DESIGNED PRECISION CASTINGS INC.
STANDARD TERMS AND CONDITIONS / FLOW DOWN FOR PURCHASED GOODS AND SERVICES REL. I
1. ACCEPTANCE OF ORDER / AGREEMENT. Supplier acknowledges and agrees that these Terms and Conditions are incorporated in, and are a part of, any agreement between the parties, and each purchase order, release, job order, instruction, specification and other document, written or electronic relating to the products or services to be provided by the Supplier pursuant to the foregoing (collectively referred to as this “Contract”), and that DP Cast’s purchase orders are made conditional upon the incorporation of these Terms and Conditions into this Contract.
2. SUPPLY. Supplier agrees to supply the products / goods or services as specified in the purchase order and according to the terms of this Contract. Supplier is not obligated to supply, any Products, goods or services without an issued Purchase Order. Supplier is considered to accept all Purchase Orders that comply with these terms and conditions. Unless otherwise specified on the Purchase Order, the Supplier will use the latest revisions of all quoted specifications and standards. In the event of any inconsistency or ambiguity between this Contract or other document such as, Purchase Order, Suppliers quotation, invoice, specification or other terms of Purchase the supplier shall communicate and specify clarification on the Purchase order or as agreed and authorized in a writing. Unless stated in writing, DP Cast does not guarantee any minimum level of purchases, or that it will acquire any, or all, of its requirements of the Products, goods or services from the Supplier.
3. SHIPMENT AND DELIVERY. Unless specified in writing shipments of goods will be delivered at the suppliers expense to the DP Cast specified destination. Products / goods or services are to be delivered during normal business hours or as specified. All Products / goods and Services will be delivered on the dates and schedules specified on the Purchase order or as agreed to in writing. Receipt does not constitute finale acceptance. Shipped Products and goods must be appropriately packed and shipped and according to applicable laws and regulations. Shipped items must be appropriately marked and identified to demark any hazardous or dangerous materials and or special handling and storage needs. Rejected items will be notified to the supplier and the supplier is responsible for the disposition and associated costs of the disposition. If the supplier cannot deliver the goods as specified or on time the supplier is responsible for coordinating remedial actions and solution agreeable to DP Cast. DP Cast has the right to terminate the Contract with immediate effect by giving written notice to the Supplier.
4. INVOICE PAYMENT AND OVERDUE ACCOUNTS TERMS. As consideration for the Products, DP Cast shall pay the amount specified in the applicable Purchase Order(s). All invoices must reference the applicable Purchase Order. DP Cast shall pay all correct invoices within a min. Thirty (30) days or as agreed in writing of the date acceptable invoices are received. Supplier shall be solely responsible for and pay any required state, federal or provincial sales taxes or other assessments required to be paid by Supplier as the seller / exporter. DP Cast will be responsible for and pay any required state, federal or provincial taxes or other assessments required to be paid by Customer as the purchaser / importer. Applicable Tax / Tarriff and import exemption documentation must be supplied by the supplier and accompany the shipment documentation. Freight / delivery and other associated costs are to be the suppliers responsibility or as specified on the Purchase Order. Unless specified in writing an or quoted prices for the Products and Goods are exclusive of Freight Costs. Accounts past due will be charged an Interest fee of 2% on invoices outstanding over 30 days.
5. WARRANTIES. Supplier represents, warrants and covenants that (a) it has good title to the Products and the right to transfer title to the Products free and clear of any lien, claim or other encumbrance of any kind including Counterfeit or Suspect Goods supplier must support authentication and traceability; (b) all Products will conform to all relevant specifications that may be provided by DP Cast, and to any samples, drawings and descriptions furnished by Supplier relating thereto; (c) all Products will be new (unless otherwise specified or agreed by DP Cast) and fit for their intended uses; (d) all Products will free from defects or faults of any kind in design and materials. (e) all Products and their use, manufacture, sale, lease, distribution, or other commercialization do not and will not infringe, misappropriate or violate the intellectual property, copy or trademark rights of any party.
6. SUPPLIER RESPONSIBLE FOR SALE RECORDS AND TAXES. Supplier shall be solely responsible for filing the appropriate Provincial, federal, state and local tax forms and for paying all taxes or fees due with respect to the Products. Supplier further agrees to provide DP Cast with reasonable assistance in the event of an audit. DP Cast shall have no responsibility to pay or withhold from payments to Supplier, any Provicial, federal, state or local taxes or fees.
7. INSURANCE. The Supplier is responsible for maintaining adequate insurance as is required by law or as is common practice in Supplier’s trades or businesses. Upon request, Supplier shall provide DP Cast with certificates of insurance or evidence of coverage. Supplier shall provide adequate coverage for any DP Casts property under the care / consignment, custody or control of Supplier. The purchase of insurance will not limit or release Supplier from Supplier’s obligations or liabilities under the Contract.
