Supplier Terms & Conditions

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*American Precision Enterprises Incorporated which does business in the State of California as American Precision Group will be referred to as APG in this document.

The following Terms and Conditions shall govern all purchases issued by APG, its subsidiaries, agents, and/or assigns identified in the Purchase Order.

Acceptance/ Authorization: A Purchase Order, when properly signed by a duly authorized representative of the Buyer, is the only authorization, which will be recognized by APG for charges to its account. The Buyer's product codes shown on the Purchase Order shall be shown on all invoices, packing slips, and bills of lading and referenced on all correspondence regarding this Purchase Order. This offer expressly limits Seller's acceptance of the Terms and Conditions stated herein, without modification, addition, deletion or alteration, except as agreed by the parties in writing. In no event shall additional or different terms or conditions, whether stated orally or in writing in the Seller's quotation proposal, acknowledgment, confirmation, invoice or other form or writing be deemed a part of the agreement unless Buyer consents in writing. 

Acceptance: Buyer at its discretion, reserves the right to reject or return, at Seller's cost and risk, at any time, all or part of merchandize shipped against purchase order not in conformity with the Terms and Conditions of purchase order. 

Cancellation and Termination: In addition to other rights provided by law, Buyer shall have the right to cancel this Purchase Order in whole or part if merchandize is backordered, there is a deviation, substitution or variation from the quantities, prices, terms or conditions specified in this Purchase Order unless authorized on the face of this Purchase Order or if merchandise received is not in accordance with all warranties, specifications, drawings or sample standards, or if there is a defect in workmanship in quality, packaging, labeling or inserts. Buyer may cancel, terminate or rescind all or part of this Purchase Order in the event Seller breaches or fails to perform any of its obligations in any material respect or in the event Seller becomes insolvent or proceedings are instituted by or against the Seller under any federal or state bankruptcy or insolvency laws or the Seller ceases operation. Time is of the essence of this Purchase Order and Seller's failure to meet delivery date shall constitute a material breach of this Purchase Order.

Deduction and Setoffs: Any sums payable to the Seller shall be subject to all claims and defenses of Buyer whether arising from this or any other transaction or occurrence, and Buyer may set off or deduct against such sums all present and future indebtedness of Seller to Buyer. Buyer shall produce a copy of the deduction voucher(s) for debits taken by Buyer against Seller's account as a result of any returns and adjustments. Seller shall have deemed to have ACCEPTED EACH DEDUCTION UNLESS Seller, within 90 days following receipt of deduction voucher, notifies Buyer in writing as to why a deduction should not be made and has provided documentation of the reasons(s) given. Such notice should be directed to Accounts Payable Department, Company. Receipt of said reasons(s) shall not be construed to mean that Buyer has accepted Seller's position with respect to such deductions.. 

Shipping/Packaging Instructions: A packing slip must accompany each individual shipment. Indicate on packaging slip: Purchase Order Number, Item description, quantity shipped, date shipped, number of package, number of total packages in the shipment. Pallets not to exceed 2200lbs. Pallets must be protected to insure safe delivery. 

Billing Instructions:  All invoices and correspondence must indicate: Purchase Order Number, Seller terms, complete item description, quantity shipped, price per line item, date shipped, and reference number for delivery (Packing slip, etc.)

Acknowledgment of Disclosure: Seller hereby acknowledges that Company has disclosed to it Company's proprietary formulation comprising the Product as well as related information regarding its process for manufacture, and that such information is confidential and that Company is the sole and exclusive owner thereof (hereinafter the "Confidential and Proprietary Information"). 

Covenant Regarding Confidentiality: Seller agrees not to disclose to any third party and to maintain in strict confidence all of Company's Confidential and Proprietary Information which has been, and may hereafter be, disclosed to Buyer relating to the Product. 

Covenant Not to Reproduce: Seller agrees not to make any copies, photocopies or reproductions of any documents disclosing the Confidential and Proprietary Information, or any portion thereof which Company may provide to Seller in connection herewith; and furthermore, Seller shall promptly return any and all such documents to Company immediately upon Company's request. 

Inspection: Buyer acceptance of goods shall be subject to buyer’s final inspection within 60 days after receipt of goods.

Right of Access by the Purchaser: We, our customers and any regulatory authorities must be permitted access to all facilities involved in the order and all applicable records involved with the order.

Cancellation of Purchase Order: Buyer shall have the right hereunder to cancel all or part of the Purchase Order to which these terms and Conditions apply without penalty or cancellation fees.

Place Of Agreement: This Agreement shall be deemed to have been made and entered into in the State of California, County of Orange.  Any legal dispute necessary to enforce agreement shall be the exclusive jurisdiction of Orange County in the State of California.

Attorney Fees: In any dispute arising hereunder which is adjudicated in court, the prevailing party shall be entitled to recover from the other party its court costs, including reasonable attorneys' fees as determined by any court of competent jurisdiction.

