ACDI Terms and Conditions
|
GENERAL
|
|
|
|
G1
|
ACCEPTANCE OF PURCHASE ORDER/TERMS AND CONDITIONS
(a) This Purchase Order integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and, together with any Exhibits, Attachments, and Change Orders/Task Orders issued hereunder, constitutes the entire agreement between the parties. The parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings other than those expressly set forth or referred to herein.
(b) SELLER’s acknowledgment, acceptance of payment, or commencement of performance, shall constitute SELLER’s unqualified acceptance of this Purchase Order.
(c) Additional or differing terms or conditions proposed by SELLER or included in SELLER’s acknowledgment are objected to by BUYER and have no effect unless expressly accepted in writing by BUYER.
|
|
|
|
|
|
|
G2
|
UNDETERMINED PRICE AND/OR DELIVERY SCHEDULE
In the event that this Purchase Order does not state price or delivery, BUYER will not be bound to any prices or delivery to which it has not specifically agreed in writing.
|
|
|
|
|
|
|
G3
|
TIMELY PERFORMANCE
(a) SELLER’s timely performance is a critical element of this Purchase Order.
(b) SELLER’s failure to deliver goods or services in accordance with the delivery schedule of this Purchase Order shall be considered a material breach of the Purchase Order.
(c) Unless shipment in advance of the delivery schedule has been authorized in writing by BUYER, BUYER may store at SELLER’s expense, or return (shipping charges collect), all goods received in advance of the scheduled delivery date.
(d) If SELLER becomes aware of any actual or potential delay in performing the Work of the Purchase Order, SELLER shall timely notify BUYER, in writing, giving pertinent details and a proposed revised delivery schedule. This notification shall not excuse or change the delivery schedule or constitute a waiver to BUYER’s rights and remedies hereunder unless a written modification of the Purchase Order is issued by BUYER setting forth a revised delivery schedule.
|
|
|
G4
|
TERMINATION FOR CONVENIENCE
(a) BUYER may terminate part or all of this Purchase Order for its convenience by giving written notice to SELLER.
(b) Upon termination, in accordance with BUYER’s written direction, SELLER shall immediately (i) Cease work; (ii) Prepare and submit to BUYER an itemization of all completed and partially completed deliverable items and services; (iii) Deliver to BUYER deliverable items satisfactorily completed up to the date of termination at the agreed upon prices in the Purchase Order; and (iv) Deliver upon BUYER’s request any Work in process.
(c) In the event BUYER terminates for its convenience after performance has commenced, BUYER will compensate SELLER for the actual, allowable, and reasonable expenses incurred by SELLER, plus a reasonable profit, for Work in process up to and including the date of termination provided SELLER use's reasonable efforts to mitigate BUYER’s liability under this clause.
(d) In the event of partial termination, SELLER is not excused from performance of the non-terminated balance of the Work under the Purchase Order.
|
|
|
|
|
|
|
G5
|
TERMINATION FOR DEFAULT
(a) BUYER, by written notice, may terminate this Purchase Order for default, in whole or in part, if SELLER fails to comply with any of the terms of this Purchase Order, fails to make progress so as to endanger performance of this Purchase Order, or fails to provide adequate assurance of future performance.
(b) SELLER shall have five (5) days (or such longer period as BUYER may authorize in writing) to cure any such failure after receipt of notice from BUYER. Default involving delivery schedule delays shall not be subject to this cure provision.
(c) SELLER shall be compensated for Work already delivered to and accepted by BUYER. BUYER may require SELLER to deliver to BUYER any supplies and materials, manufacturing materials, and manufacturing drawings that SELLER has specifically produced or acquired for the terminated portion of this Purchase Order. BUYER and SELLER shall agree on an amount of payment for these other deliverable items.
(d) SELLER shall continue all work, not terminated.
(e) In the event of SELLER’s default, BUYER may exercise any or all rights occurring to it, both in law, including without limitation, those set forth in Article 2 of the Uniform Commercial Code, or in equity.
|
|
|
|
|
|
|
G6
|
BUYER's PROPERTY
All drawings, tools, jigs, dies, fixtures, materials and other items supplied or paid for by BUYER shall be and remain the property of BUYER; and BUYER shall have the right to enter SELLER's premises and remove any such property at any time without being liable for trespass or damages of any sort. SELLER shall also have the obligation to maintain any and all property furnished by BUYER to SELLER and shall be responsible for all loss or damage to said property except for normal wear and tear. BUYER’s property shall only be used for the performance of this Purchase Order.
|
|
|
|
|
|
|
G7
|
WARRANTIES
SELLER warrants to BUYER, and BUYER’s successors, assigns, customers, and users of Goods sold by BUYER, for a period of thirty-six (36) months after acceptance of the goods or services by BUYER’s customer, that all Goods provided hereunder shall be: merchantable and fit for the purpose intended; new; free from defects in material and workmanship; with regard to Goods designed by SELLER, free from defects in design; in compliance with all applicable Specifications, Drawings, and performance requirements; free from liens or encumbrances on title; and if the Goods are, or contain, hardware, software and firmware products, be able to accurately process date/time data (including, but not limited to, calculating, comparing, and sequencing all times and dates), and are free of viruses and other sources of network corruption, and if the Order requires specific products to perform as a system, the foregoing warranty shall apply to those products as a system (collectively for this Article “Warranty”).
|
|
|
|
|
|
|
G8
|
CHANGES
(a) BUYER shall save the right to suspend work or to make changes at any time, by written notice, in the services to be provided or the goods to be furnished by SELLER.
