Terms and Conditions

HILLSIDE DYNAMICS, LLC 2022 COMMERCIAL TERMS AND CONDITIONS  CONDITIONS OF SALE  

1. APPLICABILITY Unless and to the extent that a separate contract executed between the procuring party (“Buyer”) and HILLSIDE DYNAMICS, LLC (“HD”) applies, any purchase order covering the sale of any parts or product will be governed solely by these Conditions of Sale, whether or not these Conditions of Sale are referenced in the Order. Except as provided in the “Buyer’s Orders” section below, all provisions on Buyers Order and all other documents submitted by Buyer are expressly rejected.  HD will not be deemed to have waived these Conditions of Sale if it fails to object to provisions submitted by Buyer. Buyer’s silence or acceptance or use of Products is acceptance of these Conditions of Sale. Any modification or addition to these Conditions of Sale must be in writing and signed by an authorized representative of Buyer and HD. HD reserves the right to reject any Order submitted for its acceptance.  
2. BUYER’S ORDERS Orders should specify: (1) Purchase Order number; (2) part number(s); (3) requested delivery dates; (4) price; (5) quantity; (6) location to which the Product is to be shipped; and (7) location to which invoices will be sent for payment. Buyer’s Orders are subject to HD’s minimum order requirements, if any, and HD’s acceptance.  HD reserves the right to limit order quantities for certain Products. HD’s order acknowledgment will not constitute acceptance.  Any additional or conflicting terms on an Order will not apply unless specifically agreed to in writing by HD.  
3. DELIVERY HD will schedule delivery in accordance with its standard lead-time unless Buyer’s Order requests a later delivery date or HD agrees in writing to an earlier delivery date.  Buyer will pay all transportation costs (including insurance and customs duties) and for any claims to be filed with the carrier.  If HD prepays transportation charges, Buyer will reimburse HD upon receipt of an invoice for those charges. Title and risk of loss or damage will pass to Buyer when HD places Product at Buyer’s disposal at HD’s facility, except that title and risk of loss or damage to all Product shipped via air freight directly to Buyers located outside of the United States of America will pass to the Buyer immediately after such time as the Products first leave the overlying airspace of the United States.  HD reserves the right to impose additional charges for any special routing, packing, labeling, handling or insurance requested by Buyer.  
4. ACCEPTANCE Products are presumed accepted unless HD receives written notice of rejection from Buyer explaining the basis for rejection within 10 calendar days after delivery and Buyer dispositions the Product to HD in accordance with HD’s written instructions.  HD will have a reasonable opportunity to repair or replace rejected Product, at its option. HD assumes shipping costs in an amount not to exceed actual reasonable direct freight charges to HD’s designated facility to return properly rejected Products. Buyer will provide copies of freight invoices to HD upon request.  Following initial delivery, the party initiating shipment will bear the risk of loss or damage to Products in transit. If HD reasonably determines that rejection was improper, Buyer will be responsible for all expenses caused by the improper rejection.  
5. PRICES AND PAYMENTS Prices for each Product are set forth in the quote given to potential Buyer or the price listed with the applicable part on HillsideDynamics.com, stated in United States currency, unless otherwise stated. HD reserves the right to correct any inaccurate invoices and to change online prices.  Payment must be received by HD before any orders are shipped from any HD facilities unless pre-existing payment options have already been agreed upon by HD and the Buyer.  Payment(s) must be made in United States currency unless HD specifically states that alternate currency is accepted or specifically requests an alternative currency and must be accompanied by remittance detail containing at a minimum the invoice number and amount paid per invoice. Payments must be in accordance with the “Remit To” field on each invoice. HD may without notice to Buyer, modify or withdraw credit terms including, but not limited to, requiring advance payment, guarantees, or other security. If Buyer is delinquent in its payment to HD, then until all delinquent amounts are paid: (1) HD will be relieved of its obligations with respect to guarantees, including without limitation, turnaround times, spares support and delivery lead times; and (2) refuse to process any credit to which Buyer may be entitled; (3) set off any credit or sum owed by HD to Buyer against any undisputed amount owed by Buyer to HD; (4) withhold future shipments to Buyer; (5) declare buyer’s performance in breach and terminate any Order; (6) repossess Products for which payment has not been made; (7) deliver future shipments on a cash-with-Order or cash-in-advance basis; (8) charge interest on delinquent amounts at a rate of 1.5% per month or the maximum rate permitted by law, if lower, for each month or part thereof; (9) charge storage or inventory carrying fees on Products; (10) recover all costs of collection including, without limitation, reasonable attorneys’ fees; (11) if Buyer is delinquent on a payment schedule, accelerate all remaining payments and declare the total outstanding balance then due and owing; or (12) combine any of the above rights and remedies as may be permitted by applicable law. The above remedies are in addition to all other remedies available at law or in equity.  
