Standard Terms & Conditions

Standard Terms & Conditions

for Gemini Electronic Components Inc.

Gemini Electronic Components Inc. Terms and Conditions of Purchase (hereinafter referred to as "Conditions”) shall act as a binding agreement between the purchaser; Gemini Electronic Components Inc. (GEC), a Corporation with its principle place of business located at 420 Columbus Avenue, Valhalla, New York 10595 and the “Seller" of these Conditions.  For the consideration stated herein, GEC and the Seller may be referred to herein collectively as "Party" and/or as "Parties."

  1. Acceptance of Purchase Order Requirements – In consideration of the Conditions of this agreement the Seller agrees to furnish and deliver to GEC, all products, materials and/or services (hereinafter referred to as "Goods), in accordance with the requirements set forth in a submitted GEC Purchase Order (PO) issued under this agreement.  Upon acceptance of a PO, Seller shall be bound by the provisions of these Conditions; including all provisions set forth on the face of any applicable PO, unless Seller objects to such Conditions in writing prior to the shipment of Goods. Failure to obtain GEC prior written approval constitutes a material breach under the terms of this agreement. These Conditions may not be added to, modified, superseded or otherwise altered, except in writing by an authorized GEC Representative. Any of the following acts by the Seller shall constitute acceptance and understanding of these Conditions and the terms of the PO:
    • Signing and returning a copy of these Conditions;
    • Signing and returning a copy of the purchase order;
    • Full or partial shipment or delivery of any Goods referenced on the purchase order; and/or
    • Return of Seller's own form of order acknowledgment.
  2. Guarantee of Goods Source Requirements – Seller shall ensure that only new and authentic Goods are delivered to GEC and shall endeavor to first purchase parts directly from the Original Component Manufacturer (OCM) or OCM Authorized Distributors.  The supply of Goods that will not be provided by these Sources is not authorized unless first approved in writing by GEC.
  3. Quality Management System – Seller warrant that it has or shall maintain a Quality Management System that complies with SAE International, AS9120 Quality Management Systems – Requirements for Aviation, Space and Defense Distributors, ISO 9001, Quality Management System Requirements and/or other reputable Industry Recognized Quality Management System (QMS).  
  4. Notification of Changes – Seller warrant that upon acceptance of these Conditions, Seller shall immediately notify GEC in writing or within the allotted time of any of the following occurrences or events that may affect Goods which could be or will be shipping to GEC:
    • Sellers shall notify GEC within 24 hours of discovery of any occurrence or event that may prevent or hinder Goods from being received in by GEC in accordance with GEC’s delivery schedule or dock dates,
    • Sellers shall notify and obtain GEC’s approval for any disposition of nonconforming product that will be shipped to GEC before the Goods are shipped,
    • Sellers that discover that there is a possibly that nonconforming product or suspected nonconforming product has been shipped to GEC shall notify GEC within 24 hours of discovery,
    • In the event that the Seller’s original Source of the product has changed or there has been a subsequent change in product the Seller shall notify GEC within 24 hours of discovery,
    • Sellers that has obtained a QMS certification or registration, shall notify GEC within 5 days of receiving notification from a Certification Body (CB) that the Seller may lose its registration status or are put on notice of losing its status,
    • Sellers that have obtained a QMS certification or registration, shall notify GEC within 5 days of any change in CB’s.
    • In the event that there will be a change in the Seller’s process, a change in the product’s manufacturing location or a change in the Seller’s QMS that may affect the product’s intended form, fit or function the Seller shall notify GEC 30 days prior to any changes taking place.
  5. Supply Chain Traceability – The Seller shall maintain a method of Goods traceability that ensures tracking of the Goods throughout the supply chain back to the OCM for all Goods supplied under these Conditions.  Such traceability shall clearly identify the name and location of the OCM and all Supply Chain Intermediaries up to and including GEC and shall include OCM identification data such as date codes, lot codes, serial numbers and/or other identifications.  This traceability requirement applies to all Goods supplied under these Conditions.  Whenever traceability is unavailable or cannot be provided, the Seller shall notify and obtain GEC’s approval in writing before Goods are shipped.
