Krypton Solutions: Terms & Conditions

DEFINITIONS

  1. “Buyer” shall mean Krypton Solutions, LLC
  2. “Seller” shall mean the party identified as a subcontractor, supplier, vendor, etc.

GENERAL

Workmanship

  1. Unless otherwise specified, Buyer’s manufacturing process complies with IPC-A-610, Class 2
  2. Purchase Orders will be issued and Quotations will be made within the scope of AS9100D, Aerospace and Defense Standard and ISO13485:2016 Medical Device Standard.
  3. Buyer shall monitor Sellers performance for On Time Shipments and Acceptability of Product.

ITAR CONTROL and COMPLIANCE

  1. Companies engaged in manufacturing or modification of Defense Articles or furnishing Defense Services (whether or not the Defense Articles or Services are intended for export) are required to register with the Department of State, Directorate of Defense Trade Controls (“DDTC”) in accordance with ITAR 22 C.F.R 122. If so engaged, Seller, by its offer and/or acceptance of this order, represents that it is registered with the DDTC.
  2. Proof of such registration will be promptly provided to Buyer upon request.
  3. A signed copy of Buyers ITAR Regulation & Certification Policy shall be required to be on-file from Seller when purchase orders are released with ITAR requirements.

RELEASE OF INFORMATION

  • Except as required by law, Seller shall not publish any information developed under this Contract, nor disclose, confirm, or deny any details about the existence or subject matter of this Contract, or use Buyer’s name in connection with Seller’s sales promotion or publicity without prior written approval of the Buyer.

PURCHASING

Goods & Services

  1. Seller agrees to provide the goods or services in accordance with the applicable purchase order, scope of work, manufacturer specifications and subject to these Terms and Conditions.
  2. Upon acceptance of a purchase order or shipment of Goods, Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable purchase order, RFQ or data flow down whether Seller acknowledges or otherwise signs this Agreement or the purchase order, unless Seller objects to such terms in writing prior to shipping Goods.
  3. Acceptance of our order or purchase order is acceptance of our Terms & Conditions.

Inspection and Acceptance:

  1. Buyer shall have a reasonable time after receipt of Goods or Services and before payment to inspect purchased items for conformity hereto, and Goods or Services received prior to inspection shall not be deemed accepted until Buyer has performed an adequate test to determine whether the Goods conform to the specifications as purchased.
  2. Use of sampling of the Goods or Services for testing shall not constitute an acceptance of the Goods or Services.
  3. If Goods or Services tendered do not wholly conform to the specifications as purchased, Buyer shall have the right to reject such Goods or Services.
  4. Nonconforming Goods or Services will be returned to Seller freight collect and risk of loss will pass to Seller upon Buyer’s delivery to the common carrier.
  5. Buyer reserves the right to review the processes and records associated with purchase orders at seller’s facilities with appropriate notification. This right of access extends to Buyer’s customers, applicable regulatory agencies, and any sub-tier suppliers used in the fulfillment of this order.

Communication:

  1. Any deviation from order requirements must be clearly identified, communicated and approved by an authorized Buyer’s individual prior to shipping.
  2. If any portion of the Buyer’s purchase order is outsourced or subcontracted, all applicable requirements and specifications must be communicated (including applicable key characteristics, ITAR and regulatory) to each sub-tier supplier used.
  3. Detection of a nonconforming product regarding any order (currently in work or previously shipped) must be promptly communicated to Buyer’s quality department for risk assessment.

Conformances:

  1. Seller must maintain conformance and traceability records for a period of 7 years regarding the product or service provided in regards to any order.
  2. All special processes required in an order placed by Buyer must be performed by qualified personnel and the processes validated to ensure output meets requirements. Process validation records shall be made available to Buyer upon request.
  3. Seller shall make provisions for the avoidance of supplying counterfeit electronic parts. If Buyer determines that purchased parts are suspect or counterfeit, Buyer shall immediately notify Seller to validate parts and to prevent re-entry of suspect or counterfeit parts into the supply chain. Buyer shall quarantine suspect or counterfeit parts at Buyers facility. Buyer is under no obligation to return suspect or counterfeit parts to Seller.
  4. If Seller is providing calibration services, all certificates must identify standards used and must be traceable to NIST (National Institute of Standards Technology).
  5. Sellers are not, under any circumstance, granted MRB authority to alter the product characteristics.
  6. Seller shall notify Buyer of any changes in the supply chain that may affect the quality of the product. 
  7. Seller shall notify Buyer of changes in product, processes, suppliers, facility location and/or equipment that may affect product quality.
  8. Seller shall provide Buyer with documentation (CMRT) stating compliance with the Dodd-Frank, Section 1502 regarding Conflict Minerals as requested.
  9. Seller is required to be compliant with current Ethics laws, EHS (Environmental, Health and Safety) laws, regulations and industry standards and ensure persons are aware of product and service conformity and their contribution to product safety.

