Terms and Conditions
A. Conditions of Purchase
1. Terms“The Buyer” means Airborne Product Support – (APS).
“The Supplier” means the person, firm or company to whom the Buyer’s purchase order is issued.
The Supplier’s acceptance of the purchase order includes the acceptance of the following Terms and Conditions. No purported acceptance which is subject to or accompanied by terms and conditions differing from or additional to these conditions shall take effect as an acceptance of the order but shall be treated for all purposes as a counter-offer by the Supplier.
The Supplier shall manufacture, supply and deliver all the equipment and materials and perform all the work defined in the order strictly in accordance with the specifications and drawings furnished or approved by the Buyer.
All equipment and materials shall be new (unless otherwise specified) and shall be designed and manufactured in accordance with the Standards and Codes of Practice detailed in the specification. Where no standards or codes are specified, the materials and workmanship shall be in accordance with the normal codes of practice of the industry concerned.
The said equipment, materials and work shall be complete in all respects (except in respects expressly excluded by the order or specification).
All information and documentary material disclosed by the Buyer in connection with the purchase order is the property of the Buyer and is confidential and shall not be disclosed to or used by any employee of the Supplier or any third party except as may be necessary for the performance of the work under this purchase order and then only under these terms and conditions.
The Supplier shall provide the Buyer with a written guarantee against defects in material and manufacture for all new, repaired and overhauled items supplied under the terms of this order. The guarantee will warrant the material as follows:
New Item / Spare Parts. The Supplier warrants that all new items / spare parts supplied by, or on behalf of, the Supplier shall be free from defects in material and workmanship with respect to items or parts provided. This warranty shall apply for
twelve (12) months after use or two (02) years from date of delivery, whichever occurs first.
Repair and Overhaul. The Supplier warrants that as a minimum all items repaired by or overhauled by, or on behalf of the Supplier, shall be free from defects in material and workmanship with respect to the replaced parts and services provided. This warranty, as a minimum, shall apply for two hundred (200) flying hours or twelve (12) months from the date of delivery whichever occurs first.
Should the Buyer report a defect within the warranty period the Supplier shall repair or replace the item free of charge. A replacement must have at least the equivalent performance and life of the item it replaces.
The supplier guarantees to rectify the defect or provide a replacement within sixty (60) days.
The Buyer will give notice to the Supplier of the discovery of an alleged defect and will return the defective item, if so requested by the Supplier, within thirty (30) days of receiving the request.
In the event of a Breach of Warranty all costs incidental to such replacement and testing thereof, including the removal, replacement and reinstallation of equipment and materials to gain access, and all other costs, including transportation,
Incurred as a result of the breach of warranty, shall be the responsibility of the Supplier. Should the Supplier fail to promptly rectify the breach of warranty in accordance with the Buyer’s written notice, the Buyer may perform, or cause to be performed, the necessary rework or replacement of the items entirely at the Supplier’s expense.
4. Cancellation of Orders
The Buyer shall be entitled to cancel orders, either in full or in part, but shall endeavor to notify the Supplier in writing at the earliest possible time.
The Supplier shall be entitled to a refund from the Buyer for all reasonable costs in connection with procurement or rework activities already taken in respect of cancelled orders.
The Buyer is to be informed immediately if the Supplier is unable to provide the order within the delivery time specified. Similarly, the Buyer is to be informed if the Supplier fails to meet lead times or forecast delivery dates. The Buyer may accept the delay, with or without, invoking penalties, or may cancel the order without liability.
Whenever the Supplier fails to deliver items / material within the agreed delivery date, the Buyer reserves the right to cancel such purchase orders without cost to the Buyer.
Should the Supplier fail to supply the material / services, or fail to perform the repair and overhaul work with the terms and conditions of this contract, the Buyer shall have the right to impose upon the Supplier a penalty of one percent (1%) of the value of the delinquent part or service per week, unless the delay is caused by Force Majeure or any cause beyond the control of both the Supplier and the Buyer.
6. Required Documents and Conformity
As a minimum, a Certificate of Origin and a Certificate of Conformance, issued by the Supplier’s quality control department are required for all goods and services specified in the purchase order documents as stated within the purchase order
The items supplied shall be in full current conformity with military or OEM specifications as appropriate, established commercial standards or as agreed by the Buyer whichever is applicable.
The Supplier shall submit documents, certificates, drawings requested by the Buyer.
The Supplier shall guarantee and be responsible for the professional quality, timeliness, co-ordination and completion of the work. The Supplier is hereby
given notice for the purposes of establishing liability hereunder that the Buyer will rely upon such quality, timeliness, co-ordination and completeness in the performance of the purchase order.
Payment to the Supplier will be on an account basis only with a credit period of at least thirty (30) days.
Goods and services for which Report of Item Discrepancy actions are outstanding shall not be paid for until the shortages or damages have been made good by the Supplier.
8. Packing and Packaging and Shipment
The Supplier shall pack, package and crate items for export, the cost of which shall be included in the price of all items.
