PURCHASE ORDER (PO) TERMS, CONDITIONS AND INSTRUCTIONS
1. DEFINITIONS. In these Terms and Conditions “CONTRACT” means the Purchase Order, these
Terms and Conditions, any Annexes expressly referred to in the Purchase Order or Terms and Conditions,
and any other documents expressly incorporated by reference in the Purchase Order or Terms and
Conditions, but excludes the Request for Quotation., if any; “PURCHASER” means form or agency issuing
Purchase Order; “VENDOR” means the Offeror named on the face of the Purchase Order; “SUPPLIES”
means any goods being purchased under the contract; “ACCEPTANCE” takes place when Purchaser or his
representative has performed a final inspection of Supplies or Services and has executed an appropriate
“Acceptance form”; “DELIVERY”, unless otherwise specified in the Purchase Order, takes place when
Supplies are handed over to a carrier at the vendor’s facility or when services are performed.
2. CERTIFICATES OF CONFORMANCE: Certificates of conformance are required, certifying that all
materials and parts furnished against the attached All-System Aerospace International, Inc. purchase order,
have been manufactured in accordance with applicable OEM/Government and/or Customer specifications
and technical orders called out on the face of our purchase order.
3. INSPECTION: Unless otherwise stated in the Contract, Supplies to be provided by Vendor shall be
subject to inspection both before delivery and upon arrival in their final place of use or storage, by
Purchaser or its representative, at Purchaser’s option. Unless otherwise stated in the Contract, only
inspection at the final place of use or storage shall constitute final inspection, which must precede
Acceptance. Except as otherwise stated in the Contract, vendor shall meet the standards and requirements,
and be bound by the provisions of the non-Alternate clause set out in the Federal Acquisition regulations
52.246-2 in effect on the date of this contract. (“INSPECTION OF SUPPLIES-FIXED PRICE (APR
1996)”), and Purchaser shall have such right as the U.S. Government has under that clause. Purchaser
acknowledges that, prior to use, it will inspect all goods delivered. In the event that such inspection and
testing reveals any damage, error, shortage or deficiency in quality standards, Purchaser shall notify Vendor
within (90) ninety days of the date of delivery. If the Purchaser fails to make any claim within such time or
uses the goods, such failure or such use, as the case may be, shall constitute irrevocable acceptance of the
goods and the waiver of any and all claims with respect thereto.
4. DEFAULT: 4.1. If Vendor: (1) fails to deliver the Supplies or perform the Services within the time
specified herein or any approved extension thereof; (2) fails to comply with any other provision of the
Contract; (3) so fails to make satisfactory progress as to endanger performance of the Contract in
accordance with its terms; or (4) becomes bankrupt, makes an assignment for the benefit of creditors, goes
into liquidation whether compulsory or voluntary, or has appointed a receiver or manager of its property or
any part thereof, Purchaser may, by written notice of default to Vendor, terminate the whole or any part of
this Contract. Purchaser’s right to terminate this Contract under (2), (3), or (4) above may be exercised if
vendor does not cure such failure within (10) ten days (or more if authorized in writing by Purchaser) after
receipt of notice from Purchaser specifying the failure. Vendor shall notify Purchaser as soon as Vendor
has reason to believe that an event (including an event relating to a subcontractor) constituting a default has
taken place or is about to take place.
4.2. In the event of such termination, Purchaser may, without prejudice to any other rights arising herein or
arising otherwise under law, procure Supplies and Services similar to those so terminated, and Vendor shall
be liable to Purchaser for any excess costs of such similar supplies. In the event of such termination,
Purchaser shall have no obligation to pay for the work done by Vendor, except to the extent payment is
expressly required under this Contract for Supplies and Services delivered to and accepted by Purchaser. In
Purchaser terminates part of this Contract pursuant to this clause, Vendor shall continue the performance of
this Contract to the extent not terminated by Purchaser.
