No terms and conditions other than these Terms and Conditions shall be binding upon ACP Composites unless accepted by ACP Composites in writing. ACP Composites, hereafter noted as ACP or “Buyer”, and Vendor or “Seller”, are each a “Party” and collectively the “Parties”.

ACP requires our suppliers to 1) maintain a Quality Management System (QMS) that plans for and completes inspection of products prior to shipment to ensure that all product meet the requirements of this purchase order, and 2) Implement controls to prevent shipment of counterfeit parts. 3) make sure persons are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.

Acknowledgement of receipt of this purchase order and confirmation of your ability to meet all requirements and delivery dates is required. Failure to meet the requirements in whole and/or delivery dates will affect your supplier rating with ACP and may result in requests for corrective actions.

ORDER ACKNOWLEDGEMENT: Receipt of this purchase order shall be acknowledged by Seller within three (3) business days.

QUALITY ACCEPTANCE: Unless tolerances and inspection level are specified on the purchase order, all materials will be subject to a +/- 15% dimensional inspection on a 10% sample.  If purchase order line reference purchase order clauses, refer to the attached Quality Clauses.

Delivery:  The time of delivery shall be as specified in this purchase order unless otherwise agreed in writing by both Parties. Any lead times incorporated in this purchase order are deemed firm commitments by Seller. Deliveries in advance of the delivery date specified by Buyer may, at Buyer’s option, be returned to Seller at Seller’s risk and expense or Buyer may retain the goods and pay for the same in accordance with the provisions hereof as if such goods were received on the specified delivery date. Seller shall obtain Buyer’s approval for partial shipments prior to shipment.

PACKING AND MARKING: The goods shall be packed to ensure safe and proper carriage of the goods to Buyer in an undamaged condition and Seller shall be responsible for any loss or damage to the goods which may arise from inadequate or inappropriate packing. The goods shall also be marked and packaged by Seller in accordance with Buyer’s marking instructions and packaging specifications as indicated on this purchase order. A packing list shall be included with each shipment. All documentation, including confirmations, labels, BOLs, packing lists and invoices, shall include the ACP PO number.

SHIPPING: Unless otherwise noted in the "Shipping Method" on the PO ship deliveries as follows:

• "Attn" line MUST be included in the Shipping Address.
• Under 150 LBS ship via FedEx Ground (793217510).
• If no daily FedEx Ground pickup at shipping location, ship via UPS Ground (8E6308).
• Over 150 LBS or palletized ship via FedEx Freight Economy (793217510). 1813b Rutan Drive Livermore CA 94551 location cannot accept freight shipments.
• For Freight Shipments within California ship via Custom Freight Systems Dispatch 888-600-8237 (AERO07800).

Purchase order number must be displayed on the package label, BOL, packing slips, invoices and on the outside of each package. All shipments are to be insured or declared with the carrier for the full shipment value. All excess transportation charges resulting from failure to follow any routing instructions given by Buyer shall be Seller’s responsibility.   

RISK OF LOSS: Risk of loss to the goods shall pass to the Buyer when delivered at the delivery point specified by Buyer on this purchase order.

PAYMENT: Payment will be made following receipt of the goods and required documentation as indicated on this purchase order. ACP standard payment terms are Net 30 or as agreed upon by both Parties in writing. Direct invoices to invoices@acpcomposites.com. Invoices MUST be submitted in PDF format. Direct Accounts Payable inquiries to ap@acpcomposites.com.

For the promptest payments, ACP’s preferred method of payment is ACH. To be paid by ACH, please complete the ACH Authorization Form in the link below and return by fax to 925-443-5901.   http://www.acpcomposites.com/ACH-Form

TAXES: All taxes arising out of the transactions contemplated by this purchase order shall be borne by Seller except as otherwise described as “TAXABLE” on the purchase order.

WARRANTY: Seller warrants clear title to the goods, free of any lien or encumbrance; and that all goods shall be merchantable, of high quality and workmanship and free from defects; shall conform strictly and in all respects with the terms hereof and with the drawings, designs, specifications, descriptions and samples identified in this Contract or in Buyer’s purchase orders; and shall be fit for the purposes intended if the purpose is known or reasonably should be known to Seller. These warranties shall run to Buyer, its successors, assigns, customers, and users of the goods. Seller agrees, at its own expense and whenever and as often as is reasonably requested by Buyer, to furnish and deliver to Buyer satisfactory evidence showing that each of said drawings, designs, specifications, descriptions and samples have been fully and completely complied with and that the goods supplied hereunder fully and completely conform thereto. Seller agrees, at its cost, to immediately replace, repair, grant credit for, or make good, as requested by Buyer, any goods not conforming to the foregoing warranties. The foregoing rights of Buyer are not exclusive and shall not limit Buyer’s right to avail itself of any other remedy provided by this Contract, law or equity.

