Supplier Terms and Conditions
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L.K. Precision II, Inc. Terms and Conditions
Issue Date: 08/10/2022 Revision 8
1. Complete Agreement/Additional Terms:
The terms, conditions, and provisions of this Agreement
together with the descriptions, specifications, drawing, schedules,
exhibits and attachments or riders annexed hereto and by this reference
made a part of this Agreement (collectively “Attachments”) constitute
the entire Agreement between the partiers hereto and shall supersede all
previous communications, representations, or agreements, either verbal
or written between the parties with respect to the subject matter of
this Agreement. There are no terms, agreements or understandings
between the parties that are not expressly set forth herein.
Buyer’s offer to purchase is conditioned upon Seller’s acceptance of all
the terms and conditions set forth in this Agreement without alternation
of any kind whatsoever.
2. Warranties:
Seller warrants that all goods are new (unless otherwise specified) and
warrants, whether new or used, that the goods supplied under this
Agreement are fit and sufficient for the purpose intended, are
merchantable, of good quality and free from defects, whether patent or
latent in material, workmanship and design and that the goods conform to
the specifications and requirements of this Agreement, including, but
not limited to those set forth in the Attachments. Seller hereby
warrants that it has good, marketable title to the goods or right to
perform the services supplied and that they are free and clear from all
liens and encumbrances of any nature whatsoever, and the Seller shall
warrant and defend such title forever against all claims and demands.
Seller further warrants that it has complied with all applicable laws,
regulations, standards, procedures and general requirements.
Seller warrants to Buyer that it will promptly repair or replace
non-conforming goods or re-perform such services including reimbursement
to Buyer or removal/installation costs and transportation charges.
All repairs, modifications, corrections and/or replacements shall be
made by Seller unless Buyer and Seller agree that Buyer shall make such
repairs, modifications, corrections and/or replacements. All
repairs and corrections performed by Buyer shall be at Seller’s expense,
including all material and direct labor costs. Seller shall
maintain a documented control system to assure special processes are
performed in adequate facilities by qualified personnel and that full
compliance with the requirements for governing specifications is
achieved. This system shall provide for definitive, written
procedures for the accomplishment of special processes which shall be
available in areas of performance. As applicable, Seller shall
provide adequate training and certification of personnel and equipment
for the performance of special processes. Seller shall impose
these requirements on all suppliers performing special processes on
deliverable articles.
3. Time of the essence:
Seller and Buyer acknowledge that time is of the essence in performance
of their obligations under the terms of this Agreement.
4. Confidentiality:
Seller shall not (a) disclose any information concerning the subject matter of
this Agreement to any third party except as agreed to in writing in
advance, and/or (b) disclose any information which Buyer considers
private, proprietary, competition-sensitive or confidential and/or (c)
advertise or publish the fact that Seller has furnished or contracted to
furnish to Buyer the goods or services herein mentioned, without first
obtaining the written consent of Buyer.
5. Intellectual Property:
Seller warrants that the sale or use of the goods covered by this
Agreement does not infringe upon any
6. Law Governing:
This Agreement shall be deemed to have been made in the
7. Indemnity:
Seller shall defend, indemnify and hold harmless Buyer together with its parents,
directors, officers, employees, assignees, agents and shareholders
(herein after collectively called the “Indemnified Parties”), from and
against all claims, demands suits, obligations, liabilities, damages,
losses and judgments, including costs and expenses related thereto
(including but not limited to reasonable attorney’s fees and expenses
and any obligation or liability for loss of use or any other incidental
or consequential damage and all fees and expenses incurred by the
Indemnified Parties in establishing the right to indemnification
hereunder), which may be asserted against, suffered by, charged to or be
result from the Indemnified Parties by reason of Seller’s performance of
this Agreement.
8. Cancellation/Termination:
Buyer reserves the right, in its sole discretion, to terminate
this Agreement or any part hereof, by written notice and to refuse
delivery or, at Seller’s cost, return goods already delivered or to
refuse performance of services (a) at any time prior to acceptance by
Buyer, (b) if shipment is made later than the date specified or note
within reasonable time if no time is otherwise specified.
9. Severability:
If any provision of this Agreement shall be declared illegal, void or otherwise
unenforceable, the remaining provisions shall remain in full force and
effect.
10. Certificate of Conformance:
C of C – Certificate of conformance (Compliance) must be provided for each
shipment and item in a shipment and include a statement that all
applicable specification(s), drawing(s), including reference to
appropriate revision level(s), and purchase order requirements have been
met or exceeded.
11. Inspection and Acceptance:
The specific quantities of goods or services ordered must be performed
or delivered in full in compliance with the itemized delivery schedule
and cannot be changed by Seller without the written consent of Buyer.
