SUPPLIER / VENDOR TERMS AND CONDITIONS
Unless otherwise specifically agreed to in writing, the following terms and conditions shall apply to the SUPPLIER’S acceptance of Purchase Order and Airgroup Dynamics’s Inc. (ADI) acceptance of ordered items. The acceptance of order by the SUPPLIER shall be conclusive evidence of the SUPPLIER’S approval, consent, and agreement to the terms and conditions herein. Any terms and conditions listed on any SUPPLIER documents which are in addition to or in conflict with these terms and conditions are objected to and shall not become part of this transaction.
The SUPPLIER must acknowledge the order and notify ADI, within one business day, if the order will be fulfilled or not.
If the SUPPLIER becomes aware of any circumstances that are likely to cause a delay in delivery of the ordered item(s), the SUPPLIER will immediately notify ADI in writing stating the reason for the delay and the updated delivery date. Upon receipt of this information, ADI reserves the right to keep or cancel the purchase order without liability or penalty. ADI also reserves the right to cancel a purchase order if the SUPPLIER cannot meet the needs of an expedited purchase order.
SUPPLIER shall maintain a quality management system, preferably one that is approved by FAA, EASA or ISO9001 / AS9100, or which is acceptable and appropriate for the items supplied hereunder and shall comply with general industry standards. Items supplied shall meet the requirements of the applicable technical specifications and documentation (drawings, specifications, standards, etc.). It shall be the sole responsibility of the SUPPLIER to monitor that the technical specifications regarding materials, methods, form, fitness, and function are observed, whether or not the items have been manufactured by SUPPLIER or by any of SUPPLIER’S subcontractors. If no specific requirements are stated, good industry and craftsman-like practice shall be observed. Items are to be manufactured in accordance with spares configuration guidelines.
All items must conform to the Original Equipment Manufacturer's (OEMs) specifications and tests. An 8130-3 tag (Serviceable Tag) or Certification of Conformance must accompany the items from SUPPLIER’S facility, including a statement of the condition of the item, back-up data on file for inspection, and signed by an authorized representative of the SUPPLIER. Should such certification not accompany the shipment, items will be held in quarantine and no payment will be processed until the proper certification is received. ADI reserves the right to be supplied with and/or audit such certification on all new items purchased. ADI will require traceability back to a valid FAA, EASA, OEM, or an approved source (such as a 121 operator or a 145 repair station) and full source documentation. All raw material, machining, and processing certifications shall be supplied at no cost if requested. All Certifications and related documentation must be retained on file by SUPPLIER for a period of at least five (5) years after completion of this Purchase Order. ADI must be notified in advance of order if PMA parts are to be supplied.
The SUPPLIER is liable for all defects in items delivered, including concealed defects, even if they are recognizable and discovered only upon processing, installation, and/or use, and this is not subject to any time limit for claim by ADI. The SUPPLIER shall indemnify and hold ADI harmless from all claims arising from infringement of industrial property rights, patents, copyrights, and other third-party rights, and SUPPLIER agrees that it will defend at its own expense any and all suits against ADI for infringement of any United States or foreign patent, copyright, or other intellectual property right. ADI has the option to reject nonconforming items. All rejected items will be returned at SUPPLIER’S expense. In urgent cases or in the event of delay in supplying a replacement, ADI shall, at the SUPPLIER’S expense, have the right to remedy the defects, or to procure a replacement elsewhere. This shall not affect ADI’S statutory warranty and liability claims, which are in addition to those expressly set forth herein. SUPPLIER shall maintain Aviation Product Liability Insurance in a reasonable amount, and shall provide a Certificate of such insurance to ADI upon request.
Unless otherwise specified, all packing and packaging shall comply with best commercial practice. The price includes all charges for such packing, packaging, and transportation to the FCA shipping point. All items must be packed in accordance with manufacturer specifications. All shipments to ADI must be visually identified with the Purchase Order number on the exterior of package/box so that packages/boxes do not have to be opened to verify order. Unidentified shipments may be refused and returned to sender. All crating and pallet materials used in shipments to or on behalf of ADI must comply with the International Plant Protection Convention’s (IPPC) International Standards for Phytosanitary Measures (ISPM). Refer to the ISPM’s publication Guide for Regulating Wood Packaging Material in International Trade located on the IPPC website at http://www.ippc.int. All Shipments must be packaged for international shipment, failure to do so will cause ADI to repackage and assess SUPPLIER for any associated charges. All Hazardous Materials/Dangerous Goods shipped to or on behalf of ADI, must be packaged, labeled, and shipped in accordance with, and comply with the International Air Transport Association (IATA) and Federal Aviation Administration (FAA) regulations, as well as any and all other applicable laws and regulations. UN number required with hazardous materials as per IATA and FAA regulations. All shipments must be packaged in a way that shipped material will not be damaged.
MATERIAL SAFETY DATA SHEET (M.S.D.S.)
If an M.S.D.S. is required for this material, the SUPPLIER shall include one copy of the M.S.D.S., and it shall be identifiable and provided with each shipment of the items furnished under this order.
All invoice payments will be issued within seven days after the receipt and acceptance of items and payment terms. If the order requirements are not met, payment, including COD shipments, will be delayed a corresponding amount of time until such requirements are met.
