General Conditions for Suppliers and Subcontractors

Acceptance of the order

Unless otherwise explicitly agreed in writing by Airgrup, no purchasing conditions will be accepted other than those contained in the order.

Definition of the supply

If, in the view of the supplier, the material contained in the order is not fully defined, this circumstance must be communicated urgently to Airgrup, which is the only party who may take decisions in this respect.

Modifications

Airgrup may cancel the order at any time, paying the supplier for the amounts pending payment for goods or services already delivered, or for work and supplies in progress, after the deduction of the amounts corresponding to any liabilities or breaches which may have occurred. Likewise, Airgrup reserves the right to make changes to the order at any time, in particular:

• to reduce the number of units or volume of the work
• to modify the specifications, plans, packaging, place or date of delivery
• to delay all or part of the order

Airgrup shall compensate the possible costs that such changes generate for the supplier, provided that the supplier requests such compensation in writing within 15 days of the notification of the changes.

Prices

Unless otherwise specified in the order, the packaging, packing, transport and insurance, as well as handling, shall be considered to be included in the prices shown in the order. No surcharges for taxes or levies will be accepted other than Value Added Tax (VAT). If any price is missing from the order, the price determined by the supplier shall not be valid until the cost estimate has been processed and approved in writing by Airgrup. Any increase in the prices contained in the order shall, in all events, require the written approval of Airgrup, as a consequence of the official provisions which justify such an increase. Modifications to the current tax regime which are not included in the price shall be at the risk of the supplier who will, in all events, be responsible for the payment of any possible charges.

Delivery deadlines

Unless otherwise indicated by Airgrup at a date subsequent to the order, deliveries must be made without fail within the deadline contained in the order. In the case of failure to meet the delivery deadline, Airgrup reserves the right to take any action allowed by law (penalties, cancellation of the order, etc).

Place of delivery of the goods

All deliveries must be made in accordance with the instructions of the purchase order, and the place of delivery shall be that which appears in the order.

Packaging, transport and insurance

The goods must be sufficiently protected to prevent any damage, especially to mechanical, polished or fragile parts. If the goods were not bought free of transport charges, the means of transport shall be determined by Airgrup. If the order specifies that Airgrup is to insure the goods during transport, the carrier must advise Airgrup sufficiently in advance for Airgrup to take out the corresponding insurance, otherwise the carrier shall be responsible for all damages.

Examination of the goods

The goods will be examined by Airgrup at the destination and, in the case of any nonconformity, they will be returned to the supplier with expenses from its departure from the point of origin.

The measuring instruments used at the destination shall bear witness to the condition in which the goods are received. In the absence of said measuring instruments, those of the buyer shall bear witness.

Guarantees

The materials included in this order shall have a minimum guarantee of one year from the date of entry into service or the period established in the Specific Conditions. During the guarantee period, the supplier guarantees that the goods and services included in the order:

• Are new and free of all manufacturing and material defects and are free of all encumbrances and liens,
• Meet the requirements of the technical specifications of the order and are free of design defects, if designed by the supplier,
• Meet the requirements of the specific guarantees included in the Specific Conditions.

Said guarantees shall remain in force for the period laid down in the Specific Conditions, including cases in which the goods or facilities included in the order are transferred by Airgrup, under any title, to third parties, before whom the supplier shall meet its obligations under such guarantees.

The supplier shall correct any defects, repair or substitute materials and make the replacements necessary to comply with the terms of the guarantee. If the supplier does not effect such corrections within the deadline specified by Airgrup in its requirement, Airgrup may effect the corrections itself or through third parties, with the cost being charged to the amounts pending payment to or retained from the supplier, if any, without prejudice to any claim for damages to which it may be entitled by law.

Documentation

For each delivery, the supplier shall provide the following documentation:

• Delivery note and carrier’s receipt, to be sent to the destination of the goods
• Delivery note and invoice

The packages shall be duly labelled, indicating the order number, as well as our reference or order number.