8. INDEMNITY. Supplier shall indemnify, hold harmless, and defend DP Cast, its officers, directors, agents and employees, against all claims, liabilities, damages, losses and expenses, (“Liabilities”) including attorneys’ fees and cost of suit arising out of or in any way connected with the Products, Goods or Services provided under this Contract, including, without limitation, for any personal injury, illness or death to any person or damage to any property or claim or other assertion of Liabilities or potential Liabilities by any person or any other loss or damage of any kind whatsoever, to the extent such Liabilities are caused by, arise out of, or are connected in any way with: (a) any breach by Supplier of any of Supplier’s obligations, covenants, undertakings, representations or warranties under this Contract or any Purchase Order; (b) any act or omission of Supplier, its personnel, or its agents; (c) the Products; and (d) any claim by a third party against DP Cast alleging that any Product provided under this Contract, infringes a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Supplier shall have no obligation to indemnify Liabilities that are caused solely by the negligence or willful misconduct of DP Cast. Supplier’s indemnification obligations will not be affected by any insurance Supplier is required to maintain pursuant to the terms of this Contract. Every exemption, limitation, defense, immunity, indemnity or other benefit contained in this Contract or otherwise to which DP Cast is entitled will be held by DP Cast to the benefit of, and will extend to protect, DP Cast’s directors, officers, employees, agents, contractors and subcontractors.
9. LIEN WAIVERS. Supplier guarantees that no lien, encumbrance or security interest will be filed by Supplier or anyone acting on behalf of, or claiming under or through Supplier, against Company, Company’s property or the Goods supplied under the Contract.
10. CONFIDENTIALITY. Confidential or proprietary information disclosed by DP Cast to the Supplier may include but not limited to, any business, financial, product or customer information, along with any information identified by DP Cast as confidential. Supplier agrees not to disclose Confidential Information to any third party and will use such information only as is necessary to perform its obligations under this Contract. Upon the expiration or termination of this Contract for any reason, Supplier will notify DP Cast of all DP Cast Confidential Information in Supplier’s possession and will return or appropriately disposition as agreed by DP Cast all such DP Cast Confidential information. Supplier agrees not to copy, alter, decompile, disassemble, reverse engineer, or otherwise modify or directly or indirectly disclose any DP Cast Confidential Information, unless approved by DP Cast with prior written consent. Supplier will take due care in the use and internal disclosure of information to suppliers employees and agents. Supplier agreed to a signed nondisclosure agreement and will abide by its terms and conditions. Supplier will immediately communicate any risks associated to the misappropriation, misuse, theft, loss or other risk to confidential information to DP Cast. Supplier will take necessary and standard control measures to protect special designated ITAR and CGP assigned information and or Products / Goods.
11. TERMINATION. DP Cast may terminate this Contract upon written notice to Supplier if Supplier fails to perform or breaches any of Supplier’s obligations under this Contract, files a petition in bankruptcy, becomes insolvent, or dissolves. Additionally, DP Cast may terminate this Contract for any other reason upon thirty (30) days’ written notice to Supplier. Supplier may also terminate this Contract upon written notice to DP Cast if DP Cast fails to meet or remedy any agreed obligation.
12. LIMITATION OF LIABILITY. DP Cast shall not be held liable to the supplier or any third party for any incidental, indirect, special or consequential damages arising out of, or in connection with, this contract, whether or not DP Cast was advised of risk of such damage.
13. GENERAL.
Nonexclusively, unless otherwise noted in writing DP Cast has the right and is free to purchase products, goods and services of the same or similar to the Supplier’s.
Assignment; Unless part of the original scope of the contract the Supplier may not assign or transfer this Contract unless otherwise notified and approved.
Limitation of Sale, DP Cast owned, designs, engineering information, specifications and intellectual property must be regarded as DP Cast property. Supplier does not have the right to supply to, advertise, offer and provide DP Cast property or products to others unless approved in writing.
Survival Of Obligations. Any obligations and duties which by their nature extend beyond the expiration or termination of this Contract shall survive the expiration or termination of this Contract.
Governing Law; Jurisdiction. This Contract shall be construed in accordance with the laws of the Province of Ontario.
Contract Modification: This Contract, including any exhibits and any purchase orders issued, is the complete, final and
exclusive statement of the terms of the agreement between DP Cast and the Supplier and supersedes all other prior and contemporaneous negotiations and agreements, oral or written, between them relating to the subject matter hereof. This
Contract may not be varied, modified, altered, or amended except in writing and signed by the parties.
Compliance With Laws. Supplier shall comply fully with all applicable federal, provincial, state and local laws in the performance of this contract including, but is not limited to, all applicable tax, export and environmental laws.