  6. Seller Competence – Seller warrant that is possesses the required facilities and/or infrastructure necessary to process and provide Goods supplied under these Conditions in a safe and responsible manner.  Seller further warrants that all Personnel, including Subcontractors, are qualified and possessed of the appropriate level of competence based on the skills, knowledge and/or expertise necessary to process and provide Goods supplied under these Conditions.  Whenever specific Personnel qualification requirements are referenced on a GEC PO, Seller warrants that only qualified or as required certified Personnel, including Subcontractors, will be used to fulfill the requirements of the order as it relates to the verification, validation and/or testing of supplied Goods.  
  7. Certificates of Conformity – When appropriate and available, the Seller warrant to approve, retain, and provide copies of Manufacturer Certificates of Conformance (CoC) with each shipment of Goods to GEC.  When a Manufacturer CoC is required it shall at minimum, include the following:
    • Manufacturer's name and address,
    • Immediate Customer name and address,
    • Manufacturer's and/or Customer’s material part number,
    • Material batch identification i.e. date code, lot code, serial number and/or etc.,
    • Original quantity of devices in shipment from Manufacturer,
    • Latest material verification and/or inspection date, if applicable,
    • Statement certifying material conformance and traceability, as applicable,
    • Signature or stamp of Manufacturer’s Representative signing the certificate.
    • The Seller warrant to approve, retain, and provide copies of Seller’s CoC with each shipment of Goods to GEC.  The Seller’s CoC shall state that the Goods supplied have been sourced, procured and processed in accordance with these Conditions and the terms of the PO and include as a minimum the following:
      • Seller’s name and address,
      • GEC’s name, address and reference to GEC’s purchase order number,
      • Name of the Original Component Manufacturer,
      • Manufacturer, Seller’s and/or GEC material part number and description,
      • Quantity of devices supplied in shipment from Seller,
      • Material batch identification i.e. date code, lot code, serial number and/or etc.,
      • Latest material verification and/or inspection date, as applicable and when available,
      • Statement certifying material conformance and traceability to Manufacturer, as applicable,
      • Signature and date of transaction, signed by an authorized Seller’s Representative.
  8. Delivery of Goods – Delivery of Goods shall be made in the quantities and at the times specified by the purchase order required delivery dates.  GEC shall have no liability to pay for Goods delivered in excess of the quantities specified by the purchase order.  In the event that the Seller fails to deliver the Goods within the time specified, GEC may at its option decline to accept the Goods and terminate the agreement.
  9. Goods Batch Requirements – Seller warrant that all Goods supplied under these Conditions and the terms of the PO shall be from a single batch identified by the same date and/or lot codes, unless otherwise agreed upon in writing by GEC prior to the shipment of Goods.
  10. Packaging Requirements – Sellers providing Goods shall package Goods in accordance with the OCM recommended packaging requirements. All ESD Sensitive devices must be packaged to prevent electro static discharge damage and/or damage from moisture. Seller shall package all items in suitable containers to permit safe transportation and handling. GEC’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets and/or bills of lading.
  11. Payment – GEC shall pay the Seller the agreed upon amount specified in the applicable purchase order; payment shall not constitute GEC’s acceptance of Goods.  Seller shall invoice GEC for all Goods delivered within twenty (20) days of Goods delivery and must reference the applicable purchase order number.  Unless otherwise stated, agreed upon and specified on the face of a purchase order, GEC shall pay the invoiced amount within forty-five (45) days after receipt of a correct invoice.
  12. Warranties – Seller warrants that all Goods provided will be new, unused and not refurbished. Refurbished parts, reprogrammed parts or parts with bent, formed or oxidized leads, test dots, or test markings will be rejected. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications of “fit, form, and function” for a period of ninety (90) days from the date of delivery to GEC or for the period provided in Seller's standard warranty covering the Goods, whichever is longer.

    All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to GEC Seller's standard warranty and service guaranty applicable to the Goods. If GEC identifies a nonconformance with the Goods during the warranty period, GEC will promptly notify the Seller of the nonconformance and reserves the right to return the Goods to the Seller, at the Seller’s expense.  At GEC’s option, the Seller shall either replace the Goods or credit GEC’s account for the purchased amount of the Goods.
  13. Goods Inspection – GEC shall have a reasonable amount of time after receipt of Goods and before payment to inspect Goods for conformity to the OCM and/or GEC specifications.  Goods received prior to inspection shall not be deemed accepted until GEC has determined whether the Goods conform to all applicable specifications. 

