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Terms and condition : supplier


Electronic Interconnect Corporation (EIC) (Buyer)


1. INTRODUCTION: These Standard Terms and Conditions of Purchase (this "Agreement") is made and entered into as of the last day executed below, by and between Electronic Interconnect Corp (EIC), and/or its affiliated business units (collectively, "EIC"), and the undersigned supplier ("Seller"). This Agreement shall govern the purchase and sale of all goods, materials, equipment and machinery ("Goods") purchased by EIC from Seller. This Agreement shall govern all purchase orders ("Purchase Orders") for the purchase of Goods by EIC from Seller. The terms and conditions set forth in this Agreement shall constitute the sole and exclusive agreement between EIC and Seller relating to the purchase and sale of the Goods, unless otherwise agreed by the parties. EIC here by gives notice that it object to and rejects any terms and conditions contained in any document which has been or may in the future be supplied by Seller to EIC which are in addition to, different from or inconsistent with the terms of this Agreement, whether such terms are set forth in Seller's tender, proposal, order acknowledgement, invoice or otherwise. EIC's acceptance of any Goods shall not be construed as an acceptance of any terms or conditions contained in any such document. Purchase Order Numbers must appear on all packing slips, bills of lading, freight bills, packages, invoices and correspondence.

2. PURCHASE ORDER ACKNOWLEDGEMENTS: Seller agrees to acknowledge individual Purchase Orders and contract releases within 24 hours of order placement. Acknowledgements will be in the form of email or fax back to the originating buyer.

3. CHARGES: EIC will not pay charges for boxing, crating or packaging and any material or fuel surcharges without prior agreement.

4. EIC FIXED ASSETS: EIC will retain ownership of any EIC fixed assets such as tooling, molds, fixtures and equipment that are built to provide components designed to EIC's part specifications and/other intellectual property. EIC and Seller may choose to negotiate payment for those fixed assets; however ownership to these assets and intellectual property surrounding the design of EIC specified material remains with EIC.

5. INSPECTION BY EIC AND ACCEPTANCE OF GOODS: EIC reserves the right to inspect the Goods subject to any Purchase Order prior to accepting them. It is understood and agreed that payment for the Goods subject to any Purchase Order shall not constitute acceptance. EIC may charge seller the expense of unpacking, examining, repacking, storing and reshipping any goods found defective or not in conformity with the terms, requirements, and/or specifications of any Purchase Order

6. DELIVERY; DEFECTIVE GOODS: If delivery is not expected to be made on time, Seller will notify EIC and will take all reasonable steps at Seller's own cost to expedite delivery. Notwithstanding the terms of shipment, the risk of loss of the Goods shall remain with Seller until actual delivery of such Goods to EIC's facility. Seller shall obtain EIC's prior written approval for partial shipments prior to shipment. EIC may retain all or any portion of Goods delivered under this Agreement and return, at Seller's sole cost and expense, those Goods not retained - all without waiver of any claim. All materials shall be suitably packed, marked, loaded, and shipped in accordance with the requirements of common carriers. All excess transportation charges resulting from Seller's failure to follow any routing instructions given by EIC shall be for Sellers account. Damage to any material not so packaged will be charged to the Seller. Goods rejected and returned shall not be replaced by Seller without prior written authorization by EIC. The Goods shall be subject to inspection and testing by EIC before and after receipt. Goods or equipment rejected or not purchased by EIC which utilize or carry any logo, insignia, name, trade name, trademark, trade dress, symbol, decorative sign, evidence of inspection or other related markings of EIC or any of its related entities shall have the same removed, not obliterated, prior to any sale, use, or disposition, if such sale or disposition is permitted by EIC. Payment for any Goods prior to inspection shall not constitute their acceptance by EIC.

