April 25, 2022

Supplier Terms and Conditions

Supplier Terms and Conditions Agreement – AS9100D 

BRM Industries

General: As a supplier to BRM Industries, it is understood that your organization agrees to meet the following stipulations / AS9100D requirements whenever an BRM Industries Purchase Order specifies that the order is for an aerospace application/job (or contains some similar aerospace/AS9100D reference). These requirements are, therefore, to be considered as terms and conditions to all aerospace purchases. 

Supplemental Purchase/Change Order Notes – Outside Production: Work under this order is subject to BRM Industries and/or customer’s surveillance at seller’s plant. BRM Industries quality control representatives may elect to conduct inspection either on a surveillance basis or to the extent of 100% inspection. Sellers are notified if BRM Industries inspection is to be conducted on specific shipments. No shipments are to be held for BRM Industries inspection unless notification is received prior to shipment of parts. 

  1. Where required on the BRM Industries Purchase Order, its suppliers must use BRM Industries customer-approved special process sources. 
  2. BRM Industries 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 a Quality manager or designee of BRM Industries 
  3. Furthermore, the supplier is required to notify BRM Industries of any changes to a product and/or process and to obtain approval from an authorized BRM Industries manager or designee (if applicable). 
  4. BRM Industries, their customers, and regulatory authorities retain the right of access to all supplier facilities at any level of the supply chain involved in the aerospace order and to all applicable records. 
  5. The AS9100D standard requires that all applicable customer/regulatory/AS9100D requirements flow-down to sub-tier suppliers (includes requirements in the purchasing documents and key characteristics). However, BRM Industries requires all aerospace suppliers who subcontract any product or process to a sub-tier supplier to use the customer approved supplier list. If there is no customer approved supplier for that product or service, then supplier must obtain BRM Industries written consent. 
  6. Aerospace suppliers must have a formal documented process on its Business Continuity Plan in case of a crisis or emergency situation. BRM Industries is afforded the right to review suppliers’ Business Continuity Plan on an as needed basis which could occur at the suppliers’ premises or be asked to send a copy to BRM Industries for review. 
  7. BRM Industries will be tracking and generating data internally on all relevant suppliers’ On-Time-Delivery and Quality Performance.  This data will be periodically evaluated by BRM against targets set by the Company’s leadership team.  In the event that a supplier is not performing to the target goals, BRM reserves the right to request Corrective Action by the supplier.  Failure to comply with targets established could result in removal from the internal Approved Supplier List, if the Company determines it to be necessary.
  8. BRM Industries performs inspection activities to ensure that purchased product meets purchase requirements. They may include: a) Receiving inspections (supplier products / services / documents) may be/are performed by a designated employee. BRM Industries 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, BRM Industries or its Customer may inspect or audit at the supplier’s facility. 
  9. BRM Industries inspects per ASQR-20.1 AQL Percent 2.5, unless otherwise superseded by a customer or regulatory requirement.  Products are inspected to ensure they meet requirements (dimensions, etc.) and the evidence of such is retained (as appropriate). All special processes (anodizing, heat treat, etc.) where the compliance cannot be verified by inspections require a Certificate of Conformity. 
  10. When appropriate, BRM Industries may delegate the inspection authority to one of its approved suppliers. BRM Industries communicates any additional inspection requirements (including approved monitoring and measurement equipment/methods) not covered in item 7 above and BRM Industries maintains a record of those approved to carry out such inspections. 
  11. When BRM Industries or its customer intends to perform verification at the supplier’s premises, BRM Industries will first state the intended verification arrangements and the method of product release. This information is communicated on the BRM Industries Purchase Order or via another acceptable purchasing arrangement. 
  12. Where specified in the contract, BRM Industries customer or customer’s representative is afforded the right to verify at the supplier’s premises and BRM Industries’ premises that subcontracted product conforms to specified requirements. Verification by the customer is not used by BRM Industries as evidence of effective control of quality by the supplier and shall not absolve BRM Industries or its supplier of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the customer. 
  13. To prevent the purchase of counterfeit or suspect/unapproved products and to ensure product identification and traceability (and for other reasons), BRM Industries institutes 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 BRM Industries’ Purchase Order or may otherwise be communicated to the supplier. 
  14. Records related to this contract are available for review by BRM Industries, our customers, and regulatory authorities in accordance with contract or regulatory requirements.  Records are retained for a minimum of ten (10) years, in either paper or electronic form, and are destroyed as appropriate after retention requirements have been met”.
  15. BRM Industries may require specific actions where timely and/or effective corrective actions to a supplier’s 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 BRM Industries’ Approved Supplier List, and legal actions. 
  16. Delivery: Parts are delivered F.O.B. BRM Industries, Tolland, CT. The shipments are delivered as Buyer requests (ground or air). Any delivery schedule specified by BRM Industries governs unless the supplier specifies its schedule and notifies BRM Industries in a timely manner. If supplier objects to BRM Industries’ schedule changes, the parties shall agree upon a schedule. If the parties fail to agree within a reasonable time, either may cancel the Order and supplier pays BRM Industries all costs reasonably incurred by BRM Industries with this Order prior to cancellation. 
  17. Indemnification: Supplier agrees to defend, indemnify and save harmless BRM Industries, its officers, agents, successors, assigns and customers against all claims, demands, damages, costs, expenses, attorneys’ fees or liability of any kind which arise from, or are related in any way to: (1) the actual or alleged infringement of any trade name, trademark, copyright or patent, or the misappropriation of any trade secrets or confidential information arising in connection with the possession, sale or use of the goods delivered, or services rendered, to BRM Industries under this Agreement; (2) injuries or damages to any person or property arising from the performance of services for BRM Industries, if this Agreement calls for the performance of such services; (3) the performance of this Agreement by Supplier or any agent or subcontractor of Supplier; and/ or (4) the claims of third parties relating to or arising in connection with services performed and/or the goods delivered under this Agreement. Supplier further agrees, upon receipt of notification from BRM Industries to promptly assume full responsibility for the defense of any and all such claims, suits, actions or proceedings for which Supplier is obligated to provide indemnification under this Section. 
  18. Supplier must flow down controls listed in the agreement and any other appropriate controls to their direct and sub-tier suppliers, and ensure their employees are aware of their contribution to product/service conformity, product safety, and the importance of ethical behavior. Supplier should be prepared to provide BRM Industries evidence of such communication if requested. 
  19. Payment: Payment is made in U.S. dollars and is due within agreed upon payment terms (defined as FOB BRM Industries Dock, Tolland, CT). 
  20. Packing: Supplier packs the parts as specified by BRM Industries 
  21. Excusable Delay: Supplier is not liable for nor deemed to be in default on account of delays of any parts due to the following: Event that is caused solely by the effect of nature or natural causes and is beyond the supplier’s control. 
  22. Title and risk of loss: BRM Industries will not take title and risk of loss or damage to parts until received into BRM Industries’ Inventory. Furthermore, supplier is held liable for the full value of all parts ruined/damaged beyond repair by supplier. 
  23. Modification: No modification of the order shall be binding on BRM Industries unless agreed to in writing, and signed by an authorized representative of BRM Industries 
  24. Applicable law: All Orders are governed by the laws of the state of Connecticut unless otherwise specified in writing by BRM Industries.