| 1. |
Purpose |
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a. |
This document provides a listing of all Standard Terms/Conditions (T&Cs) and Quality Assurance
Clauses (QACs) that shall apply to all Purchase Orders issued by Allcases. Any additional
T&Cs/QACs imposed by Allcases’ customers or regulatory that apply to a specific contract or
product ordered shall be listed as separate line items on the applicable Purchase Order issued. |
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| 2. |
Responsibility |
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a. |
Supplier Purchasing and Quality Managers are required to indicate acceptance of these
T&Cs/QACs when they receive a Request for Quote or Initial Purchase Order from Allcases, as
indicated on the last page of this document. The supplier shall retain a copy of the signed
acceptance and return the original to Allcases’ Purchasing Manager. Acceptance must be
received by Allcases’ Purchasing Manager prior to release/acceptance of any shipment. Any
exceptions to this document shall be issued under separate letterhead issued by Allcases
Purchasing Manager and approved by the Vice President. |
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b. |
Continued acceptance shall be imposed by Allcases’ listing of this document as a separate line
item on any future Purchase Orders issued to Allcases’ Approved Suppliers and applied as
applicable. |
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| 3. |
Standard Purchase Order Terms and Conditions |
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a. |
Acceptance |
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i. |
Acceptance of this order by Seller is expressly limited to the terms and conditions
contained in this order. |
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ii. |
Any term or condition stated by the Seller in any prior proposal, on Seller's
acknowledgement form, or in otherwise acknowledging or accepting this order is
deemed by Buyer to be a material alteration of this order and is hereby objected to by
Buyer. Any such term or condition shall be totally inapplicable to this order unless
specifically agreed to in writing, signed by Buyer, Acceptance of the goods or services
covered by this order will not constitute acceptance by Buyer of Seller's terms and
conditions. Any of the following acts by Seller shall constitute acceptance of the order
and all of its terms and conditions: signing and returning a copy of this order; delivery of
any of the goods ordered; informing the Buyer in any manner of commencement of
performance; or returning Seller's own form of acknowledgment. |
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| 4. |
Price and Delivery |
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a. |
Seller shall furnish the goods covered by this order (the "Goods") or the services covered by this
order (the 'Services") in accordance with the prices and delivery schedule stated on the face of
this order. All prices shall include applicable taxes, except sales taxes that are to be separately
shown where applicable. |
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b. |
Seller warrants that the prices charged for the Goods or Services ordered will be as low as the
lowest prices charged by the Seller to any customers purchasing similar goods or services in the
same or smaller quantities and under like circumstances. Buyer may return, or store at Seller's
expense, any Goods delivered more than fifteen (15) days in advance of the delivery date
specified for such Goods. |
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c. |
Seller shall advise Buyer in the event that an order will not, for any reason, arrive at Buyer's
location by the specified delivery date. |
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d. |
On Time Delivery |
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i. |
The parties recognize that if delivery or performance is delayed, Buyer will suffer
damages and such damages may be difficult to determine. Therefore, the parties agree
that the Seller shall pay to Buyer by way of liquidated damages, and not as a penalty,
the sum of one percent (1%) of the contract amount for each calendar day up to a delay
of 30 days, two percent (2%) of the contract amount for each calendar day that
performance or delivery of any products or any portion of the products is delayed beyond
31 days from the agreed upon or estimated delivery date. Buyer may, at its sole
discretion, elect to waive, in writing, its right to receive liquidated damages after the
extent of the delay has been determined, and recover its actual damages suffered due to
the delay in performance or delivery by Seller. |
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| 5. |
Packing and Shipping |
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a. |
Seller shall make no charge for packaging or storage. |
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i. |
All Goods shall be packaged, marked, and otherwise prepared in accordance with good
shipping practices to avoid risk of damage to the equipment. Seller shall mark on
containers handling and loading instructions, shipping information, order number, item
and account number, shipment date, and names and addresses of Seller and Buyer. An
itemized packing list shall accompany each shipment. |
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b. |
F.O. B. Title and Risk of Loss |
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i. |
Unless otherwise specified on the face of this order, the FOB point shall be Buyer's
location designated on the face of this order. If transportation is FOB Seller's location,
Seller shall bear all risk of loss or damage to the Goods, and title shall not shift to Buyer,
until delivery of the Goods to the carrier. If transportation is FOB to Buyer's location,
Seller shall bear all risk of loss or damage to the Goods, and title shall not shift to Buyer,
until delivery of the Goods to Buyer's location. |
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| 6. |
Invoicing |
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a. |
After each shipment made or service provided under this order, Seller shall send a separate
invoice, including item numbers, in duplicate, accompanied by a bill of lading or express receipt.
