TERMS & CONDITIONS
- Applicability:
- These purchasing terms and conditions apply to all present and future transactions between Sonju Industrial Inc. and its suppliers. Supplier’s terms and conditions, which are not expressly recognized on us, do not impose any obligations on us, even if Sonju Industrial has not expressively repudiated them. The acceptance of the goods and services and payment therefore do not count as any recognition of the supplier’s terms and conditions of sale.
- Quotations
- The supplier should formulate their quotation in accordance with Sonju Industrial’s inquiry. In the event of deviations there from, the supplier is expressly to draw attention thereto in their quotation. Any documents, drawing or other material supplied by Sonju to assist in the preparation of the quotation are to be returned with it. The supplier will be bound by its quotation for a minimum of twelve weeks unless agreed fluctuations are specified in the quotation.
- Unless otherwise expressly agreed, estimates are binding and are to be submitted free of charge to us.
- Confirmation of Order
- Sonju Purchase Orders are to be confirmed in writing via fax or e-mail, giving a binding delivery date and Sonju Industrial’s order number and all other order details. If Sonju Industrial does not receive the confirmation within 24 hours, the order will be deemed to have been accepted at the prices and on the condition specified by Sonju Industrial Inc.
- If the confirmation of the order is at variance with the order, the anomalies must be expressively listed. These will be deemed to be a constituent part of the contract only if confirmed by Sonju in writing.
- Delivery Period
- Goods must be available on the agreed delivery date or within the agreed delivery period of fulfillment.
- As soon as the supplier is given reason to believe that the delivery date will be subject to change, he must notify us to this effect immediately on being made aware thereof, giving reasons therefore and a new delivery date. Any losses arising out of a breach of this duty are to be borne by the supplier.
- In the event that goods are delivered earlier than one month before the specified delivery date, Sonju Industrial will be entitled to refuse delivery or to return goods to the supplier at their expense.
- After the delivery date or delivery period has expired, the supplier will be in default without any reminder to that effect.
- After the delivery date or delivery period has expired, the supplier will be in default and will be responsible for paying all freight services and will forgo any “expedited” services per the purchase order.
- If the supplier defaults, he will be liable for the consequences from the delayed delivery, at least in the sum of 1.5% per week of the value of the goods, without this requiring any proof of loss on Sonju Industrial’s part. The supplier will be free to prove that Sonju Industrial has suffered a lesser loss. After the expiry of a reasonable extension of time, Sonju Industrial will also be entitled to decline the fulfillment of the customer’s undertaking and to demand compensatory damages instead, in particular to place hedging orders at the supplier’s expense. This will also apply in respect to partial deliveries. Even if the supplier is not responsible for his failure to meet the specified delivery date, Sonju Industrial will be entitled to withdraw from the contract, either wholly or in part, after the expiry of an extension of time with no result.
- Delivery
- The supplier will only be entitled to make partial deliveries if the goods are called off in partial quantities from them on the purchase order.
- Packing, transport, transfer of risk
- Seller will package goods in accordance with good commercial practice unless Purchase Order includes specific instructions. Each shipping container, shall be clearly and permanently marked as follows: (a) Seller’s name and address; (b) Consignee’s name, address and purchase order or purchase change order number; (c) Container number and total number of container, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip
- The costs of packing and transport of the goods to the place of fulfillment are to be borne by the supplier, unless otherwise agreed upon. This will also apply to the return of goods. If a separate charge for the packing materials is agreed, this is to be credited to us in full when they are returned carriage paid.
- In some cases, product delivered may take time to inspect due to the size and/or quantity of product delivered. The supplier agrees to allow Sonju Industrial a fair and reasonable amount of time to inspect product (48 hours) for freight damage, and/or inspection compliance after receiving the product. Sonju Industrial will notify seller by phone, writing or email of any discrepancies.
- The risk of the goods in transit is to be borne by the supplier. The risk will only pass to Sonju Industrial with the acceptance of the goods at the place of fulfillment. Sonju Industrial will not accept the costs of insurance in transit.
- Hazardous materials are to be marked as such, in a manner appropriate to the end user. The corresponding safety data sheets are to be delivered at the same time.
- Prices
- Agreed prices are fixed prices, unless otherwise agreed upon. Price increases require Sonju Industrial’s written agreement. If market prices fall, an abatement clause will be deemed to apply.
- Invoices, terms of payment
- Invoices must bear Sonju Industrial’s order number and all the other order details, the designation of individual prices and the number and date of the delivery.
