TERMS AND CONDITIONS
This document, together with the attachments appended hereto constitutes the Terms and Conditions for the Subcontract between the parties, and acceptance is strictly limited to the terms and conditions contained herein. Additions or differing terms, conditions, or limitations of liability proposed by the Seller, whether in a quote, acceptance or delivery document shall have no effect unless accepted in writing by Buyer. In particular, any limitation of liability or disclaimer of warranty is expressly rejected. Agreement by Seller to furnish the goods or services to these terms and conditions, or sellers commencement of such performance or acceptance of payment shall constitute acceptance by Seller of these Terms and Conditions.
Words, as employed in this Agreement, shall have their normally accepted meanings. The following terms shall have the described meaning:
"Buyer" shall mean Johnson Manufacturing Inc, in this Subcontract
"Subcontract" shall mean the Purchase Order, Subcontract, or Contract, these General Terms and Conditions, and any special conditions appended hereto or documents incorporated herein.
"Goods" shall mean those Goods identified in this Subcontract, which may be changed, from time to time by the mutual written agreement of the parties.
"Services" shall mean those Services identified in this Subcontract, which may be changed, from time to time by the mutual written agreement of the parties.
"Seller" shall mean the party identified as the Seller in this Subcontract.
"Franchise Distributor" shall mean a Distributor with which the Original Component Manufacturer (OCM) or the Original Equipment Manufacturer (OEM) has a contractual agreement to buy, stock, re-package, sell, and/or distribute its products lines.
"Independent Distributor (Broker)" shall mean a Distributor that purchases parts with the intention to sell or redistribute them.
Schedule and Delivery; Notice of Delay
Seller shall strictly adhere to all subcontract schedules. Time is and shall remain of the essence in the performance of this Subcontract. Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Subcontract. Such notice shall include a revised schedule and shall not constitute a waiver to Buyer’s rights and remedies hereunder.
New Materials; Packaging and Shipping
Seller shall prepare and package the goods to prevent damage or deterioration and shall use best commercial practice for packing and packaging of items to be delivered under this Subcontract, unless otherwise specified in the Subcontract;
For Subcontractors, Contract Manufacturers, OEM’s and Franchised Distributors-
Only new and authentic materials are to be used in products delivered to Buyer. No counterfeit or suspect counterfeit parts are to be contained within the delivered product. Parts shall be purchased directly from the OCMs/OEMs, or through the OCM/OEMs Franchised Distributor. Documentation must be available that authenticates traceability to the applicable OCM/OEM. Independent Distributors (Brokers) shall not be used without written consent from Buyer.
For Independent Distributors-
Independent Distributor’s procedures shall meet the requirements of IDEA-STD-1010 & SAE AS5553 and have a Quality Management System certified to AS9102:2002. The original manufacturers Certificate of Conformance (C of C) and all traceability documentation shall be included with each shipment of parts. It shall include the manufacturer’s name, part number, date codes, lot codes, serializations, and / or any other batch identifications. Seller is to contact Buyer in the event that the original OEM/OCM C of C and traceability documentation is not available. Inspections and tests required are as noted on the Subcontract. All inspecting and testing shall be performed to the original manufacturer’s specifications and parameters. Recorded evidence of all testing performed shall be included with each shipment. If suspect/counterfeit parts are furnished under this Subcontract and are found in any of the Goods delivered hereunder, such items will be impounded by Buyer. The Seller shall promptly replace such suspect/counterfeit parts with parts acceptable to the Buyer and the Seller shall be liable for all costs relating to the removal and replacement of said parts as specified in the Subcontract requirements or Distributor’s insurance policies. All occurrences of suspect and/or counterfeit parts will be immediately reported to the Buyer. Buyer reserves all contractual rights and remedies to address grievances and detrimental impacts caused by suspect/counterfeit parts.
Inspection and Acceptance
Buyer’s final acceptance of Goods or Services is subject to Buyer’s inspection within sixty (60) days after receipt at Buyer’s facility or such other place as may be designated by Buyer, notwithstanding any payment or prior test or inspection.
Seller and its suppliers shall establish and maintain a quality control and inspection program as specified in the Subcontract. Subject to applicable national security regulations, Buyer and Buyer’s representatives shall have the right of access, on a non-interference basis, to any area of Seller’s or Seller’s supply chain sub-tier premises where any part of the work is being performed. Seller shall flow this requirement down to its sub tier supply chain suppliers as a condition of this Subcontract. Seller shall, without additional costs to Buyer, provide all reasonable in-plant accommodations, facilities, and assistance for the safety and convenience of the Buyer and the Buyer’s representatives in the performance of their duties.
Seller shall keep and maintain inspection, test and related records, which shall be available to Buyer or Buyer’s representative for 15 years. Seller shall contact Buyer prior to record disposal. Seller shall allow copies to be made and shall furnish all information required by the Buyer or Buyer’s representatives.
If Seller delivers non-conforming Goods or Services, Buyer may, at its option and Seller’s expense: (1) return the Goods for refund or credit; (2) require Seller to promptly correct or replace the Goods or Services; (3) correct the nonconformance; or (4) obtain conforming Goods or Services from another source. Buyer shall specify the reason for any return or rejection of nonconforming Goods or Services and/or shall describe the action taken. Seller shall be liable for any increase in costs, including procurement costs attributable to Buyer’s rejection of the non-conforming Goods or Services. If Buyer determines or has reason to believe that Goods provided contain suspect and/or counterfeit parts, Buyer shall provide Seller the appropriate notice, impound the suspect/counterfeit parts, and report all occurrences to ERAI and GIDEP.
