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GENERAL PURCHASING TERMS AND CONDITIONS
AIR COST CONTROL
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13/08/13
1. GENERAL
1.1 A2C’s Conditions of Purchase shall exclusively apply to all services provided by the Supplier. Any conditions of the Supplier which are contrary to or different from A2C’s Conditions of Purchase shall not be valid unless they have been expressly acknowledged by A2C in writing. In accepting A2C’s order, the Supplier accepts A2C’s Conditions of Purchase.

1.2 A2C’s Conditions of Purchase shall also apply, without the need for express agreement, to all future business dealings with the Supplier.

1.3 Supplier’s requirements cited into the ENR-283 document are applicable to all A2C orders. The Manufacturers are certified or comply with the EN/AS9100 Standard requirements.

2. ORDERS
2.1 The extent of the Supplier’s service obligations shall be determined by A2C’s order. The order contains a full description of the goods to be delivered together with the price and binding delivery date.

2.2 The supplier has to send an acknowledgment within 2 working days. After this period, A2C reserves the right to cancel the PO. Any confirmations of orders that A2C receives after the expiry of this limit or that differ from the order will constitute a new offer requiring the written acceptance of A2C. Confirmations of orders by the Supplier must be given in writing. The Supplier must advise A2C in writing of any deviation from the order

2.3 Call-offs from A2C become binding if the supplier does not object in writing within three (3) working days upon receipt.

3. PRICING, CONDITIONS OF TRANSPORT, AND PAYMENT
3.1 The price specified in the order shall be binding. Included in the price is statutory value added tax (VAT). In the absence of written agreement to the contrary, the price shall include all transport or delivery costs as well as packaging. Any other costs or charges arising shall be borne by the Supplier.

3.2 Payment shall remain as agreed between A2C and the suppliers.

3.3 Invoices of the Supplier shall be submitted in duplicate. The Supplier is obliged to state on all invoices, dispatch papers and delivery notes the order number, the order date, the respective parts ordered and its supplier number for A2C. To the extent that this is not done, A2C shall not be responsible for resulting delays (e.g.in payment).

3.4 The Supplier is not entitled to assign claims against A2C to any third parties unless they result from deliveries with extended retention of title or A2C expressly agrees with the assignment in writing.

3.5 A2C shall retain any statutory rights of set-off or rights of retention. The Supplier is only entitled to set-off or retention if its counter claims are undisputed or established as final and absolute. The limitation of the Supplier’s rights of retention does not apply to the extent that the right of retention results from the same contractual relationship as A2C’s claim.

3.6 The INCOTERMS shall apply in the version effective at the time of conclusion of the contract.

3.7 All parts delivered to A2C shall be compliant with the last issue of the configuration of the reference. Unless prior written agreement of A2C, parts will be delivered in the condition “NEW”. The delivered products in link with aeronautical standards and specifications must, if applicable, come from sites and manufacturers qualified by the aeronautical authorities and / or contractors.

3.8 Shipment method – in the case the goods would not be delivered as per the instructions in the Purchase order (incoterms), Air Cost Control reserves the right to request a credit note for the difference between what has been invoiced and the price that would have been expected to pay if the instructions were respected.

4. DELIVERY TIMES, DELAYED DELIVERY, FORCE MAJEURE
4.1 The delivery time stated in the purchase order shall be binding. Any specified delivery deadlines commence from the date of the purchase order. Should the Supplier discover that he is not in a position to comply with the delivery date; A2C must be immediately notified in writing.

4.2 Partial delivery or performance is only permissible with A2C’s consent.

4.3 In the event of a delay on the part of the Supplier, A2C is entitled to demand damages for delay; this includes the right to demand any damages for A2C’s liability towards its clients if A2C cannot deliver in time due to the Supplier’s delay as well as contractual penalties customary within the industry that A2C has to pay to its clients due to the delay. Any further statutory claims shall remain unaffected.

4.4 If the expected damages for delay exceed the costs for a replacement purchase, A2C is entitled to cancel the PO and to purchase the product elsewhere without having specified an additional period for performance. The Supplier shall bear the additional costs arising.

4.5 If in individual cases the parties have agreed on a delivery by a fixed date and if the Supplier does not deliver in time A2C is entitled to revoke the contract and demand damages in lieu of performance without having specified an additional period for performance. Other statutory rights and the right of A2C to continue with the contract shall remain unaffected.

