Terms & Conditions

Acceptance of Order

Suppliers shall be bound to this order and its terms and conditions upon acceptance of the order or when it delivers to dbSpectra any of the services ordered herein.

Cancellation

dbSpectra reserves the right to cancel the purchase order at any time. If dbSpectra cancels the order, liability shall be limited to only those components unique to our goods.

Quality and Workmanship

Quality and workmanship shall conform to DBS drawings and specifications. Certificates of conformance must be submitted if required. The supplier must have a quality system in place to assure conformance to DBS requirements.

Packaging Requirements

If the packaging requirements are not specified, it is the responsibility of the supplier to assure that the product is packaged properly and will be received at DBS’s dock free from defects associated with packaging. All packages must bear the purchase order number, the part number, and the quantity. No packaging charges shall be made to DBS unless specified on the order.

Shipping Instructions

The supplier will assure that all goods are classified to attain the lowest transportation rate. If the freight is FOB supplier, the order will indicate the specified carrier. The supplier will use specified carriers only unless otherwise agreed in writing.

Deliveries

The due date specified on the order is the on dock date. It is the responsibility of the supplier to assure the order will be delivered on time. Any goods delivered thereafter may be returned at the suppliers risk and expense unless DBS has authorized such late shipments for each instance. If shipments are delayed for any cause, supplier must report facts to purchasing prior to the order being late. No over shipments will be accepted unless approved by purchasing. Early shipments will be accepted five (5) days early within the state of Texas and ten (10) days early outside the state of Texas.

Safety Data Sheets

A printed copy of the SDS should be included with shipments containing chemicals.

Modifications, Right to Make Changes

No changes in addition to, waiver of terms, conditions, and specifications on the order shall be a binding obligation on DBS unless approved in writing. DBS, however, reserves the right at any time to make changes in any one of the following:

(A) Specifications, drawings and data incorporated in the order where the terms to be furnished are to be specifically manufactured for DBS.

(B) Method of packaging or shipment.

If any such changes cause an increase or decrease in cost of or the time of delivery, an equitable adjustment shall be made in the price or delivery, or both. Price increase or extensions of time for delivery shall not be binding on dbSpectra, (ie,DBS), unless evidenced by an order change notice issued and signed by DBS.

Applicable Law

This agreement shall in all respects be governed by and construed in accordance with the laws of Texas and the Federal Government.

Title

The title of goods described shall not pass until said goods have actually been received and accepted by DBS.

Payment

Payment by DBS shall not constitute acceptance of goods if subsequent inspection discloses defective material of workmanship or a failure to meet specifications. DBS shall not be billed at prices higher than those stated on the order unless authorized by a purchase order change notice issued and signed by DBS.

Force Majeure

In events of fire, accidents, strikes or other labor disputes, war or acts of war, acts of God, acts of any government authority, judicial action, or similar causes beyond the reasonable control of both parties, neither party shall be liable for any delay in performance or failure to perform, in whole or in part.

Confidentially/Non-Disclosure

All information obtained by either party which is identified as confidential or proprietary shall be maintained in confidence.

Verification of Purchase Product

If DBS proposes to verify purchased product at the subcontractor’s premises DBS will specify verification and the method of product release in the purchase order.

Customer Verification of Subcontracted Product

When specified in the DBS Customer Contract, the customer or the customer representative shall have the right to verify at the subcontractors premise and DBS’s premises that subcontracted product conforms to specified requirements. Such verification shall not be used by DBS as evidence of effective control of quality by the subcontractor.

Verification by the customer shall not absolve DBS of the responsibility to provide acceptable product, nor shall it preclude subsequent rejections by the customer.

Counterfeit Product Control

All DBS vendors shall have a defined counterfeit product control process and apply appropriate controls to prevent entry of counterfeit product into the supply chain. When requested by DBS, Vendor shall provide DBS with proper documentation verifying authenticity of the product. If counterfeit product is received by DBS, it is within DBS rights to withhold the material and prevent reentry of counterfeit product back into the supply chain. DBS may expect a full reimbursement for the counterfeit suspect product from the vendor and maybe disqualified from future purchases.

Environmental Compliance and Safety

The vendor shall comply with appropriate city, state and federal regulations applicable to vendor regarding necessary environmental, safety and transportation compliance, disposal or handling procedures. The vendor shall fully comply with environmental laws issued by the Department of Transportation (DOT), Texas Commission on Environmental Quality (TCEQ) and U.S. Environmental Protection Agency. Vendor personnel shall wear appropriate personal protection equipment (PPE) always while working onsite at dbSpectra. Vendors may not dispose of any waste material into any waste container, trash can, sink, drain or into the soil or parking lot while on the property of dbSpectra. If necessary dbSpectra may request evidence of insurance and permitting required to transport and dispose of any waste chemicals or materials.