Payment of invoice shall not constitute acceptance of the Goods or Services and shall be subject
to appropriate adjustment for failure of Seller to meet the requirements of this order. Buyer may
set off any amount owed by Seller or any of its affiliated companies to Buyer against any amount
owed by Buyer to Seller under this order. |
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| 7. |
Inspection |
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a. |
All Goods may be inspected and tested by Buyer, its customers and higher tier contractors at all
reasonable times and places. If such inspection or testing is made on Seller's premises, Seller
shall provide, without additional charge, all reasonable facilities and assistance for such
inspections and tests. In its internal inspection and testing of the goods, Seller shall use an
inspection system that conforms to the requirements for inspection and testing as specified in
AS9100. Access to the facility and all records relating to the manufacturing and inspection of
Goods shall be available to Buyer, the Buyer's Customer, and regulatory authorities during the
performance of this order and for a period of seven years from completion of this order. The
Buyer shall be given the right to extend this record retention period as required by their customer. |
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b. |
Final inspection and acceptance by Buyer shall be at Buyer's plant or shipping destination unless
otherwise specified in this order. The Buyer or their customer's representative shall be afforded
the right to verify, at Seller's premises, that product conforms to specified requirements. |
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c. |
c. No inspection (including source inspection), tests, approval (including design approval), or
acceptance of the Goods shall relieve Seller from responsibility for any defects in the Goods or
other failure to meet the requirements of this order, or for latent defects, fraud, such gross
mistakes as amount to fraud, and Seller's warranty obligations. If the Goods are defective or
otherwise not in conformity with the requirements of this order, Buyer may, by written notice to
Seller: |
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i. |
Rescind this order as to such Goods |
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ii. |
Accept such Goods at an equitable reduction in price |
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iii. |
reject such Goods and require the delivery of replacements. |
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d. |
Deliveries of replacements shall be accompanied by a written notice specifying that such Goods
are replacements. If Seller fails to deliver required replacements promptly, Buyer may: (i)
replace or correct such Goods and charge the Seller the cost occasioned Buyer thereby; or (ii)
terminate this order for cause as provided in Section 16(b) hereof. Rights granted to Buyer
under this Section 6 are in addition to any other rights or remedies provided elsewhere in this
order or in law. |
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| 8. |
Warranties |
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a. |
In addition to all other express or implied warranties the Goods will be: (i) free from defects in
workmanship and materials; (ii) free from defects in design except to the extent that such Goods
comply with the detailed designs provided by Buyer; (iii) suitable for intended use and for the
purposes, if any, which are stated on the face of this order; and (iv) in conformity with all the
other requirements of this order. Supplier hereby agrees that Allcases may assign any and all
warranties provided to Allcases under this Subcontract or Purchase Order Agreement to
Allcases’ customer for the product covered by this Subcontract or Purchase Order. Supplier
further agree to like warranties from its major suppliers or second tier subcontractors on behalf of
Allcases and that such warranties are also assignable by Allcases to its customers. |
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| 9. |
Proprietary Information |
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a. |
All written information obtained by Seller from Buyer in accordance with this order and/or which
is identified as proprietary by Buyer shall be received in confidence and shall remain the
property of Buyer, and shall be used and disclosed by Seller only to the extent necessary for
the performance of this order. |
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b. |
Any additional third party (Allcases Customer and/or Supplier) data deemed necessary by
Seller for the successful completion of contract shall be provided on a case-by-case basis
and shall require data owner and/or Allcases Management approval. Under no circumstance
shall third party data be disclosed, disseminated, reproduced or otherwise used by Seller for
purposes other than the successful completion of this contract. Upon contract completion
Seller shall returned all third party data to Allcase. |
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c. |
Seller shall return all Buyer property to Buyer upon completion or termination of this
agreement, whichever is earlier. Seller is responsible and must account for all Buyer property
and bears the risk of loss when such property is in Seller's possession. Seller may retain
copies of any data, drawings, renderings, computer-aided images, products, models and
animations produced by Seller for Buyer. Seller may show work to prospective clients and may
utilize internally the Buyer property for future projects for others as long as appearance
features of any future VIP projects are not significantly similar to the VIP furnishing produced
under this agreement. Seller may not publicly show or display any photographs or other Buyer
property unless Seller has obtained the prior written consent of Buyer in writing, which consent
shall be effective only for the single instance and the scope contemplated in the request and