6. SET-OFF Buyer will not set off or recoup invoiced amounts or any portion thereof against sums that are due or may become due from HD, affiliates, subsidiaries or other divisions or units.  
7. PRODUCT WARRANTY “Nonconformance” means failure to comply with, or failure to operate due to noncompliance with, applicable HD drawings or having defects in workmanship or material. Normal wear and tear and the need for regular overhaul and periodic maintenance do not constitute a Nonconformance.  For the purposes of this section the term Product includes end items, including its line replaceable units and components, including those returned for exchange.  Products that are normally consumed in operation or which have a normal life inherently shorter than the foregoing warranty period including, but not limited to, consumables (e.g. flashtubes, lamps, batteries, storage capacitors) are not covered under this warranty. HD warrants that at time of shipment to Buyer its Products will comply with applicable HD drawings, and for a period of the earlier of 6 months from first use or 12 months after shipment of the Products will be free from defects in workmanship and material. These warranties run to Buyer, its successors, permitted assigns, and customers. Buyer must notify HD in writing during the warranty period of a Nonconformance and, within 30 calendar days of discovery of the Nonconformance, disposition the Product in accordance with HD’s written instructions.  HD’s obligation and Buyer’s sole remedy under this warranty is repair or replacement, at HD‟s election, of any Product Nonconformance.  All Products repaired or replaced are warranted only for the unexpired portion of the original warranty period.  HD assumes domestic U.S. roundtrip shipping costs only for Nonconforming Products to and from HD’s nearest warranty repair facility for such Products.  All domestic shipments must be shipped on HD’s preferred carrier account to qualify for covered shipping expenses.  Expenses incurred by the customer on any other accounts other than the HD shipper account will not be reimbursed by HD.  All expenses incurred for returns from international locations prior to clearing customs of the United States shall be the responsibility of the customer and are not considered reimbursable by HD. Round trip shipping costs expressly exclude freight forwarding charges, taxes, duties and tariffs. The party initiating transportation bears the risk of loss or damage to products in transit. If HD reasonably determines that a Nonconformance does not exist, then Buyer will pay all expenses related to the improper return including, but not limited to, diagnostic and shipping charges. HD will not be liable under this warranty if the Product has been exposed or subjected to any: (1) maintenance, repair, installation, handling, packaging, transportation, storage, operation or use that is improper or otherwise not in compliance with HD‟s instruction; (2) Product alteration, modification or repair by anyone other than HD or those specifically authorized by HD; (3) accident, contamination, foreign object damage, abuse, neglect or negligence after shipment to Buyer; (4) damage caused by failure of a HD-supplied product not under warranty or by any hardware or software not supplied by HD; (5) use of counterfeit or replacement parts that are neither manufactured nor approved by HD for use in HD-manufactured Products; HD has no obligation under this warranty unless Buyer maintains records that accurately document operating time, maintenance performed and the nature of the unsatisfactory condition of HD‟s Product. Upon HD‟s request, Buyer will give HD access to these records for substantiating warranty claims. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT WILL HD BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILUREOF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON HD UNLESS SET FORTH IN WRITING AND SIGNED BY HD’S AUTHORIZED REPRESENTATIVE.   
8. EXCHANGE POLICY All exchange prices are based on customer returning a repairable core with an identical part number. Units found to be economically unrepairable will be returned to the customer.  HD reserves the right to reject any returned units that were damaged from abnormal causes, such as crash, fire, submersion, unauthorized repair or excessive wear, or cannibalizations. The customer will have the opportunity to return to HD a suitable core or the core charge will apply as originally invoiced. At the time of the exchange or latter during overhaul, additional costs of any repair above normal charges which is found will be billed in addition to the exchange price. The applicable core charge will be due if an acceptable core is not received within thirty (30) days of the date of invoice. HD reserves the right to credit the core charge less a 20% late fee if an acceptable core is received more than thirty (30) days past the date of invoice.  
