Aztec Plastic Company
PURCHASE ORDER TERMS AND CONDITIONS
The term “Supplier” or “Seller” 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 (referred to as “Aztec Plastic Company”, “Aztec Plastic”, or “Buyer”) 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. Aztec Plastic may offset against any amounts due under Supplier's invoices: (a) any damages resulting from Supplier's default under or breach of any contract (including any purchase order and these Terms and Conditions); (b) any amount owing from Supplier to Aztec Plastic; or (c) any adjustment for shortage or rejection and any costs occasioned thereby. In the event that Aztec Plastic becomes aware of potential violation of any governmental law, regulation or order or contractual obligation by Supplier in relation to its performance hereunder, Aztec Plastic may withhold, without liability or interest, any payment due hereunder associated with matters relating to such potential violation, pending investigation and resolution of such potential violation.
- 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. Supplier will bear the cost of any normal (except to the extent explicitly specified otherwise under the relevant purchase order) or extraordinary (in any case) shipping charges necessary to meet the delivery schedule specified in any purchase order. 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. Delivery shall be DPU Incoterms® at Buyer’s loading dock. At Buyer’s option and sole discretion, should Supplier fail to deliver any goods ordered under a purchase order by Buyer within the delivery date for reasons other than those set forth in section of these Terms and Conditions titled “Force Majeure”, in consideration of the difficulties in calculating the damages which any such delay would cause to Buyer, Supplier shall pay to Buyer, as liquidated damages, a sum equal to one-half percent of the price of the delayed goods for each complete day of delay or, if greater, any amount of liquidated damages Buyer owes to its customer as a result of Supplier’s failure to timely deliver. The total amount to be paid by the Supplier to Buyer as liquidated damages shall not exceed twenty percent of the price of the delayed good(s). Risk of loss and title with respect to the goods hereunder shall not pass to Buyer until delivery of the goods to Buyer’s facility.
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 Seller’s 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.
- Conflict Free:
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. Supplier further agrees that all terms of warranty are in compliance with all applicable laws in effect at time of shipment, and shall not infringe any third party’s proprietary rights relating to the goods. Supplier shall hold Aztec Plastic harmless from any damage or loss arising from a breach of any warranty. This warranty shall be for a period of twenty four (24) months, unless a different term is stated in the prevailing contact documents. 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. This warranty shall run to Buyer and its successors, assigns and customers. This warranty shall begin after Buyer’s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming goods. Supplier will bear all costs associated with return to Supplier of defective or non-conforming goods and redelivery to Buyer and its customers of corrected or replaced goods, all of which shall be at Supplier’s expense. Supplier shall be liable for all costs of inspecting, assessing, gaining physical access to, and removal and reinstallation of any installed non-conforming goods or services or adjoining goods at Buyer or Buyer’s customer. Buyer may, at its discretion, invoice or debit the Seller’s account in the amount of the warranty costs incurred. Deliveries of corrected or replaced goods or services shall be accomplished promptly and shall be accompanied by written notice specifying that such goods or services are corrected, repaired or replaced. Buyer’s remedies with respect to this warranty shall not be limited, restricted or disclaimed in whole or part by any other terms or conditions. Goods required to be corrected or replaced shall be subject to further inspection in the same manner and to the same extent as goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Supplier shall promptly comply with Buyer’s direction to (i) repair, rework or replace the goods or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance.
- 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.
- Supplier Performance Criteria:
Supplier performance criteria as utilized by Aztec Plastic to assess performance: on- time delivery; quality (rejects/returns); other problems. Unless contacted by Aztec Plastic a supplier’s performance is considered adequate.
Supplier will defend, indemnify and hold harmless Aztec Plastic and its affiliates, and their officers, agents, employees, successors and assigns, against any claims, loss, damage or expense, including, without limitation, payment of direct, special, incidental and consequential damages, and expenses of defending claims including attorneys' fees, arising out of or relating to Supplier's breach of obligations under any purchase order, these Terms and Conditions, or negligence or willful misconduct with respect to performance of the order. This duty to defend, indemnify and hold harmless extends to any suit, claims, judgment or demand which arises out of or in connection with Supplier's performance or nonperformance of any purchase order placed by Aztec Plastic, out of or in connection with Supplier's breach of warranty, out of any defect in the goods or services whenever discovered, out of any patent infringement or misappropriation of trade secrets by Supplier (other than pursuant to specifications or instructions provided by Aztec Plastic) or failure of Supplier to pay royalties, or any other breach of Supplier's obligations hereunder whether such claims or suit is based upon contract, warranty, strict liability in tort, negligence, or other legal theory, and also extends not only to third-party claims but also to any loss suffered by Aztec Plastic.