 APG Purchase Order Quality Codes

APG QC#

Description

Q1

INSPECTION SYSTEM REQUIREMENT

 The supplier shall have in place a system/program that conforms to (as applicable): Quality system / Program Requirements MIL-I-45208, AS9100 or ISO-9001                                          

 Q2

CALIBRATION SYSTEM

 The supplier shall maintain a calibration system that is in compliance with ANSI/NCSL Z 540-3 or ISO 17025 (latest revision).  Calibration records shall show traceability of the standards used for calibration to the National Institute of Standards and Technology (NIST) or other nationally recognized calibration standards.

  Q3

PART/LOT TRACEABILITY/SERIALIZATION

 Requirement that all parts have unique serial numbers maintained and/or assigned.  Maintain S/N traceability at all stages of manufacturing or processing. Indicate S/N's on all certifications, inspection reports, shipping documents and/or other documentation as applicable.

Q4

FIRST ARTICLE INSPECTION FULL AS9102

 A complete First Article Inspection in accordance with the requirements of AS9102 is required. This first article will consist of one piece. This piece must be identified and packaged separately along with the report when shipped with the production parts.

Q5

FIRST ARTICLE INSPECTION AS9102 FORM 3 ONLY

 A completed copy of an AS9102 Form 3 or equivalent must accompany each item specified on the purchase order. First article part must be identified and packaged separately.

Q6

100% INSPECTION REQUIRED

 The supplier shall perform a 100% inspection of each part. A record of the inspection results shall be provided to APG, sampling inspection is not allowed.

Q7

APG  SOURCE INSPECTION

 APG source inspection is required. Inspection shall be conducted at the Seller's facility and shall be requested and accomplished prior to shipment. When the items on the Purchase Order are ready for inspection, notify the APG purchasing representative so that coverage can be arranged. Drawings, specifications and/or other pertinent data as required by the Purchase Order shall be made available to the APG Quality Representative, at the time of product presentation.

Q8

CERTIFCATION OF COMPLIANCE

 Each shipment shall be accompanied by a dated certification signed by a responsible representative of the supplier, stating that the items were processed in conformance with the purchase order requirements, engineering drawing, revision and specification requirements including as a minimum the supplier name, purchase order, number, part number, quantities accepted and rejected. Additional quality requirements apply when referenced on the purchase order.

Q9

MATERIAL CERTIFIED PHYSICAL&CHEMICAL TEST REPORTS

 Seller shall supply one copy of mechanical and/or chemical test reports for each lot, batch or heat, whichever is applicable. Seller shall supply original mill certification with shipment of material specified on the purchase order. The report must show that material/parts delivered are acceptable and identifiable to the product being delivered. The heat number and material manufacturer must appear on the certification. All metal alloys shall require traceability to the original heat number, and shall comply with the current material specification revision in effect when melted (or at time of contract award). The heat number and material manufacturer must appear on the certification. Material converters are responsible for maintaining heat lot traceability and are prohibited from welding, brazing, or otherwise joining coils.

Q10

PREFERENCE FOR DOMESTIC SPECIALTY METALS

 In the performance of this contract and shall be flowed to suppliers at all tiers when parts, components, and or end item deliverables contain specialty metals. Use of specialty metals shall be confined only to those that have been smelted (the Deviation clause adds “or produced”) in the United States, its outlying areas, or a qualifying country listed in DFARS 252.225 http://www.acq.osd.mil/dpap/dars/dfars/pdf/r20121231/252225.pdf Note: Titanium is a specialty metal. Stainless Steel is a specialty metal because of its nickel content. DFARS 252.225-7008 and DFARS 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (excluding Paragraph (d) which is deleted from this clause)(applicable to Purchase Orders under prime contracts awarded after July 28, 2009) DFARS 252.225-7010, Commercial Derivative Military Article—Specialty Metals Compliance Certificate (applicable to Purchase Orders under prime contracts awarded after July 28, 2009)

Exemptions to the requirements of the above clauses may exist, as outlined in the clauses themselves or by operation of applicable Department of Defense (DOD) Domestic Non-Availability Determinations (DNADs) posted on the DOD public web site. Contact the APG buyer if exemptions might apply

 Q11

SPECIAL PROCESS CERTIFICATION

 Any special processing performed on the material/parts associated with this purchase order shall

be individually certified. Certification shall include related data such as thickness, temperatures, and hardness results. These processes shall include but are not limited to heat treat, plating, paint, welding, NDT, etc.

Q12

PRESERVATION/PACKAGING

 Packaging and Protection of the product shipped shall be in accordance with APG’s purchase order or best practice to protect product from damage and/or deterioration.

Q13

RIGHT OF ENTRY

 The APG and APG’s customer, and their customers, or any applicable agency will have the right to enter the seller’s facility to perform inspection or ensure compliance to the contract.

Q14

IDENTIFICATION

 Parts and/or material provided for this purchase order shall be identified with the part number, revision, and CAGE Code in accordance with MIL-STD-130 and/or drawing/specification requirements.