CANCELLATION OR SUSPENSION: Buyer shall have the right to cancel, without cause, further performance of all or any separate part of this purchase order at any time by written notice to Seller, provided such cancellation is not for purposes of acquiring the goods at a lower price from a third party. On the date of such cancellation stated in such notice, Seller shall discontinue all work as directed by Buyer pertaining to this purchase order, shall place no additional orders, and shall preserve and protect materials on hand purchased for or committed to this purchase order, work in progress, and completed work both in its own and in its suppliers plants pending Buyer’s instructions, and shall dispose of same in accordance with Buyer’s instructions. Cancellation payment to Seller or refund to Buyer, if any, shall be promptly agreed to by Buyer and Seller based on that portion of the work satisfactorily performed to the date of cancellation including reimbursement for reasonable overhead and profit on such work, plus reasonable and necessary expenses resulting solely from the cancellation.

CHANGES: Either Buyer or Seller may issue written requests for changes to any specifications, drawings, delivery dates, quantities and terms covered by this purchase order. Resulting changes can only be authorized in writing by Buyer’s and Seller’s authorized representatives and neither Party is obligated to start work on a requested change until a formal revised purchase order is received. If any change requested by Buyer causes an increase or decrease to the cost, delivery schedule or other terms, Seller shall notify Buyer of the change in cost, delivery or other terms within a reasonable time after receipt of Buyer’s written change request. An adjustment to cost, delivery schedule or other terms shall be mutually agreed upon by the Parties.

INSPECTION: Buyer and its customers, at Buyer’s option, shall have the right to visit the premises of Seller and any of Seller’s suppliers during their normal hours of operation to inspect and test the goods and work in process without relieving Seller of its obligations hereunder. Inspection or testing by Buyer shall not constitute “acceptance” by Buyer and Buyer reserves the right to reject the goods for non-compliance with the provisions of this purchase order.

BUYER’S PROPERTY: All tooling, patterns, dies, gauges, jigs, fixtures, and all specifications, drawings, samples, designs and other items and information, including, without limitation, improvements to the goods, furnished by the Buyer to Seller in connection with this Contract shall only be used in the performance of work for Buyer, shall remain the property of the Buyer and, together with all copies thereof, shall be disposed of or returned in good repair, normal wear and tear expected, by Seller to Buyer at Buyer’s direction and expense upon Buyer’s request or cancellation, termination or expiration of this purchase order. Seller assumes risk of loss and damage to said items while in its possession or under its control.

PROP 65: This product will be shipped to a California site. As such it must comply with Article 6, Clear and Reasonable Warnings, of the California Code of Regulations for the Safe Drinking Water and Toxic Enforcement Act of 1986 and contain an “on-product warning”. For more information go to www.P65Warnings.ca.gov.

FLOW DOWN OF REQUIREMENTS: Seller and processors shall flow down all applicable requirements to all sub-tier suppliers and processors.

NOTIFICATION OF CHANGES: ACP must be notified and approve of changes in product and/or process, changes of suppliers, and changes of manufacturing facility location before implementing such changes on products supplied on this purchase order.

NOTIFICATION OF NONCONFORMING PRODUCT: ACP must be notified of any nonconforming product produced in fulfillment of this PO, regardless of disposition of the product.

APPROVAL FOR NONCONFORMING PRODUCT DISPOSITION: The approval of ACP must be obtained for any disposition other than “scrap” of nonconforming product produced in the fulfillment of this order. Such dispositions would include, but not be limited to, rework, use as-is or resell to another customer.

CORRECTIVE ACTION: Upon request from ACP, a corrective action shall be provided when it is determined that the Seller is responsible for a detected nonconformity. Failure to provide timely and effective corrective actions may result in suspension or loss of ACP supplier approval.

COUNTERFEIT PARTS PREVENTION: ACP suppliers and their sub-tiers will take appropriate measures to prevent the delivery of goods containing counterfeit parts, components, or materials. Measures include, but are not limited to obtaining parts from OEM, OEM authorized suppliers, or Buyer-directed source. Seller shall immediately notify Buyer when it is known or suspected that counterfeit material has been delivered to Buyer. Suspect or known counterfeit material shall be identified and controlled to prevent reentry into the supply chain and shall not be returned. Seller shall provide documentation upon request, including OEM certifications, test reports and inspection records demonstrating the item’s authenticity. Buyer is not responsible to reimburse Seller for suspect or known counterfeit parts.

