AS9100 SUPPLIER REQUIREMENTS, TERMS AND CONDITIONS AGREEMENT
General: As a SUPPLIER to IDP TM, it is understood that your organization agrees to meet the following stipulations / AS9100 requirements whenever an IDP TM Purchase Order specifies that the order is for an aerospace application / job (or contains some similar aerospace/AS9100 reference). These requirements are, therefore, to be considered as terms and conditions to all aerospace purchases.
1. Definitions:
1.1. ("IDP TM") means IDP TM, INC., acting through its companies or business units as identified on the face of this Contract.
1.2. ("IDP TM Procurement Representative") means a person authorized by IDP TM’s cognizant procurement organization to administer and/or execute this Contract.
1.3. ("Subcontract") means the instrument of contracting, such as "Purchase Order", "PO", "Subcontract", or other such type designation, including these General Provisions, all referenced documents, exhibits and attachments. If these terms and conditions are incorporated into a "master" agreement that provides for releases, (in the form of a Purchase Order or other such document) the term "Subcontract" shall also mean the Release document for the Work to be performed.
1.4. (“Counterfeit Work") means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair but is altered and misrepresented as acceptable. For purposes of "Counterfeit Work," Work consists of those parts delivered under this Subcontract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies).
1.5. (“FAR") means the Federal Acquisition Regulation, issued as Chapter 1 of Title 48, Code of Federal Regulations.
1.6. (“Intellectual Property") means intellectual property, including but not limited to, any and all inventions, copyrightable materials, know-how, trade secrets, technology, designs, works of authorship, discoveries, improvements, processes, methods, mask works, data, information, technical data, computer software and/or computer software documentation.
1.7. (“SUPPLIER") means the party identified on the face of this Subcontract with whom IDP TM is contracting.
1.8. (“Separate Intellectual Property") means Intellectual Property that is either conceived, created, developed, obtained, acquired and/or otherwise generated prior to, or separately and independently from performance under, this Contract.
1.9. (“Work") means all required labor, articles. materials, supplies, goods, and services constituting the subject matter of this contract.
1.10. (“Utilize") includes, but is not limited to, to m1ake, use, sell, import, modify, improve, repair, lend, lease, copy, reproduce, display, perform, distribute, prepare derivative works, disclose, transfer, and have all the same done by any third party.
2. Acceptance of Contract/Terms and Conditions:
2.1. This Subcontract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties.
2.2. SUPPLIER'S acknowledgment, acceptance of payment, or commencement of performance, shall constitute SUPPLIER'S unqualified acceptance of this Subcontract.
2.3. Purchase orders shall be confirmed in electronic or written form within 2 to 3 business days of receipt.
2. Special Process Sources:
Where required on the IDP TM Purchase Order, SUPPLIERS must use IDP TM customer-approved special process sources. These sources will be communicated to you by IDP TM in advance or with the Purchase Order.
3. Non-Conforming product/material:
IDP TM is to be contacted (by the SUPPLIER) in the event of nonconforming product / material. Arrangements for the approval of SUPPLIER nonconforming product / material must be as directed by an IDP TM authorized manager or designee.
3.1. Furthermore, the SUPPLIER is required to notify IDP TM of any changes to a product and/or process and to obtain approval of such change from an authorized IDP TM manager or designee.
4. Right of Access/Entry:
IDP TM, their customers, and regulatory authorities retain the right of access to all SUPPLIER facilities involved in the aerospace order and to all associated / applicable records.
5. Requirements and Flow-down:
IDP TM requires that all applicable customer / regulatory / AS9100 requirements for the SUPPLIER to flow-down to your SUPPLIER / sub-tier SUPPLIERS (includes requirements in the purchasing documents and key characteristics). IDP TM will flow down ITAR, MLA, MA, TAA, and EAR requirements to sub-tier supplies on an as needed basis.
6. IDP TM Inspections/Source inspection:
IDP TM performs inspection activities to ensure that purchased product meets purchase requirements. They may include:
6.1. Receiving inspections (of SUPPLIER products/services/documents) may be / are performed by a designated IDP TM employee. IDP TM verifies the authenticity of the appropriate certificate of conformity, material certificates, etc. and other accompanying documentation by review and comparison (as is appropriate) to the drawing and/or industry specifications or by other means. When necessary, IDP TM may inspect or audit at the SUPPLIER’S facility.
