BlueLine Manufacturing LLC. Supplier Terms and Conditions
The following terms and conditions govern the purchase by BlueLine Manufacturing, LLC (“BlueLine”) from you (“Supplier”) of products and services via purchase orders. By accepting a purchase order issued to you and delivering the products and/or services described on the purchase order, you agree to be bound by and accept these terms and conditions. As a supplier for BlueLine Manufacturing LLC, it is understood that when accepting our purchase order, your organization agrees to meet the following BlueLine Mfg, ISO 9001 or API Q1 stipulations and requirements. THESE TERMS AND CONDITIONS APPLY UNLESS SUPPLIER HAS SIGNED A SEPARATE AGREEMENT WITH BLUELINE MFG PERTAINING TO SALE OF SUCH GOODS, IN WHICH CASE THE TERMS OF THAT AGREEMENT SHALL GOVERN WHEREVER THERE IS A CONFLICT BETWEEN SUCH AGREEMENT AND THESE TERMS AND CONDITIONS. BlueLine Mfg reserves the right, in its sole discretion, to change, modify or otherwise update these terms and conditions at any time, or to impose new conditions. Such changes, modifications, updates or additions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, by electronic or conventional mail, or by any other means by which you obtain notice thereof.
1. Acceptance of Terms and Conditions: Performance in whole or in part by Seller of this purchase order (the “Order”) shall constitute acceptance of the following terms and conditions.
2. Applicable Law: This contract shall be construed in accordance with the laws of the State of Louisiana.
a. BlueLine Mfg must be notified in writing when there are any changes to the suppliers management team, physical location or industry certifications.
3. Supply Chain: Any supplier that subcontracts BlueLine work to another supplier must flow down the requirements from the BlueLine purchase order and any applicable supporting information/documents supplied by BlueLine with the purchase order.
4. Confidential Information: Suppliers shall have valid a SCA (Service Confidentially Agreement) on file with the BlueLine Mfg purchasing department.
a. BlueLine Mfg retains title to all information and materials (including, but not limited to, all drawings, specifications, and production or product know-how) furnished to Seller to facilitate performance under this purchase order. The same shall be
- treated as BlueLine Mfg’s confidential information,
- used by seller exclusively to complete this purchase order, and
- returned to BlueLine Mfg at its written direction or upon completion, cancellation, or termination of this purchase order, along with all copies of reproduction thereof. Seller shall not make copies or reproductions of such material unless authorized in writing by BlueLine Mfg.
b. (II) All property of BlueLine Mfg furnished or made available to supplier for the performance of work under this purchase order (including, but not limited to, materials and tools) shall remain the property of BlueLine Mfg and shall be segregated from the supplier’s property and be individually marked as BlueLine Mfg’s property. Such property shall be used exclusively for performance under this purchase order and returned to BlueLine Mfg at its written request, or on termination, cancellation, or completion of this purchase order. Seller agrees to
- i. maintain such property in good condition and assumes all risks and liabilities for loss or damage thereto, excepting normal wear,
- ii. purchase insurances sufficient to cover the replacement costs thereof with the proceeds payable to Buyer,
- iii. furnish Buyer evidence of such insurance upon request,
- iv. permit inspection of such property by Buyer or its agents at any time during Supplier’s normal business hours,
- v. at Buyer’s request furnish to Buyer detailed statements of inventory of such property, and
- vi. fully cooperate and assist buyer in any effort by it to obtain possession of such property through court proceedings or otherwise. As long as any work performed by Supplier under this purchase order requires the use of Buyer’s property, such property shall be considered as being under the sole custody and control of Supplier.
5. Special Processes: Where required on the BlueLine Mfg Purchase Orders, its suppliers must use BlueLine Mfg customer-approved special process sources.
6. Changes or Non-Conformance: BlueLine Mfg 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 the BlueLine Mfg purchasing agent that issued the PO or the BlueLine Mfg QC or QA Manager.
a. Product Safety. A part or product not conforming to the purchase order, manufacturing specifications, or print acceptance criteria could impact the product safety therefore needs to be evaluated and dispositioned.
b. Furthermore, to prevent the use of counterfeit product or parts the supplier is required to notify BlueLine Mfg of any changes to a product and/or process and to obtain approval from the issuing purchasing agent when applicable.
7. Right of Access: BlueLine Mfg, their customers, and regulatory authorities retain the right of access to all supplier facilities involved in the purchase order and to all applicable records. Where specified in the contract, the BlueLine Mfg customer or customer’s representative will be afforded the right to verify at the supplier’s premises and/or BlueLine Mfg premises that subcontracted product conforms to the specified requirements. Verification by the customer is not used by BlueLine Mfg as evidence of effective control of quality by the supplier and shall not absolve BlueLine Mfg or its supplier of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the customer.