Invoicing

Airgrup shall immediately return any invoices, duplicates and copies which do not contain, exactly, each and every one of the following items or which fail to meet any of the conditions listed below: the original and three copies (on which the word “COPY” shall expressly appear) of invoices shall be submitted, and they must be in the possession of Airgrup within a maximum period of 10 days counted from their date of issue. The invoice must contain the following data, correctly expressed:

• Order number and complete bill-to account. In no case will an invoice with several different orders be accepted.
• Place and date of issue of the invoice.
• Details of the supplier.
• Full name or company name.
• Full address.
• Tax identification code or VAT number.
• Details of the recipient (address and Tax Identification Code).
• Specific description of the operation giving rise to the invoice, detailing the goods or services invoiced.
• Total amount of the invoice, which must be expressly broken down into the following items:
  • Consideration of the operation, with an indication of the items which make up the tax base (commission, packaging, packing, handling, transport, insurance, financial costs of late payments, etc) and of any negative items which reduce the invoice.
  • Applicable VAT rate.
  • Tax base on which it is applied.
  • Amount of VAT.
  • Total amount of the invoice.

If the invoice is issued for an advance payment, the nature of the advance payment must be expressly specified, and the corresponding VAT must be included.

Payment

The general payment conditions of Airgrup are as follows:

• Payment at 60 days of the invoice date.
• Payment by bank transfer.
• Any conditions other than those described must be agreed in advance with Airgrup and must necessarily appear in the order.

The supplier may not issue any invoice until the complete delivery of the supply, unless special invoicing and delivery conditions have been agreed. Since Airgrup is not obliged to receive supplies before the agreed delivery date, even in the case that Airgrup receives the supply to accommodate the supplier, the supplier shall not be entitled to issue the invoice outside the agreed contractual terms.

The payment of the invoices will be conditioned to the validation of the parts by the quality department of Airgrup.

In case of detecting non-conforming parts with a “scrap” resolution, a payment invoice will be requested, blocking the payment of the total until receipt of the payment.

When the non-conforming parts with “repair”, “use” or “assembly attention” resolution, the payment will be blocked until the origin that caused the non-conformity and corrective actions that strengthen the process to avoid the repetition of the mistake.

Cancellation of the order

In addition to the other cases described in these General Conditions, the following shall be grounds for the cancellation of the order:

• Breach of any of the contract conditions by the supplier.
• Failure of the goods or services to meet the qualities or conditions required by Airgrup or by Airgrup’s end client.
• The insolvency, bankruptcy, agreement with creditors, temporary receivership, voluntary or involuntary liquidation of the supplier, without prejudice to any other rights or actions available to Airgrup.
• By mutual agreement, with the effect agreed in same.

Any of the above grounds for rescission, except mutual agreement, shall entitle Airgrup to receive the compensation established in the Specific Conditions as a cumulative penalty for such cases, together with the application of the other penalties for delay or non-fulfilment which may be established in the Specific Conditions, and whose amounts shall first be charged by deduction from the amounts pending payments or retained, independently of any other compensation or claims which may be demanded by law.

Intellectual property rights

The supplier expressly renounces any industrial property rights over the technical innovations which it might develop during the execution of this order, and accepts the unconditional assignment to Airgrup of the patents rights and exploitation rights which might arise from same.

Application of charges

Airgrup may automatically charge the amounts payable by the supplier on this order for penalties, compensation, etc, by deducting them from the amounts pending payment for this order or any other which it has contracted with the supplier.

Purchasing and subcontracting

The supplier shall ensure that the product acquired meets the applicable requirements, and shall be responsible for the conformity of said products. Prior to the commencement of work, the supplier shall inform about each supplier or subcontractor of the aeronautical product used, so that they might be accepted by Airgrup.

Quality and environmental system

The supplier must have a Quality and Environmental System which complies with the requirements of Airgrup, together with the legal and regulatory systems necessary for its application.

Depending on the goods or services provided, the supplier must meet the following requirements:

The supplier must send proof to Airgrup of the corresponding accreditations, and of their periodical updates.

Documentation and records

Documentation must be controlled and distributed to its point of use, ensuring that the current versions are available. The documents generated by the supplier must be approved as conforming before they are issued. The supplier must attach to the products all of the documentation necessary to evidence and provide proof that they meet the parameters and specifications required (e.g. certificates of conformity, test reports, etc). Likewise, any agreed deviation must appear. The records established to provide evidence of conformity with requirements must be identified, stored, protected and retained, and must be easily accessible. The supplier shall conserve the records related to conformity and airworthiness, for the operational life of the product plus 6 years, and, for a period of at least 10 years for the rest. The documents and records must be kept available for review by Airgrup, its clients or representatives and authorities.

