Purchase Order T&C

  1.  If acceptance of this Purchase Order is not notified by Vendor to Purchaser on the Acknowledgement Copy attached hereto within ten days after Vendor’s receipt hereof, the Purchases may revoke this Purchase Order. Any Qualified acceptance of this Purchase Order by the Vendor shall constitute a rejection of this Purchase Order.
  2. Without restricting any condition or warranty expressed or implied herein or imposed by law. (excluding free issue) which at any time within twelve months from delivery thereof is found to be defective or fails to meet contract requirements by reason of faulty or inefficient manufacture or materials notwithstanding prior acceptance thereof by the Purchaser.
  3. The goods covered by this Purchase Order are subject to final inspection and acceptance within a reasonable time after receipt by the Purchaser. If rejected upon inspection, the goods may be held or returned to Vendor at Vendor’s risk and expense, without prejudice to any other rights to which the Purchaser may be entitled under the circumstances.
  4. The goods covered by this Purchase Order shall be properly packed by the Vendor for shipment to the Purchaser at destination and unless otherwise specifically provided on the face of this Purchase Order, the price or prices of the goods therein specified includes all costs of packaging.
  5. Time shall be of the essence of this Order. The articles must be delivered strictly in accordance with the quantities and specifications shown and on delivery dates specified, otherwise the purchaser shall be at liberty to cancel this Order in whole or in part and/or to purchase other articles of the same or similar description from other persons to supply any such deficiency and in the event of any excess cost being incurred by reason of any difference between the price paid for the same and contract price, to charge the amount of such excess to the Vendor, and the sum so charged shall be deducted from any sum or sums then due, or which at any time thereafter may become due to the Vendor under this or any other contract with the Purchaser or at the option of the Purchaser may be demanded of the Vendor to be paid and shall be paid within fourteen (14) days; provided that if conditions or events in the nature of force majeure or any other cause reasonably beyond the control of the Vendor shall delay the completion and production for inspection of any of the articles, the time hereby fixed for so completing and producing the articles in respect of which such delay shall have occurred shall be extended by a period of time equal to the length of the delay so caused, provided always that the right of the Vendor to any such extension shall be conditional upon the Vendor having given prompt written notice to the Purchaser of the occurrence causing the delay. Without in any way limiting the generality of the foregoing it is understood and agreed that delays in transit in the delivery of materials or parts on the part of transportation companies, delay in the delivery of any items to be supplied by the Purchaser in accordance with the provisions of this Order, delays resulting from any laws or regulations (whether Canadian or otherwise) delays not resulting from negligence of the Vendor., in the delivery of materials required for the work and delays caused by strikes or sabotage or time occupied in obtaining from the Purchaser any approval required in the contract, shall be regarded as causes beyond the control of the Vendor within the meaning of this clause and the time hereby fixed for completing and producing the articles in respect of which such delays shall have occurred, shall be extended by a period of time equal to the length of such delays.
  6. The Vendor agrees to indemnity Purchaser against any and all claims for royalties, license fees, infringement of patents or trademarks which may be made against the Purchaser in respect of the goods or the manufacture, sale, possession or use thereof.
  7. All plans, drawings, specifications and other information, patterns, dies and other tools supplied by the Purchaser, and any information derived there from shall be kept secret and confidential by the Vendor, and shall not be disclosed to any third party without prior written consent of the Purchaser or made use of by the Vendor except for the purpose of executing the work hereunder. All such plans, drawings, specifications and other information, patterns, dies, and other tools will remain the property of the Purchaser and will be returned by the Vendor to the purchaser upon request. All technical data such as drawings, specifications, samples, interchangeability media, etc., loaned to the Vendor for the execution of the Order are the property of the Purchaser and are not to be reproduced, copied or used in whole or in part, without the written consent of the Purchaser except as required for the purpose of this Order. The Vendor is to preserve in good condition all such technical data and to return the same to the Purchaser promptly upon their being superseded by subsequent issues and, in any event, upon completion or termination of the Order. The Vendor shall notify the Purchaser of all royalties (including license fees and all other similar payments) which it will or may be obligated to pay or proposes to pay in respect of this Order and the basis thereof and the parties to whom the same are payable. If and to the extent of the Purchaser directs and upon receiving a satisfactory indemnity from the Purchaser, the Vendor shall not pay any further royalties and the purchase price shall be reduced accordingly.
  8. TERMINATION
    1. Purchaser at any time by notice to Vendor, terminate this Purchaser Order (save and except the provisions of this Condition 8) as regards all or any part or parts of the work hereunder (thereafter in this Condition 8 referred to as the work) not theretofore completed. Upon such notice being given. Vendor shall cease work. (Including the manufacture and procuring of materials, supplies, parts, accessories and equipment for the fulfillment of this Purchase Order) in accordance with and to the extent specified in such notice. Purchaser may at any time or from time to time give one or more additional notices with respect to any or all parts of the work which remain to be completed after the giving of any previous notice or notices. 2. In the event of any notice being given under the provisions of this Condition 8: 1. All work completed by Vendor hereunder before giving of such notice, and all work completed thereafter pursuant to such notice, shall be paid for (subject to acceptance by Purchaser in accordance with the provisions of this Purchase Order) on the basis provided in this Purchase Order.
