Ace Technical Plastics LLC Supplier Terms and Conditions Agreement – AS9100D

Document Number:  ATP.PP3104

Revision:  A

 

TERMS AND CONDITIONS PREFACE:  These terms as they appear on the highest-level purchasing document shall in no way be superseded or overridden by the suppliers’ own terms and conditions without written consent by Ace Technical Plastics LLC, acceptance of this PO is an acknowledgement of such conditions. 

 

ORDER MANAGEMENT: Buyer will communicate a purchase order number (the “Purchase Order Number”) to Seller by telephone, fax or e-mail. Seller/Buyer shall include the Purchase Order Number on every packing sheet, invoice and every other communication related to this order.  Failure to do so may result in a delay in payment until traceability and verification can be conducted.

·         The supplier shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data. 

·         The supplier will electronically provide confirmation and acknowledgement of all purchase orders place by Ace Technical Plastics, LLC. 

 

VENDOR CERTIFICATIONS: Suppliers initially approved for use via Certification (ISO 9001, AS9100, ISO 17025, AS9120, etc.) must notify our organization of any changes to that certification or certification status. 

 

REQUIREMENT FLOWDOWN: Supplier must flow down controls listed in the agreement and any other appropriate controls to their direct and sub-tier suppliers, and ensure their employees are aware of their contribution to product/service conformity, product safety, and the importance of ethical behavior. Supplier should be prepared to provide Ace Tech evidence of such communication if requested.  

·         Where required on the Ace Tech Purchase Order, its suppliers must use Ace Tech customer-approved special process sources.

·         Furthermore, the supplier is required to notify Ace Tech of any changes to a product and/or process and to obtain approval from an authorized Ace Tech manager or designee (if applicable).  

·         All special processes required by a purchase order must be performed by qualified personnel, such remains true and in effect when approved suppliers aren’t specified per contract.

·         To prevent the purchase of counterfeit or suspect/unapproved products and to ensure product identification and traceability (and for other reasons), Ace Tech institutes controls that include the requirement of Material Certificates, Certificates of Conformity, and/or other supporting documentation from its suppliers as is appropriate. These requirements may be specified on Ace Tech’s Purchase Order or may otherwise be communicated to the supplier.  

 

PACKING AND SHIPPING: All items must be properly prepared for shipment to secure the lowest transportation rates and comply with carrier regulations. It is also imperative that shipments are adequately packed to ensure product arrives at Ace Tech free from damage which would result from poor/deficient packaging, inadequate pallet strapping, or undersized pallets.  Ace Technical Plastic LLC has the right to refuse any packages that were deficiently packaged and prepared and assumes no liability for such refusal and associative chargebacks.  

 

SHIPMENT OR DELIVERY: If it appears Seller will not meet such schedule or if Seller fails to meet such schedule, Seller shall, upon request of Buyer and in addition to any other rights or remedies provided to Buyer by law or under this purchase order, ship via expedited routing necessary either to meet such schedule or to recover the maximum possible time lost by failure to ship or deliver on schedule, and the difference between the expedited routing and the purchase order routing cost shall be borne by Seller. Buyer reserves the right, at Seller’s expense, to return any goods shipped in advance of the schedule set out in the purchase order.

 

INSPECTION: All items are subject to final inspection and acceptance by Buyer at the destination notwithstanding any prior payment or inspection at the source. 

·         Ace Tech performs inspection activities to ensure that purchased product meets purchase requirements. They may include a) Receiving inspections (supplier products / services / documents) may be/are performed by a designated employee. Ace Tech verifies the authenticity of the appropriate certificate of conformity, material certificates, etc. and other accompanying documentation by review and comparison (as is appropriate) to the drawing and/or industry specifications or by other means. When necessary, Ace Tech or its Customer may inspect or audit at the supplier’s facility b) Furthermore, products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded (as appropriate). All special processes (anodizing, heat treat, etc.) where the compliance cannot be verified by inspections require a Certificate of Conformity.  

·         Ace Tech, their customers, and regulatory authorities retain the right of access to all supplier facilities at any level of the supply chain involved in the aerospace order and to all applicable records.  

·         When Ace Tech or its customer intends to perform verification at the supplier’s premises, Ace Tech will first state the intended verification arrangements and the method of product release. This information is communicated on the Ace Tech Purchase Order or via another acceptable purchasing arrangement.  

·         When appropriate, Ace Tech may delegate the inspection authority to one of its approved suppliers. Ace Tech communicates any additional inspection requirements (including approved monitoring, measurement equipment/methods, raw material verification) and Ace Tech maintains a record of those approved to carry out such inspections.

·         Records related to this contract are available for review by Ace Tech, our customers, and regulatory authorities in accordance with contract or regulatory requirements. Records are retained for a minimum of ten (10) years and appropriately destroyed following the retention period unless otherwise specified. 

·         All calibration certificates must identify standards used and must be traceable to NIST (National Institute of Standards and Technology). 

 

NON-CONFORMING MATERIALS/PRODUCTS/SERVICES:

·         Ace Tech is to be contacted (by the supplier) in the event of nonconforming material/products/services. Arrangements for the approval of supplier nonconforming product/material must be as directed by a Quality manager or designee of Ace Tech.  This extends to notification of all previous batch/lots/services where applicable if the supplier is to discover an issue on their own behalf.

