Oring Performance
Oring Performance
Oring Performance
We hereby confirm that Oring make switches have been supplied in the projects listed below. We
could not arrange performance certificate of individual equipment from the end customer. However,
we hereby take full responsibility of the switches till the complete warranty of the system.
1 B -
GENERAL
CONSULTANT
ISSUED FOR:
NOC
NOWC
RE
B xx xx xx
DATE REV. NO. DESCRIPTION Designed Checked Approved
REVISIONS
Design, Supply, Installation, Testing and Commissioning of Receiving cum Auxiliary Main substation
including High Voltage cabling from Grid substation, 750V DC 3rd rail traction system, 33kV Cable
PROJECT:
network, ASS, TSS & SCADA system for Corridor 1 & 2 of Agra Metro Rail Project
Tender No: AGE-1&2
JOB No. O22014-E-RE
TOTAL NO. OF PAGES 20 TITLE:
NAME SIGN DATE SCADA Guaranteed Technical Particulars (GTP)
DSGN NK 09.01.23
CHKD VK 13.01.23
APPD PKC 13.01.23
1 Introduction
This document provides the SCADA equipment details, hardware specifications, makes and models
for SCADA to be supplied under this project.
1.1.1 Abbreviations
AC Alternating Current
BCC Backup Control Center
CPU Central Processing Unit
DC Direct Current
DP Display Port
EMI Electromagnetic Interference
ETH Ethernet Switch
FO Fiber Optic
IEC International Electrotechnical Commission
I/O Input/Output
LAN Local Area Network
LCD Liquid Crystal Display
LOM LAN on Motherboard
MDP Mini Display Port
NAS Network Attached Storage
OCC Operational Control Center
PSU Power Supply Unit
RAM Random Access Memory
ROM Read Only Memory
SAN Storage Area Network
SCADA Supervisory Control and Data Acquisition
SFP Small Form Factor Pluggable
SNMP Simple Network Management Protocol
USB Universal Serial Bus
VLAN Virtual Local Area Network
9 Network Switch
Seller Details
GeM Seller ID: JKYD220006090101
Company Name: ORING INDUSTRIAL NETWORKING PRIVATE LIMITED
Contact No.: 08530512882
Email ID: [email protected]
S.No. 36/3D/4/1+2, OFF A1/1, Flat No.5,Nirman Classic,Kondhwa Road,Katraj,
Address:
Pune, MAHARASHTRA-411046, -
MSME verified: Yes
MSME Registration number: UDYAM-MH-26-0265698
MSE Social Category: General
MSE Gender: Male
GSTIN: 27AACCO7549M1ZT
Product Details
Price
(Inclusive
Tax
Ordered Unit Price of all
# Item Description Unit Bifurcation
Quantity (INR) Duties and
(INR)
Taxes in
INR)
Product Name : 4 Port Ethernet Uplink POE Layer 2 Industrial grade Unmanaged
Switch
Brand : ORing Industrial Networking
Brand Type : Unbranded
1 Catalogue Status : Catalogue not verified by OEM 21 pieces
Selling As : Reseller not verified by OEM
Category Name & Quadrant : BOQ (Q3)
Model: IPS-1080A
HSN Code: 8517
Product Name : 4 Port Fibre Uplink POE Layer 2 Industrial grade Unmanaged Switch
and Compatible SFP 100Mbps
Brand : ORing Industrial Networking
Brand Type : Unbranded
2 Catalogue Status : Catalogue not verified by OEM 45 pieces
Selling As : Reseller not verified by OEM
Category Name & Quadrant : BOQ (Q3)
Model: IGPS-1042GPA
HSN Code: 8517
Consignee Detail
Delivery Delivery
Lot
S.No Consignee Item Quantity Start To Be
No.
After Completed
By
Designation: - 4 Port Ethernet Uplink POE Layer 2 16-Aug-
- 21 15-Oct-2022
Email ID: [email protected] Industrial grade Unmanaged Switch 2022
Contact: -7027016660-
GSTIN: -
1 4 Port Fibre Uplink POE Layer 2 Industrial
Address: ETU BUILDING, MUKUNDPUR TRAIN DEPOT, OPPOSITE 16-Aug-
MAJLIS PARK METRO STATION, ARIHANT MARG, MODEL TOWN, grade Unmanaged Switch and Compatible - 45 15-Oct-2022
2022
NEW DELHI-110033, SFP 100Mbps
CENTRAL DELHI, DELHI-110033, India
Specification 1
Specification Document
Buyer BOQ Document
Compliance of BOQ Specification And Supporting Document
Note: Seller has given an undertaking that it has made arrangements for getting the stores from an authorized distributor / dealer / channel partner of the OEM of
the offered product. At the time of delivery of goods, Seller will provide necessary chain documents (in the form of GST Invoice) to prove that the supplied goods are
genuine and are being sourced from an authorized distributor / dealer / channel partner of the OEM. In case of any complaint about genuineness of the supplied
products, Seller shall be responsible for providing genuine replacement supplies.
Specification 2
Specification Document
Buyer BOQ Document
Compliance of BOQ Specification And Supporting Document
Note: Seller has given an undertaking that it has made arrangements for getting the stores from an authorized distributor / dealer / channel partner of the OEM of
the offered product. At the time of delivery of goods, Seller will provide necessary chain documents (in the form of GST Invoice) to prove that the supplied goods are
genuine and are being sourced from an authorized distributor / dealer / channel partner of the OEM. In case of any complaint about genuineness of the supplied
products, Seller shall be responsible for providing genuine replacement supplies.
1.1 This contract is governed by the General Terms and Conditions, conditions stipulated to this Product/Service as provided in the
Marketplace.
