Purchase Order Terms and Conditions

 

1. ACCEPTANCE AND COMPLETE CONTRACT: All purchase orders issued or accepted by Addison Precision Mfg. Corp. (“Buyer”) to any vendor (“Seller”) are issued subject to the following terms and conditions and to those on each purchase order. Such terms and conditions and purchase order contain the complete and final agreement between Seller and Buyer and shall supersede all prior understandings and communications pertaining to the subject matter of such purchase order, upon acceptance by Seller. Acceptance shall be by acknowledgement, commencement of performance or shipment by Seller. Should any additional or different terms be set forth in any quote, catalogue, price list, order acknowledgement or other document, such additional or different terms are expressly rejected by Buyer, and by accepting an order, as defined above, Seller agrees to all of these terms exclusively and without change. No modification or revision of these terms and conditions shall be binding upon Buyer, unless made in writing and signed by Buyer’s authorized representative.

 

2. QUANTITIES AND PRICES: Buyer’s count shall be accepted as conclusive on all shipments not accompanied by a packing slip. Buyer reserves the right to reject and return any material in excess of the quantities specified in a purchase order. The price(s) for the articles and/or services (a “deliverable” or the “deliverables”) is set forth in the purchase order and is inclusive of all applicable taxes and expenses. Seller must provide Buyer with at least sixty (60) days’ prior written notice of price increases, provided that Buyer shall have no obligation to continue purchasing any deliverable subject to a price increase.  To the extent that the prices for deliverables ordered under a purchase order are not specified in such order, the prices for the same, unless otherwise agreed by Buyer shall be those applicable to Buyer’s last preceding order for a comparable quantity, or if there is no such order, then the price shall be Seller’s last preceding quotation for the same. Seller agrees not to charge Buyer for any materials, services or other significant expenditures without the prior written approval of Buyer.

 

3. DELIVERY AND INSPECTION: Deliveries must be made by Seller in accordance with the delivery schedule specified in the purchase order. Time is of the essence. If for any reason Seller cannot or will not make delivery by the time specified, Seller shall immediately notify Buyer to that effect and the reasons therefor. Buyer reserves the right to reject or return at Seller’s risk and expense all articles or material shipped that are in excess of or in advance of the time specified for delivery, or to defer payment for advance deliveries until the specified delivery date. Final Inspection will be on Buyer’s premises unless otherwise agreed in writing.  Buyer will have the right of cancellation without having any further liability to Seller if materials or services furnished do not strictly conform to specifications of Buyer.  Materials rejected as not conforming to the purchase order will be returned at Seller’s expense, including transportation and handling costs.

 

4. PAYMENT: Payment to Seller shall be made on or before forty-five (45) days after receipt of the goods or services, unless otherwise negotiated and agreed to by Buyer in writing.

 

5. CANCELLATION: Buyer may terminate the purchaser order in whole or in part any time for any reason whatsoever by written notice to Seller.  Upon receipt of such a notice, Seller will, to the extent directed by Buyer, terminate work under the purchase order and any subcontracts outstanding thereunder and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest.  The only liability of Buyer for cancellation of this purchase order in whole or in part is reimbursement to Seller for all direct costs incurred by Seller for the purchase order as of the time of receipt of the cancellation notice.  Such payment by Buyer will be in full satisfaction of all claims which Seller may have against Buyer under this purchase order for the cancellation.

 

6. CHANGES: Buyer may, from time to time, change packing, testing, destinations, specifications and designs and may delay delivery schedules.  Seller will immediately notify Buyer of any increases or decreases in costs caused by such changes and an equitable adjustment in prices or other terms hereof will be agreed upon by written amendment to the purchase order.

 

7. PATENTS: By acceptance of a purchase order and in consideration thereof, Seller warrants and agrees that all articles furnished under such order and the use thereof do not infringe any patent rights; that it will defend any suit which may arise in respect thereto; and that it will indemnify and save harmless Buyer and any subsidiary or affiliated company thereof against any loss, including damages, costs, expenses and attorney’s fees and other costs of defense that Buyer may incur by the assertion of such patent rights by third parties. No specification or specifications with respect to any part of this purchase order shall constitute a warranty, express or implied, against any claims for infringement of patents, copyrights or trademarks and Buyer shall not be responsible to Seller, as indemnitor or otherwise, for or on account of any such claim or liability. The provisions of this Section 7 shall not apply to any deliverable for which the design was provided to Seller by Buyer or Buyer’s customer.

