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Terms & Conditions of Purchase

Orkal Industries LLC reserves the right to modify or amend this Agreement without notice at any time. It is therefore important that you read this page regularly to ensure you are updated as to any changes. This Agreement applies only to newly manufactured product.


1. Acceptance
The Terms and Conditions set forth herein shall become a binding contract when accepted by Seller either by acknowledgment or commencement of performance.

2. Conflict of Terms
We shall not be bound by any printed matter appearing on forms or invoices submitted by Seller which impose upon Purchaser different terms or terms inconsistent with the terms hereof, unless specifically agreed to in writing by an authorized agent of Purchaser.

3. Extra Charges
No charges of any kind, including charges for boxing or cartage, will be allowed unless specifically agreed to by Purchaser in writing. Price is to cover the quantity and/or net weight of material unless otherwise agreed.

4. Transportation
Transportation of goods purchased will be F.O.B. Destination - Freight Collect, as detailed on the order - unless otherwise stated on the order. No premium transportation or insurance costs will be allowed unless authorized in writing. With respect to the goods, risk of loss shall pass to Purchaser only after the goods are actually delivered to Purchaser or as designated by Purchaser and accepted by or on behalf of Purchaser.

5. Delivery Schedule
Unless otherwise agreed in writing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser's delivery schedule. It is Seller's responsibility to comply with this schedule but not to anticipate Purchaser's requirements. Goods shipped to Purchaser in advance of schedule may be returned to Seller at Seller's expense.

6. Delays in Delivery
If Seller, for any reason does not substantially comply with Purchaser's delivery schedule or otherwise indicates by its communications or actions that it will be unable to do so, Purchaser as its option may either approve a revised delivery schedule or, may terminate all or any part of the order. The Seller will be responsible for all damages of whatever kind caused by the delays including cost of purchasing replacement parts from another vendor.

7. Inspection
Seller is hereby advised that the goods purchased are subject to inspection by Purchaser, its end customer and relevant regulatory agencies including the FAA and/or similar foreign regulatory agencies.

8. Rejections
If any of the goods are found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements of the order including drawings and specifications, Purchaser, in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject and return such goods at Seller's expense, such goods not to be replaced without suitable written authorization from Purchaser. The Seller will be responsible for all damages of whatever kind caused by the rejections including cost of purchasing replacement parts from another vendor and any penalties charged to Purchaser by its ultimate customer.

9. Product Definition
Buyer reserves the right at any point in time to introduce technical changes in the ordered product if required. This will be mutually introduced on a case-by- case basis between the Buyer and Seller. Supplier must supply exact definition of product as ordered by Buyer. The Buyer must approve any changes made by the supplier to the product definition in writing.

10. Warranty
Seller warrants that the merchandise sold hereunder is new merchandise, free from defects in workmanship and conforms specifically to the specifications, samples, or other description furnished. This warranty shall remain in effect notwithstanding any inspection at time and place of delivery and notwithstanding delivery, acceptance and/or payment of invoice by Purchaser.

11. Purchaser's Property
Unless otherwise agreed in writing, all tools, equipment or materials of every description furnished to Seller by Purchaser or specifically paid for by Purchaser and any replacement thereof or any materials affixed or attached thereto, shall be and remains the personal property of Purchaser. Such property, and whenever practical each individual item thereof, shall be plainly marked of otherwise adequately identified by Seller as "Property of Orkal Industries LLC.," and shall be safely stored separate and apart from Seller's property. Seller shall not substitute any property for Purchaser's property and shall not use such property except in filling Purchaser's orders. Such property while in Seller's custody or control shall be held at Seller's risk, shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Purchaser and shall be subject to removal at Purchaser's written request, in which event Seller shall prepare such property for shipment and shall redeliver to Purchaser in the same condition as originally received by Seller, reasonable wear and tear excepted.

12. Changes
Purchaser shall have the right to make changes in the order, but no additional charge will be allowed unless authorized in writing by Purchaser. If such changes affect delivery or the amount to be paid by Purchaser, Seller shall notify Purchaser immediately and negotiate an adjustment.

13. Right of Access
The Buyer reserves the right of entry at any point in time, by Himself, His Customers and/or the Aviation Regulatory Authorities such as FAA, JAA and others, to visit/audit the Sellers premises, facilities, records and procedures.

14. Non-Assignment
Assignment of this order or any interest therein or any payment due or to become due thereunder by Seller without the written consent of Purchaser shall be void.

15. Set-Off
Purchaser shall be entitled at all times to set-off any amount owing from Seller or any of its affiliated companies against any amount due or owing Seller with respect to this order.

16. Compliance With Laws
Seller warrants that all materials shall comply with all applicable State, Federal and local laws, rules and regulations of the United States and any applicable statutes, rules and regulations of the Country of shipment and/or delivery.

17. Information Disclosed to Purchaser
Any knowledge or information which Seller shall have disclosed or may hereafter disclose to Purchaser in connection with the purchase of the goods or services covered by this order, shall not, unless otherwise specifically agreed upon in writing by Purchaser's be deemed to be confidential or proprietary information, and shall be acquired free from any restriction (other than a claim for patent infringement) as part of the consideration for this order.