(b) If any such suspension or change causes an increase or decrease in the cost of performance of this Purchase Order or in the time required for its performance, an equitable adjustment shall be negotiated promptly and the Purchase Order shall be modified accordingly.
(c) SELLER must assert its right to an equitable adjustment under this clause within thirty (30) days from receipt of the written change order.
(d) Failure to agree to any adjustment shall be resolved in accordance with the “Disputes” clause of this Purchase Order. However, nothing contained in this “Changes” clause shall excuse the SELLER from proceeding without delay in the performance of this Purchase Order as changed by BUYER.
|
|
|
|
|
|
|
G9
|
INFRINGEMENTS
SELLER warrants that all work, materials, services, equipment, parts and other items provided by SELLER pursuant to this Purchase Order, which are not BUYERS design, shall be free from claims of infringement (including misappropriation) of third party intellectual property rights and that any use or sale of such items by BUYER or any of BUYER’s customers shall be free from any claim of infringement. SELLER shall indemnify and save BUYER, and its customers harmless from any and all expenses, liability and loss of any kind (including all costs and expenses including attorneys' fees) arising out of claims, suits, or actions alleging such infringement, which claims, suits or actions SELLER, hereby, agrees to defend, at SELLER's expense, if requested to do so by BUYER.
|
|
|
|
|
|
|
G10
|
INDEMNITY AGAINST CLAIMS
(a) SELLER shall indemnify and hold harmless BUYER from and against any actual or alleged liability, loss, costs, damages, liens, encumbrances, fees of attorneys, and other expenses which BUYER may sustain or incur in consequence of (i) SELLER’s failure to pay any employee, supplier, mechanic, or subcontractor for the Work rendered under this Purchase Order, or (ii) any claims made by SELLER’s personnel against BUYER.
(b) SELLER may be required by BUYER to provide a satisfactory release of liens as a condition of final payment.
|
|
|
|
|
|
|
G11
|
INTERNATIONAL TRANSACTIONS
Payment will be in United States dollars unless otherwise agreed to by specific reference in the Purchase Order.
|
|
|
|
|
|
|
G12
|
GRATUITIES/KICKBACKS
No gratuities (in the form of entertainment, gifts or otherwise) or monetary kickbacks shall be offered or given by SELLER to any employee of BUYER for the purpose of obtaining or rewarding favorable treatment as a supplier. This prohibition does not apply to customary business courtesies of a nominal intrinsic value (defined as $50.00 or less) such as a lunch or dinner meal while discussing business, or snacks and refreshments provided during a business meeting.
|
|
|
|
|
|
|
G13
|
WAIVERS, APPROVALS, AND REMEDIES
(a) Failure of BUYER to enforce any provisions of this Purchase Order shall not be construed as a waiver or relinquishment by BUYER of the requirements of such provisions, or as a waiver of the right of the BUYER thereafter to enforce each provision.
(b) BUYER’s approval of documents shall not relieve SELLER of its obligation to comply with the requirements of the Purchase Order.
(c) The rights and remedies of BUYER in this Purchase Order are cumulative and in addition to any other rights and remedies provided by law or in equity.
|
|
|
|
|
|
|
G14
|
PURCHASE ORDER DIRECTION
(a) Only the BUYER’s Procurement Representative has authority to make changes in or amendments to this Purchase Order. Changes to the terms and conditions of this Purchase Order shall not be waived, altered, modified, amended or supplemented in any manner without the prior written approval of the BUYER’s Procurement Representative.
(b) BUYER’s engineering and technical personnel may from time to time render assistance or give technical advice or discuss or affect an exchange of information with SELLER’s personnel concerning the Work hereunder. No such action shall be deemed to be a change under the “Changes” clause of this Purchase Order and shall not be the basis of an equitable adjustment.
(c) Except as otherwise provided herein, all notices and communications to be furnished by the SELLER shall be sent to the BUYER’s Procurement Representative.
|
|
|
|
|
|
|
G15
|
SEVERABILITY
Each paragraph and provision of this Purchase Order is severable. If any one provision of this Purchase Order is declared by a court of competent jurisdiction to be invalid or in conflict with the law, the remaining paragraphs and provisions of this Purchase Order shall remain in full force and effect.
|
|
|
|
|
|
|
G16
|
FORCE MAJEURE
(a) SELLER shall not be liable for any failures, delays, or defaults in performing its obligations hereunder due to circumstances or acts beyond SELLER’s reasonable control, including, without limitation, acts of any governmental authority (including delay or failure to act), war (declared or undeclared), riot, revolution, fires, strikes, unforeseen labor disputes, floods, sabotage, freight embargoes, unusually severe weather and the like.
(b) SELLER shall immediately notify BUYER of any such force majeure event and provide an estimate of the duration thereof. SELLER shall immediately notify BUYER of the cessation of the force majeure event.
(c) BUYER may extend the Purchase Order delivery schedule for a period of time equal to the time of the force majeure event, or BUYER may terminate this Purchase Order upon written notice after determining such delay will unreasonably prevent the successful performance of this Purchase Order
|
|
|
|
|
|
|
G17
|
APPLICABLE LAW
(a) This Purchase Order shall be construed and enforced according to the laws of the Commonwealth of Massachusetts.
(b) Any action, suit, or proceeding between the BUYER and the SELLER in regard to this Purchase Order or arising out of the terms and conditions shall only be instituted and litigated in the District Courts of Hampden/Hampshire County for the Commonwealth of Massachusetts.
(c) In accordance with this Massachusetts choice of law and choice of venue provision, the parties agree that they are subject to personal jurisdiction in Massachusetts and hereby waive any right it may have to assert the doctrine of forum non conveniens or similar doctrine, or to object to venue with respect to any proceeding brought in accordance with this Purchase Order.
