TERMS & CONDITIONS

CSS Purchase Order Terms and Conditions

1. DEFINITIONS – Buyer is the legal entity known as Contract Solutions Scotland Ltd. (CSS) issuing this Purchase Order. Seller is the legal entity that is contracting with the Buyer by accepting this Purchase Order. When executed, this Purchase Order is a contract that expresses the agreement of Buyer and the Seller and includes any other documents, specifications and any changes that are expressly incorporated into this Purchase Order by reference.

2. ACCEPTANCE – Seller’s acceptance of this Purchase Order means that Seller is contractually obligated to perform in accordance with the terms and conditions of this Purchase Order. Any additions, deletions or differences in the terms proposed by Seller are objected to and hereby rejected unless Buyer agrees to such changes in writing. Commencement of work under this Purchase Order constitutes acceptance of Buyer’s Purchase Order and the terms and conditions contained herein.

3. PRICING – By accepting this Purchase Order, Seller warrants to Buyer that the prices set forth in this Purchase Order do not exceed those charged by Seller to any other customers purchasing the same or similar items or services in like or smaller quantities, under similar conditions of purchase.

4. PACKING, MARKING AND SHIPPING – Seller shall pack, mark and ship all goods in accordance with the requirements of this Purchase Order, applicable transportation regulations and good commercial practice. No separate or additional charges shall be payable by Buyer for containers, crating, boxing, bundling, dunnage, drayage or storage unless expressly permitted by this Purchase Order.

5. DELIVERY – Time is of the essence. Delivery shall be strictly in accordance with the schedule set forth in this Purchase Order. Delays in shipment shall be reported immediately by the Seller to the Buyer. Buyer reserves the right to cancel this Purchase Order in whole or in part, if Seller fails to make deliveries in accordance with the terms of this Purchase Order.

6. NEW MATERIAL – NO COUNTERFEIT MATERIAL

a. DEFINITIONS: The term Material, as used in this clause, includes, but is not limited to raw material, parts, components, assemblies and end items. The term New, as used in this clause, means Original Equipment Manufacturer (OEM) or Original Component Manufacturer (OCM) Material previously unused or composed exclusively of previously unused Material, allowing for conventional use including, but not limited to integration, installation, assembly, test, burn-in, training, troubleshooting, and rework as required. The term Counterfeit Material means Material salvaged, produced or altered to resemble a product without authority or right to do so, with the intent to mislead or defraud by presenting the imitation as New Material.

b. Unless Buyer specifies in writing otherwise, Seller shall deliver New Material under this Agreement that is fully warranted.

c. Seller shall not deliver Counterfeit Material to Buyer under this Agreement.

d. Seller represents and warrants that all electronic parts delivered under this Agreement are obtained from OEMs, OCMs, or their authorized dealers. If electronic parts cannot be obtained from OEMs, OCMs, or their authorized dealers and must be procured from alternative source(s), Seller shall obtain Buyer’s written approval before making such procurements. Seller shall employ, or cause to be employed, inspection, testing and authentication processes reasonably designed to detect and avoid Counterfeit Material and shall provide written description of Seller’s detection and avoidance processes and a certification of Seller’s use of such processes to Buyer on or before delivery.

e. Seller shall immediately notify Buyer when Material is found or suspected to be Counterfeit Material. Notice must be in writing and must be provided to Buyer within 24 hours of discovery.

f. Upon request, Seller shall provide OEM/OCM documentation that enables traceability of the affected Material to the applicable OEM/OCM.

g. Should any Material delivered under this Agreement be found to constitute or include Counterfeit Material, Seller shall, at its expense, promptly replace such Counterfeit Material with genuine parts conforming to the requirements of this Agreement. Notwithstanding any other provision in this Agreement, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Material, including, without limitation, Buyer’s costs of removing Counterfeit Material, of installing replacement New Material and of any testing/corrective action necessitated by the replacement of Counterfeit Material with New Material. The remedies contained in this paragraph are in addition to any remedies Buyer may have at law, equity or under other provisions of this Agreement.

h. Seller shall include this clause or equivalent provisions in any Agreements that Seller issues for the delivery of New Material that will be included in or furnished to Buyer.