6.2. All incoming finished parts or any item that is used in the manufacture of aerospace parts must be boxed or protected during shipping. IDP TM retains the right to refuse any shipment because of damage that may occur because of improper packaging, etc. and return it to the SUPPLIER for replacement at the SUPPLIER’S cost.
6.3. Furthermore, products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded (as appropriate). All special processes (anodizing, heat treat, zinc plating, etc.) will require a Certificate of Conformity.
6.4. Requesting test specimens for design approval, inspection/verification, investigation, or auditing.
6.5. The use of statistical techniques for product acceptance and related instructions for acceptance by IDP TM
6.6. When appropriate, IDP TM may delegate the inspection authority to one of its approved SUPPLIERS. IDP TM will communicate the inspection requirements and maintain a record of those approved to carry out such inspections.
6.7. When IDP TM or its customer intends to perform verification at the SUPPLIER’S premises, IDP TM will first state the intended verification arrangements and the method of product release. This information will be communicated on the IDP TM Purchase Order or via another acceptable purchasing arrangement.
6.8. Where specified in the contract, IDP TM’s customer or customer’s representative will be afforded the right to verify at the SUPPLIER’S and IDP TM’s premises that subcontracted product conforms to specified requirements. Verification by the customer is not used by IDP TM as evidence of effective control of quality by the SUPPLIER and shall not absolve IDP TM nor its SUPPLIER of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the customer.
7. Conflict Materials Regulations:
IDP TM abides by Conflict Materials Regulations. IDP TM requires that products shipped or serviced by its SUPPLIER to comply to these regulations. In the event a SUPPLIER discovers violation of these regulations, the SUPPLIER must immediately stop any products and/or services in process. Supplier must inform IDP TM of the violation in writing and provide complete information regarding the violation so that IDP TM can proceed with segregating the suspect products.
8. Restriction of Hazardous Substance Directives:
IDP TM SUPPLIERS are required to comply with The Restriction of Hazardous Substances (RoHS) Directive. Any violations of this directive must be reported to IDP TM immediately. IDP TM complies with the Restriction of Hazardous Substances Directive (REACH) requirements and its SUPPLIERS are required to comply with the REACH directive.
9. Communication with IDP TM Customers:
Supplier shall not communicate with IDP TMs customer or higher-tier customer in connection with this Contract, except as expressly permitted in advance by IDP TM. This clause does not prohibit SUPPLIER from communicating with the U.S. Government with respect to: (1) matters supplier is required by law to communicate to the U.S. Government; (2) an ethics or anticorruption matter; (3) any matter for which this Contract, including a FAR or FAR Supplement clause included in this Contract, provides for direct communication by SUPPLIER to the U.S. Government; or (4) if SUPPLIER is a small business concern, any material matter pertaining to payment or utilization.
10. Counterfeit Prevention:
To prevent the purchase of counterfeit or suspect / unapproved products, to ensure product identification and traceability, and for other reasons, IDP TM will institute controls that include the requirement of Material Certificates, Certificates of Conformity, and / or other supporting documentation from its SUPPLIERS as is appropriate. These requirements may be specified on IDP TM Purchase Order or may otherwise be communicated to the SUPPLIER.
11. Proper Documentations/Test Reports:
Documented information such as Test Reports, Material Certs., Certificates of Conformity and First Article reports (when specified) shall accompany all orders.
12. Delivery:
The SUPPLIER shall immediately notify IDP TM and explain any circumstances, including labor dispute, which may delay the timely performance of the Purchase Order and shall continue to notify IDP TM of any significant changes in delivery status.
13. Drop-Shipments:
A SUPPLIER receiving a drop-shipment from another SUPPLIER, that is to be processed for IDP TM, shall send to IDP TM, upon receipt, an email confirmation of receipt materials/parts. The email confirmation shall include a scanned copy of the material/part’s shipper/packing list, any accompanying certification(s), and note the quantity received.
14. Code of Ethics:
SUPPLIERS are expected to act ethically, honestly, and with the highest standard of personal integrity at all times in the performance of work for IDP TM. IDP TM’s SUPPLIERS contribute directly to our product conformity and safety and as such all SUPPLIERS are valuable contributors to successful product manufacturing and performance.