 

8. BUYER’S PROPERTY; CONFIDENTIALITY: Whenever Seller has in its possession any of Buyer’s property, Seller shall be deemed an insurer thereof and shall be responsible for its safe return. Equipment, patterns, dies, tooling, materials, specifications and drawings supplied or paid for by Buyer in connection with this purchase order shall remain its property, shall only be used for work performed for Buyer; and, upon request by Buyer, shall be returned to Buyer FOB its shipping point specified on the face of the purchase order. These provisions shall also apply to Government property furnished or supplied hereunder as part of a Government contract and, when so directed by Buyer, Seller shall mark Government property with drawing and property numbers. Seller acknowledges that in providing the deliverables, Seller may be exposed to confidential information of Buyer and Buyer’s customers, including but not limited to trade secrets, business plans, needs requirements, financial information, customer lists and contact information. Seller agrees that it will not use or disclose, and will require all those working with or for Seller not to use or disclose, any such confidential information in any manner other than as necessary to provide the deliverables. Seller shall not, without first obtaining written consent of Buyer, in any manner advertise or publish the fact that Seller has furnished, or contracted to furnish to Buyer, the deliverables ordered under a purchase order. The foregoing confidentiality obligations are in addition to, and not in lieu of, any confidentiality agreement in effect between Seller and Buyer.

 

9. RISK OF LOSS: Seller assumes all responsibility for risk of loss or other damages to all deliverables ordered hereunder or in its custody pursuant hereto, until delivered to Buyer FOB its shipping point specified on the face of the purchase order.

 

10. MATTERS BEYOND SELLER’S CONTROL: Seller agrees that whenever any actual or potential matter beyond Seller’s control including, but not limited to, labor disputes, acts of God, war, riots, embargoes, pandemics, acts of civil or military authorities, fires, floods, nuclear incidents or quarantine delays or threatens to delay the timely performance of this purchase order, Seller shall immediately give notice to Buyer and if the purchase order relates to a Government contract, to the nearest Government representative concerned.

 

11. REMEDIES; DAMAGES: Buyer’s remedies contained in these terms and conditions shall be cumulative and supplemental to any other remedies in law or equity. No delay or failure of Buyer to exercise any rights under a purchase order, these terms and conditions or applicable law shall constitute a waiver of any of Buyer’s rights. Buyer’s liability for breach of the purchase order will not exceed the difference between the resale price of any materials or work in progress, sold in good faith and in a commercially reasonable manner and the contract price for such materials or work in process less expenses and costs saved in consequence of Buyer’s breach.  Buyer will not be liable for any incidental, consequential, punitive or liquidated damages or any similar time of future or speculative damages, regardless of nomenclature in legal terminology.  The invalidity in whole or in part of any condition of these terms and conditions shall not affect the validity of the other provisions of these terms and conditions.

 

12. RIGHT OF ACCESS: Seller shall provide a right of access to Buyer, its customers and relevant regulatory authorities to the applicable areas of all of Seller’s facilities, at any level of the supply chain, involved in the fulfillment of the purchase order, and to all applicable records.

 

13. OPERATING MANUALS AND DRAWINGS: Seller will supply, at its own expense, proper operating, training, and maintenance manuals, drawings, and other documentation that is required for the use of the deliverables. Seller will provide, at its own expense, and in form, number and in time to comply with the terms, any designs, shop drawings, samples and mock-ups.

 

14. COMPLIANCE WITH LAWS AND REGULATIONS: Seller warrants and certifies that the performance of this purchase order will comply with all applicable statutes, rules, regulations and orders of the jurisdiction in which the purchase is made, including all laws and regulations pertaining to labor, wages, hours and other conditions of employment and applicable price ceilings, if any; and that the articles delivered pursuant to this purchase order, if delivered in the United States, shall be produced in compliance with the Fair Labor Standards Act of 1938 of the United States, as amended. Without limiting the foregoing, to the extent that the deliverables constitute hazardous materials or otherwise regulated substances, Seller agrees to comply with all applicable environmental statutes, rules, regulations and orders of the jurisdiction in which the purchase is made, including REACH (Registration, Evaluation, Authorization and Documentation of Chemicals) regulations for purchases made within the European Union.