7. PAYMENT/DISCOUNT TERMS – Payment terms shall strictly be 30 days from end of month of invoice unless otherwise stated on the face of this Purchase Order. Discounts, if applicable, shall be agreed prior to shipping. In the event that Seller is overpaid for any reason, Seller shall promptly refund or credit the overpayment back to Buyer.

8. OVERSHIPMENTS/OVERWORK – Buyer will be liable for payment only for quantities of materials and services specified in this Purchase Order. Over-shipments will be held at Seller’s risk and expense for a reasonable time, until return shipping instructions are received from Seller. Shipping charges for such returns shall be at Seller’s expense. Buyer shall have no obligation to pay for Seller’s performance of any services in excess of those specified in this Purchase Order.

9. REPRODUCTION RIGHTS – Buyer does not grant Seller (a) any reproduction rights to the articles ordered or (b) any right to use designs, drawings or other information belonging to or supplied by the Buyer in the manufacture or design of articles or materials for anyone other than the Buyer.

10. TITLE TO SPECIFICATIONS – Buyer claims and holds title to all drawings and specifications furnished to the Seller for use in connection with this Purchase Order. Seller shall not disclose such drawings and specifications to any person, firm or corporation other than Buyer or Seller’s employees. The Seller shall, upon Buyer’s request, promptly return all such drawings and specifications to the Buyer.

11. DEFECTS/NON-CONFORMANCE – If any of the materials or services are defective or otherwise not in conformity with the requirements of this Purchase Order, Buyer shall have the right to either reject them or to require correction at Seller’s expense.

12. WARRANTY – The Seller warrants that all materials or services delivered hereunder conform strictly to the design, specifications, drawings, samples or other descriptions referenced in this Purchase Order, and that such deliverables will be free from defects in material and workmanship. Any defective parts identified must be notified to the Seller within 4 weeks of delivery. Any shortages must be notified to the Seller within 7 days of delivery.

13. FORCE MAJEURE — Any loss, damage, or delay in, or failure of, performance by the Seller shall not constitute a default under the Agreement or give rise to any claim for damage if such loss, damage, delay, or failure is attributable in whole or in part to any cause or causes beyond the reasonable control of the Seller. These causes may include, without limitation, any act of God or the public enemy; compliance with any order, decree, or request of any governmental authority; act of declared or undeclared war; public disorder; rebellion; sabotage; fire; flood; explosion; accident; riot; strike; labour difficulty or other concerted act of workmen, whether direct or indirect; declaration of national emergency; mobilization of industry whereby material and labour required for manufacture of the Product are allocated or controlled; or any other cause not within the control of the Seller or which the Seller is unable to avoid by exercise of reasonable care. Upon any such occurrence, the estimated time for delivery of the product shall be extended for a time which is reasonable in relation to the cause of such event.

14. CHANGES – Buyer may authorize changes, in writing, to the delivery schedules, drawings, quantities, designs and specifications. Seller is not authorized to follow any other changes requested orally or by any other employee of Buyer, and Buyer shall not be liable to Seller for any additional costs incurred if Seller does so. If any properly requested change affects the cost or delivery schedules of this Purchase Order, an equitable adjustment shall be made and notified to the Buyer.

15. PUBLICITY – Seller shall not, without first obtaining written consent of Buyer, in any manner advertise or publish the fact that Seller has supplied or contracted to supply the Buyer the materials or services mentioned herein.

16. ASSIGNMENT – Seller shall not delegate any duties or assign any rights or claims under this Purchase Order without the prior written consent of Buyer.

17. TERMINATION – Buyer may terminate this Purchase Order, with or without cause, in whole or in part at any time by written notice stating the extent and effective date of such termination. In the event of such a termination, Buyer shall be liable to pay Seller only for acceptable goods delivered or services performed before the effective date of termination.

18. COMPLIANCE WITH LAWS – Seller shall comply with all applicable legal and statutory requirements, laws, rules and regulations.

