GMMCO TERMS & CONDITIONS OF PURCHASE
APPLICABILITY These terms and conditions of purchase and the separate General Machinery and Manufacturing Company Inc. hereinafter “GMMCO”) Purchase Order Requirements are applicable to purchases made by GMMCO (from its vendors and/or suppliers (hereinafter “Seller”).
ACCEPTANCE AND ACKNOWLEDGEMENT Any performance on a purchase order (hereinafter “P.O.”) is deemed an acceptance, without exception, of the terms and conditions set forth on the face of the purchase order and in these terms and conditions of purchase.
CHANGES GMMCO may at any time make changes within the general scope of the P.O. and Seller shall comply therewith. Except as expressly provided for elsewhere, GMMCO and Seller agree that there shall be no adjustment in unit price or delivery schedule without a written change order to the P.O.
INVOICES Seller will send a separate invoice and shipping notice for each shipment. Each invoice must show the GMMCO P.O. number, part number(s), unit price(s), and quantities shipped. No charges shall be allowed for boxing, crating, packaging, or any other handling unless provisions are agreed to in writing. Delays in receiving invoice, errors or omissions on invoice, or lack of supporting documentation required by the terms of the order will be cause for withholding settlement without losing discount privilege.
PACKING No charges shall be allowed for boxing, crating, packaging, or any other handling unless such provisions are agreed to in writing. All goods must be packed appropriately to arrive at destination without damage or as otherwise noted on the P.O.
RECEIVING INSPECTION All goods will be received by GMMCO subject to inspection, test, and rejection. If goods received are in non-conformance to specifications, drawings, or P.O., at GMMCO’s discretion goods may be (1) returned at Seller’s expense and all delivery charges paid by GMMCO will be refunded by Seller, (2) corrected, or (3) replaced at Seller’s expense, including transportation both ways. This clause shall not affect any of the rights or liabilities of the parties under the WARRANTY clause. The aforesaid in no way relieves the Seller of its responsibility to inspect and verify that goods in every way meet P.O., print, and specification requirements.
CORRECTIVE ACTION Materials or services found to have a quality problem will result in a formal request for corrective action. Such requests require a timely response.
WARRANTY Seller warrants that all goods delivered under the P.O. will be merchantable, free from defect in materials and workmanship, and will conform to applicable specifications and drawings. If Seller is responsible for design, Seller warrants that all goods delivered under the P.O. will be free from defective design and will be fit and sufficient for all purposes for which it is designed. GMMCO’s approval of designs furnished by Seller shall not relieve Seller of obligations under this warranty. Seller’s warranties shall pass on to GMMCO and its customers. Without prejudice to any other remedy that GMMCO may have, Seller shall be responsible for, and bear the expense of, any necessary correction due to faulty workmanship or materials, or due to faulty design unless such design was supplied by GMMCO. Seller further warrants that all aircraft materials and/or components shall be furnished in compliance with all applicable Federal Aviation regulations. All inspection records will be made available to GMMCO upon request. Seller further warrants that all goods supplied or services performed shall be in accordance with all applicable federal, state, and local laws including environmental protection and occupational safety and health.
DELIVERY Shipments shall be made as specified and strictly in accordance with the delivery schedule of the P.O. All orders must be shipped via the specified freight provider on GMMCO’s P.O., unless otherwise specified by GMMCO. If the Seller’s deliveries fail to meet the schedule, Seller will pay the difference between the shipping method specified in the P.O. and the premium transportation rates. In the event that Seller is unable to make delivery by the date required on the purchase order, GMMCO reserves the right to cancel or modify the P.O. GMMCO requires immediate notification when Seller’s shipment will be late.
INDEMNIFICATION Seller shall indemnify and hold harmless GMMCO against any and all claims for U.S. or foreign patent, copyright, trademark, or other proprietary rights infringement. Seller shall defend at Seller’s expense any and all infringement suits or actions of law or in equity brought against GMMCO and shall satisfy all judgments entered therein.
TAXES Seller agrees to pay any taxes imposed by law on account of the goods purchased hereunder.
