Terms and
Conditions

We thank you for your order. All quotations or sales by Promark Electronics (hereafter “Promark” are subject to the terms and conditions as set forth, and in addition to those of the front of this document. We appreciate your trust and we will do our best to provide you with top quality service.

Dear Customer

We thank you for your order. All quotations or sales by Promark Electronics (hereafter “Promark” are subject to the terms and conditions as set forth, and in addition to those of the front of this document. We appreciate your trust and we will do our best to provide you with top quality service. Our conditions of sale are the following:

TERMS AND CONDITIONS

  1. Purchase Terms

The terms and conditions set forth in this order-slip or bill-slip constitutes the entire agreement concerning the sale and purchase of the goods (“Products”) covered hereby. Promark objects to and is not bound by any term or condition in Customer’s order or related communications which are different from or in addition to Promark’s terms and conditions. No statement description, warranty, guarantee condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of Promark shall be construed to enlarge, vary or override in any way thereof any of these conditions.

This agreement supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to the subject matter hereof, including without limitation any purchase orders or similar documents heretofore or hereafter submitted by the Customer with respect to the purchase of any Products.

Without limiting the foregoing, the purchase and sale of Products hereunder is expressly conditioned upon the Customer’s agreement to the terms and conditions herein contained. Acceptance by Customer is limited to and conditioned upon Customer’s assent to these terms and conditions. Neither Promark’s commencement of performance or delivery shall be deemed or constituted as acceptance of Customer’s supplemental or conflicting terms and conditions. Any of the following acts by Buyer shall constitute Buyer’s acceptance of these Terms and Conditions in their entirety and a representation that Buyer is solvent: (1) payment of a deposit or of the purchase price in full; (2) acceptance of the Products by Customer; (3) acknowledgment of the quotation, (4) issuing a purchase order, release, or other similar document for the Products on the same or substantially the same terms as reflected on the face of the quotation; or (5) by any other conduct which recognizes the existence of a contract for the purchase and sale of the Products. THESE TERMS AND CONDITIONS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF PROMARK.

All Products are sold as non-cancellable and non-returnable (NCNR) as they are custom in nature, intended for a specific customer and a specific purpose.

All tooling is proprietary and property of Promark Electronics unless otherwise stated. Equivalent tooling to manufacturer specifications and/or testing requirements may be produced and used at Promark Electronics sole discretion.

  1. Payment

Except as otherwise stated, the terms of payment are Net 30 days from the invoice date. Purchaser may not set off any amounts owing to Promark. Customer shall make all payments as provided herein without regard to whether Customer has made or may make any inspection or use of any Products. No discounts or setoffs shall be made by Promark against any invoices unless approved in writing in advance by Promark. Any invoiced amount not paid when due may bear interest as stated in Section 20 herein. Prices are subject to change pursuant to Section 4 herein. Customer shall pay or reimburse Promark for the freight cost and insurance of the Products.

Purchase price is payable by a cheque, wired transfer, cash or in advance with the use of a credit card. If the Customer fails to make payment as required, Promark may suspend the delivery of the shipment, or any further shipment until payment is made in full.

Promark reserves the right to establish and/or change credit and payment terms extended to Customer when, in Promark’s sole opinion, Customer’s financial condition or previous payment record warrants such action. Further, on delinquent accounts, Promark shall not be obligated to continue performance under any agreement with Customer.

  1. Approval of order

The order will only be binding from the moment that the order acknowledgment has been approved by Promark or any other duly authorized person.

  1. Prices

The prices of the Products are those specified on the front of Promark’s quote, invoice, or order acknowledgement. The prices set forth herein are not subject to trade or other discounts. Pricing for undelivered Product may be increased in the event of any increase in Promark’s cost, change in market conditions or any other causes beyond Promark’s reasonable control. All prices are subject to change without notice and may be subject to any increase which may be in effect on the date of shipment. Price quotations, unless otherwise stated, shall automatically expire thirty (30) calendar days from the date issued and may be cancelled or amended within that period upon notice to Customer.

