1. DEFINITIONS
AND INTERPRETATION
1.1 Contract means the binding agreement formed by the
PO, these Terms, specifications, drawings, statements of work, and other
documents referenced in the PO.
1.2 Goods refer to all materials, equipment, parts, or items
supplied under the PO.
1.3 Services include activities, labour, and deliverables
provided under the PO, including Non‑Destructive Testing (“NDT”).
1.4 Technical Data includes technical references, manuals,
service bulletins, airworthiness directives, structure repair manuals,
engineering orders, and equivalent documentation.
1.5 Order of Precedence:
(a) PO face; (b) these Terms; (c) specifications/SOW; (d) Supplier quotation
only to the extent expressly accepted in the PO.
2. FORMATION
AND ACCEPTANCE
2.1 The PO is Buyer’s offer to purchase on these Terms exclusively.
Supplier’s terms (quotation, invoice, etc.) do not apply unless
explicitly accepted in writing by Buyer.
2.2 Acceptance occurs by: (a) written acceptance, (b) commencing work, or (c)
delivering Goods/Services
3. DELIVERY,
TITLE & RISK OF LOSS
3.1 Delivery terms shall follow Incoterms® 2020, as stated
on the PO. Time is of the essence.
3.2 Supplier must immediately notify Buyer of any actual or potential delay.
Buyer may cancel the PO without penalty for delay.
3.3 Title transfers upon delivery per the agreed
Incoterms®. Risk of loss remains with Supplier until delivery
and formal acceptance at the delivery point.
4. PACKAGING
& HANDLING
4.1 Supplier shall ensure Goods are adequately packed to prevent
deterioration, damage, corrosion, contamination, or distortion.
4.2 Any costs associated with replacement, repair, rework, or logistics arising
from poor packing or handling shall be borne by Supplier.
5. iNSPECTION,
ACCEPTANCE & REJECTION
5.1 Buyer, its customers, and regulatory authorities may inspect
Goods/Services at any time, including at Supplier premises.
5.2 Payment, partial use, or possession does not constitute
acceptance. Buyer may reject nonconforming items and require replacement,
correction, or credit at Supplier’s cost.
6. INVOICING,
TAXES & AYMENT
6.1 Supplier invoices must reference the PO number, item numbers,
quantities, pricing, and corresponding documentation.
6.2 Unless stated otherwise, payment terms are 30 days after
delivery, acceptance, and receipt of valid invoice.
6.3 NDT Customer Orders:
Customer pays 50% deposit before commencement; 50% balance due within 1 month
of completion. Supplier compensation follows the PO terms.
6.4 Prices exclude taxes unless stated; applicable taxes must be itemized
separately.
7. WARRANTY
7.1 Supplier warrants Goods are new, defect‑free, conforming
to specifications, and suitable for intended use. Services must be performed
professionally and competently.
7.2 The warranty period shall be the longer of:
(a) 12 months from acceptance, or
(b) OEM/Manufacturer warranty.
Buyer may require repair, replacement, re‑performance, or refund at Supplier’s
cost.
8. CALIBRATION-
SAMM REQUIREMENT
8.1 All calibrated equipment supplied to Buyer, or used to perform
Services, must include calibration certificates traceable to national/international
standards, with methods and uncertainties clearly stated.
8.2 Calibration must be performed by laboratories accredited under SAMM
(Skim Akreditasi Makmal Malaysia) or equivalent recognized
accreditation bodies.
8.3 Certificates shall accompany the delivered item or be provided prior to
use.
9. QUALITY
SYSTEM & RIGHT OF ACCESS
9.1 Supplier shall maintain a quality management system appropriate to
its scope (e.g., ISO 9001, AS/EN standards where relevant).
9.2 Buyer, its customers, and relevant regulatory authorities shall have full
right of access to Supplier facilities, processes, and records
relating to the PO.
9.3 Supplier personnel must understand:
(a) their contribution to conformity,
(b) their impact on product safety, and
(c) the importance of ethical behavior.
10. COUNTERFIET
PREVENTION
10.1 Supplier shall not supply counterfeit, bogus, unapproved, or
misrepresented parts.
10.2 If such parts are identified, Supplier shall:
(a) replace them immediately at Supplier cost, and
(b) indemnify Buyer for all associated losses and liabilities.
11. COUNTERFEIT
PREVENTION
11.1 All Technical Data required to perform NDT must be received and
verified before work begins.
11.2 NDT personnel and special‑process staff must be properly trained and
certified per applicable industry standards.
