To establish supplier quality requirements applicable to the type of product or service procured by Hudson MFG LLC.
When Quality Assurance Manual (QAM) Appendix 8.4 is specified on the purchase order, suppliers must implement a quality system appropriate to the product and services supplied.
This section lists the Hudson Supplier Quality Requirement (HSQR) codes and application by type of commodity. Suppliers should refer to the table to determine the appropriate HSQR code and then refer to the applicable section of this document for detailed supplier quality requirements.
Suppliers who have achieved ISO accreditation will, after approval of requested documentation, receive approvals for the applicable SQR code(s), excluding HSQR200.
| Hudson Supplier Quality Requirements | |
|---|---|
| HSQR100 | Commercial Products/Services |
| HSQR200 | Commercial Products/Services regulated IAW CFR 27.II.478 |
| HSQR300 | Testing Laboratories |
| HSQR400 | Measuring and Test Equipment Calibration and Repair Services |
| HSQR500 | Distributor and Catalog Suppliers |
| HSQR600 | Transportation Services |
| HSQR700 | Training and Consulting/Services |
| HSQR800 | Field Service and Repair Activity |
| HSQR900 | (inactive) |
Hudson MFG LLC recognizes that Design for Manufacturability (DFM) product and process improvements or nonconforming conditions may occur during the manufacture of product as a result of either Hudson MFG LLC and/or supplier errors.
The Supplier Deviation Request (SDR) system is established to address improvements, problems and nonconforming conditions detected by the supplier.
The SDR system also provides the supplier with the means for recommending product or process improvements.
The SDR system should be used for the following situations:
When a condition is observed which requires an SDR, the supplier shall fill in the appropriate spaces on the electronic version of the SDR FORM and e-mail the document to Hudson MFG LLC contacts listed on the SDR FORM.
Upon receipt of an SDR, Quality will initiate a Non Conformance Report (NCR) and assign the applicable NCR number to the SDR as a document control number.
SDRs are processed internally IAW the defined Hudson MFG LLC Quality Management System NCR process.
After disposition of the SDR/NCR document, Hudson MFG LLC Quality Assurance (QA) will notify Purchasing and the Supplier via e-mail.
Purchasing will process notifications of dispositioned SDR/NCRs as defined within department operating procedures as applicable.
Suppliers are not authorized to ship nonconforming product prior to disposition and completion of the instructions stated in the dispositioned SDR.
Purchasing and the Supplier share responsibility for assuring the correct revision level of drawings and specifications are available and applied to the procured product or service. This responsibility extends to sub-tier documents referenced on the drawings or within the specifications.
The Hudson MFG LLC Purchase Order references the item to be procured and the current revision level.
When applicable, Purchasing will also reference sub-tier drawings and/or specifications and the appropriate revision level on the Purchase Order.
Hudson Purchasing provides or assures the Supplier has the correct document revision level of each required drawing or specification.
The Supplier is responsible for assuring availability and application of the required drawings and specifications to the appropriate revision level. If the correct revision level of a drawing or specification is not available, the Supplier should contact Hudson Purchasing.
Parts, material and components supplied to Hudson MFG LLC must be identified so that identity can be maintained at all times. Instructions for methods of marking may be specified by drawing or by purchase order.
Where physical identification of the procured item is not required by drawing or purchase order, physical separation, procedural control, or other appropriate means shall be employed by the Supplier to assure operational integrity.
The minimum identification of material shipped to Hudson MFG LLC must include the following:
Identification markings as required by Code of Federal Regulation title 27 will be processed accordingly for all HSQR200 procurement.
Materials that require special processing as part of the Hudson MFG LLC drawing (IE: heat treatment, plating, coating, painting, etc.) lot traceability associated with the special process shall be provided or listed on applicable certifications or traceable within the documentation provided.
Additionally, any items that are age-sensitive or have limited shelf life must be identified as such.
Hudson MFG LLC rates suppliers annually as a minimum for Quality. This rating is calculated based on submitted lots and number of NCRs charged to the supplier for defective product or services, including documentation deficiencies.
SDRs are charged to the supplier when the nonconforming condition was caused by the suppliers manufacturing and documentation processes or those of their subcontractors.
SDRs submitted for drawing or specification errors are not charged to the responsible Supplier.
Purchasing and Quality Assurance review all NCR charges assigned to suppliers to assure that the assigned charges are appropriate.
Suppliers who are charged with responsibility for nonconforming product and who, upon review, believe that the charge is incorrect, are encouraged to contact Purchasing or Quality Assurance to dispute the charges.
Hudson MFG LLC Quality Assurance will review and respond to each case presented by a supplier.
The supplier shall prepare a quality manual and procedures covering the requirements of HSQR100.
The manual shall outline the structure of documents used to implement the Quality Program. The range and detail of procedures that form the quality program should be based on the skills and training of personnel, the methods used and complexity of the work or product.
The supplier shall establish a documented procedure for defining the controls needed for the identification, storage, protection, retrieval, retention & disposition of records.
The supplier shall maintain adequate quality records which may include, but are not limited to:
Quality records shall be made available for review at any time during the manufacturing cycle and shall be maintained on file for a minimum of 3 years after shipment of the product.
Certificate of Compliance or Certification to test results, as required by purchase order, drawing or specification must accompany each shipment.
Variable test data and a calculated Cpk will be reported on a minimum sample size of 32 parts for each value stream (IE: each mold, each machine center, each die, each fixture, etc.) of all critical dimensions identified by drawing with CpK requirements. Noncompliant CpKs will require SDR processing per this appendix. CpK data will be submitted during Hudson source inspection or via email after conclusion of the CpK inspection.