15. Quality Management Systems:
SUPPLIERS are required to maintain a Quality Management System and notify IDP TM of changes to applicable certification status.(a)All SUPPLIERS are required to ensure that their personnel are trained and competent to the requirements of the drawings, standards, and Purchase Order requirements supplied by IDP TM.
16. Special Processors Only:
All special processes required by this Purchase Order must be performed by qualified personnel under a system for validating processes. Certification of conformance for materials used and/or the process performed must accompany materials/parts received.
17. Retention of Records.
The SUPPLIERS is required to retain all records associated with the Purchase Order as required for a period of ten (10) years.
18. Electronic Contract:
The parties agree that if this Subcontract is transmitted electronically neither party shall contest the validity of this Contract, or any acknowledgement thereof, on the basis that this Subcontract or acknowledgement contains an electronic signature.
19. Changes to Purchase Orders:
19.1. The IDP TM Procurement Representative may at any time, by written notice, and without notice to sureties or assignees, make changes within the general scope of this Subcontract in any one or more of the following: (i) drawings, designs, or specifications; (ii) method of shipping or packing; (iii) place of inspection, acceptance, or point of delivery; and (iv) delivery schedule.
19.2. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of this Contract, IDP TM shall make an equitable adjustment in the purchase order price and/or delivery schedule and modify this purchase order accordingly. Changes to the delivery schedule will be subject to a price adjustment only.
19.3. SUPPLIER must assert its right to an equitable adjustment under this clause within twenty (3 to 5) days from the date of receipt of the written change order from IDP TM. If SUPPLIER proposed equitable adjustment includes the cost of property made obsolete or excess by the change, IDP TM shall have the right to prescribe the manner of disposition of the property.
19.4. Only the IDP TM Procurement Representative has authority on behalf of IDP TM to make changes to this Contract. All amendments must be identified as such in writing and executed by the parties.
19.5. IDP TM engineering and technical personnel or other IDP TM personnel may from time to time render assistance or give technical advice or discuss or effect an exchange of information with SUPPLIER’S personnel concerning the Work hereunder. No such action shall be deemed to be a change and shall not be the basis for equitable adjustment.
19.6. Except as otherwise provided herein, all notices to be furnished by SUPPLIER shall be in writing and sent to the IDP TM Procurement Representative.
20. Stop Work:
20.1. SUPPLIER shall stop Work for up to ninety (90) days in accordance with any written notice received from IDP TM, or for such longer period of time as the parties may agree and shall take all reasonable steps to minimize the incurrence of costs allocable to the Work during the period of Work stoppage.
20.2. Within such period, IDP TM shall either terminate this Subcontract in accordance with its provisions or continue the Work by written notice to SUPPLIER. In the event of a continuation, an equitable adjustment in accordance with the principles of the "Changes" clause shall be made to the price, delivery schedule, or other provision(s) affected by the Work stoppage, if applicable, provided that the claim for equitable adjustment is made within thirty (30) days after date of notice to continue.
21. Default:
21.1. IDP TM, by written notice, may terminate this purchase order for default, in whole or in part, if SUPPLIER: (i) fails to comply with any of the terms of this Contract; (ii) fails to make progress so as to endanger performance of this Contract; (iii) fails to provide adequate assurance of future performance; (iv) files or has filed against it a petition in bankruptcy; or (v) becomes insolvent or suffers a material adverse change in financial condition. SUPPLIER shall have ten (10) days (or such longer period as IDP TM may authorize in writing) to cure any such failure after receipt of notice from IDP TM. Default involving delivery schedule delays, bankruptcy or adverse change in financial condition shall not be subject to the cure provision.
21.2. Following a termination for default of this Purchase order, SUPPLIER shall be compensated only for Work actually delivered and accepted. IDP TM may require SUPPLIER to deliver to IDP TM any supplies and materials, manufacturing materials, and manufacturing drawings that IDP TM has specifically produced or acquired for the terminated portion of this Contract. IDP TM and SUPPLIER shall agree on the amount of payment for these other deliverables.