(d) Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Purchase Order.
|
|
|
|
|
|
|
G18
|
INDEMNIFICATION
SELLER shall indemnify, defend and hold harmless BUYER and its, officers, employees, agents and members, from all claims, suits or actions of any nature arising out of or related to the activities of SELLER, its officers, subcontractors, agents or employees under this contract.
|
|
|
|
|
|
|
G19
|
TECHNICAL INTERCHANGE
Technical advice and recommendations (“Advice”) of BUYER personnel are intended for use by SELLER’s personnel having appropriate skill and at SELLER’s own risk. BUYER assumes no responsibility, and SELLER waives all claims against BUYER for results or damages due to SELLER’s use of BUYER’s Advice.
|
|
|
|
|
|
|
G20
|
EXPORT CONTROL
(a) SELLER agrees to comply with all applicable U.S. export control laws and regulations, specifically including, but not limited to, the requirements of the Arms Export Control Act, 22 U.S.C. 2751 – 2794, including the International Traffic in Arms Regulation (ITAR), 22 C.F.R. 120 et seq; and the Export Administration Act, 50 U.S.C. app. 2401 – 2420, including the Export Administration Regulations, 15 C.F.R. 730 – 774; including the requirement for obtaining any export license or agreement, if applicable. Without limiting the foregoing, SELLER agrees that it will not transfer any export controlled item, data, or services, to include transfer to foreign persons employed by or associated with, or under contract to SELLER or SELLER’s lower-tier suppliers, without the authority of an export license, agreement, or applicable exemption or exception.
(b) SELLER agrees to notify BUYER if any deliverable under this Purchase Order is restricted by export control laws or regulations.
(c) SELLER shall immediately notify BUYER’s Procurement Representative if SELLER is, or becomes, listed on any Denied Parties List or if SELLER’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. Government entity or agency.
(d) If SELLER is engaged in the business of either exporting or manufacturing (whether exporting or not) defense articles or furnishing defense services, SELLER represents by accepting this Purchase Order that it is registered with the Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an effective export/import compliance program in accordance with the ITAR.
(e) SELLER shall provide prompt notification to the BUYER’s Procurement Representative in the event of changed circumstances including, but not limited to, ineligibility, a violation or potential violation of the ITAR, and the initiation or existence of a U.S. Government investigation that could affect the SELLER’s performance under this Purchase Order.
(f) SELLER shall be responsible for all losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys’ fees, all expense of litigation and/or settlement, and court costs, caused by any act or omission of SELLER, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of its obligations under this Purchase Order.
|
|
|
|
|
|
|
G21
|
ATTACHMENTS
If attachments are included with the Purchase Order, or incorporated therein by their reference in the Purchase Order, these attachments are to be considered part of the Purchase Order and shall have the full force and effect as if set forth in full text. If requirements documented within such attachments are not fulfilled BUYER will not accept the articles or services and such failure will be considered a breach of the Purchase Order terms and conditions.
|
|
|
|
|
|
|
G22
|
PURCHASE ORDER DATA REQUIREMENTS
All documents requested by BUYER in this Purchase Order must be sent with the article or prior to the receipt of the article.
|
|
|
|
|
|
|
G23
|
CERTIFICATE OF CONFORMITY
A Certificate of Conformity (CoC) shall be provided by SELLER stating the product(s) supplied or the service(s) performed conform in all respects with the requirements of the Purchase Order.
|
|
|
|
|
|
|
G24
|
AVIATION-USE ACKNOWLEDGMENT
SELLER acknowledges that the articles, materials or services obtained under BUYER’s Purchase Order are being purchased for installation or use on an aviation product.
|
|
|
G25
|
PROPRIETARY DATA
(a) SELLER shall keep confidential the features of any specifications, information, data, drawings, software, equipment, tools, and other data furnished by the BUYER and will use such items only in the production of goods and/or performance of services covered by this order or other orders from BUYER. SELLER agrees that any BUYER-owned data, designs or other information supplied by or on behalf of BUYER shall not be disclosed in whole or in part to third parties without express written permission from BUYER. The preceding sentence does not apply to authorized vendors of SELLER when they perform services on SELLER’s behalf under this Purchase Order. In such cases, SELLER will ensure that its vendors execute non-disclosure agreements, a copy of which shall be provided to BUYER upon request. SELLER further agrees that such BUYER-owned or furnished data and information shall only be used in the performance of this or any other contract with BUYER. SELLER shall not use BUYER-owned data, designs or information supplied by or on behalf of BUYER for manufacture of BUYER’s products, or cause others to do so, without express written authorization from BUYER.
(b) Unless otherwise expressly agreed in writing to the contrary any invention or intellectual property first made or conceived by SELLER in the performance of this Purchase Order or which is derived from or based on the use of information supplied by BUYER shall be considered to be the property of the BUYER; and SELLER shall execute such documents necessary to perfect BUYER's title thereto. Unless otherwise expressly agreed in writing to the contrary any work performed pursuant to this Purchase Order which includes any copyright interest shall be considered a "work made for hire".
|
|
|
|
|
|
|
G26
|
KEY PERSONNEL, FACILITIES, AND PROCEDURES
SELLER shall notify BUYER in writing of any changes in managerial, supervisory or inspection personnel, location, facilities, equipment or procedures that affects the SELLER.
