OUR COMMITMENT TO QUALITY

We are proud to be ISO9001:2015 certified, with our original ISO certification being in 1994.

We realize that ISO 9001 is just one part of a healthy quality system. However, it is an integral one that must be maintained and updated on a daily basis. All our procedures are kept under document control. Scheduled internal audits take place on a regular basis and are documented accordingly. Customized software has been integral in helping NRC stay competitive above and beyond the ISO standard.

While we welcome outside audits of a confirming nature from our customers, the TUV (our official registrar) is known throughout the world as a top rate registrar. They are fully accredited by ANAB.

ITAR 

NRC Electronics is proud to be ITAR registered.  This designation reflects our adherence to U.S. government requirements for managing sensitive and defense related technologies, ensuring that all projects are handled with the utmost care and responsibility. Our commitment to ITAR standards highlights our focus on safeguarding critical information while consistently delivering dependable, high-quality electronic solutions.

Quality Policy

NRC Electronics is committed to fulfilling customer and other applicable requirements by continuously using innovative technology, providing our customers with excellent services, pricing transparency, and exceeding our customer’s demands. This will be accomplished through continually improving our services and internal processes and fulfilling our Quality Objectives as defined in our Quality System.

Terms and Conditions

Our Commitment

We have a zero-tolerance approach to modern slavery, including forced labor, human trafficking, debt bondage, and child labor.  We are committed to acting responsibly and promoting ethical practices within our business relationships.

The purchase of products or services ("Products") by NRC Electronics,  and its divisions, subsidiaries, and affiliates ("Distributor") are subject to these terms and conditions (“Agreement”) regardless of other or additional terms or conditions that conflict with or contradict this Agreement in any purchase order, non-negotiated document, quote, acknowledgement, or other communication. Preprinted terms and conditions on any document of supplier (“Supplier”) and/or Distributor’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. If the parties have a negotiated agreement for the relevant Products, such terms will govern and supersede these terms and conditions. 
 

1. Distribution Rights 

Supplier grants Distributor a non-exclusive, non-assignable right to sell Products within the agreed territory, as defined in the Product List and Assigned Territory exhibits. Product scope may only be modified by mutual written agreement. 
 

2. Pricing 

Supplier shall provide pricing in USD.  
Supplier will provide:  
90 days’ notice for price increases, with Distributor entitled to purchase at prior pricing during that period.  
60 days’ notice for price decreases, with Distributor entitled to immediate benefit.  
Distributor is entitled to retroactive and prospective pricing adjustments for any reduced pricing offered to end customers, including credits on unsold inventory and open purchase orders.  
Supplier shall not offer Products to third parties at pricing lower than that offered to Distributor.  

3. Payment Terms 

Standard terms:  
Net 90 (domestic)  
Net 120 (international)  
Supplier invoices upon shipment.  
 

4. Marketing & Branding 

Supplier shall:  
Support Distributor with marketing, technical, and promotional materials  
List Distributor as an authorized distributor  
Provide website linkage to Distributor  
Distributor may use Supplier branding for commercial purposes.  
Cooperative marketing (co-op/MDF) support to be provided where mutually agreed.  
 

5. Product Changes & Discontinuation 

Supplier shall provide 90 days’ notice for any product additions, modifications, or discontinuations. Distributor may return affected inventory for full refund. 
 

6. Shipping & Inventory 

Shipping terms determined per order (e.g., FOB, EXW, drop shipment)  
Distributor maintains inventory under applicable quality and regulatory standards (ISO9001, ITAR, AS9120, bonded warehouse)  
Distributor retains right to reschedule orders within 7 days of ship date  
 

7. Purchase Orders 

Purchase Orders become binding upon Supplier acknowledgment  
Supplier must respond within 5 business days  
Distributor may cancel or modify orders without penalty if Supplier fails to meet delivery commitments (excluding agreed customized products)  
 

8. Warranty 

Supplier warrants that Products: 
Comply with all applicable laws and standards  
Are free from defects for 1 year from delivery  
Are suitable for resale and free of encumbrances  
Remedies include: 
Repair, replacement, or refund at Distributor’s discretion  
Supplier covers all associated logistics costs  
 

9. Returns 

Quality-related returns: Full refund including tariffs, freight, and associated costs  
Non-quality returns: Permitted up to 5% of prior purchase volume (Distributor bears freight)  
 

10. Quality & Corrective Action 

Supplier shall: 
Maintain ISO9001-compliant quality systems  
Comply with defined Corrective Action timelines:  
48-hour acknowledgment  
14-day initial response  
30-day resolution  
Failure to comply constitutes material breach. 
 

11. Counterfeit Prevention 

Supplier warrants all products are: 
Authentic  
Traceable  
Compliant with AS5553/AS6081 (as applicable)  
Supplier bears full responsibility for counterfeit-related costs and remediation. 
 

12. Audit Rights 

Distributor may audit Supplier’s: 
Quality systems  
Traceability  
Compliance processes  
Inventory controls  
Failure to permit audit constitutes material breach. 
 

