11350 66th Street North, Largo, Florida 33773, United States
Below are the complete Terms and Conditions for PMA Aeroparts purchase of goods and services from our suppliers. These Terms and Conditions are referred to in the Purchase Orders issued to suppliers.
SUPPLIERS TERMS AND CONDITIONS (T&C)
CERTIFICATE OF COMPLIANCE: Supplier shall provide a Certificate of Compliance and Packing List stating supplier conformance to the item definition as stated on the PMA Aeroparts LLC Purchase Order (PO) and drawing (where applicable). The packing list and/or Certificate of Compliance must refer to the item description and P/N as well as the PMA Aeroparts' PO and Line Number. Certificate of Compliance for critical raw materials must include the source manufacturer's name and product description as well as applicable test data, stated compliance to referenced specifications, and lot/batch traceability.
CALIBRATION: All calibration of instruments must be calibrated to NIST (National Institute of Standards and Technology) standards.
CONFIDENTIALITY: Supplier shall accept, hold and regard all information disclosed to it by PMA Aeroparts, or by third parties at the request of PMA Aeroparts, as confidential and proprietary to PMA Aeroparts. Supplier shall not directly or indirectly disclose, publish, communicate or divulge any of the information to and by any of Supplier's directors, affiliates or employees or to any third parties. Supplier shall not exploit or utilize any of such information in any business or venture or in any other way, except pursuant to a future agreement with PMA Aeroparts. Supplier shall not without limiting the generality of the foregoing use any of such information in any way, or for any purpose, whether or not intended to damage PMA Aeroparts or its business. Supplier shall take such steps as may be necessary and appropriate to protect confidentiality of information and to ensure that employees and other persons to whom recipient is not authorized to disclose the information do not have access to it. Supplier shall, upon the request of PMA Aeroparts, promptly return to PMA Aeroparts all tangible records (engineering drawings, blueprints, blueprint revisions, mil-specs, sample parts, etc.), all computer programs created for the direct or indirect purpose of manufacturing a part for PMA Aeroparts, and all reproductions thereof. The information shall, as between Supplier and PMA Aeroparts, remain the exclusive property of PMA Aeroparts, and for this reason, the recipient may not sell or in any way distribute the information. Supplier acknowledges that PMA Aeroparts would be irreparably injured by Supplier's breach of this Agreement and that the damage to PMA Aeroparts occasioned by any such breach would be severe and impossible to calculate. Accordingly, in the event of any such breach or prospective breach, PMA Aeroparts shall be entitled to injunctive relief, in addition to any other legal remedies available to it.
RIGHT OF ENTRY AND USE OF PREMISES: By accepting PMA Aeroparts Purchase Order, Supplier acknowledges and accepts right of entry by PMA Aeroparts (PMA AEROPARTS LLC) employees/representatives and PMA AEROPARTS LLC customers, and all Government Agencies as needed.
SUSPECTED UNAPPROVED PARTS (SUP) AND COUNTERFEIT PARTS: Suppliers shall use all means necessary to prevent the use of counterfeit parts and provide evidence of compliance. As a minimum, supplier can visit FAA website for SUP.
DELIVERY: Item(s) as described above, the lead time is as specified on the purchase order or sooner. Partial shipments may be accepted. Please let us know and obtain approval prior to first shipment.
PAYMENT TERMS: PMA Aeroparts standard payment terms are net 30-45 days from receipt of goods. Any deviation from these terms must be specified on the purchase order.
REPORTING: Certificates of compliance are required for all technical material. If specified on the purchase order, "First Article Test Reports" and "Lot or Batch Test Reports" will be provided by the supplier.
SALES / USE TAX: PMA Aeroparts LLC material purchases are tax exempt: State of Florida # 62-8016826320-4.
SHIPMENTS: Ship to: PMA Aeroparts LLC, 11350 66th St. N., Suite 102, Largo, FL 33773 via UPS or FEDEX Ground service, FOB Destination, unless otherwise directed in on the purchase order. PMA Aeroparts may elect to pick up material from local suppliers.