    Any Goods shipped to or on behalf of GEC that is confirmed to be counterfeit will be subject to seizure and destruction by GEC or a Designated Third Party; including Independent Testing Facilities, Federal or State Authorities. GEC defines counterfeit as substituted or unauthorized copies of product that has been confirmed to be a copy, imitation, or substitute that has been represented, identified, marked as genuine and/or altered with the intent to mislead, deceive, or defraud by a Source without the legal right to do so.

    By acceptance of these Conditions and the terms of the purchase order, the Seller of counterfeit or misrepresented Goods agrees to reimburse GEC for the full purchase price of Goods, as well as any related shipping, testing and/or destruction expenses. The Seller also agrees to be held solely liable for any personal injuries, loss of business or other legal expenses stemming from the sale, transfer or use of counterfeit or misrepresented Goods, either knowingly or unknowingly.
  14. Product Impoundment and Financial Responsibility – GEC shall have the right to permanently impound Goods determined, in its sole estimation and discretion, to be confirmed counterfeit.  GEC shall not be held liable for payment to Seller of the price of any Goods permanently impounded.  GEC shall not be under obligation to return such Goods to the Seller and may request proof of Financial Responsibility, such as a certificate of insurance for product liability or other evidence of professional liability.  When required the Seller shall promptly replace Goods with Goods deemed acceptable to GEC. 

    The Seller shall be held liable for all costs relating to the impoundment, removal and/or replacement of Goods.  Upon receipt of confirmed counterfeit Goods, Goods with be reported and maybe turned over to the appropriate Government Authorities having jurisdiction such as the Office of Inspector General, Defense Criminal Investigative Service, Federal Bureau of Investigation or etc. for further investigation.

