Supplier Terms & Conditions of Purchase

The Havi Group LLC · Rev 2 · Effective October 7, 2026
Replaces Rev 1 (October 2025) for purchase orders issued on or after this date. Earlier purchase orders stay under Rev 1.

S-1 Agreement and acceptance

1. These terms apply to every purchase order (PO) from The Havi Group LLC ("Buyer") to the supplier named on the PO ("Seller").
2. Seller accepts the PO by signing it, confirming it in writing, shipping any part of it, or accepting payment, whichever comes first.
3. If documents conflict, this order controls: (a) the PO’s face and special instructions, (b) these terms, (c) Seller’s quote. Seller’s own terms don’t apply unless Buyer agrees in writing.

S-2 Prices and payment

1. Prices on the PO are firm. No added charges (fees, surcharges, freight) unless the PO shows them.
2. Payment follows the terms on the PO: Prepay (Paid in Full), 50/50, 30/70, or Net 30/45/60. Net terms run from the date of Seller’s correct invoice.
3. For a new Seller, Buyer sends a $1 test payment first. Full payment follows after Seller confirms receipt.
4. Bank details are confirmed by phone, using a number Buyer finds independently. Buyer won’t act on bank changes received only by email. Any change means re-verification before the next payment.
5. Invoices must show the PO number and Buyer’s order number (HAVI###).

S-3 Quantity and delivery

1. Ship the exact quantity on the PO. No overshipments or undershipments unless the PO allows a variance. Extra units may be returned at Seller’s cost.
2. Ship by the date on the PO. Time is of the essence.
3. Tell Buyer in writing as soon as Seller knows a shipment will be late, with a new ship date.
4. Partial shipments only with Buyer’s written OK.

S-4 Conforming parts and drawing revision

1. Parts must be the exact manufacturer and part number on the PO. No substitutions, alternates or equivalents without Buyer’s written approval.
2. If the PO names a drawing, specification or revision (including amendments), parts must be built to that exact revision.
3. Parts built to the wrong drawing or revision are nonconforming. Seller gives a full refund, including all shipping both ways, or replaces them at Buyer’s choice (S-10).
4. Additive manufacturing (3D printing) is not allowed unless the PO says so.

S-5 Certificate of Conformance and traceability

1. Every shipment includes a Certificate of Conformance (CoC) showing: manufacturer name and CAGE code, manufacturer part number, Buyer’s PO and HAVI number, quantity, lot or date code, date of manufacture, and cure date or shelf-life date if applicable. If built to a drawing, the CoC states the drawing number and revision.
2. Each PO line ships from one manufacturer’s lot unless Buyer approves otherwise before shipment.
3. Seller provides traceability to the original manufacturer on request: the manufacturer’s CoC, an authorized-distributor letter, or the purchase records.
4. Seller keeps these records for at least 3 years after final payment and gives Buyer or the Government access on request.

S-6 Counterfeit parts

1. Seller won’t deliver counterfeit or suspect counterfeit parts.
2. Electronic parts must come from the original manufacturer or its authorized distributor, as DFARS 252.246-7008 requires.
3. Seller tells Buyer in writing within 5 business days of learning that any part delivered may be counterfeit.
4. Seller replaces counterfeit or suspect parts at its own cost and pays the cost of removal, re-inspection and any Government charges.

S-7 New surplus (NS) material

Applies only when the PO’s Condition column says New Surplus (NS). "New" and "Factory New" both mean new from the manufacturer or its authorized distributor, never surplus, used or refurbished.

1. Seller must say in writing that the material is surplus. Surplus is never sold as "new" (FAR 52.211-5).
2. Every unit must carry the same original Government contract number on its label. Mixed or missing contract numbers are nonconforming.
3. Every unit must be in usable condition: no rust, corrosion, damage, or missing pieces, and within any shelf-life limit.
4. Seller provides proof of Government origin: the DTID (Disposal Turn-In Document), DD Form 1348-1A, or the Government sale record, plus photos of each unit’s label.
5. Seller confirms the material wasn’t altered, reconditioned or repaired.

S-8 Quality system and source inspection

1. When the PO requires it, Seller must hold the quality system named (for example ISO 9001 or AS9100).
2. Buyer, its customer, and the Government (including DCMA, the Defense Contract Management Agency) may inspect parts and records at Seller’s facility before shipment.
3. Seller gives reasonable access and help for those inspections at no extra charge.

S-9 Inspection, acceptance and rejection

1. Buyer inspects parts when they arrive. Payment is not acceptance.
2. Final acceptance happens only when the Government accepts the parts under Buyer’s prime contract.
3. If the Government rejects parts, or issues a Quality Notification or Supply Discrepancy Report, because of Seller’s nonconformance, Seller pays the cost to fix it (S-10). This includes latent defects found later (FAR 52.246-2(k)).