7. TERMS OF PAYMENT: Terms of payment shall be Net 90 following the date of receipt of the Goods at EIC’S Containment’s facility or receipt of invoice by EIC, whichever occurs last. If more than one payment is required to be made hereunder, EIC may at its sole discretion, retain up to 10% of any or all installments until completion of the performance due hereunder, at which time the retained sums, less any sums deducted as a set-off or recoupment will be paid to Seller. If the terms granted herein contain any discount, the time for earning any such discount shall be computed from the later of the scheduled delivery date or the date an acceptable invoice is received. Payment is deemed made for purposes of earning the discount on any amount owing at any time to Seller or any affiliate of Seller. Any charges prepaid by Seller on behalf of EIC pursuant to this Agreement for which reimbursement is sought must be separately stated on the invoice and supported by appropriated receipts furnished to EIC.

8. ACCEPTANCE OF CONTRACT BY SELLER: This Agreement and any Purchase Orders issued hereunder constitute EIC's offer to purchase from Seller. This Agreement shall supersede all prior negotiations, discussions, and dealings, and shall constitute the entire agreement between EIC and Seller. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon EIC unless made in writing and signed on its behalf by a duly authorized representative of EIC and specifically references this Agreement. No conditions, custom, usage of trade, source of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Mistakes in prices, discounts, specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported immediately by Seller to EIC and Seller shall immediately remedy such mistakes by refunding incorrect charges to EIC, or correcting such other discrepancies, unless otherwise directed by EIC.

9. REPLACEMENT OR SUBSTITUTION: Seller may not replace Goods returned to them except upon written instructions from EIC. Seller may not substitute or back order Goods subject to this Agreement without the consent of EIC. EIC retains the right to return any good or piece of equipment that is deemed to be of unsatisfactory performance without penalty, for replacement or credit.

10. TITLE; RISK OF LOSS: Title and risk of loss of the Goods do not pass to EIC until the Goods are delivered to it. Seller must insure Goods from and after delivery to carrier until delivered to EIC.

11. MATERIAL TERMS: Seller acknowledges that all terms as to quantity, quality, and price, other specifications and time of delivery are material elements of this Agreement and each Purchase Order and must be strictly complied with. SELLER'S WARRANTIES: Seller warrants that the Goods subject to this Agreement are

  1. Of excellent quality;
  2. fit for the specific purpose for which they are intended;
  3. fit for the ordinary purpose for which such goods are used;
  4. Will pass without objection in trade under the contract description;
  5. Do not infringe upon or violate any intellectual property right of another party;
  6. comply with applicable federal and state laws; and that
  7. All warnings, labels or tags contain adequate and accurate information with respect to the use, safety, treatment, and handling of the goods. Seller warrants that for a period of one (1) year from the date a Good is delivered to EIC, such Good will be free from any defects in material and workmanship, in conformity with any applicable specifications, and title to such Goods shall be unencumbered. Payment for Goods will not constitute approval or acceptance of Goods or services by EIC. EIC's right of inspection will survive payment. EIC reserves the right to return, at Seller's expense, any defective or nonconforming Goods for shipments received contrary to this Agreement. If requested by EIC, Seller will, at EIC's option, refund the purchase price of the Goods, or correct or replace, at Seller's expense, the defective or nonconforming Goods within ten (10) days after notice by EIC to Seller. All costs in connection with or as a result of such defective or nonconforming Goods, including, without limitation, cost to transport the Goods from EIC to Seller and return shipment to EIC, will be borne by the seller. This warranty will then continue as to the corrected or replaced Goods for one (1) year after the date of delivery of the corrected or replaced

Goods to EIC. If Seller fails to repair or replace the defective or nonconforming goods at Seller's expense, rejected or nonconforming Goods will not be deemed delivered on-time unless corrected or replaced Goods are delivered within the on-time period applicable to the Purchase Order. Seller's warranties hereunder shall survive expiration or termination of this Agreement.