Invoices may be mailed when Goods are shipped, but the time for payment shall not commence until Buyer’s actual or scheduled receipt, whichever is later, of items at their destination or upon satisfactory completion Services.
Buyer shall promptly pay Seller the amount due within 45 days, except if identified elsewhere in the Subcontract, unless the invoiced amount is in dispute. Buyer may withhold payment for shortages and/or non-conforming Goods or Services. Buyer may entertain discounts on Goods for expedited payments.
By written order, Buyer may from time to time direct changes for: (1) technical requirements; (2) shipment or packing methods; (3) place of delivery, inspection or acceptance; (4) reasonable adjustments in quantities, delivery schedules or both; (5) amount of Buyer-furnished property; (6) time of performance; (7) place of performance; and, (8) terms and conditions of this contract required to meet Buyer’s obligations under Government prime contract or subcontract.
If any such change causes an increase or decrease in the price or in the time required for its performance, Seller shall promptly notify Buyer thereof and assert its claim for equitable adjustment within ten (10) days after the change is ordered, and an equitable adjustment shall be made. However, nothing in this provision shall excuse Seller from proceeding immediately with the directed change(s). Changes shall not be binding upon Buyer except when specifically confirmed in a written Subcontract or Change Order.
The following events, and only the following events, shall constitute force majeure under this Subcontract: (a) acts of God or of a public enemy; (b) acts of government; (c) fires; (d) floods; (e) epidemics; (f) quarantine restrictions; (g) strikes; (h) freight embargoes; and, (i) unusually severe weather. In each case, the failure to perform must be entirely beyond the control and without the fault or negligence of the Seller. Each party shall give the other immediate notice of any event that such party claims is a Force Majeure Condition that would prevent the party from performing its obligations hereunder, and of the cessation of the condition. A party’s notice under this Section shall include the party’s good faith estimate of the likely duration of the Force Majeure Condition.
Compliance with Laws
Seller shall comply with all applicable provisions of Federal, state, and local laws; ordinances and all lawful orders; rules, regulations. FAA, DOT and other transportation regulations and Hazard Communication Standards promulgated pursuant to the Occupational Health and Safety Act.
All drawings, tools jigs, dies, fixtures, materials, and other property supplied by Buyer shall be and remain the property of Buyer; and if Seller fails to return such property upon Buyer’s demand, Buyer shall have the right, upon reasonable notice, to enter Seller’s premises and remove any such property without being liable for trespasses.
All such items shall be used only in the performance of work under this Subcontract unless Buyer consents otherwise in writing.
Seller shall have the obligation to maintain any and all property furnished by Buyer to Seller and all property to which Buyer acquires an interest by this Subcontract and shall be responsible for all loss or damage to said property except for normal wear and tear.
Upon request, Seller shall provide Buyer with adequate proof of insurance against such risk of loss or damage.
Seller shall clearly mark, maintain an inventory, and keep segregated or identifiable all of Buyer’s property.
Any tooling, dies, fixtures, molds, etc. created by or contracted by the seller is and shall remain the property of the seller unless expressly contracted otherwise in writing by the purchasing agreement. All such tooling will remain at seller's or relevant subcontractor's facilities until seller agrees to sell such property to the buyer, this sales agreement must be in writing and must delineate exactly which tooling, fixturing, dies, or molds are to be transferred. This agreement must be separate from any contract to manufacture any parts using the tooling etc.
Release of Information
Seller shall not publish any information developed under this Subcontract, nor disclose, confirm, or deny any details about the existence or subject matter of this Subcontract, or use Buyer’s name in connection with Seller’s sales promotion or publicity without prior written approval of the Buyer.
Assignments and Subcontracting
Neither this Subcontract nor any interest herein nor claim hereunder may be transferred, novated, assigned or delegated by Seller; nor may all or substantially all of this Subcontract be further subcontracted by Seller without the prior written consent of Buyer. Lack of consent shall not be deemed as a waiver or otherwise relieve Seller of its obligations to comply fully with the requirements hereof.
Notwithstanding the above, seller may, without Buyer’s consent, assign moneys due or to become due hereunder provided Buyer continues to have the right to exercise any and all of its rights hereunder, settle any and all claims arising out of, and enter into amendments to the Subcontract without notice to or consent of the assignee. Buyer shall be given prompt notice of any assignment. Amounts so assigned shall continue to be subject to any of Buyer’s rights to set-off or recoupment under this Subcontract or at law.
Buyer may assign this Subcontract to any successor in interest.
For each Subcontract awarded in support of and charged to a U.S. Government Contract, Provisions from the Defense Federal Acquisition Regulation shall apply along with any other applicable flow-downs required by the Federal Acquisition Regulation (FAR) or the Defense Federal Acquisition Regulation Supplement (DFARS) or any other Federally published Supplement. All such appended FAR, DFARS, or other clauses are incorporated by reference as if set forth at length herein. The Seller shall ensure that all such applicable flow-down clauses are included in each lower tier subcontract with Seller’s suppliers.
Independent Contractor Status
Seller is, and shall remain, an independent contractor during the performance of this Subcontract.
Buyer reserves the right to audit Seller’s records to assure compliance with the terms of this Subcontract. Seller shall make available all data reasonably requested by Buyer.
Basic Safeguarding of Controlled Unclassified Information
When required, Purchase Orders marked with a CUI stamp will be subject to the requirements of DFARS 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. This requires the Vendor to properly protect “Controlled Unclassified Information” in accordance with this clause. “CUI” means information, not intended for public release, which is provided by Johnson Manufacturing Inc. in the form of engineering drawings , technical documents, test procedures and reports in paper or electronic format, in support of a U.S. Government funded contract.