1. ORDER ACCEPTANCE.

This order is for the purchase and sale of goods and services described on the face of this order (hereinafter “items”).

Acceptance of this order shall be limited to the terms and conditions contained herein and incorporated herein by reference.

This order shall be deemed accepted upon the return of the acknowledgment copy of this order or the commencement of performance by Seller.

Buyer rejects any additional or inconsistent terms and conditions offered by Seller at any time, irrespective of Buyer’s acceptance of or payment for Seller’s items or services.

These terms and conditions constitute the entire agreement between the parties and no change to or modification of this order shall be binding upon Buyer unless in writing and signed by an authorized representative of Buyer.

 

2. MATERIAL, EQUIPMENT, TOOLS AND FACILITIES.

Title to property furnished to Seller by Buyer or paid for by Buyer under this order, as well as any replacements thereof, (all hereinafter referred to as “Property”) shall be vested in Buyer with the right to demand possession at any time in the same condition as originally received by Seller, reasonable wear and tear excepted.

Seller will use said Property only in the performance of work for Buyer. Seller shall bear the risk of loss of all Property while in Seller’s custody or control and while in the custody or control of Seller’s suppliers.

Seller shall establish and maintain a system to control, protect, preserve and maintain all Buyer-owned property. Buyer shall have the right to enter Seller’s premises at all reasonable times to inspect its property and Seller’s records with respect thereto.

Buyer does not warrant any aspect of the Property that it furnishes and all items delivered by Seller must be in strict accordance with the requirements of this order.

 

3. DELIVERIES AND SHIPMENTS.

Delivery of the items and related data and/or documentation and/or performance of required services in accordance with the schedule are a material requirement of this order.

Seller will, at its expense, ship by express or air shipment or by the most expeditious way possible, if the delivery schedule is endangered for any reason other than Buyer’s fault.

Buyer reserves the right to reject all or any part of any delivery that varies from the quantity authorized by Buyer for shipment.

All items shall be packaged in accordance with Buyer’s instructions or, if none are specified, in accordance with good commercial practice in a manner sufficient to ensure arrival in an undamaged condition.

Title and risk of loss to items shall pass to Buyer at the f.o.b. point specified on the face of this order, unless earlier passed pursuant to other provisions of this order.

Containers must be marked with the following: (i) address, (ii) purchase order number, (iii) part number, and (iv) any other special markings called for by this Order.

The Seller shall notify the Buyer of any known nonconforming product that is expected to be delivered or has been delivered.

The Buyer shall have authority for approval or refusal of identified nonconforming product. Defective goods may be returned at Seller’s expense.

 

4. INSPECTION/RIGHT OF ACCESS.

Notwithstanding (i) payment, (ii) passage of title, or (iii) prior inspection or test, all items are subject to final inspection and acceptance or rejection by Buyer at Buyer’s facility.

Buyer may inspect 100% or a sample of all items or any lot of items at Buyer’s option, and Buyer shall have the right to reject all or any portion of the items or lot of items if any such inspection reveals them to be, in Buyer’s sole opinion, defective or nonconforming.

At Buyer’s request, Seller must repair or replace rejected items in an expedited manner at Seller’s own expense. Buyer may, at Buyer’s sole discretion, choose to rework, repair, or replace all or any portion of defective or nonconforming product delivered by Seller, at Seller’s expense, if at Buyer’s sole determination, it appears that Seller is unwilling, unable, or incapable of replacing such defective or nonconforming materials within the Buyer’s required schedule.

At all reasonable times, including the period of manufacture, the Buyer, and/or its customers and regulatory authorities with Buyer consent, reserves the right to audit processes and systems, records, and to verify conformance of the item(s) and services to be furnished hereunder at the places where the work is being performed, including those of the Seller’s suppliers.

Seller shall provide, without additional charge, reasonable facilities and assistance for safe and convenient inspection and test. Seller shall provide and maintain a test and inspection system acceptable to Buyer and its customers, if required.

 

5. WARRANTY.

Seller warrants to Buyer, its successors and customers that for a period of twelve (12) months after delivery of items or completion of services or for such longer period offered by Seller, that all items furnished to Buyer will be free from defects in material and workmanship, will conform to applicable drawings, designs, specifications and samples, will meet all functional and performance requirements and, to the extent this order calls for services to be performed, that such services will be free from defects in workmanship, will meet all of the requirements of this order and will be performed to the highest standards of workmanship in the industry.

 

6. CHANGES: by Buyer

Buyer may, at any time, by a written change order, without notice to any sureties, make changes in any one or more of the following: (i) drawings, designs, specifications, where the items to be furnished are to be specially manufactured for the Buyer in accordance therewith; (ii) method of shipment or packing; (iii) place or time of inspection, delivery, or acceptance; (iv) the quantity and/or type of services ordered, (v) the work or service schedules, and (vi) the amount of any Buyer furnished property.