12. SITE INSPECTIONS: Upon forty-eight (48) hours’ notice, Seller shall allow authorized representatives of EIC (i) to inspect Seller's facilities and records at any time during normal business hours, and (ii) to make finished Goods or raw materials audits and prepare analytical data for quality control purposes with the assistance of the Seller's personnel. Seller shall not require EIC's representatives to sign any documents prior to entering such facilities, and Seller agrees that any such documents shall be void.

13. COMPLIANCE WITH APPLICABLE LAWS: Seller represents, warrants and covenants that all of the Goods, merchandise, and materials delivered and/or services rendered hereunder will be and will have been produced and/or provided in compliance with all applicable laws, rules, regulations, orders, treaties and other requirements of federal, state and local governments and agencies thereof, and that the Seller, Seller's business and all property used therein do and will comply with all applicable laws, rules, regulations, orders, treaties and other requirements of federal, state and local governments and agencies thereof. If any of the Goods are purchased for incorporation into products sold under a government contract or subcontract, the terms required to be inserted by that contract or subcontract shall be deemed to apply to this Agreement. All rating or certification requirements specified in such government contract or subcontract or of which the Seller has knowledge shall be complied with. Seller agrees to furnish EIC with a certificate of compliance with any such laws and certification requirements in such form as maybe requested by EIC. Seller shall, at its sole cost, secure and maintain all necessary licenses, permits, authorizations or other approvals required for the operation of Seller's business or any property used therein, or as necessary for Seller's performance hereunder. Seller shall immediately notify EIC in the event that Seller is not in compliance with any provision of this section.

14. INTELLECTUAL PROPERTY: Seller warrants that the Goods and the sale and use of them will not infringe any United States or foreign patents, trademarks, trade dress, copyrights, trade secrets or any other form of intellectual property, and Seller acknowledges that EIC patents, trademarks, trade dress, copyrights, trade secrets or any other form of intellectual property that EIC provides to the Seller are EIC's exclusive property and Seller disclaims all rights to same. Where payment is made for experimental, developmental, or research work, as such, to be performed in accordance with special requirements of EIC, Seller agrees to disclose and on request to assign to EIC each invention, property right, confidential process or know-how and trade secret resulting therefrom or other form of intellectual property and Seller shall disclaim all rights to same. All drawings, art work, special products, materials, information or data furnished by EIC and all intellectual property resulting from this Agreement (as referenced in the foregoing sentence) are EIC's exclusive property, shall be used by Seller only for EIC's work. Seller agrees to hold all information and knowledge of intellectual property confidential. EIC will market, distribute and/or sell Goods under its own trademark and trade name. EIC has the right to use any of the Seller's marks, names, other trade identities, copyrighted works or intellectual property, to the extent that Seller has incorporated such property in or used such property in manufacture of the Goods supplied by the Seller to EIC. Fully executed Non-Disclosure Agreements are evergreen and do not expire.

15. INSURANCE: SELLER agrees to carry insurance covering product liability and general liability in amounts of not less than $5,000,000.00 per occurrence. All such policies shall provide for at least thirty (30) days prior written notice to EIC, of cancellation, non-renewal or material change in terms and conditions of coverage. At EIC's request, Seller will provide EIC with a certificate or certificates of insurance evidencing such coverage.

16. FORCE MAJEURE: EIC and Seller shall not be liable for any delay or failure of performance due solely to strikes, lockouts, or other labor disputes, fires, acts of God or other causes beyond the affected party's reasonable control; provided, the affected party shall have given notice to the non-affected party of any such cause for delay or anticipated delay promptly following the commencement thereof and shall have used the affected party's best efforts to make or accept deliveries, as the cast may be, as expeditiously as possible. If EIC believes that the delay or anticipated delay in Seller's deliveries may impair EIC's ability to meet its production schedules or may otherwise interfere with EIC's operations and such delay may last for a period of time that exceeds ten (10) days, EIC may at its option, and without liability to Seller, immediately terminate this Agreement and any Purchase Order. In the event of a shortage, Seller agrees to allocate its total available supply of Goods among EIC and Seller's other customers, if applicable, on a fair and equitable basis.