|
|
|
|
|
|
|
G27
|
QUALITY CONTROL ANOMALIES
SELLER shall have a continuing obligation to promptly notify BUYER of known deviation from the quality control requirements of any Purchase Order issued by BUYER and to advise BUYER of the quantity and specific identity of any deliveries to BUYER during the period of any such deviation.
|
|
|
|
|
|
|
G28
|
QUALITY CONTROL SYSTEM
If SELLER maintains a quality system in compliance with any standard issued by the International Organization for Standardization (ISO), 14 CFR parts 21 or 145, ANSI-Z-540 or National Aerospace and Defense Contractors Accreditation Program (NADCAP), SELLER shall notify BUYER of any change to its accreditation or registration status.
|
|
|
|
|
|
|
G29
|
QUALITY ANOMALIES AFFECTING AIRWORTHINESS OF AIRCRAFT, PARTS, AND COMPONENTS
SELLER shall provide timely notification (within 24 hours) to BUYER of known nonconformance’s caused by internal or external processes that may affect the airworthiness of the article. The report shall include, but is not limited to, a description of the full technical discrepancy, articles affected, part numbers and dates the article where delivered to the BUYER.
|
|
|
|
|
|
|
G30
|
SUBSTITUTIONS
SELLER shall not make any substitutions for the parts or services requested in the Purchase Order without prior written approval from BUYER.
|
|
|
G31
|
COMPLIANCE WITH LAWS AND REGULATIONS
(a) SELLER shall comply with all federal, state, and local laws, ordinances, rules and regulations in the production of the goods or performance of services provided hereunder. SELLER shall be responsible for the cost of obtaining any necessary licenses, permits, pay all fees, and other required charges, and shall comply with all of the guidelines and directives any local, state or federal authority.
(b) SELLER shall be responsible for compliance with all requirements and obligations relating to its employees under all local, state, and federal statutes, ordinances, rules, and obligations including, but not limited to, employer’s obligations under laws relating to: income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employers liability insurance; worker’s compensation; veteran’s rights; and all other employment, labor, or benefits related laws.
|
|||
|
|
|
|||
|
G32
|
TOXIC SUBSTANCES
SELLER represents that each chemical substance constituting or contained in Work sold or otherwise transferred to BUYER hereunder is on the list of chemical substances compiled and published by the Administrator of the Environmental Protection Administration pursuant to the Toxic Substances Control Act (15 U.S.C. See. 2601 et seq.) as amended.
|
|||
|
|
|
|||
|
G33
|
MATERIAL SAFETY DATA SHEET
SELLER shall provide to BUYER with each delivery any Material Safety Data Sheet applicable to the Work in conformance with and containing such information as required by the Occupational Safety and Health Act of 1970 and regulations promulgated thereunder.
|
|||
|
|
|
|||
|
G34
|
INSPECTION AND ACCEPTANCE
(a) SELLER agrees to permit BUYER and/or its Government customer access to SELLER’s facility at reasonable times and places, when practicable, to inspect all Work during the manufacturing or service process and before shipment. SELLER shall provide all information, facilities, records and assistance necessary for the safe and convenient inspection without additional charge.
(b) No such inspection shall relieve SELLER of its obligations to furnish all Work in accordance with the requirements of this Purchase Order. BUYER’s final inspection and acceptance shall be at destination.
(c) SELLER acknowledges that its failure to allow authorized representatives to perform these activities will preclude BUYER from approving SELLER’s Work for return to service and shall be grounds for BUYER not making any payment to SELLER for Work performed.
(d) SELLER shall be liable to BUYER for any and all consequential damages that result from SELLER’s refusal to allow duly authorized representatives of the FAA to conduct an inspection of SELLER’s facilities during the time SELLER is performing Work on behalf of BUYER.
(e) If SELLER delivers non-conforming Work, BUYER may (i) accept all or part of such Work at an equitable price reduction; (ii) reject such Work; or (iii) make, or have a third party make, all repairs, modifications, or replacements necessary to enable such Work to comply in all respects with Purchase Order requirements, and charge the cost incurred to SELLER.
(f) SELLER shall not re-tender rejected Work without disclosing the corrective action taken.
|
|||
|
G35
|
DISPUTES
All disputes under this Purchase Order, which are not disposed of by mutual agreement of the parties, may be decided by recourse to an action in law or in equity. Until final resolution of any dispute hereunder, SELLER shall diligently proceed with the performance of this Purchase Order as directed by the BUYER.
|
|||
|
G36
|
PAYMENTS, TAXES, AND DUTIES
(a) Unless otherwise provided, terms of payment shall be Net-thirty (30) days from the receipt of SELLER’s proper invoice after delivery of the Work. BUYER shall have the right of setoff against payments due or at issue under this Purchase Order or any other Purchase Order or Contract between the parties.
(b) Each payment shall be subject to reduction to the extent of amounts, which are found by BUYER not to have been properly payable, and shall also be subject to reduction for overpayment.
(c) Payment shall be deemed to have been made as of the date of mailing BUYER’s payment or electronic funds transfer.
