CONDITIONS OF PURCHASE
GENERAL CONDITIONS OF PURCHASE, COMPONENT COATING AND REPAIR SERVICES LTD.
Unless otherwise agreed in writing these General Conditions together with the terms and special conditions on Purchase Order (“Order Conditions”) represent the only conditions upon which Component Coating and Repair Services Ltd. (“CCRS”) is prepared to procure the goods specified on Purchase Order (“Goods”) and/or the services specified on Purchase Order (“Work”) from the person to whom this order is addressed (“Supplier”). Supplier accepts this order by acknowledging receipt or beginning performance. CCRS does not accept any other terms that Supplier may specify.
- Conformity with Order
Goods and work shall be supplied strictly in accordance with Order Conditions. Without prejudice to the generality of the foregoing Supplier shall not vary the quantities specified in this order nor depart from the drawings and/or specifications identified by Order Conditions without the prior written authorization of CCRS.
- Delivery and Passing of Title
- Supplier will only be excused delay in delivery or performance if it can show to the reasonable satisfaction of CCS that such delay has been caused by circumstances outside its control and subject to Supplier having notified CCRS in writing on becoming aware of such circumstances. CCRS may terminate this order in whole or in part, without incurring any liability to Supplier if such delay becomes significant.
- Title to Goods and risk of loss of or damage to Goods shall pass to CCRS when delivered at the destination specified in this order.
- The representatives of CCRS shall have the right to visit Suppliers premises at all reasonable times to examine Goods and to monitor the progress of Work.
- Upon request Supplier shall provide CCRS information relating to progress in accomplishing the order in a form and at a frequency acceptable to CCRS.
- If Goods or Work on delivery do not conform with any Order Condition CCS may reject Goods or Work and Supplier shall forthwith rectify any defects at Supplier’s expense, such rectification to be accomplished at CCRS premises, if required by CCRS.
- Price and Payment
- The price specified in this order shall remain fixed. Invoices shall be posted to the Accounts Department of CCRS at the address indicated on Purchase Order on the day on which Goods are dispatched or Work completed. Payment of Suppliers Invoice will be posted to Supplier by CCRS on the last working day of the month following the month in which the relevant Goods have been delivered or Work completed, provided that such Goods or Work have been supplied in accordance with Condition 1 and the invoice is correct and was received by the Accounts Department within 7 days of dispatch of Goods or completion of Work.
- Without prejudice to its other rights CCRS reserves the right to deduct from any payments due to Supplier under this order the amount of any bona-fide contra accounts and/or other claims which CCRS may have against Supplier in connection with this order or any other contract.
- Proprietary Rights Liability
If any allegation should be made or any claims asserted against CCS that any act done by CCRS in relation to:
- Goods or
- any articles or material on which Work has been carried out constitutes a violation or infringement of any patent, copyright, registered design or other protected proprietary rights held by a third party, Supplier will indemnify CCRS against and save it harmless from any loss or damage of any nature of kind (including without limitation all costs and expenses) arising directly or indirectly out of such allegation or claim provided always that this indemnity shall be of no effect if the allegation or claim is the direct result of Supplier following a design or process originated and furnished by CCRS.
Neither this order nor any part thereof may be sub-contracted without the prior written consent of CCRS.
- CCRS Property
Any articles, other than material as mentioned in Condition 11, of which CCRS has paid the full cost or which may be loaned or supplied to Supplier for the execution of this order shall be at Suppliers risk in respect of loss or damage until returned to CCRS. Unless otherwise instructed by CCRS such items shall be retained by Supplier in good condition after completion of this order and shall not be disposed of except in accordance with CCRS written instructions nor shall such items be used otherwise than for the purpose of this order without prior written consent of CCRS. Supplier shall ensure that such items are at all times identified as “The property of Component Coating and Repair Services Ltd.” do not become the subject of any lien tax duty or encumbrance and are delivered to CCRS upon request.
- Supply of Personnel
Any personnel provided by Supplier for the purpose of carrying out Work shall at all times be deemed to be in the employment of the Supplier. Supplier shall ensure that any such personnel shall whilst on CCRS premises comply with CCRS “Health and Safety Policy” copies of which are available on request.
- Proprietary Information
All information which CCRS has divulged or may divulge to Supplier and any information relating to CCRS business or products which may have come or may come into the possession of Supplier in the course of carrying out this order shall be treated by Supplier in confidence and shall not without the prior written consent of CCRS be disclosed to any third parties nor be used or copied for any purposes other than for the execution of this order. The provisions of this Condition do not apply to information which is or comes into the public domain otherwise than through a breach of this Condition. Upon request by CCRS the Supplier shall return all drawings or other written material issued to Supplier pursuant to this order.
Supplier shall not refer to CCRS name trademarks or products in connection with any publicity without the prior written permission of CCRS.
