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Acceptance
These Terms, Conditions, and Quality Requirements (hereinafter
referred to as 'Terms') represent the entire agreement applying to
ALL Purchase Orders issued by Coretec Denver Inc, ('Coretec'). The
Terms of this Purchase Order are those that apply to the purchase of
materials, items, components, or services (hereinafter referred to
as 'Material'). Coretec's acceptance is conditional on the
Supplier's assent to these Terms, which will govern exclusively in
accordance with the laws of the State of Colorado, notwithstanding
any provisions of Supplier's documentation. Any changes in the Terms
contained herein must specifically be agreed to in writing by an
authorized officer of Coretec before becoming binding on Coretec.
Prices
All payments are made in the funds specified on the Purchase Order.
All prices shown in this Purchase Order are firm and are not subject
to adjustment unless agreed upon by both parties.
Payment
Unless otherwise set forth on the face hereof, payment terms are as
per individual supplier agreements or not less than 30 days from
date of invoice. Each shipment will be considered a separate and
independent contract.
Changes
Coretec may make changes to this Purchase Order, including to
drawings and specifications for Material, or place of delivery, by
giving written notice to Supplier. If such changes affect the cost
of or the time required for performance of this Purchase Order, an
equitable adjustment in the price or date of delivery or both will
be made. No change by Supplier is allowed without written approval
from Coretec. Any request by Supplier for an adjustment under this
Article must be made in writing within thirty (30) days from the
date of Purchase Order receipt. Nothing in this Article excuses
Supplier from delivering the Material described in this Purchase
Order.
The supplier shall notify the buyer of any changes in the supplier's
organization, plant location and/or manufacturing processes. Coretec
approval of changes may be required.
Cancellation and Rescheduling
This Purchase Order may be terminated or suspended by Coretec in
whole or in part. Coretec will deliver to the Supplier a written
notice specifying the extent to which performance and/or the
deliveries of Material under this Purchase Order are terminated
and/or suspended and the date upon which such action shall become
effective. In the event of such action, Coretec shall pay Supplier
for the Material satisfactorily provided to the effective date of
termination or suspension. In this case, Supplier may submit a
proposal to Coretec Inc. for equitable increase in the prices to
account for costs of demobilization and direct termination expenses.
The termination of this Purchase Order shall discharge any further
obligations of either party.
Delivery / Force Majeure
If any Material is not delivered by the date specified herein,
Coretec reserves the right, without liability, to cancel this
Purchase Order as to any Material not yet shipped or tendered, and
to purchase substitute Material and to charge the Supplier for any
loss incurred. Oral cancellation notices made by Coretec or the
Supplier, are effective when made, but must be confirmed in writing.
Any provisions hereof for delivery by installment shall not be
construed as making the obligations of the Supplier severable.
Coretec shall have the right to refuse deliveries made more than one
week in advance of any delivery schedule appearing in this Purchase
Order unless arrangements for such early delivery have been
confirmed with the receiving party. The Supplier shall notify
Coretec in writing promptly of any delays (however caused) and of
any actual potential labor dispute which delays or threatens to
delay the timely performance of this Purchase Order. If the Supplier
is unable to complete performance at the time specified for delivery
hereunder, by reason of strikes, labor disputes, riot, war, fire or
other causes beyond the Supplier's reasonable control, Coretec, at
its option, may elect to take delivery of Material hereunder in its
unfinished state and to pay such proportion of the contract price as
the work then completed bears to the total work hereunder and to
cancel this Purchase Order without liability as to the balance of
the Material covered hereunder.
Inspection & Control of Nonconforming Material
The Material must conform exactly as specified in the Purchase
Order. They are to be free from all defects and nonconformities in
design, workmanship, and materials. The Material is subject to
inspection and test by Coretec at any time and place. If the
Material furnished is found to be defective, Coretec may reject
them, or require the Supplier to correct them without charge, or
require a reduction in price which is equitable under the
circumstances. The Supplier may not submit nonconforming Material or
services unless previously authorized in writing by Coretec.
