TERMS AND CONDITIONS OF PURCHASE – SWAGE AERO
1. ACCEPTANCE.
These Terms and Conditions of Purchase, together with all documents referenced herein (collectively, the “Order”), constitute an offer by Swage Aero B.V. (“Buyer”) to purchase goods (“Goods”) and/or services (“Services” and together with the Goods, the “Deliverables”) from the person or entity to whom the Order is addressed (“Seller”). Acceptance of this Order is expressly limited to the terms herein. Any additional or different terms proposed by Seller are expressly rejected. Commencement of performance or delivery of any Deliverables shall constitute acceptance by Seller.
2. PRICES.
Prices stated in the Order are fixed and firm and include all costs, including applicable taxes, duties, packaging, handling, shipping, and delivery to Buyer’s designated facility. Any reduction in price by Seller prior to payment shall apply to the Order. Buyer makes no commitments regarding volume or forecasts.
3. PAYMENT TERMS.
Seller shall invoice Buyer upon delivery of Deliverables. Buyer shall pay correctly issued invoices within 30 days from receipt, subject to dispute resolution. Buyer may offset amounts due from Seller against any sums owed to Seller.
4. DELIVERY.
Time is of the essence. Deliveries shall be DDP Buyer’s designated location (Incoterms 2010). Risk and title pass upon delivery. Buyer reserves the right to reject partial, early, or late shipments at Seller’s expense.
5. DOCUMENTATION AND PACKAGING.
All Deliverables must be accompanied by documentation stating at minimum: part number, manufacturer, batch/control number, quantity, and expiry date (where applicable). Shelf-life items must have a minimum of 80% remaining shelf life. Records must be retained by Seller for at least 10 years.
6.WARRANTIES.
Seller warrants that all Deliverables are:
(a) conforming to specifications, drawings, and descriptions provided by Buyer;
(b) free from defects in materials, workmanship, and design;
(c) fit for the intended purpose;
(d) free of liens or encumbrances;
(e) compliant with all applicable laws and regulations;
(f) not infringing any third-party intellectual property rights.
These warranties are in addition to any statutory warranties and survive delivery and payment. These warranties exclude any guarantee of OEM approval or certification. Buyer accepts that Seller makes no representation regarding airworthiness certification or OEM-authorized tool status.
6A. PRODUCT USE DISCLAIMER.
Buyer acknowledges that certain Goods supplied by Seller are aftermarket equivalents designed to perform in accordance with OEM specifications but are not manufactured by or affiliated with the original equipment manufacturer (OEM), including but not limited to Permaswage. Seller does not claim OEM certification, endorsement, or approval. Buyer is solely responsible for determining the suitability and lawful use of such Goods, including compliance with OEM procedures, airworthiness regulations, and local laws.
6B. OEM TRADEMARK AND IP DISCLAIMER.
Any reference to OEM part numbers or product names is for identification and cross-reference purposes only. Such references do not imply that the products are manufactured by or endorsed by the OEM. Seller disclaims any association with OEM trademark rights and confirms that the Goods are independently manufactured aftermarket equivalents. Buyer agrees not to represent the Goods as OEM-manufactured.
7. INSPECTION.
All Deliverables are subject to inspection by Buyer and/or its customers. Buyer may reject Deliverables that fail to meet any requirement of the Order and return or dispose of them at Seller’s expense.
8. INDEMNIFICATION.
Seller shall indemnify, defend, and hold Swage Aero, its affiliates, officers, employees, and customers harmless from all claims, damages, losses, liabilities, legal fees, and costs related to:
defective Deliverables;
Seller’s breach of the Order;
any recall involving the Deliverables;
infringement of intellectual property;
damage to Buyer’s property.
Buyer shall also indemnify and hold Seller harmless from claims arising from Buyer’s misrepresentation of the Goods as OEM-original or certified products, or from any unauthorized use in regulated applications without proper certification.
9. INTELLECTUAL PROPERTY.
Seller warrants that the manufacture and use of the Deliverables do not infringe any intellectual property rights. Seller shall, at its expense, remedy any such infringement or replace the Deliverables with non-infringing equivalents.
10. INSURANCE.
Seller shall maintain insurance with reputable insurers, including general liability coverage of at least €2 million per occurrence, and name Swage Aero as an additional insured. Proof of insurance must be provided upon request.
11. CHANGES.
Only changes in writing signed by Buyer shall be binding. Buyer may unilaterally amend orders, and Seller must notify Buyer within ten days if such changes affect cost or delivery time.
12. RECALL.
If a recall or similar action is deemed necessary by Buyer, Seller shall be responsible for all associated costs and damages, including legal and customer costs.
13. FORCE MAJEURE.
Buyer shall not be liable for failure to perform due to causes beyond its control, including acts of God, war, labor disputes, and governmental orders.
14. TERMINATION.
Buyer may terminate the Order, in whole or in part, without liability if:
Seller fails to perform;
Seller becomes insolvent;
Seller breaches the Order;
Buyer provides 7 days’ written notice for convenience.
15. BUYER’S PROPERTY.
All property provided by Buyer remains Buyer’s property. Seller shall maintain it in good condition and return it upon request.
16. AUDIT.
Buyer reserves the right to audit Seller’s records and facilities to verify compliance with this Order.
17. NOTICES.
All notices to Buyer shall be in writing and delivered via email, courier, or registered mail to the address indicated in the Order.
18. CONFIDENTIALITY.
All non-public information disclosed by Buyer shall remain confidential and only be used for fulfilling the Order.
19. ELECTRONIC COMMUNICATIONS.
Electronic and facsimile signatures are valid and binding. Orders may be maintained and transmitted electronically.
20. COUNTERFEIT PARTS.
Seller must implement a counterfeit part prevention plan and notify Buyer immediately if any counterfeit items are discovered.
21. CONFLICT MINERALS.
Seller warrants that no Goods contain conflict minerals as defined in the Dodd-Frank Act. If Goods do contain such materials, Seller must disclose this in writing.
22. EXPORT CONTROL.
Seller must comply with all export control laws, including ITAR and EAR, and must register where required by law.
23. MISCELLANEOUS.
The Order is governed by the laws of the Netherlands. Seller may not assign the Order without Buyer’s prior written consent. Invalid provisions do not affect the remainder of the Order.
24. STATISTICAL TECHNIQUES.
When used for product acceptance, statistical sampling plans must be based on approved national standards.
25. SUPPLIER MONITORING.
External suppliers will be evaluated monthly for on-time delivery and product quality. Reports will be issued quarterly.
26. COMPETENCE.
External suppliers must ensure that all personnel are competent and aware of their responsibilities in contributing to quality, compliance, and product safety.
27. PRODUCT LIABILITY LIMITATION.
In no event shall Seller be liable for any indirect, incidental, punitive, or consequential damages, including but not limited to loss of profit, downtime, or aircraft damage resulting from the use, misuse, or installation of the Goods. Buyer assumes all responsibility for verifying the compatibility and legal use of the Goods in critical systems or certified environments.
