(a) As a supplier to PEGASUS MFG INC., it is understood that
your organization agrees to meet the following stipulations which also include
current AS9100 requirements (Ref: AS9100 Sec. 8.4.3,). PEGASUS MFG INC. will
describe the product to be purchased on Purchase Orders.
(b) Supplier shall inspect products prior to shipment to
PEGASUS MFG INC. Supplier is responsible for all tests and inspections of the
product during receiving, manufacture, and supplier’s final inspection.
Supplier agrees to Conduct First Article Inspections AS9102 (where required).
The supplier must perform a First Article Inspection (FAI) when there is any
change to the product or process (where required). These changes may include a
change in manufacturing source(s), process(es), or inspection method(s) that
can potentially affect fit, form, or function (includes sub-tiers and special
processing sources). Any measurement tools used in inspection of product or
calibration/verification of product shall be traceable to NIST standards.
(c) Non-conforming material will not be shipped to PEGASUS
MFG INC. without prior written consent. PEGASUS MFG INC. must be immediately
notified should the supplier determine that product shipped to PEGASUS MFG INC.
is non-conforming. Nonconforming product that can be returned to engineering
configuration within the normal process flow shall be reworked prior to
submitting to PEGASUS MFG INC. for review.
(d) The supplier of Special Processes must process all
recurring product in the same manner as the initial order. Any changes to
process planning, site location or sub-tier supplier(s) must be clearly
communicated to PEGASUS MFG INC. as a change in writing unless otherwise
arranged with the PEGASUS MFG INC. primary point of contact.
(e) If requested by PEGASUS MFG INC. purchasing or quality
representative, the supplier shall provide corrective action on failures or
non-conformances of supplier’s product.
(f) PEGASUS MFG INC. may use supplier performance reporting,
corrective action requests, and or quality audits as the primary methods of
monitoring suppliers. The need for quality audits is dependent upon the type of
product, the impact of supplied product on the quality of final product, and
where applicable, on the quality reports or quality records previously used to
demonstrate the capability and performance of the supplier.
(g) Suppliers must attempt to prevent the use of any
counterfeit or suspected counterfeit product. Suppliers must ensure that no
counterfeit product or suspected counterfeit product is used and is not
returned to the supply chain.
(h) Suppliers must retain all records for a minimum of 10
years, or as required by the customer, whichever is longer, and may shred or
otherwise destroy records after that timeframe.
2. Acceptance:
(a) This General Terms and Conditions agreement is part of
the purchase order established with the supplier. Supplier’s acknowledgement,
acceptance of payment, or commencement of performance shall constitute
Supplier’s unqualified acceptance of PEGASUS MFG INC., Terms and Conditions.
The acceptance of the purchase order indicates acknowledgement and
automatically places supplier in agreement with all pricing and quantities.
3. Supplier Requirement to Notify Buyer:
(a) Only the Authorized Purchasing Agent has the authority
to make a change to the Purchase Order via a revised purchase order. The
supplier will notify PEGASUS MFG INC. of changes in product and/or process
definition and, where required, obtain organization approval.
4. Right of Entry:
(a) Acceptance of this purchase order reserves the Right of
Entry into premises by PEGASUS MFG INC. Representatives and the customer’s
Representatives for the purpose of conducting audits and inspections to confirm
quality acceptance.
5. Flow down Requirements:
(a) When the Purchase Order specifies the requirements for
an OEM special process or an approved process source, the process supplier must
be an approved processor listed in the OEM’S list of approved processors.
Supplier shall ensure that all manufacturing and/or special processing meets
industry recognized standard or an OEM specification is carried out by only
qualified personnel.
6. Quality and Delivery:
(a) Material and/or process certificates may be required
with shipments. The supplier will be notified on the purchase order of these
requirements. By providing the shipment the supplier confirms that the products
comply with the purchase order requirements.
