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Terms And Conditions

(REV B)

The Seller, by acceptance of an Order that references these Terms and Conditions, accepts all the terms and conditions hereof. Acceptance of such Order shall take place either by execution and return of the signed copy of such purchase Order or by part performance of such Order. Any modifications, or alterations or additions to the terms and conditions of such Order, to be binding must be in writing, signed by an authorized representative of the Buyer and delivered by the Buyer to the Seller. Any term, Condition, or reservation inconsistent with the terms hereof that may be contained in any printed or standard acknowledgement, invoice form or other document issued by Seller shall be of no effect (Buyer herby objects to any such inconsistent terms, conditions, or reservations and notifies Seller that they are rejected) notwithstanding Buyer’s act of accepting or paying for any shipment or otherwise performing the obligations on its part to be observed or performed hereunder.

 

DEFINITIONS -​

  • Agreement - refers to Purchase Order and Vice Versa

  • Axiom - Axiom Engineering and any of its Affiliates  (as stated on the face of this order), and the company that is executing this agreement. 

  • Axiom On-dock Date - listed on Axiom's POs is the date required to land/arrive at Axiom’s dock.

  • Goods - refers to the items and related documentation referenced on the face of this Purchase Order and shall include any incidental services performed by Seller under this Agreement.

  • Seller - the person, firm or corporation to which this Purchase Order is addressed.
     

PACKING AND SHIPPING – No charges will be allowed for packing or crating unless stated in the order.  Each container must be marked to show order number, and a packing list with the order number must be included in each package or single unit.

 

SHIPMENT – Seller shall not ship in advance of schedule except as otherwise specified or consented to by Buyer.  Seller shall not be liable for delay in shipment due to causes beyond Seller’s control and without Seller’s fault or negligence, provided Seller exercises due diligence in promptly notifying Buyer of conditions which will result in delay.  Buyer reserves the right to cancel this order, or any part thereof, if Seller does not make deliveries as specified in this order.  Stating that, time shall be of the essence on all orders. The goods must be delivered strictly in accordance with the quantities, specifications and delivery schedule specified.

 

INVOICES – Payment of Seller’s invoice is subject to adjustment for any shortage or for rejection.  Individual invoices must be issued for each shipment applying against this order and other changes must be shown separately.

 

CHANGES –Buyer shall have the right to modify specifications relating to this order.  Upon such change, proper adjustment in the price and in the shipping, schedule shall be made.

 

ASSIGNMENTS – No assignment of this order, of any money due or to become due there under, shall be binding upon Buyer until Buyer’s written consent is obtained.

 

PUBLIC LIABILITY INSURANCE – Seller shall hold buyer and its customer harmless from all injuries, damages and claims arising from performance of work or services covered by this order.  Seller shall maintain such insurance as will protect the Seller, the Buyer and his customer from claims under Workmen’s Compensation Acts and from any other claims for damages, personal injury or death to employees of the Seller, the Buyer or his Customer or any other persons which may arise from performance of work or services covered by this order whether performed by the Seller, his sub-contractor, or anyone directly or indirectly employed by either of them.

 

WARRANTIES – Seller warrants that all materials delivered hereunder shall be free from defects of material or workmanship, and that all parts conform to specifications and / or drawings.  The warranties of the Seller together with the service warranties and guarantees, if any, shall run to the Buyer and its customers.

 

PATENT PROTECTION – In regard to articles which are not a design originated by manufacturer, Seller agrees it will save and hold harmless Buyer and its agents or customers from any loss, damage or liability which may be incurred due to infringement of United States patent rights.  Seller shall, at its own expense, define any action, suit or claim in which such infringement is alleged with respect to the sale or use of the articles or materials delivered hereunder.

 

DISCRIMINATION – In performance of work under a Government contract, Seller shall not discriminate based on race, religion, color, national origin, age, sex, handicap, veteran or disabled veterans.