    The Seller warrant that counterfeit or misrepresented Goods have no value and GEC reserves the right to withhold payment for any such Goods.  Any warranties provisions contained in the Seller’s Terms and Conditions will be declared null and void if it is later determined that counterfeit or misrepresented Goods were received by GEC.
  15. Right of Access – By acceptance of a PO the Seller warrants that GEC, GEC’s Customers and/or other Regulatory Authorities shall have the right to access Sellers facilities and audit Sellers’s records pertaining to Goods supplied under these Conditions.  Evidence of records required to prove conformance to these Conditions and the terms of the PO shall be maintained for a minimum of 10 years from the date that Goods ship to GEC.
  16. Flow Down Requirements – When appropriate, the Seller warrant that it shall flow down all applicable GEC, Customer and/or Government contract requirements to Sub-Tier Suppliers that are identified on the face of the purchase order.
  17. Governing Law – This order and the performance by Seller and Buyer of the provisions hereof shall be governed by and brought in the courts of the County of Westchester, State of New York, United States.
  18. Entire Agreement – This Agreement is the complete, final and exclusive statement of the terms of the Agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and Agreements, whether oral or written, between them relating to the subject matter hereof. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment or other document submitted by Seller.
  19. Counterfeit Prevention Flow down 
    • Definitions for purposes of this Contract:     
      • “Counterfeit Part” is one that is (1) an unauthorized copy or substitute that has been identified, marked, and/or altered by a source other than the item’s legally authorized source and has been misrepresented to be an authorized item of the legally authorized source and/or (2) previously used parts provided as “new.”  A part is a “suspect counterfeit electronic part” if visual inspection, testing, or other information provide reason to believe that the part may be a counterfeit part.
      • As used herein, “authentic” shall  mean (A) genuine; (B) from the legitimate source claimed or implied by the marking and design of the product offered; and (C) manufactured by, or at the behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the material.
      • “Independent Distributors” are persons and businesses that are not part of an OCM’s authorized distribution chain.  These also may be referred to as non-franchised distributors, unauthorized distributors or brokers.
      • “Electronic Part” includes the following commodities (Federal Supply Classes):  Microelectronic device (FSC 5962), discrete semiconductor device (FSC 5961), resistor (FSC 5905), capacitor (FSC 5910), relay (FSC 5945), coil/transformer/inductor (FSC 5950) and circuit assembly.
      • “Original Component Manufacturer” (OCM) is an organization that designs and/or engineers a part and is pursuing or has obtained the intellectual property rights to that part.
      • “Original Equipment Manufacturer” (OEM) is an organization that designs, manufactures and/or engineers an end product comprised of various parts and is pursuing or has obtained the intellectual property rights to that end product.
    • SELLER represents and warrants that only new and authentic materials are used in products required to be delivered to Gemini Electronic Components, Inc (GEC) and that the Work delivered contains no Counterfeit Parts.  No other material, part, or component other than a new and authentic part shall be used unless approved in advance in writing by GEC.  To further mitigate the possibility of the inadvertent use of Counterfeit Parts, SELLER shall only purchase authentic parts/components directly from the OEMs/OCMs or through the OEM’s/OCM’s authorized distribution chain.  SELLER must make available to GEC, at GEC’s request, OEM/OCM documentation that authenticates traceability of the components to that applicable OEM/OCM.  Purchase of parts/components from Independent Distributors is not authorized unless first approved in writing by GEC.  SELLER must present complete and compelling support for its request and include in its request all actions to ensure the parts/components thus procured are legitimate parts. GEC, in most cases, will additionally need to get its customer’s approval of SELLER’s request.  Processing of such requests shall not constitute an excusable delay on part of the SELLER.  GEC’s approval of SELLER request(s) does not relieve SELLER’s responsibility to comply with all Contract requirements, including the representations and warranties in this provision.
    • SELLER shall maintain a documented system (policy, procedure, or other documented approach) that provides for prior notification to GEC and his/her written approval before parts/components are procured from sources other than OEMs/OCMs or through the OEM’s/OCM’s authorized distribution chain. SELLER shall provide copies of such documentation for its system for GEC’s inspection upon GEC’s request. SELLER’s system shall be consistent with applicable industry standards, AS5553 and AS6081 as minimum, for the detection and avoidance of counterfeit electronic parts and suspect counterfeit electronic parts, including policies and procedures for training personnel, designing and maintaining systems to mitigate risks associated with parts obsolescence, making sourcing decisions, prioritizing mission critical and sensitive components, ensuring traceability of parts, developing lists of trusted and non-trusted suppliers, flowing down requirements to subcontractors, inspecting and testing parts, reporting and quarantining suspect counterfeit electronic parts and counterfeit electronic parts, and taking corrective action.
    • If the SELLER is providing electronic components/devices only, the following certification applies:
      Certification of Origin of Product: Acceptance of this Contract constitutes confirmation by the SELLER that it is the Original Equipment Manufacturer (OEM)/Original Component Manufacturer (OCM), or a franchised or authorized distributor of the OEM/OCM for the product herein procured.  SELLER further warrants that OEM/OCM acquisition documentation that authenticates traceability of the components to that applicable OEM/OCM is available upon request.  If the SELLER is not the OEM/OCM or a franchised or authorized distributor, the SELLER confirms by acceptance of this Contract that it has been authorized in writing by GEC to act on GEC’s behalf to procure from the OCM or a franchised or authorized distributor of the OEM/OCM.  The SELLER further warrants that OEM/OCM acquisition traceability documentation is accurate and available to GEC upon GEC’s request.
    • SELLER shall flow the requirements of this provision to its subcontractors and suppliers at any tier for the performance of this Contract.
    • Notifications:  Should SELLER become aware of a confirmed or suspect counterfeit part that, by any means, has been delivered to GEC, or acquired for this Contract whether or not delivered to GEC, notification will be made as soon as possible but not later than 7 days of discovery to GEC’s Buyer.  SELLER will verify receipt of this notification by GEC.  Additionally, for confirmed Counterfeit Electronic Parts, notification will also be made not later than 60 days after discovery to the Government-Industry Data Exchange Program (GIDEP).   This requirement will survive this contract.
    • SELLER shall be liable for cost of counterfeit parts and suspect counterfeit parts and the cost of rework or corrective action that may be required to remedy the use or inclusion of such parts.     
    • SELLER shall quarantine suspect counterfeit electronic parts and counterfeit electronic parts, and make them available for investigation by appropriate government authorities.
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