1.2 This Contract between the Seller and the Buyer, is for the supply of the Goods and/ or Services, detailed in the schedule above, in accordance
with the General Terms and Conditions (GTC) unless otherwise superseded by Goods / Services specific Special Terms and Conditions (STC)
and/ or BID/Reverse Auction Additional Terms and Conditions (ATC), as applicable
2.1 Generic:
OPTION CLAUSE: The Purchaser reserves the right to increase or decrease the quantity to be ordered up to 25 percent of bid quantity at the time
of placement of contract. The purchaser also reserves the right to increase the ordered quantity by up to 25% of the contracted quantity during
the currency of the contract at the contracted rates. Bidders are bound to accept the orders accordingly.
2.3 Generic:
Data Sheet of the product(s) offered in the bid, are to be uploaded along with the bid documents. Buyers can match and verify the Data Sheet with
the product specifications offered. In case of any unexplained mismatch of technical parameters, the bid is liable for rejection.
2.4 Generic:
Upload Manufacturer authorization: Wherever Authorised Distributors are submitting the bid, Manufacturers Authorisation Form (MAF)/Certificate
with OEM details such as name, designation, address, e-mail Id and Phone No. required to be furnished along with the bid.
2.5 Purchase Preference (Centre):
Purchase preference to Micro and Small Enterprises (MSEs): Purchase preference will be given to MSEs as defined in Public Procurement Policy for
Micro and Small Enterprises (MSEs) Order, 2012 dated 23.03.2012 issued by Ministry of Micro, Small and Medium Enterprises and its subsequent
Orders/Notifications issued by concerned Ministry. If the bidder wants to avail the Purchase preference, the bidder must be the manufacturer of
the offered product in case of bid for supply of goods. Traders are excluded from the purview of Public Procurement Policy for Micro and Small
Enterprises. In respect of bid for Services, the bidder must be the Service provider of the offered Service. Relevant documentary evidence in this
regard shall be uploaded along with the bid in respect of the offered product or service. If L-1 is not an MSE and MSE Seller (s) has/have quoted
price within L-1+ 15% of margin of purchase preference /price band defined in relevant policy, such Seller shall be given opportunity to match L-1
price and contract will be awarded for percentage of 25% of total value.
Note: This is system generated file. No signature is required. Print out of this document is not valid for payment/ transaction purpose.
BMRCL
KMRC via Emerson
Emerson Automation Solutions
Intelligent Platforms Private Limited
Purchase Order
PURCHASE FROM P.O. No: 4500588748
UL ELECTRODEVICES PVT LTD, Date: 01/Sep/2021
Vendor Code: 16833 Contact: Manoj Hegde
Vendor Address: NIRMAN CLASSIC, 3RD FLOOR, S.NO.36 E-mail: [email protected]
PUNE, India
State Code: 27
PIN Code: 411046
Contact Person:
Tel: Mobile:
E-Mail:
GSTIN:27AAACU2163R1ZV
INVOICE TO DELIVER TO
Emerson Automation Solutions Intelligent Platforms Pvt. Ltd., Emerson Automation Solutions Intelligent Platforms Pvt. Ltd.,
(Formerly known as GE Intelligent Platforms Pvt. Ltd.,) (Formerly known as GE Intelligent Platforms Pvt. Ltd.,)
Building No.8, Ground Floor, Velankani Tech Park, No.43 Building No.8, Ground Floor, Velankani Tech Park, No.43
Electronic City Phase I, Hosur Road, Electronic City Phase I, Hosur Road,
Bangalore 560100 Bangalore 560100
Karnataka, India Karnataka, India
T: +91 80 42515300-04 F: +91 80 42515305-06 T: +91 80 42515300-04 F: +91 80 42515305-06
GSTIN: 29AAACG7573K1Z3 GSTIN: 29AAACG7573K1Z3
PAN No: AAACG7573K PAN No: AAACG7573K
State Code: 29 CIN: U72200KA1997PTC022158 State Code: 29 CIN: U72200KA1997PTC022158
Payment Terms: Within 45 days Due net
IncoTerms:EXW
Requested Date: 22-Sep-2021
Transaction Type: Domestic
Nature of Transaction: /Inter-State
Item Material code/Description/ Qty Unit HSN/SAC Unit Price Amount IGST IGST SGST SGST CGST CGST
No Due date for Delivery (INR) (INR) Rate Amount Rate Amount Rate Amount
10 4025BOI04563 5 Each 85176290 25,300.00 126,500.00 18 % 22,770.00
INDUSTRIAL GRADE ETHERNET
SWITCH- 16+2 P
22/Sep/2021
MAKE: ORING MODEL: IES-3162 GC
MM SFP ITEM
DESCRIPTION:INDUSTRIAL GRADE
ETHERNET SWITCH- 16+2 PORT,
MANAGED, 10-100 MBPS 16 RJ 45
COPPER PORTS,
WITH 2 NOS. OF MULTI MODE FO
PORTS, INPUT POWER: 24VDC
WITH 2 NO'S OF
COMPATIBLE MULTI MODE SFP'S
LOADED
20 4025BOI05534 30 Each 85176290 20,070.00 602,100.00 18 % 108,378.0
INDUSTRIAL GRADE ETHERNET 0
SWITCH 16+2 PO
22/Sep/2021
MAKE: ORING; MODEL:
IES-1162GC-MM SFP; INDUSTRIAL
Page 1 of 8
Emerson Automation Solutions
Intelligent Platforms Private Limited
Item Material code/Description/ Qty Unit HSN/SAC Unit Price Amount IGST IGST SGST SGST CGST CGST
No Due date for Delivery (INR) (INR) Rate Amount Rate Amount Rate Amount
GRADE ETHERNET SWITCH
16+2 PORT UNMANAGED, 16
RJ45 PORTS, 2 FO PORTS LOADED
WITH COMPATIBLE
MULTI MODE SFP MODULES,
24VDC OPERATED
Total 728,600.00 131,148.0
0
Amount in words
CGST (in words) NIL
SGST (in words) NIL Total Tax 131,148.00
IGST (in words) ONE LAKH THIRTY ONE THOUSAND ONE HUNDRED FORTY EIGHT RUPEES Freight 0.00
GST Amount (in words) ONE LAKH THIRTY ONE THOUSAND ONE HUNDRED FORTY EIGHT RUPEES Total Value (INR) 859,748.00
Net Payable Value (in figure) 859,748.00
Net Payable Value (in words) EIGHT LAKH FIFTY NINE THOUSAND SEVEN HUNDRED FORTY EIGHT
RUPEES
Terms and Conditions are below
EMERSON INDIAN TERMS OF PURCHASE APPLY TO ORDERS ISSUED TO INDIAN or NON-INDIAN SUPPLIERS.
