Purchase Order Terms and Conditions
These terms and conditions of purchase are applicable to purchases made by Aero-Glen International LLC., (“Buyer”) from its vendors and/or suppliers (“Seller”).
This Purchase Order (Order) constitutes an offer by Buyer which is accepted by Seller solely in accordance with the terms set forth herein and on the face of the Order upon the earlier of Seller’s signing and returning the acknowledgment copy hereof or commencement of effort, or delivery in whole or in part of articles or the furnishing of service required herein.
Buyer may at any time by a written order make changes within the general scope of this Order in any one or more of the following:(i) drawings, designs, or specification; (ii) method of shipping or packing; (iii) place or time of delivery; and (iv) quantity. Seller shall proceed immediately to perform this Order as changed. If any such changes caused an increase or decrease in the cost of the time required for the performance of this Order, an adequate adjustment shall be made in the price or delivery schedule, or both and this Order shall be modified in writing accordingly. Any claim for adjustment under this provision must be submitted in writing within 20 days from the date the change is ordered together with cost or pricing data sufficient to permit evaluation of such claim. Failure to the parties to agree upon any adjustment to be made under this clause shall not excuse Seller from proceeding with the Order as change, or as directed by an authorized representative of Buyer’s Purchasing Department.
Seller agrees to deliver acceptable parts in strict conformance to the delivery schedule as it appears on the face of this Order, and agrees that Buyer may return at Seller’s expense and risk all material shipped otherwise. If Seller’s deliveries fail to meet the schedules specified by Buyer with the result that Buyer is compelled to call upon Seller to ship by other than designated routing to expedite delivery, Seller shall assume the difference for the additional cost of transportation. Seller shall suitably pack Goods to insure against damage from weather and transportation and to secure lowest transportation costs and to conform to the requirements of common carriers and any applicable specifications. Buyer may specify the routing of any shipment, but if not specified, Seller shall route shipments to achieve the lowest freight rate. Each notice of shipment shall be delivered to Buyer immediately upon shipment and shall reflect any car number and routing and any other shipment information Seller shall not manufacture or order materials in advance of Seller’s required flow time or deliver any materials in advance of schedule set forth in this Order without Buyer’s written permission. Seller agrees to notify Buyer in writing of any potential delay in schedule. Material delivered under this Order in excess of the amount ordered herein shall be returned to Seller or retained by buyer at no cost to Buyer. Time is of the essence in performance of this Order by Seller.
Buyer may terminate the order in whole or in part for Seller’s default without liability to Buyer;(i) if deliveries are not made at the time or in the quantities specified; (ii) in the event of a breach of applicable specification requirements or any of the other terms or conditions hereof; (iii) in the event of the institution of any proceedings by or against Seller in bankruptcy or insolvency under any provisions of the Bankruptcy Act or for the appointment of a receiver or trustee or any assignment for the benefit of creditor.
Seller warrants to Buyer and Customers that the Goods shall; (i) conform in all respects to all of the requirements of this Order; (ii) be free from all defects in materials and workmanship; and (iii) to the extent not manufactured pursuant to detailed designs furnished by Buyer, be free from all defects in design and fit for the intended purposes.
Certificate of Conformance
Supplier shall submit with each shipment a certificate of conformance stating products shipped are in compliance with PO requirements and all applicable drawings & specifications. The certificate shall include P.O. number, part number with revision level, quantity, lot/batch number, serial number (where applicable), cure date/lube date (where applicable), and be signed by an Authorized Company Representative including title. All certification must be clearly legible. Poor copies may result in rejection of order at seller’s expense. Unless agreed in writing by Buyer, when the supplier is not the Manufacturer, the Manufacturer's Certificate of
Compliance is required, together with certification from any intervening distributor. Material Safety Data Sheets: with any delivery of hazardous material, supplier shall provide the current edition of the Material Safety Data Sheet (“MSDS”) published by the manufacturer.
Invoicing and Payment
A separate invoice shall be issued to the Buyer for each shipment made by Seller. Unless otherwise specified in this Order, and invoice shall not be issued prior to shipment of items and payment will not be made prior to receipt of items and correct invoice. Credit and discount periods will be computed from the date of receipt of the correct invoice to the date Buyer’ check is mailed. . Rejections, delivery delays, and Seller’s errors and omissions shall be cause for withholding payment, and Buyer shall not thereby lose any cash discount privilege. Buyer’s order numbers and symbols must be plainly marked on all invoices, packages, bills of lading and shipping orders. Buyer’s count or weight shall be final and conclusive on shipments not accompanied by a packing list.
Limitations of Liability
Notwithstanding any other provision of this Order, Buyer’s maximum liability to the Seller shall not exceed the purchase price of this Order. Seller shall not be entitled to any incidental, special or consequential damages if Buyer breaches or otherwise fails to perform any obligations under this order.
This Order sets forth the entire agreement, and supersedes any and all other agreements, understandings and communications between Buyer and Seller and related to the subject matter of this Order. No amendment or modification of this Order shall be binding upon Buyer unless set forth in a written instrument signed by Buyer’s Material Representative. The rights and remedies afforded to Buyer or Customers pursuant to any provision of this Order are in addition to any other rights and remedies afforded by any other provision of this Order, by law or otherwise.
