Terms and conditions for suppliers
General Terms and Conditions & EN9100 TERMS (PURCHASE OF GOODS AND/OR SERVICES)
EN9100 SPECIFIC TERMS
1 . GENERAL
In addition to AMPLEXOR´s Purchase General Terms and Conditions, the EN 9100 Terms defines the requirements related to EN 9100 that must be met by any AMPLEXOR Supplier in the context of the Services entrusted to them.
AMPLEXOR must ensure that its activities, Products and Services comply with all applicable regulatory requirements and other EN 9100 requirements. Suppliers have a major role in the fulfilment of these objectives. As a result, they must control their activities in order to ensure the quality of their Products/Services, and also ensure that their activities are carried out within the framework of a quality system compatible with the requirements of ISO 9001 and / or EN 9100.
EN 9100 Terms and Conditions Agreement is part of the purchase order established with the Supplier. Supplier's acknowledgement, acceptance of payment, or commencement of performance shall constitute Supplier's unqualified acceptance of AMPLEXOR, EN9100 Terms & General Terms and Conditions for Purchasing.
2. QUALITY SYSTEM
Suppliers whose Product or Service is subject to an approved Quality Systems shall meet all current EN9100 ''Quality Management Systems/Aerospace – Requirements” including:
- Requirements for approval of Product, procedures, processes and equipment
- Requirements for qualification of personnel.
- Quality management system requirements.
- The identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
- requirements for design, test, verification, use of statistical inspection, verification (including production process techniques for Product acceptance, and related instructions for acceptance by the organization, and as applicable critical items including key characteristics, requirements for test specimens (e.g., production method, number, storage conditions) for design approval, inspection/verification, investigation or auditing.
- requirements regarding the need for the Supplier to:
- notify the organization of nonconforming Product
- obtain organization approval for nonconforming Product disposition,
- notify the organization of changes in Product and/or process, changes of Suppliers, changes of manufacturing facility location and, where required, obtain organization approval, and
- flow down to the supply chain the applicable requirements including AMPLEXOR requirements,
- record retention requirements, and right of access by the organization, their AMPLEXOR and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.
AMPLEXOR shall ensure the adequacy of specified purchase requirements prior to their communication to the Supplier.
The Supplier and any applicable sub-tier suppliers should make available, upon AMPLEXOR´s request, a Quality System manual. This documented Quality System must include provisions for the Supplier to manage the competence, awareness, and training of all personnel where required.
3. PRODUCT / SERVICE REALIZATION
The Supplier applies a risk management methodology.
General Terms and Conditions
For the purposes of these General Terms and Conditions, the following words shall have the meanings assigned to them below:
General Terms and Conditions: these general terms and conditions for the procurement of Products and Services;
Purchase Order: the written confirmation by AMPLEXOR of a quotation, proposal or offer from Supplier sent to Supplier by post mail, fax or digitally;
Contract: a written agreement and/or the Order for the purchase of Goods and/or Services by AMPLEXOR from Supplier, including any other documents submitted by AMPLEXOR to form part thereof, such as but without limitation to any specifications;
Defect: any deviation from the Specifications or any kind of improper functioning of the Products;
Items: all items, documentation, images or materials otherwise, such as models, stamps, drawings, tools or other aids, which AMPLEXOR makes available to the Supplier in connection with the Contract;
Products: all items, goods, materials, merchandise and any other Products, data, as stipulated in the Purchase Order or the Contract, which are supplied, delivered or otherwise made available or to be supplied, delivered or made available, to AMPLEXOR and Supplier in the performance of a Contract;
Services: all services as stipulated in the Purchase Order or the Contract, which are offered, provided or to be provided to AMPLEXOR;
Specifications: the detailed specifications or description of the Products or Services as agreed to by AMPLEXOR and Supplier, including, if applicable, the specifications or descriptions detailed in requests for quotations, requests for proposals, offers and other communications between AMPLEXOR and Supplier. Should no such detailed specification or description be provided, the specification shall be that which is usual between parties or, should no such specification/description exist, that which generally applies within the sector;
Supplier: the party providing the Goods and/or Services to AMPLEXOR;
Affiliate: Affiliates in this respect means, any other entity controlling, controlled by or under common control of AMPLEXOR. The terms “control”, “controlling” and “controlled”, shall mean the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% of the issued share capital or more than 50% of the voting rights, or the power, directly or
indirectly, to appoint a member of the board of directors or similar governing body.
