It is our intention to work with our customers, (Purchaser), to negotiate terms. Please review Direct Component’s, (Seller), standard deviations below. These deviations will act as an addendum and waiver to your purchase terms, conditions, and quality requirements and will be binding. Electronic confirmation of the Sales Order and/or Proforma Invoice is express agreement to these deviations.

Clause Type Deviation Statement
1. Agreement, Acceptance, Waiver, Amendments, Complete Agreement, Scope

Seller does not agree to Purchaser’s terms, conditions, or quality requirements. Deviations listed here supersede. This sales order is controlled by and subject to the Standard Sales Terms and Conditions of Seller located https://www.directics.com/download-center/customers/ . Should there be a conflict between Purchaser terms & conditions and Seller standard sales terms and conditions, seller standard terms and the terms set forth on this addendum will govern.

2. Agreement, Order of Precedence

Any inconsistencies in the PO will be resolved in accordance with the following descending order of precedence: (a) the Sales Order/Proforma Invoice confirmation document and deviations included in the body of the confirmation email, as confirmed; and (b) Seller Standard Sales Terms and Conditions & Deviations and/or signed Deviation Agreement/Addendum between the Purchaser and Seller on file; and (c) any supplementary terms, conditions, provisions, or other documents incorporated into the Sales Order as agreed by reference.

3. Shipping, Delivery, Incoterms, Risk of Loss Seller ships Ex-works (Incoterms 2020) Origin (Seller Facility, Tampa, Florida) on Purchasers account – Purchaser assumes title and control of the goods the moment the carrier signs the bill of lading. The Purchaser assumes risk during transit and is responsible for filing claims for loss or damage.
4. Delivery Schedule, Late Deliveries, Late Charges, Time Delivery, dock date, due dates on purchase orders are not applicable in most cases as they are unrealistic in this market. Confirmed ship date will be provided once delivery is confirmed by Seller’s vendor by way of a revised Sales Order Confirmation. Please update dock date accordingly. Payment delays, past due invoices, approvals, or any other issues where Seller is waiting on communication will delay this delivery at no fault of the seller. Seller will not accept any penalties, charges, deductions, fees due to late deliveries.
5. Early Deliveries

Priorities on the Sales Order confirmation determine how quickly product will ship. If “Scheduled”, ship date listed is adhered to. If “Ship ASAP”, we will ship as soon as the product is received and tested.

6. Delivery 100% targets

Seller has established quality objectives for on time delivery & product quality. On- time delivery quarterly target is 95% & product quality is 97%. Seller has always exceeded that goal but cannot agree to 100% as factors can play in that are beyond our control.

7. Delivery, Time, Inspection, Indemnity, Rework

Seller does not pay any rework, transportation, testing, damages, losses, or any other additional fees associated with the order. Parts are warrantied for 60 days. If parts are found to be defective during 60 days of receipt, you must request an RMA and provide suitable data showing the nonconformance. Shipping costs on return and/or replacements is at sellers discretion.

8. Shipping, Declare lowest value

Unless requested by Purchaser in writing to not insure or declare, Seller will insure and declare full value.

9. Terms of Payment, Invoices, Late Payment Charge, Discount

Purchaser shall pay to Seller a late payment charge of 1.5% per month on the unpaid balance or the maximum rate of interest allowed by law. No discounts will apply.

10. Invoices – Duplicate – Mailed Invoices

As a standard, invoices are emailed to all vendors. Seller mails invoices to domestic vendors, (US), only.

11. Set off

Purchaser shall pay for the goods in full, without offset or deduction, within the time frame set by Seller. Seller does not agree to Set Off.

12. Pricing, Quote Guarantee, Price Guarantee, USD

All parts quoted are subject to prior sale. Seller cannot guarantee current price, same, or similar pricing as the market is continually changing. Price stated on quote is solely for the parts. Shipping and/or any additional fees are not included. Pricing will be expressed solely in USD.

13. Termination, Cancellation

All orders are NCNR,(non-cancelable and non-returnable).

14. Warranty

Parts are warrantied for fit, form, and function for 60 days. If parts are found to be defective during 60 days of receipt, you must request an RMA from us and provide suitable data showing the nonconformance. See clause 6 in Seller Standard Sales Terms for details.

