The purchase order which incorporates any prior specifications, samples, or description of the goods, and all express and implied warranties, becomes the entire and exclusive agreement between Purchaser and Seller when acknowledged by Seller in writing or, if earlier, when Seller commences performance. By accepting this purchase order or by shipping goods in response to it, Seller agrees that Purchaser is not to be bound by any term or condition of Seller in any written acknowledgment, invoice, or otherwise which is inconsistent with or in addition to the terms and conditions herein and that any such inconsistent or additional terms are rejected by Purchaser.
- 2. Invoicing
- A separate original invoice is required for each shipment under this order, and no invoice will cover material on more than one order.
- Discount period and net payment period will be calculated from date of receipt of acceptable materials or services or acceptable invoices, whichever is received the later.
- Payment of invoice does not constitute inspection and acceptance of material covered by this order.
- Payment to Seller is subject to set-off for any claims that Purchaser or its affiliates may have against Seller or its affiliates.
- Method of Payment
API reserves the right in its sole discretion to select its method of payment (i.e., credit card, check, etc.) for any order. Regardless of the method of payment API selects, no additional fees or charges of any kind will apply to the order. Seller also agrees to keep confidential any credit card or banking information provided by API and Seller shall indemnify API for any misappropriation or misuse of such confidential information.
- Inspection and Acceptance or Rejection
All articles, equipment and material (hereinafter referred to as “material”) to be delivered by Seller will be subject to inspection by Purchaser at all reasonable times during manufacture, in addition to post-delivery inspection. Inspection and acceptance by Purchaser shall not relieve Seller of any of the obligations under clause 7 below. Seller shall provide, without cost, all reasonable facilities and assistance required for any inspections or tests to be conducted by Purchaser at Seller’s facilities. This right of inspection, whether exercised or not, shall not affect Purchaser’s right to revoke acceptance or pursue other remedies if defects or nonconformities are discovered later notwithstanding that any defect or nonconformity could have been discovered upon inspection.
NONCONFORMING MATERIAL CONTROL: The seller will maintain an effective, documented system for control of nonconforming articles, which include identification, segregation, review and processing of nonconforming articles.
The seller will not accept nonconforming articles, other than the Seller’s proprietary products, unless authority to conduct Material Review activities has been granted by API. Sellers of proprietary products will not conduct Material Review action or discrepancies that will result in a departure from the requirements of API or customer specifications.
Seller will submit nonconformance’s to API Quality Manager within two (2) working days, by phone from the date of the discovery and within seven (7) working days by letter.
COUNTERFEIT PARTS: External provider represents and warrants that it has policies and procedures in place in compliance with AS5553 and AS6174 to ensure that none of the supplies or materials furnished under this Purchase Order are “suspect/counterfeit parts” and certifies, to the best of its knowledge and belief, that no such parts have been or are being furnished to Buyer by external provider.
Any suspect/counterfeit parts received by API will be held in quarantine pending further investigation. API reserves the right to notify appropriate authorities for any confirmed counterfeit parts.
PRODUCT SAFETY: External providers will assure their contribution to product safety by being accountable, compliance to the process, attention to detail and having the knowledge of the product usage.
RECORD RETENTION: Supplier will retain all records pertaining to this order for a period of 10 years. If the supplier cannot do this for any reason the supplier is to forward all records to API. If API requires records to be retained longer than 10 years it will be stated on the purchase order. The supplier will contact API purchasing department before destroying any records for approval.
CODE OF CONDUCT: Suppliers and business partners shall comply to the “Supplier Code of Conduct” found on this website.
Seller will have a procedure in place for control of Counterfeit Parts.
- Substitution; Extra Charges
Substitution of material or extra charges will not be permitted unless authorized in writing by Purchaser. Material delivered in error or in excess of quantity ordered may be returned by Purchaser at Seller’s expense.
Purchaser may, at any time, by written order, and without notice to sureties (if any) make changes in this order. If any such change will cause an increase or decrease in the cost of, or the time required for, Seller’s performance of this order, an equitable adjustment in the order price or delivery schedule, or both, shall be agreed to by the parties, and the order shall be modified in writing accordingly. Unless otherwise directed or agreed to in writing by Purchaser, the parties shall reach agreement on such modifications at the time the change is made and prior to any further work being done on that portion of the order which is affected by the change. No changes shall be initiated by Seller, including changes in design, material, schedule or costs, without Purchaser’s written approval on an approved order form.
Unless otherwise provided on the face of this order, Seller warrants that all materials supplied under this order are of merchantable quality and are free from defects in design, materials, workmanship, and title, are fit for purposes for which goods of that type are ordinarily used as well as for any purposes Seller has specified or advertised, and that the materials conform in every respect to the specifications of this purchase order and any applicable sample or description given to Purchaser. Seller further warrants that all workmanship shall be first class, and the materials purchased will be (a) supplied in strict accordance with specifications and drawings, (b) new and of the most suitable grade of their respective kinds for the purpose, and (c) installed to the satisfaction and with
the approval of Purchaser. In addition, Seller incorporates by reference and passes on to Purchaser the benefits of all warranties given to Seller by persons from whom Seller purchased any of the materials. Seller shall, within a reasonable time after receipt of written notice thereof, make good at its own expense and without cost to Purchaser, any defects in materials or workmanship which may appear within two years after date of delivery, unless a different period of guarantee is provided in this order, and shall pay for all other resulting damage, loss or claims arising out of defective or nonconforming materials if a claim is made by Purchaser within the applicable period of guarantee. The warranty with respect to corrected or replaced material or a component thereof shall be the same as that given to the original. Seller’s implied warranties of Merchantability and Fitness for a Purpose shall continue without limitation.