consent. |
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| 10. |
Subcontracts |
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a. |
Seller shall not subcontract for complete or substantially complete parts of the Goods or Services
called for by this order without Buyer's prior written approval. If approval is granted by the Buyer,
the Seller agrees to flow down specific applicable requirements (such as equipment calibration
and key characteristics) to the subcontractor as specified in the written approval. |
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| 11. |
Compliance with Laws |
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a. |
Seller shall ensure Buyer that its company and its subcontractors and material suppliers are
properly permitted, licensed, bonded and certified pursuant to any applicable law, statute,
regulation, rule, ordinance or guideline. Seller is fully liable for any failure, act or omission of any
subcontractor or material supplier except to the extent such failure, act or omission is due to
Force Majeure. |
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b. |
Seller shall comply with all federal, state and local laws, ordinances, rules and regulations in the
manufacture and sale of the Goods and performance of the Services, including but not limited to
the Occupational Safety and Health Act, the Truth in Negotiation Act, the Resources
Conservation and Recovery Act and all applicable requirements of the Fair Labor Standards Act.
Seller will defend and hold Buyer harmless from any loss, damages, or costs arising from or
caused in any way by any actual or alleged violation of any federal, state or local law, ordinance,
rule, or regulation, or failure by the Seller to have (i) any chemical substances sold hereunder
included in the list of approved chemical substances published by the Environmental Protection
Agency pursuant to the Toxic Substances Control Act; or (ii) provide a completed Material Safety
Data Sheet (OSHA Form 20) or equivalent for any chemical substances sold hereunder as
required by any federal state or local law, ordinance, rule or regulation. |
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| 12. |
Patents And Copyrights |
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a. |
Seller shall defend, at its own expense, any suit or claim that may be instituted against Buyer or
any customer of Buyer for alleged infringement of patents or copyrights relating to the
maintenance, sale or use of the Goods, except for any such infringement resulting from Seller's
compliance with detailed designs provided by Buyer, and Seller shall indemnify Buyer and its
customers for all costs and damages arising out of such alleged infringement Buyer shall have
the right, at no additional charge, to use and/or reproduce the Seller's applicable literature, such
as operating and maintenance manuals, technical publications, prints, drawings, training
manuals, and other similar supporting documentation and sales literature. Seller shall advise
Buyer of any updated information relative to the foregoing literature and documentation with
timely notifications in writing. |
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| 13. |
Liability for Injury |
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a. |
Seller shall indemnify Buyer against any and all costs, loss and liability for all personal injury
and property damage caused by the Goods or Services performed by Seller, whether
performed on the premises of Seller or Buyer or elsewhere, and shall defend at its sole cost
and expense any action brought against Buyer as a result of any such personal injury or
property damage. Seller shall carry and maintain insurance coverage satisfactory to Buyer to
cover the above, and upon Buyer's request, shall furnish Buyer with evidence of such
insurance in a form satisfactory to Buyer. |
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| 14. |
Assignment |
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a. |
Seller shall not assign this order or any rights under this order without the prior written consent of
Buyer, and no purported assignment by Seller shall be binding on Buyer without such written
consent. |
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| 15. |
Notice of Labor Disputes |
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a. |
Whenever an actual or potential labor dispute delays, or threatens to delay the timely
performance of this order, Seller shall immediately notify Buyer in writing of all relevant
information with respect to such dispute. |
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| 16. |
Changes |
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a. |
Buyer may, at any time, by written change order, suspend performance of this order, in whole or
in part, make changes in the quantities, drawings, designs, specifications, method of shipment or
packing, or time or place of delivery of the Goods, reschedule the Services, or require additional
or diminished Services. if any such change causes an increase or decrease in the cost of, or the
time required for performance of this order, an equitable adjustment shall be made in the contract
price or delivery dates or both, and this order shall be modified in writing accordingly. Any claim
for adjustment under this Section 15 may, at Buyer's option, be deemed to be absolutely and
unconditionally waived, unless asserted in writing (including the amount of the claim) and
delivered to Buyer within thirty (30) days from the date of receipt by Seller of the change order. If
the cost of property made obsolete or excess as result of a change is paid by Buyer, Buyer may
prescribe the manner of disposition of such property. |
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b. |
The Seller agrees to notify the Buyer of any anomalies detected in the Goods and form, fit or
function change to the Goods which are different than those specified in the engineering