SEE "STANDARD INSTRUCTIONS BELOW".
Standard Instructions:
This purchase order, as amended or supplemented, and together with any specifications and other documents referred to here in (collectively, the"Order")
between the EMERSON entity listed in the Order header ("Buyer")and the Supplier referenced above ("Supplier" or " Seller") is an offer
purchase the goods and/or services described herein (including any deliverables or documentation). This Order shall not constitute an acceptance of any
offer to sell, quotation or other proposal from Supplier, even if referred to in this Order. You, the Supplier, agrees to the following:
(i) this Order will be governed solely by the EMERSON Terms of Purchase, which are incorporated herein by reference, and any specifications and other
documents referred to herein;
(ii) the Supplier has received reviewed the EMERSON Terms of Purchase and agrees to be bound by those terms
(iii) acceptance of this Order is exp ressly limited to the terms of this Order and (iv) Supplier's issuing any acceptance or acknowledgement or commencing
the work called for in the Order in any manner will constitute Supplier's irrevocable acceptance of this Order, including the EMERSON Terms of Purchase,
with the intent to create a binding agreement between Supplier and Buyer with the same legal effect, validity and enforceability of a handwritten signature
and paper document.
Page 2 of 8
Terms and Conditions to Purchase Order
1. Acceptance; Entire Agreement: This Purchase Order constitutes Buyer's offer to purchase from Seller. BUYER
EXPRESSLY OBJECTS TO AND EXPRESSLY REJECTS ANY PROVISIONS ADDITIONAL TO OR DIFFERENT THAN THE
TERMS HEREOF THAT MAY APPEAR IN SELLER'S QUOTATION, ACKNOWLEDGMENT, CONFIRMATION, INVOICE OR IN
ANY OTHER PRIOR OR LATER COMMUNICATION FROM SELLER TO BUYER UNLESS SUCH PROVISION IS EXPRESSLY
AGREED TO BY BUYER IN A WRITING SIGNED BY BUYER. This Purchase Order and, if applicable, the Business Unit Supply
Agreement with Seller and the related Master (Business Unit) Supply Agreement whose terms and conditions apply to this
Purchase Order, shall supersede all prior negotiations, discussions, and dealings and shall constitute the entire agreement
between Buyer and Seller. No change, modification, rescission, discharge, abandonment, or waiver of these terms and
conditions shall be binding upon Buyer unless made in writing and signed on its behalf by a duly authorized representative of
Buyer and specifically references this Purchase Order. No conditions, custom, usage of trade, course of dealing or
performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions
shall be binding unless hereafter made in writing and signed by the party to be bound. Mistakes in prices, discounts,
specifications, delivery schedules or other terms and any noticeable discrepancies in quantities or sizes are to be reported
immediately by Seller to Buyer and Seller shall immediately remedy such mistakes by refunding incorrect charges to Buyer or
correcting such other discrepancies, unless otherwise directed by Buyer.
2. Delivery; Inspection; Rejected Products: Time is of the essence. If a delivery is not expected to be made on-time, Seller
will notify Buyer and will take all reasonable steps at Seller's own cost to expedite delivery; provided, however, Buyer
reserves the right, without liability, in addition to its other rights and remedies, to cancel this Purchase Order by notice to
Seller and arrange for completion and/or purchase of substitute items elsewhere and to charge Seller with any loss or
additional costs incurred. For all shipments (domestic or international), Seller will own the Products from its manufacturing
facility to Buyer's named place of delivery and title shall not pass and delivery shall not be deemed to occur until Buyer has
received the Products at Buyer's named place of delivery. All risk of loss during carriage/transportation shall be the
responsibility of Seller, and the Products will be considered delivered only upon receipt at Buyer's named place of delivery in
conformance with the terms and conditions of this Purchase Order. Buyer has no obligation to obtain insurance while the
Product is in transit from Seller's facility to Buyer's named place of delivery. Seller will use Buyer's preferred carrier for
transporting the Products from Seller's facility to Buyer's named place of delivery. Domestic shipments will be freight collect
unless otherwise agreed to by Buyer's corporate logistics department. For international shipments, Seller shall make the
Products available for export fully cleared from customs and shall arrange for delivery of the Products to the consolidating
hub or to Buyer's specified carrier's container yard at the port of shipment. Seller shall obtain all necessary export licenses
and authorizations, shall assume responsibility for all fees and costs associated therewith and with getting the Products
ready for loading, including but not limited to export customs clearance and associated documentation fees. Seller shall be
responsible for the costs of checking operations, packaging and appropriate marking which are necessary for the purpose of
delivering the Products and shall also be responsible for loading of the Products at Seller's dock. Seller shall provide, at
Seller's cost, the delivery order and/or usual transport document required for Buyer to take delivery of the Products. Seller
shall give Buyer sufficient notice of the dispatch of the Products and any other notice necessary to take delivery of the
Products. Buyer shall pay for the costs of pre-shipment inspection except when such inspections are required by the country
of export. Buyer shall obtain all necessary import licenses and authorizations and shall assume responsibility for all fees and
costs associated with import customs formalities, including but not limited to import clearance, duties and administrative
costs. With the exception of fees and costs associated with (i) obtaining all necessary export licenses and authorizations, (ii)
getting Products ready for loading, (iii) checking operations, packaging and appropriate marking of the Products and (iv)
loading of Products at Seller's dock, Buyer is responsible for all costs for carriage/transportation from Seller's facility to
Buyer's named place of delivery. At Buyer's option and request, Seller will prepay the carriage/transportation costs from
Seller's facility to port of export and add such costs to Buyer's invoice. Otherwise, all carriage/transportation costs from
Seller's facility to Buyer's named place of delivery are freight collect. Notwithstanding the foregoing, Seller is responsible for
any costs, fees, expenses or penalties incurred as a result of Seller's failure to hire a Buyer approved carrier without Buyer's
prior written consent or to otherwise follow Buyer's instructions. In all forms of documentation and communication including
printed and electronic forms, these terms shall be referred to as "EMR2006". Seller shall provide commercial invoice to Buyer