(d) Unless otherwise specified, prices include all applicable federal, state or local taxes, duties, tariffs, and similar fees imposed by any government, all of which shall be listed separately on the invoice.
|
|||
|
|
|
|||
|
G37
|
ASSIGNMENT
SELLER may not assign any rights or delegate any of its obligations due or to become due under this Purchase Order without the prior written consent of BUYER. Any purported assignment or delegation by SELLER without such consent shall be void.
|
|||
|
|
|
|||
|
PRODUCTION
|
|
|||
|
P1
|
A list of all drawings including (rev and date) or documentation used to produce or provide services to the article.
|
|||
|
|
|
|||
|
P2
|
SELLER shall provide receiving inspection records to ensure article or service complies to design requirements. This shall include available dimensional, non-destructive and performance test records.
|
|||
|
|
|
|||
|
P3
|
SELLER shall not start production of the article prior to receiving approval of the Manufacturing Plan by BUYER.
|
|||
|
|
|
|||
|
P4
|
SELLER acknowledges that BUYER is the sole owner of the PMA design, which has been approved by the United States Federal Aviation Administration (FAA).
|
|||
|
|
|
|||
|
P5
|
SELLER acknowledges that the design specifications provided by and referenced in BUYER’s Purchase Order are the property of the BUYER. Under the pertinent FAA and foreign government regulations, these design specifications shall not be changed unless prior written approval is received from the BUYER.
|
|||
|
|
|
|||
|
P6
|
All parts provided under BUYER’s Purchase Order shall be delivered only to BUYER unless BUYER has delegated final inspection authority to SELLER and has authorized SELLER in writing to make direct shipments to BUYER’s customers. SELLER shall maintain records of all direct shipments and make them available to the BUYER or the government upon request.
|
|||
|
|
|
|||
|
P7
|
With respect to parts, materials or services provided pursuant to BUYER’s Purchase Order, SELLER shall not (a) obtain its own Parts Manufacturer Approval (PMA), otherwise sell any part, material or service to any party other than BUYER without BUYER’s written consent.
|
|||
|
P8
|
SELLER agrees to take timely and effective corrective action in response to any deficiencies noted by BUYER during surveys or audits.
|
|||
|
|
|
|||
|
P9
|
Upon BUYER’s request, SELLER agrees to provide BUYER with access to its design data, including any design changes, for submittal to the FAA or NAA in connection with BUYER’s PMA Approval.
|
|||
|
|
|
|||
|
P10
|
SELLER acknowledges that it does not hold FAA design and manufacturing approval for the articles covered by the Purchase Order. Accordingly, BUYER shall have the right to use SELLER’s data to obtain necessary government approval to ensure the articles manufactured by SELLER are eligible for installation on a civil aircraft operated by BUYER or one of its customers.
|
|||
|
|
|
|||
|
P11
|
SELLER represents that it holds a PMA approval from the FAA for the article(s) covered by the Purchase Order.
|
|||
|
|
|
|||
|
QUALITY
|
|
|||
|
Q1
|
The SELLER shall establish and maintain a quality control system that ensures all Purchase Order requirements are met.
|
|||
|
|
|
|||
|
Q2
|
The SELLER’s quality system shall be subject to BUYER’s approval/acceptance, inspection and or audit upon BUYER’s request.
|
|||
|
|
|
|||
|
Q3
|
SELLER shall not make any changes to its quality control procedures that may effect inspection, conformity or the airworthiness of the article without BUYER’s written consent.
|
|||
|
|
|
|||
|
Q4
|
The SELLER shall complete inspections and tests in the required sequence as stated in the “manufacturing plan”.
|
|||
|
|
|
|||
|
Q5
|
Articles failing inspection and/or test shall be treated as nonconforming.
|
|||
|
|
|
|||
|
Q6
|
The SELLER shall maintain a minimum inspection system in accordance with the ACDI Quality Manual, of latest revision or a system approved by BUYER. This shall include but is not limited to: (i). Review and approval of Purchase Orders received from SELLER’s customers and or issued to SELLER’s subcontractors (ii). Receiving inspection for article from suppliers and sub-suppliers (iii). Traceability of article to documentation (iv). Inspection and or test intervals required (v). Final inspection of article prior to shipment to customers (vi). Ensure current documentation is used when performing any work on articles (vii). Identification, control, document and disposition nonconforming articles (viii). Process used to the status of products during SELLER’s processing operation including but not limited to completed and required test and inspections.
|
|||
|
|
|
|||
|
Q7
|
The SELLER shall have implemented procedures for the identification, segregation, preservation and control of non-conforming material, including any non-conforming material supplied by BUYER to the SUPPLIER’s facility.
|
|||
|
|
|
|||
|
Q8
|
If nonconformance occurs, SELLER shall not repair the article without prior approval from BUYER.
|
|||
|
|
|
|||
|
Q9
|
The SELLER shall provide records evidencing all inspections and tests performed in conformance with requirements stated in the Purchase Order. This shall include inspection and test performed at receipt, in-process and at the completion of the process.
|
|||
|
Q10
|
SELLER shall not use a sample inspection as a replacement for a 100% inspection of articles without the approval from the BUYER.
|
|||
|
|
|
|||
|
Q11
|
SELLER shall furnish with the first shipment of the article(s) in which service has been performed, drawings, sketches and or specifications required to permit inspection and or testing of the article or service to insure proper compliance with the Purchase Order.
|
|||
|
|
|
|||
|
Q12
|
The SELLER shall submit an item of the type to be furnished under the Purchase Order and/or the manufacturing plan to BUYER for first article inspection.
|
|||
|
|
|
|||
|
Q13
|
The SELLER shall ensure the article, sent to BUYER for first article inspection, conforms to drawings, manufacturing plan and Purchase Order requirements.
|
|||
|
|
|
|||
|
Q14
|
The SELLER shall provide at no cost to BUYER housing, facilitates, equipment, tooling and technical data necessary to allow and aid proper inspection of the article.
|
|||
|
|
|
|||
|
Q15
|
The SELLER shall determine reason article failed inspection or test and report such failure to the BUYER.
|
|||
|
|
|
|||
|
Q16
|
The SELLER shall identify and verify articles, components and/or material having definite characteristics of quality degradation with age and shall include such shelf life data with each shipment documented specifically for each part.