Legal Fees and Costs. In the event any action is instituted by DP Cast to enforce the terms of this Contract or a Purchase Order, or in connection with a breach or threatened breach of this Contract or any Purchase Order, DP Cast shall be entitled to receive from Supplier reasonable attorney fees and costs incurred.
14. FLOW DOWN REQUIREMENTS. Unless otherwise noted or specified, by accepting this Purchase order, the Supplier accepts the following requirements flow down with the exception of items related to MRO (Maintenance, Repair, Overhaul) and generic supplies.
General: DP Cast adheres to the requirements of Bill S-211 Fight Against Forced Labor and Child Labor in Supply Chains Act. We are aware of and are committed to sustainable procurement and continually work towards protecting environmental and socio-economic issues.
a. Quality Management System: Supplier shall have a QMS and strive to continually improve. Where applicable and required ISO /AS standards may be required and specified including ISO9001, AS9100, AS13100.
b. Counterfeit Parts Prevention: Supplier shall comply with AS6174 and AS5553 standards as applicable to ensuring counterfeit parts prevention.
c. Conflict Minerals: The source of materials used to fulfil the purchase order terms must be compliant with the Conflict Minerals Regulations issued by SEC US Dodd-Frank Act EU2017/821.
d. Cybersecurity: Best practices adequate for the suppliers industry based on industry standards such (e.g. ISO 27001 NIST 800).
e. Testing and Calibration: Applicable Laboratories and Calibration suppliers must hold a current certification to ISO 17025 or ANSI/NCSL Z540 and notify DP Cast of lapse or failure to comply.
f. Outside Services for Aerospace and Defence Goods: Suppliers must be compliant to National Aerospace and Defense Contractors Accreditation Program (NADCAP) or equivalent.
g. Surveys and Verification: The supplier agrees to accept, participate and complete periodic surveys (certifications) and information needs related to their scope of expectations.
h. Flow Down to Tiers: The Supplier shall implement and maintain an Approved Supplier List (when applicable) and flow down these requirements as well as any specified Customer specific requirements as necessary.
i. Document Retention: The Supplier shall implement and maintain a quality management system and retain / control documented information for a min of 10 Yrs.
j. Foreign Object Debris / Damage: The supplier shall establish and maintain a Foreign Object Debris and Damage (FOD) Prevention program that is in compliance with industry standard NAS412/ ref. AS9146.
k. Qualified Personnel: The supplier will ensure individuals working on the product/service are appropriately qualified,
competent, and aware of their contribution to conformity, safety, and ethical behavior.
l. Right to Visit / Audit: The Supplier agrees to allow the right to visit the supplier with appropriate prior notice, this right of access includes our customers and regulatory authorities.
m. Non-Conformance Formal Response: In the event of a nonconformance, the supplier agrees to formal response and complete a formal CAR Request, when requested by DP Cast its Customers, auditors or other relative 3rd party stakeholder.
n. C Of C: As applicable a certificate of compliance/ conformance shall accompany all shipments associated with the purchase order.
o. CGP / DFARS: Where applicable and or identified a Rated Order certified for National Defense use, product and material certifications must accompany shipments and must include CGP (Controlled Goods Program) / DFARS / compliance including, All the requirements of the Defense Priorities and Allocation System (DPAS) Regulation (15 C.F.R. part 700), and US Government Contract Provisions from the Federal Acquisition Regulation(FAR) and the Department of Defense Federal Acquisition Regulation Supplement (DFARS).
p. Perishable Goods: Products that must be used within a specific period of time and stored in a specific environment must include identification and storage life / expiration information.
q. Right to Product/Service information: Supplier shall provide upon request additional inspection/test information data/samples for validation and verification purposes, as needed.
r. Notification of Change: Design specific requirement (applicable when design is flowed down to the supplier): the supplier will notify us when there are changes to design and development documentation or processes. Acceptance of the changes may include samples/first article as necessary.
s. Code of Conduct, Ethical, Social and Environmental responsibilities. Suppliers are expected to incorporate social, ethical and environmental responsibility and sustainable manufacturing, including knowledge and responsibility expectations for:
-Registration, Evaluation, Authorization and restriction of Chemicals (REACH), EU Regulation 1907/2006,
-Restriction of Hazardous Substances Directive (RoHS), 2002/95/EC.
Revisions Release:
1 – Original release draft. Apr. 2020 (J. Holland)
2 – Revised for DP Cast Website Nov. 2022 (J. Holland)
3 – Revised to include DFARS / Flow Down Jun 2023 (S. Faria)
4 – New Draft Nov. 2023 (S. Faria)
F – Release F Nov, 27, 2023 (S.Faria)
G – Revised Payment terms interest fee of 2% / Specification rev. reference May 2, 2024 (S.Faria)
H – Revised to include sustainable procurement Bill S-211 reference May 28, 2024 (S.Faria)
I – Revised to include flow down of AS13100 requirements. Aug. 2024 (S.Faria)