EXCLUSIVITY OF PRODUCTION: Overage of production shall not be sold to the public or any third party without explicit approval of PMA Aeroparts. By accepting this purchase order, right of access by PMA Aeroparts, their customers, and regulatory authorities to all facilities involved in the order and to all applicable records is authorized.
MATERIAL ORIGIN: Unless otherwise stated, raw materials, forgings, castings, etc. ordered under this purchase order must be of domestic manufacture (domestic melt). The supplier shall notify PMA Aeroparts if any material/products shipped against this purchase order are listed on the US Government blacklist.
RETURN OF GOODS: If for any reason goods received under this PO do not meet the requirements as specified, supplier agrees to issue full credit and refund any payments made for all such goods returned without penalty.
PACKAGING: If required by this order, each unit shall individually be packaged and marked per drawing and PO marking/Labeling requirements, as shown in text next to each item (shown in all cap text), 9pt. min. text size. For all labels:
NON-RECURRING ENGINEERING AND TOOLING: Costs involved with setup, tooling, fixtures, or programming must be specified on the purchase order, either as a "not to exceed" or fixed price.
COMPLIANCE WITH LAW: SUPPLIERS TERMS AND CONDITIONS (T&C)
ADDITIONAL REQUIRED SUPPLIER TERMS AND CONDITIONS (T&C):
Any purchase order placed with your firm will be subject to the following terms and conditions:
Packing and shipping all items shall be suitably prepared and packed for shipment. Buyer will not allow extra charges for packing, cartage or anything else unless specifically stated on this order. Seller shall mark the number of this purchase order on each container and enclose a packing slip with the order number in each container. Seller shall provide invoices, shipping documents and copy of packing slip to buyer.
Prices as specified in this purchase order are those agreed upon and are not subject to increase, unless specifically authorized by an amendment to the purchase order.
Delivery Schedule - Seller shall follow the delivery schedule shown on the purchase order and shall not make deliveries later or substantially earlier than dates shown. If items are shipped substantially in advance of schedule delivery dates, buyer may return them at seller's expense. If seller exercises due care, seller shall not be liable for delays in delivery due to causes beyond his reasonable control. If seller does not adhere to the delivery schedule, buyer may either agree to a revised delivery schedule or terminate the purchase order without liability to buyer. Buyer reserves the right to delay scheduled shipment of product to accommodate production schedules or end user requirements. Buyer will not be liable for any additional fees for these delays to shipments for any reason without prior written agreement. Seller shall notify buyer promptly of any delays or of any actual or potential labor dispute which is delaying or threatens to delay the timely performance of the purchase order. Such notice shall include all relevant information with respect to such dispute.
Inspection - Seller agrees to permit the buyer's inspectors to have access to the seller's plant at all reasonable times for the purpose of inspecting any items set forth on the order or work in process for production of such items. All items are subject to final inspection and approval at buyer's plant or other place designated by buyer. Such inspection shall be made within a reasonable time. After delivery, irrespective of the date of payment, buyer may return rejected items at seller's expense. Seller shall not replace items returned as defective unless so directed by buyer in writing.
Changes - Buyer may make changes in the drawings, specifications, quantities, delivery schedules, or methods of shipment or packaging on any item at any time. If such changes result in delay or an increase or decrease in expense to seller an equitable adjustment of price and delivery schedule will be made. Any claims for adjustment under this paragraph shall be conclusively deemed waived unless asserted in writing within 30 days of receipt of change notice by seller. Changes by seller in prices, delivery dates or other terms and conditions of this purchase must be approved by the buyer in writing.
With respect to inventions which seller may make in the performance of this purchase order, seller hereby grants to buyer and its subsidiaries a permanent, paid-up and irrevocable license both to the United States and foreign countries, to make, use and sell, and to have others make use and sell devices or material incorporating or made through use of such inventions. If, however, such inventions result from research and development work performed by seller for which buyer pays seller, either directly or indirectly, seller agrees to assign to buyer rights, title and interest in and to such inventions and to assist buyer, at buyer's expense, in securing United States and foreign patents with respect thereto.
