General Purchasing Terms and Conditions
1. DELIVERY TERMS: Delivery shall be carried out in the terms expressly set out in each order. In case of breach of the delivery term, EUROPAVIA S.A. hereby reserves itself the following rights at its discretion:
a) Consider the order to be final, applying to the Supplier the penalties in respect of the sum for the material to be delivered, in the same amount that the end-customer could apply to EUROPAVIA because of the delay produced.
b) Consider the order as cancelled, requiring only EUROPAVIA´s written notice to the effect.
2. RECEIVING: No materials will be accepted without being accompanied by a delivery note stating number of packages, measuring unit, quantity and reference of the material, and number of the purchasing order to which the delivery corresponds.The documentation provided (Certificate of Conformity, EASA, workshop report, Test report), will be what is required in the specific order on the “Documentation required” block. Not accomplishing this will lead into a Non Conformity and material will not be accepted. Please see 9.2 requirements.
3. RETURNS AND REJECTIONS: EUROPAVIA shall assume no liability for materials supplied in excess of those set out in its reference order, even though they may have been accepted in its stores, reserving itself the right to return said amounts at Supplier´s expenses. Likewise, goods rejected by EUROPAVIA´s Quality Control, shall be returned with the freight of the Supplier, which shall be bound to replace it within 20 days, freight paid, unless instructions on the contrary are received.
EUROPAVIA shall have 30 days, excepting causes of Forces Majeure, for the verification of the material by reception Control, and for the issue of the acceptance or rejection note.
4. TRANSPORT AND PACKING: Transport insurance and packing of the goods shall be at Supplier´s expense, no charge will be accepted under this title unless expressly so agreed. Should the case be that of a freight shipment, then the forwarder to be used shall be the one designated by EUROPAVIA and indicated in the purchasing order. Packing must accomplish ATA regulations.
5. INVOICING: Invoices will be issued and sent to EUROPAVIA in the following manner: three invoices (one original and two copies) will be mailed to the attention of "Administration Department", taking care of sending by fax always a copy before material shipment. Invoices shall state EUROPAVIA´s purchase order number, item and number of units being invoiced of each item.
6. PAYMENT TERMS: Unless otherwise stated payment will be made check at 60 days from invoice.
7. WARRANTY/CIVIL RESPONSABILITY: Supplier shall indemnity and hold EUROPAVIA safe and harmless in respect of any claims which may arise due to a defect supply as well as for for breaches of patents, trademarks or utility models and shall, at its own expense, defend any litigation arising therefrom, provided that the products do not fulfill to the characteristics corresponding to the reference provided.
8. ORDER ACKNOWLEDGMENTS: Supplier will tend back to EUROPAVIA c copy Nº2 "P.O.ACCEPTANCE" duly signed. Acceptance of this purchase order means the acceptance of this General Purchasing Terms and Conditions in its entirety.
EUROPAVIA accepts no other terms or conditions which are in conflict with those set out in this purchasing orders unless so specified.
9. QUALITY REQUIREMENTS: The following GENERAL requirements will be applicable plus one of the below SPECIFIC requirements which will be indicated in the purchase order.
9.1 GENERAL REQUIREMENTS:
a) The goods to be delivered will always be brand new except when something different is mentioned in the order. This will not apply to subcontracts such as repairs inspections, overhauls, revisions, bulletin accomplishments, etc. and must be known by EUROPAVIA.
b) When the items to be delivered have usage limitations such as life limited materials (elastomers, painting, sealings, adhesives, etc.), Supplier will provide EUROPAVIA with the manufacture date and life time limit date as well as information relevant to the applicable specifications requirements. New material will have upon arrival in EUROPAVIA a remaining life time at least 90% as a minimum.
c) If that items being delivered were trial, test or inspection equipment, Supplier will provide EUROPAVIA with a Calibration Certificate, internationally traceable including data such as Reference, type, serial number, acceptance procedure, last calibration date and next calibration recommended date.
d) EUROPAVIA being a Supplier of military contracts subject to the regulations of the PECAL-2120 as well as EN9120 and Part-145, obliges the Supplier to give access to its installations and their subcontractors to the Aviation Quality Authorities, either civil and military, as well as the Quality representative of the end user of the aircrafts involved in their products.
e) All supplies of aeronautical items or materials subject to airborne able standards will be delivered along with its certificate of conformity with the manufacturer of official distributor´s applicable standards or assured traceability from manufacturer to EUROPAVIA.
f) The supplier will accomplish the REACH regulation CE nº1907/2006 (Register, Evaluation, Authorization and Restriction of chemical substances).
g) Every deliver to EUROPAVIA of aeronautical material or standard material subject to be incorporated in an aircraft, unless exception included in the Purchase Order, should include a certification under the standard applicable to this references, with full traceability from the OEM along its distributors.
h) The supplier must assure that all the documentation related to the product (Certificates of Conformance, EASA F-1, etc.) must be kept as records for, at least, 25 years.
i) Supplier must have a system to treat any part suspect to be unapproved. These parts must be segregated immediately and notification to Europavia must be sent, in case this part is under investigation of being counterfeited.
j) In relation to the transactions the subject of this Agreement, neither Seller nor any of its Related Parties has made, offered or authorized or will make, offer or authorize any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any Government Official or any entity or other person where such payment, gift, promise or other advantage would (i) comprise a Facilitation Payment; or (ii) violate the Anti-Bribery and Money-Laundering Laws and Obligations or any other applicable Law.
k) Supplier must make reasonable efforts to eliminate Conflict Minerals from each Company Product and any products currently proposed to be manufactured by the Company or on its behalf in the future. Conflict Minerals means columbite-tantalite (cltan), cassiterite, gold, wolframite, or their derivatives, which originate in the Democratic Republic of the Congo or other country the exploitation and trade of which is determined by the United States to be financing conflict in the Democratic Republic of the Congo or other country.
l) Supplier must assure that all the products delivered accomplish the Safety, Health and Environmental European Union Regulations by providing proper packing, information or other measures.
m) Supplier must inform about any Non Conformity or change of the Order as well as any major change on its processes, products or services. Additionally, Supplier must inform about any change on the location of its facilities.
n) Supplier must assure that any employee of the organization as well as any personnel that participate in the realization of their product or service must aware of their contribution to Quality and Safety as well as the importance of a proper ethical behavior.
o) All the clauses included in this General Purchasing Terms should be transferred to any subcontractor of the Supplier.
9.2. SPECIFIC REQUIREMENTS:
Supplier will deliver along with the items the following documentation (as indicated in the purchasing order):
a) If Certificate of Conformity is required, it will accomplish the ISO 9001, EN9120 and PECAL 2120 or other applicable standards indicated on the Purchase Order. Certificates must be signed (electronically is accepted), and fabrication adress (CAGE) must be clearly indicated on the certificate.
b) If EASA Form 1 is required, if will be delivered under EASA regulations, other documentation may be accepted as FAA 8130-3 Dual Release, unless an exception indicated on the Purchase Order.
c) Approved Manufacturers: if stated on the Purchase Order, only certain CAGEs will be accepted, if material from a different CAGE is delivered, the material will be rejected by EUROPAVIA.
d) Inspection report/workshop report: when required, the Supplier must deliver an inspection report of the repair/overhaul or other intervention made on a specific equipment, this workshop report must include all necessary information of the works performed at the equipment, parts installed, Repair Documentation used (code, date and revision) and evidence of the pass of the tests performed to make this part serviceable.
A-001 REV.1 27/03/2018