(b) Supplier shall strictly adhere to the shipment, delivery
or completion schedules specified in the purchase order. In the event of any
anticipated or actual delay supplier shall promptly notify PEGASUS MFG INC.,
stating the reasons for the delay and the actions being taken to overcome and
minimize the delay, and provide PEGASUS MFG INC. with a recovery schedule.
7. Supplier Evaluation:
(a) PEGASUS MFG INC. maintains Approved Supplier List. The
evaluation and selection of suppliers shall be dependent upon their ability to
supply the required parts, materials, and adhere to the quality requirements
and services. Selection preference shall be given to suppliers with accredited
third party certified quality management systems.
Contract Terms and Conditions
1. Agreement and Acceptance-
(a)Supplier agrees to sell and deliver goods or services
specified in this Purchase Order in accordance with the terms and conditions
hereof. This would include any documentation referenced herein, all of which
constitute the entire agreement of the parties and cancels any prior
negotiations or agreements. The Supplier hereby acknowledges acceptance of this
order upon receipt. Buyers’ order expressly limits acceptance to the terms of
this order and any additional or different terms are rejected unless expressly
agreed to by Buyer in writing. Supplier specifically acknowledges its
acceptance of this order by delivery of goods, rendering of services, or the
commencement of work on goods to be specially manufactured for Buyer pursuant
to this order.
2. Order Changes-
(a)Buyer may make changes at any time to this order. Any
price adjustments to be made to the order must be submitted to Buyer by
Supplier in writing at the time of order change. Buyer will have the right to
verify all claims hereunder by auditing relevant records, facilities, work, or
materials of Supplier. Supplier agrees to proceed with the order after
completion of change is made.
(b)All engineering changes, whether initiated by Buyer or
Supplier, will be in accordance with Buyer’s practices in effect at the time of
the change. Supplier as directed by Buyer will promptly implement all Buyer
approved engineering changes. Price changes for Buyer approved engineering are
to be based solely on the design cost variance from the superseded design and
must be substantiated with the appropriate documentation satisfactory to Buyer.
3. Price and Payments-
(a) General. Prices contained in this order and/or attached
schedules are firm and are not subject to change without prior Buyer’s approval
as evidenced by Buyer’s properly authorized written amendment to this order. No
charge shall be made by Supplier for boxing, packing or cartage unless by
express agreement. Supplier is granted no right or setoff of unpaid invoices
against obligations of Supplier’s parent, subsidiaries, or affiliates, to
Buyer.
(b) Most Favored Customer. Supplier warrants that the prices
for the goods and services sold to Buyer hereunder are no less favorable than
Supplier currently extends to any other customer for the same or similar goods
or services in similar quantities. If Supplier reduces its prices to others for
the same or similar goods or services during the term of this order, Supplier
will immediately reduce the prices to Buyer for such goods or services.
Supplier warrants that prices shown on this order are complete, and that no
additional charges of any type will be added without Buyer’s express written
consent.
(c) Payment. Buyer will make all payments to Supplier within
agreed number of days net proximal from the date of Supplier’s invoice, unless
expressly stated to the contrary on the front of this Purchase Order.
(d) supplier must maintain ledgers, payroll data, books,
records, personnel documents, correspondence, instructions, drawings, receipts,
vouchers, and all other documents required for GPS or the customer to have a
complete understanding of the charges for which supplier is seeking payment in
connection with the services provided by its employees. Supplier will preserve
these documents for a minimum of seven years after the final payment for any
services provided under the project schedule or purchase order.
4. Delivery-
(a)General. Time is of the Essence. Deliveries are to be
made both in the quantities and at the dates specified by Buyer. Buyer will not
pay for material or items delivered to Buyer which are more than quantities
specified in this order. Buyer may, from time to time, change delivery
schedules to direct temporary suspension of scheduled shipments upon prior
written or verbal notice. If Supplier fails to make deliveries or perform
services at the agreed time, all damages suffered by Buyer and any additional transportation
or other costs required to meet the specified delivery schedule will be at the
expense of the Supplier.
