Secure Components PO Terms & Conditions

1. Secure Components LLC, reserves the right to cancel this order, in part or completely at
any time.


2. Product/Material must conform to the OEM datasheet with the latest revision unless
otherwise called on in the purchase order. All product/material shall be guaranteed to fit,
form and function by vendor. Vendor be compliant and have documented Counterfeit
Avoidance and/or Risk Mitigation plan. Counterfeit parts have no value. If parts are
deemed suspect, fraudulent, or counterfeit, the vendor can choose one of the following
two options. First option; Secure Components confiscates the product/material, and all
funds associated with the transaction are credited to Secure Components within 5
business days. Second option; if the vendor's prerogative is that the parts are authentic,
then at the cost of the vendor; a mutually agreed third party test facility will objectively
test the parts. If the parts are third party tested and verified to be authentic, then the
product will be shipped back to the vendor at vendor's expense. If parts fail 3rd party
testing, Vendor agrees to reimburse Secure Components for all previous testing, shipping
& any other expenses incurred as a result of the time, effort and any business loss for not
delivering authentic product/material to the end user/customer.


3. Secure Components LLC, reserves the right to deny delivery or return product/material
if: product/material and/or documentation does not match Secure Component's purchase
order including but not limited to; condition, description, quantity, part number, date
code, shipping method, type of shipping service, and/or any other requirements indicated
in purchase order. Unless otherwise specified and called out in the purchase order, ALL
parts must be from the same lot and batch. Do not insure. Vendor is liable to pay for
any unapproved insurance.


4. All product/material are to be NEW and unused coming from an authorized source unless
stated otherwise. All other conditions must be documented at the time of quote by vendor
and noted on Secure Components purchase order. Vendor acknowledges acceptance of
purchase order and to the best of the vendor's knowledge, product/material has not been
altered, tampered with and has been stored properly since taking possession of item.


5. The seller shall maintain a method of product/material traceability as applicable. The
traceability shall clearly identify the name and location of all the supply chain
intermediaries and shall include the mfg. name of product/material or item identification
for the items and as applicable include date codes, lot codes, heat codes, serialization,
unique item identifiers, or batch identifications.


6. The FAR & DFAR clauses cited at http://www.securecomponents.com/quality_far_dfar,
when applicable by their terms, are incorporated by reference as if set forth in full text.
Full text at http://www.acquisition.gov/. These quality clauses are in addition to Secure
Components general terms and conditions and shall apply as required. Clauses may not
be applicable to specific orders due to type of subcontract. It's the Seller's obligation to
contact Secure Components regarding any confusion, ambiguity or questions the Seller
may have regarding the applicability of these FAR & DFAR clauses.


7. Vendor is to ensure that all material is sufficiently protected against damage during
shipment. This includes but is not limited to electronic and/or ESD/Moisture sensitive
devices. Products received without these precautions are subject to degradation and any
and all costs incurred will be paid by the vendor. Any merchandise received damaged or
not meeting Secure Components inspection process will be returned, at the vendor's
expense.


8. Unless otherwise stated in writing, vendor warrants merchandise against product/material
and/or electrical defects for minimum of 1 year.


9. Secure Components LLC, requests that vendor ship product/material to the address
specified within a 24 hour period, unless otherwise stated. Shipment is FOB Destination.


10. Product/Material sold by Secure Components LLC must be exported from The United
States of America in accordance with all U.S. Statutory & Regulatory laws. Any
diversion contrary to U.S. law is prohibited.


11. Secure Components LLC shall be notified in writing of any nonconforming product for
approval before shipping.


12. Vendor agrees to obtain approval in writing from Secure Components for nonconforming
product disposition.


13. Any and all changes relative to risk from changing source of supply or traceability shall
be re-approved by Secure Components in advance of the parts shipping. Vendor must
notify in writing within 5 days if change in risk associated and relative to change in
vendor's authorized re-sellers agreement which effects the status of this
order. Products/Material ordered through authorized (franchised) distribution shall be
acquired directly from OCM's or authorized suppliers. Exceptions require written
approval by SC. Vendor is required to provide their Risk Assessment for sources other
than authorized or OCM. Seller should be capable of providing traceability back to the
authorized/OEM for the products/material being purchased, including names and
addresses of all prior sources as applicable.


14. Vendor must maintain perimeter defense systems to detect intrusions IAW purchase
order specifics, statutory and regulatory requirements. Vendor must have product liability
insurance of at least one million dollars. Vendor consents to the Jurisdiction and Venue
of Montgomery Country, Pennsylvania USA. Vendor agrees to SC terms and conditions
per acceptance of the PO.


15. Vendor agrees to flow-down requirements of this PO to any sub-vendors or
subcontractors. Additional flow-downs may accompany this PO.


16. Secure Components, our customer, and/or any regulatory body has the right to visit the
vendor's facility, listed on this order, and all facilities involved with the order and to all
applicable records pertaining to the order. Vendor agrees to keep all records for ten years.
Secure Components, our customer, and/or any regulatory body has the right to verify and
inspect product as needed. Further, Secure Components, their customer, and regulatory
authorities reserve the right to access all facilities involved in the order and to all
applicable records, security audits & will mandate penalties for security violations in
accordance with statutory, regulatory and Secure Components' customer requirements.


17. Secure Components will not pay any additional charges associated with this order unless
such additional charges have been approved in advance and in writing by Secure.
Additional charges will include anything not specifically noted on this purchase order
such as credit card fees, shipping and handling. Supplier must notify Secure Components
within 24 hours of receipt of this purchase order of any additional charges.


18. The seller shall be required to comply with, and/or be certified to a QMS such as
AS9100, AS9120, ISO 9001 & a Counterfeit Avoidance Plan such as, AS5553A and/or
AS6081. Vendor is required to be compliant with the latest NIST IT Cyber Security
Framework NIST 800-53.


Export Disclosure:
Supplier must provide export status (if not submitted with quote), when applicable, of all
government licenses and clearances required for the export or other release of technology or
technical information for the deliverable; to include Export Commodity Classification Number
(ECCN) on the Commodity Classification Automated Tracking System (CCATS) form (for all
items that fall under the Department of Commerce jurisdiction) or United States Munitions List
(USML) category (for all items that fall under Department of State jurisdiction), and Schedule B
and/or Harmonized Tariff Schedule (HTS) code (for all items). Supplier must describe the
procedure and steps the supplier has taken, or is required to take, in order to obtain all necessary
Government licenses and clearance for release of the technology or technical information
embodied within the deliverable and shell specify the estimated time the Supplier anticipates will
be required to obtain such licenses and clearances. ECCN#______________________HTS# ____________________

FORM # FRM-740-001 REV. L
DO NOT ADD INSURANCE TO SECURE COMPONENT'S DELIVERIES!!!