Terms and Conditions
PURCHASE ORDER TERMS AND CONDITIONS
1. ACCEPTANCE: Supplier’s acceptance of this purchase order shall constitute an agreement to all terms and conditions set forth herein, which prevail and supersede any other terms & conditions, and shall be governed by the laws of the province or the state where the purchase order is originating from.
2. AGREEMENT: This purchase order constitutes a binding agreement between the Supplier and CM Manufacturing Inc. . These terms and conditions cannot be changed without prior consent of CM Manufacturing Inc. Additionally, the goods delivered to CM Manufacturing Inc. under this purchase order shall conform to specifications, attachments, models, drawings and any other requirements as described in the purchase order, and all goods shall be free from defects in material and workmanship. Title shall be transferred to CM Manufacturing Inc. upon delivery of the goods to CM Manufacturing Inc. premises, and shall be free and clear of all liens, security interest and any other claims whatsoever. All correspondence regarding this purchase order must reference CM Manufacturing Inc. purchase order number.
3. CERTIFICATION/QUALITY: Any document required as specified in these terms and conditions must accompany the goods at the time of shipment to CM Manufacturing Inc. and one copy shall be maintained on site at Supplier’s facility. All documentation pertaining to shipments shall be maintained by Supplier for a minimum of 10 years, unless otherwise stated in the purchase order. CM Manufacturing Inc. may request Supplier to provide electronic copies of all relevant certification documents to CM Manufacturing Inc. at time of shipment. The Supplier must notify CM Manufacturing Inc. prior to destroying any records relating to shipments to CM Manufacturing Inc.
4. AMENDMENT/CANCELLATIONS: CM Manufacturing Inc. reserves the right to amend this purchase order in part or whole at any time, or cancel this purchase order in part or whole , without penalty if terminated beyond the agreed lead-time.
5. COMPLIANCE WITH LAWS: Supplier agrees that all goods covered by this purchase order are manufactured in accordance with the requirements of all applicable government, federal, provincial, state, local laws, rules and regulations. Upon request, a certificate attesting to such compliance may be required.
6. DELIVERY AND PACKING: Delivery of all goods shall be made in accordance with the specified requirements on the purchase order. Failure to deliver goods on time or delivery of nonconforming goods may result in termination of the purchase order. Supplier may also be liable for any penalties, liquidated damages and additional costs incurred by CM Manufacturing Inc. Supplier shall package as per industry standard all goods for suitable and safe transportation to avoid damage.
7. CM Manufacturing Inc. PROPERTY: Unless otherwise agreed in writing by CM Manufacturing Inc., all supplies, methods & programs, materials, tools and equipment furnished or paid for by CM Manufacturing Inc. shall remain the “Property of CM Manufacturing Inc.” and shall be so marked. If kept at Supplier’s facility, it should be properly maintained and used exclusively for work performed for CM Manufacturing Inc. Supplier accepts responsibility for protecting CM Manufacturing Inc. property on their premises, against loss or, damage, replacement costs and shall, upon request, return property in good condition, except for normal wear, to CM Manufacturing Inc.
8. INSPECTION, REJECTION, & EXCESS SHIPMENTS: All goods are subject to inspection by CM Manufacturing Inc. at Supplier’s facility and/ or at CM Manufacturing Inc. facility. Rejected goods shall be removed, repaired or replaced by and at the expense of the Supplier promptly after notification of rejection. Final inspection and acceptance or rejection of the goods shall be made within a reasonable time, after receipt. Excess shipments over agreed upon quantity shall be rejected unless authorized in writing on purchase order or by buyer prior to delivery.
9. SUBSTITUTIONS/PRICE INCREASES: Material substitutions and/or price increases for the goods will not be accepted without prior written consent from authorized CM Manufacturing Inc. buyer.
10. NONCONFORMITY: Any nonconformance or deviation from purchase order requirements requires CM Manufacturing Inc. be notified immediately in writing, prior to shipment. CM Manufacturing Inc. has the right to request written corrective action from the Supplier in order to address each nonconformance. The Supplier shall not use dispositions of use-as-is or repair, unless specifically authorized by CM Manufacturing Inc. or CM Manufacturing Inc. customer if: The goods are produced to CM Manufacturing Inc. or CM Manufacturing Inc. customer design; The nonconformity results in a departure from the contract requirement.