    2. In respect of work not completed hereunder before giving of such notice, and not completed thereafter pursuant to such notice. Vendor shall be entitled to be reimbursed the actual cost to Vendor of such incomplete work and to receive in addition an amount representing a fair and reasonable profit in respect of the work done thereon.
    3. No reimbursements shall be made for materials whether raw or in the course of manufacture or manufactured which have been or may be rejected after inspection as not complying with the terms and conditions of this Order and the specifications and no reimbursement shall be made of expenditures incurred by the Vendor in respect of deliveries of which the Vendor may be in arrears at the time the said notice is given unless the Vendor is so in arrears due to a cause which was beyond the control of the Vendor.
    4. Upon reimbursement being made to the Vendor as herein provided title to the materials, parts, plant equivalent and/or work in process in respect of which such reimbursement is made shall pass to and vest in the purchase unless already so vested under any other provision hereof (the Vendor hereby agreeing to execute and deliver all requisite work in process shall be delivered to the order of the Purchaser, but the materials thus taken over will in no case be in excess of what should have been required for performing this Order in full if no notice had been given under the provisions hereof.
    5. Vendor shall have no claim for damages, compensation, loss of profit, allowance or otherwise by reason of or directly or indirectly arising out of any action taken or notice given by Purchaser under or pursuant to the provisions of this Condition 8 except and to the extent in this Condition 8 expressly provided.
  9. The Purchaser may at any time order a suspension of the work, in whole or in part, or make modifications or changes in or additions to the specifications, in which event reasonable price adjustment shall be made.
  10. This order shall not be assigned or sublet in whole or in part without the previous written approval of the Purchaser.
  11. If the price of the Articles is not by the terms of this Order a fixed or firm price the Vendor shall, unless it is otherwise provided in this Order, keep proper and detailed accounts and records of the cost of the work and the invoices, receipts and vouchers relating thereto. Such accounts, records, invoices, receipts and vouchers shall at all times be open to audit and inspection by the authorized representatives of the Purchaser (who may make copies thereof and take extracts there from) and the Vendor shall afford all facilities for such audits and inspections and shall furnish the Purchaser and his authorized representatives with all such information as he or they may from time to time require with reference to such accounts, records, invoices, receipts, and vouchers with respect to the cost of the work performed by such allied firm and to permit the same to be inspected and audited by the authorized representatives of the Purchaser. The Vendor shall cause all such accounts, records, invoices, receipts and vouchers as aforesaid to be preserved and kept available for audit and inspection at an time and from time to time until the expiration of 2 years from the date of the completion of the work under this Order, or until the expiration of such lesser period of time as shall be approved by the Purchaser.
  12. As far as practicable the Vendor shall place any purchase orders and subcontracts necessary for the performance of the work on terms that will enable the Vendor to terminate the same upon conditions and terms similar in effect to those provided in these terms and conditions generally the Vendor shall cooperate with the Purchaser and do everything reasonably within its power at all times to minimize and reduce the amount of the Purchaser’s obligation in the even to termination of this Order as hereinbefore provided.
  13. Supplier shall notify Aircraft Appliances and Equipment Limited (AAE) about nonconforming product.
  14. Supplier shall obtain AAE’s approval for disposition of nonconforming product, especially when product deviates with respect to AAE’s drawing and/or Purchase Order Requirements.
  15. Supplier shall notify AAE with regard to the following:
    1. Any changes made in product and or process against AAE’s drawing and/or PO requirements.
    2. Changes of Supplier, especially when AAE’s drawing and/or PO requirement states that the product shall be manufactured by a specific OEM.
    3. Changes of manufacturing facility location.
    4. Supplier shall obtain AAE’s approval for any of the requirements as mentioned above.
  16. All requirements invoked by this PO and its terms and conditions are applicable to Supplier’s supply chain and therefore Supplier shall ensure that AAE’s requirements are communicated to their Supplier(s)
  17. AAE’s record retention requirements for their Supplier is minimum 3 Years. List of Records: Copy of AAE’s PO, Test Records, Material Test Reports, Special Process Test Reports or C of C and all other internal records pertaining to ordered items on the PO (Revised Dec 12/2016)
  18. AAE, their customers and regulatory authorities have the right of access to the applicable areas of all of Supplier’s facilities, at any level of supply chain, and have access to all applicable records involved in the order.
  19. The Supplier shall ensure that their employees are aware of (Revised 05-Dec-2017)
    1. Their contribution to the product or service conformity
    2. Their contribution to product safety
    3. The importance of ethical behaviour

Last Revised: 05-DEC-2017