QUALITY AND COMPLIANCE REQUIREMENTS
Terms and Conditions for External Providers
1. Definitions
For the purposes of these Requirements:
1.1 “Applicable Requirements” means all requirements applicable to the relevant Product or Service, including the Purchase Order, specifications, drawings, approved design or maintenance data, process instructions, customer requirements, statutory and regulatory requirements and these Requirements.
1.2 “Documentation” means all records and documents demonstrating the origin, identity, traceability, conformity, inspection, testing, release, repair, maintenance, storage, preservation or shipment of a Product or performance of a Service.
1.3 “Product” means any part, component, material, assembly, appliance, equipment or other item supplied to APRAM, particularly aviation products.
1.4 “Provider” means a person or entity that supplies APRAM with Product of Services; Provider is not a consumer as defined by the legislation, but an entrepreneur. Any person who acts in the name of or on behalf of an entrepreneur shall be deemed to be an entrepreneur.
1.5 “Purchase Order” means an order issued or otherwise expressly agreed upon by APRAM, any other meaning of contract to supply Products or Services.
1.6 “Requirements” means these Quality and Compliance Requirements that set out APRAM’s requirements applicable to Providers concerning any supply Products and Services to APRAM.
1.7 “Service” means any service provided to APRAM, including inspection, testing, repair, maintenance, overhaul, modification, storage, handling, logistics or another process specified in a Purchase Order.
1.8 “Subcontractor” means any subcontractor, sub-tier provider, repair organisation, testing facility, laboratory, logistics provider or other third party used by the Provider in performing a Purchase Order.
2. General requirements
2.1 The Provider shall supply Products and perform Services properly (in the agreed quality, special configuration, condition), professionally, completely and on time, in accordance with the Purchase Order and all Applicable Requirements.
2.2 The Provider shall ensure that all Products are genuine, properly identified, traceable, fit for their intended purpose and free from defects, damage, contamination, counterfeit parts, unapproved parts and any third-party rights, unless the Purchase Order expressly provides otherwise.
2.3 The Provider shall perform Services with due care, using competent personnel, suitable facilities, approved methods, appropriate tools, calibrated equipment and materials meeting the Applicable Requirements.
2.4 The Provider shall package, mark, preserve, store, handle and transport Products in a manner preventing damage, deterioration, contamination, loss of identification or loss of traceability and in accordance with the Purchase Order, with the relevant legislation and rules of the relevant business and any instructions issued by APRAM.
2.5 The Provider shall provide all certificates, records, declarations, release documents and other Documentation required for the relevant delivery or Service; detailed requirements concerning Documentation, traceability, certificates, records and retention are set out further in these Requirements.
2.6 The Provider shall promptly inform APRAM of any circumstance that may affect performance of a Purchase Order, including any risk of delay, shortage, quality issue, nonconformity, loss of approval, supply-chain disruption or inability to meet the Applicable Requirements.
2.7 The Provider shall review all Applicable Requirements before accepting a Purchase Order. Any ambiguity, inconsistency, omission or inability to comply shall be notified to APRAM before acceptance.
2.8 The Provider remains fully responsible for conformity notwithstanding:
a. any inspection, audit, verification or approval carried out by APRAM, APRAM’s customer or a regulatory authority;
b. APRAM’s use of a customer-designated source; or
c. the Provider’s use of a Subcontractor.
2.9 No Product or Service shall be released or delivered until all required inspections, tests, verifications and approvals have been satisfactorily completed and all required Documentation is available.
2.10 The Provider shall not, without APRAM’s prior written approval:
a. deliver a nonconforming Product or Service;
b. use a nonconforming Product in performance of a Purchase Order;
c. apply a “use-as-is” or repair disposition;
d. perform unauthorised rework or modification; or
e. return a rejected Product to APRAM without clear identification of its status.
2.11 Delivery, inspection, payment or use shall not constitute final acceptance of a latent defect, documentary defect, lack of traceability or other nonconformity that could not reasonably have been identified during the initial inspection.
3. Changes during the performance of a Purchase Order
3.1 The Provider shall require APRAM’s prior written consent before implementing any change that may affect conformity, product safety, traceability, delivery or compliance with the Applicable Requirements. The Provider shall not deliver Products affected by an unapproved change concerning in particular materials specifications and configuration, special processes, test methods, certification, approval or authorisation; or another matter identified in the Purchase Order as subject to approval.
3.2 The Provider shall provide sufficient information for APRAM to assess the proposed change, including its reason, scope, effective date, affected Products and Purchase Orders, risks and validation or verification results.