(b)Release Authorization. When deliveries are specified to
be in accordance with Buyer’s written releases, Supplier will not fabricate or
assemble any goods, nor procure required materials, nor ship any supplies,
except to the extent authorized by such written releases of this order.
(c)Excusable Delays. At Buyer’s sole discretion, allowances
may be made for delays caused by fire, flood, earthquake, strikes,
insurrections, and circumstances beyond the reasonable control of Supplier. If,
at any time, Supplier has reason to believe that deliveries will not be made as
scheduled, written notice setting forth the cause and the anticipated new
delivery date(s) will be sent to Buyer immediately. Fire, strikes, and other
causes beyond Buyer’s control shall relieve Buyer from accepting delivery hereunder
while such cause is operative.
5. Packing, Marking, and Shipment-
(a)General. Supplier will pack and mark goods and make
shipments in accordance with Buyer’s instructions, meet carrier requirements
and assure delivery free of damage and deterioration. All shipments to Buyer’s
plants must include a packing slip and/or bills of lading. Whenever shipment is
made by truck, Supplier will enclose a packing slip in an envelope to Buyer’s
traffic representative upon arrival at Buyer’s plant. Supplier is responsible
for all risks to the goods until delivery and acceptance at the designated FOB
point.
(b)Designated Carrier. Buyer may specify the carrier and/or
method of transportation and Supplier will process shipping documents and route
shipments accordingly. Supplier will comply with all of Buyer’s transportation
routing instructions, including without limitation, mode of transportation,
utilization of assigned carrier and identification of the shipping point.
Supplier will be responsible for all excess costs incurred because of its
failure to comply with Buyer’s transportation instructions.
(c)Documentation Requirements. Buyer will not be responsible
for delays in the payment of invoices if the following requirements are not
met. Invoices and packing slips must bear the Purchase Order number, part
number, quantity buys or the release number on blanket orders, the “ship-to”
address, Buyer assigned plant location, and address to invoice.
6. General Warranty-
(a)General. Supplier warrants that the goods or services
will (I) comply with all specifications, drawings, descriptions, or samples
furnished and/or specified by Buyer, (II) be merchantable, and (III) be free
from defects in materials and workmanship. Supplier further warrants that all
goods not designed by Buyer will be fit and sufficient for the purpose
intended. The warranty term will be coterminous with the warranty extended to
Buyer’s customers by Buyer. Supplier’s liability for a breach of the warranties
given herein will be determined by Buyer’s analysis of a sample of products
against which claims are made that the products are defective. Supplier will
participate in such analysis in accordance with Buyer’s procedures.
(b)Title. Supplier further warrants that on delivery Buyer
will receive good and merchantable title to the goods and services, free and
clear of all liens, and encumbrances of any kind. And that all goods and
services will be free from any actual or claimed patent, copyright or trademark
infringement and any claims of third parties.
(c)Survival. These warranties are in addition to any
warranties implied by law or otherwise made by Supplier and will survive
acceptance and payment by Buyer.
7. Inspection and Claims-
(a)General. All material shall be received subject to
Buyer’s inspection and rejection. Defective material not in accordance with
Buyer’s specifications will be held for Supplier’s instruction and at
Supplier’s risk and if Supplier so directs, will be returned at Supplier’s
expense. Buyer shall have 30 days from the date of receipt of goods to notify
Supplier of defective goods. Payment for material on this order prior to
inspection shall not constitute an acceptance thereof, nor will acceptance
remove Supplier’s responsibility for latent defects. This order is issued for
the product specifically identified in this order and any substitution of
material, without prior Buyer approval, will be considered a breach of this
order.
(b)Inspection of Manufacturing Process. Buyer may inspect
and evaluate all goods (including all tooling and material used in their
manufacturing process), and all services at times and places designed by Buyer.
