Menu
Last Revised: May 1, 2022
All suppliers must comply with the supplier manual. The last revision of the supplier manual was 5/24/22 and can be found here: APT Supplier Manual
1. Order Acceptance. Seller has read and understands this Contract and agrees that Seller’s written acceptance or commencement of any work or services under this Contract shall constitute Seller’s acceptance of these terms and conditions only.
2. Changes in Scope of Work. This Contract outlines the complete and entire scope of work that Buyer is purchasing from Seller. Seller must issue change of work order and have approval from Buyer prior to modifying the scope of work issued by this purchase order. Any additional charges outside of the price in this purchase order will require additional purchase order. Charges without additional purchase order will not be paid.
3. Assignment. Unless otherwise specifically prohibited by applicable law, Seller may not assign or delegate its rights or obligations under this contract without Buyer’s prior written consent.
4. Shipping. When this purchase Contract is for tangible goods that need delivered, Seller agrees:
a. to properly pack, mark and ship goods in accordance with the requirements of Buyer, the involved carriers, and, if applicable, the country of destination. The marks on each package and identification of the goods on packing slips, bills of lading and invoices (when required) shall be sufficient to enable Buyer to easily identify the goods purchased.
b. to make no charge for handling, packaging, storage or transportation of goods, unless otherwise stated as an item on this Contract;
c. to provide with each shipment packing slips with Buyer’s contract and/or release number and date of shipment marked thereon.
d. Time is of the essence, and deliveries shall be made both in quantities and at times specified in Buyer’s schedules. If Seller’s acts or omissions result in Seller’s failure to meet Buyer’s delivery requirements and Buyer requires a more expeditious method of transportation for the goods than the transportation method originally specified by Buyer, Seller shall ship the goods as expeditiously as possible at Seller’s sole expense.
– If the purchase order is less than $10,000, shipment may be made no earlier than 30 days prior and no more than 1 day after the due date.
– If the purchase order is greater than $10,000, shipment may be made no earlier than 7 days prior and no more than 1 day after the due date.
5. Nonconforming, Rejected, Obsolete, or Surplus Goods. Seller acknowledges that Buyer will not perform incoming inspections of the goods, and waives any rights to require Buyer to conduct such inspections. To the extent Buyer rejects goods as nonconforming, the quantities under this Contract will automatically be reduced unless Buyer otherwise notifies Seller. Seller will not replace quantities so reduced without written direction from Buyer. Nonconforming goods will be held by Buyer in accordance with Seller’s instructions at Seller’s risk. Seller’s failure to provide written instructions within 10 days after notice of nonconformity shall entitle Buyer to dispose of the goods without liability to Seller. Seller will ensure that nonconforming, rejected, obsolete or surplus goods are not sold as service or replacement parts to third parties.
6. Invoicing and Payment. Invoices must only be submitted after completed service/shipment. Invoices received prior to completion of services/receipt of goods may be discarded and re-submission of invoice required. All invoices must be dated in mm/dd/yyyy format and on official company letterhead.
All invoices must have an individual invoice number unique to that invoice. Invoices must be submitted within ninety (90) days of receipt of goods or purchase order will be closed and invoice rejected. Statements are not considered invoices and will not be utilized if submitted for payment.
Invoice must match the item sequence, quantity, ID, reference number, description, unit price, and/or unit of measure as shown on the release/purchase order. Do not include purchase order quantities or amounts on invoice. Invoice quantities, unit of measure, and amounts must be consistent with purchase orders or they will be rejected.
Seller agrees to accept payment by electronic funds transfer. The payment date, unless otherwise stated, shall be net forty-five (45) days from receipt of invoice. Buyer may withhold payment pending receipt of evidence, in such form and detail as Buyer may direct, of the absence of any liens, encumbrances, and claims on the goods or services under this Contract.
7. Warranty. Seller warrants/guarantees that the goods covered by this contract will conform to the specifications, drawings, samples, or descriptions furnished to or by Buyer, and will be merchantable, of good material and workmanship and free from defect. In addition, Seller acknowledges that Seller knows of Buyer’s intended use and warrants/guarantees that all goods covered by this contract that have been selected, designed, manufactured or assembled by Seller based upon Buyer’s stated use will be fit and sufficient for the particular purposes intended by Buyer. The warranty period shall be for two (2) years. Defects in design, materials, or workmanship will be replaced/corrected at Seller’s full expense.
8. Termination for Breach of Nonperformance. Buyer reserves the right to terminate all or any part of this contract, without liability to Seller, if Seller: (a) repudiates or breaches any of the terms of this contract, including Seller’s warranties; (b) fails to perform services or deliver goods as specified by Buyer; (c) fails to make progress so as to endanger timely and proper completion of services or delivery of goods; and does not correct such failure or breach within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure or breach.