upon delivery of the Products to the final destination, at which time the terms of payment will begin to run. Buyer will pay for
the Products as provided in the terms and conditions of this Purchase Order. Seller shall obtain Buyer's prior written approval
for partial shipments prior to shipment. All materials shall be suitably packed, marked, loaded and shipped in accordance
with the requirements of common carriers. Damage to any material not so packed will be charged to Seller. No charge shall
be made by Seller for packing, boxing, drayage, loading or storage unless otherwise stated herein. Products rejected and
returned shall not be replaced by Seller without the prior written authorization of Buyer. The Products shall be subject to
inspection and testing by Buyer before and after receipt. Any Product furnished and the time and manner of delivery thereof
must comply precisely with the terms of this Purchase Order. Any failure to so conform constitutes a substantial impairment
of the value of the whole order and shall entitle Buyer, at its sole option, to cancel all or any part of this Purchase Order and
to return to Seller any Products previously delivered to Buyer, without right in Seller to cure such failure and Seller shall pay
all transportation charges for the delivery to Buyer and any return to Seller and Buyer, at its sole discretion, may obtain
replacement Products from another supplier. Should the cost of such replacement Products exceed the agreed upon price for
such Products between Buyer and Seller, Seller shall reimburse Buyer for the additional cost or Buyer will off-set such costs
against amounts owed to Seller. Products or equipment rejected or not purchased by Buyer which utilize or carry any logo,
insignia, name, trade name, trademark, tradedress, symbol, decorative sign, evidence of inspection or other related markings
of Buyer or any of its related entities shall have the same removed, not obliterated, prior to any sale, use or disposition, if
such sale or disposition is permitted by Buyer.
3. Discounts; Taxes: Any cash discount normally provided by Seller to any buyer shall apply to the Products. Unless
Page 3 of 8
otherwise provided herein, Seller shall pay, defend and hold Buyer harmless from the assessment or imposition of any
customs import or export duties, excise, use or other tax (however designated) upon the importation of tooling or equipment
or production, sale, delivery or use of the Products to the extent such assessments or impositions are required or not
forbidden by law to be borne by Seller.
4. Terms of Payment; Set-Off: Terms of payment shall be net one hundred eighty (180) days following the date of receipt of
the Product at Buyer's facility or receipt of invoice by Buyer, whichever occurs last. If more than one payment is required to
be made hereunder, Buyer may in its sole discretion, retain up to 10% of any or all installments until completion of the
performance due hereunder, at which time the retained sums, less any sums deducted as a set-off or recoupment will be paid
to Seller. If the terms granted herein contain any discount, the time for earning any such discount shall be computed from
the later of the scheduled delivery date or the date an acceptable invoice is received. Payment is deemed made for purposes
of earning the discount on the date of mailing of Buyer's check. Buyer reserves the right at all times to set-off any amount
owing at any time to Seller or any affiliate of Seller. Any charges prepaid by Seller on behalf of Buyer pursuant to this
Purchase Order for which reimbursement is sought must be separately stated on the invoice and supported by appropriate
receipts furnished to Buyer. Buyer shall not be obligated to pay any amount under an invoice which is dated or delivered
more than twelve months after the delivery by Seller of such Product.
MSMED ACT: If the Seller is a micro, small or medium enterprise within the meaning of Micro, Small and Medium Enterprises
Development Act, 2006("MSMED Act"), it shall promptly furnish a declaration of the same to the Buyer along with such
documentary evidence (including registration, memorandum etc. under the MSMED Act). For such categories of eligible
Seller, notwithstanding anything contained hereinbefore, payment terms shall be in accordance with the provisions of the
MSMED Act. If there is any change in the status of the Seller under the provisions of the MSMED Act, the same shall be
promptly disclosed in writing to the Buyer and Buyer reserves the right to affect a modification on the payment terms.
5. Warranty: Seller warrants that, for a period of (a)(i) twenty-four (24) months from the date of commercial use of the
Products and/or services that are not used in a nuclear power plant; or (ii) thirty-six (36) months from the date of commercial
use of the Products and/or services that are used in a nuclear power plant; or (b) forty-eight (48) months from the date of
delivery of the Products or performance of the services, plus delays attributable to Seller (such as delays due to
non-conforming goods and services), whichever period expires first. and such Product will be free from any defects in
design, material and workmanship, such Product will be in conformity with any applicable drawings and specifications, and
title to such Products shall be unencumbered. Payment for Products will not constitute approval or acceptance of goods or
services by Buyer; Buyer's right of inspection will survive payment. Buyer reserves the right to return, at Seller's expense,
any defective or nonconforming Products or shipments received contrary to this Purchase Order. If requested by Buyer,
Seller will, at Buyer's option, refund the purchase price of the Products, or correct or replace, at Seller's expense, the
defective or nonconforming Products within ten (10) days after notice by Buyer to Seller. All costs in connection with or as a
result of such defective or nonconforming Products, including, without limitation, cost to transport the Products from Buyer
to Seller and return shipment to Buyer, will be borne by Seller. This warranty will then continue as to the corrected or
replaced Products for two (2) years after the date of delivery of the corrected or replaced Products to Buyer. If Seller fails to
repair or replace the Product within the time periods set forth herein, Buyer may repair or replace the defective or
nonconforming goods at Seller's expense. Rejected or nonconforming Products will not be deemed delivered ontime unless
corrected or replaced Products are delivered within the ontime period applicable to this Purchase Order. Seller shall remain
liable for Latent Defects for a period of five (5) years, beyond the end of warranty period as mentioned herein above. For the
purpose of this clause "Latent Defect" would mean defects inherently lying within the material or arising out of design
deficiency which do not manifest themselves during the warranty period. Incase of latent Defects arising, the Buyer shall be
entitled to the remedies as stated above.