|
|||
|
|
|
|||
|
Q17
|
SELLER shall provide any required shelf life constraints by the expiration date or the original manufacturing date and length of shelf life. The articles shall have no less than 75% of life remaining at the time the articles are received by BUYER.
|
|||
|
|
|
|||
|
Q18
|
The SELLER shall ensure that it complies with all appropriate and applicable Government specifications and regulations for handling, transporting, and containment of all hazardous materials or any material harmful to human health.
|
|||
|
|
|
|||
|
Q19
|
SELLER shall ensure that all measuring and testing equipment sent to SELLER by BUYER for calibration are traceable to a standard of the U.S. National Institute for Standards and Testing (NIST), the standards setting agency of the cognizant country or the equipment manufacture. Measuring and test equipment shall also be provided to BUYER with a calibration label indicating the identification number of the equipment, the date last calibrated and the date when the next calibration is due.
|
|||
|
|
|
|||
|
Q20
|
SELLER shall ensure that personnel calibrating BUYER’s measuring and test equipment shall have the knowledge, training and experience necessary to ensure proper calibration. The knowledge, training and experience shall be documented and available for BUYER’s inspection.
|
|||
|
|
|
|||
|
Q21
|
The SELLER shall provide calibration records that shall include the name of the person who performed the calibration, the date of calibration, the date when the next calibration is due, the standard used to perform the calibration and the results of the calibration, including the actual readings of the equipment at the test points. A copy of those records shall accompany the calibrated measuring or test equipment when it is returned to BUYER.
|
|||
|
|
|
|||
|
Q22
|
The SELLER shall certify that the article delivered to BUYER and or the service performed for BUYER, conforms in every aspect to the contractual and technical standards of the Purchase Order, engineering drawings, and/or the approved manufacturing plan.
|
|||
|
|
|
|||
|
Q23
|
If the SELLER wishes to deviate from the Purchase Order and or the manufacturing plan due to a discrepancy, such discrepancy shall be reported as soon as practical to the BUYER. SELLER shall not effect any deviation to the requirements of the Purchase Order and/or Manufacturing Plan without the prior written authorization from the BUYER’s Procurement Representative.
|
|||
|
|
|
|||
|
Q24
|
SELLER is responsible for performing all required test unless otherwise notified by the BUYER in writing. The BUYER reserves the right to sample and or test articles necessary to ensure that the article conforms to the Purchase Order.
|
|||
|
|
|
|||
|
Q25
|
The SELLER is required to flow down to it vendors applicable requirements contained in the Purchase Order documents, including any testing required by the sub-vendor. This is to include, but is not limited to, key characteristics as well as contractual data retention requirements.
|
|||
|
|
|
|||
|
Q26
|
The SELLER is required to maintain a procedure for evaluating and approving SELLER’s vendors and sub-vendor's.
|
|||
|
|
|
|||
|
Q27
|
The SELLER shall not make any changes to the design of the article, including but not limited to, materials that would affect its performance, without prior written approval from the BUYER’s Procurement Representative.
|
|||
|
|
|
|||
|
Q28
|
SELLER shall not use nonconforming articles or materials in work being performed for BUYER.
|
|||
|
|
|
|||
|
Q29
|
SELLER shall not change any process, steps, material, procedures or drawings specified in the approved frozen manufacturing plan.
|
|||
|
|
|
|||
|
Q30
|
SELLER shall not submit a previously rejected article(s) for re-approval without documentation stating the article(s) was previously rejected by the BUYER and is being resubmitted for approval. The documentation submitted with the article(s) shall include, but is not limited to, the reason for previous rejection and changes made to the article(s).
|
|||
|
|
|
|||
|
Q31
|
SELLER shall not relocate any production, manufacturing and/or processing facilities during work performed without prior approval from the BUYER.
|
|||
|
|
|
|||
|
Q32
|
Inspection- SELLER shall maintain inspection and test results for required inspections and tests of articles shipped to BUYER under its Purchase Order or manufacturing plan.
|
|||
|
|
|
|||
|
Q33
|
Time of retention- SELLER shall retain all records pertaining to this Purchase Order or applicable manufacturing plan for a minimum of a period defined on the Purchase Order after the completion of the service or article covered by this Purchase Order.
|
|||
|
|
|
|||
|
Q34
|
Marking- The SELLER shall identify articles as specified on the appropriate engineering drawing. If identification is not specified on the engineering drawing, identification shall be as provided on the Purchase Order.
|
|||
|
|
|
|||
|
Q35
|
Article(s) or Service(s) delivered by the SELLER to the BUYER may be rejected if the requirements of the Purchase Order, manufacturing plan and/or engineering drawings are not met. Upon rejection, the BUYER may require the SELLER to repair, replace or reimburse the purchase price. BUYER can however, keep and rework any such materials and SELLER shall be responsible for the cost of repair, rework, replacement, inspection, transportation, repackaging, and/or reinspection by BUYER.
|
|||
|
|
|
|||
|
Q36
|
Articles delivered showing evidence of flaws, mishandling or abuse may be rejected by the BUYER.
|
|||
|
|
|
|||
|
Q37
|
Acceptance of article(s) or service(s) by BUYER takes place after BUYER obtains physical possession of the article(s), and a reasonable time for inspection to determine conformance has occurred. The reasonable time for inspection shall be no less than 90 days after physical possession is achieved by the Purchaser.
|
|||
|
|
|
|||
|
Q38
|
The SELLER shall insure that articles provided to BUYER are packed and shipped in such a manner to provide adequate physical protection.