Requests for the acceptance of non-conforming Materials or services
by Coretec must be made in writing through the Coretec Purchasing
Department with final acceptance requiring approval from Coretec's
Quality Manager or designate. If the Supplier is unable or refuses
to correct such items within a time deemed reasonable by Coretec,
Coretec may terminate this Purchase Order in whole or in part.
Supplier bears all risks associated with rejected Material. Supplier
will reimburse Coretec for all transportation costs, other related
costs incurred, and overpayments in respect of the neglected goods
and services.
Rejected Material Resubmission
All articles and materials rejected by Coretec and subsequently
resubmitted by the Supplier to Coretec should bear adequate
identification of such resubmission. Reference shall be made to the
Coretec rejection report number.
Warranty
Supplier warrants to Coretec that goods supplied under this Purchase
Order are free from defects in material, workmanship and design,
suitable for the purposes intended implied, in compliance with all
applicable specifications and free from liens or encumbrance on
title. All services are performed in accordance with current, sound,
and generally accepted industry practices by qualified personnel
trained and experienced in the appropriate fields.
Limitation of Liability
Liability of Coretec to the Supplier, if any, under this contract
for breach of contract or warranty, negligence or otherwise will in
no event exceed the total contract price specified herein less the
purchase price of any Material delivered and accepted hereunder.
Except for damages caused by the negligence of Coretec, Supplier
shall defend, indemnify and hold Coretec harmless from all claims,
actions, demands, loss and cases of action arising from injury,
including death, to any person, or damage to any property, when such
injury or damage results in whole or in part from the acts or
omissions of Supplier.
Confidentiality
In the performance of the Purchase Order, the Supplier and its
subcontractors, if any, may have access to confidential information
(hereinafter referred to as the "Confidential Information") which
Coretec must protect from disclosure. The Supplier undertakes to
hold all of the Confidential Information it receives in strict
confidence and neither to disclose nor release in any manner such
Confidential Information to any third party nor to use such
Confidential Information for any other purpose than the one for
which Coretec has disclosed same; to disclose Confidential
Information only to those of its employees or agents who need to
know such Confidential Information for the said purpose. The
Supplier warrants that such employees or subcontractors are
obligated to and will hold Confidential Information in strict
confidence and to take all reasonable measures to ensure that
confidentiality is respected. The Supplier shall indemnify and hold
harmless Coretec, its officers, directors and employees from and
against any and all liabilities, claims, suits, demands, disputes,
recourses, damages and expenses including, without limitation,
reasonable legal fees arising from any and all claims in respect of,
or resulting from, the use or the disclosure of Confidential
Information by the Supplier, its employees or subcontractors.
Right of Access
The Government, Regulatory Authorities, Coretec and our customers
shall have the right of access to the facilities of the seller and
all subcontractors including customer approved or designated
sources, for the purpose of reviewing applicable records to include
Certifications, Test Data, Release Notes or any other quality
records for all material shipped to Coretec.
Health and Safety Requirements
The Supplier will adhere to all Environmental laws and requirements
in the fulfillment of this Purchase Order. This includes, where
applicable, the compliance to Coretec's Occupational Health and
Safety Policy as well as the Contract Work Agreement.
Environmental Requirements
The Supplier will adhere to all Environmental laws and requirements
in the fulfillment of this Purchase Order. This includes, where
applicable, the compliance to Coretec's Environmental Management
System Policy
Quality Assurance Code Requirements
If the purchase order, received from Coretec, contains a reference
to one or more Quality Assurance Code Requirements; those codes and
the specific requirements, listed herein, are part of the
requirements of the purchase order. Quality Assurance Code
Requirements will be clearly identified on the face of the purchase
order.
The supplier must make available, upon request, records
demonstrating compliance to the Purchase Order
QA100 - Certificate of Compliance (C of C) required:
A Certificate of Compliance stating that the material supplied meets
or exceeds the specified industry standard is required. The C of C
must include the specification number and the signature of an
authorized Representative. All other materials require a Certificate
of Analysis (C of A).