19. INSURANCE – The Seller shall procure and maintain such insurance as is required by law or regulation as of the date of execution of this Purchase Order. Notwithstanding any provision contained herein, the Seller, and its employees, agents, representatives, consultants, subcontractors and suppliers, are not insured by Buyer, and are not covered under any policy of insurance that Buyer has obtained or has in place.

20. AUTHORITY – Each party represents that the person signing this Purchase Order on the party’s behalf has been duly authorized to execute this Purchase Order on behalf of such party, and each of the signatories hereto signing in a representative capacity warrants and represents that he or she has been duly authorized by and on behalf of his or her respective principal to execute this Purchase Order.

21. INVALID TERMS – Each provision of this Purchase Order shall be held valid and enforceable to the fullest extent permitted by law. If any term, provision, covenant, and/or condition of this Purchase Order is held by a court or regulatory body of competent jurisdiction to be invalid, void, and/or unenforceable, the rest of the Purchase Order shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. In the event such determination prevents the accomplishment of the purpose of this Purchase Order, the invalid provision shall be restated to conform to applicable law and to reflect as nearly as possible the original intent of the Parties.

22. ENTIRE AGREEMENT – This is the entire agreement between the parties relative to this Purchase Order. It supersedes and replaces any and all previous understandings, commitments or agreements, oral or written, related to this Purchase Order unless they are expressly incorporated by reference in this Purchase Order.

23. CONFLICT OF INTEREST – Seller represents and warrants that its fulfilment of the obligations under the Purchase Order and all modifications thereto, and its performance as a supplier of Buyer, will not breach any agreement or other obligation that Seller may have to any third party, including, but not limited to prior buyers. Seller agrees that during its performance as a supplier of Buyer, Seller will not improperly use or disclose any proprietary information or trade secrets belonging to any non-Buyer person or business and that Seller will not bring onto Buyer’s premises any unpublished document or proprietary information belonging to any such person or business unless consented to in writing by such person or business.

 

AS9100 PURCHASE ORDER TERMS & CONDITIONS As a supplier to CSS, it is understood that your organization agrees to meet the following stipulations/AS9100 requirements whenever a CSS purchase order specifies that the order is for an AS9100 application or contains some similar aerospace/AS9100 reference. The following additional terms and conditions apply to AS9100-covered purchased orders.

(a) CSS reserves the right of final approval of product, procedures, processes, and equipment.

(b) All special processes required by this purchase order must be performed by qualified personnel.

(c) CSS reserves the right to review and approve the Supplier’s Quality Management System. Standard QMS requirements include: • Suppliers providing a special processing must maintain a system for validating processes similar to that of a NADCAP (National Aerospace and Defence Contractors Accreditation Program) program, or other systems as required by this purchase order.

• Customer directed sources must operate in accordance with the approved specifications and standards as dictated and controlled by the customer in question.

• Suppliers initially approved for use via certification (e.g., ISO, AS9100, ISO 17025, AS9120) must notify our organization of any changes to that certification.

(d) The supplier shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.

(e) CSS reserves the right to approve or specify any designs, test, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items, including key characteristics

(f) CSS reserves the right to designate requirements for test specimens for design approval, inspection/verification, investigation auditing.

(g) The Supplier is required to:

• Notify CSS of nonconforming product immediately upon discovery.

• Obtain CSS approval for nonconforming product disposition.

• Notify CSS on nonconforming product and/or process, changes of suppliers, and changes to manufacturing facility locations

• Flow down to the supply chain applicable requirements, including customer requirements.

(h) Supplier 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 7 years for government orders and 2 years from completion of purchase order.

(i) CSS reserves the right of access by our representatives, our customers, and any regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records

(j) Supplier shall ensure that personnel are aware of:

• their contribution to product or service conformity;

• their contribution to product safety;

• the importance of ethical behaviour.

(k) CSS reserves the right to conduct audits, either by way of CSS auditors, or by any other third party auditor authorised by CSS, of the Supplier’s QMS including all relevant documentation and records.