Supplier will provide and maintain a Supplier Quality Assurance System approved
by Buyer and which meets Buyer’s specifications, as they may be amended from
time to time. Supplier will perform inspections as designed by Buyer and
Supplier will make inspection systems, procedures, and records available to
Buyer upon request. Buyer reserves the right to inspect at Supplier’s premises
and have Buyer’s customer present when required.
(c)Remedies. Without limiting its remedies, after notice to
Supplier, Buyer may (I) replace or correct any nonconforming goods or services
and charge Supplier the full cost of such replacement or correction on an
expedited basis to meet delivery dates and removal of any defective materials
and goods. (II) Cancel the order for default, (III) subject Supplier’s account
to a debit for the damages suffered by Buyer, and/or (IV) cause the removal of
Supplier as an approved Buyer Supplier.
(d)Claims Adjustment. Buyer may at any time and without
notice deduct or set-off Supplier’s claims for money due or to become due from
Buyer against any claims that Buyer has or may have arising out of this or any
other transaction between Buyer and Supplier.
8. Property and Special Tooling
(a)Unless otherwise provided in this order, property of
every description including all tools, equipment, material, drawings,
manufacturing aids and replacements of the foregoing furnished by Buyer, either
directly or indirectly, or as acquired or manufactured by Supplier for use in
the performance of this order, for which Supplier has been reimbursed by Buyer
(Special Tooling), will be (I) the property of Buyer, (II) plainly marked or
otherwise adequately identified by Supplier as the property of Buyer, and (III)
safely stored separate and apart from Supplier’s property. Supplier will adhere
to the Buyer procedure in effect at the time for submitting requests for
reimbursement for tooling costs. All requests for reimbursements for tooling
costs are subject to review, approval, and audit by Buyer. Supplier will retain
and not use or rework tooling or property of Buyer except for performance of
work hereunder or as authorized in writing by Buyer. Supplier will keep such
tooling or property in its possession and/or control in good condition, fully
covered by insurance, free of liens and encumbrances and will replace such
tooling or property when lost, damaged or destroyed. All Buyer tooling or
property will be transferred as Buyer may direct at any time. If Supplier makes
an unauthorized transfer of Special Tooling, Supplier will reimburse Buyer for
any costs incurred by Buyer in returning the tooling to Buyer or moving the
tooling as directed by Buyer.
9. Work on Premises
(a)If Supplier’s employees, contractors, or agents provide
services to Buyer on Buyer’s premises or Buyer’s customer’s premises, Supplier
shall examine the premises to determine whether they are safe for such services
and shall advise Buyer promptly, in writing, of any situation it deems to be
unsafe. Supplier shall handle and be responsible for every claim that arises
from Supplier’s work on Buyer’s premises or Buyer’s customer’s premises that is
for actual or alleged injury or damage to any person, property, economic loss,
worker’s compensation claim, or violation of any law. Or at Buyer’s option
provide at reasonable assistance to Buyer in Buyer’s handling of such claims,
unless the claim arises from the negligence or recklessness of Buyer, its
agents, or employees.
10. Insurance and Indemnification
(a)Insurance. Supplier will provide worker’s compensation,
comprehensive general liability, automobile, public liability, and property
damage insurance in amounts and coverage’s sufficient to cover all claims
hereunder. Such policies will name Buyer as an additional insured thereunder
and contain endorsements stating that the policies are primary and not excess
over or contributory with any other valid, applicable, and collectible
insurance in force for Buyer. Buyer may require Supplier to furnish evidence of
the foregoing insurance but failure to comply with these insurance requirements
will not relieve Supplier of its liability and obligations under this
paragraph. Buyer’s action or inaction will not act as a waiver of any of
Buyer’s rights described in this paragraph.
