These terms set forth the additional terms and conditions under which Archer will purchase goods specified on an Ordering Document (“Goods”) from Supplier and supplement the Archer Supplier Terms and Conditions.
DELIVERY; TITLE
Supplier understands that time is of the essence with respect to any delivery dates set forth in the applicable Ordering Documents. Unless other shipping terms are specifically set forth in the Ordering Document, Supplier will deliver the goods DDP (Incoterms 2020) to the destination specified on the applicable Ordering Document or otherwise specified in writing by Archer to Supplier. Title to the Goods will pass to Archer when delivered to Archer’s designated representative or agent at such delivery destination. If other shipping terms are specifically set forth in the Ordering Document, Archer shall only be responsible for the shipping costs specifically identified in the Ordering Document. In the event Supplier fails to properly deliver the Goods as set forth herein or as specified in the applicable Ordering Document, Archer may, in its sole discretion, decline to accept any or all Goods covered by such Ordering Document and will have no liability in connection therewith.
CANCELLATION AND RESCHEDULING OF ORDER
Archer hereby reserves the right to reschedule or cancel any order for Goods under any Ordering Document. Unless otherwise specified in an Ordering Document, if Archer provides notice of such rescheduling or cancellation (email is sufficient) at least seven (7) days prior to Supplier shipping such Goods, then Archer shall have no liability for the Goods or for any expenses of Supplier relating thereto. If Archer provides notice of such rescheduling or cancellation (email is sufficient) less than seven (7) days in advance of Supplier shipping such Goods, then Supplier will have an obligation to mitigate the costs associated with such rescheduling or cancellation. Any mitigation must be approved in advance by Archer and Archer shall be responsible for costs of the Goods less the proceeds from the mitigation.
CHANGES TO ORDERS
Archer shall have the right to make changes to the Goods and/or corresponding orders, and Supplier will use commercially reasonable efforts to support such changes including, without limitation, an increase or decrease in quantities, change to the delivery date, method of shipment or packing, place of delivery, or to make changes to the Goods themselves.
INSPECTION AND ACCEPTANCE; REMEDIES
Unless otherwise specified in an Ordering Document, Archer shall have thirty (30) days after receipt of the applicable Goods to inspect them for conformity to the applicable Ordering Document and any other related specifications (collectively, the “Inspection Criteria”). Goods received by Archer shall not be deemed accepted unless until Archer has determined whether the Goods conform to the Inspection Criteria. Furthermore, payment of any invoice by Archer will not constitute acceptance of the related Goods. Any use of any of the Goods solely for the purpose of inspection shall not constitute acceptance of the Goods. If any Goods do not conform to the Inspection Criteria, Archer shall have the right to reject all Goods delivered pursuant to the applicable Ordering Document and cancel any orders or shipments not yet fulfilled; provided, always that Archer shall have no liability for the non-conforming Goods or for any expenses of Supplier relating thereto. With respect to any such non-conforming Goods, at Archer’s option, and in addition to any other remedies that may be available to Archer: (i) Supplier shall within ten (10) days correct any such non-conforming Goods by repair or replacement at Supplier’s expense; (ii) Supplier shall accept return of such non-conforming Goods at Supplier’s risk and expense and credit Archer’s account for the price thereof or provide Archer with a refund for the returned Goods; or (iii) if neither of those options are not deemed feasible as reasonably determined by Archer, Archer shall accept the non-conforming Goods subject to an appropriate reduction in price agreed to in writing by the parties.
QUALITY REQUIREMENTS
To the extent Supplier is providing Goods for incorporation into or to be used in the manufacturing of an Archer aircraft: (a) Supplier will comply, and will ensure all Goods comply, with the Archer Supplier Quality Requirements; (b) all Supplier facilities utilized in the manufacture of the Goods shall maintain AS/EN 9100 certification to the most recent published version to the standard or alternatively another quality system that is FAA approved; (c) Supplier shall proactively pursue continuous quality improvements and shall not supply any refurbished, repaired, remanufactured, prototype or pre-certification Goods at any time without Archer’s express written consent; and (d) Supplier shall document and make available for Archer’s review and approval from time to time upon request Supplier’s quality assurance systems to and supporting documentation as well as the results of any non-routine audits required to maintain certification or audits where the result of which may affect the validity of any certifications. Without limiting the generality of the foregoing, Supplier shall (i) notify Archer of any significant negative impact to any manufacturing process or Goods as promptly as practicable within twenty-four hours (24) hours of discovery, (ii) use commercially reasonable efforts to fully remedy any such issues as promptly as practicable under the circumstances, and (iii) provide at least weekly process/quality key indicator reports of the non-Compliances, root-causes and corrective actions, prioritized by impact. Supplier shall provide prompt notice should any applicable certifications lapse at any time.
ADDITIONAL WARRANTIES
In addition to the representations and warranties set forth in the Archer Supplier Terms and Conditions, Supplier represents and warrants that: (i) it has good and transferable title to the Goods, (ii) all Goods will be new (i.e., will not be used or refurbished, including, without limitation, any parts thereof) unless otherwise specifically set forth in an Ordering Document; and (iii) to the best of Supplier’s knowledge, all Goods will be free from any claim of infringement.
Supplier further represents and warrants that all Goods delivered shall for a period of: (x) fifteen (15) months from the date of delivery to Archer; or (y) for the period provided in Supplier's standard warranty covering the Goods, whichever is longer (the “Warranty Period”): (a) be free from defects, including, without limitation, in workmanship, material, design and manufacture and (b) comply with the requirements of the applicable Ordering Document(s) and any other related specifications; and (iii) unless otherwise specified in an Ordering Document, be safe for normal use, non-toxic, present no abnormal hazards to persons or their environment, and may be disposed of as normal refuse without special precautions.
If Archer believes that any of the Goods do not conform with the warranties set forth in this Agreement, Archer will promptly notify Supplier of such non-conformity. Unless otherwise specified in an Ordering Document, with respect to any Goods that are found not to conform to the warranties set forth in the Agreement, Supplier shall, at Archer's option, either repair or replace such Goods, or credit Archer for the price thereof or provide Archer with a refund for the returned Goods. Replacement and repaired Goods shall be warranted for the remainder of the Warranty Period.
INDEMNIFICATION
In addition to Supplier’s indemnification obligations set forth in the Archer Supplier Terms and Conditions, Supplier will defend, indemnify and hold harmless Archer, its Affiliates and its and their officers, directors, employees and agents from and against any and all Third Party Actions and all related losses, liabilities, damages, expenses and costs arising from, or relating to, (i) any alleged failure of the Goods to conform the warranties set forth in this Agreement, and (ii) any personal injury, death, damage to or loss of property, strict product liability, or product recalls related to the Goods.