|
|||
|
|
|
|||
|
Q39
|
If warning label is required in compliance with government regulation, packaging shall reflect such compliance.
|
|||
|
|
|
|||
|
Q40
|
If BUYER requires special packaging of article(s), such requirements will be prescribed in the Purchase Order or through communication to the SELLER by BUYER.
|
|||
|
|
|
|||
|
Q41
|
SELLER warrants test equipment used on article or during service is calibrated to National Institutes for Standards and Testing (NIST).
|
|||
|
|
|
|||
|
Q42
|
SELLER shall establish and maintain a quality control system acceptable to the BUYER for the products/services procured under this contract. SELLER shall not make any changes to its quality control procedures that may effect inspection, conformity or the airworthiness of the article without BUYER’s written consent.
|
|||
|
|
|
|||
|
Q43
|
SELLER warrants test equipment used on articles or during service is calibrated to National Institutes for Standards and Testing (NIST) or the standards setting agency of the cognizant country or the equipment manufacture.
|
|||
|
|
|
|||
|
Q44
|
SELLER shall not perform rework without the prior written approval from the BUYER.
|
|||
|
|
|
|||
|
MAINTENANCE
|
|
|||
|
M1
|
SELLER shall provide a maintenance record that meets the requirements of 14 CFR 43.9. FAA form 8130-3 will be accepted as fulfilling these requirements, provided the following additional information is available upon request: (a) A detailed description of work performed with reference to data acceptable to the administrator, this shall include enough information to determine the exact nature of the work performed, parts replaced and tests or inspections accomplished. (b) The name of each person performing work on the article.
|
|||
|
|
|
|||
|
M2
|
SELLER agrees to take timely and effective corrective action in response to any deficiencies noted by BUYER during surveys or audits.
|
|||
|
|
|
|||
|
M3
|
SELLER warrants that it is a certificated repair station under 14 CFR Part 145 (the Federal Aviation Regulations), and that it is appropriately rated to perform the work requested under this Purchase Order. SELLER warrants that it has the housing, facilities, equipment, materials, personnel and data necessary to perform the work described in the Purchase Order.
|
|||
|
M4
|
SELLER warrants that it is an organization accepted by the European Aviation Safety Agency (EASA) to perform maintenance and modifications on aircraft registered in an EASA country or on articles that will be installed in such aircraft. When advised by BUYER, SELLER shall perform the work in accordance with all pertinent EASA requirements and shall provide BUYER with an EASA Form 1 that fully complies with those requirements. Upon BUYER’s request, SELLER shall provide BUYER with a copy of the complete records package prepared in connection with the work performed under the Purchase Order.
|
|||
|
|
|
|||
|
M5
|
SELLER warrants that it is an organization accepted by the National Aviation Authority (NAA) that has jurisdiction over the maintenance/modification being performed to perform maintenance and modifications on aircraft registered in a EASA country or on articles that will be installed in such aircraft. When advised by BUYER, SELLER shall perform the work in accordance with all NAA requirements and shall provide BUYER with appropriate documentation that fully complies with all the NAA requirements. Upon BUYER’s request, SELLER shall provide BUYER with a copy of the complete maintenance or inspection records prepared in connection with the work performed under the Purchase Order.
|
|||
|
|
|
|||
|
M6
|
SELLER acknowledges that it does not hold authority from any NAA to perform maintenance, preventive maintenance or alterations (modifications). Accordingly, BUYER is required under the national aviation regulations to take responsibility for the airworthiness of the work performed on SELLER’s behalf.
|
|||
|
|
|
|||
|
M7
|
SELLER acknowledges that BUYER is required under FAA regulations to determine SELLER follows a quality control system equivalent to BUYER's system, for the services purchased under this contract. SELLER will allow BUYER to perform those activities that, in BUYER’s sole discretion, are necessary to make that equivalence determination, including on site and remote audits, review of SELLER’s quality procedures or any other aspect of SELLER’s quality system.
|
|||
|
|
|
|||
|
M8
|
SELLER acknowledges that the BUYER remains directly in charge of the work referenced in the Purchase Order. Therefore, if SELLER has any questions regarding the work instructions it shall consult with BUYER’s quality department prior to accomplishing any portion of the work covered by the Purchase Order.
|
|||
|
|
|
|||
|
M9
|
(14CFR PART 145 ONLY)
SELLER shall comply with 14 CFR part 121 app. I the "Drug Testing Program" requirements.
|
|||
|
|
|
|||
|
GOVERNMENT
|
|
|||
|
GOV 1
|
The Federal Acquisition Regulations (FAR) and the Defense Federal Acquisition Regulations Supplement (DFARS) clauses shown below are incorporated herein by their reference, with the same force and effect as if they were stated in the Purchase Order in full text, and are applicable, including any notes following the clause citation. If the date or substance of any of the clauses is different from the date or substance of the clause incorporated in the Prime Contract referenced in the Purchase Order, the date or substance of the clause incorporated in the Prime Contract shall apply instead.
|
|||
|
|
|
|||
|
GOV 2
|
52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995).
|
|||
|
|
|
|||
|
GOV 3
|
52.203-7 Anti-Kickback Procedures (JUL 1995).
|
|||
|
|
|
|||
|
GOV 4
|
52.215-2 Audit and Records-Negotiation (JUN 1999).
|
|||
|
|
|
|||
|
GOV 5
|
52.215-12 Subcontractor Cost or Pricing Data (OCT 1997).
|
|||
|
|
|
|||
|
GOV 6
|
52.215-14 Integrity of Unit Prices (OCT 1997).