·         It is at Ace Tech’s discretion to determine the extent and severity of all non-conformances that would be considered escapes caused by the supplier in Ace Tech’s own product that would not be identified from a general inspection and the seller’s responsibility to provide corrective action in the form of disbursement of information of exposure, warrantying their already released product, and all legal recourse that would arise from a significant non-conformance.

·         Any non-conformances/recalls that were caused by supplier shall be replaced, if necessary, by the supplier at no additional cost to Ace Technical Plastics LLC.

 

Counterfeit Material Policy:

·         Risk of counterfeit parts is taken seriously at Ace Technical Plastics LLC.  Any suspect parts will be immediately reported to ATP leadership.  If caught submitting counterfeit parts to Ace Technical Plastics LLC, the supplier will be immediately and permanently removed from Ace’s Approved Supplier List and reported to GIDEP.

 

REJECTION: Buyer shall notify Seller if any items delivered hereunder are rejected for being nonconforming, and, at Buyer’s election and Seller’s risk and expense, such items may be returned to Seller. Seller shall issue Buyer a credit for all costs and expenses with respect to such rejected items or replace or correct rejected items, at Buyer’s election. 

·         CORRECTIVE ACTION:  Ace Tech may require specific actions where timely and/or effective corrective actions to a supplier’s issue(s) are not achieved. These actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, removal of the supplier from Ace Tech’ Approved Supplier List, and legal recourse.  

·         TITLE AND RISK LOSS: Ace Tech will not take title and risk of loss or damage to parts until received into Ace Tech’s Inventory. Furthermore, supplier is held liable for the full value of all parts ruined/damaged beyond repair by supplier.  

 

WARRANTY: Seller warrants that all goods delivered hereunder shall be merchantable, fit for their particular purpose and free from defects, whether latent or apparent. Seller warrants that all services performed hereunder shall be performed in a good and workmanlike manner by qualified, trained personnel, free from errors. Seller’s warranties shall be enforceable by Buyer and shall extend to Buyer’s customer(s). 

  • TOOLING RESPONSIBILITY AND DEFICIENCY:  In the event supplier cannot and/or will not perform rework due to inspection deficiencies, unwillingness to accept responsibility for poor workmanship, and/or inability to competently perform the contractual obligation of production; the supplier shall have no ability nor prerogative to force any liens against tooling that is property of Ace Technical Plastics LLC or tooling managed by Ace Technical Plastics LLC’s customers.  If conditions above are met and product is deficient beyond remedies between Ace Tech and supplier, any liens enforced resulting in collection costs incurred by Ace Technical Plastics LLC and its customers via legal recourse will be the responsibility of the supplier. 
  • TOOLING DISBURSEMENT:  In the event a supplier deems a tool owned by Ace Tech or it’s customers inactive, irreparable, and/or does not have the ability to properly store such tooling, the supplier will not discard or disburse to any other channels such tooling without either written approval or provision of directive from Ace Technical Plastics LLC. 

 

CHANGES: Buyer/Seller may make changes to any services to be performed or to any goods to be specifically manufactured, but no change shall be effective, nor shall Buyer/Seller be obligated to pay any increase in compensation as a result of a change, unless Buyer/Seller issues a written change order. Changes which increase or decrease pricing shall be revised as mutually agreed to in writing. 

 

INVOICES/PAYMENT: A separate invoice shall be issued for each shipment and for each Purchase Order Number, with the Purchase Order Number stated on the face of the invoice. No invoice shall be issued prior to shipment of goods, and no payment shall be made prior to receipt and acceptance of conforming goods and invoice. Payment terms commence upon receipt, inspection, and approval of material. Standard payment terms are net 30 days after receipt, inspection of material and receipt of correct invoices unless other agreement has been reached by Ace Tech and the supplier.  All payments to be made in US dollars.

·         Excusable Delay: Supplier is not liable for, nor deemed to be in default on account of delays of any parts due to the following: Event that is caused solely by the effect of nature or natural causes and is beyond the supplier’s control. 

 

INDEMNIFICATION: Supplier agrees to defend, indemnify, and save harmless Ace Tech, its officers, agents, successors, assigns and customers against all claims, demands, damages, costs, expenses, attorneys’ fees or liability of any kind which arise from, or are related in any way to:

1) The actual or alleged infringement of any trade name, trademark, copyright or patent, or the misappropriation of any trade secrets or confidential information arising in connection with the possession, sale or use of the goods delivered, or services rendered, to Ace Tech under this agreement

(2) Injuries or damages to any person or property arising from the performance of services for Ace Tech, if this Agreement calls for the performance of such services

(3) The performance of this Agreement by Supplier or any agent or subcontractor of Supplier

(4) The claims of third parties relating to or arising in connection with services performed and/or the goods delivered under this Agreement

Supplier further agrees, upon receipt of notification from Ace Tech to promptly assume full responsibility for the defense of any and all such claims, suits, actions or proceedings for which Supplier is obligated to provide indemnification under this Section.  

 

CONFIDENTIALITY: Seller/Buyer shall keep confidential all information designated as confidential by Buyer/Seller or reasonable known to be confidential, including, but not limited to, designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items furnished or disclosed to the Seller/Buyer by Buyer/Seller in connection with this purchase order (“Buyer’s Confidential Information”). Seller/Buyer shall not disclosure such information to any third party without the written consent of Buyer/Seller and shall not use Buyer’s Confidential Information except as contemplated in this purchase order. 

APPLICABLE LAW: All Orders are governed by the laws of the state of Connecticut unless otherwise specified in writing by Ace Tech. All orders must also adhere to any federal laws and requirements.