SP International began operating as a manufacturer’s representative for passive components in 1972, over forty-five years ago. Since then, through our exclusive representative agreements and manufacturing partnerships, we have grown to offer a complete range of electronic manufacturing services (EMS). What stemmed from an expertise in product sourcing, developed into the ability to offer cost saving solutions in every stage of product development, including concept design, manufacturing, and even complete turn key production. Our various EMS divisions offer OEMs the ability to lower their production costs, without jeopardizing the quality and product standards that have made them successful in their individual markets.
Our mission is to provide business solutions in any stage of product development. We feel that through sourcing, production, and innovation, SP International will be the most versatile company you do business with.
Our corporate leadership consists of over 50 years of expertise in the electronics industry. With a strong emphasis on client relations, we are the niche service oriented supplier that you can rely on. We understand the importance of having a knowledgeable person on site to assist you with any of your inquires or concerns. When you are sourcing a part we want to be the best and most versatile company you do business with.
2. Shipments shall be made to arrive no later than the required delivery date shown. Buyer reserves the right to accept or reject later shipments. If this Purchase Order calls for delivery in installments and Seller fails to deliver an installment on the designated delivery date, Buyer may decline to accept subsequent installments and terminate the balance of this Order. Packing slips, with correct Purchase Order number referenced, shall accompany all shipments. Shipments shall be routed via carrier notes. All orders shall be acknowledged promptly with a definite shipping date shown. Seller shall ensure that all items are correctly classified on the bill of lading to obtain minimum freight rates.
3. All terms of purchase shall be governed by the provisions of this Purchase Order only, notwithstanding any preprinted terms and conditions on any order acceptance, invoice, packing list or order tracking document. Any additional or different terms in any such order acceptance or other instrument or document are hereby deemed to be material alterations, and notice of objection to and rejection of them is hereby given. Notwithstanding the foregoing, any separate warranty or promise set forth in any instrument provided by Seller that provides greater warranty protection than contained herein shall be binding on Seller.
4. All Goods shall be received subject to Buyer’s inspection, testing, approval, and acceptance notwithstanding any prior payment for such Goods. Goods rejected by Buyer as non-conforming to this Purchase Order or Goods specifications, whether provided by Seller or the manufacturer, may be returned to Seller at Seller’s risk and expense and, at Buyer’s request, shall immediately be replaced, purchase price refunded or credit given, at the option of Buyer. No substitutions or changes in Goods ordered shall be permitted.
5. Seller makes the following warranties to Buyer, its affiliates and customers regarding Goods furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Goods:
Goods will not infringe any party’s intellectual property rights;
Seller has the necessary right, title, and interest to provide the Goods to Buyer, and the Goods will be free of liens and encumbrances;
Goods are genuine, new, unpulled, unprogramed, solderable, without bent or formed leads, test dots or other 3rd party markings, are contained in the original manufacturer’s packaging, marked with part number(s) as specified on this Purchase Order, and of the grade and quality specified, unless the Purchase Order expressly provides otherwise;
Goods are free from defects in workmanship and material, conform to all samples, descriptions, and specifications furnished or published by Seller or Manufacturer, and to any other agreed-to specifications, including, without limitation, compliance with substance prohibitions and restrictions set out in EU Directive 2002/95/EC, Restriction on Hazardous Substances (RoHS) and any other related, implementing laws, rules, regulations, standards and restrictions within the European Community or other countries.
Except for the warranties set forth in Sections 5 a) and b), above (IP and title etc.) and compliance with environmental regulations, all of which shall have the maximum warranty period allowed by law, the warranties herein shall extend for a period of One (1) Year from Buyer’s receipt of the Goods. If Seller breaches any of the foregoing warranties, or the Goods are otherwise defective or non-conforming, during the warranty period Seller shall, at Buyer’s option, promptly replace such Goods, refund or credit Buyer the amount paid for such Goods. Such remedies, however, shall not affect or limit Seller’s indemnification obligations set out below.
6. Except as otherwise expressly limited herein, Seller agrees to indemnify, defend and hold Buyer, its officers, directors, employees, representatives, affiliates, and its customers harmless from and against any and all claims, actions, losses, costs, damages (including reasonable attorney’s fees), penalties and fines they may suffer or incur arising from or as a result of (a) infringement of the intellectual property or proprietary rights of others; (b) personal injury or property damage caused by the Goods; (c) breach of Seller’s warranties and representations herein as relating to the Goods, including, without limitation, defects, conformance or environmental compliance.
7. This Purchase Order contains the entire understanding between Buyer and Seller with respect to the subject matter hereof and merges and supersedes all prior agreements. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. No modification or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both parties. Buyer’s rights and remedies herein are in addition to any other rights and remedies provided by law or in equity.