|
|||
|
|
|
|||
|
GOV 7
|
52.215-15 Pension Adjustments and Asset Reversions (OCT 2004).
|
|||
|
|
|
|||
|
GOV 8
|
52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (Jul 2005).
|
|||
|
|
|
|||
|
GOV 9
|
52.215-19 Notification of Ownership Changes (OCT 1997).
|
|||
|
|
|
|||
|
GOV 10
|
52.215-20 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data (OCT 1997).
|
|||
|
|
|
|||
|
GOV 11
|
52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data - Modifications (OCT 1997).
|
|||
|
|
|
|||
|
GOV 12
|
52.219-8 Utilization of Small Business Concerns (MAY 2004).
|
|||
|
|
|
|||
|
GOV 13
|
52.219-9 Small Business Subcontracting Plan (JUL 2005).
|
|||
|
|
|
|||
|
GOV 14
|
52.222-4 Contract Work Hours and Safety Standards Act - Overtime Compensation (JUL 2005).
|
|||
|
|
|
|||
|
GOV 15
|
52.222-21 Prohibition of Segregated Facilities (FEB 1999).
|
|||
|
|
|
|||
|
GOV 16
|
52.222-26 Equal Opportunity (APR 2002).
|
|||
|
|
|
|||
|
GOV 17
|
52.222-35 Equal Opportunity for Special Disabled Veterans of the Vietnam Era and Other Eligible Veterans (DEC 2001).
|
|||
|
|
|
|||
|
GOV 18
|
52.222-36 Affirmative Action for Workers With Disabilities (JUNE1998).
|
|||
|
|
|
|||
|
GOV 19
|
52.223-11 Ozone-Depleting Substances (MAR 2001).
|
|||
|
|
|
|||
|
GOV 20
|
52.225-1 Buy American Act—Supplies (Jun 2003).
|
|||
|
|
|
|||
|
GOV 21
|
52.225-5 Trade Agreements (JAN 2006).
|
|||
|
|
|
|||
|
GOV 22
|
52.225-13 Restriction on Certain Foreign Purchases (FEB 2006).
|
|||
|
|
|
|||
|
GOV 23
|
52.227-1 Authorization and Consent (JUL 1995).
|
|||
|
|
|
|||
|
GOV 24
|
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996).
|
|||
|
|
|
|||
|
GOV 25
|
52.234-1 Industrial Resources Developed Under Defense Production Act Title III (DEC 1994).
|
|||
|
|
|
|||
|
GOV 26
|
52.244-6 Subcontracts for Commercial Items (FEB 2006).
|
|||
|
GOV 27
|
52.245-2 Government Property (Fixed price Contracts) (MAY 2004) (the following is added as paragraph (m): "Contractor shall provide to BUYER immediate notice of any disapproval, withdrawal of approval, or non-acceptance by the Government of its property control system").
|
|||
|
|
|
|||
|
GOV 28
|
252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract Related Felonies (DEC 2004).
|
|||
|
|
|
|||
|
GOV 29
|
252.204-7000 Disclosure of Information (DEC 1991).
|
|||
|
|
|
|||
|
GOV 30
|
252.208-7000 Intent to Furnish Precious Metals as Government-Furnished Materials (DEC 1991).
|
|||
|
|
|
|||
|
GOV 31
|
252.225-7014 Preference for Domestic Specialty Metals (JUN 2005).
|
|||
|
|
|
|||
|
GOV 32
|
252.225.7016 Restriction on Acquisition of Ball and Roller Bearings (MAR 2006).
|
|||
|
|
|
|||
|
GOV 33
|
252.225.7025 Restriction on Acquisition of Forgings (JUL 2006).
|
|||
|
|
|
|||
|
GOV 34
|
252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (SEP 2004).
|
|||
|
|
|
|||
|
GOV 35
|
252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles (DEC 1991).
|
|||
|
|
|
|||
|
GOV 36
|
252.247-7023 Transportation of Supplies by Sea (MAY 2002).
|
|||
GOV 37
|
REPRESENTATIONS AND CERTIFICATIONS
This clause contains certifications and representations that are material representations of fact upon which BUYER and BUYER’s customers will rely in making awards to SELLER. By accepting BUYER’s Purchase Order, SELLER certifies to BUYER representations and certifications as set forth below in this clause. SELLER shall immediately notify BUYER of any change of status with regard to these certifications and representations.
(a) FAR 52.209-5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters.
(i) Contractor certifies that, to the best of its knowledge and belief, that Contractor and/or any of its Principals, (as defined in FAR 52.209-5,) are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency.
(ii) Contractor shall provide immediate written notice to BUYER if, any time prior to award of any contract, it learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
(b) FAR 52.222-22 Previous Contracts and Compliance Reports. Contractor represents that if Contractor has participated in a previous contract or subcontract subject to Equal Opportunity clause (FAR 52.222-26) (i) Contractor has filed all required compliance reports and (ii) that representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.
(c) FAR 52.222-25 Affirmative Action Compliance. Contract represents (i) that Contractor has developed and has on file at each establishment, Affirmative Action programs required by the rules and regulations of the Secretary of Labor (41 DFR 60-1 and 60-2), or (ii) that in the event such a program does not presently exist, Contractor will develop and place in operation such a written Affirmative Action Compliance Program within one-hundred twenty (120) days from the award of this Contract.
|
|
|
|
|
GOV 38
|
Any FAR or DFARS clause that is incorporated in the Prime Contract, but not mentioned in this Purchase Order, and which is required by the terms of the Prime Contract or by public law, shall apply to this Purchase Order as if it were referenced herein.
|