Seller accepts this order and any amendments by returning to the Purchaser a purchase order confirmation. Even without such written acknowledgment, Seller’s full or partial performance under this order will constitute acceptance of these terms and conditions. By acceptance of this order, Seller agrees to be bound by, and to comply with all the terms and conditions of this order, which includes any supplements to it, and all specifications and other documents referred to in this order. These terms and conditions apply to everything in this order and constitute Purchaser’s offer to seller, which Purchaser may revoke at any time before Seller accepts it. This order is not an acceptance by purchaser of any offer to sell, any quotation, or any proposal. Reference in this order to any such offer to sell, quotation, or of any offer to sell, any quotation or proposal will constitute a modification of any of these terms and conditions. Terms and conditions differ from or in addition to these terms and conditions, whether contained in any acknowledgment of this order, or with delivery of any goods or services under this order, whether or not they would materially alter this order, and purchaser hereby rejects them. These terms and conditions may be modified only by a written document signed by duly authorized representatives of purchaser and seller.
Time is of the essence of this order. Purchaser may by written notice of default to seller terminate all or any part of this order in any one of the following circumstances: (1) if seller fails to perform within the time specified herein or any extensions agreed to by Purchaser in writing, or (2) if seller fails to perform any of the other provisions of this order, or so fails to make progress as to endanger performance of this order in accordance with its terms, and in the circumstances set out in clause (3) it does not cure such failure within a period of (10) days or (such longer period as Purchaser may authorize in writing) after receipt of notice from purchaser specifying such failure, and procure, on such terms as it will deem appropriate, goods, or services similar to those so terminated. Seller will continue performance of this order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default. Purchaser, at its sole discretion, may elect to extend the delivery schedule and or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this order, Seller will promptly notify purchaser in writing. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by the Seller. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under this order
PRICE
This order must not be accepted at a price higher than shown on the face of the order. If no price is set forth on the front of this order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and in the event, goods and services ordered under this order will not be billed at a higher price than last quoted or charged without Purchaser’s specific written authorization. Purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time my purchaser in connection with this order. No extras arising out of transactions contemplated by the order will be borne by the seller except as otherwise specified by the parties in writing. Seller warrants to Purchaser that the price for the goods or services sold to Purchaser under this order are not ness than those currently extended to any other customer for the same or similar goods and or services in equal or less quantities. If seller reduces its prices for such goods and or services during the term of this order, Seller shall correspondingly reduce the prices of goods and or services sold thereafter to Purchaser under this order.
Invoices shall be rendered in duplicate and shall contain the purchase order number, item number, description of goods or services, quantities, unit prices, and total purchase price. All taxes shall be stated separately. Payment shall be made on the terms of Net 30 days.
All goods must be packaged in the manner as specified by the purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If purchaser does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. If purchaser does not specify the manner of shipment, route or carrier, seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this order.
All goods and services will be subject to inspection and test by Purchaser and its customer at all times and places including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve the seller from responsibility for such goods or services as are not in accordance with this order nor impose liabilities on Purchaser for them. Requirements for the supplier to:
Supplier product that does not meet engineering drawing and/or Purchase Order requirements shall be communicated to ACS prior to product shipment. Notify the organization of nonconforming product, a. If the materials or product are applicable to aircraft part manufacture, the following statement shall be included in the purchase order. b. “The supplier is required to report to the production approval holder if a product or article has been released and subsequently found not to conform to the applicable design data” and must obtain organization approval for nonconforming product disposition.
Purchasing payment for the goods shall not constitute an acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered by be returned to the Seller at its expense. Payment, if any, made for any good rejected thereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Purchaser and its customer covering the goods and services ordered. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this order, including any applicable drawings and specifications, then Purchaser, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion my reject and return such goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services. If seller fails to make the necessary inspection removal and replacement in a time and manner satisfactory to Purchaser, Purchaser may at its option inspect and sort the goods; Seller will pay any related costs.
Suppliers shall maintain a Quality Management System. The Supplier’s quality system shall satisfy the requirements of the ISO9001:2015 and/or the AS9100 Rev D standard, unless otherwise approved by ACS. Any substantial changes to the Suppliers’ quality system must be communicated to ACS in writing. Suppliers shall notify ACS of changes to processes, products, or services.
Traceability for Raw Material used to manufacture components and parts is required and shall be retained and provided to ACS upon delivery of manufactured parts.
Suppliers to ACS who receive CAD/CAM/CAI/CAE datasets or drawings from ACS either in hardcopy or electronic format shall not alter or modify these datasets or drawings. Supplier must treat these datasets and drawings as ACS confidential information and protect them as outlined in the non-disclosure agreement between ACS and Supplier.