9. EXCUSABLE DELAY OR NONPERFORMANCE HD will not be liable to Buyer for any failure to meet its obligations due to any cause beyond its reasonable control including, but not limited to: government embargoes or any other government acts that interfere with performance; blockades; seizure or freeze of assets; delays or refusals to grant an export license or the suspension or revocation thereof; fires, floods, severe weather conditions; any other acts of God, quarantines or regional medical crisis; labor strikes or lockouts; riots, strife, insurrection, civil disobedience, armed conflict, terrorism or war, declared or not or impending threat of any of the foregoing, if reasonably expected to cause injury to people or property; and shortages or inability to obtain materials or components. The due date of any performance affected by such an event will be extended by the period of time that HD is actually delayed. If the inability to perform continues for longer than 6 months, either party may terminate the affected Order by providing written notice to the other party.  
10. CANCELLATION Buyer may cancel any Order or portion of an Order by giving HD written notice specifying the detailed reason for the cancellation only if: (1) HD fails to correct a breach of these Conditions of Sale within 90 calendar days of written notice from Buyer of the breach; or (2) any insolvency or suspension of HD’s operations or any petition filed or proceeding commenced by or against HD under any state or federal law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors.  
11. PURCHASE ORDER CANCELLATION Cancellation of an order, for any reason except those contained in the “Standard Conditions of Sale”, will be allowed only upon written approval by HD.  In the event Buyer cancels an order, HD reserves the right to invoice Buyer for costs incurred due to the cancellation up to the price of cancelled part. An order may be canceled only upon receipt of written acceptance of the cancellation fees from Buyer in the form of a purchase order in the amount of assessed cancellation fees. The minimum cancellation fee an order will be subject to is fifteen percent (15%) of the order value or $300, whichever is greater.  Cancellation must be received by HD in writing within seven calendar days following the date of Order placement by Buyer.  Failure by Buyer to cancel an Order within seven calendar days of the date of Order placement will result in HD completing the Order within the agreed upon period and Buyer assuming the obligation to pay the full amount of the invoiced price in accordance with the Conditions of Sale.  
12. DISPUTES Any dispute arising out of or relating to these Conditions of Sale, including the breach, termination or validity thereof (“Dispute”), will be finally resolved by arbitration. The arbitration will be conducted in English.  If Buyer is incorporated in the United States, a single arbitrator will apply the Center for Public Resources Institute for Dispute Resolution Rules for Non-Administered Arbitration then currently in effect to finally resolve the Dispute. The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. secs. 1-16, and judgment upon on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration will be New York City, New York.  If Buyer is not incorporated in the United States, a panel of three arbitrators will apply the International Chamber of Commerce (“ICC”) Rules for Arbitration to finally resolve the Dispute. The place of arbitration will be Brussels, Belgium.  Any award will be payable in U.S. dollars, and judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under these Conditions of Sale, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator’s determination of the merits of the controversy. If any dispute, or response to any dispute, includes an allegation that potentially concerns whether any intellectual property right owned, controlled or licensable by either party is invalid, unenforceable or infringed or misappropriated, or is otherwise limited in scope or application, then either party may, in its sole discretion, elect to have that dispute adjudicated before a court of competent jurisdiction and this section will not be binding on either party with respect to that dispute in its entirety or any related dispute, including any portions of a dispute that do not concern intellectual property rights.  
13. APPLICABLE LAW These Conditions of Sale will be governed by the laws of the State of Connecticut, U.S.A. without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, will not apply.  
14. LIMITATION OF LIABILITY IN NO EVENT WILL HD BE LIABLE FOR ANY INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INDIRECT DAMAGES, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF USE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  HD’S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS ORDER IS LIMITED TO THE ORDER PRICE FOR THE SPECIFIC PRODUCT THAT GIVES RISE TO THE CLAIM.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BY OPERATION OR LAW, OR OTHERWISE. 15. NONDISCLOSURE AND NON-USE OF HD’S CONFIDENTIAL DATA AND INFORMATION These Conditions of Sale do not supersede any confidentiality agreement executed by Buyer and HD that otherwise applies to products, services, technical data or other information delivered in connection with an Order. In the absence of such an agreement, Buyer may use HD’s confidential information only in the normal operation of HD’s Products. Further, Buyer may disclose HD‟s confidential information only on a need-to-know basis, will protect against inadvertent disclosure, and will not disclose such information to any third party without HD’s prior written consent.  