RIGHT OF ACCESS: Right of access to the applicable areas of all facilities involved in the fulfillment of this order, at any level of the supply chain, shall be granted by Seller to ACP Composites, ACP Composites’ customer(s) and regulatory authorities. Right of access shall include access to applicable records.

FOREIGN OBJECT DEBRIS/DAMAGE (FOD): Seller will maintain a Foreign Object Damage/Foreign Object Debris (FOD) Prevention program that is capable to ensuring that product provided to ACP is free from FOD.

PROCESS CONTROL: Seller will establish and maintain a system and prescribed methodology for manufacturing, documenting and controlling products throughout product realization. Products and materials which are pending verification, including but not limited to process changes, shall be identified, tracked, and controlled accordingly if released for production.

SPECIAL PROCESS SOURCES: Where special processes are to be performed in the execution of this order, the special processes to be used shall be performed by customer-approved sources. Customer-approved sources shall be provided by ACP.

RECORDS RETENTION: All applicable records related to the fulfillment of this order shall be made available to ACP Composites upon request for a period of ten (10) years minimum, or as otherwise specified in the purchase order.

CALIBRATION: Inspections for product acceptance and certification shall be performed using calibrated equipment. Calibration standards shall be traceable to NIST or equivalent standards. Calibration service providers shall be certified to ISO 17025.

Any missing Quality Clauses have been marked Obsolete and are no longer in use.

Q-06 FIRST ARTICLE INSPECTION: Full 100% inspection of all dimensions is required on the first article. A first article inspection report must be provided to ACP indicating actual values of all dimensions. Inspected first article must be clearly identified and segregated if shipped with other production articles. Changes to approved products and/or processes applied in the fulfillment of this purchase order necessitate the consideration for a partial or complete first article inspection.

Q-15 CERTIFICATE OF CONFORMANCE REQUIRED: Certificate of Conformance must be provided with the product.

Q-18 TRACEABILITY & ID: Material to be marked and traceable to manufacturing lot/batch and purchase order.

Q-19 AGE SENSITIVE PRODUCT: Materials procured on this order are considered age sensitive. Seller is required to mark the date of manufacture and expiration date on all material related quality documents. Refer to Purchase Description for specific product Age Sensitivity Requirements in addition to those listed here.

Q-20 EXACT QUANTITY: Quantity of delivered product must match the quantity on the purchase order exactly. Excess or insufficient quantity is not allowed.

Q-21 VARIABLE QUANTITY: Quantity of delivered product can vary from the purchase order quantity, with notification. Confirm with Buyer the exact amount of variation allowed prior to shipment.

Q-22 40F COLD STORAGE REQUIRED: Product must be shipped at 40F or below.

Q-27 0F COLD STORAGE REQUIRED: Product must be shipped at 0F or below.

Q-28 OUT-TIME HISTORY REQUIRED: Product must be shipped with a record of recorded out-time, including monitoring during shipment via temperature recorder contained with product.

Q-29 ROHS COMPLIANCE: Seller shall provide certification that the products supplied under this purchase order are complaint with the European Union Directive 2011/65/EC and subsequent amendments for the Restriction of Hazardous Substances (RoHS).  

Q-30 REACH COMPLIANCE: Seller shall provide certification that the products supplied under this purchase order are complaint with the European Union Regulation of the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH).

Q-31 SDS SHEET: Seller is required to provide a “Safety Data Sheet” that meets current OSHA hazard communication standards on all potentially hazardous chemicals or materials that are being delivered to ACP for the first time, or upon request of an updated SDS.

Q-32 ISO 9001:2015 QUALITY MANAGEMENT SYSTEM REQUIRED: Evidence of ISO 9001:2015 accredited and certified Quality Management System (QMS) is required for ACP to accept delivery of this purchase order.

Q-33 AS9100:2016 QUALITY MANAGEMENT SYSTEM REQUIRED: Evidence of AS9100:2016 Rev. D accredited and certified Quality Management System (QMS) is required for ACP to accept delivery of this purchase order.

Q-34 MATERIAL CERTS & TESTING: The seller shall maintain and provide all raw material certifications and test reports, if applicable, to the material specification. Such reports shall be traceable to the lot, batch, or heat lot number of the original material producer.