drawings or specifications. The Seller agrees to not change the processes used to produce the
Goods unless given written approval to do so by the Buyer. |
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| 17. |
Termination |
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a. |
Without Cause: Buyer may terminate, for its convenience, all or any part of this order at any time
by written notice to Seller. Upon such termination, settlement shall be made in accordance with
the principles contained in Federal Acquisition Regulations (FAR) 52.249-2 as in effect as of the
date of this order, except that Seller must submit a written termination claim to Buyer within
ninety (90) days after the effective date of termination, or such claim shall be absolutely and
unconditionally waived. |
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b. |
With Cause: If Seller fails to make delivery of the Goods, or fails to perform the Services, in
accordance with the delivery dates specified in this order, or fails to perform any other provision
of this order, or so fails to make progress as to endanger performance of this order in
accordance with its terms, and does not cure such failure within ten (10) days after notice from
the Buyer, Buyer may (in addition to any other right or remedy provided by this order or by law)
terminate all or any part of this order by written notice to Seller without liability and purchase
substitute goods elsewhere, and Seller shall be liable to Buyer for any excess cost occasioned
Buyer, thereby. Seller shall continue performance of this order to the extent not terminated
pursuant to this Section 16(b). If this order is terminated as provided in this Section 16(b), the
Buyer, in addition to any other rights provided herein, may require the Seller to transfer title and
deliver to the Buyer (i) any completed Goods, and (ii) such partially completed Goods and
materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights as the
Seller has specifically produced or specifically acquired for the performance of this order. |
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| 18. |
Waiver |
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a. |
The failure of Buyer to insist upon the performance of any provision of this order, or to exercise
any right or privilege granted to the Buyer under this order, shall not be construed as waiving
such provision or any other provision of this order, and the same shall continue in full force and
effect. If any provision of this order is found to be illegal or otherwise unenforceable by any court
or other judicial or administrative body, the other provisions of this order shall not be affected
thereby, and shall remain in full force and effect. |
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| 19. |
Applicable Law |
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a. |
The validity, performance and construction of this order shall be governed by the laws of the
State of Florida. |
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| 20. |
Disputes Jurisdiction and Venue |
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a. |
Any dispute arising under this order which is not disposed of by agreement of the parties shall be
decided by Arbitration. Pending settlement of final decision of any such dispute, Seller shall
proceed diligently with the performance of this order in accordance with Buyer's direction. |
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b. |
The parties acknowledge that this Purchase Order/Subcontract is for products or services that
will be utilized in the furnishing of an aircraft interior for the Buyer's Customer. |
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c. |
As part of the contract between the Buyer and its Customer, a provision for arbitration of disputes
has been included. The parties hereto agree that if any dispute between the Buyer and its
Customer involves or may involve actions, omissions or disputes including delays in delivery
relating to the products or services that Seller is providing, Seller agrees to participate as a party,
if demanded by Buyer, in any such arbitration. The arbitration will be at the location specified in
such arbitration provision in the contract between Buyer and its Customer, and Seller agrees to
be bound by the terms of such arbitration award and any subsequent judgment entered
confirming such arbitration award. |
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d. |
In any such arbitration between the Seller and Buyer, the arbitrator may award attorney fees and
costs to the prevailing party as between Seller and Buyer. |
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| 21. |
Complete Agreement |
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a. |
This order, and any supplemental sheets and riders annexed hereto by Buyer, contains the
complete and entire agreement between the parties as to the subject matter hereof, and replaces
and supersedes any prior or contemporaneous communications, representations, or agreements,
whether oral or written, with respect to such subject matter. |
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| 22. |
Standard Quality Assurance Clauses |
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a. |
Allcases and the FAA or any equivalent government agency may inspect and evaluate Seller’s
facility, but not limited to, Seller’s and subcontractor’s facilities, systems, data, equipment,
inventory, holding areas, procedures, personnel, testing, and all work-in-process and completed
products. An equivalent government agency shall mean those governmental agencies so
designated by the FAA or those agencies within individual countries which maintain responsibility
for assuring aircraft airworthiness when required. |
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b. |
Seller shall keep confidential and protect from disclosure all Proprietary Information and
Materials, and use such only in the performance of and for the purpose of this Purchase Order.