Buyer's property - All tools, dies, jigs, patterns, equipment or material and other items purchased, furnished, charged to or paid by buyer, and any replacement thereof, shall remain the property of buyer. Such property shall be plainly marked “PROPERTY OF PMA AEROPARTS LLC” and shall be safely stored apart from other property. Seller shall not substitute other property for buyer's property and shall not use such property except in filling buyer's orders. Seller shall hold such property at its own risk and upon buyer's written request, shall re-deliver the property to buyer in the same condition as originally received by seller. Reasonable wear and tear may be accepted.
Seller warrants that all goods and work covered by this order will conform to the drawings and specification, samples or other description furnished by the buyer, and will be fit for the purpose intended. Merchantable, of good material and workmanship and free from defect and this warranty shall run to the buyer, its successors, assigns, customers, and the user of this product. None of the provisions or remedies herein are in lieu of any claims for damages buyer may have at law or equity under the Florida uniform commercial code or otherwise for the breach of any contracts or warranties with buyer, which are specifically reserved by buyer.
Patent indemnity - To the extent the subject items are not manufactured pursuant to design specified by buyer, seller shall indemnify and hold buyer and its agents and customers harmless from any loss, damage, or liability for infringement of United States patent right with respect to such items and shall at its own expense defend any action in which such infringement is alleged with respect to the manufacture. Sale or use of such items delivered hereunder; Provided seller is duly notified as to suits against buyer and provided further seller's indemnity as to use shall not apply to any infringement arising out of use in combination with other items where such infringement would not have occurred from the normal use for which the article was designed.
Drawings, specifications and technical information drawings, specifications, photographs and other engineering and manufacturing information supplied by the buyer shall remain buyer's property and shall not be photostatted or otherwise duplicated without buyer's written consent and shall be returned to buyer upon completion or order or upon demand. Any information which seller may disclose to buyer with respect to the design, manufacture, sale, or use of the items covered by this order shall be deemed to have disclosed as part of the consideration for this order and seller shall not assert any claim (other than a claim for patent infringement) against buyer by reason of buyer's use thereof.
In the event that seller is required to enter premises owned, leased, occupied by or under the control of buyer during the performance of services hereunder or during delivery of articles herein contemplated, seller agrees to indemnify and save harmless buyer, its officers, employees and agents from all costs, loss, expense, damages, claims, suits, or liability resulting from injury, including death, to person or property arising from or in any manner growing out of the performance of such services and/or delivery. Whether arising out of the actions of seller or its subcontractors, or their respective employees, and seller agrees to maintain and require its subcontractors to maintain: (I) public liability and property damage insurance in reasonable amounts to cover the obligations set forth above, and (II) proper workmen's compensation insurance covering all employees engaged in the performance of such services and/or delivery.
Subcontracts - Seller shall not, without the written approval of the buyer, make any contract with any other person for furnishing any of the completed or substantially completed items covered by this order.
Seller shall fully comply with all applicable federal, state, or local laws, rules, regulations or ordinances and shall hold buyer harmless for all liability resulting from failure of such compliance.
No articles furnished hereunder, or tools for producing the same, which have been specially designed for or by buyer, shall be duplicated for others without the written consent of buyer.
Assignment and setoff - Seller shall not assign this order or any right hereunder without buyer's written consent. Buyer may set off against payable to any person under this order any claim or charge it may have against seller.
If seller becomes insolvent or makes an assignment for the benefit of its creditors, or if a petition for bankruptcy is filed by, or with respect to, seller, buyer may, by notice in writing, terminate this order without liability to buyer, except for items already delivered. Buyer may terminate this order at any time by notice in writing to seller. In such later event, buyer shall pay such cancellation charges as may be agreed upon. In the event of failure to reach such agreement, buyer will be liable for such sum as may be lawfully owing to seller on account of such termination. Buyer may terminate upon written notice, if seller fails to make delivery so as to endanger performance of this order and seller would pay additional costs engendered thereto. The provisions of this paragraph shall not limit or affect the right of the buyer to terminate this order by default of the seller.
The laws of the State of Florida shall govern the rights and duties of the parties to this contract.
