Common use of COUNTERFEIT WORK Clause in Contracts

COUNTERFEIT WORK. For purposes of this clause, Work consists of those parts delivered under this Contract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). "Counterfeit Work" means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable. Seller agrees and shall ensure that (a) Counterfeit Work is not delivered to Buyer, (b) Seller shall only purchase products to be delivered or incorporated as Work to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain; unless authorized by Buyer, (c) Seller shall immediately notify Buyer with the pertinent facts if Seller becomes aware or suspects that it has furnished Counterfeit Work, (d) If requested by Buyer, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. In the event that Work delivered under this Contract constitutes or includes Counterfeit Work, Seller shall, at its expense, promptly replace such Counterfeit Work with genuine Work conforming to the requirements of this Contract. Notwithstanding any other provision in this Contract, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation Buyer's costs of removing Counterfeit Work, of reinserting replacement Work and of any testing necessitated by the reinstallation of Work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies Buyer may have at law, equity or under other provisions of this Contract.

COUNTERFEIT WORK. For purposes of The Seller shall not deliver counterfeit work, under this clause, Work consists of those parts purchase order. In the event that work delivered under this Contract that are purchase order constitutes or includes counterfeit work, the lowest level Seller shall, at its expense, promptly replace such counterfeit work with genuine work conforming to the requirements of separately identifiable items (e.g., articles, components, goods, and assemblies). "Counterfeit Work" means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptablethis purchase order. Seller agrees and shall ensure that (a) not furnish Counterfeit Work is not delivered Goods to Buyer, defined as Goods or separately-identifiable items or components of Goods that: (bi) Seller shall only purchase products to be delivered are an unauthorized copy or incorporated as Work to Buyer directly from the substitute of an Original Equipment Manufacturer or Original Component Manufacturer (OCM)/Original Equipment Manufacturer collectively, “OEM”) item; (OEM)ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design; (iv) have been re-worked, re-marked, relabeled, repaired, refurbished, or through an OCM/otherwise modified from OEM authorized distributor chaindesign but not disclosed as such or are represented as OEM authentic or new; unless authorized by Buyeror (v) have not passed successfully all OEM required testing, (c) verification, screening, and quality control processes. Notwithstanding the foregoing, Goods or items that contain modifications, repairs, rework, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked shall not be deemed Counterfeit Goods. Counterfeit Goods shall be deemed nonconforming to this Contract. Seller shall immediately notify implement an appropriate strategy to ensure that Goods furnished to Buyer with under this Contract are not Counterfeit Goods. Seller’s strategy shall include, but is not limited to, the pertinent facts if direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following: (i) the OEM’s original certificate of conformance for the item; (ii) sufficient records providing unbroken supply chain traceability to the OEM; or (iii) test and inspection records demonstrating the item’s authenticity. If Seller becomes aware or suspects that it has furnished Counterfeit Work, (d) If requested by BuyerGoods to Buyer under this Contract, Seller promptly, but in no case later than thirty (30) days from discovery, shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM. In the event that Work delivered under this Contract constitutes or includes Counterfeit Work, Seller shallnotify Buyer and replace, at its Seller’s expense, promptly replace such Counterfeit Work Goods with genuine Work conforming OEM or Buyer-approved Goods that conform to the requirements of this Contract. Notwithstanding any other provision in this Contract, Seller shall be liable for all costs relating related to the removal and replacement of Counterfeit Work, including without limitation Buyer's costs of removing Counterfeit Work, of reinserting replacement Work Goods and of any testing or validation necessitated by the reinstallation installation of Work authentic Goods after Counterfeit Work has Goods have been exchangedreplaced. The remedies contained in this paragraph are in addition to any remedies Buyer may have at law, equity Seller bears responsibility for procuring authentic Goods or under other provisions items from its subcontractors and shall ensure that all such subcontractors comply with the requirements of this ContractArticle.

COUNTERFEIT WORK. (a) For the purposes of this the clause, Work work consists of those parts delivered under this Contract Purchase Order that are the lowest level of separately identifiable items (e.g., e.g. articles, components, goods, goods and assemblies). "“Counterfeit Work" ” means Work work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable methodmethods. The term also includes approved Work work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable. (b) Seller agrees and shall ensure that (a) not deliver Counterfeit Work is not delivered to Buyer, Ultra under this Purchase Order. (bc) Seller shall only purchase products to be delivered or incorporated as Work work to Buyer Ultra directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain; . Work shall not be acquired from independent distributors or brokers unless authorized approved in advance in writing by Buyer, Ultra. (cd) Seller shall immediately notify Buyer Ultra with the pertinent facts if Seller becomes aware or suspects that it has furnished Counterfeit Work, (d) If . When requested by BuyerUltra, 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 of work or other provision included in the Purchase Order addressing the authenticity of work. To the extent such provisions conflict with this clause, this clause prevails. (f ) In the event that Work work delivered under this Contract Purchase Order constitutes or includes Counterfeit Work, Seller shall, at its expense, promptly replace such Counterfeit Work with genuine Work work conforming to the requirements of this Contractthe Purchase Order. Notwithstanding any other provision in this ContractPurchase Order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Work, including without limitation Buyer's Ultra’s costs of removing Counterfeit Work, of reinserting installing replacement Work work and of any testing necessitated by the reinstallation of Work work after Counterfeit Work has been exchanged. The remedies contained in this paragraph are in addition to any remedies Buyer Ultra may have at law, equity or under other provisions of this ContractPurchase Order. (g) Seller shall include paragraphs (a) through (e) and this paragraph (g) of this clause or equivalent provisions in lower tier Purchase Orders for the delivery of items that will be included in or furnished as work to Ultra. CONFLICT MINERALS – Seller agrees that no conflict minerals as defined by Section 1502 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and supplied by Seller hereunder originated in the Democratic Republic of the Congo or any adjoining country. LIMITATIONS ON QUANTITIES AND FABRICATION – Ultra will not accept nor assume any responsibility for materials, quantities, or units fabricated in excess of amounts than necessary to meet the authorized releases set forth on the Purchase Order. Additionally, product that is produced to a Flightline design authority specification, drawing, etc. shall not be produced or sold under any circumstances other than those described in the Purchase Order. Any unnecessary overrun parts shall be scrapped. INVOICES – Invoice at time of shipment and render separate invoices for each and every shipment. Email invoice(s) to: xxxxxxxxxxxxxxx@xxxxx-xxx.xxx. Freight and other charges must be shown if discount is not to be taken of full amount of invoice. Seller must show the method of transportation and whether the articles are sent prepaid or collect.