1. Chicago
Marine Canvas Purchase Orders including any attachments, contain the complete
and final agreement between Chicago Marine Canvas (“Chicago Marine Canvas” or
Buyer) and Supplier (Seller).
2. Upon
acceptance of any Purchase Order by Seller, all the terms and conditions of the
transaction and no term or condition at variance with the Order proposed by
Seller in acknowledging or accepting this Order will be binding on Buyer unless
specifically accepted in writing.
3. Buyer is
only allowed to purchase from vendors pre-approved in advance. New vendors should ensure they receive a Company
vendor number before completing first sale.
4. Buyer
will not approve vendors that are debarred from doing business with the US
Government or are listed on the US Department of State list of debarred persons
/ entities.
5. Seller
shall not ship under reservation.
Failure of Buyer to enforce any right hereunder shall not constitute a
waiver of such right or any other rights hereunder. The Order and the agreement entered into
pursuant to its acceptance by Seller shall be governed and interpreted in
accordance with the laws of the State of Illinois.
6. Neither
the Order, any interest therein, nor shall claim there under, be assigned or
transferred by the Seller except as expressly authorized by the Buyer.
7. Neither
all, nor substantially all, of any order may be further subcontracted by the
Seller without the prior written consent of the Buyer.
8. Buyer
may, at any time, in writing make changes to an order. If any such change causes an increase or
decrease in the cost or time required for performance of the work, the price
and/or delivery schedule shall be equitably adjusted and the Purchase Order so
modified. The Seller shall submit any
claim for adjustment to the Buyer within seven (7) days following receipt of
the Buyer’s written Change Order.
Failure of the parties to agree to an adjustment shall be considered a
dispute under the Disputes clause hereof; however pending resolution of any
dispute, the Seller shall immediately proceed with the work as changed.
9. Payment
terms shall be NET 30 days after receipt and acceptance of material. If a vendor wishes to have payment in
advance, all trade references must be verified and a management determination
by Buyer will be made. Even in these
circumstances, specifically for initial / first time procurement, it is Buyer
policy to only accept cash on delivery (COD) or upon verification of material
actually in our possession to ensure a) delivery is actually made and b)
material is in conformance with documentation provided and c) visual inspection
to ensure goods are airworthy and in conformance with desired condition
requested on the purchase order.
10. Buyer
has the right of final approval of products supplied based on compliance to
drawings, standards, and raw material certification requirements.
11. Seller
must notify Buyer of any non-conforming processes, products or services and
Buyer must give approval for their disposition.
13. Most
interactions between Buyer and Seller will be over electronic mail or
telephone. Buyer does on occasion use
online sourcing portals to inquire and receive initial quotations.
14. Buyer,
as a distributor, normally has no specific design or development control
requirements. Any special requirements,
critical items or key characteristics on a “build to print” item or an item to
be manufactured to a Buyer supplied drawing, will be listed on our PO.
15. If
applicable, Buyer may request on-site product verification and inspection, at
supplier’s premises, when source inspection is required.
16. All
material delivered must be accompanied by a signed Certificate of Conformance
(“C of C”) stating the material complies with the requirements of Buyer’s
Purchase Order and drawing (when applicable).
If not provided upon receipt, if not provided upon receipt, the invoice
may be aged for payment based on final date of certifications received.
17. For
Commercial aviation items, including parts in NE, NS, OH and RP conditions, an
FAA8130-3 shall be supplied whenever possible.
Buyer cannot automatically accept parts Commercial parts with a C of C
only.
18. Seller
shall supply a proper Bill of Lading signed by carrier or any other legal
applicable documents providing title to the goods to the purchaser upon
delivery, fully protecting all parties in case of damages in transit. All costs incurred due to improper packaging
will be borne by the supplier.
19. Buyer
reserves the right to designate requirements for first article reports or
tests, specimens, design approval, inspection/verification sampling,
statistical techniques, and/or key characteristics. Additional requirements above and beyond the
normal deliverable items will be specified on the Purchase Order.
20. Seller
must maintain the proper identification and revision status of specifications,
drawings, process, requirements, inspection/verification instructions, and
other relevant technical data. The
latest revision of the specification or drawing to be used in manufacture and
inspection, unless specific written instruction requesting a previous revision
is specified.
21. Seller
is required to maintain compliance to a Quality Management System standard and
notify Buyer of changes to certification status. (i.e. ISO9001, AS9100, AS9120, etc.)
22. Seller
is required to notify Buyer of major changes to company operation, such as a
change in manufacturing location, company name changes, changes in ownership.
23. Seller
is required to maintain records associated with the Purchase Order as required
for a period of no less than 5 years.
24. Buyer
retains the right of access of Buyer’s personnel, our customer, our regulatory
authorities (including FAA and EASA), to the applicable areas of all
facilities, and at any level of the supply chain, for the purposes of auditing
the maintenance activity, relative to the Purchase Order in accordance with CFR
145.233(b)
25. Customer
directed sources must operate in accordance with approved specifications and
standards as directed and controlled by the customer in question. Any supplier requirements defined by Buyer’s
customers will be stated on the Purchase Order, as applicable.
26. Seller
is required to prevent delivery of counterfeit parts or material. Contact Buyer for any questions related to
counterfeit material prevention and control.
27. Seller
is required to ensure that their personnel are trained to the requirements of
the drawings, standards and Purchase Order requirements supplied by Buyer.
28. Seller
must flow applicable requirements, including key characteristics and customer
requirements, down to secondary level suppliers and subcontractors as necessary
for compliance to requirements.
29. Seller
is expected to act ethically, honestly, and with the highest standard of
personal integrity at all times in the performance of work, product / service
conformity and product safety.
30. No
rights in any plans, drawings, or other data furnished by the Buyer or derived
there from shall pass to the Seller in fulfillment of the order or be released
to third parties without the written consent of the Buyer. To the extent that the items ordered are
manufactured to designs not originated by Buyer, Seller guarantees that the
sale and/or use of such items delivered hereunder will not infringe any United
States or foreign patents. Seller agrees
to indemnify and save Buyer harmless from any expense, loss, cost, damage or
liability that may be incurred on account of infringement or alleged
infringement of patent rights against the Buyer.
31. ITAR
Compliance: Supplier acknowledges that items, technical data, or services
provided under this purchase order may be subject to the International Traffic
in Arms Regulations (ITAR). Supplier agrees to: Comply with all applicable U.S.
export control laws and regulations, Not export, disclose, or transfer any
ITAR-controlled items or technical data to any foreign person or foreign
country without prior written authorization, Restrict access to ITAR-controlled
information to authorized U.S. persons only, unless properly licensed, Flow
down these requirements to any sub-tier suppliers. Supplier shall immediately notify Buyer of
any known or suspected violation of ITAR requirements. Failure to comply may
result in termination of this order and potential legal consequences.