- 8. Purchaser Approvals
Approvals provided by Purchaser of Seller’s designs, drawings, samples, test results, procedures, processes, schedules, or of other items as may be called for under this order are intended only for the purpose of assuring Purchaser that Seller is proceeding in a manner which it appears will result in a product meeting the requirements of the order. No such approval shall in any way limit or diminish Seller’s warranties hereunder, or relieve Seller of its responsibility for designing and producing the material to be supplied hereunder or be construed to imply that Purchaser acknowledges or warrants to Seller in any manner whatsoever that Seller’s work will result in a finished product which will satisfy the requirements of this order.
- Cancellation; Excusable Delay
- Time is of the essence. If Seller can fulfill its delivery obligation only by shipping by premium routing, the premium charges shall be at Seller’s expense and, if shipment is f.o.b. point of shipment, Seller shall reimburse Purchaser for the premium paid. Purchaser may cancel this order in whole or in part in the event that Seller fails or refuses to deliver any of the materials purchased within the time provided, or if it becomes evident that Seller is not conducting the work in accordance with specifications, or with such diligence as to permit delivery on or before the delivery date. In such event Purchaser shall have all of the rights and remedies prescribed by law for Seller’s breach, in addition to those specifically provided for here. Acceptance by Purchaser of all or any part of the material shall not constitute a waiver of any claims which Purchaser may have for delays in delivery.
- In the event Purchaser cancels this order in whole or in part as provided in paragraph a above, Purchaser may procure, upon such terms and in such manner as Purchaser deems appropriate, materials or services similar to those so cancelled, and Seller shall be liable to Purchaser for any excess cost for such similar materials or services. When termination hereunder is only partial, Seller shall continue the performance of this order to the extent not terminated.
- This order may be cancelled by Purchaser at any time in whole or in part by oral notification followed by written confirmation to Seller. Seller will immediately cease performance under the order upon receipt of notification of cancellation (unless otherwise specified by Purchaser). Seller must submit a cancellation statement to Purchaser no later than 30 days after the effective date of cancellation. Any reimbursement to Seller must be mutually agreed upon and will not exceed (i) the contract price for completed goods accepted by Purchaser and not previously paid for and (ii) the actual costs incurred by Seller directly in the performance of the work cancelled that was within lead time at the effective date of cancellation. In no event will Purchaser be responsible for any loss of profit or for payment for any work that is or may be rejected upon inspection or does not conform to Purchaser’s specifications or purchase order requirements.
- Notice of Labor Disputes
Whenever the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, the Seller shall immediately give notice thereof, including all relevant information with respect thereto, to the Purchaser.
- 11. Indemnity
Seller agrees to defend, indemnify and hold harmless Purchaser, its officers, agents, employees, successors and assigns, against any claims, loss, damage, or expense, including, without limitation, payment of direct, special, incidental and consequential damages, and expenses of defending claims, including attorneys’ fees at trial or on appeal. This duty to defend, indemnify and hold harmless extends to any suit, claim, judgment or demand which may arise out of or in connection with Seller’s performance or nonperformance of this purchase order, out of Seller’s breach of warranty, out of any defect in the supplies or materials, out of any patent infringement or misappropriation of trade secrets, or failure of Seller to pay royalties, or any other breach of Seller’s obligations hereunder, whether such claim or suit is based upon contract, warranty, strict liability in tort, negligence, or other legal theory, and also extends not only to “third party claims” but also to any direct loss suffered by Purchaser. Purchaser shall inform Seller of any claim, demand or suit asserted or instituted against it and to the extent of Purchaser’s ability to do so, permit Seller to defend the same or make settlement in respect thereof. This clause shall not apply to any material which is modified by Purchaser after delivery to the extent the suit, claim, judgment or demand arises as a result of such modification, or to material which is combined by Purchaser with apparatus or things not furnished hereunder to the extend such combination gives rise to the suit, claim,
judgment or demand.
Disclosure by Seller to others of information concerning this order or the work to be performed hereunder may result in the disclosure of information which Purchaser considers to be proprietary or confidential. Seller shall not, without the advance written consent of Purchaser, publish or otherwise disclose to others (including Purchaser’s Customers, unless and to the extent otherwise directed in writing by Purchaser), any information concerning this order, including the fact of its existence, the terms and conditions thereof, prices, quantities, specifications, time of delivery or any other matter whatsoever. Seller also shall not, without the advance written consent of Purchaser, publish or otherwise disclose to others any information concerning Purchaser’s premises (including processes, equipment, personnel, dimensions, production capacity or commitments, workload or any other matter whatsoever), which may be disclosed to or observed by Seller as a result of access to Purchaser’s or its Customer’s premises.
