The following conditions of purchase are the sole conditions applicable to orders and purchase agreements made by us. Alterations and additions as well as conditions of sale of the supplier which differ from these conditions of purchase are valid only if written confirmation of their acceptance as an addition to our conditions of purchase has been issued by us. The acceptance of deliveries or supplies or payment for the same shall not imply agreement to the conditions of sale of the supplier.
2.1 Details of orders, purchase agreements and requests for delivery as well as alterations or additions to them must be given in writing. Requests for delivery may also be made via electronic data transmission. Preexisting or contemporaneous oral agreements require written confirmation from us in order to be valid 2.2 If the supplier does not accept the order within two weeks of receipt, we have the right to cancel. Our requests for delivery become binding if not refused by the supplier within five working days of receipt.
3.1 Alterations to purchase agreements and orders made by us are only permissible with our prior written agreement. Agreed dates and deadlines are binding and time of delivery shall be of the essence of the contract. The definitive date with regard to the adherence to agreed delivery dates and deadlines is the date of receipt by us. The property in the goods shall pass to us on delivery.
3.2 If agreed dates are not adhered to due to circumstances for which the supplier is responsible, we have the option, without affecting our remaining legal rights, upon reasonable notice, to withdraw from the contract, to obtain replacement goods from a third party and/or to claim damages for breach of contract. We are entitled to claim reimbursement of all additional costs arising from the failure to comply with agreed dates or deadlines for the supply of goods or services for which the supplier is responsible. The acceptance of overdue goods or services does not imply renunciation of claims to damages.
3.3 If the supplier foresees difficulties with manufacture or the supply of raw materials or if circumstances beyond his control occur which are likely to prevent him supplying the goods within the agreed time limits and with the agreed quality the supplier shall notify the ordering department immediately.
3.4 Unless proven otherwise, the quantities, weights and dimensions ascertained by us in the course of inspection of goods upon receipt shall be considered definitive for the purposes of this contract.
4. Force Majeure
Acts of Nature, industrial disputes, interruptions of operation beyond our control, public disturbances, the action of public authorities and other unavoidable occurrences entitle us to partially or completely withdraw from the conditions of the contract provided they result in a significant reduction of our requirements.
5. Delivery Advice and Invoice
The instructions in our orders and requests for delivery apply. A single copy of the invoice is to be sent to the appropriate address; it must not be included with the consignment of goods.
6. Price and Passage of Risk
Unless otherwise agreed, prices are for delivery to AAVF and include packing. Value added tax is not included. The goods remain at the risk of the supplier up to the point of acceptance of the goods by us or our representative at the agreedupon place of delivery.
7. Conditions of Payment
Unless otherwise agreed, payment of invoiced amounts will be made within 7 days from date of invoice with deduction of a 3% discount or within 14 days from date of invoice with a deduction of 2% discount or within 60 days from end of month of invoice without deduction. Payment is made subject to the right of auditing.
8.1 Acceptance of goods is subject to the right of inspection for correctness and suitability. We have the right to inspect the goods or services provided and as soon as this is feasible in the normal course of business. We will give notice of any failings immediately on discovery. To this extent the supplier waives the right to object to complaints as untimely.
8.2 For unsatisfactory goods or services we have the right, without adversely affecting our other statutory rights, to demand at our option (a) replacement or repair at supplier’s expense, (b) reduction of the purchase price or (c) partial or complete cancellation (rescission) of the contract. The period of guarantee is twelve months unless a longer period is agreed in specific cases.
8.3 If more thorough inspection of goods on receipt is required than normally necessary as a result of unsatisfactory delivery the cost of this is to be borne by the supplier.
8.4 In extraordinary cases, especially where it is necessary to avoid unacceptable dangers or
excessive damage we have the right to rectify the deficiencies ascertained ourselves at the
expense of the supplier.
9. Product Defects
In the event that a customer or other third party makes a product liability claim against us, the supplier shall indemnify us from liability for such claims to the extent that the damage has been caused by a fault in the product supplied by the supplier. In cases based on negligence, however, this only applies if the supplier has been guilty of negligence. To the extent that the claim is predicated on damages for which the supplier is responsible, the latter carries the burden of proof. In such cases all costs and expenses shall be borne by the supplier including the cost of any legal action or recall of goods. Beyond this statutory provisions apply.
10. Performance of Work
Persons who carry out work on our premises by way of fulfilment of the contract must comply with the relevant working regulations: instructions relating to entering and leaving factory premises must be followed. Liability cannot be accepted for accidents which occur on our premises involving such persons unless they are caused intentionally or as the result of negligence on our part.
11. Provision of equipment
Materials, components, containers and special packaging provided by us remain our property. They may only be used in accordance with their intended purpose. The processing of materials and the assembly of components is carried out for our purposes. It is agreed that we own a proportion of the products manufactured using our materials and components equivalent to the ratio of the value of the goods supplied by us to the value of the complete products; to which extent the supplier holds the products in safe custody to us.
Third parties shall not be allowed access to any documentation made available by us to the supplier, including samples, drawings, models, data and the like as well as any other information supplied by us, unless this information is clearly intended for public consumption or such disclosure is necessary for the fulfilment of the contract. Products which are manufactured using documentation drawn up by us such as drawings, models and the like or in accordance with confidential information supplied by us or using our tools or copies of our tools may not be used by the supplier himself or supplied to third parties. This applies by analogy to orders for printed material.