Supplier will, at all times, maintain with reputable insurance companies, insurance in the minimum amount of $2 million per claim, for property damage, cyber, bodily injury, product liability, product recall, contractual liability, and professional liability or errors and omissions if Supplier is providing advisory or consulting services. At Aztec Plastic's request, Supplier will name Aztec Plastic as an additional insured under such policies, and will provide to Aztec Plastic a certificate of such insurance providing for 30 days prior written notice to Aztec Plastic of cancellation or material change. Supplier will maintain workers' compensation insurance sufficient to cover all of its general and special employees engaged in work pursuant to any Aztec Plastic purchase order and insurance against liability for personal injury or death or destruction of or damage to property arising out of work in fulfillment of any Aztec Plastic purchase order, and will provide prompt evidence to Aztec Plastic of such coverage upon Aztec Plastic's request.
Time is of the essence in the purchase order. It is a default under any purchase order and these Terms and Conditions if Supplier: (i) refuses or fails to deliver any goods or perform any services within the time specified in such purchase order except as provided herein; (ii) fails to comply with any other provision of such purchase order or these Terms and Conditions; (iii) fails to make progress so as to endanger performance of such purchase order in accordance with its terms and these Terms and Conditions, or repudiates such purchase order; or (iv) suspends its business or become insolvent or subject to any law relating to bankruptcy, insolvency or relief from creditors, or takes any action in anticipation thereof. In the event of any default by Supplier under any purchase order or these Terms and Conditions, Aztec Plastic may terminate such purchase order (and all related purchase orders), with no liability owed to Supplier whatsoever, other than for payment of invoices already delivered to Aztec Plastic which remain unpaid, less any setoff for damages suffered by Aztec Plastic as a result of Supplier’s default. In the event of any such termination for default, Supplier will be liable to Aztec Plastic for any and all damages resulting from Supplier's default. If Aztec Plastic terminates any purchase order for default in whole or in part, it may acquire, under commercially reasonable terms supplies or services similar to those terminated, in which case Supplier will be liable for any excess costs for those goods or services. Upon a termination in part, Supplier will continue any work not terminated. If, after termination, it is determined that the Supplier was not in default, or that the default was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for Aztec Plastic's convenience under the section below titled “Termination for Convenience.” Aztec Plastic may terminate any purchase order in whole or in part for any reason with thirty (30) days advance written notice. The Supplier shall use its best efforts to mitigate the costs arising from such termination. In no case shall the amount payable by Aztec Plastic for the terminated work exceed the price which would have been payable by Aztec Plastic had the work been completed. Aztec Plastic may cancel any purchase order at any time without cost to Aztec Plastic in the event that Aztec Plastic’s customer cancels a corresponding order to Aztec Plastic.
- Limitation of Liability:
Aztec Plastic shall not be liable to Supplier for manufacture or procurement of goods, materials, or components in advance of any agreed-to lead time in accordance with the latest purchase order delivery schedule. As a material term of this contract Supplier agrees that any manufacture or order of goods, materials, or components in advance of any agreed-to lead-time shall be solely at Supplier’s risk and Aztec Plastic assumes no liability for Supplier’s manufacture or procurement in advance of any agreed-to lead-time. UNDER NO CIRCUMSTANCES SHALL AZTEC PLASTICS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOST PROFIT, REVENUE, OR OPPORTUNITY, BUSINESS INTERRUPTION, AND/OR SIMILAR DAMAGES.
- Security for Aztec Plastic Information Stored by Supplier:
If Supplier receives and holds Aztec Plastic Information on its information systems, Supplier shall maintain effective information security to ensure the secure storage and/or processing of Aztec Plastic Information (as defined below) at Supplier's facility and to facilitate the exchange of information between Aztec Plastic and Supplier. As used in this provision, "Aztec Plastic Information" means (i) proprietary Information owned by Aztec Plastic; (ii) information managed by Aztec Plastic; (iii) information that Aztec Plastic is obligated to manage and protect on behalf of others; and (iv) personally-identifiable information relating to an identified or identifiable employee of Aztec Plastic or others that is protected by various privacy laws (current or future) as applicable throughout the world. Supplier agrees to install and implement security hardware, software, procedures and policies that will provide reasonable and effective information security. Supplier agrees to update such hardware, software, procedures and policies as may be needed from time to time to utilize improved technology and to respond to more sophisticated security threats in order to maintain a level of security protection appropriate for the information involved and the current state of security solutions. Supplier shall use reasonable efforts, as measured by the available technology at the time, to prevent anyone other than its authorized employees from accessing the Aztec Plastic Information and assure that all Aztec Plastic Information and applicable software is appropriately backed up and recoverable in the event of a disaster.
- Force Majeure:
Deliveries or acceptance will be subject to extension of time made necessary by reason of delays or disabilities directly affecting Supplier or Aztec Plastic, respectively, occasioned by fires, floods or other catastrophes, wars, riots or embargo delays, pandemics, government allocations or priorities, unforeseeable government restrictions or controls, or unusually severe weather conditions, to the extent such delays and disabilities are beyond their reasonable control in spite of prudent precautions. Performance may be delayed only to the extent reasonably caused by such event, and upon prompt written notice of the event. If such delay continues for more than 90 days, Aztec Plastic may terminate in accordance with section 22, above.
