General Terms and Conditions

Terms and Conditions

  

Acceptance

Supplier’s acceptance of this purchase order shall constitute an agreement to all terms and conditions; including but not limited to purchase order price, quantity, delivery, specifications, terms, quality requirements, and regulatory requirements.


Acknowledgement

Supplier acknowledgement MUST be sent to AAI’s Purchasing Department after receipt of the order. 


Agreement

Upon acceptance and acknowledgement this purchase order constitutes a binding agreement between the Supplier and AAI. The terms and conditions cannot be changed without prior consent of both parties.


Order Amendment

Amendments to this order, or AAI General Terms and Conditions shall be set forth in writing, via purchase order change notice, and/or revisions to the purchase order terms and conditions. AAI will consider sellers request to modification of, or exception to, only if such request is made in writing, prior to the acceptance of the order (ref acceptance clause).  Supplier shall notify AAI of any changes to the product or the process definition.


Cancellation

If this order is not delivered by the due date on the face of the AAI purchase order, AAI reserves the right to cancel the order without notice and at no cost to AAI.


Pricing

Price as stated on this order covers all goods and services to be provided by the seller as specified in the order. These prices also cover all charges for packaging, containers and transportation, unless specifically depicted otherwise on the face of the order.


Shipment

Shipment of the goods and services under this order shall be F.O.B. as set forth on the face of this order. Seller shall follow buyer’s instructions regarding method of shipment, except where buyer has so stated on the face of the order.


Delivery Schedule

Schedule for delivery will be the responsibility of the seller. The seller shall not be held liable for damages in respect to delivery delay due to causes beyond sellers reasonable control. However, if the seller does not meet the delivery date as directed on the face of the order, the buyer may approve a revised delivery schedule, or terminate the order without liability for such termination.


Packaging and Protection

Packaging and Protection of the product shipped shall be in accordance with the AAI PO or best commercial practice to protect the product from damage and/or deterioration.


Foreign Object Damage Protection Policy (FOD)

Supplier must maintain a Foreign Object Damage Protection Policy (FOD).


Export Compliance

Suppliers must comply with all applicable laws and regulations regarding export- controlled items, including but not limited to:

  1. Export Administration Regulations      (EAR), 15 CFR 730-774
  2. International Traffic in Arms      Regulations (ITAR), 22 CFR 120-130
  3. Arms Export Control Act, 22 USC      2751-2794

If the Supplier engages in the U.S. in the business of manufacturing or exporting of defense articles or furnishing defense services, the Supplier is hereby acknowledging that it is registered with the U.S. Department of State Directorate of Defense Trade Controls, as required under ITAR 122.1, and that it fully understands and complies to the rules and regulations of EAR and ITAR. Supplier will provide AAI with applicable export control classifications (ECCN or USML# and Schedule B#) for the products supplied and agrees to notify AAI if any product within this P.O. is restricted by export control laws or regulations. Supplier will immediately notify AAI if Supplier is or becomes listed in any Excluded, Debarred, or Denied Parties List or if Supplier’s export privileges are denied, suspended or revoked in any capacity by any U.S. Government Agency.


Quality Assurance 

The supplier shall comply with the AAI Quality System requirements as specified by the AAI supplier survey or purchase order. Supplier agrees to implement and maintain the Quality or Inspection System during the performance of this contract. An authorized Certificate of Conformance is required with each shipment. Process suppliers shall furnish a complete Certificate of Conformance with each shipment indicating the PO number, specification number and revision, name of supplier and quantities accepted and rejected. Material suppliers shall furnish chemical/physical test reports with each shipment identifying the applicable specification and revision, actual chemical composition and physical properties, melt, heat, batch, or lot numbers. Additional AAI Quality Requirements (AAI Quality Terms and Conditions clauses) apply when referenced by PO. The supplier is not authorized to perform Material Review action of non-conforming material. Note: this clause does not apply to contracts for AAI non-deliverable goods and services. Record retention is 10 years unless specified otherwise on the purchase order.


Hazardous Material

The seller agrees to furnish the applicable Material Safety Data Sheets (MSDS) with each shipment, for products designated by industry, state or federal agencies as hazardous material.


Compliance with Laws

Suppliers must comply with State and Federal Equal Opportunity Employment, Affirmative Action, Employment Compliance / Reporting and Regulatory Requirements. Upon request a certificate attesting to such compliance may be required.


Ethics & Confidentiality

AAI’s expectation is that Supplier will conduct its business fairly, impartially and in an ethical and proper manner. The Supplier agrees that all documents and information obtained from AAI and all AAI’ s customer and project related information shall be treated with strict confidentiality and that any such information will not be disclosed nor made available to any third party without a prior written consent from AAI.

This obligation also covers all documents or information created in fulfillment of any orders under the agreement.

This obligation shall continue subsequent to termination of this framework agreement. The Supplier shall take efficient measures to avoid any loss of data due to hardware failure or other events of any climatic, mechanic, electric or human origin, and protect their computers with state of the art anti-virus software.


Tooling

Tooling furnished by AAI shall be maintained indoors. The seller is responsible to ensure adequate care is utilized within their facility, to maintain the tooling in good working condition. Any damages to this tooling, while in the care of the seller shall be reported to the AAI buyer in writing. AAI shall disposition damaged tooling prior to further processing by the seller. Seller rework of AAI tooling shall be authorized in writing.


Conformance

All product received is subject to inspection by AAI. The product shall conform to specifications, drawings, and any other descriptions in the purchase order, and product shall be free from defects in material and workmanship.


Non-Conformance

Upon acceptance of an AAI purchase order, the supplier agrees that AAI is entitled to reimbursement of AAI labor and material costs associated with seller responsible non-conformance’s and damages, including corrective action request documentation processing. The supplier shall provide AAI written notification of non-conformance’s and is not authorized, under any circumstance, to perform material review activity without AAI approval. Supplier shall notify AAI of any non-conforming product that affects the customer process or product.

Nonconforming product discovered during AAI’s inspection shall be reported to the Supplier with removal and return disposition (at the expense of the Supplier) being transacted promptly after notification of the nonconformance.


Age Sensitive Material

Certificate of conformance for age sensitive material shall contain the following as a minimum. Date of manufacture, shelf life, expiration date or duration and storage conditions to achieve shelf life if not stated on normal package. Product with less than 75% remaining shelf life is not acceptable DFAR (DFARS 252.225.7009)

When required by contract or PO, raw material or items, which contain specialty metals (defined as certain steel and other alloys, titanium and zirconium) shall be acquired from domestic or qualifying country resources. Additional flow-downs as related to the purchase order requirements, including but not limited to purchasing documents and key characteristics.


Material Substitutions

Material Substitutions are not allowed unless specifically authorized in writing by AAI or our customers engineering department.

Certificate of Conformity

When required by purchase order the supplier shall provide certificate of conformity, test reports, material certs, process certs and/or airworthiness certificate.


Force Majeure

Neither party shall be responsible for any failure to fill an order when due to failure to obtain export licenses/authorization, fires, floods, earthquakes, riots, strikes, freight embargoes, transportation delays, shortage of labor, inability to secure fuel, material, supplies or power or other energy requirements, or on account of shortages thereof, acts of God or of the public enemy, or any existing or future laws or acts of Government (including specifically, but not exclusively, any orders, rules, or regulations issued by any official of any such government) affecting the conduct of either party’s business which, or to any other cause beyond either party’ s reasonable control.