First Article Verification (FAV) results will be required by the Supplier when: listed or referenced on the Purchase Order; notified by Hudson Quality Department email within 11 calendar days of PO issuance, Supplier’s first production issuance of the PO listed part number, or upon Supplier’s modification of the value stream. Modification of the value stream includes: modifications to a mold or die, introduction of a new machining center or other process modifications determined by the Supplier as relevant. FAV results will be reported on a minimum sample size of 5 parts for each value stream (IE: each mold, each machine center, each die, each fixture, etc.) of all dimensions identified on the applicable drawing. Attribute acceptance may be reported on drawing features exhibiting a tolerance range requirement greater than .021 inches. Variable inspection results are required on all drawing features exhibiting a tolerance range requirement of .020 (+/-.010) and lower. All requirements stated by drawing notation, will require a compliant or noncompliant reporting. All noncompliant reporting associated with an FAV submittal will require Supplier Deviation Request processing per this appendix at the time of FAV submittal.
NOTE: FAV dimensional reports may be submitted in advance of First Article Sample shipment but FAV acceptance will require processing of the applicable FAV samples by Hudson MFG LLC before FAV approval can be authorized by the Quality Department.
Certificate of Compliance, Certification to test results, FAV and CPK results submitted to Hudson Quality will include the following identifying data:
All quality records submitted by the supplier shall be traceable to a Hudson MFG LLC purchase order. When practical, a copy will be sent with each shipment. But all shipments require electronic document submittal to the Hudson MFG LLC Quality Engineer and Hudson Purchasing. Email to be used for this is:
Scott.MacKenzie@HudsonMFGLLC.com
Barbara.Stockford@HudsonMFGLLC.com
The supplier shall maintain a documented procedure for control of data and documents which provides the following:
Top management shall provide evidence of its commitment to the development and implementation of the quality management system and its effectiveness by:
Top management shall review the organization’s quality management system at planned intervals to ensure its continuing suitability, adequacy and effectiveness. This review shall include assessing opportunities for improvement and the need for changes to the quality management system. Records from the management review shall be maintained. The organizational structure should be clearly stated with lines of authority and communication defined.
The supplier shall conduct a review, as appropriate, of the contract requirements prior to acceptance of an order to assure they have the capability to satisfy the requirements.
The supplier shall maintain documented procedures to control and verify the design of product in order to ensure that the specified requirements have been met. The design control system should address the following activities:
The supplier shall establish a system for evaluating and qualifying subcontractors of products and services. A list of qualified sources and records of the evaluation shall be maintained and available for review.
Purchasing documents shall contain data clearly describing the product or service required and any special quality or contract requirements necessary for the subcontractor to satisfactorily complete the purchase order.
The supplier should maintain a system for verifying that the subcontractor has provided the product or service in compliance with the purchase order requirements.
The supplier shall maintain documented procedures for inspection and testing activities in order to verify that the product meets the specified requirements. The procedures shall describe the methods for identifying the inspection and test status of product.
Inspection and test equipment shall be selected based on the type of measurements and the accuracy and precision necessary to demonstrate product conformance.
Equipment used for acceptance of product shall be controlled, calibrated and properly maintained.
Records of all inspection and testing activities shall be maintained and available for review. The records should clearly demonstrate the product or service conforms to all purchase order requirements and should identify the individual responsible for product acceptance.
The supplier shall ensure that production and special processes are performed under controlled conditions. At a minimum, procedures should be implemented to assure:
Personnel who perform welding, brazing, non-destructive testing and soldering shall be qualified in accordance with the appropriate industrial standards.
Records shall be maintained for qualified processes, equipment and personnel, as appropriate.
The supplier shall maintain a documented system for the control, calibration and maintenance of all inspection, measuring and test equipment used to demonstrate the conformance of product to specified requirements. The calibration system shall include the following:
The supplier shall implement procedures to identify, segregate (where practical) and document product which does not conform to specified requirements.
Suppliers shall process a Supplier Deviation Request (SDR) for all nonconforming conditions detected during the manufacture of Hudson MFG LLC product. SDRs shall be processed in accordance with this QAM Appendix.
Suppliers shall process nonconforming product in accordance with the disposition instructions stated on the SDR. Suppliers shall not ship nonconforming product prior to the disposition of the SDR.
The supplier shall implement a documented procedure for eliminating causes of noncompliance in order to prevent recurrence, as well as causes of potential noncompliance in order to prevent their occurrence.
The supplier shall conduct internal audits at planned intervals. A documented procedure shall be established to define responsibilities and requirements for planning and conducting audits, establishing records and reporting the results. Records of the audit shall be maintained.
Suppliers providing commercial products/services regulated IAW Code of Federal Regulation (CFR) Title 27 Alcohol, Tobacco Products and Firearms Part 478 Commerce in Firearms and Ammunition will be subject to all the Hudson MFG LLC requirements stated in noted in section 8.1 of this appendix and supplemented with all applicable requirements associated with the CFR for the legal manufacture of firearms. CFR will take precedence if contradictions are observed.
Test laboratories that have received third-party accreditation to ISO/IEC 17025 general criteria for competence of testing and calibration laboratories shall receive approval upon review and approval of requested documentation and certification.
The supplier shall maintain a system for control of data and documents which provides the following:
The supplier shall maintain adequate quality records including, but not limited to:
Quality records shall be made available for review at any time during the procurement cycle and shall be maintained on file for a minimum of 3 years after shipment of the product.
Certificate of Compliance or Certification to test results, as required by Hudson MFG LLC purchase order, drawing or specification must accompany each shipment and include the following identifying data:
All quality records submitted by the supplier shall be traceable to a Hudson MFG LLC purchase order. Forward documents electronically to the Hudson Purchasing and to Quality Assurance at QA@HudsonMfg.com, with the PO number Subject line. When practical, a copy will also be sent with the item.
The supplier shall conduct a complete review of the contract (purchase order) requirements prior to submission of a quote or acceptance of an order to assure they have the capability to satisfy the requirements.