- Special Tooling
- Purchaser may at any time reimburse Seller for the cost of the whole or any part of special dies, tools, patterns, and replacements used in the manufacture of the articles herein ordered, and shall thereby become the owner and entitled to possession of same.
- If the price on the face hereof includes separately the cost of any dies, tools, and/or patterns acquired by Seller for the purpose of filling this order, such dies, tools, and/or patterns shall become the property of Purchaser, and Seller shall, to the extent feasible, identify said property as Purchaser directs. When this order has been completed, such dies, tools and/or patterns shall be disposed of only as Purchaser directs.
- Seller assures complete liability for any Purchaser-owned or Purchaser-furnished tooling articles and materials furnished to Seller on a charge basis in connection with this purchase order and Seller agrees to pay for all such tooling articles and materials spoiled by it or not otherwise satisfactorily accounted for. Title to the aforesaid Purchaser-owned or Purchaser-furnished tooling articles or materials shall at all times remain with Purchaser. Seller is and shall be a bailee for the benefit of Purchaser of all such tooling, articles and materials.
- Statutory Compliance; U.S. Export Controls
All applicable provisions of the contract between Purchaser and the Government or any higher-tier contractor and all statutes, DFAR/FAR regulations, orders or similar provisions which by law or regulation are required to be made a part of this agreement are by this reference specifically incorporated as provisions of this agreement and Seller assumes the same obligations toward Purchaser that Purchaser has assumed toward the Government or any higher-tier contractor. Seller shall comply with all applicable federal, state, and local laws and ordinances and all orders, rules, and regulations thereunder, and the supplies, equipment, and services furnished by Seller under this order shall comply with such laws and regulations. This includes strict compliance with all applicable export control or trade laws and regulations of the United States or other jurisdictions.
- End of Life
In addition to Seller’s obligations to manufacture goods or material under any long-term agreement with Purchaser, Seller will, in the event Seller intends to replace or discontinue the manufacture of any good or material, give Purchaser at least 6 months prior written notice and accept additional orders for such good or material until the end of the 6-month notice period. In no event may Seller discontinue manufacture of a good or material until all outstanding orders for such good or material have been filled.
- Waiver and Remedies
No waiver of any breach of this order or the terms and conditions thereof shall be held to be a waiver of any other or subsequent breach. All rights and remedies afforded Purchaser in this order shall be taken and construed as cumulative; that is, in addition to every other right and remedy provided under the order or by law.
- Assignment; Subcontracting
Seller shall not assign any rights or obligations arising under this order or any interest therein or claims thereunder, and shall not subcontract any portion of the work to be performed without the prior written consent of Purchaser or Purchaser’s assignee. Seller shall insert in any subcontract under which all or part of the work hereunder will be performed provisions making the terms, conditions and requirements of Clauses 6 and 16 applicable to such subcontractor.
- Governing Law
This order and all rights and obligations hereunder shall in all respects be governed by and construed in accordance with the laws of the state of Oregon, excluding its choice of law rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. The parties agree that, in any effort to enforce the terms and obligations hereunder, the complaining party will first notify the other party in writing of the alleged dispute and the parties will attempt in good faith to resolve the dispute through prompt discussion and meeting between representatives having decision-making authority regarding the dispute. If the dispute is not resolved by the 30th day after written notice of the dispute was first made, the complaining party may seek appropriate legal action provided that either party may seek preliminary injunctive or other equitable relief at any time to prevent irreparable harm. The parties agree to personal jurisdiction in the state and federal courts in Multnomah County, Oregon and that venue is proper in such courts.
The only changes to this purchase order by which Purchaser will be bound are express, written changes, signed by an authorized representative of Purchaser. In no event shall Purchaser’s silence be construed as an acceptance of proposed changes in or additions to this purchase order.
Unless otherwise agreed in writing, the contract price includes all applicable federal, state and local taxes, tariffs, import duties, commissions or other charges.
- Government Contract
- If this Order is a subcontract under a Government Contract, Seller agrees that all terms and conditions required by law, including, by way of illustration and not limitation, the pertinent provisions of the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement are incorporated herein and are deemed to be part hereof. b. Specifically, if this Order is a subcontract under a Government Contract and the subcontract amount meets the required threshold amount and Seller is not otherwise exempted by the regulations, Seller agrees that the following contract clauses in effect on the Order date are incorporated by reference with the same force and effect as if they were given full text: (1) Executive Order 11246 equal opportunity clause as set forth in 41 CFR 60-1.4(a); (2) This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741(a). These regulations prohibit discrimination against qualified individuals and protected veterans on the basis of disability or veteran status and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities and protected veterans; (3) Section 503 of the Rehabilitation Act of 1973, as amended, equal opportunity clause as set forth in 41 CFR 60-741.5; and (4) Executive Order 13496 of January 30, 2009, employee notice clause as set forth in 29 CFR Part 471, Appendix A to Subpart A.