 

15. WARRANTIES: Seller warrants that all materials or services delivered hereunder are free from defects in materials, and/or workmanship and conform strictly to the specifications, drawings or samples specified or  furnished to Seller.  To the extent that such materials or services are not furnished pursuant to designed furnished by Buyer, they will be free from defects in design and suitable for their intended purposes.  These warranties will survive any inspection, delivery, acceptable, payment or use by Buyer or its customers and will run to Buyer and its successor, assigns, customers and users and  Seller shall indemnity and holder harmless such parties against any loss, injury or damages suffered by them and against any and all suits, proceedings in law or in equity and any and all liability for losses, injuries or damages, including reasonable attorneys fees, arising out of or in connection with any claim by any person, firm or organization including Buyer.

 

16. ENTIRE AGREEMENT:  These terms and conditions and the purchase order constitute the entire agreement between the parties as to the subject matter hereof, and may be modified, or any right waived, only by a written document signed by the party to be charged that specifically references these terms and the sections so modified.

 

17. JURY TRIAL: SELLER WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATING TO THE TERMS AND CONDITIONS AND PURCHASE ORDER.

 

18. VENUE: The terms and conditions and purchase order shall be governed and construed according to the law of the State of New York. Any and all disputes or causes of action that shall arise in relation to this Agreement shall be solely brought and venued in Monroe County, New York.

 

19. ADDITIONAL TERMS AND CONDITIONS: In addition to the terms and conditions set forth herein, Buyer and Seller agree to comply with the additional terms and conditions set forth on Schedule A attached hereto and made a part hereof.

 

 

 

 

SCHEDULE A

 

Addison Precision Mfg. is required by Aerospace Standard AS9100D to communicate to our external provider it’s requirements for:

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

(b)    The approval of:

• •    Products and services
  •    Methods, processes and equipment;
  •    The release of products and services;

(c)    Competence, including any required qualifications of person(s);

(d)    The external provider’s interactions with APM;

(e)    Control and monitoring of the external provider’s performance to be applied by APM;

(f)    Verification or validation activities that APM, or it’s customer, intend to perform at the external provider’s premises;

(g)    Design and development control;

(h)    Special requirements, critical items or key characteristics;

(i)    Test, inspection and verification, including production process verification;

(j)    The use of statistical techniques for product acceptance and related instructions for acceptance by APM;

(k)    The need to:

• • Implement a quality management system;
  • Use customer designated or approved external providers, including process sources (i.e., special processes);
  • Notify APM of nonconforming processes, products or services and obtain approval for their disposition;
  • Prevent the use of counterfeit parts (see 8.4.1);
  • Notify APM of changes to the process, products or services, including changes to their external providers or location of manufacture, and obtain APM’s approval;
  • Flow down to external providers applicable requirements including customer requirements.
  • Provide test specimens for design approval, inspection/verification, investigation or auditing;
  • Retain documented information, including retention periods and disposition requirements.

(l)     The right of access by APM, their customers and regulatory authorities to the applicable areas of the facilities and the applicable documented information, at any level of the supply chain;

(m)    Ensure that persons are aware of:

• • Their contribution to product or service conformity;
  • Their contribution to product safety;
  • The importance of ethical behavior.

Schedule B

 

APM reserves the right to all the supplier, customer and/or regulatory agencies RIGHT OF ENTRY to determine and verify the quality of sub-contracted work, records, and materials.

The supplier shall comply with all applicable U.S. export control laws and regulations including the Arms Export Control Act, or the Export Administration Act of 1979, or the Atomic Energy Act of 1954.

 

Only U.S. persons are allowed access to ECI/OUO information and items.

Technical data or technology controlled under U.S. export laws and regulations (including, but not limited to the U.S. Arms Export Control Act, the International Traffic in Arms Regulations, and the Export Administration Regulations) MUST NOT be shared with or transmitted to non-U.S. Persons without first obtaining the appropriate U.S. Government export authorization and must be conducted in accordance with all applicable legal requirements and company policies.

 

All suppliers/ vendors shall be diligent in the presentation of counterfeit goods and materials. If suspect or counterfeit components/parts are identified/received the entire order will be quarantined, evaluated, and then destroyed if deemed counterfeit.

Destruction of models, materials, electronic media, and documents shall be made unrecognizable, and disposed of, when no longer needed.

A certificate of conformance is required for products, materials, and hardware in support of the Buyer’s Purchase Order. The certificate must:

1. Identify the purchased material or equipment and associated procurement document(s);
2. Identify the specific procurement requirements met by the purchased material or equipment; and
3. Be signed or otherwise authenticated by a person who is responsible for this function as described in the Supplier’s Quality Management System.