Author: AC7004 & IATF 16949
Change(s) Made By
Reviewed & Approved By
Added Revision Table
Adrien Darby (signature on file)
Tom Darby (signature on file)
Darby Metal Treating, Incorporated
Purchase Order Standard Terms and Conditions
Terms and Conditions
1. Acceptance of Terms and Conditions. Acknowledgment of any order, shipment of any goods, or rendering of any services
pursuant to a purchase order shall be deemed an acceptance of these terms and conditions. If Seller accepts an order in any
other manner, any additional or differing terms stated in Seller's acceptance shall be of no effect.
2. Complete Agreement. All the terms and conditions in this document (DMT-PTC100) and any additional terms, conditions, and
specifications on the purchase order constitute the complete contract.
3. Modification. No modification of this contract, including any addition, deletion, or other modification proposed in Seller's
acceptance shall be binding on Buyer unless agreed in writing by Buyer's Purchasing Representative.
4. Packing and Shipping. Seller shall prepare all goods for shipment, and package to prevent damage or deterioration, secure
lowest transportation rates, and comply with carrier tariffs, including export shipping, requirements. No charges will be paid by
Buyer for preparing, blocking, boxing, dunnage, draynage, demurrage, packing, crating, or transportation unless separately
stated in the contract. Container and purchase order numbers shall be indicated on bill of lading. One copy of packing sheet,
showing purchase order and item number, shall be attached to No. 1 container of each shipment.
5. Shipment‑Delivery. Shipments and deliveries shall be strictly in accordance with the quantities and schedule specified in the
contract. If it appears Seller will not meet schedule, Seller shall promptly notify Buyer in writing and, if requested by Buyer, ship
via air or expedited routing to avoid or minimize delay to the maximum extent possible, the added cost borne by the Seller. This
is in addition to Buyer's other remedies. Shipment shall be via UPS Collect unless specifically directed otherwise or unless Seller
is delinquent in which case Seller covers freight costs.
6. Invoice and Payment. A separate invoice shall be issued for each shipment. Unless otherwise allowed in the contract, no
invoice shall be issued prior to shipment of goods and no payment shall be made prior to receipt of goods and correct invoice.
Credit, discount and payment periods will be computed from the date of receipt of the correct invoice.
7. Product acceptance/rejection. All purchased products and services will be subject to Buyer's final inspection and approval
within a reasonable time after delivery, irrespective of payment date. Verification by Buyer shall not absolve the Seller of the
responsibility to provide conforming product, nor shall it preclude subsequent rejection by Buyer. Buyer may reject goods not in
accordance with the instructions, specifications, drawings, data or Seller's warranty (expressed or implied). Buyer may return
rejected goods to Seller at Seller's expense and Buyer shall have no further obligation for such goods. Payment for any article
shall not be deemed acceptance and in no event shall Buyer incur liability for payment for rejected goods. Seller shall assume
responsibility for and will pay any and all loss, cost, damage, or expense, including attorney fees, and cost of replacement
incurred by Buyer attributed to Buyer's rejection of goods due to nonconformance to specifications or untimely late delivery.
8. Nonconforming product. Under no circumstance shall Seller knowingly ship any nonconforming product to Buyer without
express written permission from Buyer allowing the shipment. After delivery has started, if the Seller detects nonconforming
product that may affect safety or reliability, the Seller shall notify Buyer in a timely manner. Notification shall include a clear
description of the nonconformity, part numbers, quantities, and delivery dates of all possibly affected product.
9. Contract changes. By written order at any time, Buyer may make changes within the general scope of a contract. Seller
shall proceed to perform the contract as changed. If any such change causes an increase or decrease in the cost of or in the
time required for the performance of any part of the work under this contract, whether changed or not changed by any such
order, an equitable adjustment shall be modified in purchase price or delivery schedule or both, and the contract shall be
modified in writing accordingly. Any claim by Seller for adjustment under this clause must be asserted within 20 days from the
date of receipt by the Seller of the notification of change or within such further period as Buyer may allow. Where the cost of
property made obsolete or excess as the result of a change is included in Seller's claim for adjustment, Buyer shall have the
right to prescribe the manner of disposition of such property. Nothing in this clause shall excuse Seller from proceeding with
the contract as changed.
10. Responsibility For Property. Unless there is legal transfer of title or other legally binding agreement to the contrary, Seller
shall be financially responsible for loss or damage to any materials, parts, tooling, or any other real property provided to Seller
by Buyer. Upon completion of a contract Seller agrees to return Buyer’s property, except material consumed in production of
parts for Buyer’s contract, in like condition as received, less reasonable wear and tear.
11. Patent Indemnity. Seller shall defend Buyer, Buyer's customers and the users of Buyer's goods against all claims and
proceedings alleging infringement of any United States or foreign patent for goods delivered under the contract, and Seller shall
hold them harmless from any resulting liabilities and losses including attorney fees, provided Seller is reasonably notified of such
claims and proceedings. Seller's obligation shall not apply to goods manufactured pursuant to detailed designs developed and
furnished by Buyer nor to any infringement arising from the use or sale of goods in combination with goods not delivered by
Seller if such infringement would not have occurred from the use or sale of such goods solely for the purpose for which they
were designed or sold to Buyer.
12 . Assignments. No assignment of any rights, including rights to monies due to become due hereunder, or delegation of any
duties under the contract shall be binding upon Buyer until written consent thereto has been obtained.