- Payments will be made after receipt of all the goods or the completed service and receipt of invoice, in accordance with the agreed terms and conditions. Payment will be made subject to the reservation that the invoice will be checked.
- Transfer of debt
- Debts may only be transferred to a third party with Sonju Industrial’s written agreement.
- Quality
- The supplier is to guarantee that goods and services comply with the statutory regulations governing safety, health and safety at work and the prevention of accidents, other statutory provisions, the latest recognized technological regulations, Sonju Industrial’s order documents (including Digital Product Definition (DPD) and Model Based Definition (MBD) requirements as specified in applicable documents, including D6-51991 for Boeing and Boeing subcontract product, drawings, plans, samples, specifications, etc.) and the characteristics which are not only guaranteed by the supplier but are also customarily incorporated and are necessary for the intended purpose. In addition, the supplier is to guarantee that the goods are from current production and are not excessively old;
- The supplier is to apply a Quality Management System (QMS) of a suitable type and scope that documents processes/results in a suitable form which are retained with the Supplier for a minimum period specified in the Supplier Records section of this agreement. QMS must also address requirements for competence, including any required qualification of persons and Supplier’s responsibility to ensure persons are aware of contribution to product safety and the importance of ethical behavior;
- If so requested, the supplier is to make test documents available, together with mixing ratios for the materials used;
- Supplier must notify SI immediately upon discovering nonconforming product, to include product already shipped;
- Prior to shipping any nonconforming product to SI, written approval to ship must be received from SI, in addition all nonconforming product must be conspicuously labeled and written evaluation of nonconformance must accompany all nonconforming parts with a corrective action statement;
- Supplier may not subcontract production or processing to another supplier without written consent from SI;
- If a counterfeit material condition is found at any stage of the supply chain, all parties involved with the production of the counterfeit material condition shall participate in an investigation to determine the root cause of the counterfeit material condition. Counterfeit Work shall be defined as work that contains items that have been misrepresented as having been designed or produced under an approved system or acceptable method. Counterfeit items shall be distinguished from non-counterfeit items by separating at the lowest level;
- The supplier shall ensure that any counterfeit material condition is not delivered to SI;
- Supplier shall only purchase products to be delivered or incorporated as Work to SI directly from the Original Component Manufacturer (OCM), Original Equipment Manufacturer (OEM) or through an approved OCM/OEM authorized distributor chain; and
- Supplier shall immediately notify SI with the pertinent facts if the Seller becomes aware or suspects that it has furnished Counterfeit Work. If requested the Seller shall provide SI with OCM/OEM documentation that verifies traceability.
- A representative from each supplier’s AS9100 compliant continuous quality improvement program shall establish and maintain a collaborative connection between the supplier and SI that allows for two-way information flow, timely preventive and corrective action coordination, and increased integration between SI and the supplier to eliminate causes of nonconformities at sub-tier levels;
- If any changes to certifications, registration, or accreditation occur, notification to Customer(s), Member(s), and Suppliers is required within 48 hours;
- Supplier required to identify special requirements, critical items, or key characteristics; and
- The use of statistical techniques for product acceptance and related instructions for acceptance by SI.
- Changes in Process or Method of Manufacturing. Seller agrees that it will not invoke any changes in its processes, method of manufacturing, product, suppliers or facilities during the term of this purchase order without Sonju Industrials prior written consent, and any contemplated changes will be submitted to Sonju for reasonable evaluation prior to any change.
- Supplier Records
- All suppliers of Sonju Industrial must maintain quality records with a retention time of 20 years Minimum for all documents. Fracture Critical Material / all records shall be held for minimum of 20 years. SI at random intervals may request copies of such documents to verify product compliance.
- Sonju Industrial reserves the right at any time to request quality documents and records.
- Sonju Industrial manufactures sensitive products for the Department of Defense and major primes whom mandate ITAR requirements and non-disclosure agreements. SI’s customers require its documentation (i.e. digital data, drawings, parts lists) to be properly secured during and after the manufacturing process. In most cases, these requirements call out that the documentation be destroyed or returned once the manufacturing process has been completed. In order to comply, SI has the right to request in writing that the documentation has been destroyed or has been returned.
- By accepting SI’s purchase orders you grant right of access by SI, its customers and regulatory authorities to all facilities involved in the order and to all applicable records. By accepting SI’s purchase orders you may be audited by SI and/or its customers at any time to ensure compliance.
- All SI suppliers must submit independent (third party) material verification within the packing slip for all material shipped to SI.