The supplier shall ensure that production and special processes are performed under controlled conditions. At a minimum, procedures should be implemented to assure:
Personnel who perform welding, brazing, non-destructive testing and soldering shall be qualified in accordance with the appropriate industrial or company standards. Records shall be maintained for qualified processes, equipment and personnel, as appropriate.
The supplier shall maintain documented procedures for inspection and testing activities in order to verify that the product meets the specified requirements. The procedures shall describe the methods for identifying the inspection and test status of product.
Inspection and test equipment shall be selected based on the type of measurements and the accuracy and precision necessary to demonstrate product conformance. Equipment used for acceptance of product shall be controlled, calibrated and properly maintained.
Records of all inspection and testing activities shall be maintained and available for review. The records should clearly demonstrate the product or service conforms to all purchase order requirements and should identify the individual responsible for product acceptance.
The supplier shall maintain a documented system for the control, calibration and maintenance of all inspection, measuring and test equipment used to demonstrate the conformance of product to specified requirements. The calibration system shall include the following:
Calibration services that have received third-party accreditation to ISO/IEC 17025, General Requirements for the Competence of Testing and Calibration Laboratories and/or ANSI/NCSL Z540, Calibration Laboratories and Measuring and Test Equipment – General Requirements shall receive approval upon review and approval of requested documentation and certification.
The supplier shall implement a program to verify that items supplied conform to Hudson MFG LLC’s purchase order requirement. The supplier shall maintain appropriate instructions for meeting requirements of this procedure for all items and services supplied.
The supplier shall maintain a system for control of data and documents which provides the following:
The supplier shall maintain adequate records, including, but not limited to:
Certificate of Conformance/Calibration with identification and traceability of test equipment and standards traceable to national or international standards used for calibration must accompany each shipment and include, or have as an attachment the following identifying data:
All quality records provided by the supplier shall be traceable to a HUDSON MFG LLC purchase order. Forward records electronically to QA@HudsonMfg.com with the PO number in the email subject line.
The supplier shall conduct a complete review of the contract (purchase order) requirements prior to submission of a quote or acceptance of an order to assure they have the capability to satisfy the requirements.
Inspection shall be performed to verify conformance with applicable instructions, procedures, drawings and other purchase order requirements.
The supplier shall maintain a documented system for the control, calibration and maintenance of all inspection, measuring and test equipment used to demonstrate the conformance of product to specified requirements. The calibration system shall include the following:
The supplier shall maintain a system for control of data and documents which provides the following:
The supplier shall conduct a complete review of the contract (purchase order) requirements prior to submission of a quote or acceptance of an order to assure they have the capability to satisfy the requirements.
The supplier shall establish a system for evaluating and qualifying subcontractors of products and services. A list of qualified sources and records of the evaluation shall be maintained and available for review.
Purchasing documents shall contain data clearly describing the product or service required and any special quality or contract requirements necessary for the subcontractor to satisfactorily complete the purchase order.
The supplier should maintain a system for verifying that the subcontractor has provided the product or service in compliance with the purchase order requirements.
Measures shall be established to control the handling, storage, shipping, cleaning and preservation of material and equipment in accordance with work and inspection instructions to prevent damage or deterioration.
The supplier shall conduct a complete review of the contract (purchase order) requirements prior to submission of a quote or acceptance of an order to assure they have the capability to satisfy the requirements.
Measures shall be established to control the handling, storage, shipping, cleaning and preservation of material and equipment in accordance with work and inspection instructions to prevent damage or deterioration.
Customer Focus (QAM 5.2) The supplier shall conduct a complete review of the contract (purchase order) requirements prior to submission of a quote or acceptance of an order to assure they have the capability to satisfy the requirements.
The supplier shall maintain a system for control of data and documents which provides the following:
The supplier shall maintain adequate quality records including, but not limited to:
Quality records shall be made available for review at any time during the manufacturing cycle and shall be maintained on file for a minimum of 3 years after shipment of the product.
The supplier shall conduct a complete review of the contract (purchase order) requirements prior to submission of a quote or acceptance of an order to assure they have the capability to satisfy the requirements.
The supplier shall ensure that production and special processes are performed under controlled conditions. At a minimum, procedures should be implemented to assure:
Personnel who perform welding, brazing, nondestructive testing and soldering shall be qualified in accordance with the appropriate industrial standards. Records shall be maintained for qualified processes, equipment and personnel, as appropriate.
The supplier shall maintain documented procedures for inspection and testing activities in order to verify that the product meets the specified requirements. The procedures shall describe the methods for identifying the inspection and test status of product. Inspection and test equipment shall be selected based on the type of measurements and the accuracy and precision necessary to demonstrate product conformance.
Equipment used for acceptance of product shall be controlled, calibrated and properly maintained.
Records of all inspection and testing activities shall be maintained and available for review. These records should clearly demonstrate the product or service conforms to all purchase order requirements and should identify the individual responsible for product acceptance.
Measures shall be established to control the handling, storage, shipping, cleaning and preservation of material and equipment in accordance with work and inspection instructions to prevent damage or deterioration.