 

COMPLIANCE WITH LAWS – Seller warrants that in performance of all work under this Purchase Order Seller and its consultants and subcontractors have complied with or will comply with all applicable federal, state, local and foreign laws and ordinances, as amended, including, but not limited to all export laws, restrictions and regulations of the Department of Commerce, Department of State or other United States or foreign agency or authority governing the export of goods and services, the Occupational Safety and Health Act of 1970 (29 U.S.C. Sections 651, 678), the Fair Labor Standards Act of 1938, (29 U.S.C. Sections 201-219), the Work Hours and Safety Act of 1962 (40 U.S.C. Sections 327, 333), the Equal Employment Opportunity Act  (42 U.S.C. Sections 2000e, et seq.) and Equal Employment Opportunity Clause prescribed by Executive Order 11246 dated September 24, 1965, as well as any other regulations promulgated under such Act and Executive Order. Seller warrants that in performance of work under this Purchase Order, Seller and its consultants and subcontractors have complied with all laws, regulations, statutes and ordinances of all governmental entities including local, state, federal and foreign, now or hereafter enacted or amended, which regulate any material because it is radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment including, but not limited to, the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. Sections 9601,9615, 9631-9633, 9641, 9651 9657), the Resource Conservation Recovery Act of 1976, the Federal Water Pollution Control Act (33 U.S.C. Sections 1251, et seq.), the Clean Air Act (42 U.S.C. Sections 7401, et seq.), the Montreal Protocol on Substances that Deplete the Ozone Layer (42 U.S.C. Sections 7671, 7642), the Toxic Substances Control Act (15 U.S.C. Sections 2601, et seq.) and similar laws, rules, statutes, treaties or orders and international understandings. 

 

Seller further agrees to comply with all applicable laws regarding requirements for small business and small disadvantaged business and women-owned small business concerns including, if appropriate, FAR 52.219-1 (MAY 1999), 52.219-2 (OCT. 1995), 52.219-8 (OCT. 1999) and 52.219-9 (OCT. 1999). Upon request, Seller agrees to issue certificates certifying compliance with any laws or regulations as may be applicable to the material, products or services furnished hereunder. Any clause required by any law, ordinance, rule, or regulation to be included in a contract of the type evidenced by this Purchase Order shall be deemed to be incorporated herein.

 

Seller shall also provide all reasonable assistance to Buyer as may be requested by Buyer to ensure Buyer’s compliance with all laws and regulatory reporting requirements. This includes but is not limited to compliance with U.S. and international export/import control laws and licensing requirements, FAA regulations and conflict mineral reporting requirements.

 

Anti-Trafficking in Persons - Seller is prohibited from engaging in activities that support or promote trafficking in persons, including, but not limited to, any of the following:

 

1. Trafficking in persons, including, but not limited to the following:

  • sex trafficking; or

  • the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services through the   use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, debt bondage, or slavery.

2. The procurement of a commercial sex act;

3. The use of forced labor in the performance of company business;

4. The use of misleading or fraudulent recruitment activities;

5. Charging employees' recruitment fees;

6. Failing to pay for the return transportation at the end of employment for an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working;

7. Providing or arranging housing that fails to meet the host country housing and safety standards; or

8. If required, failing to provide an employment contract, recruitment agreement, or similar work document in writing, in the individual’s native language and prior to the individual departing from his or her country of origin.

 

Seller represents and warrants that it shall abide by and comply with the requirements of this clause. Further, Seller shall require its

employees, agents, contract laborers and subcontractors to abide by and comply with the requirements of this clause.

 

Buyer or its authorized representatives may, at any time, audit all pertinent books, records, work sites, offices, and documentation of Seller in order to verify compliance with this clause. Seller agrees to cooperate with and provide Buyer with any information reasonably requested in support of Buyer’s due diligence or other efforts and in order to verify compliance with this clause. Seller will, in all of its lower-tier subcontracts and contracts relating to this or any other Buyer Order with Seller, include provisions which secure for Buyer all of the rights and protections provided for within this clause.

 

Seller acknowledges that if Seller or any of its employees, agents, contract laborers or subcontractors engages in any of the prohibited activities in this clause, this Order is subject to termination.

 

Whenever Seller has knowledge, whether substantiated or not, that any actual or suspected violation of this clause has occurred, Seller shall immediately give written notice to Buyer and provide all relevant information including, but not limited to, the nature of the actual or suspected violation.

 

Seller shall provide its full cooperation during any subsequent investigation of the actual or suspected violation by Buyer, Buyer’s

representative, or cognizant government agency. Seller’s cooperation shall include, but not be limited to, permitting inspection of its work sites, offices, and documentation, as necessary to support any investigation.

 

Seller agrees to insert the substance of this clause, including this sentence, in any lower–tier subcontract.

 

Ethics – Supplier shall comply with the Aerospace Industries Association of America (AIA) Global Principles of Ethics in the Aerospace & Defense Industry, available for review here: http://asd-europe.org/business-ethics

 

REMEDIES - The remedies herein provided shall be cumulative and in addition to any other remedies provided in law or equity.  No waiver of a breach of any provision of this order shall constitute a waiver of any other breach.