AMPLEXOR: the party ordering Goods and/or Services from Supplier;
AMPLEXOR Data: any data or information, including data relating to an identified or identifiable natural person, acquired by Supplier in preparation of or during the fulfilment of the Contract, irrespective of whether such data or information relates to AMPLEXOR, its Affiliates or their respective AMPLEXORs or suppliers;
Delivery: delivery of Goods by Supplier in accordance with Clause 5.1;
Embedded Software: software necessary for operation of Goods, and embedded in and delivered as integral part of Goods;
Intellectual Property (Rights): (a) patents, utility models, copyrights, database rights and rights in trademarks, trade names, designs, knowhow, and invention disclosures (whether registered or unregistered); (b) applications, reissues, confirmations, renewals, extensions, divisions or continuations for any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
These General Terms and Conditions shall apply to all requests for quotations, proposals and offers, all orders, agreements and other legal relationships (including Purchase Orders, Contracts and non-contractual or pre-contractual relationships) between AMPLEXOR and the Supplier in respect of the ordering, procuring, receiving, providing, purchasing, supplying or otherwise making available of Products or Services, except and to the extent that AMPLEXOR has deviated from these General Terms and Conditions in writing.
An Affiliate may conclude a Contract based on these General Terms and Conditions with the Supplier in its own name. These General Terms and Conditions shall apply unless the relevant AMPLEXOR entity timely informs Supplier in writing that these General Terms and Conditions shall not apply.
When AMPLEXOR and Supplier enter into any order, agreement or other legal relationship to which these General Terms and Conditions apply, Supplier shall be considered to have agreed to the applicability of these General Terms and Conditions for future orders, agreements and legal relationships regarding the procurement of Products or Services.
3. SUPPLIER RESPONSIBILITIES
The Supplier shall deliver the Goods and provide the Services:
- in accordance with the Contract and all AMPLEXOR instructions;
- in accordance with the applicable laws and regulations;
- free from defects and from any rights of third parties; and
- fit for any particular purpose specified in the Contract or, in absence thereof, fit for the purposes for which such Goods and/or Services would normally be used.
Supplier shall ensure that Goods are packed according to industry standards and in a manner adequate to preserve and protect the Goods.
The Supplier undertakes to deliver the Goods/furnish the Services in accordance with the quality standards and delivery deadlines as stated in the Contract or Purchase Order.
The Supplier assumes full and exclusive responsibility for any occupational accident or disease occurred to its employees and, in case of subcontracting, its subcontractors in relation to the provision of the Goods and/or Services.
The Supplier is solely and exclusively responsible for any claims and/or lawsuits filed by its employees and/or subcontractors, and shall, without any limitations, defend, indemnify and hold AMPLEXOR harmless from and against any claim, proceeding, action, fine, loss, cost, damages and expenses arising out of or relating to any such claims and/or lawsuits, and any noncompliance with legislation, regulations, codes of practice, guidance and other requirements of any relevant government or governmental agency applicable to the Supplier, its employees or subcontractors. The Supplier undertakes to appear in court at its own cost if requested by AMPLEXOR, acknowledging its status as sole and exclusive employer, and to provide AMPLEXOR with all requested documentation and information necessary to ensure proper legal defence of AMPLEXOR in court. The preceding sentence does not apply if the liability or damage was caused by AMPLEXOR’s gross negligence or intentional act.