If any such change causes an increase or decrease in the cost of or time required for performance of this order, whether or not changed by the order, an equitable adjustment shall be made in the price or delivery schedule or both and this order shall be modified accordingly.

No claim by Seller for adjustment hereunder shall be allowed unless made in writing for a specified amount within twenty (20) days from the date notice of any such change is received by Seller.

Only Buyer’s Purchasing Agent has authority to approve a change. Nothing in this Article shall excuse Seller from proceeding with performance of this order as changed.

 

7. CHANGES: by Seller (supplier)

Seller shall notify the buyer of changes to product and/or process definitions that may impact form, fit, or function at the time of order. Seller shall immediately notify the buyer when a change occurs in manufacturing facility location or Quality Manager.

 

8. EXCUSABLE DELAYS.

Neither party shall be in default for any delay or failure to perform hereunder due to causes beyond its control and without its fault or negligence; provided, that any delay or failure to perform caused by the default of a supplier of the Seller at any lower-tier shall be excused only if it is beyond the control of both Seller and such supplier and without the fault or negligence of either and the items to be furnished are not obtainable from other sources in sufficient time to permit Seller to meet the delivery schedule. If delivery of any item is delayed by any excusable delay of more than three (3) months, Buyer may, without any additional extension, cancel all or part of any order with respect to the delayed product, and exercise any of its remedies in accordance with Article 9, provided, however, that the Buyer shall not be entitled to monetary damages or specific performance where Seller’s breach is the result of an Excusable Delay.

 

9. PRICES, TAXES AND NEW MATERIAL.

Seller warrants that none of the items furnished under this order are surplus, used, remanufactured or reconditioned or of such age or so deteriorated as to impair the usefulness or safety thereof, unless otherwise specifically stated on the face of this order. Unless otherwise provided on the face of this order, THE PRICES APPEARING HEREIN INCLUDE ALL PACKAGING, CRATING AND FEDERAL, STATE AND LOCAL TAXES, IF APPLICABLE, AND ARE FIRM FOR THE PERIOD OF CONTRACT PERFORMANCE.

 

10. PAYMENT TERMS.

Payment periods and cash discount periods will be computed from either the date of delivery or acceptance of the items ordered or the date of receipt of correct and proper invoices prepared in accordance with the terms of the order, whichever is later. The payment date will be delayed on a day-for-day basis for any item that is delivered later than called for by the schedule on the face of this order. Payment terms will be (i) as mutually agreed between Buyer and Seller; or (ii) if no agreement between Buyer and Supplier, Net 30 days.

 

11. RELEASE OF INFORMATION TO PUBLIC.

Seller shall not, without the prior written consent of Buyer, make any release of information concerning this order or any other information related to the Buyer.

 

12. NOTICES.

All notices required or permitted to be given hereunder or by any other purchase order requirement, shall be deemed to be properly given if delivered in writing personally, or sent by United States certified or registered mail, addressed to Buyer, or to Seller as the case may be, at the addresses set forth on the face of the purchase order with postage thereon fully prepaid. The effective time of notice shall be at the time of mailing. Facsimile or electronic transmission is an acceptable alternate method of notification provided that both buyer and seller mutually agree and the sender obtains a confirmation of receipt. 

 

Additional requirements imposed on external suppliers:

a. the processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions);

b. the approval of:

- products and services;

- methods, processes, and equipment;

- the release of products and services;

c. competence, including any required qualification of persons;

d. the external providers’ interactions with the organization;

e. control and monitoring of the external providers’ performance to be applied by the organization;

f. verification or validation activities that the organization, or its customer, intends to perform at the external providers’ premises;

g. test, inspection, and verification;

h. the use of statistical techniques for product acceptance and related instructions for acceptance by the organization

i. the need to:

- implement a quality management system; QMS maybe compliant or certified to AS9001 or AS9120.

- use customer-designated or approved external providers, including process sources (e.g., special processes);

- notify the organization of nonconforming processes, products, or services and obtain approval for their disposition;

- prevent the use of suspected unapproved, unapproved, and counterfeit parts;

- notify the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture;

- flow down to external providers applicable requirements including customer requirements;

- provide a certificate of conformity, test reports, or authorized release certificate, as applicable;

- retain documented information for 10 years, and after the retention period destroy unusable;

j. the right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain;

k. ensuring that persons are aware of:

- their contribution to product or service conformity;

- their contribution to product safety;

- the importance of ethical behavior.

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