- Termination of Order
Without prejudice to any rights already accrued or accruing to CCS, CCS shall have the right to terminate this order in whole or in part at any time by giving Supplier notice in writing whereupon all work on this order shall be discontinued. CCRS shall pay a fair and reasonable price of justified work in progress at the time of termination and Supplier shall afford CCS every assistance to ascertain the extent of such work in progress. Payment of such price shall constitute full and final satisfaction of any claims arising out of such termination and upon such payment Supplier shall deliver to CCRS all work completed or in progress but if CCRS terminates after Supplier has entered into liquidation or suffered a receiver of the whole or part of its assets to be appointed then delivery of such work shall be made when CCRS so requests. The amount payable to Supplier under this Condition 10 shall not in any event exceed the total amount that would have been payable to Supplier had this order not been terminated. In the event of termination Supplier shall submit a claim within 2 months of such termination after which time claims will only be met in exceptional circumstances.
All free of charge material supplied by CCRS for the execution of this order shall be at suppliers risk in respect of loss or damage whilst in the possession of Supplier and must at all times be readily identifiable as being the property of CCRS be accounted for upon request and unless CCRS otherwise directs, must be returned to CCRS only as:
- conforming parts;
- non-conforming parts submitted for consideration;
- scrap through material faults;
- scrap due to machining or manipulation; or
- unused or work in progress following termination under Condition 10 hereof.
Supplier shall if CCRS so directs make available for CCRS disposal scrap and machining swarf. Without prejudice to any rights already accrued or accruing to CCRS Supplier shall promptly upon request from CCS pay the full cost of replacing:
- Any material not so accounted for
- Any scrap not supported by documentation, and
- Any scrap due to faulty machining or manipulation which is in excess of the percentage of machining scrap allowed by CCS and notified to Supplier.
- Supply of Data and Drawings
If manufacturing data and drawings relating to the subject of this order are required for any purposes of CCRS or its licensees Supplier will on request supply the same on being reimbursed its reasonable expenses for copying.
This order shall be subject to and interpreted in accordance with the laws of England.
- Quality Control Requirements
Supplier shall satisfy the requirements of CCRS Quality Assurance Department.
Goods and Work shall be inspected and released by Supplier in accordance with one or more of the following requirements as directed on Purchase Order:
- Suppliers own inspection organization as authorized by Civil Aviation Authority. (EASA 145 or British Civil Airworthiness Requirements)
- Suppliers own certification in accordance BS EN ISO 9000 series.
- Suppliers own inspection organization as authorized by RR under the terms of “RR9000 SABRe”
- The inspection requirements quoted on Purchase Order. If there is no direction on Purchase Order this condition shall not apply.
- Development Work
If any Work or the production of any Goods involves research or development which is wholly or partly funded by CCRS then all rights in the results thereof will vest in CCRS
Failure by CCRS at any time to enforce any Order Condition shall not be construed as waiver by CCRS of such Order Condition or in any way affect the validity of Order Conditions.
- Conflict Minerals Compliance
Supplier agrees that it will (1) provide CCRS with the information CCRS in its sole discretion deems necessary to comply with the requirements of Section 1502 (“the Provision”) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”) (Pub. L. 111-203, 124 Stat. 1376 (July 21, 2010)) relating to disclosure and reporting obligations concerning the use of “conflict minerals” during each calendar year on or before February 1st of the next year and (2) undertake due diligence on its supply chain and any other measures as necessary to obtain the information necessary for CCRS to comply with such requirements.
- In the event of any conflict between the provisions of Order Conditions other than Condition 14 the latter shall prevail.
- In the event of any conflict between the provisions of these General Conditions and any terms or special conditions appearing or referred to on Purchase Order the latter shall prevail.
PURCHASING TERMS & CONDITIONS
SPECIFICALLY RELATED TO AS9100
- Suppliers shall inform COMPONENT COATING AND REPAIR SERVICES LTD of any occurrences of nonconforming product during process operations. (AS 9100 Ref. 7.4.2 g)
- If it is suspected that the nonconforming products have been supplied to Component Coating and Repair Services Ltd., the batch / Serial number, dates, quantities will also be required.
- As part of the corrective action process, details of the containment action, root cause(s) and long term preventive action will also be required. (AS9100 Ref. 8.5.2.g & h)
- Where relevant, a Concession / Deviation will be required prior to the supply of any nonconforming products. (AS 9100 Ref. 8.3)
- Notification (and where relevant approved by Component Coating and Repair Services Ltd.) will be required for any changes in product and / or process definition. (AS 9100 Ref. 7.4.2 h.)
- Provision must be made by the Supplier for ‘right of access’ for Component Coating and Repair Services Ltd., our Customers and / or Regulatory Authorities relevant to the contract (AS 9100 Ref.7.4.2. I)
- Records related to the manufacture and / or process operations, including inspection and testing are to be retained by the supplier and made available on request for verification by Component Coating and Repair Services Ltd, our Customers and / or Regulatory Authorities. (AS9100 Ref 7.4.2.l and 4.2.4)
- Records shall be retained by the Supplier until authority to destroy has been given by Component Coating and Repair Services Ltd., our Customers and / or Regulatory Authorities (AS 9100 Ref 4.2.4)
- Where the Supplier is ‘Sub Contracting’ a process operation(s), the flow down of the requirements, including key characteristics, must be documented. (AS 9100 Ref 7.4.2 j.)