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4.3. If this Contract is terminated as provided in clause 4.1., Purchaser, in addition to its other rights, may
require Vendor to deliver, as and to other extent directed by Purchaser, (1) any completed Supplies and (2)
such partially completed Supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings,
information, and rights (herein called “manufacturing material”) as Vendor has produced or acquired for
the performance of such part of this Contract as has been terminated. Payment for completed Supplies shall
be at the contract price. Payment for manufacturing material shall be at reasonable price based on the value
of such material in relation to the price of finished supplies.
4.4. If, after notice of termination of this Contract under the provision of this clause, it is determined for
any reason that Vendor was not in default, the rights and obligations of the parties shall be the same as if
the notice of termination had been issued pursuant to the “Termination for Convenience” clause of this
Contract.
5. QUALITY ASSURANCE REQUIREMENTS: 5.1 The vendor is responsible for maintaining effective
control of the quality of supplies. If the vendor himself is not the manufacturer of supplies, he shall impose
these quality requirements upon his subcontractors. 5.2 Employees authorized by All-System Aerospace,
representative of customer of All-System Aerospace and the representatives of public authorities shall have
the access to all business premises (at all times during regular business hours) in which work is carried out
for All-System Aerospace, irrespective of whether these are business premises of the vendor or of his
subcontractors, and may inspect all applicable and order-related documents for auditing purposes or to
verify legal requirements. 5.3 Any changes to supplies and/or the process definition shall be immediately
notified to All-System Aerospace and written approval must first be obtained before delivery of the item.
5.4 All-System’s purchase information shall be flowed down to any subcontractors. 5.5 Quality records of
products delivered shall be retained for a minimum of fifteen years unless otherwise required by contract.
All-System Aerospace retains the right of first refusal prior to disposal. After the applicable
minimum retention time, hard copies of quality records that are being disposed of shall be destroyed.
5.6 All-System Aerospace shall be informed of nonconforming processes, products or services and written
approval must be obtained for their disposition. 5.7 The vendor shall prevent the use of suspected
unapproved, unapproved, and counterfeit parts. 5.8 The vendor shall determine, plan, implement and
control the processes (which may include statistical techniques and related instructions) for product
acceptance. 5.9 The vendor shall ensure that Employees are aware of their contribution to product
conformity, their contribution to product safety and the importance of ethical behavior.
6.TERMINATION FOR CONVENIENCE: Purchaser shall have such rights to terminate for its
convenience all or any parts of this Contract as the U.S. Government has under the non-Alternate clause set
out in Federal Acquisition regulation 52.249-2 (“TERMINATION FOR CONVENIENCE OF THE
GOVERNMENT (FIXED PRICE) (APR 2004). In the event of such termination, the rights and obligations
of Purchaser and Vendor shall be set forth in that clause.
7. WARRANTY AS TO SUPPLIES AND SERVICES: Vendor warrants that all Supplies shall be free
from defects in materials and workmanship and shall conform to the specifications, drawings, and samples,
if any, and to all other requirements of this Contract. In addition, without derogation from the foregoing,
standard commercial Supplies and Services shall be covered by the most favorable warranties that Vendor
gives to any customer for such Supplies or Services. Purchaser shall give written notice to Vendor of any
breach of warranties in this Clause 7 within (12) twelve months (5 years in the case of latent defects) of
delivery of the non-conforming Supplies or Services. Within a reasonable time after such notice, Purchaser
may either (1) by written notice require Vendor promptly and at Vendor’s expense to correct or replace any
Supplies, Services, or parts thereof (including preservations, packaging, packing, and marking) that do not
conform to the requirements of this contract and pay all shipping costs incident thereto, or (2) retain such
Supplies or Services or parts, whereupon the Contract price thereon shall be reduced by an amount
equitable under the circumstances.
8. CORRECTED OR REPLACEMENT SUPPLIES: Any Supplies, Services or parts thereof corrected
or furnished in replacements pursuant to Clause 7, shall be subject to the provisions of Clause8 to the same
extent as Supplies or Services initially delivered. The warranties with respect to such Supplies or Services,
or parts shall run from the date of delivery of such corrected or replacement Supplies or Services, and
Purchaser shall give written notice of any breach of warranties within (12) twelve months (5 years in the
case of latent defects) of delivery of the non-conforming Supplies or Services.
