Supplier Terms and Conditions

General: As a supplier to Syn-Tech Ltd., it is understood that your organization agrees to meet the terms and conditions set forth in these Supplier Terms and Conditions (this “Agreement”). Your acceptance of any Syn-Tech Ltd. Purchase Order confirms acceptance of this Agreement.

Definitions: “Buyer” shall mean Syn-Tech Ltd.. “Supplier/Seller” shall mean the party identified as the goods or service provider in any Purchase Order accompanied by these Terms and Conditions. “Goods” shall mean those goods identified in any Purchase Order, which may be changed, from time to time by the mutual written agreement of the parties. “Services” shall mean those services identified in any Purchase Order, which may be changed from time to time by the mutual written agreement of the parties. “Purchase Order” shall mean any transfer of data that conveys purchase information from Buyer to Seller. All accepted Purchase Orders shall be subject to and are a part of this Agreement, and shall supersede and replace any different or conflicting terms provided by Seller.

1. Orders and Order Acceptance:
Orders for Goods or Services shall be by means of Purchase Orders placed by Buyer’s authorized Procurement agents, which shall specify applicable prices, quantities, delivery schedules, shipping instructions, destinations, applicable specifications, required insurance, any special requirements, the address which Seller’s invoice shall be sent, and other similar matters which are necessary for the individual transaction to be adequately described.

2. Compliance with Laws:
Seller shall comply with all federal, state and local laws, and executive regulations and orders, including, without limitation, the applicable requirements of sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the U.S. Department of Labor issued under applicable requirements of Executive Order 1141 and 11246, as well as the Rehabilitation Act of 1973, as amended, Occupational Health and Safety Act (OSHA), Hazardous Materials Transportation Act and Toxic Substances Control Act (TSCA) and regulations issued thereunder. Further, Seller warrants that all chemical substances furnished which are required or
permitted to be reported to the U.S. and/or Canadian Environmental Protection Agency (EPA), as applicable, are listed as chemical substances in the Agency’s current inventory listing. Seller agrees to indemnify, defend, and hold Buyer harmless from any expenses, loss, damage or liability resulting from
the failure of Seller to comply. Seller hereby guarantees that any food, drug or cosmetic that may be covered hereby, or comprising or being a part of any shipment or other delivery hereunder, will not at the time of such shipment or delivery be adulterated or misbranded within the meaning of the Federal Food,
Drug and Cosmetic Act, as amended, or within the meaning of any State Food and Drug Law, the adulteration or misbranding provisions of which are identical with, or substantially the same as, those of the Federal Food, Drug and Cosmetic Act, or be an article which may not under the provisions of said
Act or Law be introduced into interstate or intrastate commerce. Material ordered hereby is warranted to conform to applicable FDA Regulations pertaining to such material and its intended use.

3. Schedule and Delivery:
Seller shall strictly adhere to all Purchase Order schedules and ship dates. Time is and shall remain of the essence in the performance of this Agreement. Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Agreement. Such notice shall include a revised schedule and shall not constitute a waiver to Buyer’s rights and remedies hereunder.

4. Packing and Shipping:
Seller shall prepare and package the goods to prevent damage or deterioration and shall use best commercial practice for packing and packaging of items to be delivered under this Agreement, unless otherwise specified in the Purchase Order. Seller shall charge no packing, handling or preparation charges of any kind unless specifically stated in the applicable Purchase Order. Purchase Order’s will state appropriate shipping method, carriers and accounts to be used.

5. Inspection and Acceptance;
Record Retention: Buyer may perform inspection activities to ensure that purchased product meets purchase requirements and applicable specifications. Seller shall provide all appropriate information to Buyer that may include but is not limited to test reports, certificates of conformity and spec sheets for any inspection duties at no charge unless specified otherwise on Purchase Order so that Buyer may perform inspection at Buyer’s facility. Any and all records relating to this Agreement and the performance by Buyer hereof shall be retained and made available for review by Buyer, Buyer’s customers, regulatory authorities and Buyer’s designees for a minimum of ten (10) years.

6. Non-Conforming and Counterfeit Product:
All product provided to Buyer shall consist of new materials and authentic products only. Buyer must be contacted in the event that Seller becomes aware of Non- Conforming or Counterfeit Product. Product will be considered Non-Conforming / Counterfeit if Purchase Order calls manufacturer name and required manufacturer is not supplied. Any changes to Purchase Order requests not approved in writing may be considered Non-Conforming / Counterfeit. A Counterfeit part is defined by Buyer as a part that is one or more of the following - an illegal or unauthorized copy or substitute of an original equipment manufacturers item; an item that does not contain the proper materials or components as required by the OEM specifications; an item that is used, refurbished or reclaimed and represented as new; an item that has/does not successfully pass all OEM testing requirements; or an item with labeling, marking or design (with or without intent) that could mislead one into believing an item is something that it is not.

8. Rejection:
If Seller delivers Non-Conforming Goods or Services, Buyer may, at its option and Seller’s expense: return the Goods for refund or credit; require Seller to promptly correct or replace the Goods or Services; correct the nonconformance; or obtain conforming Goods or Services from another source. Buyer shall specify the reason for any return or rejection of nonconforming Goods or Services and/or shall describe the action taken. Seller shall be liable for any increase in costs, including procurement costs attributable to Buyer’s rejection of the Non-Conforming Goods or Services.

9. Changes:
By written order, Buyer may direct changes to the Purchase Order. All changes must be made in writing. Seller may not subcontract any of its obligations under this Agreement without the prior written consent of Buyer.

10. Termination of Purchase Order:
Buyer may, by notice in writing, direct Seller to terminate this Agreement or work under any Purchase Order delivered hereunder, in whole or in part, at any time, and such termination shall not constitute default.

11. Warranty:
Seller warrants the Goods delivered pursuant to this Agreement, unless specifically stated otherwise in the Purchase Order shall be new, conform to the product’s specifications, conform to the Purchase Order, not contain Counterfeit materials, and be free from all defects in all situations. Seller further warrants that the performance of work and services shall conform with the requirements of this Agreement and to the highest professional and industry standards. These warranties shall survive inspection, test, final acceptance and payment of Goods and Services.

12. Indemnification:
Seller shall indemnify, hold harmless, and at Buyer's request, defend Buyer, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement.

13. Disputes:
The provisions of this Agreement shall be interpreted in accordance with the laws of the State of Illinois. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in DuPage County, Illinois, and the parties hereby irrevocably submit to the personal and exclusive jurisdiction and venue of such courts.

14. Corrective Action and Flowdown:
Seller Rating: Buyer may require specific actions where timely and/or effective corrective actions to supplier issues are not achieved. These actions may include but are not limited to withholding of payment until issue is resolved, removal of the supplier from Buyers Approved Supplier List, and legal actions. Seller shall be ISO9001 or comparably compliant and adhere to all requirements for Seller. If Seller is found to be outside of the Buyer’s defined acceptable ranges, Buyer may consider Seller in violation of default, remove Seller from Buyer’s Approved Supplier List, or both.



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