Unless otherwise agreed to in writing by Promark, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including, but not limited to, federal, state, provincial and local sales, excise, value added, goods and services taxes and any other taxes. Customer agrees to pay these taxes unless Customer has provided Promark with an exemption resale certificate in the appropriate form for the jurisdiction of Customer’s place of business and any jurisdiction to which Products are to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. Customer agrees to indemnify and hold Promark harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. Promark shall not bear responsibility for any countervailing duties, anti-dumping tariffs, or similar trade-related taxes or penalties imposed by any governmental authority on the Products. All such duties or tariffs arising from the import or export of the Products shall be the sole responsibility of the Customer, and Customer agrees to reimburse Promark for such costs and indemnify and hold Promark harmless from any claims, liabilities, or costs associated with these obligations. When applicable, transportation and taxes shall appear as separate items on Promark’s invoice.

  1. Material Liability

Promark will receive forecasts from Customer to support Customer’s requirements. Promark will purchase raw materials, based on component lead time plus manufacturing cycle time, to support forecasts assuming annual quantities, minimum order quantities, package minimum/multiples, and the most efficient manufacturing processes. Forecasts are considered cancelled if (i) Promark receives a cancellation notice from Customer; or (ii) if Promark purchases Materials to meet the Customer’s forecasts and such materials remain on hand at Promark’s facility for thirty (30) days or more. “Materials” are raw materials, including long lead-time and noncancelable/nonreturnable items, work in process, and finished goods. Upon cancellation, the Customer is responsible for and will pay Promark for excess material. Customer will pay Promark for raw material, work in process, and non-cancelable/nonreturnable on-order material at 105% of the cost. Customer will pay Promark for finished goods inventory at the quoted selling price. Promark will use reasonable commercial efforts, including the mutual involvement of Customer, to return unused inventory for a full refund, net of restocking charges, and to cancel open Purchase Orders with Promark’s suppliers. Promark shall invoice Customer, and Customer will pay for all excess inventory and cancellation charges. Payment terms will be net thirty (30) days from the invoice date.

  1. Credit Approval

Shipment, delivery and performance of all work hereunder are subject to the approval of Promark’s credit department. Promark may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment in advance or upon such other payment terms as are acceptable to Promark’s credit department.

  1. Delay for delivery

The Products will be delivered in approximately the delay as quoted and specified on the order acknowledgment.

  1. Shipment and Delivery

Deliveries of Products, title (subject to any lawful reservation of Promark’s security interest) and risk of loss pass to Customer EXW Promark’s facility per INCOTERMS 2010. Customer is responsible for all demurrage or detention charges. Any claims for shortages or damages suffered in transit must be submitted directly to the carrier. All shipping dates are approximate and not guaranteed. Promark reserves the right to make partial shipments. Promark is not bound to tender delivery of any Products for which Customer has not provided shipping instructions. If shipment of Products is postponed or delayed by Customer for any reason, including a Force Majeure Event, Promark may move Products to storage for the account of and at the risk of Customer and the Products will be deemed delivered. Products may not be returned except with the prior written consent of Promark, which may include additional terms. Promark shall have and retain a security interest and lien in and against the Products delivered to the Customer until Promark has received full payment. Customer shall be responsible for maintaining full replacement cost insurance for the Products, at Customer’s sole expense, with Promark named as a loss payee and additional insured, until Promark has been paid in full.

Promark will not be liable for any failure in performance of delivery of shipment of Products or for any damages suffered by the Customer by reason of such failure or delay when the reason for such failure or delay is beyond Promark’s control or not.

If Promark believes in good faith that Customer’s ability to make payments may be impaired or if Customer shall fail to pay any invoice when due, Promark may suspend delivery of any order or any remaining balance thereof until such payment is made or cancel any order or any remaining balance thereof, and Customer shall remain liable to pay for any Products already ordered by Customer.

  1. Inspection and Acceptance

Unless otherwise agreed in writing signed by Promark, Customer shall inspect Products upon receipt at the first delivery destination. Customer’s failure to inspect Products and give written notice to Promark of any alleged defects or non-conformity within ten (10) days after receipt at first delivery destination shall constitute Customer’s irrevocable acceptance of Products delivered. Notice of any latent defect must be delivered to Promark in writing within ten (10) days of start-up.