17. CANCELLATION, TERMINATION AND SUSPENSION: EIC reserves the right to cancel all or any part of the undelivered portion of a Purchase Order. This Agreement shall continue in full force and effect for one year from the date last executed below, and shall then automatically renew on an annual basis for additional one-year terms unless either party provides written notice to the other of its intent not to renew this Agreement at least 60 days before this Agreement would otherwise renew. This Agreement may be terminated by EIC at any time upon written notice when there are no outstanding Purchase Orders under this Agreement or upon 30 days' prior written notice to Seller. This Agreement may be terminated by EIC or by the Seller at any time immediately upon written notice in the event of the other party's material breach of any term or provision of this Agreement, any Purchase Order, or upon the occurrence of any of the following events:

  1. Such other party makes an assignment for the benefit of creditors, or is subject to any voluntary or involuntary provincial or federal receivership, insolvency, or bankruptcy proceedings, or becomes unable, or admits in writing its inability to meet its obligations as they mature;
  2. The cancellation, suspension or other revocation of licenses, permits or authorizations necessary for such other party to conduct its business in accordance with this Agreement;
  3. Such other party makes any materially false or misleading statement, representation or claim;
  4. Such other party fails to prosecute the work so as to endanger performance of this Agreement;
  5. Dissolution or liquidation of such other party; or
  6. Such other party's failure to pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice

CANCELLATION FEES: will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this Agreement, upon termination, cancellation or expiration of this Agreement, Seller shall immediately cease use of any of EIC's intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Agreement is cancelled due to an event caused by the Seller or resulting from the Seller's acts or omissions, EIC may complete Seller's performance by such reasonable means as EIC determines, and Seller shall be responsible for, and shall indemnify EIC against any damages and reasonable costs, including, without limitation, attorneys' fees incurred by EIC as a result thereof. Any amounts due Seller for Goods, work and other items delivered or provided by Seller in full compliance with the terms of this Agreement prior to such event shall be subject to set-off of EIC's additional costs of completion this Agreement and other damages incurred by EIC as a result of Seller's actions or omissions. For purposes of calculating any volume incentive, any Purchase Orders cancelled by EIC as a result of late delivery or other breach of this Agreement will be counted as made, delivered and purchased by EIC. EIC reserves the right from time to time, upon written notice to Seller, to suspend and reinstate execution of the whole or any part of this Agreement without invalidating any provision of this Agreement.

SUPPLY PROTECTION: In order to ensure continued supply of Goods to EIC, Seller agrees to work closely with EIC in the event of a work stoppage at a Seller's facility or approved subcontractor's facility. Prior to the expiration of any labor contract affecting Seller's ability to supply Goods, Seller, at its expense will fabricate and locate in an area that will not be affected by any labor disruption an inventory of finished Goods equivalent to EIC'S consumption of one (1) month. In addition, Seller will assist EIC in locating and evaluating competent suppliers to ensure continued supply during such work stoppage. In the event Seller breaches this Section, and EIC elects to purchase products from a third party, EIC may deduct from payment of any future invoice(s) from Seller any differences between the third party purchase price and what EIC would have had to pay for such Goods under this Agreement during such period.

18. AVAILABILITY OF PARTS: During the term of this Agreement and for a period of ten (10) years thereafter, Seller shall make available to EIC repair parts for all Goods furnished under this Agreement. For the first five (5) years, prices for repair parts shall remain at current prices at time of execution of this Agreement; thereafter, prices shall be mutually agreed upon by the parties. Seller shall give one (1) year prior written notice to EIC in the event Seller will be unable to supply such parts and will use its best efforts to assist EIC in obtaining a reasonable alternative source of supply in accordance with this Agreement; provided, however, Seller's inability to provide such parts shall be a default of this Agreement. Without waiving any of its rights or remedies under this Agreement by law, EIC may, at its sole option, require Seller to provide EIC with drawings required to either manufacture or buy such parts and technical information or any other intellectual property or license or their rights Seller may have so that EIC can manufacture or obtain such parts from other sources. The technical drawings and specifications shall include, by example, and not by way of limitation:

(a) manufacturing drawings and specifications of raw materials and components comprising such parts;

(b) manufacturing drawings and specifications covering special tooling, fixtures, and the operation thereof;

(c) a detailed list of all commercially available parts and components purchase by Seller on the open market disclosing the part number, name and location of the supplier and price lists, for the purchase thereof; (d) in-depth test specifications and procedures describing the methods of testing and repairing the material, and;

(e) instruction consisting of knowhow and how necessary to fully use (a) thru (d).

19. PROPRIETARY INFORMATION: All information that is furnished by one party to another party pursuant to this Agreement ("Proprietary Information") will be subject to the following restrictions. Each party agrees that it will use all Proprietary Information disclosed to it by the other only in the manner contemplated in this Agreement and for no other purpose, disclosing Proprietary Information only to those of its officers, employees, agents, independent contractors or advisors ("Representatives") as will be directly concerned with performance under this Agreement, and provided such Representatives do not disclose any Proprietary Information to any third party and have agreed in writing to keep such Proprietary Information confidential in accordance with this Section. Except as provided above, each party agrees that it will not disclose Proprietary Information to any other person or entity without the express, prior written consent of the other party. Each party agrees that it will protect the confidentiality of Proprietary Information, but with no less than reasonable care, and will return all copies (in any medium recorded) of Proprietary Information to the disclosing party immediately upon written request. The parties agree that Propriety Information shall be considered commercial secrets qualified for protection under applicable law. The parties shall have no obligation to protect the confidentiality of Propriety Information that (a) can be demonstrated to have been known to the receiving party prior to the execution of this Agreement and was not acquired directly or indirectly from the disclosing party of from a third party under continuing obligation of confidentiality; (b) can be demonstrated to have been in the public domain as of the date of this Agreement or comes into the public domain during the term of this Agreement through no fault of the receiving party; or (c) can be demonstrated to have been independently developed by personnel of the receiving party who have no substantive knowledge of the Proprietary Information. The provisions of this section shall not apply to the disclosure of Propriety Information to any government, any agency or department thereof, or any stock exchange to the extent required by law, any relevant stock exchange rules, provided that the party being required or requested to make such disclosure shall immediately notify the other party of such requirement and the terms thereof prior to such disclosure so that an appropriate protective agreement or order may be sought or other arrangement put in place prior to the disclosure of the Proprietary Information. The other party shall have the right to petition to the agency, department or stock exchange concerned regarding such disclosure and to seek confidential treatment of any discretion. The foregoing obligations will survive termination this Agreement and will remain binding on each party, its respective affiliates, successors and assigns forever. This Agreement is designated as Proprietary Information subject to this section. EIC is granted permission by Seller to disclose this Agreement to any of its affiliates or subsidiaries.

20. FINANCIAL INFORMATION: Should EIC have concerns about Seller's financial condition and/or ability to supply hereunder, Seller shall supply information requested by EIC which EIC feels is necessary to address said concerns.

21. PARAMETRIC DATA: Seller shall provide such information concerning parts, materials, weight and other items requested by EIC and in the format specified by EIC. Seller shall also provide, at EIC's request, certificates of origin, certificates of compliance, and other related documentation in the format specified by EIC. EIC internal part numbers to be visible on all compliance reports.

22. CHANGES: EIC reserves the right from time to time to change any specifications, drawings, delivery dates, quantities and items covered by this Agreement and any Purchase Order. If such change would materially affect the price or delivery date, EIC and Seller shall mutually agree upon an equitable adjustment in the price and/or delivery date to reflect the effect of such change; provided the Seller shall have notified EIC in writing of any claim for such adjustment within thirty (30) days from the date of such notice from EIC. Seller shall not suspend performance of this Agreement while EIC and Seller are in the process of making such changes and any related adjustments. No substitutions shall be made without the prior written approval of EIC. Seller agrees that it will not make any process or manufacturing changes which might affect the performance, characteristics, reliability or life of the Goods without prior written approval of EIC.