AMPLEXOR is authorized to make any payments due by the Supplier to its employees and/or subcontractors performing Services, or providing Goods under the Contract due by the Supplier or its subcontractors, in order to avoid lawsuits, liens or encumbrances. Such payments may be made through withholding the Supplier’s credits, offsetting or in any other way. The Supplier shall provide any support requested by AMPLEXOR with regard to such payments and indemnify AMPLEXOR for any payments made and/or Goods provided.
4. SUPPLIER EVALUATION
AMPLEXOR maintains an Approved Supplier List. The evaluation of Suppliers shall be dependent upon their ability to supply the required parts, materials, Products / Services and adhere to the quality requirements. Selection preference shall be given to Suppliers with accredited third party certified management systems.
5. SUPPLIER AUDITING
AMPLEXOR may use Supplier performance reporting, corrective action requests, and or Supplier audits as the primary methods of monitoring Suppliers.
The need for Supplier audits is dependent upon the type of Product/Services, the impact of supplied Product/Services on the final quality, and where applicable, on the quality reports or quality records previously used to demonstrate the capability and performance of the Supplier.
AMPLEXOR reserves the right to conduct a system audit at the Supplier's premises within 15 working days of notice.
The Supplier authorizes access to AMPLEXOR AMPLEXORs and regulatory authorities, to the premises for checking the records relating to the supply.
6. PAYMENT, INVOICING
In consideration of the Goods delivered and/or the Services provided by Supplier in accordance with the Purchase Order, AMPLEXOR shall pay to Supplier the purchase price stated in the Contract provided the invoice fulfils the requirements defined in the Contract.
Supplier shall submit invoices in an auditable form, complying with applicable laws, generally accepted accounting principles and the specific AMPLEXOR requirements, containing the following minimum information:
- Individual number of the invoice
- Purchase Order number
- Supplier name/ address
- Amplexor Entity VAT/Tax number
- Supplier VAT/Tax Number
- Specification of Goods and/or Services
- Price (total amount invoiced)
- Tax or VAT amount
- Authorized Economic Operator and/or Approved Ex-porter Authorization number and/or other customs identification number, if applicable;
- Payment terms and payment date
Invoices must be sent to the billing address specified in the Purchase Order or Contract.
AMPLEXOR shall pay the invoice in accordance with the payment terms agreed in the Contract.
AMPLEXOR reserves the right to set off or withhold payment for Goods and/or Services not provided in accordance with the Purchase Order or Contract.
7. DELIVERY, PERFORMANCE OF SERVICES
Supplier shall inspect Products prior to shipment to AMPLEXOR.
Supplier is responsible for all tests and inspections of the Product during receiving, manufacture, and Supplier’s final inspection.
Material and/or process certificates may be required with shipments. The Supplier will be notified on the purchase order of these requirements. By providing the shipment the Supplier confirms that the Products comply with the purchase order requirements.
Supplier shall strictly adhere to the shipment, delivery or completion schedules specified in the purchase order. In the event of any anticipated or actual delay Supplier shall promptly notify AMPLEXOR, stating the reasons for the delay and the actions being taken to overcome and minimize the delay, and provide AMPLEXOR with a recovery schedule.
Unless agreed otherwise in the Contract, the Goods or Services shall be delivered to the location defined in the Purchase Order or, if no such place has been defined, to AMPLEXOR’s place of business.
The Goods shall be delivered, and Services shall be provided during AMPLEXOR’s business hours unless otherwise requested by AMPLEXOR.
Upon Delivery, Supplier (or its appointed carrier) shall provide AMPLEXOR a delivery note and any other similar required documents. If AMPLEXOR has approved partial delivery, such delivery note shall also include the outstanding balance.
Ownership of the Goods passes to AMPLEXOR at Delivery.
8. NON CONFORMITIES
Non-conforming material will not be shipped to AMPLEXOR without prior written consent.