No returns may be made without a Return Material Authorization (RMA) form issued by Promark. If the Customer refuses to accept delivery or returns any Products without an RMA, then such Products shall be held for twenty (20) days after which the item may be disposed of at Promark’s discretion without crediting the Customer’s account.

Customer shall return, by prepaid shipment, all allegedly nonconforming or defective products, subject to reimbursement by Promark of the cost of shipping such products found in fact to be nonconforming or defective, only after first obtaining and then observing, such reasonable instructions as Promark may give in authorizing any return by Customer. All repairs are made on an FOB facility basis.

  1. Non-liability – Force majeure

Notwithstanding any other provision herein contained or contained in the order-slip or bill-slip, Promark shall not be held liable for any loss or damage caused by the non-performance of its obligations attributable to the Promark being delayed or prevented because of a strike, inability to get materials or services, riots, sabotage, war, act of God, a supplier’s or manufacturer’s bankruptcy or insolvency, or any other reason that is beyond the reasonable control of the Promark or as stated in Section 15 below.

Promark shall retain all right, title and interest in and to the intellectual property (including without limitation all specifications) developed and/or owned by Promark prior to the purchase of Product(s).  No purchase of Product(s) will cause any intellectual property to transfer from Promark to purchaser.

Purchaser warrants that it has the right to provide to Promark with any drawings and/or material it provides and Promark’s use shall not cause Promark to infringe on any third-party intellectual property right whatsoever.  Purchaser hereby agrees to indemnify Promark from and against any and all costs, damages or awards (including legal fees) resulting from any actual or claimed infringement.

  1. Cancellation

This agreement is not cancelable under any circumstance or for any reason after it has been accepted by Promark, unless Promark has received written notice of the cancellation more than ninety (90) days before the shipping date last agreed upon by Promark for the order or the portion thereof being cancelled. If Customer cancels this agreement, Customer agrees that it will forfeit any deposits delivered to Promark under this agreement and will indemnify Promark against and will reimburse Promark the full Purchase price for any and all damages, losses, charges, expenditures or other costs Promark may incur as a result of such cancellation, including, but not limited to, reasonable overhead expenses, any additional charges that Promark may incur, direct and indirect costs related to this agreement, and lost profits.

Promark may immediately terminate the Agreement or any part of any order or release as a result of: (a) Customer’s breach, threatened breach, or repudiation of any representation, warranty, covenant, or other term of the Agreement; (b) any assignment for the benefit of creditors or any institution of proceedings in bankruptcy or insolvency by or against Customer; (c) Customer’s request for accommodation from Promark, financial or otherwise, in order to meet its obligations under the Agreement; (d) Customer entering or offering to enter into one or more transactions effecting a sale of a substantial portion of Customer’s assets or business or any merger, sales or exchange of equity interests that would result in a change of control of Customer; or (e) financial or other condition that could, in Promark’s sole discretion, endanger Customer’s ability to make required payments or otherwise perform (collectively, the “Default Events”). Upon the occurrence of any of the Default Events, Promark may, at its sole option, do any or all of the following: (i) by notice to Customer terminate this Agreement and any order or release; (ii) take possession of any Products for which Promark has not yet received payment; (iii) recover from Customer any accrued and unpaid amounts outstanding, which shall be immediately due and payable to Promark.

In addition, Promark may terminate the Agreement or all or any part of any order or release, with or without cause, upon delivery of thirty (30) days’ advance written notice to Customer. Following Promark’s termination, Customer shall reimburse Promark, upon receipt of Promark’s written demand, for all Products completed in accordance with Customer’s order or release and for any work in progress, raw materials acquired for the manufacture of the Products, any unreimbursed NRE, and Promark’s costs for settling any claims or disputes with its sub-suppliers in connection with component parts, raw materials, or services related to the Products (collectively “Termination Costs”). Under no circumstances shall Promark have an obligation to assist Customer in any transition of supply of the Products (or substitutes of same) to Customer or any other vendor, except to the extent otherwise expressly agreed to by Promark, and then, only upon Promark’s actual receipt of all Termination Costs owed by Customer to Promark together with any applicable fees for transition support.

