ACCEPTANCE

Unless otherwise specifically agreed to in writing, the following terms and conditions shall apply to the SUPPLIER’S acceptance of Purchase Order and diyaudiocart (DAC) acceptance of ordered items. The acceptance of order by the SUPPLIER shall be conclusive evidence of the SUPPLIER’S approval, consent, and agreement to the terms and conditions herein. Any terms and conditions listed on any SUPPLIER documents which are in addition to or in conflict with these terms and conditions are objected to and shall not become part of this transaction.

CONFIRMATION OF ORDER

The SUPPLIER must acknowledge the order and notify DAC, within one business day, if the order will be fulfilled or not.

DELAY IN DELIVERY

If the SUPPLIER becomes aware of any circumstances that are likely to cause a delay in delivery of the ordered item(s), the SUPPLIER will immediately notify DAC in writing stating the reason for the delay and the updated delivery date. Upon receipt of this information, DAC reserves the right to keep or cancel the purchase order without liability or penalty. DAC also reserves the right to cancel a purchase order if the SUPPLIER cannot meet the needs of an expedited purchase order.

QUALITY

SUPPLIER shall maintain a quality management system, preferably one that is acceptable and appropriate for the items supplied hereunder and shall comply with general industry standards.  Items supplied shall meet the requirements of the applicable technical specifications and documentation (drawings, specifications, standards, etc.).  It shall be the sole responsibility of the SUPPLIER to monitor that the technical specifications regarding materials, methods, form, fitness, and function are observed, whether or not the items have been manufactured by SUPPLIER or by any of SUPPLIER’S subcontractors. If no specific requirements are stated, good industry and craftsman-like practice shall be observed.

CERTIFICATION AND TRACEABILITY

All items must conform to the Original Equipment Manufacturer's (OEMs) specifications and tests.  An 8130-3 tag (Serviceable Tag) or Certification of Conformance must accompany the items from SUPPLIER’S facility, including a statement of the condition of the item, back-up data on file for inspection, and signed by an authorized representative of the SUPPLIER.  Should such certification not accompany the shipment, items will be held in quarantine and no payment will be processed until the proper certification is received. DAC reserves the right to be supplied with and/or audit such certification on all new items purchased. All raw material, machining, and processing certifications shall be supplied at no cost if requested.  All Certifications and related documentation must be retained on file by SUPPLIER for a period of at least five (5) years after completion of this Purchase Order. DAC must be notified in advance of order if PMA parts are to be supplied. 

LIABILITY

The SUPPLIER is liable for all defects in items delivered, including concealed defects, even if they are recognizable and discovered only upon processing, installation, and/or use, and this is not subject to any time limit for claim by DAC. The SUPPLIER shall indemnify and hold DAC harmless from all claims arising from infringement of industrial property rights, patents, copyrights, and other third-party rights, and SUPPLIER agrees that it will defend at its own expense any and all suits against DAC for infringement of any Indian or foreign patent, copyright, or other intellectual property right.  DAC has the option to reject nonconforming items.  All rejected items will be returned at SUPPLIER’S expense. In urgent cases or in the event of delay in supplying a replacement, DAC shall, at the SUPPLIER’S expense, have the right to remedy the defects, or to procure a replacement elsewhere.  This shall not affect DAC’S statutory warranty and liability claims, which are in addition to those expressly set forth herein.

PACKAGING

Unless otherwise specified, all packing and packaging shall comply with best commercial practice.  The price includes all charges for such packing, packaging, and transportation to the shipping point. All items must be packed in accordance with manufacturer specifications.  All shipments to DAC must be visually identified with the Purchase Order number on the exterior of package/box so that packages/boxes do not have to be opened to verify order. Unidentified shipments may be refused and returned to sender. All Shipments must be packaged for international shipment, failure to do so will cause DAC to repackage and assess SUPPLIER for any associated charges.  All Hazardous Materials/Dangerous Goods shipped to or on behalf of DAC, must be packaged, labeled, and shipped in accordance with, and comply with the International Air Transport Association (IATA) and Federal Aviation Administration (FAA) regulations, as well as any and all other applicable laws and regulations. All shipments must be packaged in a way that shipped material will not be damaged.