(b)Indemnification. Supplier will defend, indemnify, and
hold Buyer harmless against all claims, liability, losses, damages, and
settlement expenses in connection with any breach by Supplier of these general
conditions or for injury or death of any person and damage or loss of any
property allegedly or actually resulting from or arising out of any act,
omission or negligent work of Supplier or its employees, agent, or
subcontractors in connection with performing this order, whether on Buyer’s
property or Buyer’s customer’s property or in the course of their employment.
11. Use of Buyer’s Name
(a)Supplier will not, without the prior written consent of
Buyer, in any manner publish the fact that Supplier has furnished or contracted
to furnish Buyer goods and/or services, or use the name or trademarks of Buyer,
its product, or any of its associated companies in Supplier’s advertising or
other publication. Supplier will not place its, or any third party’s trademark
or other designation on the part if the product bears a Buyer trademark or an
identifying mark specified by Buyer, or if the product is peculiar to Buyer’s
design (marked product). Supplier will sell Marked Product, and similar goods,
only to Buyer and will not sell Marked Product or similar goods to third
parties without Buyer’s prior written consent.
12. Technology Rights
(a)General. The specifications, drawings, designs,
manufacturing data and other information transmitted to Supplier by Buyer in
connection with the performance of this order are the property of Buyer and/or
Buyer’s customers and may be covered by one or more Buyer patents, patent
applications, know-how or copyrights (confidential information). No rights are
granted to Supplier under any Buyer patents or technology except as may be
necessary to fulfill Supplier’s obligations under this order.
(b)Infringement Claims. Supplier shall indemnify and hold
harmless Buyer and its customers and shall handle and be responsible for every
claim of infringement of any present or future patent, copyright, industrial,
design right or other proprietary right that results from the sale or use of
the goods/services supplied hereunder (I) alone (II) in combination by reason
of their content, design or structure, or (III) in combination in accordance
with Supplier’s recommendations, and at Buyer’s option provide all reasonable
assistance to Buyer in Buyer’s handling of such claims. Supplier’s obligation
shall apply even though Buyer furnishes all or any portion of the design and
specifies all or any portion of the processing.
(c)Grant-back License. Supplier grants to Buyer and its
associated companies a nonexclusive, royalty-free, irrevocable license for
Buyer and sufficient knowhow to rebuild and/or repair and have rebuilt and/or
repaired the goods covered by this order, including any improvements thereto as
they may be delivered from time to time.
(d)Non-Assertion. Supplier will neither assert nor transfer
to another a right to assert against Buyer and/or its associated companies, or
dealers or customers thereof any copyright of Supplier that is applicable to
any works of authorship furnished to Buyer or any of Buyer’s associated
companies during Supplier’s activity hereunder. All information disclosed
heretofore and hereafter by Supplier to Buyer in connection with these supplies
or services is disclosed on a non-confidential basis. Supplier grants to Buyer
and its customers a worldwide, royalty free copyright license in all works
supplied to Buyer.
(e)Secrecy. Supplier will handle all of this Confidential
information in such a manner to ensure that it is not used for any purpose
detrimental to the interests of Buyer and will not, directly or indirectly, (I)
use or exploit such Confidential information in any way except to fulfill this
order and (II) will keep Confidential and not disclose such Confidential
information to any third-party without Buyer’s prior written consent. All
drawings and tracings furnished by Buyer for this Contract/Purchase Order must
be returned with the last invoice.
13. Assignment
(a)This order, or any rights or interest herein may not be
assigned, delegated or encumbered in whole or in part, or sold or transferred
as part of a sale of the Supplier or its business, stock or assets without
Buyer’s prior written consent, including without limitation, the subcontracting
of work to be performed hereunder or the transfer of Special Tooling to third
parties for the performance of work hereunder.