The supplier shall maintain a documented system for the control, calibration and maintenance of all inspection, measuring and test equipment used to demonstrate the conformance of product to specified requirements. The calibration system shall include the following:
Hudson Mfg. Co. LLC is referred to herein as “Hudson” and the company selling products (“Products”) or services (“Services”) to Hudson is referred to as (“Seller”). These terms and conditions of sale (“Terms”), any Hudson purchase order (“Order”), any release of Products covered by a Purchase Order (“Release”) and all documents incorporated by specific reference herein (“Hudson Documents,” together with these Terms, the “Agreement”), constitute the complete terms governing the purchase of Products and Services. Hudson HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY SELLER, WHETHER CONTAINED IN ANY FORMS OR ON SELLER’S WEBSITE, AND ANY SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT. No site usage agreement or any other click through agreement on a website will have any binding effect whether or not Hudson clicks on an “ok,” “I accept,” or any similar acknowledgment. Delivery of a purchase order acknowledgment by Seller, commencement of any work by Seller or Seller’s shipment of the Products will manifest Seller’s assent to the Agreement. Additional or different terms may be specified in the body of a Hudson Document or agreed to in writing by the parties. In the event of a conflict, the following order of precedence will apply: (a) terms agreed to in writing and executed by an authorized representative of Hudson; (b) Hudson Document terms; (c) these Terms.
Seller shall confirm to Hudson the receipt of each Order issued hereunder (each, a “Confirmation”) within five days following Seller’s receipt thereof in written form via e-mail or US mail. Each Confirmation must reference Hudson’s Order number, confirm acceptance of the Order or, solely if permitted under this Section 2, advise Hudson of Seller’s rejection of such Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Seller fails to issue a Confirmation within the time set forth in the first sentence of this Section 2, or otherwise commences performance under such Order, Seller will be deemed to have accepted the Order. Hudson may withdraw any Order prior to Seller’s acceptance thereof. Seller may only reject an Order if the applicable Order includes terms and conditions that contradict or supplement those contained in the Agreement, which Seller is unwilling to accept. Seller may not cancel any previously accepted Order hereunder. Hudson may only cancel a previously accepted Order pursuant to the exercise of Hudson’s rights under Sections 5 or 6.
All prices are firm and shall not be subject to change. Prices are complete and no additional charges may be added without Hudson’s written consent. Such charges include all labor, supervision, materials, overhead and other costs associated with the manufacture, sale and delivery of the Products and Services, including all excise, value added, sales and use taxes. Hudson shall pay for all Products purchased hereunder within 60 days after receipt of an undisputed invoice. All invoices for the Products must reference the Order number, amendment or release number, Hudson’s part number, Seller’s part number where applicable, quantity of pieces in the shipment, number of cartons or containers in the shipment, bill of lading number, and other information required by Hudson. If Seller breaches any provision of the Agreement, or if any person or entity asserts a claim or lien against Hudson relating to Seller’s breach, Hudson may withhold from any payments due or to become due to Seller an amount sufficient to protect Hudson from all claims, losses, damages and expenses. Seller warrants that the prices charged for the Products or Services or similar products or services are the lowest prices charged by Seller to any other customer under similar conditions. If Seller charges any other customer a lower price for such similar products or services, Seller must notify Hudson and apply that price to the Products and Services ordered hereunder.
Any forecast provided by Hudson is non-binding and not a commitment by Hudson to purchase such quantities of the Products. Seller shall promptly notify Hudson of any Product shortages or any pending disputes or litigation which may jeopardize Seller’s ability to perform under the Agreement. Cancellation for Convenience. Hudson may cancel any Order, in whole or in part, by providing Seller written or electronic notice of cancellation: (a) with respect to Products that have not been custom designed to Hudson’s proprietary specifications, at any time prior to Seller’s shipment of such Products without further obligation or liability to Seller; or (b) with respect to Services, at any time prior to completion and Hudson will only be liable either (i) for the Services actually performed up to the date of termination or (ii) if payment of fees is dependent upon delivery of deliverables, for the conforming deliverables actually delivered up to the date of termination. With respect to Products that have been custom designed to Hudson’s proprietary specifications (“Custom Products”), within 10 days after the effective date of termination set forth in notice of cancellation, Seller may submit to Hudson a written Notice setting forth the following amounts, in sufficient detail to allow Hudson to audit such amounts (a “Termination Claim”): (i) the purchase price under the Agreement for Custom Products finished as of the date of termination, not previously paid for, that conform to the requirements of the Agreement and were produced pursuant to the Agreement, to be delivered to Hudson if requested, less amounts received or that could have been received by Seller for disposition or sale of any Goods or materials not delivered to Hudson, and (ii) Seller’s out-of pocket costs for raw materials incurred by Seller as of the date of termination in furnishing Custom Products under the Agreement, to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of the Agreement and not in excess of quantities ordered by Hudson pursuant to the Order. If the Termination Claim is timely received by Hudson and Hudson verifies the costs set forth in the Termination Claim Hudson shall pay to Seller the amount due with respect to the Termination Claim, less any amounts owed by Seller to Hudson, within 10 days after Hudson completes its audit and verification of the Termination Claim. Any payment of a Termination Claim will not be deemed a waiver of any of Hudson’s other rights arising under the Agreement or applicable Law. A Termination Claim is Seller’s sole remedy for termination of an Order under this Section 5. Seller’s failure to timely submit a Termination Claim shall be a bar to any future action on such claim. Hudson will make no payments for finished Goods, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those included in a Termination Claim. Hudson will not be otherwise liable for and will not be required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, and general and administrative burden charges.