AMPLEXOR must be immediately notified and the Supplier has to obtain AMPLEXOR´s written approval for decisions on non-compliant Products/Services.
If requested by AMPLEXOR purchasing or quality representative, the Supplier shall provide corrective action on failures or non-conformances of Supplier's Product. The Supplier undertakes to set up and carry out the appropriate corrective actions to correct any malfunction. AMPLEXOR will ensure the effectiveness of the actions carried out.
Delivery of Goods or provision of Services may not be deemed to be acceptance of such Goods or Services by AMPLEXOR.
AMPLEXOR shall have reasonable time to inspect or test the Goods and/or Services and to report any defects to Supplier.
If a defect in the Goods and/or Services was not reasonably detectable during the inspection, AMPLEXOR shall have reasonable time to provide notice of such defect after it has become apparent and/or to reject the Goods/Services.
The Parties may agree on a certain acceptance procedure, in which case acceptance will be subject to AMPLEXOR’s written acceptance statement. Supplier shall inform AMPLEXOR in writing within a reasonable time period in advance when the Goods and/or Services are ready for acceptance.
AMPLEXOR may enforce any remedy defined in the Contract for any rejected Goods or Services.
If the Delivery of Goods or the provision of Services does not comply with the agreed date(s), AMPLEXOR may:
- Terminate the Contract in whole or in part, or cancel the Purchase Order;
- Refuse any subsequent delivery of the Goods or provision of the Services;
- Recover from Supplier any expenses reasonably incurred by AMPLEXOR in obtaining the Goods and/or Services in substitution from another supplier
- Claim damages for any cost, loss, expenses and liquidated damages incurred by AMPLEXOR which are attributable to Supplier’s delay; and
- Claim liquidated damages as agreed in the Contract, if applicable.
11. WARRANTY AND REMEDIES
Supplier warrants that the Goods and/or Services comply with the Contract/Purchase Order, including but without limitation to Supplier’s responsibilities as defined in Clause 3.
Supplier warrants that the Goods are new and unused at the date of Delivery and remain free from defects during the warranty period.
12. INTELLECTUAL PROPERTY
Supplier herewith assigns to AMPLEXOR full ownership rights in any Intellectual Property in Goods resulting from the Services. Supplier further agrees, upon AMPLEXOR’s request and at its cost, to take all further steps necessary to perfect AMPLEXOR’s ownership to the Intellectual Property.
Intellectual Property Rights in any Goods created by or licensed to Supplier prior or outside a Contract (Pre-Existing IPR) will remain vested in Supplier (or the third party owner). To the extent that Pre-Existing IPR are embedded in any Goods resulting from the Services, Supplier grants, or undertakes to procure that the third party owner grants, AMPLEXOR and its Affiliates a worldwide, irrevocable, transferable, non-exclusive, royalty-free license to use the Pre-Existing IPR as part of such Goods, including the right to improve, develop, market, distribute, sublicense or otherwise use such Pre-Existing IPR.
Supplier must specify in writing and prior to Delivery all open source software contained in or used by Embedded Software, if any, and request AMPLEXOR’s written approval. Supplier agrees to replace at its own cost any open source software components rejected by AMPLEXOR with software of at least the same quality and functionality.
If any claim is made against AMPLEXOR that Supplier’s Goods and/or Services infringe a third party’s Intellectual Property Rights, Supplier shall at its cost, but at AMPLEXOR’s discretion (i) procure for AMPLEXOR and AMPLEXOR’s clients, as the case may be, the right to continue using the Goods and/or Services; (ii) modify the Goods and/or Services so they cease to be infringing; or (iii) replace the Goods and/or Services by non-infringing equivalents. Otherwise, AMPLEXOR is entitled to terminate the Contract and to reclaim all sums which it has paid to Supplier thereunder.