CUSTOMER ORDERS

  1. New Jobs require at minimum the following data:
    • Gerbers or ODB++ Files (Preferred)
    • Fab Notes within the Gerbers or in a Separate Document
    • IPC Netlist
    • CAD Data
    • Bill of Materials
    • Test specimens if required
  2. Repeat Orders that have changes or special requirements must be specified by the customer upon release of job

QUOTES

  1. Krypton Solutions will honor quotes up to 30 days and may honor quoted price past that date in special circumstances.
  2. The below instances will allow for an increase in the quote price:
    • Requests by the customer to substitute parts or materials that is at a higher price.
    • Request for pull in of the due date
    • Unknown steps in the process not originally stated by the customer
    • Significant increase in pricing of specialized parts or services from the manufacturer, vendor or service provider
    • Change in quantity
  3. Release of a job or acceptance of our quote is acceptance of our Terms & Conditions

DELIVERY

  1. Delivery dates provided to customer will be extended past the assembly turn time, stated in the Quote in the Listed Circumstances:
    • Upon receipt of final customer supplied parts
    • Delay in receipt of any data from the customer
    • Holds placed on production by customer
    • As agreed upon between seller and purchaser
    • Actual receipt of long lead materials
  2. Delivery delays may occur if there are unknown issues/difficulties that arise due to customer design and will be communicated to the customer.
  3. Under no circumstances shall Buyers, Agents or Employees be held liable for direct or indirect damages caused by the failure of delivery in excess of the Buyers quote.

TERMS

  1. Payment Options
    • P-Card – Immediate Upon Delivery
    • Net 15 – Upon Approved Credit
    • Net 30 – Upon Approved Credit
    • Special payment options are available upon mutual agreement in writing or contract
  2. Cancellations
    An order once placed cannot be cancelled except by mutual agreement of seller and purchaser.

In the case of contracts involving more than one delivery, if default is made in payment on due date for any one delivery, the seller at his option shall be entitled to treat the contract as repudiated and or terminated by the buyer and to claim damages accordingly.  Seller shall be under no obligation to continue to produce or deliver additional product in the event of default for non payment to Krypton Solutions for prior purchase or payment due.  In the event of a cancellation or termination the purchaser shall fully indemnify seller of hard and soft costs incurred by the seller.

Customer will be responsible for any costs incurred prior to or caused by the cancellation to include Parts, Labor and Vendor fees

MISCELLANEOUS

Krypton Solutions reserves the right to modify these Terms and Conditions at any time upon written notice to purchaser. Such modifications shall be effective immediately upon posting of the modified Terms and Conditions and shall apply to the jobs not yet ordered.

These Terms constitute the entire agreement of the parties and supersede any and all prior and contemporaneous agreements of the parties relating to the subject matter. If any provision of these Terms is determined to be invalid or unenforceable, then such invalidity or unenforceability shall not have any effect on any other provision of these Terms, all of which shall remain in full force and effect.

These Terms are governed by the laws of the United States of America. The district court in Collin County, Texas has the exclusive jurisdiction regarding any and all disputes relating to these Terms.

Important Notices
KIT ADDITIONAL TERMS    Added 5/29/2014

Krypton Solutions (Krypton) provides the enclosed Kit under the following conditions: The user assumes all responsibility and liability for proper and safe handling of the goods. Further, the user indemnifies Krypton from all claims arising from the handling or use of the goods. Should this Kit not meet the specifications indicated in the Hardware Overview, the kit may be returned within 30 days from the date of delivery for a full refund. THE FOREGOING LIMITED WARRANTY IS THE EXCLUSIVE WARRANTY MADE BY SELLER TO BUYER AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT TO THE EXTENT OF THE INDEMNITY SET FORTH ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. Please read the Hardware Overview and, specifically, the Warnings and Restrictions notice in the Hardware Overview prior to handling the product. This notice contains important safety information about temperatures and voltages. No license is granted under any patent right or other intellectual property right of Krypton covering or relating to any machine, process, or combination in which such Krypton products or services might be or are used. Krypton currently deals with a variety of customers for products, and therefore our arrangement with the user is not exclusive. Krypton assumes no liability for applications assistance, customer product design, software performance, or infringement of patents or services described herein.