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9. PATENT AND OTHER RIGHTS: With respect to Supplies manufactured by Vendor, Vendor shall
indemnify and hold harmless Purchaser and its officers, agents, and employees against any damage or
liability, including costs and attorney’s fees, for infringement or alleged infringement of any patent
copyright, trademark, trade secrets, or intellectual property right, and, if so requested by Purchaser, shall
defend at Vendor’s expense any suit or action based in whole or in part on such infringement or alleged
infringement. This indemnity shall not apply unless Purchaser informs Vendor, as soon as practicable, of
the suit or action alleging such infringement and Vendor shall have been given such opportunity as is
afforded by applicable laws, rules or regulations to participate in its defense.
This indemnity shall not apply to: (1) an infringement resulting from compliance with specific
written instructions of Purchaser directing a charge in the material or equipment to be used, or directing a
manner of performance of the Contract not normally used by vendor; (2) an infringement resulting from
addition to or change in Supplies or components furnished that was made subsequent to delivery or
performance; or (3) a claimed infringement that is unreasonably settled without the consent of vendor,
unless required by final decree of a court of competent jurisdiction.
10. DISPUTES: Any dispute, controversy or claim arising out of or relating to the Contract, or the breach,
termination or invalidity thereof, shall be resolved through arbitration before one arbitrator in the State of
New York or other location chosen by the arbitrators as governed by the New York State arbitration laws
or under the rules of the United Nations Commission on International Trade Law (UNICITRAL) as at
present in force. If the parties cannot agree upon the choice of the arbitrator, the arbitrator shall be
appointed by the appropriate regulatory agency. All-System Aerospace International, Inc. shall be
reimbursed all costs and attorney’s fees incurred as a result of such dispute, controversy or claim arising
out of or relating to the Contract, or the breach, termination or invalidity thereof.
11. VARIATIONS IN QUANTITY: No variation in quantity of any item called for by this Contract will
be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or by
allowance in manufacturing processes, and then only to the extent, if any, specifically authorized by
Purchaser.
12. CHANGES: Purchaser may at any time, by a written order, make changes within the general scope of
the Contract, in any one or more of the following: (1) drawings, designs, or specifications of Supplies; (2)
method of shipment or packing of Supplies; (3) description or Services or time of their performance; and
(4) place of delivery of Supplies or performance of Services. If any of the changes cause an increase or
decrease in the cost of or the time required for the performance of any part of the work under Contract,
whether changed or not changed by any such order, an equitable adjustment shall be made in the Contract
price or delivery schedule, or both, and the Contract shall be modified in writing accordingly. Any claim by
the Vendor for adjustment under this clause must be asserted within (30) thirty days from the date of
receipt by vendor of the notification of change, provided however, that Purchaser, if he decides that the
facts justify such action, may receive and act upon any such claim asserted at any time prior to final
payment under the Contract. Where the cost of property made obsolete or excess as a result of the change is
included in Vendor’s claim for adjustment, Purchaser shall have the right to prescribe the manner of
disposition of such property. Failing to agree to any adjustment shall be a dispute within the meaning of a
clause of the Contract entitled “DISPUTES”. However, nothing in this clause shall excuse Vendor from
proceeding with one Contract as changed.
13. PROPRIETARY INFORMATION: All technical data or information communicated by Purchaser to
vendor in connection with this Contract is considered commercial-on-confidence and proprietary to
Purchaser, and the data and information shall be used only in performance of the Contract and shall not be
disclosed to third parties.
14. PRECEDENCE: In the event of any inconsistency, the following documents shall take precedence in
the following order: (1) the Purchase Order; (2) these Terms and Conditions; (3) other documents
incorporated in the Contract by reference.
