1.ACCEPTANCE : Seller has read and understands this contract and agrees that Seller 's written acceptance or commencement of any work or services under this contract shall constitute Seller's acceptance of these terms and conditions only.
2.GENERAL : a) No increase in prices shall be permitted during the period of the Contract.
b) If the purchase order is not accepted by acknowledgment within ten days from the date of receipt by the Seller we shall be at liberty to cancel the same without incurring any liability whatsoever.
c) Prior approvals to be obtained from buyer before seller supply any non-conformity products.
d) Any changes in requirements / process will be communicated to the seller for incorporation. The key characters required to be controlled and records maintained shall also be intimated.
3. BILLS AND INVOICES : a) The Bills and invoices shall be made out and sent in duplicate clearly indicating the purchase order number, date and description of the consignment and shall be sent to the Finance manager / Purchase Manager, Trusted Aerospace Engineering Pvt Ltd., 105, Nemily road, Sriperumbudur -602 105, Kancheepuram district.
b) Each consignment shall relate to one purchase order only.
4.PAYMENTS :a) Normally to be discussed and mutually agreed on satisfactory receipt of goods at site in the event of any dispute as to dimensions, Weight, quality, finish, colour, design or heading, the said period shall not be binding.
b) For clearance of outstanding bills a statement showing bills outstanding with our Goods Receipt Document reference shall be sent to Manager (Finance), Trusted AeroSpace Engineering Pvt Ltd. indicating the purchase order number and date and description.
5.PACKING AND DISPATCH :a) The packing should be intact and the components/ parts / raw materials-sheets/ bars should not rub and should be free from scratches, dent, and other defects.
b) All railway receipts / goods consignments notes / delivery challans shall be made out in the name of Buyer and not in personal names or to self except from the negotiation of the documents through bank. Any expenses incurred for taking delivery of the Consignment dispatched in a manner otherwise than stipulated above will be recovered from the Seller.
c) All packages shall be boldly and clearly marked on the outside of the package with the purchase order number and date.
d) No additional changes will be allowed for packing, forwarding and transport unless so stipulated, it being distinctly understood that the prices shall be FOR Chennai.
e) Damages to any goods/materials for want or lack of proper packing without ensuring the protection to goods will be at the risk of the Sellers.
f) Buyer shall be under no obligation to accept materials received by the Buyer in excess of the quantity ordered and shall remain the Buyer's premises at the Seller’s entire risk.
g) Materials / goods must be supplied / dispatched within the time subject to the condition specified in the order. The time for and date of delivery stipulated in the purchase order shall be deemed to be of the essence of the contract and delivery shall be completed not later than the date specified matter of the order or any consignment or part thereof within the period prescribed for such delivery, the Buyer shall be entitled to purchase elsewhere Without notice to the Seller on account and at the risk of the Seller the product\materials not delivered or others of similar description (where others exactly complying with the particulars are not in the opinion of the Buyer which shall be final, readily procurable) without cancelling the contract in respect of the consignment not Yet due for delivery or to cancel the contract in it’s entirely. In either event, the Seller shall be liable for any loss which the Buyer may Sustain on that account, but the purchaser shall not be entitled to any gains on repurchases made against default.
h) The Buyer reserves the right to delay the delivery of the supplies without any change in price.
i)Buyer reserves the right at any time to direct changes, or cause Seller to make changes, to drawings and specifications of the goods or to otherwise change the scope of the work covered by this contract including work with respect to such matters as inspection, testing or quality control, and Seller agrees to promptly make such changes. Any difference in price or time for performance resulting from such changes shall be equitably adjusted by Buyer after receipt of documentation in such form and detail as Buyer may direct.