- Guarantee
- Sonju Industrial will check goods and services on receipt for completeness and quality within the framework of Sonju Industrial’s capabilities and in a reasonable scope. For complaints of obvious defects, a period of 7 days after receipt by us or (in the case of direct business) by Sonju Industrial’s customer will be deemed to have been agreed.
- For complaints of concealed defects, a period of 28 days will apply after the discovery of the defect on Sonju Industrial’s premises or after the receipt of the notification of the defect by Sonju Industrial’s customer to us.
- If a consignment or service is defective, Sonju Industrial will be entitled, at Sonju Industrial’s discretion, to demand repairs or a fee replacement consignment and, without exception, to a refund of the costs associated with the delayed completion of Sonju Industrial’s order. After the expiry of an extension of time without result, Sonju Industrial will be entitled to rectify the defect or to have it rectified, at the supplier’s expense or to withdraw from the contract or to reduce the purchase price.
- In case of breaches of duty attributable to the supplier or breaches of duty arising from the transfer of a guarantee or from the risk entailed in a procurement by the supplier, Sonju Industrial will be entitled to demand compensatory damages, also compensatory damages instead of the completion of the order after the expiry of a reasonable extension of time without result.
- If no provision is made for a longer period by law or the usual market code of practice, claims arising out of breaches of duty will be barred by the statute of limitations after 36 months. In the case of a replacement consignment, the period of limitations will start anew from the time of the fulfillment of Sonju Industrial’s claims. In the case of repairs, this will be confined to those parts of the consignment, which have been repaired.
- The supplier will assign to us, by way of fulfillment, all the debts owing to him by his subcontractor arising in connection with the breach of duty. If necessary, he is to hand over to us all the documents necessary to enforce the said debts.
- The supplier is expressly to waive any plea of a delayed complaint. Payment of the invoice by us does not constitute any recognition of the freedom from defects of the delivered article.
- Liability
- If, on the basis of statutory provisions, a breach of official safety regulations, an infringement of the protected rights of third parties or for any other reason, Sonju Industrial is made liable, Sonju Industrial will be entitled to demand repayment from the supplier of the loss incurred by us if the supplier’s consignment or service was the original cause of the loss incurred. This will also apply, in particular, to the costs arising in connection with any prosecution or recall action whatsoever.
- Production materials supplied by Sonju Industrial.
- Production materials supplied by us or made for us (illustrations, drawings, models, tools, samples, gauges, working documents, etc.) may only be used for the purpose of compiling the quotation. Digital Product Definition (DPD)/ Model Based Definition (MBD) materials must be handled and processed in accordance with D6-51991 for all Boeing or Boeing subcontract parts. Production materials supplied by SI may not be made accessible to third parties without Sonju Industrial’s written agreement, must be kept until recalled or for three years at the most after they were last used, free of charge and in good condition. They must be insured, by the supplier, against destruction or loss. If necessary, their usability and value retention are to be assured by appropriate maintenance.
- The acceptance or takeover of production material does not mean that Sonju Industrial waives claims under the guarantee or for compensatory damages, or that Sonju Industrial accepts the liability for dimensional discrepancies, faults of infringements of patents, or licenses or other third party rights.
- The supplier is to keep Sonju Industrial’s production material in ready-to-use condition for a period of ten years from the date of the last mass production operation in order to cover spare parts needs. At Sonju Industrial request, he is to supply us with goods made with these production materials.
- Deliverable and Non-Deliverable software must meet Lockheed Martin Q6R quality requirements.
- Secrecy
- All inquiries, orders, papers, packages, and any other correspondence, together with material supplied for the preparation of the quotation or completion of the order are to be considered as business secrets and treated with confidentiality. This also applies to anonymous transfers. Subcontractors are to be placed under a corresponding obligation.
- The supplier may only make use of his business connection with us in publicity with Sonju Industrial’s prior written agreement.
- All Sonju Industrial Inc. documentation and data and Sonju’s customer documentation and data is considered proprietary and subject to nondisclosure without Sonju Industrial written permission.
- General Provisions
- The place of fulfillment for deliveries or services is Kalispell, MT or a delivery address specified by us. The place of fulfillment for payments is Kalispell, MT.
- The legal venue will be Kalispell, MT, the location of the supplier’s registered office or the fulfillment, whichever Sonju Industrial chooses.
- If any of the individual provisions of these General Terms and Conditions of Business is or becomes invalid, this will not affect the legal validity of the other provisions. The parties to the contract have a duty to replace the invalid provision by another provision, which most closely approaches it in its commercial effect.