15. EXPORT HD will apply for United States Government export authorizations required for delivery of any goods, services or technical data under an Order.  Buyer will promptly provide all information required by HD to complete the authorization application. Buyer will apply for all other necessary import, export or re-export approvals. Buyer will comply with all applicable export and import control laws and regulations, including the United States Export Administration Regulation (EAR) and the United States International Traffic in Arms Regulations (ITAR), and will retain documentation evidencing of such compliance and be willing to provide this evidence at the request of HD.  Buyer is aware that U.S. export law may impose restrictions on Buyer’s use of the goods, services, or technical data, or on their transfer to third parties.  Buyer will immediately notify HD and cease distribution activities with regard to the transaction in question if Buyer knows or has a reasonable suspicion that the products, technical data, plans, or specifications may be redirected to other countries in violation of export control laws.  HD will not be liable to Buyer for any breach resulting from government actions which impact HD’s ability to perform, including but not limited to: (1) refusal to grant export or re-export license; (2) cancellation of export or re-export license; (3) any subsequent interpretation of United States export laws and regulations, after the date of HD’s acceptance of an Order, that limits or has a material adverse effect on the cost of HD’s performance under an Order; or (4) delays due to Buyer’s failure to follow applicable import, export, transfer, or re-export laws and regulations.  If Buyer designates the freight forwarder to be used for export shipments from the United States, then Buyer’s freight forwarder will export on Buyer’s behalf and Buyer will be responsible for any failure of Buyer’s freight forwarder to comply with all applicable export requirements. HD will provide Buyer’s designated freight forwarder with required commodity information.  
16. TAXES HD’s pricing excludes all taxes (including, but not limited to, sales, use, excise, value-added or other similar taxes), duties and charges (collectively, “Taxes”). Buyer will pay all Taxes resulting from an Order or HD’s performance, whether imposed, levied, collected, withheld or assessed now or later. If HD is required to impose, levy, collect, withhold or assess any Taxes on any transaction under an Order, then in addition to the purchase price, HD will invoice Buyer for the Taxes unless, at the time of Order placement, Buyer furnishes HD with an exemption certificate or other documentation sufficient to verify exemption from the Taxes.  If any Taxes are required to be withheld from amounts paid or payable to HD under an Order: (1) such withholding amount will not be deducted from the amounts due HD as originally priced; (2) Buyer will pay the Taxes on behalf of HD to the relevant taxing authority in accordance with applicable law, and (3) Buyer will forward to HD within 60 days of payment proof of Taxes paid sufficient to establish the withholding amount and the recipient. In no event will HD be liable for Taxes paid or payable by Buyer.  
17. NOTICES Every notice between the parties relating to an Order will be made in writing and, if to Buyer, to Buyer’s authorized representative or, if to HD, to HD’s authorized representative.  Notices will be deemed received when delivered either:1. Two (2) calendar days after mailing by certified mail, return receipt requested and postage prepaid; or 2. One (1) business day after deposit for next day delivery with a commercial overnight carrier provided the carrier obtains a written verification of receipt from the receiving party.  All notices must be addressed as follows: To HD:HILLSIDE DYNAMICS, LLC, LLC. Address: 2055 County Road 401 Cullman, Al 35057 To Buyer:Address: Buyer’s address on the Order or to Buyer’s purchasing representative.  
18. GENERAL PROVISIONS
Assignment.  Buyer will not assign any rights nor delegate any obligations under an Order or any portion thereof without HD’s advance, written consent which will not be unreasonably withheld. HD may assign an order in connection with the sale or transfer of all or substantially all of the assets of the business to which it pertains.  Any attempt to assign or delegate in violation of this section will be void.  
Waiver.  Failure of either party to enforce at any time any of the provisions of these Conditions of Sale will not be construed to be a continuing waiver of any provisions hereunder.  
Severability.  If any provision of these Conditions of Sale is determined to be illegal, invalid, or unenforceable by an arbitrator appointed in accordance with the Disputes section of these Conditions of Sale or court of competent jurisdiction, the remaining provisions will remain valid and enforceable and, in lieu of the illegal, invalid, or unenforceable provision, there will be added as part of these Conditions of Sale one or more provisions as similar in terms as may be legal, valid and enforceable under applicable law.   
