AIRCRAFT PRECISION PRODUCTS, INC. PURCHASE ORDER TERMS & CONDITIONS – 10/17/2018
The Specifications identified on this order are placed subject to the following conditions:
1. ACKNOWLEDGMENT–The Acknowledgment Copy of this Purchase Order must be signed without change and returned immediately. Upon receipt by Purchaser, the signed Acknowledgment Copy of this Purchase Order shall become a contract, of which these terms and conditions shall be a part. The material, articles, services or other items covered by this contract are hereinafter referred to as “material.”
2. ACCEPTANCE–By invoicing against this purchase order, the Seller indicates acceptance of all specifications, terms and conditions associated with the order.
3. CONTRACT–The contract resulting from the acceptance of this order is to be construed according to the laws of the State of Michigan. This contract is non-assignable by Seller.
4. DELIVERY SCHEDULES AND QUANTITIES–Deliveries are to be made both in quantities and at times specified in schedules furnished by Purchaser. The quantity specified on the Purchase Order is the actual quantity required. Short shipments or over shipments are not acceptable unless approved by the Purchaser by Change Order or in writing. Purchaser will have no liability for payment for material or items delivered to Purchaser which are in excess of quantities specified unless agreed upon between Purchaser and Seller. Purchaser may from time to time change delivery schedules or direct temporary suspension of scheduled shipments. If Seller does not comply with the stated delivery schedule, the Purchaser may, in addition to any other right which Purchaser may have, require delivery by fastest way and charges resulting from this mode of transportation must be fully prepaid and absorbed by the Seller.
5. DELAYS–For all deliveries made pursuant to this Agreement, the Parties agree and acknowledge that reliable delivery dates are essential to end user satisfaction. In the event the Seller for any reason anticipates any difficulty in complying with the required delivery date or any of the other requirements of this Agreement, Seller shall promptly notify the Purchaser in writing of the cause and duration of the delay, and upon request, provide adequate assurance of performance. Seller shall not be liable for delays or defaults in deliveries due to causes beyond its control and without its fault or negligence. 6. WARRANTY–Seller expressly warrants that all the material and work covered by this order will conform to the specifications, drawings, samples or other description furnished or specified by Purchaser, and will be merchantable, of good material and workmanship and free from defect. Seller expressly warrants that all the material covered by this order which is the product of Seller or is in accordance with Seller’s specifications, will be fit and sufficient for the purposes intended.
7. TERMINATION FOR DEFAULT — Purchaser reserves the right to cancel all or any part of the undelivered portion of this order if Seller fails to make deliveries as specified in the schedules, or if Seller breaches any of the terms thereof including the warranties of Seller.
8. TERMINATION FOR CONVENIENCE–Purchaser reserves the right to cancel all or any part of the undelivered portion of this order if it is determined that such action would be in its own or its customer’s best interest. When such termination is deemed necessary, the Seller shall be notified of such by the Purchaser, and the Seller must immediately stop work on any undelivered portion of the order. No further costs or expenses shall be accrued to this order from the notification date forward, and Seller shall hold all unfinished goods until otherwise instructed by Purchaser. Upon receipt of the formal termination supplement to this order, the Seller must submit termination invoices to Purchaser which accurately reflect all costs and reasonable profits connect with the unfinished goods.
9. MODIFICATION–This order shall be subject to modification by the Purchaser in the event of fire, accidents, strikes, government acts or other conditions beyond Purchaser’s control.
10. RIGHT OF ENTRY –Seller shall allow right of entry to APPI, its customers, and regulatory agencies, to determine and verify the quality of subcontracted work, records, and material.
11. QUALITY SYSTEMS-All suppliers shall implement and maintain a quality management system that is acceptable to the Purchaser.
12. APRROVED PROVIDERS-When sub-tier suppliers are to be used they must be customer-designated approved providers when applicable to the process.
13. INSPECTION–All material shall be received subject to Purchaser’s inspection and rejection. Defective material or material not in accordance with Purchaser’s specifications will be held for Sellers instruction and at Seller’s risk if Seller so directs, will be returned at Seller’s expense. Payment for material on this order prior to inspection shall not constitute an acceptance thereof.