8. Inspection: BlueLine Mfg performs inspection activities to ensure that purchased product meets purchase requirements. They may include:
a. Receiving inspections (of supplier products / services / documents) may be / are performed by a designated employee. BlueLine Mfg 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, BlueLine Mfg may inspect or audit at the supplier’s facility.
b. Products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded (as appropriate). All special processes (heat treat, NDE, Welding, Coating, etc.) where the compliance cannot be verified by inspections will require a Certificate of Conformity.
c. First Article Inspection (FAI): When FAI is required by the purchase order, the supplier should contact the BlueLine Mfg purchasing agent so that the FAI may be scheduled with a member of the QC staff or the Customer. A typical FAI should be performed within 48 hours of the supplier notification.When appropriate, BlueLine Mfg may delegate the inspection authority to one of its approved suppliers. BlueLine Mfg will communicate the inspection requirements (including approved monitoring and measurement equipment/methods) and BlueLine Mfg will maintain a record of those approved to carry out such inspections.
d. Products/services furnished under the Order shall at all times be subject to BlueLine’s inspection and approval prior to acceptance and/or payment. If in BlueLine’s opinion such products/services fail to conform to specifications therefore or be otherwise defective. Blueline has the right to reject the same and require Supplier’s prompt replacement thereof. Rejections may at BlueLine’s option be returned to Supplier at Supplier’s expense and risk. In the event that BlueLine receives goods whose defects or nonconformities are not apparent on initial examination, BlueLine Mfg may subsequently reject such goods within a reasonable period of time after such defects or nonconformities become apparent.
e. When BlueLine Mfg or its customer intends to perform verification or TPI at the supplier’s premises; BlueLine Mfg will first state the intended verification arrangements and the method of product release. This information will be communicated on the BlueLine Mfg Purchase Order or via another acceptable purchasing arrangement.
9. Product Release: The supplier shall perform an outgoing inspection or product release. At a minimum this release shall address:
a. Intended work was completed and acceptable.
b. Product is free of scratches, dings, or debris.
c. Supplier documentation is complete, accurate and legible.
10. Packaging: Upon completion of the order, suppliers should consider it a standard practice to return product to BlueLine Mfg in the same crating and/or packaging the product was received in, unless the work performed by the supplier made the original packaging unsuitable. When suppliers must use their own packaging it shall be suitable to protect all surfaces of the product and isolate products from making contact with each other during transport. Special precautions should be taken to protect threads, seal areas, raised surfaces and corners as these areas are more susceptible to damage.
11. Handling: When no specific handling requirements are noted on the purchase order, suppliers should use care to avoid scratches, scuffs, dings, and tooling marks on the precision machined product from BlueLine Mfg. Product with obvious signs of mis-handling will not be accepted by BlueLine Mfg.
12. Storage: While in possession of BlueLine Mfg product the supplier shall store the product in an area that is suitable to prevent rust or deterioration from damaging the product.
13. Records: The supplier is responsible for maintaining the records associated with the order for a period of 5 years from the completion date of the order. These records may be hardcopy or electronic and must be available upon request by Blueline Mfg.
14. Payment: The price shown on the Order is the total amount BlueLine will pay for the goods and/or services requested on such Order. Supplier shall not add additional amounts for taxes, packing, shipping, or anything else unless specifically agreed to by BlueLine Mfg in writing. If there is no price stated on the front, the price shall be deemed to be the price last quoted to BlueLine Mfg or the prevailing market price, whichever is lower. Supplier warrants that the price for goods and/or sold to BlueLine Mfg under the Order is not greater than the price for comparable goods sold in comparable quantities to any other purchaser. Payment by BlueLine Mfg for products and/or services delivered under the Order shall not constitute acceptance thereof..
15. Compliance with the Law: BlueLine Mfg is an equal employment opportunity employer. Unless exempt, Supplier shall comply with the Equal Employment Opportunities of the Civil Rights Act of 1964 (as amended), Executive Orders 11246 and 11375 (as amended). Age Discrimination in Employment Act of 1967, Rehabilitation Act if 1973 and the Vietnam Era Veterans Readjustment Act of 1974, and with all other governmental laws, orders and regulations relative to wages and hours of labor and other matters which any apply to Seller in connection with its execution of the Order.
16. Infringement of rights: Supplier agrees that it will, at its own expense, defend any and all actions on proceedings charging infringement of any patent, copyright, trademark or other corresponding right, and Supplier shall indemnify BlueLine Mfg and all persons claiming under it and hold each or all of them harmless from and against all claims, loss, damage and expense, including reasonable counsel fees, arising from or by reason of any actual or claimed patent, copyright or trademark infringement, or any litigation based thereon, with respect to any part of the merchandise covered by the Order, except to the extent that such part is of a design originating with BlueLine Mfg and is made in accordance with BlueLine Mfgs’ specifications and drawings. Supplier’s obligation hereunder shall survive acceptance of articles delivered and payment therefore by BlueLine Mfg.