ACS reserves the right to perform an on-site inspection of the Supplier’s facility. This includes ACS, their customer and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. ACS will give reasonable notification to the Supplier prior to the on-site inspection. The onsite inspection may include surveillance of the Supplier’s facilities, procedures, production methods, processes, and the Supplier’s Quality System. The Supplier shall furnish, at no cost, the necessary data as required by applicable drawings, Purchase Order, specifications, and inspection instructions to facilitate the on-site inspection.
Seller represents and warrants that (a) all goods and services are free from any claim of any nature by any third person and that Seller will convey clear title to purchaser, (b) all services are performed in a manner acceptable in the industry and in accordance with generally accepted standards, are free from all defects, are fit for the particular purposes for which they are purchased and that the goods and services are provided in strict accordance with the specifications, drawings, designs or other requirements approved or adopted by Purchaser. Purchaser’s inspection, test, acceptance, or use of the goods shall not affect seller’s obligations under these warranties. Seller shall replace or correct, at Purchaser’s option and at Seller’s cost, defects of any goods not conforming to these warranties. All warranties of seller herein or which are implied by law shall survive any inspection, delivery, acceptance, or payment by purchaser. Any attempt by seller to limit, disclaim, or restrict these warranties or any remedies of purchaser, by acknowledgment or otherwise, in accepting or performing this order, will be null, void, and ineffective without purchaser’s written consent.
Right of access by the organization, their customers, and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.
INDEMNIFICATION
Seller shall indemnify and hold purchaser and its affiliates harmless and, upon request, shall defend each of them from and against any or all claims, demands litigation or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability or any other theory, and from and against all direct, indirect, special exemplary, incidental or consequential damages of every kind whatsoever, arising out of by reason of, or in any way connected with the goods and or services, the design, manner of preparation, manufacture, construction, completion or delivery or non-delivery of any goods and/or services by seller or any of seller’s employees, workers, servants, agents, subcontractors or suppliers. Seller shall, upon request, pay or reimburse purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss or damage.
PURCHASERS AGGREGATE LIABILITY ARISING FROM AOR RELATING TO THIS ORDER IS LIMITED TO THE AMOUNT PAID BY PURCHASER FOR THE GOODS AND OR SERVICES. TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES EVEN IF PURCHASER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Tangible or intangible property of any nature furnished to seller by purchaser or specifically paid for in whole or in part by purchaser, and any replacements or attachments, are the property of purchaser and, unless otherwise agreed in writing by purchaser, will be used only by seller solely to render services or provide goods to purchaser. Seller will not substitute any property or take any action inconsistent with purchaser’s ownership of such property. While in seller’s custody or control such property will be held at seller’s risk, will be kept insured by seller at its expense for its replacement cost with loss payable to purchaser and will be subject to removal at purchaser’s written request, in which event seller will prepare such property for shipment and redelivery to purchaser in the same condition as originally received by seller, reasonable wear and tear excepted, al at seller’s expense.
At all times purchaser will have the right to make changes to this order including changes to the drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or locations of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this order will be modified in writing accordingly.
Seller represents and warrants that it is in compliance with all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all federal, state, or local laws or ordinances and all related lawful orders, rules and regulations. Seller will also comply with any provisions, representations or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any order. The seller will ensure that all persons, either employees or contractors, understand their contribution to product or service conformity, product safety and the importance of ethical behavior. The seller will ensure the appropriate flow down of technical documentation and other required information to sub-suppliers, in accordance with statutory and regulatory requirements (i.e.: FAA, EASA, or export control regulations) as required and ensure compliance with these requirements.
To prevent the purchase of counterfeit or suspect / unapproved products and to ensure product identification and traceability (and for other reasons), Supplier will institute controls that include the requirement of Material Certificates, Certificates of Conformity, and/or other supporting documentation as is appropriate. The Supplier shall notify ACS as soon as it becomes aware of any Counterfeit materials or Suspected Counterfeit materials supplied to ACS. Material and part substitutions are not allowed unless authorized by ACS and documented in the Purchase Order. Nonconforming, counterfeit parts shall be segregated and dispositioned in a manner to prevent re-entering into production and shipment to the Buyer. All occurrences of counterfeit parts shall be documented and reported, as appropriate, to external organizations (i.e. regulatory enforcement agencies). Sellers shall be held liable for any counterfeit parts entering the buyer’s facility up to and including all cost incurred by the Buyer resulting from the counterfeit part(s).
Notwithstanding any document marking to the contrary, any knowledge or information which the seller will have disclosed or may later disclose to purchaser, and which in any way relates to the goods or services covered by this order will not, unless otherwise specifically agreed to in writing by purchaser, be deemed to be confidential or proprietary information, and will be acquired by purchaser, free from any restrictions. Seller will keep confidential any technical, process, economic or other information derived from drawings, specifications, and other data furnished by purchaser in connection with this order and will not divulge, export, or use directly or indirectly such information for the benefit of any other party without obtaining purchaser’s prior written consent. Except as required for the efficient performance of this order, seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of purchaser.