Disclosure of drawing and design specifications is authorized for flow down to third parties for
purposes of supporting the production product identified in this contract. “Any” unauthorized
disclosure is strictly prohibited. |
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c. |
Seller must maintain an effective and economical Quality Management System (AS9100 or
acceptable equivalent) that ensures all parts are fabricated in accordance with contract and
design specifications. |
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d. |
All materials must be purchased from accredited facilities and meet all specification
requirements. All in coming metal, whether supplied by Buyer or Seller must be received and
inspected in conformance with Seller’s established quality system requirements. Seller must
periodically validate the test reports for raw material in accordance with AS9100 requirements. |
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e. |
All controlled finishing and special processes must be performed in accordance with specified
requirements by NADCAP accredited facilities. Any Boeing proprietary processing must be
performed by Boeing D1-4426 approved sources. |
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f. |
fA First Article Inspection (FAI) report must be furnished with the initial product shipment and an
updated FAI report must be furnished with any subsequent shipments whenever a revision
change is incorporated. The FAI is to be completed per AS9102. |
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g. |
All shipments must be supported with the Seller’s “Certificates of Conformance”(C of C). The C
of C, must reference some type of lot number, job number, run number or any unique
identification number that ensures traceability to the products they support. Note: The date of
manufacture alone does not meet this requirement. |
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h. |
The seller shall certify that the product delivered conforms in every aspect to the contractual and
technical requirements of the Purchase Order. Engineering Drawing(s), Specifications, and
Standards referenced therein where required by the Allcases Purchase Order, inclusive of all
documents referenced therein and parts, materials, or processes that have been procured from
approved sources. A representative of the Seller shall sign the Statement of Conformance
Document. |
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i. |
All product must be packaged for commercial shipment and include a complete document
package, including Seller’s C of C, material certs and test reports, outside processor certs.
Unless otherwise specified by the item drawing or Purchase Order, Please send two copies of
your invoice with your shipment. |
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j. |
Seller must notify Buyer of any facility location changes, process problems, major changes to
processes/materials, high scrap rates, or other anomalies affecting the quality of products and
services provided in response to this P.O. |
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k. |
Part Marking: Part marking is required on all parts. Part Marking must include the part number,
date of manufacture and some type of lot number, job number, run number or any other unique
identification number that ensures traceability of the product to the manufacturing documents,
records and certifications that support the product quality. |
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l. |
Flow Down: The Seller is required to flow down to sub-tier suppliers the applicable
requirements in the Purchasing Documents, including Key Characteristics where required. |
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m. |
Material Safety Data Sheets (MSDS) are required for all chemicals and paints delivered. |
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n. |
Sellers of Raw Materials must supply a Certified Test Report. It shall contain quantitative
requirements and permissible tolerance(s) for values measured, and shall indicate factual
information necessary to demonstrate conformance to the requirements reflected on the
Engineering Drawing, Governing Specification, or Purchase Order. The Test Data Sheet(s)
shall reflect the Allcases Purchase Order Number, Title, Manufacture’s Name,
Manufacture’s Part Number, and Allcases Part Number when applicable. |
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o. |
No items will be accepted into the Allcases facility if the outside shipping container has
been damaged prior to arrival at our facility. Applicable seller’s representatives shall be
notified and corrective action implemented immediately. Seller is to notify Allcases
immediately if they are unable to ship as specified. |
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| 23. |
DIRECT ALL CORRESPONDENCE TO:
Allcases – PURCHASING MANAGER
VOICE: (813) 891-1313, FAX: (813) 891-9988 |
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