11. NOTIFICATION OF CHANGE: The Supplier shall notify CM Manufacturing Inc. of changes in the goods and/or process definition, changes of suppliers or changes in manufacturing facility, and where required, obtain CM Manufacturing Inc. approval.
12. REQUIREMENTS OF FLOWDOWN TO SUB-TIER SUPPLIERS: The Supplier shall flow down to its sub-tier suppliers all applicable requirements, per CM Manufacturing Inc. purchase order and its attachments, including key characteristics, critical safety items, terms and conditions and CM Manufacturing Inc. customer contractual requirements if any.
13. TECHNICAL DATA: The Supplier is responsible for obtaining and maintaining the technical data necessary to fulfill purchase order requirements.
14. RIGHT OF ACCESS: The Supplier shall provide access to its facilities and records for employees of CM Manufacturing Inc., CM Manufacturing Inc. subcontractors, any airworthiness authorities or customers, as required for quality or management system reviews, goods and/ or process validation or investigations. This requirement shall be flowed down to Supplier’s sub-tier suppliers. FAR 52.246-11 APPLIES FAR 52.246-2 APPLIES as per the government P.O. referenced on the P.O.
15. APPROVED SOURCES FOR SUB-TIER WORK: The Supplier shall ensure the capability of all sub-tier suppliers and is responsible for the quality of sub-tier work. The Supplier shall ensure that suppliers of special processing are currently approved for the special process/specifications by CM Manufacturing Inc. and/ or by its customer.
16. MANUFACTURING PLANS: Suppliers are required to ensure that manufacturing sources maintain documented records of manufacturing steps and sequence.
17. FIRST ARTICLE REQUIREMENTS: CM Manufacturing Inc. has the right to require first article inspection independent of end customer requirements. CM Manufacturing Inc. will list all first article inspection requirements in purchase order. The Supplier is responsible for complete inspection of first articles, associated documentation and scheduling CM Manufacturing Inc. inspection to verify product.
18. STANDARD HARDWARE: Supplier is responsible for maintaining traceability of all standard hardware to manufacturing source and manufacturing lot. Counterfeit part detection process shall be implemented.
19. PRICING, TAXES, CUSTOMS AND DUTIES: All and any taxes (except sales tax), duties, fees and other charges levied by any relevant authority in connection with the Supplier’s performance of the purchase order, costs and expenses associated with any custom formalities (including all appropriate licenses and authorizations) necessary for export shall be the responsibility of the Supplier and included in the purchase order Pricing.
20. TERMS OF PAYMENT: Subject to its right to withhold payment, CM Manufacturing Inc. will affect all payments in accordance with the terms specified in the purchase order, and upon receipt of the suppliers invoice or delivery of the goods, or works in accordance with the purchase order delivery schedule, whichever is the latest.
21. WITHHOLDING AND RIGHT TO SET-OFFS: In the event, the Supplier is in breach of any obligations under the purchase order, CM Manufacturing Inc. shall be entitled to withhold payments otherwise due to the Supplier under any purchase order until the position is rectified. All costs, liquidated damages or expenses incurred by CM Manufacturing Inc. for which the Supplier is liable under the purchase order or otherwise may be deducted by CM Manufacturing Inc. from any moneys due or becoming due from CM Manufacturing Inc. to the supplier with prior notification, or alternatively shall be recoverable as a debt.
22. EMPLOYEE ELIGIBILITY VERIFICATION & CERTIFICATION REGARDING RESPONSIBILITY MATTERS: If applicable, Federal Acquisition Regulation (FAR) clause 52.222-54 & 52.209-5 are incorporated by reference; (clause 52.222-54 is applicable to purchase orders in support of any U.S. Government Prime Contract or Subcontract when the order is for construction or commercial or non-commercial services (except commercial services that are: (i) part of a purchase of a Commercial off-the-shelf (COTS) item or an item that would be a COTS item, but for minor modifications, performed by the COTS provider, and that are normally provided for that COTS item); (ii) has a value more than $3000.00; and (iii) includes work performed in the United States.
23. CONDUCT: Supplier agrees to communicate to employees and sub-tier suppliers the importance of their contribution to product or service conformity and safety, and the importance of ethical behavior.
24. TERMINATION: A supplier who ceases operations (i.e., goes out of business) shall contact the Purchaser to make arrangements for the transfer of all quality records to CM Manufacturing Inc. for storage. A supplier who discontinues acceptance of CM purchase orders, but whose business remains intact, shall be responsible for the archival of all quality related records for the time period specified above.
Rev : 6/8/17