21.3. Upon the occurrence and during the continuation of a default, IDP TM may exercise any and all rights and remedies available to it under applicable law and equity, including without limitation, cancellation of this Contract. If after termination for default under this Contract, it is determined that SUPPLIER was not in default, such termination shall be deemed a termination for convenience.
21.4. SUPPLIER shall continue all Work not terminated or cancelled.
22. Timely Performance:
22.1. SUPPLIER’S timely performance is a critical element of this Contract.
22.2. Unless advance shipment has been authorized in writing by IDP TM, IDP TM may store at SUPPLIER’S expense, or return, shipping charges collect, all Work received in advance of the scheduled delivery date.
22.3. If SUPPLIER becomes aware of an impending labor dispute involving SUPPLIER or any lower tier subcontractor, or any other difficulty in performing the Work, SUPPLIER shall timely notify IDP TM, in writing, giving pertinent details. This notification shall not change any delivery schedule.
22.4. In the event of a termination for convenience or change, no claim will be allowed for any manufacture or procurement in advance of SUPPLIER’S normal flow time unless there has been prior written consent by IDP TM.
23. Corrective Actions:
IDP TM may also require specific actions where timely and / or effective corrective actions to a SUPPLIER issue(s) are not achieved. These actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, removal of the SUPPLIER from IDP TM’s Approved Supplier List, and legal actions.
24. Payment:
24.1. Unless otherwise provided, terms of payment shall be net thirty (30) days from the latest of the following: (1) IDP TMs receipt of SUPPLIER’S proper invoice; (2) scheduled delivery date of the Work; or (3) actual delivery of the Work.
24.2. Each payment made shall be subject to reduction to the extent of amounts which are found by IDPTM or SUPPLIER not to have been properly payable and shall also be subject to reduction for overpayments. SUPPLIER shall promptly notify IDP TM of any such overpayments found by SUPPLIER.
24.3. Unless otherwise specified, prices include all applicable federal, state and local taxes, duties, tariffs, and similar fees imposed by any government, all of which shall be listed separately on the invoice.
24.4. SUPPLIER shall submit upon the request of IDP TMs Procurement Representative a release of claims upon final payment under this Contract.
General: As a SUPPLIER to IDP TM, it is understood that your organization agrees to meet the following stipulations / AS9100 requirements whenever an IDP TM Purchase Order specifies that the order is for an aerospace application / job (or contains some similar aerospace/AS9100 reference). These requirements are, therefore, to be considered as terms and conditions to all aerospace purchases.
1. Definitions:
1.1. ("IDP TM") means IDP TM, INC., acting through its companies or business units as identified on the face of this Contract.
1.2. ("IDP TM Procurement Representative") means a person authorized by IDP TM’s cognizant procurement organization to administer and/or execute this Contract.
1.3. ("Subcontract") means the instrument of contracting, such as "Purchase Order", "PO", "Subcontract", or other such type designation, including these General Provisions, all referenced documents, exhibits and attachments. If these terms and conditions are incorporated into a "master" agreement that provides for releases, (in the form of a Purchase Order or other such document) the term "Subcontract" shall also mean the Release document for the Work to be performed.
1.4. (“Counterfeit Work") means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair but is altered and misrepresented as acceptable. For purposes of "Counterfeit Work," Work consists of those parts delivered under this Subcontract that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies).
1.5. (“FAR") means the Federal Acquisition Regulation, issued as Chapter 1 of Title 48, Code of Federal Regulations.
1.6. (“Intellectual Property") means intellectual property, including but not limited to, any and all inventions, copyrightable materials, know-how, trade secrets, technology, designs, works of authorship, discoveries, improvements, processes, methods, mask works, data, information, technical data, computer software and/or computer software documentation.
1.7. (“SUPPLIER") means the party identified on the face of this Subcontract with whom IDP TM is contracting.
1.8. (“Separate Intellectual Property") means Intellectual Property that is either conceived, created, developed, obtained, acquired and/or otherwise generated prior to, or separately and independently from performance under, this Contract.
1.9. (“Work") means all required labor, articles. materials, supplies, goods, and services constituting the subject matter of this contract.
1.10. (“Utilize") includes, but is not limited to, to m1ake, use, sell, import, modify, improve, repair, lend, lease, copy, reproduce, display, perform, distribute, prepare derivative works, disclose, transfer, and have all the same done by any third party.