13. Indemnification; Warranties; Specifications and Notices.


    a. Supplier Indemnification. Supplier hereby agrees to indemnify and hold harmless Distributor and its affiliates, directors, officers, employees, agents, and insurers (collectively, the “Indemnitee(s)”) from and against any and all third-party claims, demands, actions, losses, expenses, damages, liabilities, costs (including interest, penalties and reasonable experts’ and attorneys’ fees) and judgments (collectively, “Losses”) arising out of or substantially related to: (i) alleged bodily injury, property damage or any other damage or injury to the extent allegedly caused by, contributed by, or associated with any of the Products covered by this Agreement, (ii) any alleged acts or omissions of Supplier and its employees and agents acting under its control or supervision, (iii) the alleged direct or contributory infringement of any intellectual property right, including any patent, trademark, copyright or trade secret right, by (A) any of the Products; (B) the packaging, instructions and other materials supplied therewith; or (C) their contemplated uses; (iv) the alleged inducement of infringement of any such intellectual property right by the inclusion of any of the Products in its approved list of products and its other normal business conduct related thereto; and (v) any breach by Supplier of this Agreement.
    b. Distributor Indemnification.  Distributor hereby agrees to indemnify and hold harmless Supplier and its affiliates, directors, officers, employees, agents, and insurers from and against any and all Losses arising out of Distributor’s breach of this Agreement.
    c. Warranties and Published Specifications. Supplier hereby warrants that all Products supplied hereunder shall be free and clear of all liens and encumbrances, that Supplier has good and merchantable title, and that each of the Products shall be free from defects in material and workmanship and shall conform to agreed-upon specifications and Supplier’s representations regarding the functions and uses for which the Product is marketed. Distributor further represents and warrants that none of: (a) the Products; (b) the packaging, instructions and other materials supplied therewith; nor (c) their contemplated uses will directly or contributorily infringe any intellectual property right, including any patent, copyright, trademark, or trade secret right.  In the event any of Supplier’s warranty documents (“Warranty Documents”) contains a limitation of liability, such limitation of liability shall not apply to Supplier’s indemnification obligations under this Section and to the extent such Warranty Documents contain a limitation on the amount of damages that may be paid to a customer, such limitation shall not apply with respect to Supplier’s indemnification obligations as set forth herein.
    d. Insurance. Supplier shall maintain adequate products liability, general public liability, workers’ compensation, and property damage insurance against any claim or claims which might or could arise regarding Products purchased from it under the Agreement. Supplier shall make Distributor a named additional insured in Supplier’s insurance policy containing the required coverage. When requested by Distributor, an insurance certificate indicating the foregoing coverage, issued by an insurance company licensed to do business in the relevant state or states and signed by an authorized agent, shall be furnished to Distributor. Supplier shall provide Distributor with at least thirty (30) days prior written notice of any cancellation or material modification of such insurance.

14. Pricing Protection & Programs 

Most Favored Nation: Supplier shall provide pricing no less favorable than any comparable distributor  
Ship From Stock & Debit (SFS&D):  
Supports competitive pricing situations  
Requests deemed approved if no response within 5 business days  
Supplier to issue credits within 30 days  
 

15. Stock Rotation 

Supplier shall allow 10% stock rotation every six (6) months for eligible inventory. 

 
16. Confidentiality 

Confidential Information. For the purposes of this Agreement, confidential information (“Confidential Information”) shall mean all proprietary, secret or confidential information or data relating to any party hereto and their respective operations, employees or services.

Protection of Confidential Information. Distributor and Supplier acknowledge that the other party may disclose Confidential Information to each other in connection with this Agreement. If Distributor or Supplier receives Confidential Information, it shall: (i) maintain the Confidential Information in strict confidence; (ii) use at least the same degree of care in maintaining the secrecy of the Confidential Information as it uses in maintaining the secrecy of its own proprietary, secret, or confidential information, but in no event less than a reasonable degree of care; (iii) use Confidential Information only to fulfill its obligations under this Agreement; and (iv) return or destroy all documents, copies, notes, or other materials containing any portion of the Confidential Information upon request by Supplier or Distributor (as applicable).

Agreement Confidentiality. Neither Supplier nor Distributor shall disclose the terms of this Agreement to any other person or entity outside its organization and affiliates other than as otherwise permitted hereunder. Neither party shall make any public announcement concerning the terms of this Agreement unless such party receives prior written approval by the other party.

Limitation on Obligation. Distributor and Supplier shall have no obligation concerning any portion of the Confidential Information which: (i) was known to it before receipt, directly or indirectly, from the disclosing party; (ii) is lawfully obtained, directly or indirectly, by it from a non-party which was under no obligation of confidentiality; (iii) is or becomes publicly available other than as a result of an act or failure to act by the receiving party; (iv) is required to be disclosed by the receiving party by applicable law or legal process; or (v) is developed by the receiving party independent of the Confidential Information disclosed by the disclosing party. In addition to the foregoing, and notwithstanding anything to the contrary contained herein, Distributor may publicly identify Supplier (and use Supplier’s logo and any other trademarks in connection with the same) as a contracted Supplier in marketing materials.  The receiving party shall not disclose any portion of the Confidential Information to any person except those of its employees and affiliates having a need to know such portion to accomplish the purposes contemplated by this Agreement.

