RIX Industries Flow Downs

2/11/2020

Description:

Counterfeit Work

Clause:

A) For purposes of this clause, Work consists of items delivered under this PurchaseOrder to the lowest level of separately identified parts (e.g. piece parts, electronic/electrical components, and assemblies). “Counterfeit Work” means Work thatis or contains items misrepresented as having been designed and/or manufactured underan approved process or method. The term also includes approved Work that has reached adesign life limit or has been damaged beyond possible repair, but is altered andmisrepresented as acceptable.B) SELLER agrees and shall ensure that Counterfeit Work is not delivered to MarottaControls, Inc.C) SELLER shall only purchase products to be delivered or incorporated as Work toMarotta Controls, Inc. directly from the Original Component Manufacturer(OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorizeddistributor chain. Work shall not be acquired from independent distributors orbrokers unless approved in advance in writing by Marotta Controls, Inc.D) SELLER shall immediately notify Marotta Controls Inc. with the pertinent facts if SELLER becomes aware or suspects that it has furnished Counterfeit Work. When requested by Marotta Controls Inc., SELLER shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM.E) This clause applies in addition to any quality provision, specification, statement ofwork or other provision included in this Purchase Order addressing the authenticity ofWork. To the extent such provisions conflict with this clause, this clause prevails.F) In the event that work delivered under this Purchase Order constitutes or includesCounterfeit Work, SELLER shall, at its expense, promptly replace such Work withgenuine Work conforming to the requirements of this Purchase Order. Notwithstandingany other provision in this Purchase Order, SELLER shall be liable for all costs relatingto the removal and replacement of Counterfeit Work, including without limitationMarotta Controls, Inc’s costs of removing Counterfeit Work and of any testingnecessitated by the reinstallation of Work after Counterfeit Work has been exchanged.The remedies contained in this paragraph are in addition to remedies Marotta ControlsInc. may have at law, equity or under other provisions of this Purchase Order.G) SELLER shall include paragraphs A) through E) and this paragraph G) of this clauseor equivalent provisions in lower tier subcontracts for the delivery items that will beincluded in or furnished as Work to Marotta controls, Inc.Materials, manufacturing and workmanship shall be of the highest quality. If you are able to supply the desired item with a higher quality than that of the items specified or proposed, you are requested to bring this fact to the immediate attention of the Purchaser.