Third Party Beneficiaries.  Except as expressly provided to the contrary in these Conditions of Sale, the provisions of these Conditions of Sale are for the benefit of the parties to these Conditions of Sale only and not for the benefit of any third party Independent Contractor.  The parties acknowledge that they are independent contractors and no other relationship, including without limitation partnership, joint venture, employment, franchise, master/servant or principal/agent is intended by these Conditions of Sale.  Neither party has the right to bind or obligate the other.  
Headings.  Headings and captions are for the convenience of reference only and do not alter the meaning or interpretation of these Conditions of Sale. Commercial Use.  Buyer represents and warrants that all purchases of Products hereunder will not be used in the performance of a contract or subcontract with any government in a manner so as to affect HD rights to data, technology, software or other intellectual property supplied by HD.  
Survival.  All rights, duties and obligations which by nature should apply beyond the term of HD‟s obligations under an Order will remain in force after the acceptance and complete performance of any Order.    
Entire Agreement.  The terms contained in these Conditions of Sale, together with General Terms section, is the entire agreement between Buyer and HD with respect to an Order and supersede any prior agreements and representations, oral or written, and all other communications between Buyer and HD relating to an Order.  
General Purchasing Terms
1. HILLSIDE DYNAMICS, LLC, LLC reserves the right to cancel the order at any time prior to acceptance by the Supplier.  
2. Supplier shall confirm acceptance of this order by return order confirmation stating the part number(s) or interchangeable part number(s), if any, and the price and expected delivery date.  In the event that the supplier is unable to meet any of the terms and conditions stated herein, including the price and/or delivery date, the Supplier is obligated to notify HD immediately and HD had the option to cancel this order. The supplier shall ensure flow of the requirements of the order to sub-tier suppliers.  
3. If Supplier fails to deliver all or part of this order in accordance with agreed terms and conditions, HD has the right to cancel this order.  The supplier is to notify HD of any changes of part-numbers including super-seeded part numbers, changes to product or change in process.  No superseded part number for goods or service is acceptable without documented evidence for direct interchangeability.  Such documentation shall accompany the shipment.  Acceptance of any part of this order shall not obligate HD to accept future non-conforming parts.  
4. The Supplier shall invoice the company subsequent to delivery.  All sums, rates and prices set forth shall be exclusive of all sales taxes.  Each invoice shall be accompanied by the documentation required to support the accuracy of the invoice.  The Supplier shall be responsible for payment of any tax, levy, charge, and contribution of whatsoever nature levied on Supplier, including, but not limited to, tax on monies received or income earned.  Where, under the provisions of any laws regulations or directives for the time being in force in the relevant country, HD is required to deduct any amount, whether as tax or howsoever called, HD shall without further assurance to the Supplier deduct the specified amount or rate from any amount payable to the Supplier. HD shall pay over or deal with any amount so deducted in accordance with the provisions of the relevant laws or regulations providing for the deductions.  Where the Supplier claims to be exempted from any statutory deductions, it shall inform HD and provide any necessary documentation to support its case, including a certificate of exemption from the relevant authority. HD may act on the information given at its discretion and shall not be liable to the Supplier or any other person or body in the event that the Company applies the statutory deduction according to the relevant laws or regulations. The Supplier shall indemnify and hold harmless HD against all levies, charges, contributions and taxes (except for Sales Taxes) and any interest or penalties thereon which may be assessed on the Goods or Services and from all costs incurred in connection therewith. If HD is required to pay to the relevant authorities any such levies, charges, contributions or taxes and any interest or penalties thereon, HD may recover from the Supplier any such sums and all costs incurred in connection therewith. The invoice shall be in one (1) original and two (2) copies and clearly state the Order number and line item number(s), part number, unit of measure and unit price to which it applies. The original and two (2) copies shall be sent with package per outlined below. One copy shall be e mailed to the correct Billing account per the Purchase Order. Invoices not conforming to the terms and conditions herein will be returned to the Supplier. Invoices must reference only one unique Purchase Order number. Unless otherwise agreed, the payment terms shall be 30 (thirty) days from the Company’s receipt of correct invoice.  