4.6 In the event of a force majeure such as war, transportation or operational disruption, industrial action, unforeseeable currency or exchange rate hindrances or other obstruction which is beyond A2C’s control, A2C is entitled to require performance of the contract at a later date without any claims for damages arising on the part of the Supplier. In the event that the obstruction to delivery is not only temporary or that the obstruction due to force majeure continues more than 2 months each party is entitled to terminate without any claims for damages arising on the part of the Supplier.

4.7 If the market situation in relation to the situation at the time of the conclusion of the Agreement should change and A2C is affected in a considerable way such that the execution of the Agreement is no longer reasonable for A2C, the Supplier shall negotiate with A2C on a reasonable adjustment to the Agreement.

5. INSPECTION FOR DEFECTS AND SHELF LIFE MANAGEMENT
5.1 Following receipt of the goods, A2C is obliged within a reasonable time period to examine the goods for any possible deviations as to quality and quantity. Notification of defects shall be deemed to be given in good time.

5.2 A2C is entitled to check for any variations in the quality or quantity of the goods by means of taking significant random samples, provided this corresponds with the regular course of business as well as the nature and extent of the delivery. If the result of the sample tests reveals a defect as to the quality or quantity of the goods, A2C is entitled to enforce its warranty for defects in relation to the entire delivery.

5.3 Unless otherwise specified in writing all products shall be delivered to A2C within 80% of the product’s shelf life at the date of delivery .

6. QUALITY ASSURANCE AND SPECIAL REQUIREMENTS PURSUANT TO EN 9120
6.1 The goods supplied must correspond with the respective domestic and foreign statutory provisions which are in force, regulations and directives of public authorities, government safety organizations and trade associations, and with the latest technology as well as the specifications, data, standards and quality requirements set out in the purchase order specially for export control (ITAR, EAR,EU ) or national regulations and environmental regulation (REACH? ROHS, CONFLICT MINERAL, LEAD FREE…). The Supplier is obliged to advise A2C in writing of possible limitations on use and declaration duties for the supplied goods.

6.2In order to fulfill and to implement the quality standards for aviation distributors according to EN 9120 in the version effective at the time of conclusion of the contract the following provisions shall apply. A2C shall in each individual case ensure the adequacy of requirements according to this clause 6.2 and its sub-clauses as well as their execution.

6.2.1 A2C reserves the right to request depending on the product the compliance with the following requirements:
- Requirements for approval of products, procedures, processes and equipment.
- Requirements for the qualification of personnel.
- Quality management system requirements.
- Requirements for a certificate of conformity, test reports and/or airworthiness certificate.
- • requirements for design, test, inspection, verification, use of statistical techniques for product acceptance and related instructions for acceptance by A2C.

Furthermore, A2C reserves the right to set requirements regarding:
- The identification and revision status of specifications, drawings, process requirements, inspection / verification instructions and other relevant technical data.

As far as A2C has set the Supplier requirements according to this clause 6.2.1 in an individual case the Supplier shall make available to A2C at the moment of delivery the documentation necessary for the proof of compliance with the requirements made by A2C.

6.2.2 As far as the obligation to make the relevant documentation available under clause 6.2.1 does not apply the Supplier shall make available to A2C all documentation necessary for A2C upon first demand. This includes in particular – to the extent available for the respective product - descriptions, specifications, certificates, test records and reports, operating and maintenance guidelines, drawings, airworthiness certificates, other necessary approvals of the products, proofs of qualification of personnel and of quality management. In any case the Supplier shall make available to A2C at the latest by delivery a certificate of conformity (coc) according to the applicable Directives of the European Union or other statutory provisions. (ex. : NF L 0015).

6.2.3 The Supplier shall retain the relevant documentation regarding a delivered product for a period of 10 years from delivery, unless another period is usual for corresponding products.

6.2.4 Any modification of the product, the production process or the production facility, any change in the source of the goods to be supplied as well as the involvement, the change of any sub-contractors/sub-suppliers or the obsolescence of products shall be notified to A2C and requires the express written consent of A2C. Furthermore, the Supplier shall notify to A2C nonconforming products and product recalls as quickly as possible and shall obtain A2C’s approval for nonconforming product disposition. A2C’s approval shall be subject to its sole discretion.

6.2.5 The Supplier shall only employ such employees for services in relation to A2C who have the required qualification. Upon request the Supplier shall make corresponding proof available to A2C. (special process, etc.).