6. INSPECTION AND REJECTION : a)lf the Buyer finds that product\materials supplied are not of the contracted quality or not according to the specifications required by the Buyer or are received in damaged or broken condition or otherwise not satisfactory owing to any reason of which the Buyer shall be the sole judge, the Buyer will be entitled to reject the material at any stage and cancel the order / contract and buy its requirements in the open market at the risk and cost of the Seller and recover the loss, if any, occasioned in such risk purchase, from the Seller.
b) Buyer, its representative, customer and regulatory authority has the right to inspect / verify the product / process at your end. This verification, however, will not absolve you of the responsibility to supply acceptable product nor shall it preclude subsequent rejection.
c) Local Sellers shall remove the rejected material within two weeks. In case the Seller fails to collect the rejected materials within this time, the Buyer will scrap the materials after the period is over. The Buyer will have no liability whatsoever including its loss in respect of such scrapped materials.
d) In case of outside (Imports) Sellers, the rejected materials shall be promptly returned to seller at their cost in all respects. So long as the rejected materials lie at our Works for any reason, they shall be entirely at Sellers risk and responsibility.
e) The raw materials will be sent for testing to NABL accredited lab by the buyer on receipt of materials and buyer will communicate in case of non –conformance to the seller. The requirement of Test Specimen shall be intimated to suppliers /subcontractors if needed.
f) Any Non-conformance to the requirements shall be brought to the notice of TASE for disposition. In case of rejections, Non-conformances, seller to take necessary corrective action / preventive action using appropriate Tools such as 5 Whys, Cause and effect diagrams, 8D approach etc. and this has to be tracked. The reports have to be sent to the buyer.
g) If material is not within time specifications and due to urgency material is rectified as covered by our inspection report, extra inspection and rectification charges incurred by Buyer shall be recovered from the Sellers.
h) Stock rejection covered by Buyer inspection report, due to material defect, shall be recovered from Seller. The defective product \material will not be sent to the Seller; however, credit towards the scrap realization will be given to the Seller.
i) For special processes, the process validation records to be sent to us as and when carried out at your end.
j) the test bar / specimen will be sent along with the batch in case of HT and plating process and this has to be sent back to us along with your report for our inspection.
k) The inward inspection will be carried out at TASE facility on receipt of materials / components.
7. WARRANTY / GUARANTEE : a)Seller warrants/guarantees that the goods covered by this contract will conform to the specifications, drawings, samples, or descriptions furnished to or by Buyer, and will be merchantable, of good material and workmanship and free from defect. In addition, Seller acknowledges that Seller knows of Buyer’s intended use and warrants / guarantees that all goods covered by this contract that have been selected, designed, manufactured or assembled by Seller based upon Buyer's stated use will be fit and sufficient for the particular purposes intended by Buyer. The warranty period shall be that provided by applicable law, except that if Buyer offers a longer warranty to its customers, such longer period shall apply.
b) The Seller shall replace free of charge any part or parts found to be defective in quality finish, colour, design, material or workmanship or in the event of the failure or indication of failure within 24 months the equipment is, put into use. In case of non-conformity in the product / material reported by Buyer or customer, Seller is responsible for correction & corrective action.
c) In case of Services, Seller warrants that Services will be performed by competent personnel, and will be of professional quality, consistent with generally accepted industry standards for the performance of such services. Seller will ensure that it has all necessary resources to provide the Services, including, without limitation, properly trained and licensed personnel, machinery, equipment and materials. The warranty period, if applicable, will for the duration prescribed by local law, but in no event will be less than twenty -four (24) months from the date of the provision of the Services.
d) Seller specifically warrants and agrees that Seller will not introduce malicious software into Buyer’s equipment, database(s) or network(s). In the event that Seller does introduce malicious software, Seller will work with Buyer to immediately remove such malicious software from all infected equipment, database(s) and network(s) and will restore such equipment, database(s) and network(s) to their original state.
8. INTELLECTUAL PROPERTY: : a)Drawings and sketches, if any, furnished by the Buyer to the Seller shall be a controlled copy and always remain the property of the Buyer and shall not be used for any either purpose except for which they are provided. They shall not be defected, altered, copied or allowed to be copied in any manner whatsoever except with the prior approval of the Buyer. Seller shall be responsible for their safe custody during the period they are in possession and shall ensure their prompt return to the Buyer when no longer required.
b)Seller agrees not to assert any claim (other than a claim for patent infringement) with respect to any technical information that Seller shall have disclosed or may hereafter disclose to Buyer in connection with the goods or services covered by this contract.