23. SUPPLY CHAIN SECURITY: Seller warrants that it has reviewed its supply chain security procedures and that these procedures and their implementation are in accordance with the criteria set forth by the Customs-Trade Partnership against Terrorism ("CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT)") program of the US Bureau of Customs and Border Protection. Specifically, Seller warrants that it is applying CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT) prescribed inspectional methods prior to loading of the transport conveyance; is maintaining secure control over its loaded and empty transport conveyances; is controlling and applying certified high security seals for securing transport conveyance doors; and is ensuring that its business partners are observing the criteria set forth by C-TPAT. If Seller is enrolled in any supply chain security accredited programs, such as C-TPAT or other similar programs that may exist in the country of the Seller, the Seller shall provide EIC with documentary evidence of such enrollment. Seller agrees to conduct an annual security audit at one of its facilities and to take all necessary corrective actions to ensure conformity with CUSTOMS-TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT) standards.

24. INDEMNIFICATION: Seller will indemnify and hold harmless, EIC and its affiliates, and their successors, assigns, employees, officers, directors, agents and representatives (the "Indemnified Parties") against any and all suits, liabilities, losses, damages, judgments, costs or expenses including, without limitation, legal fees and court costs (collectively, "Damages") as a result of any claim or action arising out of:

  1. any actual or alleged illness or death of or injury to any person, any actual or alleged damage to or destruction of any property, or any other actual or alleged damage or loss whatsoever, resulting or alleged to result in whole or in part from any actual or alleged defect in any Goods or work covered by this Agreement;
  2. breach by Seller of any provision of this Agreement or any warranty of Seller contained in this Agreement;
  3. Connection with the design, development, manufacture, distribution, sale, use or repair of the Goods, whether the claim be based upon a theory of breach of contract or warranty, negligence, strict liability, other tort, infringement, misappropriation or any other legal theory; or >
  4. Result of any suit, claim or demand of any environmental, health, safety or other laws, rules, regulations or requirements including, without limitation, the Comprehensive Environment Response Compensation Liability Act, 42 U.S.C 9601 et seq, as amended, in connection with the manufacture, distribution, transportation, storage, use or disposal of Goods or of raw materials by Seller. If Seller's performance requires Seller, its employees, agents or representatives to perform services or labor in the plants or on the premises of EIC, its agents, customers or users, Seller agrees to indemnify and hold harmless the Indemnified Parties against all Damages for injury or damage to person or property arising out of such performance, except to the extent caused solely by EIC. Seller agrees that it will, when requested and given reasonable notice of pendency of such suits, claims or demands, assume the defense and costs of the Indemnified Parties against any such suits, claims or demands. Additionally, Seller expressly and specifically waives all immunity that may be afforded Seller under the Worker's Compensation laws of the any state or jurisdiction. The Indemnified Parties' Damages will include, without limitation, the cost to replace the Goods or work covered by this Agreement and any consequential damages, including, but not limited to, loss of profits and claims made by the Indemnified Parties' customers. Seller will, if requested by an Indemnified Party, at Seller's own cost and expense, defend any such claim or action brought against an Indemnified Party or those using or selling EIC's products.

25. SELLER'S INSOLVENCY: EIC will have the right to cancel this Agreement without obligation or to require assurances of performance satisfactory to it in the event of the insolvency of the Seller.

26. WAIVER: Any waiver of strict compliance with the terms and conditions of this Agreement by EIC must be in writing and signed by EIC. Any such waiver will be strictly limited to its stated terms and shall not constitute a waiver of EIC's rights under any other provision of this Agreement, nor shall it be a waiver of EIC's right to strict compliance with the terms and conditions of this Agreement during future performance under the Agreement.

