AZTEC PLASTIC COMPANY
PURCHASE ORDER TERMS AND CONDITIONS
The term “Supplier” as used herein refers to the Supplier executing this Purchase Order and there by agreeing to provide goods or perform services hereunder. The term, as used herein, also includes subcontractors, independent subcontractors and all other classes of persons performing any type of work under this Purchase Order.
This Purchase Order constitutes an offer by Aztec Plastic Company to Supplier upon the terms and conditions stated herein and in the body of the Purchase Order and shall become a binding contract either by acknowledgement of performance.
**By acceptance of this Purchase Order, Supplier agrees to comply fully with the terms and conditions hereof, except as otherwise agreed to in writing by Aztec Plastic Company. Supplier’s acceptance of this Purchase order shall be exclusively governed by the terms and conditions of this Purchase Order and shall supersede Supplier’s terms and conditions in any document acknowledging or accepting this Purchase Order. Acceptance by Aztec Plastic Company of the goods, services or work delivered under this Purchase Order shall not constitute acceptance of Suppliers terms and conditions. In the event of any conflict between the terms and conditions of this Purchase Order and any of the supplier’s terms and conditions in any documented accepted by Aztec Plastic Company, the parties agree that the terms and conditions in this Purchase Order shall control exclusively.
- Proprietary Information- Confidentiality:
Any information or data in the form of specifications, drawings, reprints, technical information, electronic media or otherwise, furnished to the Supplier under this order shall remain Aztec Plastic Company’s property, shall be deemed proprietary, shall be kept confidential and shall be promptly returned to Aztec Plastic Company upon request. Supplier shall not copy nor disclose, without Aztec Plastic Company’s written permission, any such information or data to any other person, or use such information or data itself for any purpose other than performing this order.
Amendments to the printed terms and conditions of this Purchase Order must be in writing and signed by both Supplier and Buyer.
Buyer may at any time make changes within the general scope of this Purchase Order in any one or more of the following: (i) drawings, designs, or specifications where the goods to be furnished are to be specifically manufactured for Buyer; (ii) method of shipment or packing; (iii) place and time of delivery; (iv) quality and/or quantity. If any changes cause an increase or decrease in the cost, or the time required for the performance of, any work under the Purchase Order, an equitable adjustment shall be made in the Purchase Order or delivery schedule, or both, such adjustment to be made in writing and signed by Seller and Buyer.
- Price and Payments:
Supplier agrees that the per unit price or total price set forth on the face of the Purchase Order is firm and not subject to increase.
Payment terms are net 30 days, unless otherwise stated on the face of the Purchase Order, from the later: (i) the actual delivery date, (ii) the scheduled delivery date or (iii) the date of receipt of the valid invoice or bill of lading by Buyer. Payment of Seller’s invoice is subject to adjustment for any shortages or rejection. Any changes to the payment terms of 30 days must be agreed upon and in writing between the Buyer and Seller.
- Packing, Preservation and Marking:
Supplier shall package goods in a manner that prevents damage and is accordance with best commercial practices and consistent with any applicable law unless otherwise specified in the Purchase Order. Any special cost related to packing of the goods will be indicated in this Purchase Order and must be broken down per line item in the Supplier’s invoice. Buyer reserves the right to request a return for repairs, replacement for full refund from Supplier for damage of any good due to improper packaging.
Time is of the essence with respect to the Purchase Order. The specific service or quantity of goods ordered cannot be changed without the prior written consent of Buyer.
Each shipment shall include a detailed complete bill of materials/parts, Purchase Order on the paperwork, and a Certificate of Conformance or Certificate of Analysis must accompany each delivery of material to Aztec Plastic Company. Shipment is subject to rejection if all required documentation is not included with the shipment.
If such changes to the delivery schedule result in an increase in price. Supplier will submit a claim for adjustment in accordance with section 5 CHANGES. If no method of shipment is specified in the Purchase Order, Supplier shall use the least expensive carrier.
All goods received are subject to inspection, test and use by Aztec Plastic Company or the final destination of the customer, and Aztec Plastic Company shall have the right to refuse acceptance of any goods not meeting specifications and may revoke acceptance for goods found to be nonconforming to contract specifications within 180 days after receipt of goods or services. If reference to a contract with or for the United States Government, or any agency thereof, appears on the face of this Purchase Order, the goods and services ordered hereby shall also be subject to inspection by an officer of the United States or its agencies authorized to make such inspection(s).
If any of the goods or services provided pursuant to the Purchase Order are found at any time prior to expiration of its applicable warranty to be defective or otherwise not in conformity with the requirements of the Purchase Order or other related specification(s), Buyer, in addition to all other rights, remedies and choices Buyer has pursuant to the Purchase Order, these terms of purchase, by law, and in equity, may, upon its option and sole discretion at the Sellers expense: (i) reject and return all of the goods or services or only reject the non-conforming good or services; (ii) take action to cure all defects and/or bring the goods into conformity with all requirements of the Purchase Order, allocating all costs, expenses (including, but not limited to, material, labor, and handling costs), and other reasonable charges for Seller’s account; (iii) withhold total or partial payment; (iv) require Seller to immediately and properly correct any defective portion of the services and/or require Seller to immediately replace or repair, as appropriate, with goods that conform to the Purchase Order; (v) require Seller to recall and replace or repair, as appropriate , all nonconforming goods and/or services. For any repair or replacement, Seller shall perform any and all tests requested by Buyer to verify conformance to the Purchase Order. Cost for tests and verification shall be borne by Seller.
