Terms and Conditions
1. ORDER TERMS & CONDITIONS
Buyer OBJECTS in advance to the inclusion of any additional or different terms proposed by Seller in its acceptance or acknowledgment of this Order. The inclusion of such terms by the Seller will be of no significance, such terms will not be conditions or additional terms to this Order, and Buyer's acceptance shall not be deemed as acceptance of such terms. Unless otherwise stated on the face of this Order, the following terms and conditions shall apply.
2. DELIVERYSeller agrees to perform the services or to deliver the items, in quantities, within the time in accordance with specifications (and approved samples, if furnished) and at the prices specified on the face of this order, any actual or reasonably anticipated default of which shall entitle Impact Ireland Metals Ltd. to cancel this order and in addition to any other rights or remedies to be relieved of all liability for any non-conforming or undelivered portion. A waiver of Impact Ireland Metals Ltd right to cancel, by acceptance of any items after delivery date, or otherwise shall not constitute a waiver of such rights as to future deliveries. Seller shall not however, be liable to Impact Ireland Metals Ltd. for loss or damage sustained to it on account of any delays due to cause beyond Sellers control and without its fault or negligence, provided Seller shall, within 10 days after it appears a delay is likely to result, give notice in writing, that delivery will be delayed, the cause, and probable extent thereof.
No charge will be allowed for packing, boxing, or cartage unless fully and separately itemised on the face of the order, but damage to any material not packed to insure proper protection to same will be charged to Seller.
4. PACKAGING MATERIALS
All goods shipped hereunder in European community countries shall comply with commission decision 2001/219EC of 12 March 2001, requiring non-manufactured wood packaging materials originating in the U.S., Canada, China or Japan to be pre-treated and marked to demonstrate compliance.
By accepting and fulfilling this order, Supplier agrees that Buyer may remove Supplier label, and re-label and/or repackage Product with Buyer trade name, trademarks and logos without Supplier prior written approval.
Impact Ireland Metals Ltd. reserves the right, by written notice issued hereunder to make changes in the specifications, designs or drawings, method of shipment or packing, and in the dates and places for delivery. If the cost or time required for furnishing the services or the items ordered hereby is increased or decreased as a result of any change so ordered, the price or time for delivery, or both, shall be increased or decreased by the amount of any increase or decrease resulting directly from such change. However, no such increase shall be allowed either in delivery scheduled or price unless Seller notified Impact Ireland Metals Ltd. in writing of its claim thereof within twenty (20) days from the Sellers receipt of the order for such change. Upon receipt of any change order, Seller agrees to proceed diligently in the performance of this order as changed.
7. WARRANTY AND INSPECTION
Seller warrants that for a period of twelve (12) months following delivery of all items ordered hereunder said items will be in conformity with the specifications (and approved sample, if furnished) and free from defect, including design and latent defects. If a sample item has been or is to be submitted by Seller to Impact Ireland Metals Ltd., Seller shall obtain Impact Ireland Metals Ltd. written approval thereof before proceeding hereunder and no modification thereof shall be binding upon Impact Ireland Metals Ltd. unless in writing and signed by Articles n Impact Ireland Metals Ltd. not in conformity herewith may at Impact Ireland Metals Ltd. option be returned to Seller for replacement, credit or refund or Impact Ireland Metals Ltd. may retain same at a proper adjustment of price. Impact Ireland Metals Ltd. shall be reimbursed for all expenses of handling, inspection and return of defective articles. Seller expressly assumes all risk of loss or damage to articles returned by Impact Ireland Metals Ltd., while same are in transit, including loss or damage due to improper packing by Impact Ireland Metals Ltd., unless Seller shall promptly on receipt of such article (a) notify of the damage, (b) cause Impact Ireland Metals Ltd. prompt inspection by Carrier and (c) furnish Impact Ireland Metals Ltd. with a copy of Carriers inspection report.
8. QUALITY ASSURANCE REQUIREMENTS
Seller is responsible for assuring that all materials shipped hereunder meet the best commercial or specified quality standards and is thereby inspected prior to delivery to Impact Ireland Metals Ltd. The seller agrees to maintain all relevant quality records in a legible and readily retrievable format applicable to both Goods and Services.
Suppliers initially approved for use via Certification (ISO, AS9100, AS9120, etc.) must notify our organization of any changes to that certification.
The seller shall maintain the proper identification and revision status specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
The vendor is required to ( where specified as AS9100 on the purchase order ) :
- a) Notify our organization of nonconforming product immediately upon discovery.
- b) Obtain our organizational approval for nonconforming product disposition.
- c) Notify our organization of changes in product and/or process, changes of suppliers, and changes of manufacturing facility locations.
- d) Flow down to their external providers any applicable requirements as stated within the Impact Ireland Metals' Purchase Order.
- e) Our organization reserves the right of access by our representatives, our customers, and any 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.