Hudson may terminate the Agreement, by providing written notice to Seller: (a) if Seller repudiates, or threatens to repudiate, any of its obligations under the Agreement; except as otherwise specifically provided under this Section 6, (b) if Seller is in material breach of, or threatens to breach, any representation, warranty or covenant of Seller under the Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by Seller within a commercially reasonable period of time under the circumstances, in no case exceeding 30 days following Seller’s receipt of written notice of such breach; (c) notwithstanding the generality of Section 6(b), if Seller fails to, or threatens not to, timely deliver Goods conforming to the requirements of, and otherwise in accordance with, the terms and conditions of the Agreement; (d) if Seller (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; (e) if Seller fails to provide Hudson, within a commercially reasonable time after Hudson’s request (but in no case exceeding 10 days after such request) with adequate and reasonable assurance of Seller’s financial and operational capability to perform timely any of Seller’s obligations under the Agreement; (f) if, as a result of any breach by Seller of any of its obligations under the Agreement, Hudson’s customer requires that Hudson obtain another supplier of Goods; or (g) if, without obtaining Hudson’s prior written consent, (i) Seller sells, leases or exchanges a material portion of Seller’s assets, (ii) Seller merges or consolidates with or into another Person, or (iii) a change in control of Seller occurs, unless in the case of a merger or consolidation of Seller with another Person, the surviving entity has a net worth greater than or equal to Seller’s net worth immediately prior to the merger or consolidation. Any termination under this Section 6 will be effective on Seller’s receipt of Hudson’s written notice of termination or such later date (if any) set forth in such termination notice. [Upon the occurrence of any of the events described under this Section 6, Hudson may, in addition to any of its other rights to suspend performance under the Agreement or applicable Law, immediately suspend its performance under all or any part of the Agreement, without any liability of Hudson to Seller, and, notwithstanding anything to the contrary contained in the Agreement Hudson may, at its election, recover any and all damages, costs (including attorneys’ and other professionals’ fees and costs), expenses and losses incurred by Hudson as a result of any event described under this Section 6 or any breach of the Agreement by Seller.
Hudson may make changes in specifications, materials, packaging, method of transportation and time and place of delivery at any time by notifying Seller. Seller must give Hudson prompt notice if the changes affect the price or delivery schedule. If Hudson proceeds with the changes, the parties will negotiate an adjustment to the price or delivery schedule consistent with the Agreement. Seller will make no changes to the Product, including the specifications, design, materials, manufacturing location, or processes, without Hudson’s prior written consent.
Unless otherwise indicated on the Order, all Products shall be delivered FCA Hudson’s designated delivery point (Incoterms 2010). Seller shall use the carrier designated by Hudson and ship and mark the packaging in accordance with the carrier’s or Hudson’s instructions. Title and risk of loss for the Products shall transfer to Hudson upon delivery and acceptance of the Products at the named place of delivery in accordance with the applicable Order. If, in order to comply with Hudson’s required delivery date, it becomes necessary for Seller to ship by a more expensive way than specified in an Order, any increased transportation costs shall be paid for by Seller, unless the necessity for such rerouting or expedited handling was caused solely by Hudson. If delivery of Products is not or will not be completed by the date indicated on the Order, Hudson may cancel the Order by notice effective when received by Seller, purchase substitute Products elsewhere, and charge Seller for any loss incurred. 100% on-time delivery is required. If Seller fails to deliver the Products by the delivery date, the purchase price will be reduced by an amount equal to 1% of the original price for each business day that the failure continues. Hudson is not obligated to accept early deliveries, late deliveries, partial delivers or excess deliveries.
Seller will: (a) properly pack, mark, and ship Products and other supplies according to the requirements of Hudson and the involved carriers; (b) route the shipments according to Hudson’s instructions; (c) label or tag each package according to Hudson’s instructions; (d) provide papers with each shipment showing the Order number, amendment or release number, Hudson’s part number, Seller’s part number (where applicable), number of pieces in the shipment, number of containers in the shipment, Seller’s name and number, and the bill of lading number; and (e) promptly forward the original bill of lading or other shipment receipt for each shipment according to Hudson’s instructions and carrier requirements. Seller will provide all special handling instructions that are needed to advise carriers, Hudson, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the Supplies, containers, and packing.
Payment for Products delivered hereunder or acceptance of delivery will not constitute acceptance by Hudson of such Products. Hudson may inspect 100% or a sample of Products, at Hudson’s option, and may reject all or any portion of a shipment if Hudson determines a Product to be defective or nonconforming. Products rejected and Products supplied in excess of quantities called for under an Order may be returned to Seller at Seller’s expense. Hudson will not be required to make any payment for such Products.
Seller warrants that all Products shall: (a) conform to all Hudson specifications; (b) conform to any sample or model; (c) be free from defects in design, workmanship and materials; (d) be new and free from liens or encumbrances; (e) be adequately packaged, marked, and labeled in accordance with Hudson’s requirements and all applicable laws; (f) be merchantable and fit for the intended purpose, and (g) not infringe on the Intellectual Property (as defined below) of any third party. Inspection, testing, acceptance or use of the Products will not affect Seller’s obligations under this warranty. Seller’s warranty will run to Hudson, its successors, assigns and customers and users of the Products. With respect to Services, Seller warrants that (a) it will perform Services in a timely, competent and professional manner and in accordance with industry standards; (b) its employees and agents providing Services will have the proper skill, training and background so as to be able to perform the Services in a competent and professional manner, and where applicable, shall be certified, licensed or otherwise authorized as necessary to perform the Services; (c) the Services and any deliverables shall conform to any applicable specifications or statement of work.
If the Products do not comply with the Product warranty (such Products referred to as “Nonconforming Products”), Seller shall, at Hudson’s sole discretion, promptly repair or replace any Nonconforming Products free of charge, or grant Hudson a credit or full refund in an amount equal to the purchase price of the Products. Seller is responsible for all costs incurred by Hudson in connection with the nonconformity, including costs associated with the unpacking, sorting, examining, repacking and reshipping. Seller shall pay for all recall costs arising out of or in connection with the Nonconforming Products. If Seller is unable to remedy such nonconformity within Hudson’s required time frame, Hudson may take steps to remedy the nonconformity, and in such case, Seller shall reimburse Hudson for any costs incurred by Hudson.
HUDSON SHALL NOT BE LIABLE, AND SELLER WAIVES ALL CLAIMS AGAINST HUDSON, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON HUDSON’S NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT AND/OR ANY OTHER CAUSE OF ACTION. HUDSON’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR THE PURCHASE OF PRODUCTS OR SERVICES SHALL NOT EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES FOR WHICH THE CLAIM IS MADE.