5. HD reserves the right to reject any item or services not in conformance with manufacturer’s specifications and/or the quality assurance requirements identified in this order. The Supplier must notify HD of any non-conforming product that may or has been supplied to the Company.  6. All aircraft parts and services shall be properly certified in accordance to applicable regulatory requirements and accompanied by documentation that demonstrates traceability to the manufacturer or last approved agency.  In addition, the following requirements shall be reserved for all purchase orders, which apply regardless the Supplier is directly providing these parts or services or acting as a broker or distributor: a. Used parts from organizations certified by a Civil Aviation Authority:Shall be accompanied by and Authorized Release Certificate(e.g. FAA 8130-3, EASA Form 1, TCCA Form One) that complies with the requirements from the local Civil Aviation Authority and any dual or multiple releases against any other foreign authority certification requirement requested by HD in the purchase order, including, but not limited to, FAA, EASA, TCCA, CAAC or ANAC.  All certified sub-contractors shall be subject to the same requirements and be previously approved by HD and include in the Approved Vendors list prior to sub-contracting. b. Used parts from Non-Certified organizations shall be Aviation Authority: Shall be accompanied by and Authorized Release Certificate (e.g. FAA 8130-3, EASA Form 1, TCCA Form One) that complies with the requirements from the local Civil Aviation Authority and any dual or multiple releases against any other foreign authority certification requirement requested by HD in the purchase order, including, but not limited to, FAA, EASA, TCCA, CAAC or ANAC.  All certified sub-contractors shall be subject to the same requirements and be previously approved by HD and include in the Approved Vendors list prior to sub-contracting. Used parts from Non-Certified organizations shall be accompanied by a Certificate of Conformance or equivalent document clearly describing the standards or specifications used.  
7. All ESD sensitive devices/parts/material shall have ESD caps fitted (if applicable) and be packed in an ESD anti-static shielding bag in accordance with ESD standard IEC 61340-5-1:2007.  
8. For chemical products (i.e. oil, grease, adhesive, etc.), the latest revision of the applicable Material Safety Data Sheet (MSDS) must accompany shipment.  
9. Unless the contract specifically provides otherwise, risk of loss or damage to supplies shall remain with the Supplier and shall pass to HD upon delivery to their facility.  Where carriage of the goods is the responsibility of or arranged by the Supplier, any loss, damage or breakage in transit must be made good by the Supplier without any loss to HD.  Where transport of goods if provided by HD, the Supplier shall be liable to make good on any loss or damage in transit where this is the result of inadequate or faulty packing or packaging by the Supplier. Where supplier ships goods under HD’s shipping account number and uses a shipping method that was not requested on the HD purchase order, supplier shall be responsible for making good on charges incurred by HD that are above the cost that would have been incurred using the shipping method requested on the HD purchase order.  
10. Shipping documents must contain the following information: correct delivery address, Order number, item number(s), gross, tare and net weights and measurements.  
11. The invoice must contain the following part related information: Harmonized System Classification Code (aka “HS/HTS code”), country of origin and where applicable the Export Control status in the form of an Export Control Classification Number (ECCN) proper to the Export Control Listing published by your government.   
12. The supplier will notify HD in writing if the part ordered is subject to any re-export restrictions imposed by the US government or any other government.  
13. All items must be packed in a manner that they are protected from damage.  Please enclose two (2) copies of the invoice outside and one (1) copy inside the packing case.  The packing case must be clearly marked in accordance with the shipping documents.  
14. The Supplier will indemnify HD against all loss, cost and damage, including reasonable attorney’s fees, arising out of any claim for infringement of any intellectual property rights by reason of HD’s use of the goods purchased hereunder.  
15. By acceptance of this order, the Supplier represents and warrants (a) that the title to the goods conveyed to HD shall be good and it’s transfer rightful, (b) that the goods shall be delivered free from any security interest or other lien or encumbrance, (c) that the goods shall be of merchantable quality and, if this order states any particular purpose for which the goods are to be used they shall be fit for that purpose, and (d) the goods shall be free from defects in material and workmanship.  
16. In the event of any breach by the Supplier of any provision stated herein, or in the event of the assertion by other parties of any claim or lien against the Company arising out of the Supplier’s performance under this order, the Company shall have the right to retain any payments due or to become due to the Supplier an amount sufficient to protect the Company from any loss, damage or expense therefore, until the situation has been satisfactorily remedied by the Supplier.  
17. No change or modification to this order, including additional or different terms in the Supplier’s acceptance, shall be binding to HD, unless agreed in writing and duly signed by HD’s authorized representative. In the event of any conflict between these General Terms and Conditions and any terms and conditions provided by Supplier, these General Terms and Conditions shall take precedence.  