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15. CODE OF CONDUCT: 15.1 Suppliers shall comply with all applicable laws and regulations of the
countries in which operations are managed or services provided. 15.2 Suppliers are expected to treat people
with respect and dignity, encourage diversity, remain receptive to diverse opinions, promote equal
opportunity for all, and foster an inclusive and ethical culture, in accordance with applicable laws and
regulations. 15.3 Suppliers are expected to ensure that their employees are afforded an employment
environment that is free from physical, psychological, and verbal harassment, or other abusive conduct.
15.4 Suppliers are required to refrain from offering or making any improper payments of money or
anything of value to government officials, political parties, candidates for public office, or other persons.
This includes a prohibition on facilitating payments intended to expedite or secure performance of a routine
governmental action like obtaining a visa or customs clearance, even in locations where such activity may
not violate local law. 15.5 Suppliers are expected to avoid all conflicts of interest or situations giving the
appearance of a potential conflict of interest. 15.6 Suppliers are expected to create accurate records, and not
alter any record entry to conceal or misrepresent the underlying transaction represented by it. 15.7
Suppliers shall properly handle sensitive information, including confidential, proprietary, and personal
information. 15.8 Suppliers are expected to establish an appropriate management system for Environment,
Health and Safety. Suppliers shall comply with all applicable environmental, health and workplace safety
laws and regulations. 15.9 Suppliers must ensure that their business practices are in accordance with all
applicable laws, directives and regulations governing the import of parts, components, and technical data.
15.10 Suppliers are expected to provide their employees with avenues for raising legal or ethical issues or
concerns without fear of retaliation. Suppliers are also expected to take action to prevent, detect, and
correct any retaliatory actions.
ANNEX A
TECHNICAL AND QUALITY ASSURANCE REQUIREMENTS
The following is a list of technical and quality assurance requirements which are to be adhered to in ALL
instances as applicable to the items being supplied.
RUBBER-ITEMS: Packings, O-rings, and rubber items are to be packed conforming to current
specification MIL-P-4861. Preservation methods are to conform to sub-method 1C-1 of specifications MILP-116. All O-rings/ packings are to be INDIVIDUALLY packaged in accordance with paragraph 3.6 of
MIL_P_25732C which states: “each envelope shall have the following information printed on the outside:
NSN; P/N; MANUFACTURER’S NAME/CODE; BATCH NUMBER; CURE DATE, SHELF LIFE.”
SHELF LIFE: Items age from date of cure to date of delivery to our receiving facility shall not exceed 2
QUARTERS. Items which have a cure date that exceeds the 2 QUARTERS limit must be accepted on a
case-by-case situation and accepted by an authorized representative of ALL-SYSTEM AEROSPACE
INTERNATIONAL, INC.
ADHESIVES: Material is to be newly manufactured and is to have MAXIMUS SHELF LIFE available at
time of receipt at ALL-SYSTEM AEROSPACE INTERNATIONAL, INC. The items offered must
originate from and bear the part number of the manufacturer specified on the applicable QPL and comply
with the relevant military/ government/ manufacturer specifications. An item DATA SHEET is to be
provided with each consignment. In addition, the following information is to be provided as marking on
individual containers and also on the outside of any bulk containers of individual items: DATE OF
MANUFACTURE, SHELF LIFE, STORAGE CONDITIONS, MANUFACTURER’S NAME, PART
NUMBER, and BATCH NUMBER, EXPIRATION DATE.
RESTRICTED ITEMS: The SUPPLIER/ MANUFACTURER of a “restricted Article” must provide
certification and or information to ALL-SYSTEM INTERNATIONAL, INC. that allows them to ship the
material under DOT (Dept. of Transportation) and/or IATA regulations.
MATERIAL CONDITION: All material supplies to ALL-SYSTEM AEROSPACE INTERNATIONAL,
INC. must be identified clearly if it is not FACTORY NEW (FN) or NEW MANUFACTURE (NM). The
following are definitions of material conditions: New SURPLUS (NS); OVERHAULED CERTIFIED
(OHC)
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EXPORT LICENSES: The MANUFACTURER/ SUPPLIER must state if item(s) require: A) STATE
DEPT. LICENSE; B) COMMERCE DEPT. LICENSE; or of the item(s) being ordered are commercial use
only, military use, or both.