15. Counterfeit Mitigation, Manufacturer COC, Supply chain traceability, New Surplus, Traceability, Purchase Seller from OEM, Subcontracting, Independent distributor/ Broker/non authorized purchase approvals, Inspection, AS5553, Test Plan, IPC-A-610, Solderability

Seller is a non-authorized independent stocking distributor that sources components in the secondary market, (non-authorized), that are obsolete and/or no longer available from any sources that have traceability back to the original component manufacturer.Manufacturer COC, manufacturer verification reports and/or supply chain traceability, in most cases is no longer available. Seller’s C of C will be provided.
Seller does not perform inspection to AS5553.
To mitigate the risk of Counterfeit Parts standard testing is performed on random samples using MIL-STD-105*, (Level per risk), AQL 1.5% within each lot free of charge as a value-added service. This standard inspection includes as applicable or required and per *capability: External Visual Inspection • Dimensional Check • Resistance-to-Solvents • Electrical Testing • Programming Testing • Radiological (X-Ray) Inspection • *Delid/Decapsulation Internal Analysis. *Usually, when Seller place an order with our vendors, Seller can obtain an extra piece to perform destructive tests at no cost to you. However, if unavailable destructive testing will not be performed.
If Purchaser requires an alternate sample size/AQL or a customer test plan please advise Seller at time of RFQ as this may include a longer lead time and a revised quote for the additional service.
IPC-A-610 is N/A – For electronic assemblies. Seller do not design or manufacture product.

16. Inspection, Original Mfg Packaging, Original Labels, Factory sealed packaging, Condition New Surplus

Most all parts are quoted as New Surplus and in most cases have no trace and may not be in original packaging with original labels intact. Requirements for original oem packaging or labels must be resolved at the time of your RFQ so Seller can source accordingly.

17. Inspection, IDEA- STD-1010, IDEA-ICE-3000 Professional Inspector

All test technicians do undergo training to the IDEA-STD-1010 standard, however, Seller is not certified to this standard nor are the test technicians IDEA-ICE-3000 certified inspectors. Seller does perform some of the methods in this standard and the standard is used as a reference tool but Seller does not follow the inspection process or checklist exactly as outlined.

18. Inspection – AS6081

Seller has the capability to perform testing to Table 1 of AS6081* (A1 – A6, & C). If required, notify Seller at time of RFQ and it must be called out on the PO. Make sure to include the additional qty 3-5 pcs required for destructive testing to this standard in the ordered qty. This may be an additional cost. *Seller is not certified to the AS6081 standard.

19. 48 CFR 252.246-7007 Counterfeit Inspection

48 CFR 252.246-7007 is not applicable as seller is a small business and not subject to the Cost Accounting Standards.

20. Inspection – First Article FAI

Seller is a distributor and does not perform First Article Inspections, (FAI)

21. Inspection – CEI UNI EN ISO IEC 17050-1 and -2  Seller is not able to confirm compliance to requirements in this standard as Seller are not familiar. Please specify your test plan on the PO.
22. Inspection – Obsolescence

Seller specializes in obsolete parts so most parts sold fall into this category. Please ask your IC & Semiconductor specialist for details on specific parts. Seller is not responsible for notifying Purchaser of obsolescence automatically or in advance due to not manufacturing the part. Seller will not pay any penalties or losses associated.

23. Counterfeit mitigation, Counterfeit Procedure Process

Please review our Counterfeit Mitigation Plan here https://www.directics.com/counterfeit-mitigation/

24. Inspection/ Nonconforming product/ Counterfeit

If any parts are deemed suspect Seller may require they be returned for analysis. A Certificate of Destruction will be issued to ensure parts do not return to the supply chain.

25. Traceability by lot or batch

Seller maintains traceability through date code, lot, batch number, serial number etc.

26. Packaging, JEDEC-J-STD-033, ESD, ESD MSL, Baking

All parts are packaged per ESD requirements and per J-STD-033.
Seller does not bake to MSL level unless requested on Purchasers PO and the parts are in Tray packaging. Seller does not have the capability to bake parts that are on a reel, cut tape, or in a tube.

27. Packaging- Bar Codes/Labels

Seller has limited bar coding capabilities. Please provide an example, such as a picture, of what you require. Requirement will be met as closely as possible, if capable.

28. JES625 – JESD31

Seller is in compliance with the latest rev of JESD625 and JESD31. However, when it comes to some of the clauses regarding the SUPPLIER VALUE ADDED PROCESSING & MILITARY REQUIREMENTS these would have to be specifically called out as flow down requirements on your PO and may change your quote as parts may have to be sourced from another trusted supplier that meets these requirements.

29. Flowdown, QMS, ISO, Quality

Flowdown Requirements other than key characteristics of the part must be expressly specified at time of RFQ and on Purchasers PO. Seller is certified to AS9120/ISO and ESD. While Seller encourages and promotes that suppliers have a QMS in place, not all approved vendors meet this requirement. If this is required to flowdown it must be expressly specified at the time of RFQ so Seller may source accordingly.

