TERMS AND CONDITIONS OF PURCHASE
1. ENTIRE AGREEMENT
Either Seller's written acknowledgement or Seller's full or partial performance under this purchase order, whichever occurs first, will constitute acceptance of all terms and conditions contained herein. Any acceptance of this purchase order is limited to acceptance of the express terms of the offer set forth in this purchase order. Any proposal for additional or different terms or any attempt by Seller to vary in any degree any of the terms of this offer in Seller's acceptance or acknowledgement is hereby objected to and rejected, but such proposal shall not operate as a rejection of this offer unless such variances are in the terms of the description, quantity, price or delivery schedule of the Goods but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by the Seller without said additional or different terms. If this purchase order shall be deemed an acceptance of a prior offer by Seller, such acceptance is limited to the express terms set forth in this purchase order.
2. SELLER COMPETENCE
Seller represents and warrants that it possesses the facilities, skills, knowledge and expertise to handle and provide the Goods and/or services specified herein in a safe and responsible manner, any certifications required by specifications on the order, and that all persons, including any subcontractors, involved in handling any materials processed or provided for under this purchase order will be shown any MSDS/SDS associated with such materials and be advised of its safe and proper use and handling. Seller further represents that all of Seller's employees are aware of their contribution to product conformity and are aware of their impact on product safety.
3. QUALITY MANAGEMENT SYSTEM REQUIREMENTS
The supplier shall maintain an Inspection System in compliance with or meeting the intent of the ordered specifications and the following standards to provide detection, documentation, and timely correction of any product nonconformities. Supplier shall notify Buyer of any changes to the Quality Management System used to originally qualify the supplier.
- AS9100
- AS9120
- ISO9001
- Krayden Supplier Quality System Survey
4. CONFORMING MATERIAL REQUIRED
Goods supplied shall conform to all requirements of this purchase order, including referenced specifications, and that Objective Evidence of conformance to specifications required by this purchase order is on file and available for examination by Purchaser. Seller will notify Buyer of nonconforming product. Seller, before shipment, will obtain authority to ship discrepant material. No materials will be accepted with defects/un-worthy conditions without prior disposition/approval. Seller warrants that Goods delivered shall be new, be only materials obtained from the OEM or an authorized OEM reseller or distributor, not be or contain any Unapproved, Suspected Unapproved, Counterfeit Goods, and contain only authentic, unaltered OEM labels and other markings.
5. NOTIFICATION OF CHANGES
Seller agrees to notify Purchaser in writing within five days of any changes in product and/or process definition, changes of suppliers, or change of manufacturing location. Seller is responsible to get all required approvals of specification holders for any changes.
6. FLOWDOWN REQUIREMENTS
Applicable Government and Customer contract requirements clauses must be flowed down to Seller's sub tier suppliers. Seller shall maintain on file all applicable representations and certifications provided by sub tier suppliers.
7. RECORD RETENTION
Seller shall maintain, for ten (10) years, purchase order files for supplies, equipment, material, or services including supporting documentation and back-up files including, but not limited to, invoices. Product acceptance records, including inspection records, material certifications, and acceptance test records, shall be retained in accordance with FAR subpart 4.7 and Purchaser's then current specifications.
8. RIGHTS OF ACCESS
The Buyer and its customers reserve the right to conduct inspections and surveillance of the supplier's procedures, facilities, and products. The right of entry allows the supplier, customers, and regulatory agencies to determine and verify the quality, records, and material at any place, including the plant of the subcontractor. Customer verification of product is not to be used as evidence of effective supplier quality control and does not absolve the requirement for conforming product or preclude subsequent rejection by the customer.
9. WAIVER
Purchaser's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser's waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.
10. SEVERABILITY
If any provisions of these Terms and conditions or any part hereof are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all conditions and provisions of this agreement which can be given effect without such invalid, unlawful or unenforceable provision shall, nevertheless, remain in full force and effect.
11. DELIVERY AND PERFORMANCE
Time is of the essence. Deliveries are to be made in quantities and at times specified by Buyer. All deliveries shall ship complete unless partial shipments are approved, in advance of shipment, by the buyer. Buyer shall have no liability to pay for goods delivered in excess of quantities specified by Buyer. Buyer may change or suspend delivery schedules.
12. ETHICS REQUIREMENTS
Buyer is committed to conducting business fairly, impartially and in an ethical and proper manner. Buyer's expectation is that Seller will also conduct business fairly, impartially and in an ethical manner, and that Seller will have and adhere to a code of ethical standards. Seller must train employees on the importance of ethical behavior. In the event that Seller has cause to believe that Buyer or any Buyer employee or agent has acted improperly or unethically under this contract, Seller shall report such conduct to the Buyer's Management. Compliance to Krayden Business Code of Conduct and Confidentiality (https://krayden.com/pdf/business_code_of_conduct_and_confidentiality.pdf) is required.
13. Applicable Law
(a) Seller shall comply with the applicable laws of all federal, state, provincial and local laws and ordinances and all lawful orders, rules and regulations thereunder, and such compliance shall be a material requirement of this Contract. This shall include, but shall not be limited to compliance with FAA, DOT and other transportation regulations, as well as the Hazard Communication standards promulgated pursuant to the Occupational Health and Safety Act.
(b) Seller shall control the dissemination of and access to technical data, information and other items received under this Contract in accordance with applicable U.S. export control laws and regulations.
(c) Seller shall comply with California Proposition 65 (also known as The Safe Drinking Water and Toxic Environment Act of California) by applying proper product labeling to comply with the Act.
(d) Seller, its affiliates, and subcontractors shall comply with the United States Foreign Corrupt Practices Act (FCPA) and the UK Bribery Acts as amended.
(e) In the event that any term or condition of this Agreement is not expressly stated herein, or there are conflicting terms or conditions, the parties agree that such term shall be governed by the applicable provisions of the Uniform Commercial Code (UCC), including but not limited to Article 2 governing the sale of goods. Any conflicting or additional terms shall be deemed void unless expressly agreed to in writing by both parties.