4. Competence and personnel qualifications
4.1 The Provider shall ensure that all persons performing work affecting Product or Service conformity or product safety:
a. are competent on the basis of appropriate education, training, skills and experience;
b. hold all qualifications, certifications and authorisations required by the Applicable Requirements; and
c. work within the scope and validity of such qualifications and authorisations;
d. understand contribution to product safety possible consequences of nonconforming work; and the importance of ethical behaviour.
4.2 The Provider shall maintain evidence of the competence, qualification and authorisation of relevant personnel and provide such evidence to APRAM upon request.
4.3 Where a Service includes maintenance, repair or overhaul of a Product, the Provider shall hold all authorisations and approvals required for the relevant activity and shall issue the prescribed release documentation.
5. Quality management system and Subcontractors
5.1 The Provider shall maintain a quality management system appropriate to the nature, complexity and safety significance of the Products and Services provided including testing of Products according to relevant legislation and other Applicable Requirements. The Provider shall establish and maintain internal controls to identify, segregate and prevent the unintended use or delivery of nonconforming Products and Services.
5.2 Where specified in the Purchase Order, the Provider shall maintain the appropriate certification or another quality-management or aviation standard and Applicable Requirements.
5.3 The Provider shall maintain measures designed to prevent:
a. falsification of records or certificates;
b. deliberate concealment of defects or nonconformities;
c. misrepresentation of origin, identity, status or condition;
d. retaliation against a person who reports a genuine quality or product-safety concern.
5.4 The Provider shall preserve Products during processing, storage, packaging and transport so as to prevent:
a. damage, deterioration, contamination or corrosion;
b. loss of identification or traceability;
c. electrostatic-discharge damage;
d. foreign-object damage;
e. exposure outside prescribed environmental conditions; and
f. use or delivery after expiry of shelf life.
5.5 Property belonging to APRAM or APRAM’s customer shall be identified, protected and used only for performance of the relevant Purchase Order. Loss, damage, deterioration or unsuitability shall be reported without undue delay.
5.6 The Provider shall notify APRAM of any suspension, restriction, expiry, withdrawal or material change in a certification, approval or authorisation relevant to performance of a Purchase Order.
5.7 Where required by APRAM or APRAM’s customer, the Provider shall use only designated or approved Subcontractors, including approved sources for special processes.
5.8 The Provider shall evaluate, select, monitor and control its Subcontractors to the extent necessary to ensure conformity with the Applicable Requirements.
5.9 The Provider shall flow down to every relevant Subcontractor all applicable:
a. technical and quality requirements;
b. APRAM and customer requirements;
c. approval and change-control requirements;
d. traceability and Documentation requirements;
e. counterfeit and unapproved-part prevention requirements;
f. record-retention requirements; and
g. audit and access rights.
6. Prevention of counterfeit and unapproved parts
6.1 The Provider shall maintain effective processes to prevent counterfeit, suspected counterfeit, unapproved and suspected unapproved parts from entering the supply chain or being supplied to APRAM.
6.2 The Provider shall procure Products only from:
a. the original manufacturer;
b. an authorised distributor;
c. a source approved by APRAM or APRAM’s customer; or
d. another source expressly accepted by APRAM in writing.
6.3 The Provider shall maintain traceability to the original manufacturer, authorised source or other source approved by APRAM.
6.4 The Provider’s prevention processes shall include, as appropriate:
a. training and awareness of relevant personnel;
b. verification of source and Documentation;
c. inspection and testing proportionate to the identified risk;
d. monitoring of relevant counterfeit- and unapproved-part information;
e. control of obsolete and difficult-to-source parts; and
f. quarantine and reporting arrangements.
6.5 The Provider shall not return such a Product to its source or otherwise dispose of it without APRAM’s prior written instructions, except where a mandatory legal or regulatory requirement provides otherwise.
7. Nonconforming Products, Services and processes
7.1 The Provider shall notify APRAM of a nonconformity without undue delay and in any event within 24 hours after its detection where the nonconformity:
a. affects or may affect a Product or Service supplied to APRAM;
b. affects product safety, airworthiness, identity or traceability;
c. has resulted or may result in the delivery of a nonconforming Product; or
d. requires a concession, deviation or disposition decision by APRAM.
7.2 The Provider’s notification shall include:
a. identification of the affected Product or Service;
b. affected Purchase Orders, quantities, serial numbers, batches or lots;
c. a description of the nonconformity including date of detection and the period during which the condition may have existed;
d. immediate containment measures;
e. an assessment of Products already delivered; and
f. the proposed disposition and permanent/future corrective action.
7.3 At APRAM’s request, the Provider shall conduct a documented root-cause analysis and implement corrective action within 10 business days.
