Smiths Aerospace Australia Pty Ltd trading as Chapman Avionics
Terms and Conditions
GENERAL CONDITIONS: All orders are subject to conditions below
(i)
Australian Civil Aviation Regulations stipulate that all goods must be accompanied by either a suitably worded and authorized conformance statement as per CAR 42W; FAA 8130-30 or JAA FORM 1. [Smiths / Chapman / Garmin] will only accept goods that conform to the above criteria unless otherwise notified. Supply of new or used components under the Purchase Order must conform with the standards of the year 2000 compliance requirements as stated by CASA AAC1-104 (Oct 98) and / or British Standards Institution DISC PD 2000-1 1998 Definition of Year 2000 conformity requirements
(ii)
Order No, Item No, Part No, and Quantity to be shown on all documentation.
(iii)
All advice notes/labels to be marked for the attention of Goods Inwards.
(iv)
Goods to be consigned carriage paid unless otherwise stated.
(v)
All release paperwork, advice and delivery notes, relating to Rubber/Nilon/Polyeurothane products ie. Gaskets, O'rings etc must advise life, cure date and group and be individually packed and inspected to one of the following:
(a)
DEF (AUST) 1000C Part 2 Section C, Commercial Trade Pack/Export Trade Pack, or
(b)
DI (AF) AAP 3531.013, RAAF Specifications T17D (for packing stores), or
(c)
DI (AF) AAP 3531.014 RAAF Specifications rubber goods.
(vi)
All bearings must be individually packaged and be marked with full description of goods inculding part number, date of packaging and grading group where required and shall specify shelf life category appropriate.
(vii)
Static Sensitive Devices: Transit packaging must identiy contents as Static Seneitive Devices and ensure static protection. (Smiths Standard 0823-227 Page 7 Section 8 refers.)
(viii)
No part of this order may be subcontracted without prior approval of the purchaser.
(ix)
Access to your works or your approved subcontracted works shall be allowed to enable inspection by Smiths or
Smiths customers inspectors
(x)
Acceptance of this order signifies agreement to the terms and conditions stated here and overleaf / following.
Conditions of Purchase
NOTE: Our Order Number must be quoted on all order acceptances, invoices and all other communications relating to this order.
1.
Every contract for the purchase of goods by us or for the provision of services for our benefit is subject to these conditions and to all terms specified by us on the other pages of this document.
All conditions and other terms expressed by you are excluded except:
(a) those specifying the mode and time for payment, and
(b) those specifically accepted in writing.
Nothing in these conditions shall be construed as limiting our rights by statute or common law.
2.
We may rescind the contract in whole or in part:
(a)
if delivery is unreasonably delayed, or
(b)
if acceptance of the goods by us is prevented by war, Act of God, stoppage of workmen, prohabition or restricition by a competent authority, or any other cause beyond reasonable control, or
(c)
if goods supplied by you are not to the satisfaction of our Quality Assurance Department or any equivalent department. We also reserve the right to reject subsequently any part of a delivery that is found to be sub-standard when it is being processed.
3.
(1)
Without prejudice to:
(a)
Our right to rescind the contract under condition 2, and
(b)
such rights as we may have at general law, we may, by written notice given to you at any time, summarily terminate the contract
(2)
On such termination the following provision will apply:
(a)
You shall use your best endeavours to mitigate any loss suffered by you as a result of termination under this condition and, without prejudice to the generality of the foregoing duty, you shall comply with our reasonable directions as to the disposal of finished goods and components and raw materials thereof, and as to the termination of your liability under any relevant sub-contract
(b)
We shall pay to you whichever is the less of:
(i)
such sum, if any, as would have been payable by us by way of damages if termination under this condition were a breach which discharged the contract, or
(ii)
such sum, if any, as equals the contract price for goods that would, but for such termination, have been deliverable within the period of four weeks beginning with termination of the contract.
4.
You shall not:
(a) exceed the quantity specified by us, or
(b) make any change in specification or quality of the goods, except with our written consent on our offical order amendment form.