All rights to and in any and all intellectual property existing prior to the date of the Order and embodied in the Products designed and/or manufactured by Seller shall remain the sole and exclusive property of Seller, including but not limited to rights to the inventions, improvements, U.S., foreign and international design and utility patent registrations and applications (including all reissues, divisions, continuations, continuations-in-part, extensions of any patent or patent application and priority rights attached to any patent or patent application), industrial designs and applications for registration of industrial designs, trademarks and service marks, copyright rights and trade secrets (“Intellectual Property”). The specifications and all other materials and information provided to Seller by Hudson shall remain the exclusive property of Hudson. Seller acknowledges that Hudson and its suppliers own all rights in Hudson’s names, trademarks and service marks and agrees that Seller has no right and will not use such names or marks in any manner. Seller hereby grants to Hudson all right, title and interest in and to any and all Intellectual Property and other materials, ideas, inventions, methods, processes, data, databases and other information (hereafter “Intellectual Property and other Materials”) created, produced or composed by Seller or any of Seller’s representatives, suppliers, or affiliates specifically for Hudson in the course of or pursuant to the performance of work under the Order and any similar previous oral or written agreements with Hudson. Seller agrees that such Intellectual Property and other Materials are “works made for hire” under applicable copyright laws (“Work Product”), and as such, Hudson is considered the author of such works. To the extent any such works are not considered “works made for hire,” Seller hereby waives any rights under the U.S. Copyright Act, 17 U.S.C. § 101, et seq., to terminate this transfer, as well as any moral rights that may exist in the work, including but not limited to the right of attribution and the right of integrity. Hudson grants to Seller the right to use the Intellectual Property and other Materials and the Work Product solely for the purposes of performing under the Order. With respect to the moral rights: (i) the Seller shall, despite the transfer referred to in this Section 14, not exercise any of its rights, title and interests involved, including but not limited to, any moral rights, in a manner that directly or indirectly harm the commercial interests of Hudson; (ii) the Seller confirms that with regard to moral rights of the creators, all creators that created Intellectual Property and other Materials for Seller expressly waive, have waived and agree to waive their paternity right. In any case, the creators will refrain to exercise their moral rights, in a manner that directly or indirectly harm the commercial interests of Hudson. Regarding the right of integrity, the creators shall only be able to oppose modification(s) of their work insofar its honor or reputation can be damaged; and (iii) the Seller confirms: (a) that the Seller in any case waives the right to see its name listed as the author of the Intellectual Property and other Materials and that Hudson is allowed to disclose the Intellectual Property and other Materials. The Seller guarantees that the rights granted to Hudson on the basis of this Section 14, include the rights, title and interest related to the Intellectual Property and other Materials its employees, consultants and independent contractors may or may assert in the future, and that the necessary agreements to do so were entered into with its employees, independent consultants and contractors. Confidential Information. All information furnished or made available by Hudson to Seller in connection with the Products or Services shall be held in confidence by Seller. Seller will not use (directly or indirectly), or disclose to others, such information without Hudson’s prior written consent. These obligations will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Seller of any obligation herein; (b) Seller can show by written records was in Seller’s possession prior to disclosure by Hudson; or (c) is legally made available to Seller by or through a third party having no direct or indirect confidentiality obligation to Hudson with respect to such information. Seller agrees that it will not make use of, either directly or indirectly, any of the Confidential Information that it receives or has received from Hudson, other than for the purpose for which the Confidential Information has been disclosed.
Seller will not advertise, publish or disclose to third parties (other than to Seller´s professional advisors on a need-to-know basis) in any manner the fact that Seller has contracted to furnish Hudson the Products covered by the Order or the terms of the Order, or use any trademarks or trade names of Hudson in any press release, advertising or promotional materials, without first obtaining Hudson’s written consent.
Seller agrees to defend and indemnify Hudson, its suppliers, customers, users, and licensors, and each of their affiliates, employees, shareholders, officers, directors and agents (“Indemnified Parties”), from and against any and all loss, liability, demand, claim, damage, injury, loss of profits or expense (including attorneys’ fees) arising out of or relating to: (a) any breach of Seller’s representations, warranties or obligations; (b) any act or omission by Seller, its officers, employees or agents (including Seller’s subcontractors and their employees and agents); (c) any claim of infringement or misappropriation of any third-party intellectual or proprietary right, including claims for royalties or license fees, in connection with the purchase, use or sale of the Products; and (d) death or any bodily injury, damage to property or any other damage or loss resulting or claimed to result in whole or in part from the Products. Each Indemnified Party may, at its option, be represented by its own counsel in any action, the expenses of which shall be borne by Seller.
Seller will maintain, at its own expense, the following insurance policies: (a) Commercial General Liability in an amount of not less than US$ 5,000,000 each occurrence and in the aggregate for bodily injury and property damage and US$ 5,000,000 any one person or organization for personal and advertising injury for premises operation, products/completed operations, blanket contractual liability, and broad form property damage; (b) Workers’ Compensation in full compliance with the laws of any applicable state and/or country, at not less than statutory limits; (c) Commercial Automobile Liability for owned, hired and non-owned motor vehicles in an amount not less than US$ 5,000,000 combined single limit; and (d) Employer’s Liability and Occupational Disease in an amount of not less than US$ 5,000,000 each accident for bodily injury and US$ 5,000,000 each employee and in the aggregate for disease. The limits of coverage required may be satisfied by a combination of primary and excess or umbrella insurance policies. Except for Workers’ Compensation, Seller shall include Hudson and its affiliates as an Additional Insured on all required insurance policies described above. Upon Hudson’s request, Seller shall provide Hudson a certificate of insurance evidencing such coverage and requiring no less than 30 days’ advance notice to Hudson before any cancellation of such coverage.