NON-DISCRIMINATION & FAIR LABOR STANDARDS ACT Seller hereby certifies that all goods sold hereunder which are produced or manufactured in the United States are produced in compliance with all applicable requirements, orders and regulations of the United States Federal Government pertaining to nondiscrimination in employment and facilities including, but without limitation to, the provisions contained in paragraphs one through seven of Part II, Nondiscrimination in Employment by Government Contractors and Subcontractors, of Executive Order 11246 (as amended by Executive Order 11375), Certification of Nonsegregated Facilities (41 CFR Chap.1, Section 1-12.803-10), the Equal Opportunity and Affirmative Action clauses as required by 41 CFR 60-1.4 (f) (7),60-250.4(m) and 60-741.4(f), and the Fair Labor Standards Act of 1938 as amended (29 U.S. Code 201-219), all of which provisions are incorporated herein by reference and expressly made a part hereof. Seller also certifies full compliance with all state and local laws and orders relating to nondiscrimination in employment and facilities that are applicable to Seller.
RIGHTS AND RESERVATION Rights to all drawings, designs, information, tools, and other items supplied by GMMCO are reserved and the same shall not be used or reproduced for any purpose whatsoever except for the performance of work under the P.O.
VENUE SELECTION/CHOICE OF LAW This agreement shall be deemed to have been made in the State of Illinois, U.S.A. and shall be interpreted in accordance with the law of the State of Illinois without regard to conflict of law principles. Seller consents to the exclusive jurisdiction of the state and federal courts of the state of Illinois, U.S.A., for determination of any claim or controversy between the parties and arising out of or relating to these terms and conditions of purchase. In the event that GMMCO shall engage an attorney or commence an action against Seller arising out of facts and circumstances related to these terms and conditions of purchase including, but not limited to, Seller’s breach of any of its obligations hereunder, GMMCO shall be entitled to recover its reasonable attorney’s fees, costs, and other disbursements incurred in connection therewith.
RIGHT OF ENTRY: GMMCO representatives shall be granted the right to verify at the supplier’s premises that furnished product, processes and records conform to specified requirements. The same rights are reserved for our customers, and for Regulatory Authorities.
SUPPLIER QUALITY SYSTEM: As a minimum the supplier inspection system shall comply with ISO9001:2008
INSPECTION SAMPLING: Supplier shall maintain documented Inspection Plans that identify inspection requirements and record results.
CERTIFICATE OF CONFORMANCE:
- a) Supplier shall submit with each shipment a certificate of conformance stating products shipped are in compliance with PO requirements and all applicable drawings & specifications.
- b) The certificate shall include P.O. number, part number with revision level, quantity, lot/batch number, serial number (where applicable), and be signed by an Authorized Company Representative including title.
- c) All certification must be clearly legible. Poor copies may result in rejection of order at seller’s expense.
- d) Unless agreed in writing by GMMCO, when the supplier is not the Manufacturer, the Manufacturer’s Certificate of Compliance is required, together with certification from any intervening distributor.
- e) Material Safety Data Sheets: with any delivery of hazardous material, supplier shall provide the current edition of the Material Safety Data Sheet (MSDS) published by the manufacturer.
LOT INTEGRITY: Each manufacturer’s lot in each shipment must be segregated and identified.
PACKAGING: a) Supplier shall ensure parts are adequately packaged and protected to preclude damage in transit. Except where otherwise specified, packaging of parts shall comply with best commercial practice.
- b) Hazardous materials, including compressed gases, shall be in approved containers.
- c) Electronic equipment sensitive to electrostatic discharge (ESD) must be appropriately protected.
- d) Product shall be protected against rust or corrosion.
F.O.D. The supplier shall ensure that all parts supplied are free of any debris or foreign objects.
MARKING: Unless otherwise specified in P.O., part specification, or drawing, the part marking of each delivery shall contain as a minimum the GMMCO P.O. Number, Part Number, and Quantity.
REQUIREMENTS FOR NON-CONFORMING MATERIAL: The supplier organization must immediately notify GMMCO of any non-conforming product. The supplier organization must contact GMMCO and receive approval for disposition of non-conforming material.
USE OF SUB-TIER SUPPLIERS: Where use of sub-tier suppliers is permitted, GMMCO P.O. drawing and specification requirements shall be flowed down by the supplier to the sub-tier processors and suppliers. Examples include use of specified approved sources, key characteristics, etc.
REVISION LEVEL: Unless otherwise specified, parts shall be to the latest revision of the specification in effect at time of purchase order. Please indicate revision level on packages and certification.
RECORD RETENTION: Certification/Inspection Records shall be retained by the supplier 3 years minimum, unless otherwise noted on the Purchase Order. If for Pratt & Whitney or Woodward end use, 40 years.