 

The seller shall be responsible for the conformity of all products purchased from its suppliers, including product from sources defined by the customer. Seller shall notify Axiom immediately of unexpected anomalies, nonconformances, changes in product and/or process, changes of suppliers, and/or changes of manufacturing facility location. Axiom reserves the right to approve such changes or incidents before work is allowed. Suppliers shall ensure their persons are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.

 

QUALITY SYSTEM – Seller shall maintain a quality system that is compliant to ISO9001 / AS9100 / AS9120.

 

CALIBRATION – Seller shall ensure all tools used for product acceptance are calibrated in accordance with accepted international or national standards. Suppliers performing calibration processes on Axiom tools or tools used on Axiom product Items for calibration shall be traceable to international or national standards.

 

PRODUCT FLOW DOWN – The Seller shall flow all applicable purchase requirements including customer requirements to sub-tier suppliers. Proper documentation shall be accessible to the Buyer.

 

CUSTOMER APPROVED PROCESSES – Seller shall use only end item customer approved processing sources.

 

DOCUMENTATION – All documentation supplied by Buyer will be destroyed upon completion of the contract. Buyer will not maintain records or documents issued to seller.

 

COUNTERFEIT PART PREVENTION – Seller shall not furnish suspect counterfeit or counterfeit parts to Buyer under this Order. All material delivered under this Order shall be authentic and traceable to the original manufacturer. Seller shall provide authenticity and traceability records to Buyer upon request. Seller shall immediately notify Buyer if Seller cannot provide electronic parts, components, and/or assemblies traceable to the original component manufacturer or the original equipment manufacturer. Upon receipt of such notification, Buyer reserves the right to terminate this Order at no cost to Buyer or require specific material validation test and inspection protocol requirements to Seller.

 

If suspect counterfeit or counterfeit parts are furnished under this Order and are found in any of the Products delivered hereunder, such items will be impounded by Buyer. Seller shall promptly replace such suspect/counterfeit parts with parts acceptable to the Buyer. Seller shall be liable for all costs relating to the removal and replacement of said parts, including without limitation Buyer's external and internal costs of removing such suspect/counterfeit parts, of reinserting replacement parts and of any testing or validation necessitated by the reinstallation of Seller's Products after suspect/counterfeit parts have been exchanged. Buyer’s remedies described herein shall not be limited by any other clause agreed upon between Buyer and Seller in this Order and are in addition to any remedies Buyer may have at law, equity or otherwise under this Order. At Buyer's request, Seller shall return any removed suspect counterfeit or counterfeit parts to Buyer in order that Buyer may turn such parts over to its customer for further investigation. For purposes of this clause, Seller agrees that any U.S.G. directive/information or GIDEP alert, indicating that such parts are suspect counterfeit or counterfeit, shall be deemed definitive evidence that Seller's Products contain suspect counterfeit or counterfeit parts.

 

Seller agrees to insert the substance of this clause, including this sentence, in any lower tier subcontract.

 

FOREIGN OBJECT DEBRIS/DAMAGE - Supplier shall develop and maintain a Foreign Object Debris/Damage (FOD) Prevention Program to prevent introduction of foreign objects into any item delivered under this purchase order.

 

CONFLICT MATERIALS - If Seller is providing Products to Buyer under this Order, Seller shall use commercially reasonable efforts to:

 

  • identify whether such Products contain tin, tantalum, gold or tungsten;

  • determine whether any such minerals originated in covered countries, as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”);

  • perform appropriate due diligence on its supply chain in support of Buyer’s obligations under the Act.

 

In addition, Seller shall, when requested by buyer provide a completed Conflict Minerals Reporting Template, using the form found at http://www.conflictfreesourcing.org/conflict-minerals-reporting-template/. If requested, Seller will promptly provide information or representations that Buyer reasonably believes are required to meet Buyer’s conflict minerals compliance obligations.

 

TRAINING - All work must be performed by qualified personnel. Records showing evidence of qualifications must be maintained.

 

DIGITAL PRODUCT DEFINITION (DPD) / MODEL BASED DEFINITION (MBD) - If Axiom supplies 3D models for production use, the supplier shall have DPD controls in place.  The controls should be similar to the requirements described in Spirit Aerospace’s DPD Program.  Please contact us if you have any questions.

 

ITAR - All ITAR controlled parts leaving Axiom Engineering’s facility will be noted as ITAR controlled parts on the purchase orders and must be controlled under ITAR Regulations.  All purchase orders placed with a supplier will be required to comply with Axiom’s Terms and Conditions and those of Axiom’s customer.