6. Compliance with Applicable Laws: Seller represents, warrants and covenants that all of the Products, merchandise, and
materials delivered and/or services rendered hereunder will be and will have been produced and/or provided in compliance
with all applicable laws, rules, regulations, orders, treaties and other requirements of federal/national, state/provincial and
local governments and agencies thereof, including, without limitation, those relating to labor (including, if applicable, all
provisions of the U.S. Fair Labor Standards Act of 1938, as amended), health, safety and the environment. If any of the
Products are purchased for incorporation into products sold under a government contract or subcontract, the terms required
to be inserted by that contract or subcontract, including any applicable non-discrimination and affirmative action
requirements, shall be deemed to apply to this Purchase Order. In particular, if that contract or subcontract is with the U.S.
federal government, with respect to any employment activity within the U.S. Seller (i) agrees not to discriminate against any
employee or applicant for employment on the basis of sex, race, color, religion, national origin, age, marital status, political
affiliation or sexual orientation, disability, status as a disabled veteran, a veteran of the Vietnam era, Active Duty Wartime or
Campaign Badge Veterans or any other protected group status and (ii) agrees to take affirmative action to employ and
advance in employment qualified individuals with disabilities and qualified protected veterans. Unless exempted, the Equal
Opportunity clauses set forth in 41 CFR 60 - 1.4(a), 41 CFR 60 - 741.5(a) and 41 CFR 60 - 300.5(a) are incorporated into
this Purchase Order by reference. Unless exempted, Seller agrees to comply with the requirements of these Equal
Opportunity clauses and also agrees to comply with the provisions of 41 CFR 60-300.5(a) (listing job openings with the state
workforce agency), 41 CFR 61-250.10 and/or 41 CFR 61-300.10 (annual reporting of covered veterans), and 29 CFR Part
471, Appendix A to Subpart A (posting of employee notice). All rating or certification requirements specified in such
government contract or subcontract or of which Seller has knowledge shall be complied with. Seller agrees to furnish Buyer a
certificate of compliance with any such laws and certification requirements in such form as may be requested by Buyer.
Seller shall, at its sole cost, secure and maintain all necessary licenses, permits, authorizations or other approvals required for
the operation of Seller's business or any property used therein, or as necessary for Seller's performance hereunder. Seller
shall immediately notify Buyer in the event that Seller is not in compliance with any provision of this Section.
7. Intellectual Property: (a) General. Seller warrants that the Products and the sale and use of them will not infringe any
Page 4 of 8
patents, trademarks, tradedress, copyrights, trade secrets or any other form of intellectual property, and Seller
acknowledges that Buyer's patents, trademarks, tradedress, copyrights, trade secrets or any other form of intellectual
property that Buyer provides to Seller are Buyer's exclusive property and Seller disclaims all rights in same. Where payment is
made for experimental, developmental, or research work, as such, to be performed in accordance with special requirements
of Buyer, Seller agrees to disclose and on request to assign to Buyer each invention, property right, confidential process or
know-how, and trade secret resulting therefrom or other form of intellectual property and Seller shall disclaim all rights in
same. All drawings, art work, special products, materials, information or data furnished by Buyer and all intellectual property
resulting from this Purchase Order (as referenced in the foregoing sentence) are Buyer's exclusive property, shall be used by
Seller only for Buyer's work, shall be deemed Buyer's Confidential Information as defined in Section 13 below, and shall be
kept confidential, pursuant to the terms of Section 13 below, and shall be returned promptly at Buyer's request. Buyer will
market, distribute and/or sell the Products under its own trademark and trade name. Buyer has the right to use any of
Seller's marks, names, other trade identities, copyrighted works or other intellectual property, to the extent that Seller has
incorporated such property in or used such property in the manufacture of the Products supplied by Seller to Buyer. (b)
Embedded Software. To the extent any Products contain Embedded Software (defined below) that is not Buyer's Property,
no title to such Embedded Software shall pass to Buyer, and Seller shall grant Buyer, its customers and all other users a
non-exclusive, worldwide, irrevocable, perpetual, royalty-free right of use, load, install, execute, demonstrate, market, test,
resell, sublicense and distribute such Embedded Software as an integral part of such goods or for servicing the goods (The
"Buyer-Required License"). If such Embedded Software or any part thereof is owned by a third party, prior to delivery, Seller
shall obtain the Buyer-Required License from such third-party owner. "Embedded Software" means software necessary for
operation of the Products and embedded in and delivered as an integral part of Products.
8. Indemnity: Seller will indemnify and hold harmless Buyer and its successors and assigns against any and all suits, losses,
damages, liabilities, costs and expenses (including reasonable attorneys' fees and other costs of defending any action)
("Losses") which such parties may sustain or incur (a) in connection with a breach of any representation, warranty, or
undertaking made by Seller in this Purchase Order or such parties' enforcement of this Purchase Order, or (b) in connection
with the design, development, manufacture, distribution, sale, use, or repair of the Products, whether the claim be based
upon a theory of breach of contract or warranty, negligence, strict liability, other tort, infringement, misappropriation or any
other legal theory, except to the extent caused by the sole and direct gross negligence of Buyer, or (c) as a result of any suit,
claim, or demand under any environmental, health, safety or other laws, rules, regulations or requirements, in connection
with the manufacture, distribution, transportation, storage, use or disposal of the Products or of raw materials by Seller. If
Seller's performance requires Seller, its employees, agents or representatives to perform services or labor in the plants or on
the premises of Buyer, its agents, customers, or users, Seller agrees to indemnify and hold harmless Buyer against all suits,
losses, claims, damages, liabilities, costs and expenses for injury or damage to person or property arising out of such
performance, except to the extent caused by the sole and direct gross negligence of Buyer. Seller agrees that it will, when
requested and given reasonable notice of the pendency of any such suits, claims or demands, assume the defense of Buyer
and their respective successors and assigns against any such suits, claims or demands. Additionally, Seller expressly and
specifically waives all immunity that may be afforded Seller under the workers' compensation laws of any state or
jurisdiction.