17. Limitation of Liability 

    a. Governing Law and Venue. In the event of any dispute arising out of this Agreement, whether at law or in equity, the validity, construction and enforcement of this Agreement shall be governed in all respects by the laws of the State of New York (without regard to conflict of laws provisions) and venue shall be proper only in a court of competent jurisdiction located in the city, state and county of New York.  The parties agree to be subject to personal jurisdiction in and consent to service of process issued by a court in which venue is proper as defined in this Section.
    b. Modification and Waiver. No modification of this Agreement shall be deemed effective unless in writing and signed by each of the parties hereto. Any waiver of a breach of any provision(s) of this Agreement shall not be deemed effective unless in writing and signed by the party against whom enforcement of the waiver is sought.  
    c. Assignment. Except to an affiliate or a successor to all or substantially all of a party’s stock or assets, neither party may assign, subcontract, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder, nor may it contract with third parties to perform any of its obligations hereunder, without the other party’s prior written consent.
    d. Severability. If any part of this Agreement shall be determined to be invalid, illegal or unenforceable or declared null and void by any court of competent jurisdiction, then such part shall be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Agreement shall be fully effective and operative insofar as reasonably possible.
    e. Enforceability. The parties hereto acknowledge and agree that this Agreement is entered into by Distributor and Supplier, and that, except as contemplated by [Section 13: Indemnification], there are no third-party beneficiaries of this Agreement.
    f. Independent Contractors. The parties’ relationship hereunder is that of independent contractors. This Agreement does not create any employment, agency, franchise, joint venture, partnership or other similar legal relationship between Supplier and Distributor. Neither party has the authority to bind or act on behalf of the other party except as otherwise specifically stated herein.  Without limitation of the foregoing, Distributor is not a reseller, distributor, broker or agent of Supplier by virtue of this Agreement.
    g. Attorneys’ Fees. Should any party engage an attorney for the purpose of enforcing this Agreement or any judgment based hereon in any court, courts of appeal or arbitration proceedings, the prevailing party shall be entitled to receive its reasonable attorneys’ fees and costs in addition to any other relief granted.
    h. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    i. Force Majeure. The obligations of either party to perform under this Agreement will be excused during each period of delay caused by acts of God, war or terrorism, or by shortages of power or materials or government orders which are beyond the reasonable control of the party obligated to perform and prevents the party from being able to perform (“Force Majeure Event”). In the event that either party ceases to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, such party shall: (a) immediately notify the other party in writing of such Force Majeure Event and its expected duration; (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible. In the event that any Force Majeure Event delays a party’s performance for more than ninety (90) days following notice by such party pursuant to this Agreement, the other party may terminate this agreement immediately upon written notice to such party.
    j. Entire Agreement. This Agreement, together with all Exhibits hereto and any purchase orders hereunder, constitutes the entire understanding and agreement between Distributor and Supplier concerning the subject matter hereof, and supersedes all prior negotiations, agreements and understandings between Distributor and Supplier, whether oral or in writing, concerning the subject matter hereof.  In the event of any conflict between these Terms and Conditions and any separate contract or purchase order between the parties relating to the subject matter hereof, such separate contract or purchase order shall govern and control to the extent of such conflict.
    k. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.
    l. Nonexclusive Agreement. This Agreement is intended to be nonexclusive, and either party may use any provider for the same or similar services.
    m. Representations and Warranties.  Supplier is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization, and has full right and power to enter into, or perform its obligations under this Agreement and has taken all requisite actions to authorize the execution, delivery and performance of this Agreement and documents entered into or executed in connection therewith, such that this Agreement is a fully binding obligation of Supplier.  Supplier represents and warrants that neither the execution and delivery of this Agreement, nor the compliance with the terms and provisions hereof, shall violate any provision of any law, or any judgment, writ, injunction, order or decree of any court or governmental authority; nor result in or constitute a breach or default under or the creation of any lien, charge or encumbrance upon any of its property or assets under, any indenture, mortgage, deed of trust, contract, other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Supplier covenants that it has and will continue to have throughout the Term, the full right to enter into this Agreement and perform its obligations hereunder.
    n. Construction.  No rules of construction or interpretation shall be applied to this Agreement that would favor one party over the other, and that the Agreement shall be interpreted neutrally. Exhibits referred to in this Agreement are incorporated herein, whether or not attached. The word “including” means “including without limitation”.  The descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provision hereof.

18. Flow down

Supplier shall flow down the applicable requirements to its sub-tier suppliers, including customer requirements. Retention/Access- Supplier must maintain production records for 7 years or longer if required by contract, customer requirement, or regulatory author After a minimum period, records shall continue to be maintained as long as feasible. NRC/customers/regulators have right to access records and facility All work affecting this order must be performed by qualified personnel and completed in strict adherence to product conformity quality and safety requirements. External providers shall ensure that personnel performing work affecting the order are competent and qualified as required; that product and service but fulfilled with strict adherence to quality, product conformity, ethical behavior, and appropriate and applicable safety.