Packing and packaging should be sufficient to ensure reasonable protection during transit and safe arrival at final destination and for subsequent storage.
In the event the Supplier should fail to comply with the above mentioned instructions, it will be the responsibility of the Supplier to correct any deficiencies and / or to replace all damaged items. All costs associated with correcting the
deficiencies, including transport costs, will be the responsibility of the Supplier. The Buyer shall have the right to deduct one and a half percent (1.5%) of the value of the item which is not in compliance with the instructions even if the item has been delivered safely to the Port of Disembarkation.
The Supplier shall be responsible for any damage or discrepancies found upon delivery of shipment unless damage or loss should occur during transportation after arrival at the Port of Entry or at the specified ‘Ship to ‘point.
Unless otherwise instructed, the Supplier is responsible for the transportation of items to the Buyer’s premises mentioned on the order.
9. Interpretation and Law
The Supplier’s signature on the acknowledgement of the Purchase Order shall be deemed to signify his acceptance of all the foregoing conditions. In all circumstances this contract will be governed by the Laws of Saudi Arabia.
10. FURTHER CONDITIONS FOR INSPECTION, REPAIR, MODIFICATION, REFURBISHMENT, OVERHAUL, TEST AND CALIBRATION WORK
The Conditions of Purchase are not intended to be a limitation but are an addition to the following conditions and all other warranties, guarantees, rights and remedies provided in or arising from the Purchase Order, or otherwise under the Law.
The Supplier shall provide and utilize a quality system equivalent to military or the best commercial standards.
12. Physical Security of Assets
The Supplier shall be responsible for providing absolute security for all assets related to the Main Contract from the time of receipt until the property is returned and delivered to the Buyer.
Property of the main contract shall be kept separate from the property of other customers and the Supplier will be accountable for it at all times.
The Supplier shall employ a system for tracking and accountability for all assets at any point in the repair process.
13. Work Turn-around Times
Turn-around Time (TAT) is defined as the number of calendar days taken to perform work required on the item, starting from when the items is delivered to the
Supplier’s facility, until the item is returned to the Buyer’s premises. Maximum TAT for work / rework is stated on the repair order in calendar days.
The Supplier is to endeavor to expedite priority requirements identified by the Buyer and to turn-around such work in the shortest possible time.
Penalties may be imposed for items that are not delivered within the maximum TAT. Excusable delays will be subtracted from the actual TAT. However such delays will not be valid unless fully documented by the Supplier.
14. Manufacture and Supply of Parts and Materials
The Supplier shall repair items during the process of work / rework to the maximum possible extent. Parts that are condemned or scrapped are to be replaced with remanufactured parts whenever possible. Remanufactured parts are to carry a warranty equal to the new part warranty or in accordance with the warranty requirements, whichever is greater. All parts and materials used in work / rework process or supplied from the main contract are to be OEM spares or the OEM’s approved or certified spares.
15. Inspections and Acceptance
Acceptance tests of new and repaired items shall be performed by experts of the Supplier, and shall occur upon the Supplier issuing a Certificate of Conformance signed by an authorized official with the Supplier’s Quality Department.
16. Management of Property
The Supplier shall permit the Buyer access to the premises for the purposes of reviewing inventories and the Supplier’s management thereof.
Property relating to the main contract shall not, unless otherwise provided or approved by the Buyer, be used in connection with any work not related to the main contract. Other companies’ assets shall not be mixed with the main contract assets and parts shall not be between different companies’ assets.
Final disposition may include condemnation to scrap and / or sale thereof or special disposition, as directed by the Buyer, at no additional cost to the Buyer. In the case of sale, the proceeds there from shall flow back to the Buyer in the form of a credit invoice, less the deduction of reasonable costs to implement such a sale.
17. Component Testing
All items should be tested in accordance with the manufacture’s manuals or applicable technical orders. The Buyer has the right to be present during testing.
In the event an item should fail a test then additional labor, parts, consumables, tests and other expenditures shall be the sole responsibility of the Supplier.
All items shall be protected from foreign object damage while in the Supplier’s possession. The repair of any damage resulting from engine tests shall be the sole responsibility of the Supplier.
18. Technical Publication Compliance
The Supplier is responsible to ensure that all maintenance actions carried out in assembly, disassembly, inspection, repair, rework, overhaul, preservation, de-preservation, cleaning, corrosion and other maintenance actions are performed in accordance with the manufacturer’s repair and overhaul manuals or military equivalent manuals or specification and within the guidelines of the FAA, DGAC and MODA directives.
If, in the opinion of the Buyer, any portion of the purchase order being performed by the Supplier, or an assignee or subcontractor of the Supplier, is not performed in accordance with the Terms and Conditions of this Purchase Order, the Supplier, assignee or subcontractor shall be removed from fulfilling the assigned requirements at the request of the Buyer. The Buyer shall not be liable for any delays or costs incurred by the Supplier by reason of the removal of the Supplier, assignee or subcontractor that is not performing any portion of the work in accordance with the Terms and Conditions of the Purchase Order.