9. Insurance: Seller agrees to carry insurance covering product liability and general liability in amounts of not less than
$5,000,000.00 per occurrence. All such policies shall provide for at least thirty (30) days prior written notice, to Buyer, of
cancellation, non-renewal or material change in the terms and conditions of coverage and name Buyer as an additional named
insured. At Buyer's request, Seller will provide Buyer with a certificate or certificates of insurance evidencing such coverage.
In the event Seller ceases to carry adequate insurance that names Buyer as an additional insured, Buyer may immediately
cancel this Purchase Order by giving Seller written notice of Buyer's election to cancel.
10. Force Majeure: Buyer and Seller shall not be liable for any delay or failure of performance due solely to strikes, lockouts
or other labor disputes, fires, acts of God or other causes beyond the affected party's reasonable control; provided, the
affected party shall have given notice to the non-affected party of any such cause for delay or anticipated delay promptly
following the commencement thereof and shall have used the affected party's best efforts to make or accept deliveries, as
the case may be, as expeditiously as possible. If Buyer believes that the delay or anticipated delay in Seller's deliveries may
impair Buyer's ability to meet its production schedules or may otherwise interfere with Buyer's operations and such delay
may last for a period of time that exceeds ten (10) days, Buyer may at its option, and without liability to Seller, immediately
terminate this Purchase Order. In the event of a shortage, Seller agrees to allocate its total available supply of Products
among Buyer and Seller's other customers, if applicable, on a fair and equitable basis.
11. Cancellation, Termination and Suspension: Buyer reserves the right to cancel all or any part of the undelivered portion of
this Purchase Order. This Purchase Order may be terminated by Buyer or by Seller at any time immediately upon written
notice in the event of the other party's material breach of any term or provision of this Purchase Order or upon the
occurrence of any of the following events: (a) such other party makes an assignment for the benefit of creditors, or is
subject to any voluntary or involuntary provincial or federal receivership, insolvency or bankruptcy proceedings, or becomes
unable, or admits in writing its inability, to meet its obligations as they mature; (b) such other party makes any materially
false or misleading statement, representation or claim; (c) such other party fails to prosecute the work so as to endanger
performance of this Purchase Order; (d) dissolution or liquidation of such other party; and/or (e) such other party's failure to
pay any indebtedness which is due and payable and which failure is not remedied within 60 days following written notice.
Buyer will not be responsible for any specific cancellation fees or charges. Notwithstanding anything to the contrary in this
Purchase Order, upon termination, cancellation or expiration of this Purchase Order, Seller shall immediately cease use of any
of Buyer's intellectual property, trade secrets and formula(e) and shall have no further right to use the same. If this Purchase
Order is cancelled due to an event caused by Seller or resulting from Seller's acts or omissions, Buyer may complete Seller's
performance by such reasonable means as Buyer determines, and Seller shall be responsible for, and shall indemnify Buyer
Page 5 of 8
against any damages and reasonable costs, including, without limitation, attorneys' fees, incurred by Buyer as a result
thereof.
12. Survival: The terms of Sections 3, 5, 6, 7, 8, 11, 13, 16, 19, 21 and 22 of this Exhibit shall survive the termination,
cancellation or expiration of this Purchase Order.
13. Confidential Information: Seller agrees that Seller will keep confidential all information disclosed to Seller by Buyer or
any of Buyer's affiliates in connection with this Purchase Order ("Confidential Information") and will disclose Confidential
Information only to those of its employees as will be directly concerned with performance under this Purchase Order. Seller
agrees that it will not disclose Confidential Information to any other person or entity without the express, prior written
consent of Buyer. Seller agrees that it will protect the confidentiality of Confidential Information with the same degree of
care with which it protects its own Confidential information, but with no less than reasonable care, and will return all copies
(in any medium recorded) of Confidential Information to Buyer immediately upon written request. The parties agree that
Confidential Information shall be considered commercial secrets qualified for protection under applicable law.
Notwithstanding the foregoing, Seller may disclose Confidential Information that must be disclosed to any government, any
agency or department thereof, or any stock exchange to the extent required by law, provided Seller shall immediately notify
Buyer of such requirement and the terms thereof prior to such disclosure so that Buyer may seek an appropriate protective
agreement or order prior to the disclosure. The foregoing obligations will survive termination of this Purchase Order and will
remain binding on Seller, its respective affiliates, successors and assigns forever. This Purchase Order is designated as
Confidential Information subject to this Section.
14. Information Security: Without limiting Seller's obligations elsewhere in this Order, Seller shall implement baseline
security safeguards and controls that are no less rigorous than accepted industry practices, specifically those set forth in the
latest published version of (i) National Institute of Standards and Technology Special Publication 800-53, or (ii) ISO/IEC
27001, in order to protect Buyer's Confidential Information, any other data of Buyer or its personnel, and Buyer's systems
(all the foregoing referred to collectively as "Buyer's Data and Systems"). Upon reasonable notice to Seller, Buyer shall have
the right to review Seller's policies, processes, controls, and results of internal and/or external reviews of processes and
controls associated with Buyer's Data and Systems (collectively, "Seller's Processes and Controls") prior to and during the
performance of this Order, including immediately at any time after any security incident incurred by Seller that may impact
Buyer's Data and Systems. Additionally, Buyer at its own expense shall be entitled to perform, or to have performed by an
independent third-party, an on-site audit of Seller's Processes and Controls. In lieu of an on-site audit, upon request by
Buyer, Seller agrees to complete, within twenty (20) days of receipt, an audit questionnaire provided by Buyer regarding
Seller's information security program. Seller shall implement any required safeguards as identified by Buyer or information
security program audits.