14. NON-CONFORMANCES-Any non-conformance of product, process or service, immediate notification to APPI is required. No nonconforming product shall be shipped without proper authorization from APPI.
15. RECORD RETENTION-Retain documented information, test results, certifications, training records, etc. per specifications called out on the purchase orders.
16. CONDUCT-The Seller is expected to act in accordance with the minimum standard for Health, Safety, and Environmental practices and applicable laws and regulations, and to conduct its business in an ethical and corporately responsible manner. Employees providing the product, processing or service shall be aware of: A) their contribution to product or service conformity B) their contribution to product safety C) the importance of ethical behavior
17. CHANGE IN SPECIFICATIONS–Purchaser reserves the right at any time to make changes in drawings and specifications as to any material and/or work covered by this order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted and the contract shall be modified in writing accordingly.
18. PACKAGING–No charge for boxing or cartage is allowed unless previously arranged.
19. PERFORMANCE-Conformance and On-time delivery will be evaluated on a periodic basis. A notification will be provided when performance does not meet the requirements as defined by the Purchaser. Action plans to correct the low performance may be required.
20. MATERIAL FURNISHED BY PURCHASER–Any material furnished by Purchaser, on other than a charge basis in connection with this order, shall be deemed as held by Seller upon consignment. All such materials not used in the manufacture of the products covered by this purchase order shall, as directed, be returned to Purchaser at Purchaser’s expense, and if not accounted for or so returned, shall be paid for by Seller. All such materials, including, but not limited to, tools, dies, gauges, jigs, fixtures, etc. owned by Purchaser, shall be fully insured by Seller against loss by fire or extended coverage.
21. TOOLS–Unless otherwise herein agreed, Seller at his own expense shall furnish, keep in good condition, and replace when necessary all dies, tools, gauges, fixtures, and patterns necessary for the production of the material ordered. The cost of changes in the aforementioned items necessary to effect design or specification changes ordered by Purchaser shall be paid for by Purchaser.
Purchaser has the option, however, to take possession of and title to any dies, tools, gauges, fixtures and patterns that are special for the production of the material covered by this order and shall pay to Seller the unamortized cost thereof; provided, however, that this option shall not apply if the material hereby ordered is the standard product of Seller or if a substantial quantity of like material is being sold by Seller to others.
22. WORK ENVIRONMENT-The Seller shall maintain suitable infrastructure and environment appropriate for the work being performed.
23. REMEDIES–The remedies herein reserved shall be cumulative, and additional to any other or further remedies provided in law or equity. No waiver of a breach of any provision of this contract shall constitute a waiver of any other breach, or of such provision.
24. PATENTS–By acceptance of this order, Seller guarantees that the material hereby ordered and the sale of use of it will not infringe any United States or foreign Letters Patent, and Seller agrees to defend, protect, and save harmless Purchaser, its successors, assigns, customers and users of its products, against all suits at law or in equity, and from all damages, claims and demands, for actual or alleged infringements of any Patent by reason of the sale or use of the material hereby ordered.
25. INSURANCE–If this order covers the performance of labor for the Purchaser, the Seller agrees to indemnify and protect the Purchaser against all liabilities, claims, or demands for injuries or damages to any person or property growing out of the performance of this contract. Seller further agrees to furnish to Purchaser insurance carriers certificates showing that Seller has adequate Public Liability and Property Damage insurance coverage. Said certificates must set forth the amount of coverage, number of policy, and date of expiration. Seller also agrees to furnish to Purchaser a certificate showing that Seller has adequate Workmen’s Compensation insurance.
26. ADVERTISING–Seller shall not, without first obtaining the written consent of Purchaser, in any manner advertise or publish the facts that Seller has contracted to furnish Purchaser the material herein ordered, and for failure to observe this provision, Purchaser shall have the right to terminate the contract resulting from the acceptance of this order without any obligations to accept deliveries after the date of termination or make further payments except for completed articles delivered prior to termination.