QA101 - First Article required:
The first piece shall be fully inspected for all dimensions,
characteristics and notes listed on the drawing or specification.
Each reading shall be recorded along with the associated
requirement. First Article documentation is required to ship with
this order.
QA102 - AS9102 Required:
AS9102, Aerospace First Article Inspection Requirement shall
accompany this order.
QA103 - Traceability:
Product supplied under this purchase order must be traceable to the
raw material used in its production.
QA104 - Temperature Control:
The material supplied must be shipped and/or stored within the
manufacturer's specified temperature range.
QA105 - AS9100 Quality Management System:
The supplier must maintain a Quality Management System in accordance
with AS 9100.
QA106 - ISO 9001:
The supplier must maintain a Quality Management System in accordance
with ISO 9001
QA107 - Nadcap Accreditation:
The Supplier must have Nadcap Accreditation
QA108 - Calibration Service:
The Calibration Service shall be in compliance with ANSI/NCSL
Z540.1-1994.
QA109 - 'DX' Rated Order:
This order is a rated order issued under the Defense Priorities and
Allocations System regulation (15 CFR 700). Seller is required to
follow all provisions of that regulation in filling this order and
in obtaining items needed to fill this order. This is a 'DX' rated
order over $5,000.00 (USD), per DPAS regulation 15 CFR 700, if
seller rejects this order seller must notify buyer, in writing,
within five working days.
QA110 - 'DO' Rated Order:
This order is a rated order issued under the Defense Priorities and
Allocations System regulation (15 CFR 700), seller is required to
follow all the provisions of that regulation in filling this order
and in obtaining items needed to fill this order. This is a 'DO'
rated order over $5,000.00 (USD), per DPAS regulation 15 CFR 700, if
seller rejects this order seller must notify buyer, in writing,
within ten working days.
QA111 - Special Process Approval:
The supplier shall obtain Coretec Quality certification / approval
of facilities, equipment, processes and operating personnel for all
work on this order involving plating, chemical film, heat treat,
welding, soldering, radiographic, penetrant, magnetic particle,
painting, and ultrasonic special processes. The
certification/approval shall be obtained prior to the start of work.
Special process sources used by the supplier shall be subject to the
same approval requirements as above and shall be obtained prior to
the time of use by the supplier. All changes to an approved process
shall require Coretec's approval prior to implementation.
CERTIFICATES OF COMPLIANCE MUST INCLUDE THE SPECIAL PROCESS
SPECIFICATION NUMBER AND REVISION AS CALLED OUT. MANUFACTURERS THAT
UTILIZE AN APPROVED SPECIAL PROCESS SUPPLIER MUST PROVIDE, WITH
SHIPMENT, A CERTIFICATE OF COMPLIANCE FROM THE SPECIAL PROCESS
SUPPLIER.
QA112 - Source Inspection:
This order requires that Coretec personnel perform inspection at the
point of manufacturing. The seller is to notify Coretec buyer 5 days
prior to shipping that the material will be ready for source
inspection.
QA113 - Flow Down Requirements:
The Supplier is required to flow down requirements to your sub-tier
suppliers as a part of this purchase. Flow down requirements are
identified on the face of the purchase order or by reference on the
face of the purchase order.
QA114 - Test Specimens Required:
The supplier shall submit test specimens (production method, number,
storage conditions) for design approval, inspection, investigation
or auditing. The test specimen requirements are identified on the
face of the purchase order or by reference on the face of the
purchase order.
QA115 - Requirements for design, test, examination, inspection and
related instructions for acceptance are required:
The requirements are identified on the face of the purchase order or
by reference on the face of the purchase order.
QA116 - Record Retention:
The Supplier and any subcontractor(s) shall maintain, on file for a
minimum of 7 years from date of manufacture, Certifications, Test
Data and Release Notes and any other quality records for all
material shipped to Coretec. Documents must be available within 24
hours of request.
QA117 - Shelf Life:
Any materials with an expiry requirement will not be accepted with
less than 80% of shelf life remaining, without written approval from
Purchasing.
05/26/2009
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