15. Financial Information: Should Buyer have concerns about Seller's financial condition and/or ability to supply hereunder,
Seller shall supply information requested by Buyer which Buyer feels is necessary to address said concerns.
16. Changes: Buyer reserves the right to change any specifications, drawings, delivery dates, quantities and items covered
by this Purchase Order. If such change would materially affect the price or delivery date, Buyer and Seller shall mutually
agree upon an equitable adjustment in the price and/or delivery date to reflect the effect of such change; provided Seller shall
have notified Buyer in writing of any claim for such adjustment within thirty (30) days from the date of such notice from
Buyer. Seller shall not suspend performance of this Purchase Order while Buyer and Seller are in the process of making such
changes and any related adjustments. Seller agrees that it will not make any process or manufacturing changes which might
affect the performance, characteristics, reliability or life of the Products, or substitute any materials without prior written
approval of Buyer.
17. Compliance with Law and Disclosure of Product Restrictions and Required Warnings: Seller represents, warrants and
covenants that all Products, including chemical substances or materials constituting or contained in the Products or parts of
Products are in compliance with all applicable chemical legislations and the related national implementing legislations, each
as amended, varied or otherwise restated from time to time, including but not limited to the Restriction of Hazardous
Substances ("RoHS") Directive 2011/65/EU,), Regulation EC No 1907/2006 concerning the Registration, Evaluation,
Authorisation and Restriction of Chemicals ("REACH"), and all other applicable product-related environmental regulatory
requirements of the jurisdictions in which the Products will be delivered or marketed, including all federal, national,
provincial, regional, state, and local laws, statutes, regulations, ordinances, administrative rules, orders that have the effect
of law, and judicial rulings and opinions ("Laws") (e.g. EU Battery Directive, WEEE, Ecodesign Directive, etc.). Seller is and
remains fully responsible for compliance at its sole cost with any applicable Laws, each as amended, varied or otherwise
restated from time to time. Products shall not contain any chemicals that are banned or otherwise restricted in use or
disposal under any Law or otherwise not compliant with the specifications provided in writing by Seller and Buyer. Seller is
responsible for ensuring that Products are properly packaged, marked, labeled, documented, shipped, and/or registered under
applicable Law. Any warnings, cautionary statements, and safety data sheets required by Law for the Products must be
disclosed in writing by the Seller to the Buyer. At Buyer's request, Seller shall provide the chemical composition, including
proportions and weight of substance, mixture, and any other relevant information or data, including but not limited to full or
partial material declarations, or declaration of conformity with applicable Law. Seller undertakes to duly and immediately
inform Buyer of any changes affecting compliance with any applicable Law. Insofar as Products, parts of Products or
substances are not supplied in accordance with any requirement of this Section 17, Buyer reserves the right to cancel this
Order in whole or in part without liability, or, at Buyer's sole option, to require cure of any noncompliance, without prejudice
to any other remedies Buyer may have under these terms and conditions. In case of cancellation of this Order or proven
violations of compliance with any applicable Law by Seller, Seller undertakes to indemnify and hold Buyer harmless from any
claim, liability, loss, damage, judgment and/or external responsibility, irrespective of its legal ground, and to bear any and all
harm, loss or damage arising to Buyer´s disadvantage in the event of infringement.
18. Seller shall comply with all International Plant Protection Convention ("IPPC") regulations on solid wood packaging
Page 6 of 8
material ("SWPM") as outlined in ISPM-15 and elsewhere. Seller shall ensure, and provide appropriate certification, that all
SWPM shall be marked with the IPPC logo, country code, the number assigned by the natural plant protection organization
and the IPPC treatment code.
19. Supply Chain Security: Seller warrants that it has reviewed its supply chain security procedures and that these
procedures and their implementation are in accordance with the criteria set forth by the Customs-Trade Partnership Against
Terrorism ("C-TPAT") program of the U.S. Bureau of Customs and Border Protection. Specifically, Seller warrants that it is
applying C-TPAT prescribed inspectional methods prior to loading of the transport conveyance; is maintaining secure control
over its loaded and empty transport conveyances; is controlling and applying certified high security seals for securing
transport conveyance doors; and, is ensuring that its business partners are observing the criteria set forth by C-TPAT. Seller
further warrants and represents that it has developed and implemented, or will develop and implement, procedures for
periodically reviewing and, if necessary, improving its supply chain security procedures. Specifically, Seller agrees to
conduct an annual security audit at each of its facilities and to take all necessary corrective actions to ensure conformity
with C-TPAT standards. Seller agrees to share with Buyer the results of such annual audits and agrees to prepare and submit
to Buyer a report on the corrective actions taken in response thereto. In the event Seller fails to take an appropriate
corrective action, Buyer may, but is not required to, terminate this Purchase Order. Buyer's auditors will be provided access
to Seller's records and facilities for the purpose of verifying that Seller's procedures are in accordance with the criteria set
forth by C-TPAT. If Seller is enrolled in any supply chain security accredited programs, such as C-TPAT or other similar
programs that may exist in the country of Seller, then Seller shall provide Buyer with documentary evidence of such
enrollment.