S-10 Returns and refunds

1. For nonconforming parts, Buyer chooses: full refund, or replacement within 10 days.
2. Refunds are due within 10 business days of Buyer’s notice.
3. Seller pays shipping both ways and any Government fees or repackaging costs caused by the nonconformance.
4. Conforming parts are not returnable unless both sides agree in writing.

S-11 Packaging, shipping and risk

1. Pack parts to arrive undamaged by commercial carrier. If the PO calls for MIL-STD-2073 packaging or MIL-STD-129 marking, follow it exactly.
2. Include a packing slip with the PO number, part number and quantity.
3. Title and risk of loss pass to Buyer when parts are delivered to Buyer’s address, unless the PO says otherwise.

S-12 Warranty

Seller warrants for 12 months after Government acceptance that the parts conform to the PO, are free from defects in material and workmanship, are new (unless disclosed surplus under S-7), and carry good title. This is in addition to any manufacturer warranty.

S-13 Government flow-down clauses

Buyer sells to the U.S. Government. These clauses apply to Seller as they appear in the FAR and DFARS on the date of Buyer’s prime contract. Where they say "Government" or "Contracting Officer," read "Buyer" where needed for Seller’s obligations to make sense.

S-14 Rated orders (DPAS)

Applies only when the PO’s priority box shows a DO or DX rating. That PO is a rated order certified for national defense use, and Seller must follow the Defense Priorities and Allocations System regulation (15 CFR part 700). Seller must accept or reject it in writing within 15 working days for a DO rating, or 10 working days for a DX rating.

S-15 Controlled information and export

1. Drawings and data Buyer sends that are marked CUI, carry a Distribution Statement B through F, or carry an export warning must be protected, used only for the PO, and not shared.
2. Seller returns or destroys them when the PO is complete, if Buyer asks.
3. Seller follows U.S. export laws (ITAR and EAR) for any export-controlled part or data.
4. Buyer’s customer, contract and end-user information is confidential. Seller won’t use it to contact Buyer’s customer or sell the same item to them directly.

S-16 Changes and cancellation

1. Only Buyer’s written change to the PO is valid.
2. Buyer may cancel the PO if Seller fails to deliver on time or ships nonconforming parts.
3. If the Government cancels or terminates Buyer’s contract, Buyer may cancel the PO. Buyer then pays only for conforming parts already shipped, or Seller’s documented costs for work done before notice. No lost profit.

S-17 Responsibility for losses

Seller covers Buyer’s losses, costs and Government charges caused by Seller’s late delivery, nonconforming or counterfeit parts, or breach of these terms.

S-18 General

1. Texas law governs. Disputes go to courts in Travis County, Texas.
2. Seller may not assign the PO or subcontract the whole order without Buyer’s written OK.
3. Seller is an independent contractor.
4. If a term is unenforceable, the rest stays in effect. Headings are for convenience only.
5. Notices: The Havi Group LLC, 5900 Balcones Drive, Suite 100, Austin, Texas 78731, or michael@thehavigroup.com.

S-19 When Seller gets it wrong (Buyer’s remedies)

1. Everything on the PO is a requirement. The part number, manufacturer and CAGE, condition, quantity, required ship date, drawing revision, and every checked requirement are conditions of the order, not suggestions. Shipping or accepting payment means Seller agrees to all of them.
2. What counts as a default:

These are Buyer’s options, not automatic results. A late or nonconforming shipment does not cancel the PO by itself; the PO stays in effect unless Buyer cancels it in writing. Choosing one remedy doesn’t give up the others.

3. Seller pays the costs. Return shipping, inspection, repackaging, any Government charges, and any extra Buyer pays to buy replacement parts elsewhere ("cover").
4. Prepayment is refundable. Any money Buyer pays before delivery (prepayment or deposit) is paid only in exchange for conforming parts shipped on time. If Seller defaults under this section, or cancels or can’t fill the order, Buyer is entitled to a full refund of every amount paid, by the same payment method, within 10 business days of Buyer’s written demand. A credit or store balance is not a refund unless Buyer agrees in writing. Late refunds accrue interest at 1.5% per month, or the highest rate Texas law allows, if lower.
5. Accepting a shipment waives nothing. Paying for or receiving parts doesn’t give up Buyer’s rights if a problem is found later, including when the Government rejects them.
6. Set-off. Buyer may subtract what Seller owes under this section from any amount Buyer owes Seller.
7. These remedies add to Buyer’s rights under Texas law (Texas Business & Commerce Code, Chapter 2).
8. Collection costs. If Buyer has to take action to recover money or enforce these terms, Seller pays Buyer’s reasonable attorney’s fees, court costs and collection costs.