Seller will maintain the capability to supply and provide technical support for spare parts for a period of seven years after the delivery of the Products or for such longer period as may be required by law. Seller will give Hudson a last time buy option at the end of such seven year period, and shall offer any follow on products that are compatible with the Products. Seller will notify Hudson 90 days in advance prior to Seller’s withdrawal of any Product(s).
All tangible property of every description, including supplies, materials, machinery, equipment, drawings, photographic negatives and positives, artwork, copy layout, electronic data and other items, furnished by Hudson (or Hudson’s customers), either directly or indirectly, to Seller or to any supplier to Seller in connection with or related to the Agreement, or for which Seller has been at least partially reimbursed by Hudson (collectively, “>Bailed Property”) is and will at all times remain the property of Hudson (or Hudson’s customer(s)), as applicable) and be held by Seller on a bailment-at-will basis. Only Hudson has any right, title or interest in and to Bailed Property, except for Seller’s limited right, subject to Hudson’s sole discretion, to use the Bailed Property in the performance of Seller’s obligations under the Agreement. Seller shall not use the Bailed Property for any other purpose. Seller shall not comingle Bailed Property with the property of Seller or with that of a Person other than Hudson or Seller and shall not move any Bailed Property from Seller’s premises without the prior written approval by Hudson. Hudson may, at any time, for any reason and without payment of any kind, retake possession of any Bailed Property without the necessity of payment or notice to Seller, or a hearing or a court order, which rights, if any, are waived by Seller. Upon Hudson’s request, Bailed Property will be immediately released to Hudson or delivered to Hudson by Seller. Seller’s continued holding of Bailed Property after demand has been made by Hudson for delivery will substantially impair the value thereof, and, accordingly, Hudson will be entitled to a court order of possession without any need or proving damages or a bond. To the fullest extent permitted by law, Seller shall not allow any lien, charge or encumbrance to be imposed on or attach to the Bailed Property through Seller or as a result of Seller’s action or inaction, and Seller hereby waives any Encumbrance that it may have or acquire in the Bailed Property. Seller acknowledges and agrees that (a) Hudson is neither the manufacturer of the Bailed Property nor the manufacturer’s agent, (b) Hudson is bailing Bailed Property to Seller for Seller’s benefit, (c) Seller has inspected the Bailed Property and is satisfied that the Bailed Property is suitable and fit for its intended purposes, of which Seller is aware, and (d) BUYER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section 20 is deemed to be a secured financing transaction, Seller grants to Hudson a continuing security interest in any rights or interests it may have in the Bailed Property.
Seller agrees to comply with all federal, state, local and foreign rules, regulations, ordinances and laws applicable to Seller’s obligations hereunder and Seller’s manufacture and sale of the Products and Services, including import/export laws, labor laws, and anti-corruption laws. Seller also agrees to comply with all applicable environmental, health and safety laws, and laws against slavery, human trafficking and child labor. Sellers and subcontractors are notified that they may be subject to the provisions of: 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements. Seller and subcontractor shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.
The Seller shall make available to the Hudson and any party designated by Hudson any and all documents and data necessary to effect customs clearance, including the importer security filing and shall provide any assistance deemed necessary by Hudson.
Seller will conform to the quality control standards and inspection system that are established or directed by Hudson. Seller will also participate in supplier quality and development programs of Hudson or as directed by Hudson. Upon Hudson’s request, Seller will participate in and comply with all Supplier Manuals and supplier performance evaluations. Seller acknowledges Hudson’s reliance upon Seller’s expertise. In the event that any of Hudson’s specifications or other requirements may result in any negative impact to the Product, Seller shall immediately notify Hudson in writing of all ramifications of such direction. Any reviews, audits, inspections, acceptance quality levels, approved vendor lists, bill of materials, or approvals by Hudson will not relieve Seller of its obligations.
Seller shall maintain complete and accurate records, books of account, reports and other data necessary for the proper administration of the Agreement on a generally recognized accounting basis. Such materials shall include any rebate programs and any other special pricing program extended to Seller. Hudson may audit and inspect Seller’s books and records. If any audit or inspection reveals an error or irregularity in the computation of prices or any other costs, an appropriate adjustment shall be made by Seller. Further, if such audit or inspection demonstrates that an error or irregularity occurred and caused the prices to be computed in Seller’s favor, then Seller shall pay all costs and expenses incurred by Hudson with respect to such audit or inspection. Seller shall, at Hudson’s request, permit Hudson or a third party designated by Hudson to have reasonable access to designated areas within its facilities directly relating to the production and packaging of the Products for the purpose of performing production and quality audits. Hudson shall conduct any such audit only during Seller’s normal working hours.
Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint venturers or as agents for one another or as authorizing either party to obligate the other in any manner.
If the performance by either party or any obligation under the Agreement is prevented, restricted or interfered with by any act of God, fire or other casualty, embargo, power or supplies, war or violence, acts of terrorism, or any law, order, proclamation, ordinance, demand or requirement of any governmental agency or similar event beyond such party’s reasonable control (each, an “Event of Force Majeure”), such party shall promptly give the other party written notice of the Event of Force Majeure. Delays caused by labor disputes, changes in cost or availability of raw materials or components based on market conditions, or scheduled downtime for maintenance shall not constitute an Event of Force Majeure. No later than 48 hours after the occurrence, Seller will provide written notice describing such delay and assurance of when the delay will be cured. During the delay, Hudson may at its option: (a) cancel any Orders and purchase Products or Services from third parties without liability; (b) to the extent available, require Seller to deliver all finished goods, work in process, tooling, and parts and materials produced or acquired for work under the Order; or (c) have Seller provide Products or Services from other sources and at the price set forth in the Order.