Resource management

The supplier shall determine and provide the resources necessary to fulfil the requirements. The personnel whose work affects conformity with the requirements of the product must be competent and have sufficient education, training, skills and experience. The supplier shall establish appropriate means for communication with Airgrup.

Production or provision of the service

Before undertaking to supply a product, the supplier shall determine and review the requirements related to said product, ensuring that it has the capacity and means necessary to meet the requirements. The supplier shall manufacture the product or provide the service in accordance with the specifications of the purchase order/subcontract, manufacturing the products in accordance with Airgrup’s production order (if applicable) and the latest version of the applicable technical documentation (plans, specifications, etc), unless specified otherwise. The supplier shall plan and undertake the production or the provision of the service under controlled conditions, including, when applicable:

• The availability of information describing the characteristics of the product.
• The availability of work instructions.
• The availability and use of the appropriate production and measuring equipment.
• The implementation of monitoring and measuring.
• The implementation of release, delivery and post-delivery activities related to the product.
• Evidence that all of the production and inspection operations have been completed as planned.
• Provision for the prevention, detection and elimination of foreign objects.

The supplier shall control any changes in the production process, verifying that the desired effects are achieved. A control and maintenance system must be established for the production equipment, tools and computer programs. The supplier shall preserve the product during the internal process and delivery to the planned destination, including its identification, handling, packing, storage and protection. The supplier shall identify the product by appropriate means throughout the entire manufacturing process of the product, in order to identify any difference between the real and the agreed configuration.

First article inspection

The supplier shall make an inspection of the first article in order to verify that the processes, documentation and tools used are appropriate for the manufacture of the product in accordance with the applicable requirements. This process must be repeated whenever there are changes which invalidate the original results (e.g. changes in the configuration or plans, changes in the manufacturing process, etc).

Monitoring and measurement of the product

The supplier shall monitor and measure the characteristics of the product at the appropriate stages in the manufacturing process in order to verify that the requirements of the process are met. Evidence of the conformity of the product with the acceptance criteria must be kept. The records must identify the person authorised to release the product to Airgrup and, when required, the values of the results. Only elements which have passed all of the inspections and tests shall be delivered to Airgrup.

Control of nonconforming products

The supplier shall ensure that any product which does not conform to the requirements is identified, controlled and separated in order to prevent its unintentional delivery or use. Nonconforming products must be notified to Airgrup, who will arrange the final disposal of same. After correcting a nonconforming product, it must be verified again to demonstrate its conformity. Records must be kept of the nonconformities and of any action taken subsequently.

Corrective and preventive action

The supplier shall take action to eliminate nonconformities and their causes, in order to prevent their re-occurrence. A process must be established to:

• Review nonconformities and determine their causes.
• Determine and implement the necessary actions.
• Record the results of the actions taken and review their effectiveness.
• Determine whether there are any additional nonconforming products, based on the causes of the nonconformities and take additional action.
• Take specific action when the corrective actions have not been successfully taken in a timely and/or effective manner.

Property of the client

The supplier shall take care of the goods which are the property of Airgrup while they are under its control. The supplier shall identify, verify, protect and safeguard the goods supplied to it by Airgrup for use or incorporation into the product. If any goods are lost, damaged or considered inadequate for use, the supplier shall inform Airgrup of same.

Control of monitoring and measuring equipment

The supplier shall:

• Determine the monitoring and measuring equipment necessary to provide evidence of conformity with product requirements.
• Keep a record of the equipment and define and implement the process used for its calibration.
• Identify the calibration status of the equipment and remove the equipment when it requires calibration.

Official Quality Assurance

All of the requirements of this contract may be subject to Official Quality Assurance. You will be notified of any Official Quality Assurance activity to which you are to be subject.

Rights of access

The supplier is obliged to accept the presence of Airgrup, Airgrup’s clients and of Official Organisations (Civil Aviation Authorities, Military Aviation Authorities) during audits (of the product, processes and systems), inspections at source, acceptance of the product or any other practice whose purpose is to guarantee quality. In such a case, the supplier, at no extra charge, shall provide all of the means reasonably necessary to perform these tasks safely and conveniently, including information and data.