8. Performance monitoring
8.1 APRAM may or require its customer or an authorised third party to perform monitoring and periodically evaluate the Provider’s performance, including:
a. Product and Service conformity and their inspection, verification and audits;
b. on-time delivery;
c. completeness and accuracy of Documentation with review of certificates, test reports and other objective evidence of conformity review of production, maintenance or repair records;
d. responsiveness and cooperation;
e. management of nonconformities;
f. effectiveness and timeliness of corrective actions; and
g. audit and verification results.
8.2 APRAM may specifically perform, inspection or audit at the Provider’s or a Subcontractor’s premises. Subject to reasonable prior notice, the Provider shall provide APRAM, APRAM’s customer and competent regulatory authorities with access to:
a. relevant areas of the Provider’s facilities;
b. Products, work in progress, processes and equipment;
c. relevant personnel; and
d. all applicable Documentation.
8.3 The right of access shall apply at every relevant level of the supply chain. The Provider shall ensure that equivalent rights are contractually obtained from its Subcontractors.
8.4 In the event of an urgent product-safety, airworthiness, suspected counterfeit-part or regulatory issue, access shall be provided without avoidable delay.
8.5 Verification, inspection or audit by APRAM or another authorised person shall not relieve the Provider of any obligation or responsibility.
9. Rejection and remedial measures
9.1 APRAM may reject any Product or Service that does not comply with the Applicable Requirements, including where required Documentation is missing, inaccurate or incomplete.
9.2 At APRAM’s option and without prejudice to its other rights, the Provider shall promptly and at its own cost:
a. replace the nonconforming Product;
b. repair or rework the Product, subject to APRAM’s prior approval;
c. re-perform the Service;
d. refund the relevant price; or
e. implement another remedy accepted by APRAM.
9.3 APRAM may suspend or disapprove the Provider for particular Products, Services, processes or categories of supply upon evaluation pursuant to 8.1.
9.4 Where the Provider fails to meet APRAM’s requirements, APRAM may require a corrective action plan, increased inspection, additional testing or verification, suspension of deliveries or another proportionate remedial measure.
9.5 Persistent, repeated or material failure to meet the Applicable Requirements may result in a change of the Provider’s approval status or termination or cancellation of the affected Purchase Order, without prejudice to APRAM’s other contractual and statutory rights.
10. Retention and control of records
10.1 The Provider shall retain Documentation relating to each Purchase Order for at least 3 years from the date of delivery of the relevant Product or completion of the relevant Service or for a longer period required by the Purchase Order, APRAM’s customer or an applicable statutory or regulatory requirement.
10.2 Documentation shall be stored to remain legible, identifiable, retrievable and protected against loss, damage, unauthorised access, alteration or destruction. Electronic records shall be subject to appropriate access controls, backup, data-integrity and recovery arrangements.
10.3 Falsification, unauthorised alteration, concealment or misrepresentation of Documentation constitutes a material breach of these Requirements
11. Communication and interaction with APRAM
11.1 The Provider shall appoint a person responsible for communication with APRAM and shall provide current contact details.
11.2 The Provider shall:
a. respond to APRAM’s requests within the period specified by APRAM or, where no period is specified, without undue delay;
b. provide accurate information concerning order status, lead times, inspections, testing, repairs and corrective actions; and
c. ensure that only authorised persons communicate approvals, concessions, deviations or changes.
12. Governing law and disputes
12.1 These Requirements and each Purchase Order incorporating them shall be governed by the laws of the Czech Republic. Amendments or deviations shall be effective only if expressly accepted by APRAM in writing.
12.2 General terms and conditions of APRAM valid at the date of a relevant Purchase order shall apply mutatis mutandis in a specific matter that is not otherwise regulated by the agreement between APRAM and the Provider. Any terms and conditions of the Provider shall apply only if APRAM has expressly accepted them in writing. Performance of a Purchase Order, receipt of goods or payment of an invoice shall not constitute acceptance of the Provider’s terms and conditions.
12.3 If any conflict of supply conditions occurs, the following order of precedence shall apply:
a. a written amendment hereto expressly agreed by APRAM and the Provider;
b. the Purchase Order and its specific quality clauses;
c. these Requirements.
12.4 Any dispute arising out of or in connection with these Requirements or a Purchase Order shall be resolved by the competent courts of the Czech Republic, unless the parties expressly agree otherwise in writing.
13. Final provisions
13.1 The Provider shall not be entitled to assign right or any commitment thereof to a third party without the prior written consent of APRAM.
13.2 Failure by APRAM to exercise a right shall not constitute a waiver of that right.
13.3 If any provision is or becomes invalid, ineffective or unenforceable, the remaining provisions shall remain unaffected to the extent permitted by law.
13.4 These Requirements are issued in English. Any translation is provided for information only. In the event of a discrepancy, the English version shall prevail.
APRAM Aerospace s.r.o.