9. SUPPLIER QUALITY AND DEVELOPMENT; INSPECTION :Seller agrees to participate in Buyer’s supplier quality and development program(s) and to comply with all quality requirements and procedures specified by Buyer, as revised from time to time, including those applicable to Seller. In addition, Buyer shall have the right to enter Seller’s facility at reasonable times to inspect the facility, goods, materials and any property of Buyer covered by this contract. Buyer’s inspection of the goods whether during manufacture, prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished goods. Process validation records to be submitted at frequent intervals in case of Special process
10. FORCE MAJEURE : The Buyer shall not be liable for non-performance or delays in or failure in performance hereon if and to the extent caused by occurrences beyond their control, including but not limited to, acts of God, decrees or restraints of Government, strikes, or other labour disturbances, war sabotage, change of law, refusal on the part of any government, government agencies bank Jr other competent authority to grant any necessary permit license or sanction or deciding to revoke or qualify and such permit or in the event of any other supervening clause rendering performance or further performance of any of the obligations impossible in accordance with the most liberal interpretation of the doctrine of frustration of contracts.
11. INSOLVENCY :Buyer may immediately terminate this contract without liability to Seller in any of the following or any other comparable events:
a) insolvency of Seller;
b) filing of a voluntary petition in bankruptcy by Seller;
c) filing of any involuntary petition in bankruptcy against Seller;
d) appointment of a receiver or trustee for Seller; or
e) execution of an assignment for the benefit of creditors by Seller, provided that such petition, appointment or assignment is not vacated or nullified within 15 days of such event. Seller shall reimburse Buyer for all costs incurred by Buyer in connection with any of the foregoing, including, but not limited to, all attorneys or other professional fees.
12. TERMINATION FOR BREACH OR NONPERFORMANCE; SALE OF ASSETS OR CHANGE IN CONTROL: Buyer reserves the right to terminate all or any part of this contract, without liability to Seller, if Seller:
a) repudiates or breaches any of the terms of this contract, including Seller’s warranties;
b) fails to perform services or deliver goods as specified by Buyer;
c)fails to make progress so as to endanger timely and proper completion of services or delivery of goods; and does not correct such failure or breach within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure or breach. In addition, Buyer may terminate this contract upon giving at least 60 days’ notice to Seller, without liability to Seller, if Seller (i) sells, or offers to sell, a material portion of its assets, or (ii) sells or exchanges, or offers to sell or exchange, or causes to be sold or exchanged, a sufficient amount of its stock that effects a change in the control of Seller.
13. TERMINATION FOR CONVENIENCE: In addition to any other rights of Buyer to terminate this contract, Buyer may, at its option, immediately terminate all or any part of this contract, at any time and for any reason, by giving written notice to Seller. Upon such termination, the entire liability of the Buyer shall not exceed the contract price for all goods or services that have been completed in accordance with this contract and not previously paid for on the date of termination. Buyer shall not be liable for and shall not be required to make payments to Seller, directly or on account of claims by Seller’s subcontractors, for loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, or general and administrative burden charges from termination of this contract.
14. FLOW DOWN OF PURCHASE ORDER (PO)/ CONTRACT REQUIREMENTS TO THE SUB TIER SELLERS IS THE RESPONSIBILITY OF SELLER. <
15. NON-DISCLOSURE AGREEMENT (NDA) AS INCLUDED IN THE CONTRACT SHOULD BY DULY SIGNED BY THE SELLER, IT IS THE RESPONSIBILITY OF THE SELLER TO ENSURE THIS BEFORE RECEIVING ANY INPUT FROM BUYER.
16. BREACH OF ORDER: If the Seller is in breach of the order or any of the conditions laid in the order, the Buyer shall give a written notice to the Seller asking for appropriate remedy. If the breach is not capable of a remedy, then the order shall be terminated with immediate effect. If the breach is capable of remedy, then the Seller shall rectify the same within 28 days (or other periods as agreed upon) of the issue of notice by the Buyer, failing which the Buyer shall terminate the order. The Seller shall bear all costs arising out of the incident,
17. SUB CONTRACT AND ASSIGNMENT:No order shall be may be sub contracted without the prior permission of the Buyer (in cases applicable). The Buyer shall not unreasonably withhold any such decisions affecting the Seller’s performance.
