Policy

5150 Front Range Parkway
Watkins, Colorado 80137

Cert Works, LLC

QSR-1002; Supplier Terms and Conditions (Rev IR, 1/14/2021

STANDARD PURCHASE ORDER TERMS AND CONDITIONS
By agreeing to provide or sell the parts and/or services set forth on this Purchase Order to Cert Works, Supplier agrees that such terms and conditions shall apply exclusively to all parts and services sold or supplied to Cert Works and that such terms and conditions shall supersede any terms and conditions on Supplier’s forms unless otherwise stated on this Purchase Order or agreed to in writing by Cert Works. Type your paragraph here.

Purchase Order Reference
The Cert Works Purchase Order number must appear on all correspondence, invoices, packages, packing lists and shipping documents. All Supplier references including Sales Order number, Invoice number, Packing List Number or any other references included on FAA 8130-3, EASA Form One (or equivalent), must match identically on all the paperwork. No deviation including suffix or prefix causing variation in any references shall be permitted and shall be grounds for part rejection. Only original paperwork will be accepted for factory new parts. Copies of Airworthiness Releases are grounds for rejection.

Pricing
Payment terms are net 30 calendar days from the date of the invoice issued by Supplier to Cert Works. Payment for products or services under a purchase order prior to inspection and final acceptance by Cert Works shall not constitute an acceptance thereof.

Shipping and Packing
Parts will be shipped at Supplier expenses and must be packaged to protect items, such as defined in ATA Specification 300.

Parts that is not in OEM packaging must have the part number (and Serial Number, if applicable) clearly and fully legible on each part by means of a data plate, ink stamping, engraving or other approved method of fireproof identification that is placed on the part on a non-critical surface.

No charges shall be made for insurance, packaging parts or packaging unless specifically stated on this Purchase Order. Supplier will coordinate shipping instructions with Cert Works for shipments over 75 lbs.

Hazardous/dangerous goods must be packaged in accordance with IATA/ICAO specifications for air carriage. Parts incorrectly packaged shall be subject to rejection by Cert Works. DECLARATION, DOCUMENTATION AND PLACARDING OF DANGEROUS AND HAZARDOUS GOODS IN ACCORDANCE WITH FEDERAL CODE REGULATIONS TITLE 49, ICAO ANNEX 18 AND IATA DANGEROUS GOODS REGULATIONS IS THE RESPONSIBILITY OF THE SUPPLIER/SHIPPER.

Traceability
All parts must be traceable to the source and meet FAA expectations. Recommended FAA approved sources: FAA production approvals under 14 CFR Part 21, including PMA, TSO, or PC.

Prototype: Parts and Services supporting prototype activity (non-FAA approved data) must maintain all materials traceability and include record of work accomplished (Traveler/Work Order) and verification of data used for manufacture.

Certifications and Quality Requirements
1: Certificate of Conformance (C of C)/Parts Certification Requirement
A Certificate of Conformance (C of C) may be used, but only when supported by verifiable records supporting material traceability and work accomplished.
2: Lot Segregation Requirement
The Supplier shall not mix different date codes or production lots and shall not combine new surplus parts with factory new parts. Parts may be submitted in one shipment provided the different date codes and lots are identified and segregated.
3: Quality Records Retention Requirement
The Supplier’s product, process control and quality records shall be retained at the Supplier’s location for a minimum of 5 years from the date of shipment unless a different record retention requirement is stipulated on Cert Works purchase order. The Supplier shall also provide quality records upon request.
4: Right of Access Requirement
The Supplier shall permit Cert Works staff, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain. This includes for surveillance or investigation in order to verify the quality of work, records and conformance of purchased products to specified requirements.
5: Part Number Change Requirement
Alternate or equivalent part numbers must be approved prior to shipment and acceptance by Cert Works Quality Systems Department.
6: Notification of Nonconforming Product
The Supplier shall notify Cert Works of any nonconforming processes, products, or services and obtain approval for their disposition (this includes articles released by Supplier). The Supplier shall also ensure the flow down of Cert Works requirements or their customers to sub-tier suppliers as required. All sub-tier suppliers shall have an effective quality management system in place as per acceptable industry standards.
7: Shipment of Shelf Life Parts
The Supplier may only ship parts that has a minimum of 75% shelf life remaining on age controlled items, and identified with the manufacturer date OR cure date, and expiration date. Cert Works has the right to reject and return any parts received that does not meet this requirement.
8: Product Awareness
Ensuring that persons are aware of their contribution to product or service conformity, product safety and the importance of ethical behavior.
9: Competence
Vendor agrees that it will employ qualified personnel where necessary to satisfy the requirements of this order.
10: Quality Management System
Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards. Vendor shall use customer-designated or approved external providers, including process sources. Cert Works is to be notified of changes to processes, products, or services, including changes of their external providers or location of manufacture.
11: Prevent the use of suspected unapproved, unapproved, and counterfeit parts
Vendor shall maintain a quality management system which is acceptable and appropriate for the items supplied and shall comply with general industry standards.
All parts/services are subject to Cert Works’s final acceptance. This includes parts that have been rejected for physical, document or cosmetic issues.
The Supplier, where appropriate, shall flow down to the supply chain the applicable requirements or that of their customer where defined.
12. Use of Sub-Tier Suppliers