- Dispute Resolution:
In the event of any controversy, claim or dispute arising out of or relating to a purchase order (a “Dispute”), Aztec Plastic and Supplier shall seek to resolve the matter amicably through mutual discussions to be initiated by written notice by the aggrieved party to the other party as promptly as possible after a Dispute arises and to be conducted diligently in good faith by both Aztec Plastic and Supplier. Such discussions may be conducted over the telephone, or at a meeting or meetings, held at the principal offices of Aztec Plastic, or at such other location as the parties may agree. If the parties fail to resolve any such Dispute by amicable arrangement and compromise within the thirty (30) day period immediately following the date of the notice initiating such discussions referred to in the paragraph above, either party may submit the Dispute for resolution by mediation. The mediation shall be conducted at the principal offices of Aztec Plastic or at such other location as the parties may agree. The mediator shall be jointly selected by the parties. Mediation shall continue for at least thirty (30) days, unless the mediator chooses to withdraw sooner. Each party shall bear its own costs of the mediation effort, and the parties shall equally share the cost of the mediator. If the Dispute cannot be resolved through mediation, either party may commence an action to resolve the Dispute in the courts of the State of Illinois in Cook County, and the federal courts of such jurisdiction, and each of the parties irrevocably submits to the exclusive jurisdiction of such courts, waives any objection it may now or hereafter have as to venue or as to convenience of forum, and agrees that all claims in respect such Dispute be heard and determined only in such courts.
- Governing Law:
All Aztec Plastic’s purchase orders shall be governed by, interpreted, and enforced in accordance with the internal laws of the State of Illinois, including the provisions of Illinois’ Uniform Commercial Code, but specifically excluding the provisions of the U.N. Convention on Contracts for the International Sale of Goods and without giving effect to its conflict of laws principles.
- 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.
AEROSPACE SUPPLIER REQUIREMENTS
Purpose: to provide additional emphasis on certain quality management system requirements pertaining to suppliers of raw materials, parts or processing services for aerospace applications.
- Not deviate from control plan requirements, material specifications/designated sources or manufacturing processes employed at the time of initial part approval without Aztec Plastic’s approval.
- Maintain accountability for all products, including: revision status of all parts/components, traceability to date of manufacture and material used, and specific records of nonconforming product disposition completion.
- Maintain positive physical control and identification of nonconforming product designated as scrap until physically destroyed.
- Not apply a “use as is” disposition to nonconforming product without written approval from Aztec Plastic.
- Report to Aztec Plastic, on the same day of discovery, any situations where it is discovered after-the-fact that nonconforming product or FOD-contaminated product was inadvertently shipped. See more about Foreign Object Detention and prevention in item #15 above.
- Prevent the use of counterfeit parts. See specifics in section #14 above: Counterfeit Parts Avoidance.
- Apply nonconforming product controls to product with shelf-lives, consistent with those or, as a default, to such product more than 1 year old.
- Retain inspection records with traceability to the specific related product for a minimum of 10 years after the date of manufacture.
- Provide a legible copy of actual inspection results with each shipment if requested.
- Ensure stock rotation
- Inform Aztec Plastic prior to acceptance of any order for a new or existing part of any gaps in the information provided by Aztec Plastic that could result in the supplier producing any product or failing to meet any other requirements expected by/defined by Aztec Plastic
- Accurately and completely communicate in writing all pertinent Aztec Plastic requirements to sub-suppliers, including key characteristics, critical items, and special requirements, or other “flow downs” applicable to the subcontracted activity.
- Periodically check the condition of any production equipment or tooling used on aerospace parts while the equipment or tooling is in storage and exercise proper controls over inactive equipment/tooling being stored
- Accommodate reasonable requests by Aztec Plastic or customer representatives for whom you supply product and/or other regulatory authorities’ access to your facilities and product-related records.
- Adhere to export/import requirements per as ITAR and related Export Laws and Regulations, Federal Acquisition Regulations (FAR) and Department of Defense FAR Supplement (DFARS), including Security Requirements. Details available from Aztec upon request.
- Ensure that personnel involved with Aztec product are aware of their contribution to product/service conformity, product safety, and the importance of ethical behavior.
Original Issue: 5/14/2015
Revised date: 3/30/18: To clarify that flow downs apply to subcontracted activities and the importance of conformity, product safety, and ethical behavior.
Revised 1/11/2019: to specifically spell out the requirement to prevent the use of counterfeit parts.
Revised 04/01/2020: Added Aerospace Supplier Requirements
Revised 02/01/2022: Added Supplier performance criteria
Revised 10/04/2022: Added provisions to make more comprehensive