(a) For purposes of this clause, Counterfeit
Work consists of those parts delivered under this Contract that are
the lowest level of separately identifiable items (e.g., articles,
components, goods, and assemblies). ďCounterfeit WorkĒ means Work
that is or contains items misrepresented as having been designed
and/or produced under an approved system or other acceptable method.
The term also includes approved Work that has reached a design life
limit or has been damaged beyond possible repair, but is altered and
misrepresented as acceptable.
(b) SELLER agrees and shall ensure that
Counterfeit Work is not delivered to Wilsonís Machine Products Inc.
(c) SELLER shall only purchase products to be
delivered or incorporated as Work to Wilsonís Machine Products Inc.
directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or
through an OCM/OEM authorized distributor
chain. Work shall not be acquired from independent distributors or
brokers unless approved in advance in writing by Wilsonís Machine
(d) SELLER shall immediately notify Wilsonís
Machine Products Inc. with the pertinent facts if SELLER becomes
aware or suspects that it has furnished Counterfeit Work. Upon sale
of merchandise to Wilsonís Machine Products Inc. SELLER shall provide
OCM/OEM documentation that authenticates
traceability of the affected items to the applicable OCM/OEM.
(e) In the event that Work delivered under this
Contract constitutes or includes Counterfeit Work, SELLER shall, at
its expense, promptly replace such Counterfeit Work with genuine Work
conforming to the requirements of this Contract. Notwithstanding any
other provision in this Contract, SELLER shall be liable for all
costs relating to the removal and replacement of Counterfeit Work,
including without limitation Wilsonís Machine Products Inc.ís costs
of removing Counterfeit Work, of reinserting replacement Work and of
any testing necessitated by the reinstallation of Work after
Counterfeit Work has been exchanged. The remedies contained in this
paragraph are in addition to any remedies Wilsonís Machine Products
Inc. may have at law, equity or under other provisions of this
(f) This clause applies in addition to any quality
provision, specification, statement of work or other provision
included in this Contract addressing the authenticity of Work.† To the extent such provisions
conflict with this clause, this clause prevails.
(g) SELLER shall include paragraphs (a) through
(d) of this clause or equivalent provisions in lower tier
subcontracts for the delivery of items that will be included in or
furnished as Work to Wilsonís Machine Products Inc.
(h) SELLER shall establish and maintain a
Counterfeit Prevention Program. The purpose of this document shall be
to prevent the delivery of counterfeit parts and control parts
identified as counterfeit.***