8. This Purchase Order is to be construed and interpreted according to the laws of the State of California, excluding its conflict of laws provisions. The federal and state courts within California and the County of Orange shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Purchase Order. The prevailing party in any legal action or arbitration brought to enforce this Purchase Order or any of its terms shall be entitled to reasonable attorney’s fees, court costs, fees and expenses.
2. Buyer shall be solely responsible for designating and identifying on its Purchase Order, by way of compliant part number, date code, or other such markings, those Goods that are to comply with the European Union’s Directive 2002/95/EC, Restriction on Use of Hazardous Substances (“RoHS”) or other environmental law and regulation. Seller will supply the exact part ordered without any inquiry whether that part does or does not so comply.
3. The terms and conditions of sale herein apply to all orders accepted by Advanced MP Technology, Inc. (‘Seller’) and shall be applicable to all Goods and Services delivered to Buyer pursuant hereto or pursuant to any other agreement which incorporates these terms and conditions. Buyer acknowledges and agrees that any terms and conditions set forth on any purchase order or other document submitted by Buyer which are different than or conflict with the terms and conditions herein are hereby rejected by Seller and are superseded by the terms and conditions herein which shall govern in all respects. Acceptance by Buyer of the Goods and Services shall be deemed conclusive acceptance of the terms and conditions herein. All orders must be approved and accepted by Seller at Seller’s place of business. Once accepted by Seller, the Buyer’s order may not be cancelled or re-scheduled.
4. Seller hereby retains a security interest in all Goods delivered hereunder, together with the proceeds from the sale or other disposition thereof, until Buyer has made payment in full for such Goods and related charges. Buyer shall, upon request of Seller, execute all documents and financing statements necessary to perfect such security interest.
5. If, in the judgment of Seller, the financial condition of Buyer at any time does not justify continuance of shipment, Seller may require full or partial payment in advance. In the event of bankruptcy, insolvency, or receivership of Buyer, or in the event any proceeding is brought by or against Buyer under the bankruptcy or insolvency laws, Seller shall be entitled to cancel any order then outstanding and Buyer shall pay reasonable cancellation charges. Each shipment shall be considered a separate and independent transaction and payment shall be made according to the designated terms upon submission of invoice.
6. All payments hereunder shall be made in United States Dollars or a mutually agreed upon in writing lawful currency.
7. It is the responsibility of Buyer, or carrier acting as Buyer’s agent, to obtain all necessary export and import licenses. Claims against Seller for shortages must be made within five (5) days after arrival of shipment.
8. Buyer shall inspect all Goods promptly upon receipt thereof and may reject any Goods that are damaged, defective, or fail in any material way to meet manufacturer’s specifications. To reject any Goods, buyer must notify Seller in writing of its rejection within seven (7) days for damaged goods and thirty-five (35) days for undamaged Goods that fail to meet manufacturer’s specifications following Buyer’s receipt of the Goods and request a Return Material Authorization (‘RMA’) number. Unless Buyer notifies Seller in writing of Buyer’s rejection and the reason therefore, the Goods shall be conclusively presumed to be accepted. Within ten (10) days after receipt of the written RMA number, Buyer shall return to Seller the rejected Goods, freight prepaid, with the RMA number displayed on the outside of the carton. Seller reserves the right to refuse to accept any rejected Goods where the RMA number is not so displayed.
9. If the Goods furnished by Seller fail to conform to this agreement, including Seller’s warranty that the Goods furnished meet manufacturer’s specifications, Seller’s sole and exclusive liability shall be, at Seller’s option, to replace such Goods, refund the purchase price, or credit Buyer’s account, provided that a) Seller is notified in writing within the time period set out above, with a detailed explanation of any alleged deficiencies, b) such Goods are returned to Seller’s facility, and c) Seller’s examination of such Goods shall disclose to Seller’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, damage in transit, mishandling, improper installation, repair or improper testing.
10. THE WARRANTIES AND REMEDIES HEREIN AS TO THE GOODS SOLD ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, WHICH ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF ALL OTHER OBLIGATIONS OR LIABILITY ON SELLER’S PART. Buyer acknowledges that Seller is acting solely as a third party distributor of the Goods purchased by Buyer and that the licensor or the manufacturer of the Goods shall be solely responsible to Buyer and third parties for all liability, claims, damages, obligations and costs and expenses related to the Goods distributed by Seller. Buyer agrees to look solely to the manufacturer for compliance with the manufacturer’s warranty. In no event shall Seller be liable for incidental, consequential, general, exemplary or special damages whether based on contract, representation, warranty or tort, arising out of or related to purchase, installation, use or performance of the Goods.
11. These terms and conditions shall be governed by and construed under the laws of the State of California, excluding its conflict of laws provisions. The federal and state courts within California and the County of Orange shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. No modification or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both parties. The prevailing party in any legal action or arbitration brought to enforce this Agreement or any of its terms and conditions shall be entitled to reasonable attorney’s fees and court costs, fees and expenses. A service charge of 1.5% per month (annual rate of 18%) shall apply to all amounts past due.