Supplier cannot assert any intellectual-property or other rights over Services performed on behalf of AMPLEXOR. For all Services commissioned by AMPLEXOR, the Supplier undertakes to assign to AMPLEXOR any copyright to which he may lay claim.
Supplier undertakes not to hold AMPLEXOR responsible, by judicial or extra-judicial means, for any action brought against him/her for any infringement of intellectual-property rights, of which the Supplier is, or is deemed to be, aware, through the Service furnished by the Supplier.
Notwithstanding any other action, the Supplier undertakes to rectify the infringement without delay and at his/her own expense by acquiring and transferring to AMPLEXOR all intellectual-property rights on the incriminating part(s) of the Service, or amending the incriminating part(s) of the Service in such a way that they no longer infringe upon the intellectual-property rights.
Any material relating to the Service shall remain the sole property of AMPLEXOR and shall be returned without delay once the Service has been completed. The Supplier shall also return any software issued to him/her for provision of the Service once the Service has been completed. At the same time, the Supplier shall also delete such software from its computer(s) and destroy any back-up or other copies.
13. COMPLIANCE, INTEGRITY
Supplier shall provide the Goods and/or Services in compliance with all relevant laws, regulations, and codes of practice.
Supplier represents and warrants that it is and will remain fully compliant with all applicable trade and customs laws, regulations, instructions, and policies, including, but not limited to, satisfying all necessary clearance requirements, proofs of origin, export and import licenses and exemptions from, and making all proper filings with appropriate governmental bodies and/or disclosures relating to the provision of services, the release or transfer of goods, hardware, software and technology.
No material or equipment included in or used for the Goods and/or Services must originate from any company or country listed in any relevant embargo issued by the authority in the country where the Goods and/or Services will be used or an authority otherwise having influence over the equipment and material forming part of the Goods and/or Services. If any of the Goods and/or Services are or will be subject to export restrictions, it is Supplier’s responsibility to promptly inform AMPLEXOR in writing of the particulars of such restrictions.
Both Parties warrant that each will not, directly or indirectly, and that each has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of each Party, or any other party in a manner contrary to applicable laws (including but not limited to the U. S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and, where applicable, legislation enacted by member states and signatories implementing the OECD Convention Combating Bribery of Foreign Officials), and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption. Nothing in the Contract will render either Party or any of its Affiliates liable to reimburse the other for any such consideration given or promised.
Any violation of an obligation contained in this Clause 13 is a material breach of the Contract and entitles the other Party to terminate the Contract with immediate effect and without prejudice to any further rights or remedies available thereunder or at law. Notwithstanding anything to the contrary in the Contract, Supplier shall, without any limitations, indemnify and hold harmless AMPLEXOR for all liabilities, damages, cost or expenses incurred as a result of any such violation and termination of the Contract, or arising from export restrictions concealed by Supplier.
14. CONFIDENTIALITY, DATA SECURITY, DATA PROTECTION
Without disregarding the obligation contained in the following clause, AMPLEXOR reserves the right to settle specific and more detailed Non-Disclosure Agreements (NDA), with the Supplier.
Supplier shall keep in strict confidence all AMPLEXOR Data and any other information concerning AMPLEXOR’s or its Affiliates’ business, their Products and/or their technologies which Supplier obtains in connection with the Goods and/or Services to be provided (whether before or after acceptance of the Contract). Supplier shall restrict disclosure of such confidential material to such of its employees, agents or subcontractors or other third parties as need to know the same for the purpose of the provision of the Goods and/or Services to AMPLEXOR. Supplier shall ensure that such employees, agents, subcontractors or other third parties are subject to and comply with the same obligations of confidentiality as applicable to Supplier and will be liable for any unauthorized disclosures.