Industrial changes

The supplier shall notify Airgrup of any changes in the product or process, changes of subcontractors, changes in the location of facilities and, when required, it must obtain the approval of Airgrup.

Aernnova products

The supplier shall comply with the PCA-00- 038 procedure in the case that the elements supplied are to be processed or mounted on Aernnova products.

Environment

The supplier shall control the activities or services which have a potential impact on the environment and undertakes to prevent contamination at all times. Suppliers undertaking activities in Airgrup facilities shall fulfil the requirements of the Airgrup Quality and Environment System which are applicable to their activities, as established in the operational control rules, which are available on request. Likewise, the supplier shall undertake to notify immediately of any emergency situation or incident which occurs during its activity. The supplier shall comply with the environmental regulations in force at the time being, especially REACH (Regulation for Registration, Evaluation, Authorisation and Restriction of Chemicals), where applicable.

Modifications and failure to comply with requirements

Any modification to these requirements requested by the supplier must be requested in writing and must first be accepted by Airgrup or included in by mutual agreement in the specific conditions of the purchase order or contract. Failure to comply with these requirements without prior agreement shall suppose the rejection of the product or service, and the issue of the corresponding nonconformity report.

Validity of these conditions

Acceptance of this order by the supplier supposes acceptance of these General Conditions in their entirety.

Jurisdiction and litigation

Unless agreed otherwise in a specific stipulation, and notwithstanding any contrary clauses which might exist in the commercial documentation of the supplier, the acceptance of this order supposes, in the case of litigation, acceptance of the jurisdiction of the Courts of Seville.

Prevention of counterfeit parts

Airgrup suppliers must develop, implement and maintain effective methods and appropriate processes in their products to reduce the risk of introducing counterfeit parts and materials into the products they deliver. In addition, Airgrup suppliers must provide notification to recipients of counterfeit product when circumstances require it and exclude them from the product delivered.

Confidentially and secrecy

Any commercial or technical information and documents which have been disclosed by purchaser to supplier and which are not available to the public shall be kept secret and confidential and may only be used for rendering the ordered godos or services. Subcontractors or another vendor shall be committed accordingly.

Any reference by supplier of purchaser´s firm, corporate name or trademarks to third parties shall require purchaser´s prior consent.

Data protection

In the event that, for the information received, the legislation on the protection of personal data is aplicable, AIRGRUP, S.L. informs its suppliers and subcontractors that the identifying data of the data controller are the following: Airgrup S.L., CIF B41414053. C/ Ingeniero Rafael Rubio Elola Nº 2, P.T. Aerópolis, 41300, La Rinconada, (Sevilla). 954999457.

We inform interested parties that on behalf of the company we treat the information you provide us whit in order to place the order and invoice the services. The data provided will be kept as long as the business relationship is maintained or during the years necessary to comply with legal obligations or responsibilities may remain. The data will not be transferred to third parties except in cases where there is a legal obligation. The interested party has the right to obtain confirmation on whether AIRGRUP, S.L. It deals with your personal data and, therefore, has the right to access your personal data, rectify inaccurate data or request its deletion when the data is no longer necessary. If you wish to obtain more information you can consult our privacy policy at the following address: https://www.airgrup.com

IT security

Suppliers granted with access to any kind of data exchange with Airgrup will only do so using the official channels and credentials provided by Airgrup. These credentials will be absolutely private, personal and non-transferable.

In any case are they to be shared or made public. In the eventuality in wich these credentials are compromised, the users ought to immediately inform Airgrup in order to revoke them.

The right to access these channels can be unilaterally revoked at any time by Airgrup, in order to perform maintenance or for security reasons.

In case suppliers and clients need to physically access Airgrup’s installations, they are not to connect to any internal network. Any access, physical or remote to any IT device property of Airgrup will need to be previously authorized by Airgrup’s IT department, will make use of the channels and tools defined by them, and follow the requeriments, periods and any other request dictated by Airgrup’s IT department.

Suppliers maintaining any form of data exchange with Airgrup, including email, are required to inform Airgrup in the minimum period of time possible of any security breach or leak that may have ocurred in their systems, IT infrastructures or software.

Trade Control and Export Compliance

Without limiting their obligations under applicable laws, the supplier will comply with applicable export, import, and sanction laws, regulations, decrees, orders, policies, and authorizations, as they may be amended from time to time, of Trade Control Laws in which business is conducted.