Applicable law and disputes
Any dispute arising under or related to this order shall be governed by the law of the state appearing in Buyer’s address on the face hereof. However, if this Order is placed under a government prime or higher tier contract, the Federal Law of Government Contract as enumerated and applied by the Federal courts and the Agency Boards of Contract Appeals shall apply pending the resolution of any disputes. Seller shall proceed as directed by Buyer.
Compliance with federal state and local laws
Seller has complied with and shall comply with all applicable Federal, State, and Local laws and ordinances and all order, rules and regulations hereunder. Seller shall save and hold Buyer harmless from and reimburse it for, any and all costs, damages and expenses (including attorney’s fees) suffered or occasioned to it through any failure of Seller to comply with any laws, orders, rules, regulations or ordinances.
Right of Entry
Unless otherwise stated on the purchase order the supplier shall allow right of entry by Aero-Glen, Aero-Glen's customer, and regulatory authorities to all facilities involved in the order and to all applicable records.
Record Retention and Traceability
All goods provided must have full traceability to manufacture kept and producible to Aero-Glen within 2 business days upon request. Records must be kept for 10 years in a location where records are attainable and safe from deterioration.
Counterfeit Parts Protection Plan (CPPP)
Foreign Object Debris (FOD) Prevention Plan
Conditions Applicable to Orders Placed Under United States Government Contracts
If this order is placed under a United States government contract, or a subcontract under any United States Government contract, the following conditions are applicable:
(1) 52.203-3 Gratuities
(2) 52.203-6 Restrictions on Subcontractor Sales
(3) 52.203-7 Anti-Kickback Procedures
(4) 52.203-12 Limitation on Payment to Influence Certain Federal Transactions
(5) 52.204-2 Security Requirements
(6) 52.209-6 Protecting The Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment
(7) 52.2 1 1-5 Material Requirements
(8) 52.21 1-15 Defense Priority and Allocation Requirements
(9) 52.215-2 Audit & Records –Negotiation
(10) 52.2 15- 10 Price Reduction for Defective Cost or Pricing Data
(11) 52.215-1 1 Price Reduction for Defective Cost or Pricing Data – Modifications
(12) 52.215-12 Subcontractor Cost or Pricing Data
(13) 52.215-13 Subcontractor Cost or Pricing Data Modifications
(14) 52.215-14 Integrity of Unit Prices & Alternate I
(15) 52.215-15 Pension Adjustments and Asset Reversions
(16) 52.2 15-1 8 Reversion or Adjustment of Plans for Post Retirement Benefits Other than Pensions (PRB)
(17) 52.215-19 Notification of Ownership Changes
(18) 52.2 19-8 Utilization of Small Business Concerns
(19) 52.222-4 Contract Work Hours and Standards Act -Overtime Compensation
(20) 52.222-20 Walsh-Healey Public Contract Act
(21) 52.222-2 1 Prohibition of Segregated Facilities
(22) 52.222-26 Equal Opportunity
(23) 52.222-35 Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era and Other
(24) 52.222-36 Affirmative Action for Workers With Disabilities
(25) 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era and Other
(26) 52.223- 14 Toxic Chemical Release Reporting
(27) 52.225-1 Buy America Act – Supplies
(28) 52.225-8 Duty Free Entry
(29) 52.225-13 Restrictions on Certain Foreign Purchases
(30) 52.227-1 Authorization and Consent
(31) 52.227-9 Refund of Royalties
(32) 52.227-1 1 Patent Rights - Retention by the Contractor (Short Form)
(33) 52.227-12 Patent Rights -Retention by the Contractor (Long Form)
(34) 52.236-13 Accident Prevention
(35) 52.242-15 Bankruptcy
(36) 52.242-15 Stop Work Order
(37) 52.245-17 Special Tooling
(38) 52.245-18 Special Test Equipment
(39) 52.215‐20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (OCT 2010) (Note 2 applies.)
(40) 52.215‐21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA ‐
(41) 52.222‐21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
(42) 52.222‐40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010) (Applies if this Contract exceeds $10,000.)
(43) 52.223‐11 OZONE‐DEPLETING SUBSTANCES (MAY 2001) (Applies if the Work was manufactured with or contains ozone depleting substances.)
(44) 52.225‐1 BUY AMERICAN ACT ‐‐ SUPPLIES (FEB 2009) (Applies if the Work contains other than domestic components. Note 2 applies to the first time "Contracting Officer" is mentioned in paragraph (c).)
(45) 52.225‐5 TRADE AGREEMENTS (AUG 2009) (Applies if the Work contains other than U.S. made or designated country end products as specified in the clause.)
(46) 52.244‐6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2009)
(47)52.203‐11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Applicable to
(48) 52.209‐5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters
(49) 52.222‐22 Previous Contracts and Compliance Reports
(50) 52.222‐25 Affirmative Action Compliance
(1) 252.203-7001 Prohibition on persons Convicted of Fraud or Other Defense Contract Relate Felonies
(2) 252.225-7001 Buy American Act and Balance of Payments Program
(3) 252.225-7014 Preference for Domestic Specialty Metals & Alternate 1
(4) 252.225-7016 Restriction on Acquisition of and Roller Bearings
(5) 252.225-7025 Restriction on Acquisition of Forgings
(6) 252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native
Hawaiian Small Business Concerns
(7) 252.227-7013 Rights in Technical Data -Noncommercial Items
(8) 252.247-7023 Transportation of Supplies by Sea