Conditions of Purchase Order

Revised 23/01/18

Definitions:
The “Buyer” – OTM Servo Mechanism Ltd
The “Supplier” – Company or Organisation supplying goods to the Buyer
The “Goods” – Products or services ordered by the Buyer

1. The Buyer will not hold itself responsible for any goods supplied or work done unless an official order can be produced. These are the only conditions upon which the Buyer is prepared to contract with the Supplier.

2. The price quoted in the order shall be firm through the duration of the order, except where the Supplier and Buyer agree otherwise in writing and such agreement is. Unless otherwise stated, the purchase price shall be inclusive of carriage, insurance and freight costs and does not include VAT or any other tax or surcharge.

3. The Supplier shall make every effort to complete the order by the required delivery date. The Buyer shall be entitled to terminate the Order and/or claim reimbursement for all losses and expenses suffered in the event that:

a. the Supplier fails to deliver goods or provide services in accordance with the terms of the Order or
b. the Supplier fails to make progress with the Order so as to jeopardise the purpose of the Order.

4. All materials and workmanship to be first class. Non conforming parts will not be accepted. Quantities in excess of order requirement will not be accepted without prior agreement.

5. The supplier shall ensure that only new and authentic materials are used and shall maintain a method of supply chain traceability that ensures that counterfeit parts cannot be supplied as single items or as part of a product. If suspected counterfeit products are supplied the buyer maintains the right to reject acceptance and request further information to confirm their provenance.

6. The Supplier shall recompense the Buyer for the cost of free issue material or parts supplied as part of the order if they are scrapped or damaged by the Supplier.

7. The Supplier accepts these conditions of order by acknowledging receipt or by beginning performance of the order. The order is liable to cancellation by the Buyer if not acknowledged by the Seller within 14 days from the date or the order. The Supplier also accepts the Buyer’s customers conditions if they are referred to on the order.

8. The Buyer’s inspector or representative and any inspector or representative of the Buyer’s customer or any regulatory department concerned shall be entitled on the Buyer’s authority to witness the manufacture, inspection or testing of the goods or work at any reasonable time at the supplier’s premises.

9. In addition to contractual requirements the supplier shall retain verifiable objective evidence of inspection and test performed. Quality records shall be made available for evaluation for a contractually agreed upon period. Unless otherwise specified, in SQA 001 Issue 4 clause 20, this period shall be a minimum of 20 years.

10. Where identified within the specification, drawing and/or purchase order, the supplier shall flow to sub-tier suppliers the applicable requirements in purchasing documents, including key characteristics where required.

11. If within a period of 12 months from delivery of the Goods, the Buyer gives written notice to the Seller of any defect in the Goods (other than a defect caused by improper use by the Buyer) caused by faulty design, materials or workmanship, the Seller shall repair or replace the defective Goods without cost to the Buyer. It is also the Supplier’s responsibility to inform the Buyer of any goods found to be defective or possibly defective at a later date after supply to the buyer.

12. The property and risk in the goods shall pass to the buyer on delivery to the point specified in the order.

13. Any information divulged by the Buyer in the course of the supplier carrying out this order shall be treated in Confidence and shall not be disclosed to a third party.

14. All tools, gauges and patterns used in connection with this order which are the property of the Buyer and for which any payment is received from the Buyer, must not be destroyed or otherwise disposed of without written authority. The Supplier should keep all records appertaining to the goods supplied in this order for an indefinite period, unless agreed with the Buyer.

15. The Supplier shall indemnify the Buyer against and lost of or damage to the property of the Buyer and against any claims for injury to or death of any person or for loss of or damage to the property of any other person by reason of any negligent act or omission of the Seller or his employees, sub-contractors or agents arising out of the execution of the order.

16. All suppliers must meet the minimum legal or regulatory requirements for the goods supplied.

17. Without prejudice to any rights already accrued or accruing to the Buyer shall have the right to terminate this order in whole or in part at any time by giving Supplier notice in writing whereupon all work on this order shall be discontinued. The Buyer shall pay a fair and reasonable price of justified work in progress at the time of termination and the Supplier shall afford the Buyer every assistance to ascertain the extent of such work in progress. The amount payable to Supplier shall not in any event exceed the total amount that would have been payable to Supplier had this order not been terminated. In the event of termination Supplier shall submit a claim within 2 months of such termination after which time claim within 2 months of such termination after which time claims will only be met in exceptional circumstances.

18. The supplier is expected to develop, implement and maintain effective policies and training programs to ensure their employees are aware of their relevant contribution towards quality, safety and conformity of their product and or service, the supplier will also ensure that the materials supplied will be free from foreign object debris.

19. Suppliers acknowledge and agree that OTM requires that the suppliers maintain a high standard of ethical conduct in all its dealings with OTM. The supplier where requested shall provide evidence of ethical not limited to anti-bribery, anti-child labour, anti-slavery and whistle blowing.

20. This order shall be subjected to and interpreted in accordance with the laws of England.

QUALITY CONDITIONS

The Supplier shall satisfy the requirements of the Supplier Quality Department as shown in Document SQA 001 – Supplier Quality Assurance Requirements and goods and work shall be inspected and released by the Supplier in accordance with the following requirements as shown on the face of the order:

B. Batch segregation of items to ensure traceability to source
C. Certificate of Conformity required
E. EASA Form 1 required
F. First Article Inspection required consistent with aerospace standard EN 9102A
M. Material Certificate of Analysis / Full Test Certificate required
O. Original Manufacture Certificate or Copies required
S. Statistical Process Control Report required for KC features
T. Test / Calibration Certificate required

DELEGATION OF VERIFICATION

1. Delegation of Product Verification can only be applied to those suppliers on the approved supplier list.

2. Records of periodic reviews shall be maintained for all suppliers, where ‘Delegation of Verification’ has been applied. A record of any withdrawals with justification shall be maintained.

3. Before ‘Delegation of Verification’ the proposed supplier’s performance shall be to an acceptable level against agreed performance criteria (this shall include agreed product conformance levels). Verification of Performance criteria shall be a minimum of 3 months worth of data.

4. Prior to granting delegation any outstanding corrective actions shall have been resolved.

5. The scope if delegation shall be defined (e.g., all products, limitations based on part classifications, part number, commodity, part family, part criticality).

6. The supplier shall notify in writing of acceptance of delegation.

7. Ongoing acceptance criteria to be documented.