Attorney's fees - Seller shall pay to PMA AEROPARTS LLC any expense, including but not limited to reasonable attorney's fees incurred in the enforcement of any provision of this purchase order.
With prior reasonable advance notice, the buyer, their customer(s) and pertinent regulatory authorities, shall have access to all the contractor's facilities and subcontractor's facilities at any tier utilized in the performance of this contract and the right to examine any directly pertinent books, documents, papers and records of the contract and their subcontractors relating to this contract.
All applicable quality clauses and all terms and conditions shall be included in all subcontractor contracts at all tiers utilized in the performance of this contract.
Government contract provisions - When the materials or products furnished are for use in connection with a government contract, or subcontract, in addition to the delineated provisions and in the event that any additional mandatory government flow-downs are required to be passed down by the buyer, seller agrees to accept these flow-downs pursuant to the changes clause and an equitable adjustment shall be negotiated, as necessary, and the purchase order modified in writing accordingly, and the additional provisions set forth hereinafter shall apply.
(a) Examination of records: The comptroller general or duly authorized representative from the general accounting office shall, until 3 years after final payment under this order or for any shorter period specified in FAR Subpart 4.7, have access to and the right to examine any of the seller's directly pertinent books, documents, papers, or other records, involving transactions related to this order. For orders over $10,000.00, FAR 52 215-1 shall apply.
(b) Renegotiation Act of 1951: (a) to the extent required by law, this order is subject to the Renegotiation Act of 1951 (50 U.S.C. APP. 1211 ET. SEQ.) as amended and to any subsequent act of congress providing for the renegotiation of contracts. Nothing contained in this clause shall impose any renegotiation obligation with respect to this order or any subcontract hereunder enacted. Subject to the foregoing, this order shall be deemed to contain all the provisions required by section 104 of the Renegotiation Act of 1951, and by such other act, without subsequent amendment hereto specifically incorporating such provision; (a) the seller agrees to insert the provisions of this clause, including this paragraph, and (b) of all subcontracts as that term is defined in Section 103g of the Renegotiation Act of 1951, as amended, or in any subsequent act of congress providing for the renegotiation of contracts.
(c) The following clauses set forth in the federal acquisition regulation, as in effect at the date of this purchase order are incorporated herein by reference:
|FAR SECTION||TITLE OF CLAUSE |
|52.203-5 ||COVENANT AGAINST CONTINGENT FEES|
|52.203-7||ANTI KICKBACK PROCEDURES|
|52.204-2||MILITARY SECURITY REQUIREMENTS|
|52.211-16||VARIATION IN QUANTITY|
|52.242-14||SUSPENSION OF WORK|
|52.214-26||AUDIT AND RECORDS SEALED BIDDING|
|52.215-12||SUBCONTRACTOR COST OR PRICING DATA|
|52.215-13||SUBCONTRACTOR COST OR PRICING DATA MODIFICATIONS|
|52.219-8||UTILIZATION OF SMALL BUSINESS CONCERNS|
|VZBC||SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL BUSINESS SUBCONTRACTING PLAN|
|52.222-1||NOTICE TO GOVERNMENT OF LABOR DISPUTES|
|52.222-4||CONTRACT WORK HOURS STANDARDS ACT OVERTIME COMPENSATION|
|52.222-20||WALSH-HEALEY PUBLIC CONTRACT ACT|
|52.222-35||AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS|
|52.225-1||BUY AMERICAN ACT|
|52.225-11||RESTRICTIONS ON CERTAIN FOREIGN PURCHASES|
|52.227-1||AUTHORIZATION AND CONSENT|
|52.227-2||NOTICE AND ASSISTANCE REGARDING PATENT INFRINGEMENT|
|52.227-10||FILING OF PATENT APPLICATIONS|
|52.227-14||RIGHTS IN TECHNICAL DATA - GENERAL|
|52.229-4||FEDERAL, STATE AND LOCAL TAXES|
|52.232-23||ASSIGNMENT OF CLAIMS|
|52.246-16||RESPONSIBILITY FOR SUPPLIERS|
|52.249-2||TERMINATION FOR CONVENIENCE OF GOVERNMENT|
|53.228||BONDS AND INSURANCE|