Terms and conditions for suppliers : PCM-F-129C

Introduction

«PCM INNOVATION» will be identified in the present document as «PCM », and the «supplier or subcontractor» will be identified as «supplier».

PCM aims at a long terms partnership with their suppliers. The objective of this document is the purchasing process of PCM. This procedure applies to all the order forms emitted by the purchasing department of PCM for products having a direct or indirect impact on the finished products.

All PCM’s purchase orders will be governed according to the laws and regulations of the province of Quebec.

1. Order acceptance

The supplier has the obligation to confirm in writing the purchase order within 48 hours following its reception. In the case where the order cannot be accepted by the supplier, PCM must also be informed within 48 hours. In absence of fax or email confirmation from the supplier, information written on the purchase order will prevail.

The order, the terms and conditions, the clauses, the estimate and the other documents to which the order refers, constitutes the whole agreement between the parties and has precedence on all other documents or agreements. Any subsequent change in the order confirmation must be communicated in writing to PCM and agreed to. If the delivery date is not respected by the supplier further to the order confirmation, PCM reserves the right to cancel the order without any penalty from the supplier.

2. Delivery

The supplier cannot proceed to delivery of an order without having obtained beforehand a P.O. number. The supplier must deliver the order according to required dates confirmed on the purchase order. The supplier grants to use all methods of faster shipping to respect the confirmed delivery date, and this, free of charge for PCM. Further to the order confirmation, if partial shipping is necessary, PCM should be notified. The supplier will be responsible to assume the transport costs for the subsequent deliveries.

The supplier responsible for using an adequate packaging for the product to insure an undamaged delivery to PCM. There must be a copy of the waybill outside each package and another copy inside.

For the shipping from outside Canada, the supplier will also have to supply all documents necessary for customs, with a copy outside of the packing as well as inside. The description of the goods on documents will have to conform to the price classifications recognized to allow the application of adequate rates. In the case where the information would not be in accordance, PCM reserves the right to charge back all additional fees to the supplier.

3. Delivery performance

PCM calculates supplier’s quarterly delivery performance according to the confirmed date on the order confirmation. This performance will be taken into account for the annual assessment.

4. Invoicing

The P.O. number and the packing slip number must be found on the invoice. If they are mistakenly charged, PCM will inform the supplier about it and will pay the amount confirmed on the order acceptance. The invoice could also be put in on hold by PCM until settlement.

The established date of payment will begin from the date of the settlement. The applicable discount will not be affected by this situation. This is also valid in the case of a delivery not in compliance with caused by a lack of documentation (CFC, FAI, test reports, etc.)

5. Managements of documents and their revisions

Unless specified otherwise on the purchase order, the supplier must comply with the last available revision, this also applies to supplier approved by a client of PCM

6. Product shelf life

At the delivery of a product to PCM, the remaining shelf life of the product must be at a minimum of 75% of its total shelf life or as otherwise specified on the purchase order. The purchase order has priority concerning this point. If the product does not meet this requirement, PCM could refuse this product and the supplier will have to supply a replacement of the product in delay considered adequate by PCM, and this free of additional charge.

7. Intellectual property

Any information supplied by PCM (drawings, specifications, standards, processes, etc…) to the supplier is considered confidential and is the intellectual property of PCM. The supplier cannot reveal, supply, or use the information without prior written authorization. If considered necessary, PCM reserves the right to ask the supplier to sign a non-disclosure and confidentiality agreement.

8. Right of access to the installations and the information

The provider agrees to provide right of access to its facilities (at all level of supply) to PCM and its customers for quality checks. All records concerning the quality, must be kept for a minimum period of 10 years or otherwise specified by PCM’s customer.

The supplier shall communicate to his subcontractors and suppliers, all requirement and specifications from PCM mentioned on the purchase order. PCM shall be informed in writing if the supplier is using subcontractors.

PCM must be notified if there is a change in the location of the supplier.

9. Certificate of compliance

When required by PCM, the supplier must include a certificate of compliance with the product delivery. It must declare that the product and\or the service meets the requirements indicated on plans or any other technical specification (according to the last revision).  This certificate must contain:

1) Supplier’s name
2) Supplier’s complete address
3) Date of certification
4) Certificate number
5) Purchase order number and its revision
6) Item number of purchase order
7) PCM and his Customer’s part number
8) Quantity of pieces delivered
9) Draft number and its revision
10) Lot or serial number

And if necessary the following points should be included if they exist :

1) PCM or Customer’s stock number
2) Supplier part number
3) The expiry date of the product,
4) NCR number
5) Identification and signature of the supplier’s quality representative
6) Delivery terms and revision number
7) Applicable test procedure’s number and its revision
8) Material description and its specification number
9) The approved technical number used.

The certificate of compliance must be clearly understandable by PCM. It must be accompanied by the certificates of compliance of the subcontractors and suppliers of material used in the realization of the order.

10. FAI (first article inspection)

When specified in the order, FAI as per AS9102 may be required. This report must include all the dimensional characteristics and the inspection of all other required specifications. If the information results from a 3D file, a report which compares the CAD file with the actual part is required.

11. Non-Compliance

The supplier has the obligation to inform PCM of any non-compliance product delivered to PCM.

When a product is not in compliance with the specifications mentioned on the purchase order and the other specifications supplied by PCM, the supplier will be informed as soon as possible by the issuance of a NCR report. The supplier will have to answer PCM with 24 hours for the resupplying of the product. The supplier will replace or repair (with the approval of PCM) the product within the deadlines required by PCM. Any transportation costs or other expenses incurred by such non-compliance will be at the expense of the supplier including the cost of accelerated return of product. PCM reserves the right to charge all fees inherent to a non-compliance to the supplier. No time limit applies for the issuance of a non-compliance by PCM to a supplier.

With regards to any other complaint from PCM, the supplier must answer in writing within 48 hours following the notification. Finally, the supplier shall identify the cause and the corrective action within 10 working days following the NCR.

12. Changes in processes and\or products

The supplier has the obligation to inform PCM of any planned change in a product or process. PCM’s approval is required before the supplier proceeds with any changes.

No material substitution will be accepted unless previously approved by PCM. Any request for substitution must be accompanied by the technical document demonstrating its equivalence.

13. Warranty

The supplier makes a commitment to completely guarantee its products against any defect, material, conception and manufacturing. With the written approval of PCM, the supplier makes a commitment to make all corrections or repairs at his expenses. If the repair of the product is not possible, the supplier will have to replace products and assume all inherent costs. This guarantee could be passed on by PCM to its customers.

14. Counterfeit parts

To avoid receiving counterfeit parts, the supplier must provide documentation tracking the part’s origin. The supplier must also carry out test and inspection activities to ensure the authenticity of these parts.

15. Conflict minerals

The supplier must ensure that the following materials: Tin, Gold, Tantalum or Tungsten included in the items delivered to PCM do not come from the following countries: Angola, Burundi, Central African Republic, Republic of Congo, Rwanda, Sudan, Tanzania, Uganda and Zambia.

16. Specifics Aerospace Requirements

Supplier must maintain a recognized quality management system (QMS) such as AS9100, ISO9001 or NADCAP

The supplier must have a foreign object detection and prevention program (FOD).

The supplier must comply with the Canadian CGP (Control Goods Program) or the U.S. ITAR (International Traffic and Arms Regulation)

The supplier must ensure that its staff is aware of its contribution to product and service compliance, product safety, and the importance of ethical behavior.

17. Product safety

The organization shall plan, implement and control the processes needed to assure product safety during the entire product life cycle, as appropriate to the organization and the product.