2. Acceptance of Contract/Terms and Conditions:
2.1. This Subcontract integrates, merges, and supersedes any prior offers, negotiations, and agreements concerning the subject matter hereof and constitutes the entire agreement between the parties.
2.2. SUPPLIER'S acknowledgment, acceptance of payment, or commencement of performance, shall constitute SUPPLIER'S unqualified acceptance of this Subcontract.
2.3. Purchase orders shall be confirmed in electronic or written form within 2 to 3 business days of receipt.
2. Special Process Sources:
Where required on the IDP TM Purchase Order, SUPPLIERS must use IDP TM customer-approved special process sources. These sources will be communicated to you by IDP TM in advance or with the Purchase Order.
3. Non-Conforming product/material:
IDP TM is to be contacted (by the SUPPLIER) in the event of nonconforming product / material. Arrangements for the approval of SUPPLIER nonconforming product / material must be as directed by an IDP TM authorized manager or designee.
3.1. Furthermore, the SUPPLIER is required to notify IDP TM of any changes to a product and/or process and to obtain approval of such change from an authorized IDP TM manager or designee.
4. Right of Access/Entry:
IDP TM, their customers, and regulatory authorities retain the right of access to all SUPPLIER facilities involved in the aerospace order and to all associated / applicable records.
5. Requirements and Flow-down:
IDP TM requires that all applicable customer / regulatory / AS9100 requirements for the SUPPLIER to flow-down to your SUPPLIER / sub-tier SUPPLIERS (includes requirements in the purchasing documents and key characteristics). IDP TM will flow down ITAR, MLA, MA, TAA, and EAR requirements to sub-tier supplies on an as needed basis.
6. IDP TM Inspections/Source inspection:
IDP TM performs inspection activities to ensure that purchased product meets purchase requirements. They may include:
6.1. Receiving inspections (of SUPPLIER products/services/documents) may be / are performed by a designated IDP TM employee. IDP TM verifies the authenticity of the appropriate certificate of conformity, material certificates, etc. and other accompanying documentation by review and comparison (as is appropriate) to the drawing and/or industry specifications or by other means. When necessary, IDP TM may inspect or audit at the SUPPLIER’S facility.
6.2. All incoming finished parts or any item that is used in the manufacture of aerospace parts must be boxed or protected during shipping. IDP TM retains the right to refuse any shipment because of damage that may occur because of improper packaging, etc. and return it to the SUPPLIER for replacement at the SUPPLIER’S cost.
6.3. Furthermore, products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded (as appropriate). All special processes (anodizing, heat treat, zinc plating, etc.) will require a Certificate of Conformity.
6.4. Requesting test specimens for design approval, inspection/verification, investigation, or auditing.
6.5. The use of statistical techniques for product acceptance and related instructions for acceptance by IDP TM
6.6. When appropriate, IDP TM may delegate the inspection authority to one of its approved SUPPLIERS. IDP TM will communicate the inspection requirements and maintain a record of those approved to carry out such inspections.
6.7. When IDP TM or its customer intends to perform verification at the SUPPLIER’S premises, IDP TM will first state the intended verification arrangements and the method of product release. This information will be communicated on the IDP TM Purchase Order or via another acceptable purchasing arrangement.
6.8. Where specified in the contract, IDP TM’s customer or customer’s representative will be afforded the right to verify at the SUPPLIER’S and IDP TM’s premises that subcontracted product conforms to specified requirements. Verification by the customer is not used by IDP TM as evidence of effective control of quality by the SUPPLIER and shall not absolve IDP TM nor its SUPPLIER of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the customer.
7. Conflict Materials Regulations:
IDP TM abides by Conflict Materials Regulations. IDP TM requires that products shipped or serviced by its SUPPLIER to comply to these regulations. In the event a SUPPLIER discovers violation of these regulations, the SUPPLIER must immediately stop any products and/or services in process. Supplier must inform IDP TM of the violation in writing and provide complete information regarding the violation so that IDP TM can proceed with segregating the suspect products.