27. INSOLVENCY–Purchaser may forthwith cancel the contract resulting from the acceptance of this order in the event of the happening of any of the following insolvency of the Seller: The filing of a voluntary petition in bankruptcy, the filing of an involuntary petition to have Seller declared bankrupt provided it is not vacated with thirty (30) days from the date of filing the appointment of a Receiver or Trustee for Seller provided such appointment is not vacated within thirty (30) days from the date of such appointment, the execution by Seller of an assignment for the benefit of creditors.
28. FAIR LABOR STANDARDS ACT–Seller agrees, in connection with the production of the articles specified herein, to comply with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. All invoices must carry the following certificate in order to be passed for payment:
“We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.”
29. EXPORT AND INTERNATIONAL TRAFFIC-IN-ARMS REGULATION: A) Contractor agrees to comply with export regulations and the INTERNATIONAL TRAFFIC-IN-ARMS REGULATIONS (ITAR) including, but not limited to, parts 122 entitled “Registration of Manufacturer and Exporter” and 130 entitled “Political Contributions, Fees and Commissions.” B) With respect to defense articles and services furnished hereunder, contractor agrees that it has not paid, offered or agreed to pay, and agrees that it shall not pay, offer or agree to pay, for the purpose or soliciting, promoting, or otherwise to secure the sale of defense articles and services to or for the use of the armed forces of an international organization or non-US Country, and (i) fees or commissions in excess of $1,000 or (ii) political contribution (including any gift, rebate, or payment of expenses) to a non-US Person or entity. C) In the event Contractor is supplying defense articles in connection with the performances of services under this order, Contractor agrees to maintain a valid and current Office of Defense Trade Controls (“ODTC”) registration. Contractor shall provide its ODTC registration name (whether registered or not, with expiration date to Purchaser and promptly advise Purchaser of any updates or changes to such information, in the format requested by Purchaser. D) If Contractor intends to conduct work for Purchaser in a foreign country, or the use of a foreign affiliate or unrelated subcontractor, Contractor must provide advance written notification to Purchaser. Customer is responsible for compliance with applicable export control laws and regulations and for obtaining export control licenses required by law or requested by Purchaser.
30. COUNTERFEIT WORK
A) For purposes of this clause, 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). “Counterfeit Work” 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 shall not deliver Counterfeit Work to Purchaser under this Contract.
C) Seller shall only purchase products to be delivered or incorporated as Work to Purchaser 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 Purchaser.
D) Seller shall immediately notify Purchaser with the pertinent facts if Seller becomes aware or suspects that it has furnished Counterfeit Work. When requested by Purchaser, Seller shall provide OCM/OEM documentation that authenticates traceability of the affected items to the applicable OCM/OEM.
E) 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.
F) 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 Purchaser’s costs of removing Counterfeit Work, of installing 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 Purchaser may have at law, equity or under other provisions of this Contract.
G) Seller shall include paragraphs (a) through (e) and this paragraph (g) 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 Purchaser.
31. CHANGES – The Purchaser shall be notified of any potential changes to the contracted product or service and its related processes—including changes in subcontractors. The Purchaser shall approve any such changes prior to their implementation.
32. CONFLICT MINERALS-Supplied products are not to contain any conflict minerals (tantalum, tungsten, tin or gold) that originated in the Democratic Republic of the Congo or any adjoining countries. This requirement must be flowed down to all of your subtier suppliers. If at any stage of manufacture or production it is determined that conflict minerals were incorporated, Seller must provide a listing of the conflict mineral(s) and original covered country to the Purchaser.
33. DELIVERY DATES: For all deliveries made pursuant to this Agreement, the Parties agree and acknowledge that reliable delivery dates are essential to end user satisfaction. In the event the Seller for any reason anticipates any difficulty in complying with the required delivery date or any of the other requirements of this Agreement, Seller shall promptly notify the Purchaser in writing, and upon request, provide adequate assurance of performance.
34. COST RECOVERY: In the event of a failure in quality or delivery, our customers may be entitled to assess penalties and/or cost recoveries. When these events occur, and it is determined that the penalty or recovery was caused by a circumstance attributable to the Seller, these costs, plus other reasonable expenses, shall be debited from the Seller’s account. The Buyer shall provide a detailed accounting of the debited amounts.