Ondrives.US Terms and Conditions of Sale and Purchase Order Quality Clauses

All merchandise (“Goods”) offered for sale is sold subject to the terms and conditions set forth below, which terms and conditions are incorporated by reference into any and all purchase orders and purchase order acknowledgments exchanged between the purchaser of any merchandise (“Purchaser”) and Ondrives.US Corporation (“Ondrives.US”)

  1. Prices are subject to change at any time without notice.  Unless otherwise noted, quotations are valid for thirty (30) days.
  2. All orders are to be paid in advance unless other arrangements are made prior to Ondrives.US’ acceptance of purchase order.
  3. Cancellation of any order is subject to the acceptance and approval of Ondrives.US and can only be done with Ondrives.US written consent and Purchaser’s agreement to pay such cancellation and/or Restocking charge as Ondrives.US directs.
  4. Made to order, custom items and most long term blanket orders are not eligible for cancellation.
  5. Ondrives.US guarantees the quality of products to specifications agreed to and accepted by Ondrives.US.  All non-conformances must be reported within thirty (30) days of receipt of the Goods.  Returns will not be accepted after this period.  Ondrives.US’ sole obligation for non-conforming Goods is replacement or rework at Ondrives.US’ discretion.
  6. Unless specifically requested at the time of quotation, Ondrives.US reserves the right to ship ten percent (10%) under or over the nominal quantity ordered on the Purchaser’s purchase order at the specified unit price.
  7. THERE ARE NO UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NOT SPECIFIED HEREIN RESPECTING THIS ORDER AND TERMS MENTIONED, AND THIS INSTRUMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND IS BINDING ON BOTH PARTIES.
  8. In all events, the liability of Ondrives.US shall be limited to repairing or replacing any nonconforming goods. Ondrives.US shall not be liable for any other damages, either direct or consequential.
  9. If Purchaser has provided drawings, specifications, or other renderings in connection with the manufacture of parts for the Purchaser; the Purchaser is solely responsible for the accuracy thereof. In addition, if any such part or the rendering, drawing or interpretation thereof infringes or is alleged to infringe on any patent, copyright or other privileged or protected matter, then the Purchaser agrees to indemnify and hold harmless Ondrives.US from any and all costs, expenses and damages (including legal fees) incurred in the defense of any such action to which Ondrives.US is made a party.
  10. The Goods shall be manufactured and supplied in accordance with the description contained in Ondrives.US’ specification or in accordance with the specification provided by the Purchaser in the form of drawings and/or patterns and in every case shall be manufactured in accordance with applicable standards which relate specifically to the Goods. The quantity and description of the Goods shall be as set out in Ondrives.US’ order confirmation.
  11. Ondrives.US may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
  12. Where the Goods have been manufactured to the specification provided by the Purchaser, Ondrives.US shall bear no responsibility for any defect in the design or dimension of such specification.
  13. Ondrives.US is pleased to provide technical assistance free of charge. Ondrives.US cannot accept responsibility for any technical assistance. The Purchaser must always satisfy themselves that any advice or design suggested by Ondrives.US is suitable for their purpose and complies with the appropriate standards. Ondrives.US recommends that the Purchaser verifies dimensions and other data published in this catalogue before incorporating products into designs. Ondrives.US recommends products are tested in application conditions before incorporating into the Purchaser’s design.
  14. Products are not for use in offshore activities or any activities in high risk environments. Please contact Ondrives.US so that extra insurance cover may be arranged (at extra cost).
  15. Delays or failures of Ondrives.US in the performance of its required obligation shall be excused without liability if caused by circumstances beyond the reasonable control of Ondrives.US, including without limitation, acts of God, strikes or labor disputes, fire, flood, wind, storm, explosion, riot, war, sabotage, holiday, action or request of any governmental authority or any other cause not within the control of Ondrives.US.
  16. All shipments will be made by the method selected by the Purchaser. The costs of shipping will be as agreed between Ondrives.US and the Purchaser. The cost of any express or other special delivery or handling shall be borne by the Purchaser. Shipments are F.O.B. shipping point.
  17. Risk of loss of merchandise in transit shall be governed by the Uniform Commercial Code of the State of New York.
  18. All matters regarding this transaction shall be governed by the Laws of the State of New York. Any controversy arising out of this Agreement shall be, at the option of Ondrives.US, subject to arbitration under the rules of the American Arbitration Association. Damages recoverable in such proceeding shall include attorneys’ fees, and the cost of the arbitration. All hearings shall be held in Nassau County, New York by a single arbitrator.

Quality Clauses
     QC1    Copies of any applicable material, processing, and test certificates must accompany each shipment of material or product.
     QC2    Product/Parts shipped to Ondrives.US must be inspected and accepted by the supplier. Any rework which needs to be performed by
                Ondrives.US will be debited from the suppliers’ invoice.
     QC3    In a case of non-conformance to ONDRIVES.US requirements, all items must be tagged with the discrepancy. The packing slip should be
                noted with the number of items discrepant. Supplier shall obtain approval for nonconformance disposition.
     QC4    During the performance of the purchased order supplier shall give Ondrives.US, its customers, and regulatory authorities’ right of access

                to the applicable areas of all facilities, at any level of the supply chain, involved in this order and to all applicable records.
     QC5    All product must be protected against damage and corrosion during delivery and performance
 of the order utilizing sound 
                packaging practices.
     QC6    The supplier is responsible to ensure that material utilized for the performance of the order whether consigned by Ondrives.US or
                furnished by the supplier, is to be stored and identified to ensure traceability and to prevent intermingled with other material.
     QC7    Material consigned by Ondrives.US may not be substituted by any other material to complete the order requirements unless
                authorization from ONDRIVES.US is given.
     QC9    Unless otherwise stated the latest revision of all technical, specifications, standards, regulatory and statutory requirements
                shall be used.
     QC10  Ondrives.US must be informed by written notification if there are any changes in product, processes, services, including 
changes
                to external providers or location of manufacture. Change will be reviewed by Ondrives.US and approval may be needed.
     QC11  Supplier records must be retained for a minimum of 10 years. When Ondrives.US customer has a requirement for retention time of
                greater than 10 years, the customer requirement will take precedent.
     QC12  When a sub-tier supplier is used by supplier, the supplier will flow down to the sub-tier all applicable requirements cited purchasing
                documents.
     QC13  Supplier shall have a process in place to prevent the delivery of suspected unapproved, unapproved, and counterfeit parts.
                Supplier shall maintain a counterfeit prevention program that is compliant to either AS553, AS6174, or AS6081.
     QC14  Supplier will ensure that employees involved in the fulfillment of this PO are aware of their contribution to product or service
                conformity, their contribution to product safety, and the importance of ethical behavior.
     QC15  Ondrives.US monitors supplier performance based on time delivery and quality. Suppliers who do not meet Ondrives.US 
                performance objectives may require actions to be taken to correct the performance issues.
     QC16  When identified in Purchase Order supplier will ensure the use of designated or approved external providers, including process
                sources (special processing). 

© Ondrives.US Corp.
216 North Main Street
Freeport, New York 11520

Phone: 888 260-7466