12. ECHANGES
& MANDATORY NOTIFICATIONS
12.1 Supplier must
obtain Buyer’s written approval for any changes affecting form, fit, function,
safety, quality, or compliance.
12.2 Supplier must notify Buyer immediately of:
- Nonconforming product already delivered
- Suspected counterfeit product
- Product/process/material/location changes
- Obsolescence concerns
13. CONFIDENTIALITY
& DATA PROTECTION
13.1 All Buyer-provided information, including PO details, drawings,
data, and requirements, is confidential and must not be disclosed without
Buyer’s written consent.
13.2 Supplier shall comply with applicable personal data protection
laws.
14. COMPLIANCE
WITH LAWS & ETHICS
- Anti-corruption
- Trade controls
- Health, safety & environment (HSE)
- Employment
Supplier must conduct business honestly and ethically at all times.
15. CANCELLATION & TERMINATION
15.1 Buyer may terminate
immediately for cause if Supplier breaches these Terms, fails
to deliver, provides nonconforming items, becomes insolvent, or engages in
unethical conduct.
15.2 Buyer may terminate for convenience, paying only documented,
reasonable, non‑recoverable costs incurred up to termination. No payment will
be made for lost profits.
16. INDEMNITY
& INSURANCE
16.1 Supplier shall indemnify Buyer for
claims resulting from Supplier’s breach, negligence, misconduct, or supply of
nonconforming/counterfeit goods.
16.2 Supplier shall maintain adequate insurance coverage (e.g., product
liability, employer liability, public liability) and provide proof upon
request.
17. LIMITATION
OF LIABILITY
17.1 Nothing limits liability for:
- Death or personal injury
- Fraud or fraudulent
misrepresentation
- Breach of confidentiality
- Intellectual property infringement
- Counterfeit supply
17.2 Except as above, neither party is liable for indirect or consequential damages except where payable to a third party as part of an indemnified claim.
18. FORCE
MAJEURE
Neither party is liable for delays
caused by events beyond reasonable control (e.g., natural disasters, wars,
pandemics, government action). Buyer may cancel affected portions if delays
materially impact operations
19. RECORDS
& RETENTION
Supplier shall maintain complete
records demonstrating conformity and traceability for at least 10 years or
longer if required by law or PO.
20. ASSIGNMENT
& SUBCONTRACTING
Supplier shall not assign or
subcontract obligations without Buyer’s prior written consent. Supplier remains
responsible for all sub‑tier performance.
21. ASSIGNMENT
& SUBCONTRACTING
Supplier shall not assign or
subcontract obligations without Buyer’s prior written consent. Supplier remains
responsible for all sub‑tier performance.
22. NOTICES
All notices must be in writing and sent
by hand delivery, courier, or email (with confirmation) to the addresses stated
in the PO or as notified in writing.
23. LOAN OF CUSTOMER-PROVIDED
EQUIPMENT / TOOLING
15.1 Where NDT inspection requested by the Customer requires specialized
tools, fixtures, gauges, reference standards, or equipment not available within
EPIC AERO SDN. BHD.’s capability, the Customer shall loan or provide such
tooling to EPIC AERO prior to commencement of the inspection.
15.2 All Customer‑provided
tooling shall be serviceable, fit for use, and compliant with
applicable regulatory and calibration requirements, including
(where relevant) traceability to national/international standards and
calibration performed by SAMM‑accredited laboratories or
equivalent recognized bodies.
15.3 The Customer
shall ensure that any tooling, accessories, or reference standards provided
do not pose safety risks and remain under proper control
throughout the loan period. EPIC AERO reserves the right to refuse use of any
tooling deemed unsafe, unserviceable, non‑compliant, or unsuitable for
achieving required inspection quality.
15.4 Any charges,
fees, or commercial terms associated with the loan of Customer‑provided
tooling shall be mutually agreed in writing prior to issuance of
quotation or Purchase Order.
15.5 Unless otherwise
agreed in writing, Customer‑provided tooling remains the property of the
Customer. EPIC AERO shall exercise reasonable care in its handling but is not
liable for normal wear, deterioration, or defects inherent to the tooling.
The Customer is responsible for maintaining ownership, calibration status,
certification validity, and regulatory compliance of the loaned tooling.
24. MISCELLANEOUS
24.1 This Contract constitutes the entire
agreement and supersedes prior communications.
24.2 Amendments must be in writing and signed by Buyer.
24.3 If any provision is unenforceable, the remainder remains effective.
24.4 No waiver is valid unless in writing.
24.5 Parties are independent contractors.