18. The Supplier agrees that it will not divulge any information obtained from or through HD in connection with this Order to any third Party, without the written consent of HD.  
Quality Systems Requirements
1. The Seller shall have a Quality System in place to meet the intent of one of the following quality standards, but not limited to, the ASA-100, ISO 9001, or the AS9120.  
2. Seller shall maintain an effective Quality System based upon product complexity and contractual requirements.
3. Responsibility for control of quality shall be clearly designated within the Seller’s organizational structure.  The Quality System shall provide for placement and training of inspection and other personnel who have an effect upon or are responsible for determining product quality. Formal Certification of personnel for processes, materials, or other operations requiring special skills or training shall be maintained. Seller shall ensure that personnel is aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.  Seller is responsible for flow down of these requirements to subcontractors.  
4. Seller shall establish controls to prevent the use of non-certified materials when certified materials are required. Seller shall establish controls to prevent the use of suspected unapproved, unapproved, and counterfeit parts. Seller shall provide and obtain for Buyer, Buyer’s customers, and appropriate regulatory agencies access to any and all facilities, including those facilities of Seller’s subcontractors, where work on Items is being performed or is scheduled to be performed under this Purchase Order (“PO”_. Buyer shall have the right to perform in-process inspection, audits, and system surveillance at Seller and Seller’s subcontractors’ facilities as part of verification of conformance to the requirements of this PO at no cost to Buyer.  
5. Seller shall have an established method of flowing down to subcontractors all applicable quality requirements including customer requirements.  
6. Seller shall maintain complete records of all manufacturing, inspecting and testing in connection with this PO.  At Buyer’s election, such records shall be made available to the Buyer, Buyer’s Customers and/or appropriate regulatory agencies during the performance of this PO and for at least seven (7) years after completion of this PO or for longer such periods, if any, as may be specified elsewhere in this PO.  Upon Buyer’s request, Seller shall forward such records to Buyer at no cost to Buyer.  Seller is authorized to retain records of this PO or related to this PO after seven years from date of PO, or if disposing of records agrees to do so in a controlled manner, such as shredding of physical copies or complete erasure of all copies of electronic records, so as to protect the privacy of seller and buyer. Seller shall require control of quality at all points necessary to ensure conformance to this PO’s requirements, whether performed by the Seller or by Seller’s subcontractors.  
7. Seller’s documented quality system shall provide for the review of this PO to ensure that quality requirements are incorporated into manufacturing planning, and inspection and test instructions, as applicable, to assure compliance with this PO.  Unless otherwise authorized by Buyer in writing, upon request by Buyer, Seller shall provide all Seller records, reports, specifications, drawings, inspection and test results and other documentation.   
8. HD will, on an ongoing basis, monitor the performance of external providers, based on their ability to continuously provide processes or products and services in accordance with requirements. HILLSIDE DYNAMICS, LLC shall retain documented information of these activities and any necessary actions arising from ongoing performance evaluations.  
Control of Processing Nonconforming Material and Corrective Action
1. Seller shall implement and maintain a system, which provides for identification, documentation, segregation and disposition of nonconforming material and shall ensure effective, positive corrective action is taken to prevent, minimize, or eliminate nonconformance.  Seller’s system shall ensure that nonconforming material is not used for production purposes.  
2. Seller shall maintain records of all nonconforming material, dispositions, assignable causes, corrective actions, and effectiveness of corrective actions for the period specified on this PO.  
3. Seller shall evaluate each nonconformance for its potential to exist in previously produced or delivered items.  If a nonconformance exists, Seller shall notify buyer, in writing, within 24 hours.  
4. Buyer shall forward requests for corrective action, through a Supplier Corrective Action Request (“SCAR”) form if required, to Seller when unsatisfactory performance by Seller and/or any of its subcontractors is detected by Buyer.  Seller shall respond to all buyer requests for corrective action.  When requested by Buyer, Seller shall provide on Seller’s company letterhead, a response showing actions taken within their process to correct such nonconformity and action taken to preclude recurrences.  
5. If Seller does not respond to Buyer’s SCAR within 30 days of receipt of the nonconforming item(s), the Seller shall be deemed to have accepted responsibility for the identified nonconformance.  Payment under this PO may be withheld pending receipt and approval of the SCAR by HILLSIDE DYNAMICS, LLC LLC.