Q15

SPECIAL PROCESS APPROVAL FLOWDOWN

 Supplier shall be responsible for using APG, APG's customer’s, and/or Government approved sources for the performance of special processing. Contact the buyer for names of the approved suppliers.

Q16

APPROVED SUPPLIER

 All items supplied on this purchase order shall be purchased from only those suppliers approved by APG, APG's customer, and/or the Government. Contact APG for a list of approved suppliers.

 Q17

BOEING APPROVED PROCESSOR

 All processing on this purchase order shall be in accordance with D1-4426 (latest revision)

Boeing approved processors.

Q18

GRAIN DIRECTION

 Grain Direction identification is required on this order. All pieces of raw stock shall be identified with an arrow or other means denoting the grain direction. Failure to identify grain direction shall be cause for rejection.

Q19

PROPER REVISION LEVEL

 The supplier shall use the latest specification revision as called for in the purchase order. If the purchase order does not contain specification revisions, then revisions shall be per the latest industry standard.

Q20

BOEING D6-82479, AS9100, OR DI-9000 FLOWDOWN

 The supplier is required to be BOEING approved to D6-82479, AS9100, or D1- 9000 (latest revision) for Basic Quality System Requirements for work performed on this purchase order. Proof of approval is required.

Q21

CAD/CAM DPD, MBD QUALITY SYSTEM FLOWDOWN QUALITY SYSTEM FLOWDOWN

 Supplier is required to be BOEING approved to D6-51991 (latest revision), CAD/CAM Quality Assurance System Requirements, for work performed on this contract. Proof of approval is required.

Q22

NON-CONFORMING MATERIAL (PRODUCT)

 The supplier shall notify APG of nonconforming products as soon as discovered by the supplier. Authority to ship discrepant material shall be obtained by the seller prior to shipment. Discrepant material shipped without prior approval MAY be rejected and returned at the seller's expense.

 Q23

SUBCONTRACTING BY SUPPLIER

 The supplier shall not subcontract any part of the manufacturing process or finishing process of any part on this order without prior written approval from APG. Supplier is also responsible to ensure flow down ALL of APG’s purchase order requirements to any and all sub-tier suppliers.

Q24

UNAUTHORIZED CHANGES

 Seller must and shall not make any changes to the processes or materials specified under the purchase order. Seller shall notify APG in writing prior to any proposed changes to supplier controlled design, parts, materials, fabrication methods or processes, that may affect function, interchangeability or reliability of hardware delivered to APG or of any changes to facility location, ownership or quality management following a quality survey /audit by APG.

Q25

FOREIGN OBJECT DEBRIS (FOD) PROGRAM

 Seller shall maintain a FOD prevention program. Seller’s FOD prevention program shall include the review of design and manufacturing processes to identify and eliminate foreign object entrapment areas and paths through which foreign objects can migrate. Seller shall ensure work is accomplished in a manner preventing foreign objects or material in deliverable items. Seller shall maintain work areas and control tools, parts and materials in a manner sufficient to preclude the risk of FOD incidents. Seller shall document and investigate each FOD incident and ensure elimination of the root cause of each incident.

Q26

SUPPLIER CORRECTIVE ACTION

 When requested in writing by APG seller shall provide proof of corrective action, root cause and root cause corrective action for any deficiencies deemed supplier responsibility on Corrective Action Request. Failure to respond in a timely and/or effective manner may result in future on-site review, source inspection at supplier’s facility, being placed on purchase order hold status and/or removal from the APG Approved Supplier List.

Q27

RECORD RETENTION

 All documentation (e.g., inspection records, contracts, purchase orders, process and material certifications, test reports, nonconforming material records) for materials supplied and or processed to APG shall be retained at the supplier for a minimum of TEN (10) years after the last delivery, and are not to be destroyed unless written approval is first obtained from APG. The supplier shall assure that all documentation is readily retrievable and available for review by APG, its customers or regulatory authorities as directed by APG. APG shall maintain the right, at any time whether before or after completion of the contract, to direct delivery of all or any portion of the documentation on either a permanent or temporary basis.

Q28

WRITE-IN REQUIREMENT

 Any requirements not specified above shall be explained in detail here or in an accompanying document.

Q29

APG FURNISHED DOCUMENTS/DATA/TOOLING

 All DRAWINGS, DOCUMENTS, MYLARS, TOOLING AND RELATED DATA are to be returned to APG upon completion of the PO or Contract.

Q30

ITAR REQUIREMENT

 Supplier/Seller shall comply with International Traffic in Arms Regulation §122.1, Registration requirements.

Q31

PROCESS CHANGE CONTROL

 Amendments to this purchase order, or APG’s terms and conditions shall be set forth in writing, via purchase order change notice, and/or revisions to the purchase order terms and conditions. APG will consider seller’s request to modification of, or exception to, only if such request is made in writing, prior to the acceptance of the order (ref: acceptance clause).

Q32

COUNTERFEIT PARTS PROGRAM (GIDEP)

 Applicable if eligible

QC FORM 47                                                                     REV A                                                              06/08/16

 

 

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