  1. Limited Warranty

Promark warrants that new and unused Products furnished by Promark are free from defect in workmanship and material as of the time and place Promark makes delivery. Also, where Promark undertakes to perform or assist in any servicing, installation, demonstration, repair or replacement, Promark warrants that its performance or assistance will be free from defect in material or workmanship. Promark’s warranties are extended only to the original purchaser and may not be assigned to any subsequent Customer. In the case of Promark’s breach of warranty or any other duty with respect to the quality of any Products, the exclusive remedies therefor shall be (i) repair; (ii) replacement; or (iii) return of the purchase price (less reasonable depreciation) on authorized return of the Products. Selection among these three remedies shall in each case be at Promark’s sole option. Any such claim against Promark must be made promptly in writing and promptly pursued by Customer within one (1) years following the shipment date, following which all of Promark’s warranties and other duties with respect of the quality of the Products or of any services or replacement goods furnished by Promark in connection therewith shall be conclusively deemed to have been satisfied, all liability therefor terminates, and no action for breach of any such warranty or duty against Promark may thereafter be commenced.

In no event shall this warranty apply to any Products which have been subject to (i) improper installation or testing, (ii) failure to provide a suitable operating environment, (iii) use of the Product for purposes other than that for which it was designed, (iv) failure to monitor or operate the Product per applicable Promark specifications and good industry practice, (v) unauthorized attachment or removal or alteration of any part of the Product, (vi) unusual mechanical, physical or electrical stress, (vii) mishandling during shipment of the Product, (viii) any other misuse, misapplication, negligence, accident, modifications or tampering, (ix) to Promark’s product components used other than in Promark’s Products for which the same were designed or (x) any attempts by Customer or anyone other than Promark to repair or replace the Products or any part thereof.

Customer will reimburse Promark for any and all costs of the non-warranty replacement parts paid for by Promark in connection with any repairs or services hereunder (including freight and other shipping charges).

CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR DETERMINING THAT THE PRODUCTS PURCHASED ARE SUITABLE FOR THEIR INTENDED APPLICATION AND USE. PRODUCTS MANUFACTURED TO CUSTOMER’S DESIGNS, SPECIFICATIONS, OR OTHER PARTICULAR REQUIREMENTS OR INSTRUCTIONS OF CUSTOMER ARE NOT WARRANTED TO PERFORM IN ACCORDANCE WITH SUCH DESIGNS, SPECIFICATIONS, REQUIREMENTS, OR INSTRUCTIONS, AND THE WARRANTY PERIOD FOR SUCH PRODUCTS SHALL BE TWELVE (12) MONTHS FROM THE DATE THE PRODUCT IS PLACED IN USE.

PROMARK EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT AND THE QUALITY OF ANY GOODS OR SERVICES FURNISHED BY PROMARK OR OTHERS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABLE QUALITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. THE DESCRIPTION OF THE PRODUCTS CONTAINED IN THIS AGREEMENT IS FOR THE SOLE PURPOSE OF IDENTIFYING THE PRODUCTS AND IS NOT A WARRANTY. NO REPRESENTATIVE, DEALER, AGENT OR EMPLOLYEE OF PROMARK HAS ANY AUTHORITY TO EXTEND THE SCOPE OF THIS WARRANTY OR MAKE ANY OTHER REPRESENTATIONS, PROMISES OR GUARANTEES IN CONNECTION WITH THE MANUFACTURE, SALE OR APPLICATION OF THE PRODUCTS. PRODUCTS ARE SUBJECT TO CONTINUAL TECHNICAL DEVELOPMENTS AND PROMARK RESERVES THE RIGHT TO CHANGE DESIGN AND/OR TECHNOLOGY AT ANY TIME. THE FOREGOING IS SUBJECT TO THE LIMITATIONS OF LIABILITY HEREIN AND SHALL CONSTITUTE CUSTOMER’S SOLE RIGHTS AND REMEDIES UNDER THESE TERMS AND CONDITIONS OF SALE WITH RESPECT TO DEFECTS IN THE PRODUCTS.