8. Restriction of Hazardous Substance Directives:
IDP TM SUPPLIERS are required to comply with The Restriction of Hazardous Substances (RoHS) Directive. Any violations of this directive must be reported to IDP TM immediately. IDP TM complies with the Restriction of Hazardous Substances Directive (REACH) requirements and its SUPPLIERS are required to comply with the REACH directive.
9. Communication with IDP TM Customers:
Supplier shall not communicate with IDP TMs customer or higher-tier customer in connection with this Contract, except as expressly permitted in advance by IDP TM. This clause does not prohibit SUPPLIER from communicating with the U.S. Government with respect to: (1) matters supplier is required by law to communicate to the U.S. Government; (2) an ethics or anticorruption matter; (3) any matter for which this Contract, including a FAR or FAR Supplement clause included in this Contract, provides for direct communication by SUPPLIER to the U.S. Government; or (4) if SUPPLIER is a small business concern, any material matter pertaining to payment or utilization.
10. Counterfeit Prevention:
To prevent the purchase of counterfeit or suspect / unapproved products, to ensure product identification and traceability, and for other reasons, IDP TM will institute controls that include the requirement of Material Certificates, Certificates of Conformity, and / or other supporting documentation from its SUPPLIERS as is appropriate. These requirements may be specified on IDP TM Purchase Order or may otherwise be communicated to the SUPPLIER.
11. Proper Documentations/Test Reports:
Documented information such as Test Reports, Material Certs., Certificates of Conformity and First Article reports (when specified) shall accompany all orders.
12. Delivery:
The SUPPLIER shall immediately notify IDP TM and explain any circumstances, including labor dispute, which may delay the timely performance of the Purchase Order and shall continue to notify IDP TM of any significant changes in delivery status.
13. Drop-Shipments:
A SUPPLIER receiving a drop-shipment from another SUPPLIER, that is to be processed for IDP TM, shall send to IDP TM, upon receipt, an email confirmation of receipt materials/parts. The email confirmation shall include a scanned copy of the material/part’s shipper/packing list, any accompanying certification(s), and note the quantity received.
14. Code of Ethics:
SUPPLIERS are expected to act ethically, honestly, and with the highest standard of personal integrity at all times in the performance of work for IDP TM. IDP TM’s SUPPLIERS contribute directly to our product conformity and safety and as such all SUPPLIERS are valuable contributors to successful product manufacturing and performance.
15. Quality Management Systems:
SUPPLIERS are required to maintain a Quality Management System and notify IDP TM of changes to applicable certification status.(a)All SUPPLIERS are required to ensure that their personnel are trained and competent to the requirements of the drawings, standards, and Purchase Order requirements supplied by IDP TM.
16. Special Processors Only:
All special processes required by this Purchase Order must be performed by qualified personnel under a system for validating processes. Certification of conformance for materials used and/or the process performed must accompany materials/parts received.
17. Retention of Records.
The SUPPLIERS is required to retain all records associated with the Purchase Order as required for a period of ten (10) years.
18. Electronic Contract:
The parties agree that if this Subcontract is transmitted electronically neither party shall contest the validity of this Contract, or any acknowledgement thereof, on the basis that this Subcontract or acknowledgement contains an electronic signature.
19. Changes to Purchase Orders:
19.1. The IDP TM Procurement Representative may at any time, by written notice, and without notice to sureties or assignees, make changes within the general scope of this Subcontract in any one or more of the following: (i) drawings, designs, or specifications; (ii) method of shipping or packing; (iii) place of inspection, acceptance, or point of delivery; and (iv) delivery schedule.
19.2. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of this Contract, IDP TM shall make an equitable adjustment in the purchase order price and/or delivery schedule and modify this purchase order accordingly. Changes to the delivery schedule will be subject to a price adjustment only.
19.3. SUPPLIER must assert its right to an equitable adjustment under this clause within twenty (3 to 5) days from the date of receipt of the written change order from IDP TM. If SUPPLIER proposed equitable adjustment includes the cost of property made obsolete or excess by the change, IDP TM shall have the right to prescribe the manner of disposition of the property.
19.4. Only the IDP TM Procurement Representative has authority on behalf of IDP TM to make changes to this Contract. All amendments must be identified as such in writing and executed by the parties.