18. For Work On Purchaser's or its Customer's Premises
If Seller's work under the order involves operations by Seller on the premises of Purchaser or one of its customers, Seller shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work and except to the extent that any such injury is due solely and directly to Purchaser's or its customers negligents, as the case may be, shall indemnify Purchaser against all loss which may result in any way from any act or omission of Seller, its agents, employees or subcontractors, and Seller shall maintain such Public Liability. Property Damage and Employee's Liability, and Compensation insurance as will protect Purchaser from said risks and from any claims under any applicable Workmen's Compensation and Occupational Disease Acts. Upon the request of Purchaser, Seller shall deliver a Certificate of Insurance evidencing the existence of the above required insurance.

19. Indemnification
In the event any good sold hereunder is protected by any patent or copyright, or in the event any damages result from the use or application of the goods, Seller will indemnify and hold Purchaser harmless from and against all damages, actions, claims, suits, or judgments resulting from either the violation of any right of such patents, copyrights or trade-marks or damage so occasioned. Seller shall, in addition, defend at its expense any action against us brought in connection with the foregoing.

20. Termination
If Seller ceases to conduct its operations in the normal course of business (including inability to meet its obligations as they mature) or if any proceeding under bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for benefit of creditors is made by Seller. Purchaser may terminate the order without liability except for deliveries previously made or for goods covered by the order then completed and subsequently delivered to accordance with the terms or the order.

21. Quantities
It is the Seller's responsibility to furnish the proper quantity called for on the order. No variation in the quantities specified herein will be accepted as compliance with the order except by prior written agreement. The Purchaser reserves the right to return excess shipments at Seller's expense.

22. Applicable Law and Jurisdiction
This purchase order and matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects by the laws of the State of New York. The Purchaser and Seller consent to the exclusive jurisdiction of any Court sitting in the Counties of Nassau or Suffolk, State of New York for determination of any and all disputes arising out of, relating to and in connection with this agreement or order.

23. Equal Employment Opportunity
The Equal Employment Opportunity clause in Section 202 of the Executive Order 11246 as amended relative to Equal Employment Opportunity in the implementing rules and regulations of the Office of Federal Contracts, compliances are incorporated herein by specific reference unless exempted by the executive order or those rules regulations.

24. Product Nonconformity Notification to Purchaser
Supplier shall notify immediately in writing the purchaser of any product nonconformity discovered after the product is shipped to the purchaser.
The following are general requirements for this Purchase Order.  Unless any attribute is specified at a higher requirement elsewhere on this PO, these below general requirements are in effect as a minimum requirement for parts on this order:

25. GENERAL DOCUMENTATION REQUIREMENTS
ALL part documentation (COC, Test Reports, etc..) requested on Orkal's PO MUST reference at a minimum the part number, manufacturer's name, lot/batch or Control Number and quantity.  (One-Original Copy of COC is required per lot of part(s) being shipped). All Quality Records must be maintained for a minimum of 10 years.

26. GENERAL PART PACKAGING REQUIREMENTS
ALL part packaging MUST be identified at a minimum with the Orkal Purchase Order Number, part number, manufacturer's name, lot/batch or Control number and quantity. ALL Packing List and Purchase Documents MUST show Orkal's PO number. LOTS/BATCHES must REMAIN LOT/BATCH TRACEABLE. NO MIXED LOTS ACCEPTED.  ALL PARTIAL line/order shipments MUST be APPROVED in writing prior to shipment. If PARTIAL shipments (Any shipment that violates PO ship Date or QTY) are received without prior APPROVAL, ORKAL will ONLY pay the FREIGHT for the first shipment.  The Supplier will be responsible for ALL FREIGHT charges on subsequent partial shipments to complete the line/order.
Product intended for delivery to ORKAL shall be handled and packaged at a minimum in a manner necessary to prevent damage during handling and transit. The packaging shall be performed in such a manner as to ensure goods are adequately protected from any damage until final destination. Products requiring special packaging, handling, environmental or storage must be clearly identified.

27. GENERAL SHELF LIFE REQUIREMENTS
When shelf-life is applicable, Orkal requires that the expiration date be included on all part documentation and part packaging. Shelf-Life items must have a minimum of 80% shelf life remaining upon receipt at any Orkal Facility unless otherwise specified on our purchase order.

28. Configuration Management: ***
Supplier must notify the buyer in writing and immediately of any changes to the characteristics or configuration of the product and/or processes used to manufacture/supply the product. Supplier must receive written confirmation from ORKAL before any changes are made.

29. Product Nonconformity Notification to Purchaser

Supplier shall notify immediately in writing the purchaser of any product nonconformity discovered after the product is shipped to the purchaser.

Failure to conform to these requirements will result in the supplier total liability on all related cost, damages and penalty that may follow the Nonconformance, as well as a rejection and shipment returned at supplier's expense.


AP-740-001 Rev C (Approved By: Quality Manager Steven V Miller / Date: 09-27-2013)