27. CUMULATIVE RIGHTS: EIC's rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies to which EIC is entitled to by law. The exercise of EIC of any right or remedy under this Agreement or under applicable law will not preclude EIC from exercising any other rights or remedies to which EIC is entitled to under this Agreement or by law. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement under any present or future law, rule, regulation or ordinance will not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue with the same force and effect as if such invalid or unenforceable provision had not been inserted in this Agreement.

28. AMENDMENT; TERMINATION: No modification or termination of this Agreement shall be binding upon EIC unless it is in writing and is signed by EIC and the Seller.

29. GOVERNING LAW; CONSENT TO JURISDICTION: This Agreement shall be governed by and construed in accordance with the law of the State of Illinois. EIC and Seller agree that any legal action or proceeding under or with respect to this Agreement may ONLY be brought in the courts of the State where EIC and its affiliated business units are located. The Seller expressly consents to personal jurisdiction in any of the above-mentioned forums and agrees to waive all defenses based on improper venue or inconvenient forum should an action be brought therein.

30. DOVER CODE OF CONDUCT: By execution of this Agreement, the Seller acknowledges to have read and agreed to the Dover Supplier Code of Conduct and to comply with the same during the term of this Agreement. A fully executed copy of this Agreement will remain on file at EIC on the Seller's behalf.

31. CONFLICT MINERALS: EIC shall have the right to audit Seller's due diligence and supply chain due diligence to confirm Seller's certification pertaining to conflict minerals. Supplier shall not provide any tantalum, tin, tungsten or gold or their derivative metals or minerals (the "minerals") mined from Democratic Republic of the Congo, Angola, the Republic of the Congo, Uganda, Rwanda, Burundi, Tanzania, Zambia, South Sudan and the Central African Republic where such minerals directly or indirectly finance or benefit illegal armed groups. Upon request, Supplier shall provide Customer with evidence of Supplier's due diligence performed in compliance with this provision.

32. STATEMENT OF EQUAL EMPLOYMENT OPPORTUNITY: EIC actively supports an Affirmative Action Program. EIC expects all of its suppliers to follow the same moral principles as mandated by government regulations. EIC affirmatively supports the equal employment, development and promotional opportunity for qualified minorities, females, disabled and veterans. During the performance of this Agreement (or any Purchase Order) the Seller agrees to comply with all Federal, State, and local laws respecting discrimination in employment and non-segregation of facilities including, but not limited to, requirements set out at 41CFR60-14.60-250-4 and 60-741.4, which equal opportunity clauses are hereby incorporated by reference. The Seller also agrees to abide by EO 13496. All disputes between buyer and seller shall be determined pursuant to the local law of the State of Illinois and venue for any such dispute shall be the Superior Court of cook county IL. As an additional requirements of the AS9100C Standard, the following applies to Suppliers of Electronic Interconnect Corp:

Record Retention

The supplier shall retain a complete set of all records, hard copy or electronic, related to the products supplied to Electronic Interconnect. These records shall be available to Electronic Interconnect on request. All records are to be legible, reproducible, and identified to the Electronic Interconnect Purchase Order. Records are to be stored and maintained in such a way that they are readily retrievable in facilities that provide a suitable environment to minimize deterioration or damage, and to prevent loss. This applies to Electronic Interconnect suppliers and their lower-tier suppliers. The retention period for all records shall be three (3) years minimum unless otherwise specified by the Purchase Order. Electronic Interconnect, our customers, government, or regulatory agency representatives shall have full access to review records as they pertain to the Purchase Order.

Right to Access

Electronic Interconnect, our customers, government, or regulatory agency representatives shall have the right of access to the applicable areas of all facilities, at any level of the supply chain involved in the Purchase Order. The supplier shall furnish reasonable support and access to manufacturing facilities, quality system documentation, quality records, third-party audit reports, and personnel responsible for implementing and maintaining the quality system.