13. Place of Delivery
The place of delivery is the place to which the goods are to be supplied according to the terms of the order.
14. Applicable Law
All contracts made between the supplier and us shall be governed by and construed in accordance with English law.
Issue 2 March 2006
Addendum To Purchasing Terms And Conditions For Aerospace Orders
1. To communicate the minimum requirements expected by AngloKrempel from suppliers of goods or services related to Aerospace contracts. These are in addition to standard purchasing terms and conditions.
2. Suppliers who have a management system that meets and is accredited to a minimum of ISO9001 and preferably AS9100 will be used for Aerospace contracts wherever this is possible.
2.1 Suppliers who do not hold accreditations may be used in exceptional circumstances when approved by Quality and Purchasing.
2.2 All suppliers carrying out special processes must either hold NADCAP approval for that process or customer approval for all Aerospace products.
3. AngloKrempel will clearly annotate all purchase orders for Aerospace products to show that the order is Aerospace related where applicable. AngloKrempel will supply all relevant documentation drawings etc to support the order. If these are not supplied the supplier should ensure that they are received before commencement of the work.
3.1 Work must not commence until a purchase order is in place.
4. All materials used in the contract shall have full traceability back to its raw material state.
4.1 Raw materials should have certificates of analysis and certificates of conformity.
4.2 Consumables should have certificates of conformity.
4.3 Despatched goods should be sent with a certificate of conformity (reference to raw material certificates) and a despatch note.
4.4 Any free issue material that is scraped shall not be replaced by the subcontractor, a request for more material shall be made to AngloKrempel purchasing.
Inspection and Test
5. First deliveries shall unless agreed with AngloKrempel Quality be accompanied by a FAIR and test certificates where applicable.
5.1 Subsequent deliveries shall be certified as conforming to drawing or purchase order.
Use of Subcontract
6. Suppliers of Aerospace products to AngloKrempel shall not under any circumstances subcontract any process without the express permission of AngloKrempel.
6.1 Where an order requires that a subcontract operation must be carried out this should be clearly stipulated on the initial quotation.
6.2 No special process shall be subcontracted out by a subcontractor to any party that has not been approved by AngloKrempel.
6.3 All subcontracted work will remain the responsibility of the supplier.
7. All records in pursuance of the order shall be retained for a minimum of 20 years unless express permission is given by AngloKrempel quality to dispose of them.
7.1 If the supplier does not have the facility to store records for this time they may request that AngloKrempel store these records for them on their behalf.
7.2 All records must be kept legible and any mistakes should be scored through and signed, under no circumstances should correction fluid be used.
Audits and Rights of Access
8. The supplier should afford AngloKrempel its customers and regulatory bodies access at reasonable notice to carry out an audit or investigation.
9. All drawings of CAD models should be returned and not kept in any media to AngloKrempel after the contract has been fulfilled.
9.1 No drawings or reference to AngloKrempel’s customers to be passed onto any third parties without the approval of AngloKrempel.
10. All test and measuring equipment should have been calibrated and have traceability to National Standards.
11. The supplier warrants that it will manufacture and produce the products in accordance with the specifications in place at the time of manufacture and provides no warranties as to the accuracy or suitability of the specifications (or the basis upon which they are tested or prepared).
11.1 The Supplier shall, subject to article 1.4 of this appendix keep the customer indemnified in full against all loss, damage, costs and expenses awarded against or incurred or paid by the Customer as a result of or in connection with:
(i) The Supplier’s failure to perform its obligations as defined in the Customer Specifications.
(ii) Any infringement or alleged infringement of any intellectual property rights caused by any kind of uses, including, but not limited to, the offer, manufacture or supply of the Products.
11.2 If the Customer shall become the subject of a claim, which is directly related to the Product, the Supplier shall render all reasonable assistance as required by the Customer to settle and defend such claim (if such claims arise from the fault of the Customer, at the Customers cost).
11.3 The Supplier reserves the right to remove the defective products and replace at short notice removing all further liability to costs.
11.4 In relation to any indemnity provided by the Supplier and in relation to any other rights the Customer may have to claim damages against the Supplier, the Customer shall remain under a duty to take reasonable steps to mitigate its losses.
11.5 – The Supplier shall notify AngloKrempel of nonconforming product.
11.6 The Supplier shall obtain AngloKrempel approval before disposing or reworking nonconforming product.
11.7 The Supplier shall inform AngloKrempel of any changes to product/process, Manufacturing facility or sub supplier and obtain approval in writing for this.
11.8 The Supplier shall flow down these and any other requirements put on them by AngloKrempel.
Material Compliance Conflict Minerals
12. Anglo-Krempel will make every effort to ensure that the materials supplied and purchased by them will conform to the most uptodate legislation with regard to Conflict minerals.
12.1. Anglo-Krempel products do not contain Tantalium, Tin, Tungstun or Gold that has been mined in the Democratic republic of the Congo or surounding areas and has not been sourced from smelters or refiners that are not contained on the ʺConflict free smelter and refinersʺ list. Found at http://www.conflictfreesourcing.org/conflict-free-smelter-refiner-lists/. Andy Holmes - QHS Manager