REGULATORY COMPLIANCE INFORMATION
As noted in the Kit Hardware Overview and/or Kit itself, this Kit and/or accompanying hardware may or may not be subject to the Federal Communications Commission (FCC) and Industry Canada (IC) rules. For Kits not subject to the above rules, this kit is intended for use for ENGINEERING DEVELOPMENT, DEMONSTRATION OR EVALUATION PURPOSES ONLY and is not considered by Krypton to be a finished end product fit for general consumer use. It generated, uses, and can radiate radio frequency energy and has not been tested for compliance with the limits of computing devices pursuant to part 15 of FCC or ICES-003 rules, which are designed to provide reasonable protection against radio frequency interference. Operation of the equipment may cause interference with radio communications, in which case the user at his own expense will be required to take whatever measures may be required to correct this interference.

Important Notice for Users of this Product in Japan

This development kit is NOT certified as Confirming to Technical Regulations of Radio Law of Japan If you use this Kit in Japan, you are required by Radio Law of Japan to follow the instructions below with respect to this Kit:

  1. Use this Kit in a shielded room or any other test facility as defined in the notification #173 issued by Ministry of Internal Affairs and Communications on March 28, 2006, based on Sub-section 1.1 of Article 6 of the Ministry’s Rule for Enforcement of Radio Law of Japan,
  2. Use this Kit only after you obtained the license of Test Radio Station as provided in Radio Law of Japan with respect to this Kit, or
  3. Use of this Kit only after you obtained the Technical Regulations Conformity Certification as provided in Radio Law of Japan with respect to this Kit. Also, please do not transfer this Kit, unless you give the same notice above to the transferee. Please note that if you could not follow the instructions above, you will be subject to penalties of Radio Law of Japan.

WARNINGS, RESTRICTIONS AND DISCLAIMERS

For Feasibility Evaluation Only, in Laboratory/Development Environments. Unless otherwise indicated, this KIT is not a finished electrical equipment and not intended for consumer use. It is intended solely for use for preliminary feasibility evaluation in laboratory/development environments by technically qualified electronics experts who are familiar with the dangers and application risks associated with handling electrical mechanical components, systems and subsystems. It should not be used as all or part of a finished end product.

Your Sole Responsibility and Risk. You acknowledge, represent and agree that:

  1. You have unique knowledge concerning Federal, State and local regulatory requirements (including but not limited to Food and Drug Administration regulations, if applicable) which relate to your products and which relate to your use (and/or that of your employees, affiliates, contractors or designees) of the Kit for evaluation, testing and other purposes.
  2. You have full and exclusive responsibility to assure the safety and compliance of your products with all such laws and other applicable regulatory requirements, and also to assure the safety of any activities to be conducted by you and/or your employees, affiliates, contractors or designees, using the Kit. Further, you are responsible to assure that any interfaces (electronic and/or mechanical) between the Kit and any human body are designed with suitable isolation and means to safely limit accessible leakage currents to minimize the risk of electrical shock hazard.
  3. You will employ reasonable safeguards to ensure that your use of the Kit will not result in any property damage, injury or death, even if the Kit should fail to perform as described or expected.
  4. You will take care of proper disposal and recycling of the Kit’s electronic components and packing materials.

It is important to operate this Kit within Krypton’s recommended specifications and environmental considerations per the Hardware Overview. Exceeding the specified Kit ratings (including but not limited to input and output voltage, current, power, and environmental ranges) may cause property damage, personal injury or death. If there are questions concerning these ratings please contact the appropriate technical support prior to connecting interface electronics including input power and intended loads. Any loads applied outside of the specified output range may result in unintended and/or inaccurate operation and/or possible permanent damage to the KIT and/or interface electronics. Please consult the Kit Hardware Overview prior to connecting any load to the KIT output. If there is uncertainty as to the load specification, please contact the appropriate technical support representative. During normal operation, some circuit components may have case temperatures greater than 60°C as long as the input and output are maintained at a normal ambient operating temperature. These components include but are not limited to linear regulators, switching transistors, pass transistors, and current sense resistors. As with all electronic evaluation tools, only qualified personnel knowledgeable in electronic measurement and diagnostics normally found in development environments should use these Kits.

Agreement to Defend, Indemnify and Hold Harmless. You agree to defend, indemnify and hold Krypton, its licensors and their representatives harmless from and against any and all claims, damages, losses, expenses, costs and liabilities (collectively, "Claims") arising out of or in connection with any use of the KIT that is not in accordance with the terms of the agreement. This obligation shall apply whether Claims arise under law of tort or contract or any other legal theory, and even if the Kit fails to perform as described or expected.

Safety-Critical or Life-Critical Applications.
If you intend to evaluate the components for possible use in safety critical applications (such as life support) where a failure of the Krypton Kit would reasonably be expected to cause severe personal injury or death, such as devices which are classified as FDA Class III or similar classification, then you must specifically notify Krypton of such intent and enter into a separate Assurance and Indemnity Agreement.