Terms and Conditions of Purchase – FORM QA-175A REV. H
Purchase orders, including the terms & conditions of purchase and any referenced supplier quality requirements (located at www.acraaerospace.com), shall be considered accepted upon the seller’s acknowledgement, but not be binding until accepted by the buyer in writing, or its commencement of such performance or acceptance of any payment.If, after acceptance of the Order or at any time during the performance of this Order, Seller believes that any portion of this Order is inaccurate, inconsistent or incomplete, Seller shall promptly notify Buyer in writing identifying any discrepancies and requesting resolution before proceeding or continuing with the portion of this Order in question. In the event that the Seller fails to contact Buyer in a timely manner to resolve said discrepancies or inconsistencies and Seller proceeds with or continues any work in question, Seller shall be deemed to have proceeded on its own accord and shall be solely responsible for any errors or omissions, including all associated cost or schedule impacts or both resulting therefrom.
Seller hereby warrants that all goods and/or services covered by this contract shall conform to all purchase order requirements, stated or implied. All materials delivered shall be free from defects.
The buyer shall have the right to make changes to this order. The Buyer shall authorize all additional changes in writing. If such changes affect seller’s cost of performance, the parties shall agree upon a reasonable adjustment in compensation.
Any changes in supplier’s management, management systems, location, certifications or capabilities shall be reported immediately to the Acra Aerospace Quality Assurance department
The buyer may terminate this order if seller does not meet the agreed delivery schedule, delivers non-conforming product or any kind of breach of contract.
Acra Aerospace may terminate all or any part of this Purchase Order for convenience at any time and without cancellation fee after notice specifying the extent of termination and the effective date. After receipt of notice of termination, unless otherwise directed by Acra Aerospace buyer, the Seller, shall immediately: (1) stop work as directed in the notice; (2) place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the Agreement; and (3) terminate all subcontracts to the extent they relate to work terminated.
The seller shall not contract for the procurement of any item or service covered by this order without the approval of the buyer. Flow down of all applicable requirements to sub-tier suppliers is required
ITAR /EAR NOTICE
This notification may contain technical data as defined in 22 CFR Parts 120-130 of the International Traffic in Arms Regulations (ITAR) & 15 CFR Parts 730-740 of the Export Administration Regulations (EAR). This data is subject to the export control laws of the U.S. government. This technical information is not to be placed in the public domain, exported from the U.S., or given to any foreign person in the U.S., without the prior, specific written authorization of Acra Aerospace, LLC and the U.S. Department of State.
TOOLS, MATERIALS AND DATA – PROPRIETARY RIGHTS
The seller shall keep confidential all designs, processes, drawings, specifications, reports, data and other technical and proprietary information furnished or disclosed to the seller by the buyer in connection with this order. Designs, tools or drawings supplied by the buyer for use in the manufacture of goods contracted herein shall not be used in the production, manufacture or design of any goods for any other purchase or for the manufacture or production of quantities larger than those specified. Upon termination of this contract, any designs, tools, drawings and material shall be returned to the buyer unless otherwise specified. Where the buyer furnishes material as part of the purchase order agreement, the material shall remain the property of the buyer and be identified as such. Upon completion of the purchase order agreement, all buyer owned unused or scrap material must be returned.
THE SUPPLIER WILL:
- If directed by Acra Aerospace implement a certified QMS (this will be dependent on Acra Aerospace’s customer requirements);
- Use customer-designated or approved external providers, including process source (e.g., special processes);
- Notify Acra Aerospace of nonconforming processes, products, or services and obtain approval for their disposition;
- Prevent the use of counterfeit parts;
- Notify Acra Aerospace of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain Acra Aerospace’s approval;
- Flow down to external providers applicable requirements including customer requirements;
- Provide test specimens for inspection/verification, investigation, or auditing when requested;
- Retain documented information, including retention periods and disposition requirements (reference specific requirement below for timeframe);
- If directed coordinate with Acra Aerospace the approval of products and services, methods, processes, equipment, and the release of products and services;
- Acra Aerospace and their customer, and regulatory authorities have the right of access to applicable areas of facilities and to applicable documented information, at any level of the supply chain.
ENSURE THAT PERSONS WORKING ON ACRA ORDERS:
- Understand their contribution to product and / or service conformity;
- Understand their contribution to product safety;
- Understand the importance of ethical behavior.
The seller shall ensure that they have a counterfeit parts prevention program in place.
All materials are subject to 100% characteristic evaluation by Acra Aerospace upon receipt of material. All non-conforming material shall be clearly identified and Acra Aerospace notified upon discovery or prior to shipment, as appropriate.
For all deliveries made pursuant to this Agreement, the Parties agree and acknowledge that time is of the essence. In the event Seller for any reason anticipates any difficulty in complying with the required delivery date or any of the other requirements of this Agreement, Seller shall promptly notify Purchaser in writing, and upon request, provide Purchaser adequate assurance of performance.
The Buyer may terminate this order if Seller does not meet the agreed delivery schedule.
Any delay that is attributed to the Seller and that Seller does not cure within one (1) week shall result in Purchaser’s right to reduce the price of the late Goods by 10% and Seller shall be liable to Acra for any amount of liquidated damages that Acra owes to its customer for Acra delinquency attributable to Seller’s late delivery. If Acra exercises its rights in this paragraph, the Parties agree that is a reasonable pre-estimate of the actual damage caused to Acra and the exclusive remedy for said late delivery. However, there shall be no liability for the liquidated damages in this paragraph if: (A) Purchaser controls Seller’s selection of the source of the Seller’s raw material; (B) Seller can demonstrate that Purchaser’s PO was placed inside the quoted lead time and (C) the Seller’s late delivery is solely attributable to the raw material source.
All articles shipped under this order shall be packaged per any special instructions on the Purchase Order and also to provide for 1) efficient and safe handling and 2) avoidance of nicks and dings on the articles, during shipping and storage. A copy of the seller’s shipper shall accompany all shipments. The buyer’s purchase order number shall appear on all invoices and supporting documentation.
RECORD RETENTION, PRESERVATION AND DISPOSAL
All records must be preserved to prevent damage. Unless otherwise specified, all records must be maintained for a period of 15 years (i.e. material certifications, quality records, process sheets.) After the retention period all records must be shredded.