MATERIAL SAFETY DATA SHEET (M.S.D.S.)

If an M.S.D.S. is required for this material, the SUPPLIER shall include one copy of the M.S.D.S., and it shall be identifiable and provided with each shipment of the items furnished under this order.

PAYMENT

All invoice payments will be issued within seven days after the receipt and acceptance of items and payment terms.  If the order requirements are not met, payment, including COD shipments, will be delayed a corresponding amount of time until such requirements are met.

PRICES

All prices are stated in Indian Rupees and shall stay firm during the entirety of the purchase order. Any price increases will be absorbed by the SUPPLIER.

NONCONFORMING PRODUCT

Nonconforming items that result from this purchase order, whether produced through manufacturing process, or a product from overhaul/repair maintenance activity, shall be destroyed if they cannot be repaired. In a case where an item/product is found to be nonconforming after being sent to DAC, the SUPPLIER must notify DAC immediately of the nonconforming item/product.

RIGHT OF ENTRY

SUPPLIER hereby grants to DAC, its customers, and any applicable regulatory agencies, the right to enter on its premises as well as other necessary places, during normal business hours, for the purpose of inspection of SUPPLIER’S facilities and systems to ensure SUPPLIER’S compliance with the terms and requirements of order, including the quality of the contracted work, records, and materials.

DEBARMENT OF SELLER

If SUPPLIER (or any of its subcontractors) is debarred by the Indian Government from participating in transactions which involve the shipment of items (whether commercial or military), DAC has the immediate available option of canceling this order without liability of any kind to SUPPLIER. If DAC only becomes aware of such status of SUPPLIER (or any of its subcontractors) after receipt of the ordered items, DAC may return such items to SUPPLIER and SUPPLIER shall immediately refund all amounts paid by DAC, if any, for such items.  It is SUPPLIER’S responsibility to determine if its subcontractors meet the requirements of this paragraph.

ASSIGNMENT & MODIFICATION

SUPPLIER shall not assign, sell, or subcontract this purchase order, or any part thereof, without DAC’s prior written consent.  No modification of this order shall be binding, unless agreed to in writing by an authorized representative of DAC.

CORRECTIVE ACTION

Suppliers must have a system for Corrective Action. Corrective Action refers to an internal problem solving process initiated to prevent future delivery of defective product. Emphasis should be on identifying potential problems and implementing a solution at the source.
Corrective action should be performed by an individual knowledgeable in the area or process that caused the defect. That person will conduct a failure analysis to identify the cause of the problem, propose and implement a solution.

The solution should be verified to ensure the problem is solved.

The supplier shall establish, document, implement and maintain a procedure to evaluate if nonconformities are based on human factors and if additional nonconforming parts exist.

Suppliers must provide a Corrective Action response within 30 calendar days. If a response is not received, a reminder call, email, or letter will be sent. If a Corrective Action is not responded to within 60 days of receipt, DAC reserves the right to terminate for cause any open purchase orders with the supplier. Unusual circumstances that require additional time to resolve should be arranged in advance by the supplier through DAC’s Quality department.

SUPPLIER FLOW DOWN

All supplier requirements mandated by DAC must be flowed down to sub-tier suppliers.

SUPPLIER RECORDS

Records Control

The supplier/vendor shall maintain a documented procedure, maintaining and controlling Quality records in accordance with acceptable quality system standards. Upon request, supplier/vendor shall be capable of retrieving and delivering required records to DAC within 48 hours from time of request.

Records Retention

Unless otherwise approved by Airgroup Dynamics, Inc in writing, supplier/vendor shall maintain all records that provide objective evidence of compliance to DAC PO/RO requirements for a minimum of 2 years after the last delivery of products and/or services listed on PO or RO received by Airgroup Dynamics, Inc. Prior to discarding, transferring to another organization, or destruction of such records, the supplier/vendor shall notify the DAC quality in writing and give DAC the opportunity to gain possession of the records. These requirements are applicable to records generated by supplier/vendor’s sub-tier sources.