Products and/or Services, which references and incorporates these Terms. Order shall include the terms and conditions set forth on the face of the Order, together with the Terms.
1.3. “Products” shall include, without limitation, the work, materials, components, parts, or goods specified for supply on the face of the Order.
1.4. “Services” shall include the services, support, labor, work or other operations specified on the face of the Order or in documents referenced in or attached to the Order (documents referenced in or attached to the Order shall be used solely for the description of the Services).
1.5. “Buyer” shall mean the actual Team Quality Services legal entity receiving the Products or Services hereunder and could be Team Quality Services, Inc., or other affiliates and subsidiaries existing now or in the future.
1.6. “Seller” shall be defined as the entity on the face of the Order supplying Products and/or Services, its affiliates and subsidiaries and any other third party or persons acting on Seller’s behalf and shall include Indemnifying Parties as defined in Section 21. Seller shall include Seller’s employees, subcontractors or agents.
1.7. “Party” or “Parties” means Buyer and/or Seller, individually or collectively, as the context requires.
1.8. “Buyer’s Customer” shall include any individual, organization, company, or entity with which Buyer has a commercial relationship (including, but not limited to, manufacturing companies or parts suppliers).
1.9. “Buyer’s Website” means https://teamqualityservices.com (and any successor or related locations designated by Buyer), as may be updated by Buyer from time to time.

2. ACCEPTANCE.

2.1. These Terms are incorporated into the Order and shall govern the purchase of Products and Services by Buyer from Seller. The Order and all of its terms and conditions shall be deemed accepted by Seller’s commencement of work, performance of Services, engineering, design, production, manufacture or shipment of Products, or other indication of agreement, whichever occurs first (the “Acceptance Date”). This Order is limited to and expressly conditioned upon Seller’s acceptance of these Terms exclusively. This Order constitutes the entire agreement between Buyer and Seller and it specifically supersedes all prior or contemporaneous agreements, arrangements, representations and communications whether oral or written regarding its subject matter, including, without limitation, quotations, proposals, or bids, except if Buyer and Seller have expressly agreed otherwise in a mutually signed agreement.
2.2. Buyer hereby objects to any terms proposed by Seller in Seller’s quotation, acceptance or acknowledgment of Buyer’s offer which add to, vary from, or conflict with the terms of this Order and Seller agrees that such terms are null and void. Reference in the Order to any Seller prepared document does not imply acceptance of any terms and conditions therein, which, if in addition to or inconsistent with the terms and conditions contained herein, are rejected by Buyer and shall not be part of the agreement between the parties. Any such proposed terms shall not operate as a rejection of this offer but are deemed a proposal for a material alteration, and this offer shall be deemed accepted by the Seller without said additional, different or conflicting terms. If this Order is deemed under applicable law to be an acceptance of a prior offer by Seller, such acceptance is limited to and expressly conditioned on Seller’s assent to the terms contained within this Order.

3. SUPPLEMENTS TO THESE TERMS.

3.1. Seller agrees to comply with Buyer’s “Supplier Code of Conduct” which can be found online at teamqualityservices.com/suppliers.
3.2. If Order includes on-site field quality representation services to be provided by Seller, these Terms hereby incorporate by reference Buyer’s “Supplemental Terms and Conditions for Representation Service Providers” which can be found at teamqualityservices.com/suppliers.
3.3. If Order includes part inspection, containment, rework, sorting, testing, certification, qualification, or validation services to be provided by Seller, these Terms hereby incorporate by reference Buyer’s “Supplemental Terms and Conditions for Inspection Service Providers” which can be found at teamqualityservices.com/suppliers.

4. PERFORMANCE BY SELLER.

4.1. Seller shall provide the Products and/or Services as specified in the Order, in accordance with the quantities, specifications, and quality standards provided.
4.2. Seller agrees its relationship with Buyer is non-exclusive and that there is no specific quantity of Products or Services committed to by Buyer.
4.3. Any changes to the specifications or requirements must be approved by Buyer in writing.
4.4. Seller shall deliver the Products and/or Services in accordance with the delivery schedule specified in the Order. Time is of the essence. If Seller anticipates any delays, it shall promptly notify Buyer and provide a revised delivery schedule.
4.5. Buyer has the right to inspect the Products/Services upon receipt. Defective or non-conforming Products/Services may be rejected by Buyer. Rejected Products/Services shall be returned at Seller’s expense. Buyer may charge Seller for any costs incurred as a result of such rejection.
4.6. Seller acknowledges that an Order may have additional or supplemental training, certification, licensing, or insurance requirements, and that the cost of any such requirements shall be the sole responsibility of the Seller.

5. PRICE, PAYMENT, AND TAXES.

5.1. Any additional charges must be approved by Buyer in advance. The pric