 

INSPECTION AND REJECTION - All articles are subject to inspection by Buyer or its agent at destination.  No payment will be made to Seller in respect of any Goods that are rejected on such inspection. Buyer reserves the right to retain any portion of any shipment not strictly in accordance with specification and in such case will pay to Seller a reasonable price therefore, but such retention shall not preclude Buyer from rejections of the remainder of any or other shipments. Rejected Goods will be held for Seller’s instructions and at its risk and expense. If instructions are not received within fifteen (15) days after notice of rejection, Goods will be returned at Seller’s expense. No Goods returned as defective shall be replaced without Buyer’s written permission. Where re-work is required to meet specification requirements, such re-work shall be arranged for by Seller at no cost to Buyer. Payment for Goods shall not constitute acceptance thereof by Buyer nor shall Buyer’s inspection or omission to inspect relieve Seller of its obligation to furnish all Goods in strict accordance with all terms and provisions of any Order. Final inspection authority is not delegated unless specifically authorized by Axiom.

 

NONCONFORMING PRODUCT – The seller shall notify Axiom of nonconforming product and obtain Axiom approval for nonconforming product disposition prior to shipment. If buyer allows for nonconforming product to be shipped to Axiom, the seller shall identify the product as nonconforming (segregated from conforming product) along with the nonconformance description. Description of nonconformance shall include:

 

  • Where the nonconforming feature is defined (e.g. Ref. Dwg. XXXXX Rev. XX Zone XXX, Ref. Model XXXXX Rev. XX)

  • Description of what the feature should be along with tolerance requirements (what it should be).

  • Description of the feature condition (what it checks).

 

CORRECTIVE ACTION REQUEST(S) - Supplier acknowledges it shall apply suitable corrective action when presented with Axiom complaints or nonconformance reports.

 

REVISION STATUS OF SPECIFICATIONS – Seller shall perform in accordance with the latest applicable revision level of all specifications used in the execution of this purchase order (including raw material), unless otherwise stated. As stated below the Certificate of Conformance shall indicate what revision level the goods were manufactured or processed in accordance with. If latest revision specifications are needed, please contact Axiom buyer.

 

FIRST ARTICLE REQUIREMENT – When the purchase order specifies a first article requirement the seller shall perform a first article in accordance with AS9102 requirements and include the FAI report with shipping documentation. When the purchase order does not specify a first article the seller shall perform first article inspection in accordance with AS9102 however the report does not need to be included with the shipping documentation.

 

The following supporting documentation is required in addition to any customer specified requirements:

 

  • Purchase Order

  • Bill of Material (additional examples include PL and PSDL)

  • Bubbled Engineering Media (Bubble Drawing/Screen shot etc. per 9102)

  • Material Certifications from the original manufacturer (including standards, sealants, paints, metals, plastics, and prepregs, etc.)

 

NOTE: If using a distributor, full certification trail shall be included back to the original processor and/or manufacturer of material. CofC’s must reference traceability number (e.g., raw material test report number, compliance report number, CofC) as assigned by the original manufacture.

 

  • Service Procurement CofC (to include lot/batch traceability)

  • Acceptance Test Reports

  • Service Procured Non-destructive Inspections (NDI) reports

  • Production Planning/Shop Traveler

  • Contractual Amendments

  • Supporting Inspection Documentation (examples include CMM, Faro Arm, PCM, or Mylar) with mapping

  • Copy of Nonconformance (must have engineering disposition and Quality Assurance (QA) approval)

 

For assembly FAIs: detailed FAI reports must be made available upon request in accordance with Purchase Order requirements.

 

  • Documentation supporting additional changes (as applicable to Form 1 Field 8)

  • FPQ Decision sheet or Como if BOM calls out FPQ requirements.

 

Delta FAIs shall have applicable supporting documentation as necessary.

 

SAMPLING INSPECTION - Sampling inspection shall not be performed without prior written approval from Buyer and our Customer. Seller shall provide the Buyer with the sellers sampling plan for approval prior to implementation on Axiom purchase orders.

 

CERTIFICATE OF CONFORMANCE – All applicable certificates of conformance shall be sent with each shipment. Seller shall provide Buyer with a Certificate of Conformance (C of C)    for Goods identified on the shipping document. If Seller is not manufacturer, a manufacturer’s C of C shall also be included in addition to the Seller’s C of C.