All terms and conditions set forth in this document shall be passed to any sub-tier suppliers used by the supplier. Supplier shall notify Cert Works if any foreign sub-tier supplier is to be used.

Indemnification by Supplier
Supplier hereby agrees to indemnify, release, defend and hold harmless Cert Works and its affiliates and its and their directors, officers, employees, agents, representatives, successors and assigns against any and all suits, actions or proceedings at law or in equity (including, without limitation, the costs, expenses and reasonable attorney’s fees incurred in connection with the defense of any such matter) and from, without limitation, any and all claims demands, losses, deficiencies, damages, settlements, judgments, assessments, fines, penalties, costs, expenses or liabilities, to any person or entity whatsoever (including, without limitation, Supplier’s and Cert Works’s employees or any third party), or damage to any property (including Supplier’s property) arising out of or in any way connected with the performance of services or the furnishing of parts under these Terms and Conditions or any purchase order, regardless of whether any act, omission, negligence (including any act, omission or negligence relating to the manufacture, design, repair, service or installation of any parts furnished hereunder) of Cert Works or its affiliates or its or their directors, officers, employees, agents, representatives, successors or assigns caused or contributed thereto.

Confidential Information
Supplier agrees to hold Cert Works’s Proprietary or Confidential Information in strict confidence. Proprietary or Confidential Information” means any information that Supplier receives or otherwise has access to incidental to or in connection with the parts provided or services performed by Supplier: (i) whose confidential nature has been made known by the disclosing party, orally or in writing, to the receiving party; or (ii) which a reasonable person under like circumstances would treat as confidential due to its character and nature.

Supplier agrees not to make Cert Works’s Proprietary or confidential Information available in any form to any third party or to use such Proprietary or confidential Information for any purpose other than as specified in this Agreement. Cert Works’s Proprietary or confidential Information shall remain the exclusive property of that party.

The parties agree that the obligations of confidentiality with respect to Proprietary or confidential Information shall continue in effect for a period of two (2) years from the date of associated Purchase Order.

Assignment
No rights and/or obligations arising under these Terms and Conditions may be assigned or delegated by Supplier unless expressly agreed to in writing by Cert Works. Cert Works may assign and/or delegate all or any part of its rights and/or obligations hereunder.

Cancellation
Cert Works reserves the right to terminate this Purchase Order or any part hereof by written notice and to refuse to accept delivery or, at Suppliers cost, to return goods already delivered: (a) at any time prior to acceptance by Cert Works, (b) if shipment is made later than the date specified or not within a reasonable time if no time is otherwise specified, (c) if Supplier breaches or anticipatorily breaches any of the terms of the Purchase Order (including any express or implied warranties of Supplier), (d) if Supplier makes an assignment of creditors, or bankruptcy proceedings are instituted by or against Supplier or a receiver or trustee is appointed for Supplier’s assets, or (e) if Supplier or any shipments are not in accordance with Cert Works’s shipping instructions.

Cert Works - Customer and Supplier Policy