18. SEVERANCE: If any of the terms of this order is nullified of made void by a written statement by the Buyer, the remaining conditions as far as possible shall remain in full force as applicable.
19. COMPLIANCE WITH LAW AND REGULATIONS:a) The Seller shall abide all applicable law applicable to its businesses in carrying out the work outlined in the order. The Seller shall conform to all applicable statuary and regulatory requirements.
20. INDEMNIFICATION:If Seller performs any work on Buyer’s premises or utilizes the property of Buyer, whether on or off Buyer’s premises, Seller shall indemnify and hold Buyer harmless from and against any liability, claims, demands or expenses (including attorney’s and other professional fees) for damages to the property of or injuries (including death) to Buyer, its employees or any other person arising from or in connection with Seller’s performance of work or use of Buyer’s property, except for such liability, claim, or demand arising out of the sole negligence of Buyer.
21. INSURANCE:Seller shall maintain insurance coverage with carriers acceptable to Buyer. Seller shall furnish to Buyer either a certificate showing compliance with these insurance requirements or certified copies of all insurance policies within 10 days of Buyer’s written request. The certificate will provide that Buyer will receive 30 days’ prior written notice from the insurer of any termination or reduction in the amount or scope of coverage. Seller’s furnishing of certificates of insurance or purchase of insurance shall not release Seller of its obligations or liabilities under this contract.
22. NO ADVERTISING: Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise or publish the fact that Seller has contracted to furnish Buyer the goods or services covered by this contract, or use any trademarks or trade names of Buyer in Seller’s advertising or promotional materials.
23. EXCLUSIVE SERVICES:Seller agrees that, at Buyer’s request, it will not, for a period of twelve (12) months following completion of the Services, assign those persons who directly and substantively performed services for Buyer under this contract and had access to Buyer’s Information to perform similar services for a competitor in the same line of business as Buyer. This clause is subject to any limitations imposed by local law.
24. RIGHT TO AUDIT:Buyer, at its expense, has the right to enter onto Seller’s premises to review and/or audit the appropriate records, including the administrative procedures of Seller, to substantiate the charges invoiced under this contract. Seller will preserve all pertinent documents for the purpose of auditing charges invoiced by Seller for a period of three (3) years after final payment, or such longer period as Buyer specifies in this contract. Seller further agrees to cooperate fully with Buyer with all reasonable requests of Buyer during review (s) or audit(s) and agrees that such audit may be used as a basis for settlement of disputes which might arise regarding payments under this contract. Where Seller utilizes the services of third parties, Seller must include in its contracts with such third parties a “right to audit” clause with terms and conditions similar to those set out in this paragraph.
25. NON-ASSIGNMENT:Unless otherwise specifically prohibited by applicable law, Seller may not assign or delegate its rights or obligations under this contract without Buyer’s prior written consent.
26. ARBITRATION: All disputes arising out of this purchase order shall be referred, except as to matters in respect whereof the decision is specifically provided for by this condition, to the award of two arbitrators one to be nominated by each party to the dispute. Subject to the said provisions for arbitration, Courts in Chennai shall have exclusively jurisdiction in the matter.
27. GOVERNING LAW; JURISDICTION: This contract is to be construed according to the laws of the country (and state/province, if applicable) from which this contract is issued as shown by the address of Buyer, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. Any action or proceedings by Buyer against Seller may be brought by Buyer in any court (s) having jurisdiction over Seller or, at Buyer’s option, in the court (s) having jurisdiction over Buyer’s location, in which event Seller consents to jurisdiction and service of process in accordance with applicable procedures. Any actions or proceedings by Seller against Buyer may be brought by Seller only in the court(s) in Chennai.
28. SEVERABILITY: If any term(s) of this contract is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this contract shall remain in full force and effect.
29. ENVIRONMENT:a)Preference for eco-friendly, recyclable, and non-hazardous materials.
b)Supplier to provide Material Safety Data Sheets (MSDS) where applicable.
c)Supplier must ensure proper handling, storage, and disposal of waste in compliance with environmental regulations.
d)Use of minimal, recyclable, or biodegradable packaging.
e)Compliance with low-emission transport and sustainability initiatives.
f)Personnel handling hazardous materials should have environmental training.