9. Termination for Convenience. In addition to any other rights of Buyer to terminate this contract, Buyer may, at its option, immediately terminate all or any part of this contract, at any time and for any reason, by giving written notice to Seller. Upon such termination, Buyer shall pay to Seller the following amounts without duplication: (a) the contract price for all goods or services that have been completed in accordance with this contract and not previously paid for; and (b) the actual costs of work-in-process and raw materials incurred by Seller in furnishing the goods or services under this contract to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this contract; less, however, the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent, and the cost of any damaged or destroyed goods or material.
10. Confidential Information. “Confidential Information” shall mean information that is confidential, non-public, proprietary, and/or generally not known to the public, including, without limitation; any and all information relating to products, patents, discoveries, creations, models and renderings, technologies, business affairs, methods, strategies, formulas, know-how, concepts, techniques, processes, policies and procedures, designs, trade secrets, methods, plants, future planning, data, prices, sales and marketing plans, scientific or technical know-how, software (including all algorithms, methods, techniques and processes), computer programs, projects, and other business information, vendor information, and any and all customer information whether such information be tangible, intangible, intellectual or otherwise. Seller agrees that as a recipient of Buyer’s Confidential Information it shall (a) use the Confidential Information solely in connection with creating products or providing services, (b) not disclose or make available the Confidential Information to any third party, except its own representatives (including employees and/or independent contractors) who are under a duty of confidentiality in connection with the business relationship, and (c) safeguard and protect from disclosure all Confidential Information using a reasonable degree of care, but not less than that degree of care used by it in safeguarding its own similar information. The obligations of confidentiality and restrictions on use as set forth in the Contract shall not apply to any Confidential Information that the Seller proves (a) was in the public domain prior to the time it was disclosed or subsequently came into the public domain other than as a result of a violation of any duty or obligation to keep such information confidential (b) was previously known by or in the possession of such party free of any obligation to keep it confidential (c) was required to be disclosed by court order, provided that the disclosing party gives the other party written notice of the information required to be disclosed as required herein (d) was previously and independently developed without breach of this Contractor any other contract or any other duty or obligation.
11. Intellectual Property. Seller agrees: (a) to defend, hold harmless and indemnify Buyer, its successors and customers against any claims of infringement (including patent, trademark, copyright, industrial design right, or other proprietary right, or misuse or misappropriation of trade secret) and resulting damages and expenses (including attorney’s and other professional fees) arising in any way in relation to the goods or services contracted, including such claims where Seller has provided only part of the goods or services; Seller expressly waives any claim against Buyer that such infringement arose out of compliance with Buyer’s specification; (b) that Buyer or Buyer’s subcontractor has the right to repair, reconstruct, or rebuild the specific goods delivered under this contract without payment of any royalty to Seller; (c) that parts manufactured based on Buyer’s drawings and/or specifications may not be used for its own use or sold to third parties without Buyer’s express written authorization; and (d) to the extent that this contract is issued for the creation of copyrightable works, the works shall be considered “works made for hire;” to the extent that the works do not qualify as “works made for hire,” Seller hereby assigns to Buyer all right, title and interest in all copyrights and moral rights therein. Seller shall own all right, title, and interest in and to all Seller IP. Seller hereby grants Buyer and Buyer’s Customer an irrevocable, perpetual, non-exclusive, worldwide, fully paid-up, royalty-free license to all Seller IP subsisting or embodied in, or used in connection with, goods or services covered by this purchase order. Seller also grants sublicenses to others, to use, maintain, repair, and have maintained and repaired, the goods or services covered by this purchase order.
12. Indemnification. Seller shall indemnify and hold Buyer harmless from and against any liability, claims, demands or expenses (including attorney’s and other professional fees) for damages to the property of or injuries (including death) to Buyer, its employees or any other person arising from or in connection with Seller’s performance of work, products, or use of Buyer’s property, except for such liability, claim, or demand arising out of the sole negligence of Buyer.
13. Compliance with Laws; Employment/Business Practices. Seller, and any goods or services supplied by Seller, shall comply with all applicable laws, rules, regulations, orders, conventions, including, but not limited to, those relating to environmental matters, data protection and privacy, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health/safety and motor vehicle safety. Seller further represents that neither it nor any of its subcontractors will utilize child, slave, prisoner or any other form of forced or involuntary labor, or engage in abusive employment or corrupt business practices, in the supply of goods or provision of services under this contract. Seller agrees to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and that neither it nor any of its subcontractors will directly or indirectly provide or offer to provide, anything of value to or for the benefit of, any official or employee of a governmental authority to obtain or retain any contract, business opportunity, or other benefit, or to influence any act or decision of that person in his/her official capacity.