  1. Customer’s Remedies

Customer’s sole and exclusive remedy is Promark issuing an appropriate credit or replacing the Product. Promark shall in no way be liable for any losses, costs, forfeitures, or damages (including loss of profits, liabilities of Customer to its customers, employees, or third persons, and all incidental or consequential damages), whether direct or indirect and whether or not resulting from or contributed to by the default, negligence, whether in manufacturing or design, or failure to warn on the part of Promark, its agents, employees and subcontractors, which might be claimed as the result of, or use (with or without an active malfunction) or malfunction of the products covered by this warranty.

NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION, (A) PROMARK’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S) RESULTING OR ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF CUSTOMER’S EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE PRICE RECEIVED BY PROMARK FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISING FROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY PROMARK FOR SUCH SERVICES, RESPECTIVELY), AND (B) PROMARK SHALL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES.

By accepting delivery of the Products ordered, Customer agrees that it indemnifies and holds harmless Promark from and against all claims, loss, damage, and liability, including without limitation for personal injury, property damage, or commercial loss of whatever kind, directly or indirectly arising from or relating to the hazards inherent in Customer’s facilities or activities.

Any litigation or claim relating to or arising out of this Agreement must be commenced within twelve (12) months from the date of the alleged breach.

  1. Export Control

Certain Products may be subject to export controls under the Laws of the United Stated of America and other countries. Customer must comply with all such Laws and not export, re-export or transfer, directly or indirectly, any such product except in compliance with such Laws. Products sold by Promark cannot be transferred, sold or re-exported to any party on the Entity List or Restricted Person List of the U.S. Department of Commerce, Bureau of Industry and Security (BIS), any party designated by the U.S. Treasury Department’s Office of Foreign Assets Control, and any party debarred or sanctioned for proliferation or terrorism reasons by the U.S. State Department. Products sold by Promark are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer’s sole risk; (2) Customer agrees that Promark is not liable, in whole or in part, for any claim or damage arising from such use; and (3) Customer agrees to indemnify, defend and hold Promark harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.

  1. Force Majeure.

Promark shall be excused from any performance pursuant to the terms hereof or any Customer’s order for reasons beyond Promark’s control which render Promark’s performance impossible or impracticable, including, without limitation, Acts of God, strike, riot, fire, war (declared or undeclared), sabotage, fires, explosions, labor disputes, epidemic, pandemics, quarantine restrictions; inability to obtain labor, materials, components, or transportation at normal market prices; supplier or manufacturer insolvency or bankruptcy,  late or non-delivery by Promark’s suppliers, lack of shipping space, assertion by third parties of infringement claims, domestic and foreign governmental actions and regulations, and all other contingencies, unforeseeable or unavoidable events beyond Promark’s control. In the case of a Force Majeure event, Promark may (i) extend the delivery date by the duration of the delay, (ii) make partial deliveries or allocate available supply as appropriate, or (iii) move Products to storage at Customer’s sole risk and expense if delivery is postponed. These remedies shall be without liability for any damages, and Customer shall remain responsible for payment of Products already ordered or delivered.

  1. Confidential Information

“Confidential Information” shall mean certain information, including but not limited to, product information, product designs, customer information, business processes, forecasts, samples, and financial information, whether disclosed in writing, orally, or in any other tangible or intangible form from a party (“Discloser”) to another party (“Recipient”). Recipient shall not disclose or use Confidential Information without the prior written consent of Discloser, except that Recipient may disclose Confidential Information to its employees, agents, representatives, or affiliates (“Representatives”). Notwithstanding the foregoing, Recipient shall be liable to Discloser for any breach of the confidentiality obligations of this provision by its Representatives.

  1. Notice

Any notice required or permitted to be given to either party shall be sufficiently given if delivered personally or sent by prepared registered mail or transmitted by email, telex, telefax or other form of recorded communication to the party at the address and fax numbers provided by such party. A notice delivered to the party to whom it is addressed shall be deemed to have been given and received on the date it is delivered at that address provided that if the date is not a business day then the notice shall be deemed to have been given and received on the third business day next following the date of its mailing. Any notice transmitted by email, telex, telefax or other form of recorded communication shall be deemed given and received on the first business day after its transmission.

  1. Language

The parties acknowledge having expressly required that this document and all present or future notices, requests, agreements and any other writings in relation thereto be drawn in English. Les parties déclarent avoir expressément requis que cette document et tous les avis, demandes et documents actuels ou futures s’y rapportant soient rédigés en anglais.

