TERMS & CONDITIONS

The preceding sections of this page govern sales made by CopperStar USA LLC to its customers. This section governs purchases made by CopperStar USA LLC from a supplier, vendor, contract manufacturer, or other provider of goods or services (“Supplier”). Where a Supplier is referred to this page by a CopperStar USA LLC purchase order, quote request, or other procurement document, this section is the section that applies.

Acceptance of a Purchase Order - A Supplier accepts a CopperStar USA LLC purchase order, and these terms, by any of the following: returning a written acknowledgement, beginning work, or shipping goods against the order. No signature is required for these terms to take effect. Acceptance of a purchase order by the Supplier does not by itself trigger any payment obligation of CopperStar USA LLC; deposit and progress payments become due on the payment schedule stated on the purchase order, measured from the date the purchase order was issued or from the milestone stated on it.

Binding Documents and Order of Precedence - Terms and conditions stated on the face of an individual CopperStar USA LLC purchase order are binding on the Supplier and apply in addition to the terms in this section. Where a purchase order differs from or conflicts with this section, the purchase order governs for that order. Where a supply agreement, master purchase agreement, or non-disclosure agreement has been signed by both parties, that agreement governs over this section, and the purchase order governs over both as to the commercial terms of that order. Terms proposed by a Supplier in a quote, order acknowledgement, invoice, click-through, or standard sales conditions do not apply and are expressly rejected unless CopperStar USA LLC accepts them in writing.

Governing Documentation - Drawings, 3D models, specifications, and written requirements furnished by CopperStar USA LLC at the time of quote are binding and govern acceptance of all goods delivered against the resulting purchase order.

Design for Manufacturability (DFM) Revisions - Where revisions to models, drawings, or specifications are issued as a result of design for manufacturability review, those revisions are equally binding and supersede the documentation furnished at the time of quote. The most recent revision accepted in writing by both parties is the “controlling revision” for purposes of acceptance. All DFM changes shall be documented and confirmed in writing before tooling is cut or production is released. Any change affecting fit, form, function, material, finish, cost, or delivery requires the prior written approval of CopperStar USA LLC.
Acceptance of Finished Goods - Goods must conform to the controlling revision in all respects. CopperStar USA LLC has thirty (30) days from delivery to inspect goods and to notify the Supplier in writing of any non-conformance; goods not rejected within that period are deemed accepted, subject to the Warranty below and to latent defects not reasonably discoverable on inspection. Payment for, or receipt of, goods does not by itself constitute acceptance. Goods that do not conform may be rejected at the discretion of CopperStar USA LLC, and the Supplier shall provide rework, replacement, or credit at no additional cost, including return freight.

First Article and Pre-Production Samples - Unless a purchase order states otherwise, first article and pre-production sample lines, including T1 samples, are supplied at no charge and must be submitted to CopperStar USA LLC for written approval before production is released. Production started before written sample approval is at the Supplier’s risk.

Tooling - Tooling purchased by CopperStar USA LLC, in whole or in part, becomes the property of CopperStar USA LLC upon final payment of the applicable tooling line, regardless of which party holds physical possession. The Supplier shall not use CopperStar USA LLC tooling to produce parts for any other party, shall maintain it in production-ready condition, shall identify it as the property of CopperStar USA LLC, and shall release it to CopperStar USA LLC or its designated party on request.
Delivery and Schedule - Ship dates stated on a purchase order are firm commitments. The Supplier shall notify CopperStar USA LLC in writing as soon as a delay is anticipated, together with a recovery plan and a revised date. A delay caused by the Supplier does not entitle the Supplier to additional cost.

Shipment Consolidation - Where a purchase order covers more than one line, finished goods shall be consolidated and released as a single outbound shipment in order to minimize freight cost, including consolidation of goods produced by the Supplier’s own suppliers or sub-tier vendors. Where lines carry different ship dates, the latest ship date on the order governs the consolidated shipment unless the purchase order states otherwise. Partial or split shipments require the prior written authorization of CopperStar USA LLC.

Freight, Tariffs, and Duties - The Supplier shall use the carrier or freight forwarder specified on the purchase order unless otherwise agreed in writing. Tariffs and duties are calculated at the time goods ship. Any tariff or duty amount shown on a purchase order is an estimate only and will be reconciled against the amount actually assessed, with supporting documentation provided to CopperStar USA LLC. Where the amount collected from CopperStar USA LLC exceeds the amount actually assessed, the difference shall be refunded by credit or payment within thirty (30) days of reconciliation. Where the amount actually assessed exceeds the estimate, the documented difference may be invoiced notwithstanding the Invoicing and Documentation section below.
 

Confidentiality and Intellectual Property - Drawings, models, specifications, and other technical or commercial information furnished by CopperStar USA LLC remain the confidential property of CopperStar USA LLC. Such information shall be used solely to fulfill the applicable purchase order, shall not be disclosed, reproduced, or shared with any third party without prior written consent, and shall not be used to produce, quote, or develop products for any other party. No license or ownership right is granted by the issuance of a purchase order.
Warranty - The Supplier warrants that all goods conform to the controlling revision and are free from defects in material and workmanship. This warranty runs for twelve (12) months from the date the goods are accepted or deemed accepted, and a purchase order may extend but not shorten that period. This warranty does not extend to a defect arising solely from the design furnished by CopperStar USA LLC, provided the Supplier identified the concern in writing during design for manufacturability review.

Invoicing and Documentation - Invoices must reference the CopperStar USA LLC purchase order number and must not exceed the quantities, unit prices, or extended amounts stated on that purchase order. Charges not authorized in writing on a purchase order will not be paid, except as provided in the Freight, Tariffs, and Duties section above. The purchase order number shall also appear on all packing slips, shipping documents, certifications, and related correspondence. Payment terms are as stated on the applicable purchase order.

Changes and Cancellation - CopperStar USA LLC may modify or cancel a purchase order, in whole or in part, by written notice. Where a change directed by CopperStar USA LLC materially affects the Supplier’s cost or schedule, the parties shall agree an equitable adjustment in writing before the change is implemented. In the event of cancellation, CopperStar USA LLC is responsible for goods already completed to the controlling revision and for documented work in process, and is not responsible for material, capacity, or labor committed by the Supplier beyond the scope of the purchase order. Any deposit or progress payment held by the Supplier in excess of that amount shall be refunded to CopperStar USA LLC within thirty (30) days of cancellation.
 

Compliance - The Supplier shall comply with all applicable federal, state, and local laws and regulations in the performance of a purchase order, including those governing labor, product safety, export, and country-of-origin marking and declaration.