5.
Where this order is shown by endorsement to apply to a Government contract, it is subject to the
same conditions as the Government contract.
6.
Any jigs, tools, dies, patterns, designs, components and materials supplied by us or manufactured to our order for use in connection with the contract:
(a) shall be at your risk until such time as thay are returned or deliverd to us.
(b) shall not be used by you except in connection with out orders, and
(c) shall be preserved under such conditions of secrecy as we may prescribe.
7.
Insofar as any work to be performed by you pursuant to this order may consist of designing or inventing, all rights in all designs or inventions arising out of such work shall belong to us and shall not be used by you except for the purposes of our orders nor copied or communicated to any other person without prior written consent. All drawings and other documents delineating or recording such designs or inventions shall also be our property and shall be handed over to us upon demand.
8.
You shall indemnify us against all claims, demands, actions, costs, charges, expenses and damages which we may incur by reason of our sale of the goods infringing or allegedly infringing any patent, registered design or trademark. Provided that in the event of any claim being made against us in respect of such matters we shall notify you thereof and you may at your expense conduct negotiations for the settlement of the same and any litigation that may arise therefrom.
9.
You shall indemnify us against and in respect of all actions, claims, demands, damages, costs, expenses and liabilities of whatsoever nature arising from any defects in the quality, nature or condition of goods, materials or services supplied by you or from faulty advice or guidance associated with the supply of such goods, materials and services except insofar as and to the extent that such defects are caused by your following a design specification, or using any materials, supplied by or on behalf of us.
10.
(1)
Goods must be sent carriage paid and at your own risk unless otherwise agreed in writing.
(2)
Cases and packaging must be provided free, but cases will be returned at your cost if desired.
(3)
All labels on cases or packages must bear the order number.
11.
(1)
A separate advice note bearing the order number must be posted to the facility to which the goods are fowarded, on or before the day the goods are dispatched.
(2)
Your invoice quoting the order number must be forwarded on the day of dispatch to the Accounts Deaprtment
Smiths Aerospace Australia Pty Ltd, P.O. Box 348 Nundah, Qld 4178
12.
You are reminded of your duties under all appropriate Health and Safety Acts and are required to provide appropriate information that will ensure your goods, when properly used, will be safe and without risk to health.
13.
Where, in pursuance of the contract, you perform works upon our premises, the following conditions shall apply:
(a)
You shall be soley liable for, and shall indemnify us in respect of, any damage or injury to any person
or property howsoever arising from:
(i)
acts or omissions of yourself, your employees, agents or sub-contractors
(ii)
defects in the works due to faulty materials or to the faulty workmanship of any person.
(iii)
the condition of premises, vehicles, plant, tools and materials whether or not owned, possessed or controlled by us, used by you, your employees, agents or sub-contractors.
(b)
You shall comply with all statutes, orders, regulations and by-laws in any way relating to:
(i)
the carrying out of the works,
(ii)
the standard of the works,
(iii)
persons employed in the execution of the works,
(iv)
the observance of standards of health, safety, and hygiene and you shall indemnify us against any fines, penalties, costs, damages or other liability whatsoever which may be incurred by us as a result of your failure or the failure of any of your employees, agents, or sub-contractors to comply therewith,
or as a result of any other act of neglect by you, your employees, agents or sub-contractors.
(c)
Without prejudice to our right to indemnify under clause (b) of this condition, we reserve the right to remove, or cause to be removed from the premises, any person, object or substance who or which in our opinion, constitutes a threat to the health and/or safety of persons on or adjacent to the premises.
(d)
We may require you, before commencing work on premises, to sign a certificate provided by us certifying
that you have been made aware of all our Company and site regulations and rules, and that you will
abide by them and will ensure that your employees, agents and sub-contractors abide by them.
(e)
You shall ensure against such risks and in such terms as we may reasonably direct.
14.
The contract shall be governed in all respects by Australian Law.