No assignment of any rights or interest or delegation of any obligation of Seller under the Agreement may be made without the prior written consent of Hudson. Any attempted assignment will be void. Hudson may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon each of the parties hereto and their respective permitted successors and assigns.
Except as specifically set forth herein, all rights and remedies under the Agreement are cumulative, and the exercise of any right or remedy herein provided shall be without prejudice to the right to exercise any other right or remedy provided by the Agreement, by law or in equity. If Hudson fails to insist upon strict compliance with the Agreement, Hudson’s actions will not constitute a waiver of Seller’s default or any other existing or future default, or affect Hudson’s legal remedies.
If either party becomes insolvent, is unable to pay its debts when due, files for or is the subject of involuntary bankruptcy, has a receiver appointed or has its assets assigned, the other party may cancel any unfulfilled obligations hereunder without liability for such cancellation.
Any dispute arising out of or related to the Agreement will be governed by and construed according to the laws of the State of Texas and litigated exclusively in a state or federal court located in Travis County, Texas. The parties hereto expressly release and waive any and all rights to a jury trial and consent to have any dispute heard solely by a court of competent jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. If either party commences litigation concerning any provision of the Agreement or if the parties agree to alternative dispute resolution, the prevailing party is entitled, in addition to the relief granted, to a reasonable sum for their attorney’s fees in such litigation or mutually agreed upon alternative dispute resolution, provided if each party prevails in part, such fees will be allocated in the manner as the court or mediator determines to be equitable in view of the relative merits and amounts of the parties’ claims.
Any provisions in the Terms which, by their nature, extend beyond the termination or expiration of any sale of Products or Services, will remain in effect until fulfilled.
If any provision herein is held to be unlawful or unenforceable, the remaining provisions herein will remain in effect.
The Agreement constitutes the entire agreement between Hudson and Seller with respect to the Products and Services, and supersedes any prior agreements, understandings, representations and quotations with respect thereto. No modification hereof will be of any effect unless in writing and signed by the party to be bound thereby.
Except as otherwise expressly stated in an Order, any notice given or other communication sent under the Agreement shall be in writing and shall be properly delivered to its addressee by hand, prepaid courier, registered mail, e-mail (receipt confirmed) or facsimile (receipt confirmed) at the applicable address noted on the Order. Any notice or communication given as provided herein shall be deemed to have been received at the time of its delivery if delivered by hand, on the business day following its dispatch if transmitted by courier, e-mail or facsimile or on the third business day following its mailing if transmitted by registered mail. Either party may notify the other party, in the manner provided for herein, of any change of address, for the purpose of giving notices or sending communications under this Order.
Hudson Mfg LLC (Hudson herein) is committed to keeping any and all personal information collected through this website accurate, confidential, secure and private. Our privacy policy has been created to ensure our customers that Hudson is committed to not only meet, but exceed, existing privacy standards.
Through the use of this website you are consenting to the policies expressed within this agreement.
This website collects various types of information, such as:
Please rest assured that this site shall only collect personal information that you knowingly and willingly provide by way of surveys, subscribed notifications, completed forms, and emails. It is the intent of this site to use personal information only for the purpose for which it was requested and any additional uses specifically provided on this site.
On occasion, Hudson may collect anonymous demographic information, such as age, gender, household income, political affiliation, race and religion. We may also gather information about the type of browser you are using, IP address or type of operating system to assist us in providing and maintaining quality service.
We recommend that you review the privacy policies and statements of any website you use or frequent as a means to better understand the way in which other websites garner, make use of and share information collected.
Hudson may collect and make use of personal information to assist in the operation of our website and to ensure delivery of the products and services our customers request. At times, we may find it necessary to use personally identifiable information as a means to keep you informed of other possible products and/or services that may be available to you. Hudson may contact you with regards to completing surveys and/or research questionnaires related to your opinion of current or potential future products and/or services that may be offered.
Hudson does not now, nor will it in the future sell, rent or lease any of our customer lists and/or names to third parties.
Hudson may disclose your personal information, without prior notice to you, only if required to do so in accordance with applicable laws and/or in a good faith belief that such action is deemed necessary or is required in an effort to:
Hudson does not knowingly collect personal information from children under the age of thirteen (13) without verifiable parental consent. If it is determined that such information has been inadvertently collected on anyone under the age of thirteen (13) we shall immediately take the necessary steps to ensure that such information is deleted from our system’s database. Anyone under the age of thirteen (13) must seek and obtain parent or guardian permission to use this website.
All users and/or visitors to our website have the option to discontinue receiving communication from us and/or reserve the right to discontinue receiving communications by way of email or newsletters. To discontinue or unsubscribe from our website please send an email that you wish to unsubscribe to info@hudsonmfgllc.com.
Hudson does not claim nor accept responsibility for any privacy policies, practices and/or procedures of other websites. Therefore, we encourage all users and visitors to be aware when they leave our website and to read the privacy statements of each and every website that collects personally identifiable information. The aforementioned Privacy Policy Agreement applies only and solely to the information collected by our website.
Hudson shall take every precaution to maintain adequate physical, procedural and technical security with respect to our offices and information storage facilities so as to prevent any loss, misuse, unauthorized access, disclosure or modification of the user’s personal information under our control.
Hudson reserves the right to update and/or change the terms of our privacy policy at any time and without notice.
Through the use of this website, you are hereby accepting the terms and conditions stipulated within the aforementioned Privacy Policy Agreement. lf you are not in agreement with our terms and conditions, then you should refrain from further use of our site. In addition, your continued use of our website following the posting of any updates or changes to our terms and conditions shall mean that you are in agreement and acceptance of such changes.
If you have any questions or concerns regarding the Privacy Policy Agreement related to our website, please feel free to contact us.
Email: info@hudsonmfgllc.com
Telephone Number: 254-791-5220
Coming soon.
We will not share your information with anyone. Period.