Aurora Defense Group – Supplier Terms and Conditions

Purchasing Standard Terms and Conditions

General: As a Supplier/Vendor to Aurora Defense Group, it is understood that your organization agrees to meet the following stipulations AS9100D requirements as well as any other conditions listed below whenever a Purchase Order is accepted, These requirements are, therefore, to be considered as terms and conditions to all purchases.

1. Our organization reserves the right of final approval of product, procedures, processes and equipment upon receipt.
2. All special processes required by this PO must be performed by qualified personnel.
3. Vendors providing special processing must maintain a system for validating processes.
4. The Vendor shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data.
5. Our organization reserves the right to approve or specify any designs, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items including key characteristics.
6. Provide test specimens for inspection/verification, investigation, or auditing
7. The Vendor is required to:
   1. Notify our organization of nonconforming product.
   2. Obtain our organization approval for nonconforming product disposition.
   3. Notify our organization of changes in product and/or process, changes of suppliers, and changes of manufacturing facility locations.
   4. Flow down to the supply chain the applicable requirements including customer requirements.
8. The Vendor is required to retain all Records associated with the Purchase Order or provide the documentation upon request i.e., for 7 years or as required by contract.
9. Right of access by our organization, our customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records.
10. Certification of Materials and/or Process performed must accompany materials/parts received as requested.
11. Counterfeit Product: All product provided to Buyer shall consist of new materials and authentic products only. Buyer must be contacted in the event that Vendor becomes aware of Counterfeit Product. Product will be considered Counterfeit if Purchase Order calls manufacturer name and required manufacturer is not supplied. In order to prevent and mitigate for Counterfeit product, all suppliers must have a Counterfeit protection plan in place.
12. Supplier performance will be monitored on a periodic basis.
13. Tooling Ownership and Usage
    1. Ownership of Tooling: Any tooling that Aurora Defense Group provides to a supplier (“Supplier”) is the exclusive property of Aurora Defense Group.
    2. Restrictions on Use and Sale: The Supplier is prohibited from selling the tooling or any parts produced from the tooling to any customers other than Aurora Defense Group.
    3. Maintenance and Accountability: The Supplier is responsible for maintaining and accounting for the tooling while it is in their facility. Should the Supplier fail to properly maintain or account for the tooling, the Supplier will be liable for all repair or replacement charges.
    4. Rights to Move, Remove, or Inspect Tooling: Aurora Defense Group reserves the right to move, remove, or inspect the tooling at any time and for any reason without incurring any fees. The Supplier must grant Aurora Defense Group access to the tooling for such purposes upon request.
    5. Legal Consequences for Non-Compliance: Any Supplier who refuses to comply with the tooling rights specified herein will face legal action. The Supplier will be responsible for all incurred legal fees, any loss of business suffered by Aurora Defense Group during the dispute, and any damages to the tooling.
    6. Indemnification: The Supplier agrees to indemnify and hold harmless Aurora Defense Group against any claims, damages, or losses arising from the Supplier’s failure to comply with these terms.
14. In the event that Aurora Defense Group’s client cancels a contract or decreases the quantity of goods or services ordered, Aurora Defense Group reserves the right to cancel or decrease the quantity of purchase orders issued to its suppliers accordingly. Suppliers shall acknowledge and accept this provision as an inherent risk of doing business with Aurora Defense Group and agree to cooperate in good faith to adjust orders as necessary to accommodate changes in customer demand.
15. In the event that a supplier of Aurora Defense Group fails to deliver materials in accordance with the agreed-upon timeline and quality standards, resulting in Aurora Defense Group’s inability to fulfill its contractual obligations to its customers, the supplier shall be held 100% liable for any and all financial losses incurred by Aurora Defense Group. Such losses may include, but are not limited to, late fees, penalties, line down costs, lost Purchase Order costs, legal fees, and expenses associated with expediting materials from alternative sources. By accepting a Purchase Order from Aurora Defense Group, the supplier expressly agrees to assume full responsibility for any damages arising from such failure to perform.
16. Any tooling that Aurora Defense Group has provided a supplier is the exclusive property of Aurora Defense Group. The supplier is not allowed to sell the tooling or sell any parts produced from the tooling to other customers besides Aurora Defense Group. It is the supplier’s responsibility to maintain and account for any tooling while it is in their facility – failure to do so will result in all repair or replacement charges being levied against the supplier. Furthermore, Aurora Defense Group reserves the right to move, remove, or inspect the tooling at any point and for any reason without needing to pay any fees. Any supplier who refuses to allow Aurora Defense Group these tooling rights will face legal action and be responsible for all incurred legal fees – plus any loss of business during the dispute or damages to the tooling.
17. Standards of Business Ethics and Conduct: This clause shall be flowed to subordinate suppliers at all tiers.
    1. Buyer will conduct its business fairly, impartially, and in an ethical and proper manner.
    2. Seller shall conduct its business fairly, impartially, and in an ethical and proper manner.
    3. Supplier shall implement an awareness program to ensure employees understand their contribution to Product/Service conformity, product safety, and the importance of ethical behavior.