14. Termination at Buyer’s Option
(a)Buyer may terminate this order at any time without cause
in whole or in part by written notice, whereupon Supplier will stop work on the
date and to the extent specified in such notice and terminate all order and
subcontracts that relate to the terminated order. Within thirty (30) days after
receipt of termination notice, Supplier will submit all claims resulting from
such termination. Buyer will have the right to verify such claims by auditing
the relevant records, facilities, work, or materials of Supplier and/or its
subcontractors. Buyer will pay Supplier of finished work accepted by Buyer as
well as for the documented cost to Supplier of work in process and raw material
allocable to the terminated work which is not more than any prior Buyer
authorization. Payment made under this paragraph will not apply to any
cancellation by Buyer for default by Supplier or for any other cause recognized
by law or specified by this order.
15. Cancellation for Default
(a)If Supplier (I) fails to deliver goods or perform
services at the time specified herein or fails to make progress so as to
endanger performance of the work or impair delivery dates, or (II) fails to
perform any other provisions hereof and does not cure such failure within a
period of ten (10) days after receipt of written notice from Buyer specifying
such failure, or (III) becomes financially unstable, insolvent, makes an
assignment in favor of creditors, or enters bankruptcy or dissolution procedures,
or (IV) is merged into another company and/or is expropriated or nationalized,
Buyer may cancel the whole or any part of this order without any liability,
except for payment due for goods and services delivered and accepted to date.
Upon such termination Buyer will have the right, and on notice to Supplier, to
take title to and possession of all or any part of such materials, work in
process or finished goods performed by Supplier under this order, any special
tooling and all drawings, technology and information furnished by Buyer.
16. Spare Parts for Equipment
(a)Supplier will make spare parts for Buyer’s requirements
for any equipment purchased hereunder for ten years or for such longer time as
may be required by Buyer after the order is terminated. The price of the part
for Buyer’s service requirements will be the price provided in the order plus
costs actually incurred for special packaging.
(b)If the part is no longer required, then the price of the
part for Buyer’s equipment will be no greater than the last price stated in the
order plus or minus (I) any changes in the cost of materials since the order
was terminated, plus (II) a volume adjustment reflecting the actual increase in
the cost per unit of producing fewer units, plus (III) a setup charge
reflecting the actual cost of preparation for the production run, plus (IV) any
additional costs actually incurred for special packaging. All the foregoing
components of the price will be documented to Buyer’s reasonable satisfaction,
including without limitation, set-up detail, machine productivity, scrap
allowance, labor inefficiencies and excess raw material requirements.
(c)If the parts are manufactured in a country other than the
country in which the goods are delivered to Buyer, Supplier will mark the goods
shipped for Buyer’s service requirement ‘Made in (country of origin)’.
17. Taxes
(a)The goods purchased hereunder are for resale or for an
exempt purpose and may be exempt from local sales or use taxes in the foreign
jurisdiction.
18. Remedies
(a)The rights and remedies herein reserved to Buyer are
cumulative and in addition to any other or further rights and remedies
available at law or in equity. No waiver of any breach of any provision of this
order will constitute a waiver of any other breach or a waiver of such
provision.
19. Component Application Sign-Off
(a)Suppliers of component parts and sub-systems are expected
to concur, in writing that the application of their components or sub-systems
meets the design intent for which they have been developed. This includes both
the applications in the PEGASUS MFG INC. Production System’s, tooling system
and its operation in its final environment. Concurrence must occur at both
design and try-out.
20. Required Compliance
(a)In providing goods or services hereunder, Supplier will
comply with any and all-applicable foreign and U.S. federal, state and local
laws, and regulations promulgated thereunder, including without limitation, the
U.S. Fair Labor Standards Act as amended. Supplier will defend, indemnify and
hold Buyer harmless from and against any and all claims, losses, damages, costs
and expenses resulting from or arising out of any failure of Supplier or
Supplier’s employees, agents and subcontractors to comply with any applicable
governmental regulations and/or statutes.
21. Governing Law
(a) This Purchase Order/Contract shall be
construed and interpreted according to the laws of the State of Illinois.