Supplier shall apply appropriate safeguards, adequate to the type of AMPLEXOR Data to be protected, against the unauthorised access or disclosure of AMPLEXOR Data and protect such AMPLEXOR Data in accordance with the generally accepted standards of protection in the related industry, or in the same manner and to the same degree that it protects its own confidential and proprietary information – whichever standard is higher. Supplier may disclose confidential information to Permitted Additional Recipients (which means Supplier’s authorised representatives, including auditors, counsels, consultants and advisors) provided always that (i) such information is disclosed on a strict need-to-know basis, and (ii) such Permitted Additional Recipients sign with Supplier a confidentiality agreement with terms substantially similar hereto or, where applicable, are required to comply with codes of professional conduct ensuring confidentiality of such information.
Supplier must not
- use AMPLEXOR Data for any other purposes than for providing the Goods and/or Services, or,
- reproduce the Customer Data in whole or in part in any form except as may be required by the respective contractual documents, or disclose AMPLEXOR Data to any third party, without the prior written consent of AMPLEXOR.
Supplier shall install and update at its own cost required and adequate encryption methods, virus protection software and operating system security patches for all computers and software utilized in connection with providing the Goods and/or Services and this shall also apply to AMPLEXOR Data in transit.
Supplier shall inform AMPLEXOR without delay about suspicion of breaches of data security or other security incidents or irregularities regarding any AMPLEXOR Data.
Supplier agrees that AMPLEXOR is allowed to provide any information received from Supplier to any Affiliates. Supplier shall obtain in advance all necessary approval or consent for AMPLEXOR to provide such information to AMPLEXOR’s Affiliates if such information is confidential for any reason or subject to applicable data protection or privacy laws and regulations.
15. LIABILITY AND INDEMNITY
Without prejudice to applicable mandatory law, Supplier shall, without any limitations, indemnify and hold harmless AMPLEXOR for all liabilities, damages, cost, losses or expenses incurred by AMPLEXOR as a result of Supplier’s breach of the Contract. Supplier shall, without any limitations, indemnify and hold harmless AMPLEXOR for any claim made by a third party against AMPLEXOR in connection with the Goods and/or Services, including but without limitation to claims that such Goods and/or Services infringe a third party’s Intellectual Property Rights. Upon AMPLEXOR’s request Supplier shall defend AMPLEXOR against any third party claims.
Supplier is responsible for the control and management of all of its employees, suppliers and/or subcontractors, and it is responsible for their acts or omissions as if they were the acts or omissions of the Supplier.
Supplier shall maintain in force, and upon request provide evidence of, adequate liability insurance and statutory worker’s compensation/employer’s liability insurance with reputable and financially sound insurers, which however will not relieve Supplier from any liability towards AMPLEXOR. The insured amount cannot be considered as limitation of liability.
AMPLEXOR reserves the right to set off any claims under a Contract against any amounts owed to Supplier.
AMPLEXOR may terminate the Contract for convenience in whole or in part by giving Supplier thirty (30) calendar days written notice. In such event AMPLEXOR shall pay to Supplier the value of the delivered but unpaid Goods and/or Services and proven direct cost reasonably incurred by Supplier for the undelivered Goods and/or Services, however in no event more than the price for the Goods and/or Services agreed under the Contract. No further compensation will be due to Supplier.
In the event of Supplier’s breach of the Contract, AMPLEXOR is entitled to terminate the Contract.
AMPLEXOR may terminate the Contract with immediate effect by notice in writing in the event that
- an interim order is applied for or made, or a voluntary arrangement approved, or a petition for a bankruptcy order is presented or a bankruptcy order is made against Supplier; or
- any circumstances arise which entitle the court or a creditor to appoint a receiver or administrator or to make a winding-up order; or
- other similar action is taken against or by Supplier by reason of its insolvency or in consequence of debt; or
- there is a change of control of Supplier.
Upon termination Supplier shall immediately and at Supplier’s expense return to AMPLEXOR all respective AMPLEXOR property (including any AMPLEXOR Data, documentation, and transfer of Intellectual Property) then under Supplier’s control and provide AMPLEXOR with the complete documentation about the delivered Goods and/or Services.