13. Subcontracting. No products or services to be delivered under contract shall be procured by Seller from a sub-tier supplier in
completed or substantially completed form without Buyer's prior written consent. Buyer reserves the right to approve sub-tier
suppliers contracted by its suppliers for any work associated with the products and services provided to Buyer. Seller shall flow
down all relevant requirements and provisions of the contract to the Seller’s sub-tier suppliers at every level of the supply chain.
14. Hazardous Material. When applicable, Seller shall include a current MSDS with shipment.
15. Notification of changes. Seller shall notify Buyer in advance of any changes in product, processes, suppliers, subcontractors
or manufacturing facilities that may affect the quality of the product and services purchased in the contract.
16. First delivery. When Seller manufactures parts for Buyer under a contract, the first delivery of each part number must include
a First Article Inspection Report in accordance with AS9102 traceable to an individually identified part in that lot. Subsequent
lots of the same part number must be certified to meet all contract requirements. For non-aerospace suppliers, Buyer may
approve, upon Seller request, an FAI format other than AS9102.
17. Part revision. If the revision level of any part is changed during the life of the contract, a new first article traceable to an
individual part shall be performed on any features affected by the revision of product.
19. Calibration System. Seller's calibration system must comply with ANSI-Z540-1, ISO 10012, or an equivalent calibration
system standard. Seller shall provide certification of this compliance to Buyer with shipment.
20. Right of facility access. For purposes of quality and conformance monitoring during the performance of the contract, Seller
shall allow the Buyer and/or Buyer’s customer(s), representative(s) and/or regulatory authorities access to its facilities and to
all relevant records, at every level of the supply chain, associated with the products and services provided to Buyer.
21. In-process inspection. When Seller manufactures parts for Buyer under a contract, seller shall perform in-process inspection
of the parts, and supply the inspection data to Buyer. Depending on Buyer’s requirements, Buyer may provide the forms for
documenting this inspection.
22. Records retention. When the records demonstrating product conformity are retained by Seller who certifies their product,
Seller shall maintain those records in a way that minimizes deterioration or damage, and ensure that they are legible,
retrievable, and identifiable to shipments made to Buyer, and to pertinent suppliers, products, and/or processes, for a period of
30 years, or 10 years for radiographic records. After the retention time, paper records are to be destroyed by shredding and
recycling or burning, and electronic records are to be permanently deleted. Radiographic records may be recycled or otherwise
destroyed by the best available method. In the event that Seller ceases to do business prior to the end of the record retention
period, the records are to be forwarded to Buyer via the best available method, as agreed by both parties.
23. Quality Management System. The Seller shall maintain a quality management system including an inspection system
satisfactory to Buyer, and if applicable also to Buyer’s Customer, during the contract performance period.
Since the impact upon quality varies from product to product, the requirements will also vary from seller to seller. However, the
following requirements apply to all sellers:
a) DELIVERY PERFORMANCE: Buyer expects 100% on-time delivery, and Seller will be rated by this standard.
b) QUALITY PERFORMANCE: Buyer expects 100% quality. Seller’s manufactured parts will be checked by receiving inspection. Paperwork is also checked for completeness, including all required certifications.
c) RESPONSIVENESS will be judged by how quickly and effectively Seller responds to quality problems including Corrective Action Requests, to Requests for Quotations, and to special requests such as short lead-time orders or other issues.
24. Code of Conduct. Seller shall comply with TMD-H102 Supplier Code of Conduct in its entirety.
A) Duration. The Seller warrants that after the acceptance of the end product or parts thereof by Buyer, and if applicable the
Buyer’s Customer, all product furnished under a contract will be free from defects in material and workmanship that will cause
the items to fail to conform with all requirements of the contract.
(1) Rights to Corrective or Replacement Action. When required by Buyer, in the event of a breach of the Seller's
warranty in paragraph A above, Seller shall, at no increase in the contract price, either
(a) correct to meet contract requirements or replace, at Seller’s election, nonconforming delivered product at the location of Buyer’s choice, or
(b) furnish to Buyer all components and instructions as may be required to successfully accomplish the correction, and credit Buyer for Buyer’s costs incurred in accomplishing the correction. Buyer shall provide Seller an accurate accounting of such costs incurred.
Data and reports applicable to any correction required under this clause, including revision and updating of all affected records
called for under the contract, shall be included in this corrective or replacement action.
(2) Rights to Equitable Adjustment. If the Buyer does not require correction or replacement of nonconforming product,
the Buyer shall be entitled to an equitable reduction in the price of the contract.
C.) Notification. The Seller shall be notified in writing of any breach of warranty in paragraph B above within thirty (30) days
after discovery of the defect by the Buyer. Within ten (10) days thereafter, the Seller shall submit to the Buyer a written
recommendation of the corrective action required to remedy the breach. After the notice of breach, but no later than thirty (30)
days after receipt of the Seller's recommendation for corrective action, the Buyer may in writing direct correction or
replacement as set forth in paragraph B above, and the Seller shall, notwithstanding any disagreement regarding the existence
of a breach of warranty, comply with such direction. In the event it is later determined that the Seller did not breach the
warranty in paragraph A above, the contract price will be equitably adjusted.
D.) Corrected or Replaced Product.
Any product or parts corrected or furnished in replacement pursuant to this clause shall also be subject to all the provisions of
this clause to the same extent as product initially delivered.
E). Implied Warranties of Merchantability and "Fitness for a Particular Purpose". These warranties are not excluded from
any obligation contained in a contract. The rights and remedies of the Buyer provided in this clause are in addition to and do
not limit any rights afforded to the Buyer by any other clause of a contract.
Darby Metal Treating