Supplier Terms and Conditions

Introduction

This document serves as a combined reference for Honest Components’ general Terms & Conditions (T&Cs) and all required regulatory and customer-imposed Flowdown Requirements. It is applicable to all suppliers and sub-tier suppliers engaged in fulfilling purchase orders issued by Honest Components.

These Supplier Terms and Conditions (“Flowdown”) establish the requirements and expectations for all suppliers, subcontractors, and external providers (“Suppliers”) of Honest Components, a full-service independent distributor of electronic components. These terms are mandatory for all purchase orders and contractual relationships with Honest Components.

1. Quality Assurance Requirements

1.1 Certifications and Compliance

Suppliers must comply with all applicable statutory and regulatory requirements and agree to the following, where applicable:
– Adherence to ISO 9001:2015 and/or AS9120B quality management system standards.
– Support of ITAR regulations if the product or data is export-controlled.
– Compliance with GIDEP alerts and mandatory participation if relevant.

1.2 Testing and Product Verification

Honest Components bears the cost to authenticate every order through Global ETS, an ISO/IEC 17025:2017 and AS6171 accredited third-party lab. Suppliers must:
– Deliver parts as described without substitution unless pre-approved.
– Accept that 100% of materials may be subjected to authenticity testing.
– Provide any available traceability documentation, even if Manufacturer Certificates of Conformance (COCs) are not available (which is expected for 99% of our procurements).

1.3 Counterfeit Mitigation

Suppliers shall implement controls to prevent the delivery of counterfeit or suspect counterfeit components. This includes:
– Use of traceable and verified sources.
– Notification of any discovered or suspected counterfeit components.
– Immediate recall cooperation if any parts are found non-authentic.

2. Ethical Conduct and Business Integrity

Honest Components is committed to integrity, quality, and transparency. Suppliers must:
– Conduct business fairly, transparently, and ethically.
– Not engage in bribery, corruption, or misrepresentation.
– Notify Honest Components immediately of any conflict of interest or ethical concern.

3. Traceability and Documentation

3.1 Records Retention

Suppliers must maintain all relevant records (test reports, certificates, traceability data, inspection records) for a minimum of 10 years and provide them upon request.

3.2 Change Notification

Suppliers must notify Honest Components of any changes that affect product or process conformity, including:
– Supplier address/location
– Manufacturing process
– Raw material changes
– Change of ownership

4. Right of Access

Honest Components, its customers, and regulatory authorities reserve the right to access:
– Supplier facilities
– Applicable documented information
– Sub-tier suppliers as necessary for validation and verification

5. Sub-Tier Supplier Control

Suppliers must flow down these requirements to their sub-tier providers, including any customer or regulatory mandates. Honest Components reserves the right to review and approve critical sub-tier suppliers.

6. Delivery and Packaging

6.1 Delivery Expectations

On-time delivery is mandatory. Suppliers must inform Honest Components of any potential delays prior to the delivery date.

6.2 Packaging

Parts must be packaged in a manner that prevents damage, ESD issues, or contamination. Improperly packaged items may be rejected.

7. Nonconformance and Corrective Action

Nonconforming product must not be shipped without prior written authorization from Honest Components. In such cases, Suppliers must:
– Disclose the full scope of the nonconformance.
– Provide a root cause analysis and corrective action plan upon request.
– Cooperate with Honest Components’ Quality and Compliance teams.

8. Termination and Legal Recourse

Honest Components reserves the right to cancel orders without liability in cases of:
– Breach of any terms herein.
– Delivery of counterfeit or nonconforming goods.
– Noncompliance with export regulations.

9. Governing Law

These terms shall be governed by and interpreted in accordance with the laws of the State of Florida, USA.

10. Acknowledgment

By accepting any purchase order from Honest Components, the Supplier agrees to these Terms and Conditions.

11. Additional Flowdown and Industry-Specific Requirements

– Suppliers shall ensure approval of product, procedures, processes, and equipment as required by the purchase order.
– Suppliers must ensure personnel involved are appropriately qualified and trained.
– Identification and revision control of all applicable specifications, drawings, and process requirements must be maintained.
– Product acceptance may involve testing, inspection, statistical techniques, and process validation.
– When required, test specimens (production, storage, or for investigation) must be provided.
– Suppliers must:

1. Notify Honest Components of any nonconforming product.
2. Obtain approval for nonconforming product disposition.
3. Notify Honest Components of changes to product, processes, suppliers, or manufacturing locations.
4. Flow down all applicable requirements to their supply chain.

– Honest Components, its customers, and regulatory authorities retain right of access to supplier and sub-tier facilities and records.
– Certificates of compliance, test reports, or airworthiness certification may be required depending on the order.
– Suppliers must ensure employees understand their role in product conformity, safety, and the importance of ethical behavior.

12. Documentation and Special Processes

– Special process providers must be pre-approved by Honest Components or the end-customer.
– Third-party testing may be directed by Honest Components at any time.
– Certifications must accompany all materials shipped, showing compliance with specifications and order requirements.
– Data sheets must correspond with the product supplied.

13. Packaging and Shipping Requirements

– Items must be protected against corrosion, oxidation, ESD, and handling damage.
– Lot-controlled items must be packaged and identified separately by lot.
– Honest Components may reject improperly packaged or damaged shipments and return them at the supplier’s cost.
– All shipments must include the PO number and comply with detailed labeling requirements, including:
Seller name, address, PO number, part numbers, quantities, serial numbers (if applicable), date of manufacture/expiration, batch or lot number, country of origin, HTS code, UN number (if applicable).

14. Counterfeit Parts and FOD Prevention

Suppliers must maintain a documented counterfeit parts prevention program.
– Detection of counterfeit parts must be reported to Honest Components within 24 hours.
– Suppliers must prevent introduction of foreign object debris (FOD) in any product or process.

15. Record Retention and Disposal

– All quality and business records must be retained for a minimum of 10 years unless customer requirements specify longer.
– Records may include electronic communications, contracts, inspection results, and supporting documents.
– Secure disposal is required after the retention period.