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. Upon expiration of the required
retention period, records shall be destroyed or otherwise disposed of in a
manner that prevents unauthorized access, use, or disclosure.
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.