- f) Requirements for design, test, inspection, verification, use of statistical techniques for product acceptance and related instructions for acceptance by the organisation.
- g) Requirements for a certificate of conformity, test reports and/or airworthiness certificate.
9. FORCE MAJEURE
Neither party shall be liable for any delay of performance due solely to strikes, fires or other causes beyond its control and without its fault or negligence, provided that the party subject to such cause shall have given written notice thereof to the other as soon as the same could be anticipated and if it could not be anticipated, promptly (no later than 5 days) following the commencement thereof from the beginning of such cause. If Seller shall be unable, due to such a cause, to meet all of its performance commitments as they become due, Seller shall not discriminate against Buyer or in favour of any other customer in rendering performance. Seller shall use its best efforts to anticipate the effect of such cause and mitigate the effect of such cause and to render performance as expeditiously as possible. However, if Buyer believes that the delay or anticipated delay may otherwise interfere with its operations, Buyer may at its option and without liability to Seller, cancel any outstanding performance hereunder wholly or in part. Notwithstanding any provision of the Order, Seller agrees it will not claim that change in cost alone excuses its performance.
10. TIME OF COMPLETION
Time is of the upmost importance. Services shall be started and performed in accordance with the terms hereof and of any applicable specifications and shall be completed on or before the date set forth on the face of this Order. Goods shall be delivered as set forth in this Order.
11. TERMINATION FOR DEFAULT
Buyer may terminate all or any part of this order by giving notice of default to Seller, if Seller: (a) refuses or fails to deliver the goods within the time specified; (b) fails to comply with any of the provisions of this order or so fails to make progress as to endanger performances hereunder; or (c) becomes insolvent or subject to proceedings under any law relating to bankruptcy, insolvency or the relief of debtors. In the event of a termination for default, Buyer's liability shall be limited to the payment for goods and/or services delivered and accepted by Buyer under this Order. Buyer may itself perform the terminated portion of the Order, or may have same performed by another at Seller's expense.
12. CONFIDENTIAL INFORMATION
Seller agrees not to make any use of data, designs, drawings, specifications and other information furnished to it by the Buyer, except for the performance of this Order and Seller further agrees not to disclose such data, designs, drawings, specifications and other information to others except for the performance of this Order under similar restrictions against use and disclosure. Upon completion or termination of this Order, Seller shall return to Buyer on demand, all such data, designs, drawings, specifications and other information, including copies made by Seller. This Order is confidential between the Buyer and the Seller, and it is agreed by the Seller that none of the details connected herewith shall be published or disclosed to any third party without the Buyer's written permission.
Seller agrees to indemnify, defend and hold harmless Buyer, its officers, agents, servants and employees from and against any and all claims, suits for libel, slander, property damages, bodily injury, including death, consequential or economic damages, fines, penalties, liquidated damages related to the acts, errors or omissions of Sellers, its subcontractors, agents, employees or representatives or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, or arising from any Seller furnished goods or services, except to the extent that such damage is due solely and directly to the negligence of the Buyer. These obligations include all judgments or awards recovered from such claims or suits, including court costs, legal fees and other defence expenses.
14. LIMITATION OF LIABILITY
Under no circumstances shall Buyer's liability exceed the amounts appearing on the face page of the Order and under no circumstances whatsoever shall Buyers be liable for special, consequential or incidental damages hereunder.
15. EXTERNAL PROVIDERS
External providers (suppliers) are required to:
- Implement a quality management system
- Notify Impact Ireland (Metals) Ltd of non-conforming processes, products or services and obtain approval for their disposition
- Prevent the use of suspected unapproved, unapproved and counterfeit parts
- Notify Impact Ireland (Metals) Ltd of changes to processes, products or services, including changes of their external provider or location of manufacture
- Flow down to their external providers any applicable requirements as stated within the Impact Ireland Metals’ Purchase Order.
- Full document traceability is required for all orders and retention for a minimum of seven years of pertaining quality records.
- Ensuring that persons under the supplier’s control are aware of: their contribution to product or service conformity, product safety; the importance of ethical behaviour
Seller shall not assign this Order or any of its obligations, or any sums due or to become due under this Order without the prior written approval of Buyer, nor shall Seller subcontract any of the services hereunder without such approval. This Order constitutes the entire agreement between the parties, superseding any previous agreement or understandings. This Order shall prevail in the event of any inconsistencies between it and the terms and conditions of any quotation, acknowledgment, order, invoice or other document or understanding of Seller. Performance of any part of this Order constitutes acceptance of all terms and conditions of this Order regardless of whether or not Seller has acknowledged it. This Order and any question or controversy arising out of the goods provided or services performed hereunder shall be governed by the law of the State of Buyer's Premises or Buyer's Ship to Location if goods are applicable without regard to its conflict of law provisions.