All goods, and services, including all material, workmanship and design,
must be subject to inspection, test and acceptance by Buyer within a
reasonable time after delivery to Buyer. Buyer reserves the right
to reject any goods or services damaged or defective in material
workmanship or design. Rejected goods must be removed at the
expense of Seller, including transportation both ways and other related
costs, promptly after notification of rejection and Seller must bear all
risk of loss of or damage to rejected goods. Notwithstanding Buyer’s
right to inspect and test after tender of delivery (except where
specialized inspections or tests are to be performed solely by Buyer),
Seller must perform, prior to delivery, inspections and tests reasonably
required to substantiate that the goods or services conform to the
requirements of this Agreement, including (where applicable) the
technical requirements for the manufacture’s part numbers specified
herein. With respect to latent defects that are not apparent upon
inspection, Buyer shall advise Seller promptly upon discovery. Any
advance payments by Buyer shall not constitute acceptance by Buyer and
shall not be a waiver of Buyer’s right to inspect and reject the goods
or services.
12. Certificate of Conformance:
C of C – Certificate of conformance (Compliance) must be provided for each
shipment and item in a shipment and include a statement that all
applicable specification(s), drawing(s), including reference to
appropriate revision level(s), and purchase order requirements have been
met or exceeded.
13. Article Inspection/Test:
All articles must be inspected and/or tested by Seller, as necessary
to assure full compliance with requirements prior to presentation for
Buyer’s acceptance. The fact that inspections and/or tests may be
performed by Buyer does not relieve Seller of this responsibility.
14. In-Process Inspection and Test:
Seller shall identify inspection and test points throughout the
entire course of fabrication and assembly. Inspection and test
points shall be planned at appropriate stages to verify compliance of
characteristics and parameters that cannot be readily examined after
subsequent assembly.
15. Final Inspection and Test:
Seller shall assure that final inspection and test verified
compliance with all requirements specified by Buyer as well as Seller’s
internal requirements. Documented evidence of acceptance through
prior examinations is acceptable verification.
16. First Article Inspection:
When invoked on a PO, Seller shall perform a First Article Inspection.
17. Records:
Records of inspections, test and other quality control activities shall be retained
for a minimum of 5 years and be filed in a manner that will allow access
within 24 hours.
18. Processing of Non Conformities:
The Seller does not have the authority to perform material review
on any supplies or products that do not conform to contractual
requirements. Nonconforming products or supplies or processes must be
reported to Buyer’s purchasing department. Under no circumstance shall
supplies, products, materials be shipped without prior disposition from
our Quality Department.
19. Sub-Tier Suppliers:
It is the Seller’s responsibility to ensure that all of their
sub-tier suppliers meet all terms and conditions listed within this
Agreement.
20. Changes:
Buyer reserves the right to make changes in drawings, designs, specifications, scope of
work to be performed, time and place of delivery and method of
transportation. If such change is to be made, it will be evidenced in
writing by Buyer.
21. Quality Audits by Buyer:
Seller shall permit Buyer to conduct audits of Seller’s
quality system to evaluate the degree of compliance with ISO 9001 /
AS9100 and/or contractual requirements. Seller shall make
available to Buyer during audits a copy of each specification,
procedure, record or special requirement deemed by Buyer to be necessary
for proper evaluation. Buyer may use one or more requirement
specific assessment checklist during the audits to determine compliance.
22. Inspection by Buyer at Seller’s Facility:
Buyer and Buyer’s customers shall have the right to
visit Seller’s facility to witness and/or perform inspection and tests
on articles related to Buyer’s Purchase Orders (PO) and determine the
acceptability of such articles. This right shall also extend to
Seller’s source of supply.
23. Seller’s inspection and test equipment:
Quality records and necessary personnel shall be made available to Buyer
for use at Seller’s facility to determine conformity of articles to
contractual requirements.
24. By
Seller’s acceptance of this purchase order, Seller acknowledges its
counterfeit risk mitigation obligations as follows: That the goods
to be delivered hereunder shall be and only contain materials directly
from the Original Component Manufacturer (OCM) or the Original Equipment
Manufacturer (OEM), Original Manufacturer (OM) or an authorized
Reseller/Distributor. Not be or contain counterfeit items. Contain only
authentic, Unaltered OM labels and other markings. Further , seller
shall notify buyer in writing immediately in the event that any material
to be delivered cannot be procured IAW this requirement and seller must
obtain buyers written authorization if an alternate source is required
and for any deviation from the counterfeit risk mitigation requirement
applicable to this purchase order. The contents of this paragraph shall
be flowed down to the seller’s suppliers at all tiers.
25. Seller’s inspection and test equipment:
Ensuring you are aware of: your contribution to product or service conformity; your contribution to product safety; the importance of ethical behavior.