19.5. IDP TM engineering and technical personnel or other IDP TM personnel may from time to time render assistance or give technical advice or discuss or effect an exchange of information with SUPPLIER’S personnel concerning the Work hereunder. No such action shall be deemed to be a change and shall not be the basis for equitable adjustment.
19.6. Except as otherwise provided herein, all notices to be furnished by SUPPLIER shall be in writing and sent to the IDP TM Procurement Representative.
20. Stop Work:
20.1. SUPPLIER shall stop Work for up to ninety (90) days in accordance with any written notice received from IDP TM, or for such longer period of time as the parties may agree and shall take all reasonable steps to minimize the incurrence of costs allocable to the Work during the period of Work stoppage.
20.2. Within such period, IDP TM shall either terminate this Subcontract in accordance with its provisions or continue the Work by written notice to SUPPLIER. In the event of a continuation, an equitable adjustment in accordance with the principles of the "Changes" clause shall be made to the price, delivery schedule, or other provision(s) affected by the Work stoppage, if applicable, provided that the claim for equitable adjustment is made within thirty (30) days after date of notice to continue.
21. Default:
21.1. IDP TM, by written notice, may terminate this purchase order for default, in whole or in part, if SUPPLIER: (i) fails to comply with any of the terms of this Contract; (ii) fails to make progress so as to endanger performance of this Contract; (iii) fails to provide adequate assurance of future performance; (iv) files or has filed against it a petition in bankruptcy; or (v) becomes insolvent or suffers a material adverse change in financial condition. SUPPLIER shall have ten (10) days (or such longer period as IDP TM may authorize in writing) to cure any such failure after receipt of notice from IDP TM. Default involving delivery schedule delays, bankruptcy or adverse change in financial condition shall not be subject to the cure provision.
21.2. Following a termination for default of this Purchase order, SUPPLIER shall be compensated only for Work actually delivered and accepted. IDP TM may require SUPPLIER to deliver to IDP TM any supplies and materials, manufacturing materials, and manufacturing drawings that IDP TM has specifically produced or acquired for the terminated portion of this Contract. IDP TM and SUPPLIER shall agree on the amount of payment for these other deliverables.
21.3. Upon the occurrence and during the continuation of a default, IDP TM may exercise any and all rights and remedies available to it under applicable law and equity, including without limitation, cancellation of this Contract. If after termination for default under this Contract, it is determined that SUPPLIER was not in default, such termination shall be deemed a termination for convenience.
21.4. SUPPLIER shall continue all Work not terminated or cancelled.
22. Timely Performance:
22.1. SUPPLIER’S timely performance is a critical element of this Contract.
22.2. Unless advance shipment has been authorized in writing by IDP TM, IDP TM may store at SUPPLIER’S expense, or return, shipping charges collect, all Work received in advance of the scheduled delivery date.
22.3. If SUPPLIER becomes aware of an impending labor dispute involving SUPPLIER or any lower tier subcontractor, or any other difficulty in performing the Work, SUPPLIER shall timely notify IDP TM, in writing, giving pertinent details. This notification shall not change any delivery schedule.
22.4. In the event of a termination for convenience or change, no claim will be allowed for any manufacture or procurement in advance of SUPPLIER’S normal flow time unless there has been prior written consent by IDP TM.
23. Corrective Actions:
IDP TM may also require specific actions where timely and / or effective corrective actions to a SUPPLIER issue(s) are not achieved. These actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, removal of the SUPPLIER from IDP TM’s Approved Supplier List, and legal actions.
24. Payment:
24.1. Unless otherwise provided, terms of payment shall be net thirty (30) days from the latest of the following: (1) IDP TMs receipt of SUPPLIER’S proper invoice; (2) scheduled delivery date of the Work; or (3) actual delivery of the Work.
24.2. Each payment made shall be subject to reduction to the extent of amounts which are found by IDPTM or SUPPLIER not to have been properly payable and shall also be subject to reduction for overpayments. SUPPLIER shall promptly notify IDP TM of any such overpayments found by SUPPLIER.
24.3. Unless otherwise specified, prices include all applicable federal, state and local taxes, duties, tariffs, and similar fees imposed by any government, all of which shall be listed separately on the invoice.
24.4. SUPPLIER shall submit upon the request of IDP TMs Procurement Representative a release of claims upon final payment under this Contract.