6.2.6 Employees or representatives of A2C or its customers as well as representatives of public authorities have after notice access to all applicable business premises and working areas of the Supplier at all times during regular business hours for auditing purposes or to verify legal requirements. They may inspect all order-related documents. The Supplier may refuse the inspection of documents to the extent that business secrets of the Supplier are affected.

6.2.7 The Supplier shall impose the requirements and obligations according to this clause 6.2 and its sub-clauses as well as the customer requirements communicated to the Supplier by A2C on its subcontractors and sub-suppliers. The Supplier shall commit its subcontractors and sub-suppliers to flow down the requirements to the supply chain.

7. WARRANTY
7.1 Statutory warranty claims due to material or legal defects shall be fully available to A2C at all times.

7.2 In the event of a breach of warranty, the Supplier is obliged to bear all necessary costs to remove the defect in question or to replace the defective goods. These shall include disassembly and reassembly costs and all other costs that are linked to the issue at matter. The Supplier is also obliged to bear such costs that are caused or increased because the subject has been moved to another place than A2C’s place of business.

7.3 A2C has an absolute unqualified right to claim compensation for damages including those arising from breaches of collateral duties.

7.4 Claims in relation to defects are subject to a limitation period of 24 months after delivery of the goods to the customer from A2C, but at the latest within three years of the date of delivery of the goods to A2C. Claims for product liability remain unaffected. They shall be subject to statutory limitation periods and shall be extinguished according to statutory regulations.

8. LIABILITY
8.1 Upon A2C’s first demand, the Supplier holds A2C free in respect of all third party claims that are raised against A2C by reason of a breach of an obligation on the part of the Supplier, in particular due to material or legal defects, provided that and to the extent that the Supplier is obliged to compensate A2C as per their internal relationship. The Supplier shall reimburse A2C for all necessary expenses incurred by A2C owing to breaches of obligations on the part of the Supplier, in particular material or legal defects.

8.2 If A2C is held liable for a product liability claim due to a fault in an item delivered by the Supplier, the Supplier must hold A2C free upon A2C’s first demand for the product liability resulting from the fault insofar as the cause of the fault originates from the Supplier’s sphere of control and organization and the Supplier is liable in relation to third parties. The Supplier is obliged to maintain sufficient product liability insurance. A2C’s further claims for damages shall remain unaffected.

8.3 In the context of liability for damages under clause 8.2 above, the Supplier is also obliged to reimburse any necessary charges arising out of or in connection with A2C’s recall of the goods. A2C shall, in so far as it is possible and reasonable, inform and provide the Supplier with the opportunity to comment on the content and extent of the recall measures to be implemented. Other statutory claims of A2C shall remain unaffected.

9. RETENTION OF TITLE
9.1 A2C reserves the title to all items of A2C, which are in the possession of the Supplier. Any processing or conversion shall be carried out for A2C. If A2C’s goods are processed or mixed with items not belonging to A2C, A2C shall acquire co-ownership of the new item in proportion of the objective market value of the item to the other processed or mixed items at the time of the processing or mixing.

9.2 Any extended and enlarged reservations of title on the part of the Supplier - particularly any reservation of title in relation to delivered goods pending full payment of all claims deriving from the business relationship - shall be excluded.

10. CONFIDENTIALITY
The Supplier is obliged to treat all technical and commercial information that becomes known to the Supplier from the relationship with A2C as a business secret. The obligation of confidentiality concerns all documents, drawings, drafts, patterns, models, tools and other information which the Supplier receives from A2C. They remain the exclusive property of A2C and may not be used nor be passed on to third persons without A2C’S consent. At A2C’S option they have to be completely destroyed and deleted or returned to A2C upon termination of the contract. A right of retention is excluded. The Supplier has to impose equal obligations on its employees and subcontractors. The obligation of confidentiality and the prohibition of use are not applicable to such information that was already known to the Supplier or generally known upon conclusion of the contract or that later became generally known without a breach of contract of the Supplier.

11. PLACE OF PERFORMANCE, JURISDICTION, APPLICABLE LAW
11.1 The relationship between A2C and the Supplier shall be governed by French law.

11.2 Any dispute regarding the existence, validity, interpretation, performance, termination of the Agreement shall be within the jurisdiction of the Commercial Court of Toulouse notwithstanding a plurality of respondents or a guaranteed appeal.

11.3 Should any provision of these conditions of purchase or any provision in the context of other agreements be invalid or become invalid, the validity of the other provisions or agreements shall remain unaffected.

12. PRIORITY CLAUSE
In the event of discrepancies between the French and the English text, the French text takes priority.
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