Terms & Conditions
Rev-1
AS9100 D EXTERNAL PROVIDERS TERMS AND CONDITIONS REQUIREMENTS
These External Providers Quality Terms and Conditions shall apply to the purchase of all Products (“Products”), Services (“Services”) or Processes (“Processes”) by Niagara Specialty Metals. (“NSM”), from ___________________________ (“External Provider”). External Provider agrees and acknowledges that NSM would not agree to purchase any Products, Services, or Processes that do not adhere to the Terms and Conditions set forth herein which are incorporated by reference in any verbal or written Purchase Orders and/or Agreements by and between NSM and External Provider for the purchase of Products, Services, or Processes. External Provider further acknowledgers that NSM is relying on External Provider’s agreement to be subject to the External Providers Quality Terms and Conditions Requirements for all Materials, Services, and Processes sold to NSM by External Provider either verbally, by purchase order, agreement, or otherwise. External Provider shall ensure that all sub-tier External Provider provided Products, Services, and Processes adhere to all External Providers Terms and Conditions Requirements. External Provider agrees that no Malpractice, Fraud, Falsification, or the sharing of counterfeit materials will occur. AS9100 8.4.3 Requirements a. NSM requires that the External Provider shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data. b. NSM reserves the right of final approval of all Products, Services, and Processes provided, methods of processes and equipment, and the final release of products and services. c. NSM requires that all processes required by our purchase order must be performed by competent, qualified personnel. d. Suppliers providing goods and services to NSM must inform their employees of the importance of ethical behavior and their individual contribution to product conformity and product safety. e. NSM reserves the right to identify the requirements for interaction with our external providers, including:
1. The use of email/fax
2. The use of NSM Customer provided drawings
3. Documented confirmation methods of all verbal interactions f.
NSM reserves the right to monitor our external providers performance including: 1. Supplier Risk 2. Quality of Product, Service, or Process delivered/provided 3. On-Time Delivery of Product, Service, or Process g. NSM reserves the right to designate requirements for verification or validation activities that NSM or our customer intend to perform at the external provider’s premises. h. Design and Development Control is Not Applicable to NSM i. NSM reserves the right to approve or specify any specialty requirements, critical items, or key characteristics j. NSM reserves the right to approve or specify any test, inspection, and verification (including production process verification) k. NSM reserves the right to approve or specify the use of statistical techniques for product acceptance and related instructions for acceptance. l. NSM requires the External Provider:
1. Inform NSM of any changes to the previously approved quality system described in the Quality Survey provided by External Provider to the NSM Quality Department at time of vendor approval.
2. Use only customer-designed or approved External Providers, including process sources (e.g., special processes)
3. Notify NSM of nonconforming product or services immediately upon discovery, and obtain NSM approval for nonconforming product disposition.
4. Wherever applicable NSM reserves the right to require external providers show evidence of processes to prevent the use of counterfeit parts
5. Notify NSM of changes in product and/or processes, changes of suppliers, and changes of manufacturing facility locations. NSM reserves the right to approve such changes or remove External Provider from Approved Vendor List.
6. Flow down the supply chain the applicable requirements, including customer requirements.
7. Provide test specimens for approval, inspection/verification, investigation, or auditing
8. NSM requires that the External Provider shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
9. Retain all records associated with NSM Purchase Orders for a minimum of 7 years. NSM requires the disposition of such documents to be controlled in accordance with the requirements of applicable QMS’s when applicable. If no QMS is in place, NSM does not require notification for the disposition of such documentation.
10. Allow facility inspection and audit by NSM Quality Representative
11. Maintain Heat/Lot Traceability – Heats must be traceable to the original mill test certificates
12. Maintain Heat/Lot Traceability for NSM supplied material – Heats must be traceable to the original mill test certificates
13. Separate/process NSM material by heat number and mark pieces and bundles accordingly
14. Perform and retain documentation of final inspections
15. Items must be separated by heat and grade
16. Each Bundle must be labeled with NSM PO# and ITEM# (when applicable)
17. Material must be packaged to prevent damage.
18. All material supplied must be “Conflict Free” External Provider shall provide test certification reports for raw materials on purchase orders for both the chemical and physical test reports. Each report shall list the following:
a. Material specification and revision
b. Heat number and supplier
c. Results of any chemical analysis and physical tests
d. External Provider shall adhere to all NSM Specifications listed on our purchase orders.
External Provider agrees that the following requirements are met:
a. Grade Verification required
b. External Provider to have a documented policy if electronic signatures are used m. NSM reserves the right of access by NSM representatives, NSM customers, and any regulatory authorities to the applicable areas of all facilities, all applicable documentation at any level of the supply chain associated with NSM orders. n. NSM reserves the right to have suppliers implement a quality system.
Effective Date: 03/06/2024
**Niagara Specialty Metals – Master Terms and Conditions of Sale**
Updated November 5, 2024
1. **Scope of Agreement**
These terms govern all sales, including direct shipment, and take precedence over any conflicting terms from the Purchaser unless agreed upon by NSM in writing. Purchaser agrees to pay for all materials purchased from NSM.
2. **Quotations and Orders**
All orders are based on NSM’s quotations and are valid for 30 days unless otherwise stated. Prices are specific to the quoted quantities, and any changes in quantities are at NSM’s discretion. All materials are sold FOB NSM’s facility or FOB destination if delivered by NSM. Delivered quantities are understood to be +/-10% of the quoted quantities.
3. **Payment Terms**
Payments are due Net 30 Days unless stated otherwise. NSM reserves the right to halt orders or deliveries if there are credit concerns with the Purchaser. Purchaser will incur interest at the maximum legal rate on any overdue payments, and attorney fees of 33% if the account is referred for collection.
4. **Inspection and Claims**
Purchaser or their representative must inspect all deliveries upon receipt. Any claims of shortage or damage must be reported at the time of delivery or as soon as possible.
5. **Limitation of Liability**
NSM’s liability for defective goods is limited to replacement or repair at NSM’s discretion. NSM shall not be liable for compensatory, incidental, or consequential damages, including loss of use or profits.
6. **Change Orders**
NSM reserves the right to accept or reject any change orders. Additional charges may apply for any changes requested by the Purchaser after the initial order.
7. **Force Majeure**
NSM shall not be liable for delays or non-performance due to circumstances beyond its control, including natural disasters, labor disputes, or governmental actions.
8. **Indemnification**
Purchaser agrees to indemnify NSM against all claims or losses resulting from materials provided to Purchaser, especially where injuries or property damage result from the Purchaser’s or third-party’s negligence.
9. **Governing Law and Jurisdiction**
This Agreement shall be governed by the laws of New York State. Both parties agree to resolve any disputes exclusively within Niagara County.
10. **Export Compliance**
Purchaser agrees to comply with all U.S. export laws and regulations. Materials sold by NSM may not be exported or used in activities related to chemical, biological, or nuclear weapons without U.S. government authorization.
11. **Entire Agreement**
This document contains the entire agreement between NSM and the Purchaser, superseding any prior negotiations or agreements. Modifications to these terms are only valid if in writing and signed by both parties.