  1. Error of calculation

All errors of calculation in an order or invoice will be corrected by the Promark as soon as possible.

  1. Late Payment Interest

Any payment due and payable shall bear interest as of the Due Date and shall continue to accrue such interest until payment of the amount due is made. The interest rate to be applied to any payment not paid by the Due Date shall be equal to the lesser of either (a) 12% per annum or (b) the maximum rate permitted by applicable Quebec law on such date, and shall apply until full payment is made. Customer shall be liable for costs of collection, including reasonable attorneys’ fees and court costs, in any action to collect past due amounts.

  1. Proper Law of Contract

This contract shall be governed by the laws of the Province of Quebec, Canada and the laws of Canada applicable therein. Any dispute, question or remedy howsoever arising shall be determined exclusively by the Courts of the district of Montreal, province of Quebec, Canada.

 

Vendors Terms and Conditions

The following clauses apply to related purchase orders for which Promark’s vendors will provide a product or a service that has an impact on the quality of a customer product that Promark manufactures. This includes (but is not limited to) components, materials, services, calibration, etc.

      Terms & Conditions

  1. Vendor shall provide a Manufacturer Certificate of Conformance (CofC) with each shipment. CofC shall contain Lot Number, Part Number, Date of Manufacture, and signature of authorized person.
  2. Vendor must implement and maintain a quality management system with 3rd-party registration to an international standard such as AS9100, AS9120, ISO9001, IATF16949 or ISO17025. In the event the vendor’s quality system is not registered, Promark’s Vendor Assessment process will apply.
  3. Vendors are never allowed to establish a disposition for nonconforming “build-to-print” products/processes/services themselves. Promark must be notified in writing through standard Nonconforming Product Report (NCR) forms.
  4. If, after delivery, it is discovered that non‐ conforming products have been shipped to Promark, vendor shall prepare a disclosure letter and notify buyer with no undue delay. Disclosure letters shall contain sufficient traceability information to allow appropriate containment of the disclosed issue.
  5. Vendor shall notify Promark in writing of changes to:  address, location, company ownership, company name, quality system registration.
  6. Vendor shall notify Promark in writing of changes to: processes, products, or services, including changes of their external providers or location of manufacture, and obtain Promark approval before implementation of such changes.
  7. Relevant documented information shall be maintained and kept on file for a minimum of 10 years.
  8. Promark reserves itself, its customers or regulatory authorities the right of access to applicable areas of the vendor’s facilities and to relevant documented information.
  9. Shelf-life or age-controlled items must arrive at Promark’s facility with at least 80% of the specified shelf life remaining.
  10. Vendor shall implement standard F.O.D. practices to prevent, detect and remove foreign objects.
  11. Vendor shall prevent the use of counterfeit parts through the application of awareness programs and control plans based on the relevant sections of SAE AS5553 and/or SAE AS6174.
  12. Vendor shall ensure that its members of personnel are aware of their contribution to product / service conformity, their contribution to product safety and to the importance of ethical behavior.
  13. Promark and its customers reserve the right to perform verification or validation activities at the external provider’s premises. These activities may include source inspection, witness testing, process audits, and verification of conformance to requirements. 
  14. Personnel performing special processes must be trained, certified, and qualified in accordance with applicable industry standards. 
  15. Vendors shall communicate only through designated contacts and promptly report all relevant issues 
  16. Promark monitors supplier performance on a continual basis. Key performance indicators include on-time delivery, order accuracy, number of non-conformances or quality issues. 
  17. External providers performing design and development activities shall comply with applicable design control requirements, including design reviews, verification, validation, change control, and record retention. 
  18. Vendor shall identify, and control special requirements, critical items, and key characteristics as specified by Promark. 
  19. When specified, the vendor shall apply statistical techniques for product acceptance and follow related acceptance instructions provided by Promark. 
  20. External providers shall carry out all required test, inspection, and verification activities, including production process verification, as specified. 

For purposes of this Agreement “business day” means any day except Saturdays, Sundays and Statutory holidays applicable in the Province of Quebec.