Purchaser may terminate all or any part of this order for convenience at any time by written notice to seller. Upon such termination, purchaser’s liability will be limited to reasonable termination charges mutually agreed by seller and purchaser, provided that seller must specify any proposed charges in writing within fifteen (15) days after termination. This order shall terminate automatically, without notice, if seller becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
The following additional Quality Requirements shall be required as applicable unless otherwise noted. If the Supplier is unable to meet any of the applicable requirements, the Supplier must notify ACS before starting any work or fulfilling any Purchase Order.
a. If noted in the Purchase Order, the Supplier shall submit a First Article Inspection report that conforms to AS9102 requirements for the first production run of product. Other forms of inspection reports may be acceptable if approved by ACS. Also, per AS9102 section 5.3, the Supplier shall perform and submit a full FAI, or a partial FAI for affected characteristics, when any of the following events occurs:
b. A change in the design affecting, fit, form, or function of the part.
c. A change in manufacturing source(s), process(es), inspection method(s),location of manufacture, tooling or materials, which can potentially affect fit,form or function.
d. A change in numerical control program or translation to another media thatcan potentially affect fit, form or function.
e. A natural or man-made event, which may adversely affect the manufacturing process.
f. A lapse in production for two years or as specified by ACS.
g. The Supplier should, when practical, clearly identify (mark/tag – nonpermanent) the product used to develop the FAI. All certifications and test reports required by the Purchase Order and/or drawing(s) shall be submitted with the FAI package which includes a copy of the assembly, sub-assembly,and detailed FAI reports as applicable.
a. All remaining material shelf-life will be discussed at time of purchase.Unless otherwise specified in the material specification or Purchase Order,each container shall be identified to include at a minimum:
b. Manufacturer Name
c. Compound & Specification Number (if applicable)
d. Batch Number assigned by manufacturer
e. Expiration Date
f. Storage Temp Requirements (if applicable)
Each shipment must be accompanied by one legible copy of a statement of conformance unless otherwise noted in the Purchase Order. This statement shall specify that all contractual requirements have been adhered to including all specifications and other applicable documents as cited in the purchase agreement and that evidence is on file for review by an ACS quality representative. The statement of conformance must contain as a minimum: the part number, Purchase Order number,quantity, revision as specified on the Purchase Order, name and address of thecompany certifying the part as well as a signed or printed signature.
4. Special Process Certification
A copy of the certified inspection report shall be submitted with the shipment that assures conformance to all applicable processing requirements. These certificates must contain reference to the specification and revision to which the processing conformed, the condition to which the material was processed (when applicable), thename and address of the agency that performed the processing. Traceability from the certification to the material submitted is required and shall be retained. All test andinspection results as required by applicable process specification shall be reported.
5. Raw Material Certification
A copy of the raw material certification shall be submitted with the shipment that assures conformance to all applicable raw material specification requirements,including Conflict Mineral information, per the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, regarding Gold, Tin, Tungsten and Tantalum. ACSmust be informed and the smelter information must be made available to verifycompliance with the requirements of the Act. These certificates must contain reference to the specification and revision to which the material conforms. All chemical, physical,and mechanical properties test results required by the specification shall be retained by the Supplier. Traceability from the certification to the material submitted is requiredand shall be retained.
6. Calibration Traceability
For calibration Purchase Orders, all gauges and instruments must be calibrated using standards whose accuracies are traceable to the National Institute of Standards and Technology, the General Conference of Weights and Measures, or fundamental ornatural physical constants. The supplier shall establish and maintain a documented Calibration / Measurement System in compliance with ANSI – Z540.1 or ISO 10012-1 for the control of measuring and test equipment. All provided calibration certifications must specifically state compliance with ISO/IES 17025.
7. Ensuring that persons are aware of their contribution to product or service conformity; their contribution to product safety; the importance of ethical behavior.
8. Supplier must be committed to the highest standards of ethics and businessconduct.
Supplier must comply with the law, honor commitments, act in good faith,and be accountable. Supplier must strive to maintain full compliance with all lawsand regulations applicable to the operation of the business and customerrelationships. Supplier will respect the legitimate proprietary rights and intellectualproperty rights of customers and Suppliers and take proper care to protect sensitiveinformation, including confidential, proprietary and personal information.
9. Supplier will ensure that employees and people working on their behalf are aware of:
• Their contribution to product or service conformity
• Their contribution to product safety
• The importance of ethical behavior
From final design to certification, ACS offers unmatched composite capabilities.