All prices are stated in U.S. Dollars and shall stay firm during the entirety of the purchase order. Any price increases will be absorbed by the SUPPLIER.
Nonconforming items that result from this purchase order, whether produced through manufacturing process, or a product from overhaul/repair maintenance activity, shall be destroyed if they cannot be repaired. In a case where an item/product is found to be nonconforming after being sent to ADI, the SUPPLIER must notify ADI immediately of the nonconforming item/product.
RIGHT OF ENTRY
SUPPLIER hereby grants to ADI, its customers, and any applicable regulatory agencies, the right to enter on its premises as well as other necessary places, during normal business hours, for the purpose of inspection of SUPPLIER’S facilities and systems to ensure SUPPLIER’S compliance with the terms and requirements of order, including the quality of the contracted work, records, and materials.
SUPPLIER shall provide to ADI at its earliest convenience, but in no cases less than twenty-four (24) hours before shipment, the following information for all items: (1) the applicable United States Munitions List (“USML”) category or Export Control Classification Number (“ECCN”); (2) the Harmonized Tariff Schedule code; and (3) the Country of Origin. If an item is controlled by the International Traffic in Arms Regulations (“ITAR”), SUPPLIER shall also advise ADI if the item is Significant Military Equipment (“SME”), a Major Component, or under the Missile Technology Control Regime (“MTCR”). For orders shipping from outside of the United States, SUPPLIER shall strictly follow all ADI shipping instructions and shall provide copies of the following documents to ADI prior to, but in no case no later than the time of shipment: (1) FAA/EASA/TCCA or other civil aircraft certification, if applicable; (2) Commercial Shipping Invoice; (3) Packing List; (4) Airway Bill; (5) Foreign Sales Declaration, if applicable; and (6) any other document required per commodity type. If SUPPLIER is engaged in the United States in the business of exporting, manufacturing, brokering, or any other value added service of items controlled by the ITAR, SUPPLIER represents that it is registered with the Directorate of Defense Trade Controls (“DDTC”), as may be required by 22 C.F.R. 122.1 and/or 22 C.F.R. 129.3 of the ITAR and that it maintains an effective export/import compliance program in accordance with DDTC guidelines.
DEBARMENT OF SELLER
If SUPPLIER (or any of its subcontractors) is debarred by the U.S. Government from participating in transactions which involve the export of items (whether commercial or military), ADI has the immediate available option of canceling this order without liability of any kind to SUPPLIER. If SUPPLIER (or any of its subcontractors) is debarred by the U.S. Government from selling items either directly to the government or from providing items as a subcontractor in fulfillment of requirements originating with the U.S. Government, ADI has the immediate available option of canceling this order without liability of any kind to SUPPLIER. If ADI only becomes aware of such status of SUPPLIER (or any of its subcontractors) after receipt of the ordered items, ADI may return such items to SUPPLIER and SUPPLIER shall immediately refund all amounts paid by ADI, if any, for such items. It is SUPPLIER’S responsibility to determine if its subcontractors meet the requirements of this paragraph.
ASSIGNMENT & MODIFICATION
SUPPLIER shall not assign, sell, or subcontract this purchase order, or any part thereof, without ADI’s prior written consent. No modification of this order shall be binding, unless agreed to in writing by an authorized representative of ADI.
OUTSIDE MAINTENANCE FUNCTIONS
SUPPLIER shall meet all the requirements set forth by FAA and EASA to be able to perform maintenance functions for ADI. This includes having an FAA approved drug program and a quality management system etc.
Suppliers must have a system for Corrective Action. Corrective Action refers to an internal problem solving process initiated to prevent future delivery of defective product. Emphasis should be on identifying potential problems and implementing a solution at the source.
Corrective action should be performed by an individual knowledgeable in the area or process that caused the defect. That person will conduct a failure analysis to identify the cause of the problem, propose and implement a solution.
The solution should be verified to ensure the problem is solved.
The supplier shall establish, document, implement and maintain a procedure to evaluate if nonconformities are based on human factors and if additional nonconforming parts exist.
Suppliers must provide a Corrective Action response within 30 calendar days. If a response is not received, a reminder call, email, or letter will be sent. If a Corrective Action is not responded to within 60 days of receipt, ADI reserves the right to terminate for cause any open purchase orders with the supplier. Unusual circumstances that require additional time to resolve should be arranged in advance by the supplier through ADI’s Quality department.
SUPPLIER FLOW DOWN
All supplier requirements mandated by ADI must be flowed down to sub-tier suppliers.
The supplier/vendor shall maintain a documented procedure, maintaining and controlling Quality records in accordance with acceptable quality system standards. Upon request, supplier/vendor shall be capable of retrieving and delivering required records to ADI within 48 hours from time of request.
Unless otherwise approved by Airgroup Dynamics, Inc in writing, supplier/vendor shall maintain all records that provide objective evidence of compliance to ADI PO/RO requirements for a minimum of 2 years after the last delivery of products and/or services listed on PO or RO received by Airgroup Dynamics, Inc. Prior to discarding, transferring to another organization, or destruction of such records, the supplier/vendor shall notify the ADI quality in writing and give ADI the opportunity to gain possession of the records. These requirements are applicable to records generated by supplier/vendor’s sub-tier sources.