- Corrective Action:
Supplier shall address nonconformities with correction and/or corrective action and provide evidence of actions taken upon Buyer’s request. Corrections and corrective actions must be completed in a timely manner.
- Certificate of Conformance:
A Certificate of Conformance or Compliance (C of C) is required with all shipments received by Supplier. The C of C is required to determine the acceptability of the supplies and meets all Purchase Order requirements. If the C of C is not provided, is incomplete, or is otherwise unacceptable, then the supplies may be determined to not meet contract requirements and may be rejected.
Supplier shall not use any conflict minerals as defined under Section 1502 of the U.S. Dodd-Frank Act. Suppliers are expected to ensure that parts and products supplied to Buyer are Democratic Republic of the Congo or an adjoining country (DRC) conflict-free (do not contain metals derived from “conflict minerals”; columbite-tantalite (tantalum), cassiterite (tin), gold wolframite (tungsten), or their derivatives such that they or indirectly finance or benefit armed groups through mining or mineral trading in the DRC). The CFSI Conflict Mineral Report Template shall be completed upon request, if applicable.
- Counterfeit Parts Avoidance:
Counterfeit Part- A part that is an unauthorized copy or substitute and has been identified, marked, and/or altered by a source other than the items legally authorized and has been misrepresented to be an authorized part of the legally authorized source. This definition includes used parts represented as new parts.
Authentic- (A) genuine; (B) purchased from the Original Equipment Manufacturer (OEM), Original Component Manufacturer (OCM) or through the OEM’s/OCM’s authorized dealers, and (C) manufactured by, or at behest and to the standards of, the manufacturer that has lawfully applied its name and trademark for that model/version of the material.
Authorized Dealer- A dealer or distributor that purchases directly from the OEM or OCM and is authorized or franchised by the OEM or OCM to see or distribute the OEM’s/OCM’s products.
Original Component Manufacturer (OCM), Original Equipment Manufacturer (OEM)- An organization that designs and/or engineers a part or equipment and is pursuing or has obtained the intellectual property rights to that part or equipment.
Non-Franchised Source- Any source that is not authorized by the OCM or OEM to sell its product lines. Non-franchised source may also be referred to as “brokers” or “independent distributors”.
Suspect Counterfeit Part- A part that Buyer becomes aware, or has reason to suspect, meets the definition of “counterfeit part”, as defined above. If any individual part from a lot is determined to be counterfeit or suspect counterfeit, then the entire lot of parts will be considered suspected counterfeit.
A distributor selling to Aztec Plastic Company must have a method to maintain item traceability that ensures tracking of the supply chain back to the OEM/OCM manufacturer. The traceability method shall clearly identify the name and location of all the supply chain intermediaries, from the manufacturer to the direct source of the product for the Supplier and shall include the manufacturer’s batch identification for the item(s) such as date codes, serializations, or other batch identifications.
Supplier shall maintain a documented system (policy, procedure, or other documented approach) that provides for prior notification and Buyer’s approval before parts/components are procured from sources other than OEM’s/OCM’s or the authorized dealers. Suppliers shall provide copies of such documentation for its system for Buyer’s inspection upon Buyer’s request.
In addition to warranties implied in fact or law, the supplier warrants that all goods, material and/or services covered by this Purchase Order will be merchantable and free from defects in materials and workmanship and will strictly conform to applicable specifications, drawings, samples and descriptions and will be fit and sufficient for the particular purpose intended. Supplied further agrees that all terms of warranty are in compliance with all applicable laws in effect at time of shipment. Supplier shall hold Aztec Plastic harmless from any damage or loss arising from a breach of any warranty.
Supplier warrants that goods furnished hereunder shall be free of Foreign Object Debris (FOD). Furthermore, Seller agrees to implement all necessary arrangements required to prevent, detect and eliminate foreign object debris during manufacturing, assembly, inspection, storage maintenance, packaging and shipping.
- Assignment and Subcontracting
This Purchase Order and any payments to be made hereunder shall not be assigned or transferred by Supplier without prior written approval by Aztec Plastic Company. Similarly, Supplier shall not further subcontract any portion of the work to be performed under this Purchase Order without prior written consent by Aztec Plastic Company.
- Approval-Form/Fit/Function Alterations:
Supplier will not implement or otherwise deliver Aztec Plastic Company, products incorporating any alterations to product form, fit or function without prior written approval Aztec Plastic Company. When applicable the Supplier may be required to provide the Buyer with a First Article Inspection (FAI) to validate confirmation to the product specifications, drawing and any other form of media.
- Order Termination and Suspension:
Buyer may suspend the Purchase Order or any part thereof, at any time, for any or no reason, by written notice to Seller. Upon receiving notice of termination: (i) Seller shall immediately suspend work to the extent specified, properly caring for and protecting all work in progress and materials, supplies, and equipment Seller has on hand for performance; and (ii) Seller shall immediately deliver to Buyer copies of outstanding Purchase Order and subcontracts for material , equipment, and service for the work, and shall take such action relative to such Purchase Orders and subcontracts as Buyer may direct.
- Entire Agreement:
This Purchase Order constitutes the entire agreement between the parties hereto, and no modification or amendment of this Purchase Order shall be effective unless in writing and signed by Aztec Plastic Company. Any agreements, negotiations, or understandings of the parties hereto prior to the date of this Purchase Order whether written or oral are merged herein and superseded hereby.