30. Change Control, Non Conformances, Customer Communication, Corrective Action Requests

Seller maintains internal processes, procedures, & forms to communicate changes, nonconformances, and corrective action. External processes and forms will not be utilized.

31. PPAP, Production Process, Design, Change Control

Anything referring to production or manufacturing is N/A . Seller is a non-authorized independent stocking distributor of off the shelf commercial product mostly purchased in the secondary market.

32. Privacy, Data security, Data Protection, CMMC, Information Technology,Information Security, ISO/IEC 27001, GDPR

Seller is in compliance with current US data privacy laws. However, Seller is not certified compliant to CMMC, ISO/IEC 27001, or GDPR.

33. Supply Chain Security, Cargo Security, C-TPAT, AEO, PIP

Seller does not participate in C-TPAT however all major couriers do. AEO & PIP does not apply as we are located in the US.

34. NAFTA Requirement

Seller does not provide NAFTA certificates. Seller is a distributor, therefore cannot certify Country of Origin. Seller does require the vendor to provide Country of Origin and it will be on the shipping documentation and commercial invoice.

35. Importer/Customs

If seller is sourcing product outside the US, Seller will be the importer of record as seller does not disclose customer /supplier information.

36. Certificate of Origin

Seller does not supply Certificate of Origin. If available, country of origin will be added to our COC.

37. Export Laws – ITAR/EAR

Seller is not registered with U.S. Department of State Directorate of Defense Trade Controls (DDTC), (ITAR certified), at this time. Seller does not export defense articles. Seller understands its obligations to comply with International Traffic in Arms Regulations (“ITAR”) and Export Administration Regulations (“EAR”)

39. Insurance- limits

Seller coverage includes business general liability limits $1,000,000/2,000,000, auto coverage $1,000,000 combined single limit, and statutory Florida workers compensation with $1,000,000/1,000,000/1,000,000 employers liability limit.

40. Insurance – Professional Liability (Errors & Omissions)/ Product liability

Seller does not carry professional liability (errors & omissions) or product liability.

41. Insurance – adding as Additional Insured

N/A – Seller is a distributor.

42. Environmental System, ISO 17025, ISO 14001, ISO 45001 OHSAS 18001

Seller is a distributor not a manufacturer. Seller adheres to all applicable US environmental laws, regulations, and best practices, however, there is no documented environmental system and no plan to implement at this time. We do not distribute hazardous product

43. ECCN, USML, Schedule B, HTS, TARIC, EUECCN, UNSPSC

Seller will provide Purchaser with proper ECCN, HTS, and/or the Schedule B number, if available. Any others on request. Due to complexity of the requirements, Seller does not provide any express or implied warranty on the accuracy of the provided information.

44. Environmental Laws, Conflict Minerals, CMRT, RoHS, REACH, WEEE, California Prop 65, China RoHS, Material declaration requests, Mercury, Asbestos, Persistent Organic Pollutants (POPs), PCB), polybrominated biphenyls (PBB), polybrominated diphenyl ether (PBDE); U.S. Toxic Substances Control Act (“TCSA)

Seller will comply only to the extent of our statements. Please visit here for statements & declarations https://www.directics.com/download-center/customers/
Seller is a independent distributor of off the shelf commercial product in the secondary market where traceability through the supply chain is unavailable. Seller does not design, manufacture, or control the content of any products and we are unable to certify country of origin of minerals or the content used by original component manufacturers of products distributed. Therefore, Seller cannot complete web links, spreadsheets, and/or sign off on customer letters or documents due to related liability issues.

We do have some capability to check compliance status based on part call out through our resources on request, and if available. Due to complexity of the requirements, seller does not provide any express or implied warranty on the accuracy of the provided information.

45. Waiver, Modifications, Amendments, Complete agreement

Deviations listed here will act as modification, waivers, & addendums to Purchaser terms and quality requirements and shall be binding.

46. Notices – Communication

Electronic communication such as email shall be an acceptable form of written communication and authorizations.

47. Language

All communications and submittals shall be in the English language.

48. Compliance with Laws

Seller complies with all applicable US laws and regulations only.

49. Legal Proceedings – Laws

The validity, enforcement, construction, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts of laws of other jurisdictions. The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Seller and Purchaser: (a) consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over the City and County of Tampa, Hillsborough and (b) waive any defense, whether asserted by motion or pleading, that venue in these courts is improper or an inconvenient venue.

50. Eye Exams, Medical requirements, Training

Seller employees & managers are responsible for ensuring they are fit and have the competencies to perform job requirements. Performance reviews are conducted by management to review performance and verify requirements are being met.

 

If you have any questions, oppositions, or concerns Seller would be happy to work with you towards a resolve.

Please contact [email protected] or call 813-835-3883 x228