 

Seller’s C of C shall include Seller’s name and address and reference to Buyer’s purchase order number and line item number. Manufacturer’s C of C shall include manufacturer’s name and address. The following shall be included on C of C and / or shipping document with each shipment:

 

  • Signed or stamped and dated statement attesting that Goods provided under this

                contract conform with all contract requirements

  • Part number and dash number (as applicable) for each item

  • Revision level / version (as applicable) to which the Goods were manufactured and / or processed.

  • Trace information, as applicable, representative of each item - to include the lot

                trace (e.g., date, batch, heat) or the individual item trace (e.g. serial number)

  • When multiple item manufacturers and / or multiple lots are included in one

                shipment, Seller shall separate and identify respective manufacturer’s lots, and

                indicate each lot quantity.

  • Raw material test reports must be provided as evidence of conformity to PO requirements.

 

Note: Seller’s C of C information may be included as part of Seller’s established shipping

document.

 

DISCLOSURE – The supplier must promptly notify Axiom, in writing, when a product or article has been released from the supplier and subsequently found not to conform to Axiom product specific requirements (Purchase order requirements).

 

The company letterhead is to be used and a management representative must sign the notification. The supplier shall submit the notification to the buyer.

 

The letter should be addressed to the Quality Manager, Axiom Engineering

The notification must include the information below as a minimum and Axiom reserves the right to request additional information as deemed necessary by Axiom:

 

  • Clear description of the nonconformity (Including what it should be)

  • Affected part number(s) along with traceability number (serial number, batch number, heat lot, mfg date, test reports, etc.)

  • Delivered quantity, reference PO number, and shipping date.

  • Short term corrective action (containment plan) including replacement parts availability (schedules) and recovery plan.

  • Inspection procedure, test data sheets along with acceptance criteria, as required.

  • Potential impact on aircraft safety, if known.

  • Root cause analysis.

  • Corrective action implementation (effectivity).

  • Long term corrective action.

 

RECORD RETENTION – Seller shall maintain on file all quality data / records such as certificates of material and / or processes, acceptance test reports, inspection records, and other applicable quality control data, for a minimum of 10 years from completion of purchase order.

 

TOOLING & RESPONSIBILITY FOR PROPERTY – Seller assumes the risk and shall be responsible for any loss to tooling or other property in which title remains in Buyer or Buyers customer.  When the tooling is no longer required, Seller shall return it to Buyer in the condition in which the property that was received with the following exceptions:  1) reasonable wear and tear, 2) if such property has been incorporated in items furnished Buyer pursuant to this order, or 3) property that has been consumed in normal performance of work under this order.  Seller shall not, without Buyer’s written consent, use such tools in the manufacture of any articles for any party other than the Buyer.

 

RIGHT OF ACCESS – The end customer, regulatory authorities and / or the Buyer shall have the right to enter the premises of the Seller involved in the order and to all applicable records. This includes all levels of the supply chain, including Seller sub-tier suppliers. The Seller shall notify Buyer of any major design change in components affecting form, fit, or function.  Seller may be subject to source inspection by Buyer.

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CUSTOMER SPECIFIC REQUIREMENTS:

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BOEING - Suppliers who provide product and / or service for Boeing part(s) shall be compliant with Axiom purchase order terms and conditions. Suppliers are also required to be compliant with Boeing supplier requirements.

 

Suppliers must use Boeing approved special processors for processes listed in the latest revision of Boeing document D1-4426. The supplier is responsible for verifying the potential processor is Boeing approved for all processes to be performed. This document can be viewed at http://www.boeingsuppliers.com/d14426/index.html.

 

Material to be used on Boeing product must be procured through TMX (either purchased direct or through Axiom). This includes all aluminum and titanium. This is a Boeing Commercial Aircraft requirement.

 

The INCOTERMS™ 2000 for all orders from Buyer will be Free on Board (FOB) if by ocean and Delivery Duty Unpaid (DDU); otherwise, Boeing will pay for freight per Boeing’s standard routing instructions. When Buyer’s order requests delivery outside the United States of America, the Import of Record will be the Buyer placing the order.  Title and risk of loss shall pass at place of shipment (i.e. for orders shipped directly from a mill, title and risk of loss shall pass when Boeing, or its designee, assume control of the Material; for orders shipped from Boeing, or Boeing’s service provide, title and risk of loss shall pass at Boeing, or Boeing’s service provider’s, shipping dock and Buyer will maintain adequate insurance to cover shipments at the time title and risk of loss transfer to Buyer).

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