20. Choice of Law; Venue; Miscellaneous: This Purchase Order shall be governed by the laws of India, without giving effect
to the choice or conflicts of law provisions thereof. Any dispute arising from or in connection with this purchase order shall
be referred to arbitration under the provisions of the Arbitration & Conciliation Act, 1996 and in accordance with the
provisions below: (i) the seat of arbitration shall be India, if one party is located outside India, or Mumbai, if both parties are
located in India; (ii) the arbitral proceedings shall be conducted in the English language; and (iii) the arbitral award shall be
final and binding on the parties. Nothing contained in this Purchase Order will be construed to create a partnership or joint
venture among the parties. Seller shall not assign or subcontract any of its rights, interests or obligations hereunder without
the prior written consent of Buyer. The paragraph headings herein are for convenience only and form no part of this
Purchase Order. If any part of this Purchase Order shall be held to be illegal, void or unenforceable, the remaining portions
shall remain in full force and effect. Any and all of the rights and remedies conferred upon Buyer under this Purchase Order
shall be cumulative and in addition to, and not in lieu of, Buyer's rights and remedies granted at law and equity, all of which
rights and remedies are fully reserved by Buyer. The failure of Buyer to insist in any one or more instances, upon the
performance of any of the terms, covenants or conditions of this Purchase Order, or to exercise any right hereunder shall not
be construed as a waiver or relinquishment of any of the other terms and conditions of this Purchase Order nor the right to
enforce the future performance of any term, covenant or condition or the future exercise of any other rights herein.
21. IMMEX: If Seller is delivering products into Mexico, Seller is and remains solely responsible for full compliance with
IMMEX program regulations as well as all applicable sections of the Foreign Trade General Rules (Reglas de Caracter General
en Materia de Comercio Exterior).
22. Customs Ocean Cargo Security Requirements Compliance: Seller agrees to provide any necessary assistance so that any
ocean vessel shipment of Products arrives in the U.S. in compliance with the U.S. Customs and Border Protection ("CBP")
cargo security filing requirements for maritime carriers ("10+2 Requirements"), as amended from time to time by CBP.
Specifically, Seller shall (i) furnish the Importer Security Filings ("ISF") agent appointed by Buyer or Seller, as the case may
be, any required information to enable such ISF agent to make timely, accurate, and complete ISF with the CBP; and (ii)
ensure that the carrier operating the ocean vessel (the "Carrier") (a) transmit to CBP in an approved electronic format a stow
plan for the vessel meeting current CBP requirements such that it is received no later than 48 hours after the vessel's
departure from its last foreign port or, for voyages of less than 48 hours, prior to the vessel's arrival at its first U.S. port and
(b) submit electronically to CBP a container status message with respect to certain events relating to cargo destined for the
U.S. by vessel, as defined by current CBP regulations. Seller agrees to ensure that the Carrier shall defend, indemnify, hold
harmless and reimburse Buyer from and against all fines, penalties and damages sustained by Buyer arising out of or relating
to the Carrier's failure to comply with CBP's 10+2 Requirements, including damages sustained by Buyer as a result of CBP's
seizure of the Products or a refusal by CBP to permit customs clearance of the Products because of the Carrier's
non-compliance.
23. Conflict Minerals Compliance: Seller agrees to trace and certify or, if Seller does not manufacture the Products, to
require the manufacturer of the Products to trace and certify, the country of origin of minerals used in all materials used by
Seller or the manufacturer in the Products or parts of Products or in the manufacture of the Products or parts of Products and
to promptly provide Buyer with such documents and certifications as requested by Buyer to satisfy Buyer's Securities
Exchange Commission reporting obligations under Section 1502 of the Dodd-Frank Act relating to Conflict Minerals.
24. Anti-Corruption; Anti-Terrorism. Seller is in compliance with and shall comply with all applicable anti-corruption,
anti-money laundering and anti-terrorism laws and regulations including but not limited to those of the United States, Seller's
country, Buyer's country and the country which is the end-destination of the Products and/or in which work is performed by
Seller. Seller represents and warrants that it has not violated and will not violate any of the foregoing.
25. Delivery of Suspect/Counterfeit, Fraudulent and Substandard Items ("CFSI's"): Seller is hereby notified that the delivery
of suspect/counterfeit items is of special concern to Buyer. If any parts covered by this Order are described using a
manufacturer part number or using a product description and/or specified using an industry standard, Seller shall be
responsible to assure that the parts supplied by Seller meet all requirements of the latest version of the applicable
manufacturer data sheet, description, and/or industry standard. If Seller is not the manufacturer of the Products, Seller shall
make all reasonable efforts to assure that the parts supplied under this Order are made by the Original Equipment
Page 7 of 8
Manufacturer ("OEM") and meet the applicable manufacturer data sheet or industry standard. Should Seller desire to supply
a part that may not meet the requirements of this paragraph, Seller shall notify Buyer of any exceptions and receive Buyer's
written approval prior to shipment of the replacement parts to Buyer. If suspect/counterfeit parts are furnished under this
Order or are found in any of the Products delivered hereunder, such items will be dispositioned by Buyer and / or the OEM,
and may be returned to Seller. Seller shall promptly replace such suspect/counterfeit parts with parts acceptable to Buyer
and Seller shall be liable for all costs, including but not limited to Buyer's internal and external costs, relating to the removal
and replacement of said parts. Buyer's remedies described herein shall not be limited by any other clause which is agreed
upon between Buyer and Seller in this Order. At Buyer's request, Seller shall return any removed counterfeit parts to Buyer
in order that Buyer may turn such parts over to its government customer for further investigation. Seller agrees that any
government or quasi-government directive, such as a GIDEP (Government-Industry Data Exchange Program) alert indicating
that such parts are counterfeit, shall be deemed definitive evidence that Seller's parts contain counterfeit parts. To mitigate
the CFSI risk, Buyer requires Seller to recognize this risk by introducing into Seller's quality assurance program a documented
process to prevent, detect and disposition suspect CFSI's.
26. Personal Data Protection: Personal Data, defined as any information relating to an identified or identifiable natural
person, shall be considered Confidential Information and afforded all of the protections set forth in these terms and
conditions. In addition to and without limiting the terms generally applicable to Confidential Information, the parties agree
that each shall process, apply, view and use Personal Data only to the extent necessary to perform under this Order. Neither
party shall transfer or otherwise allow the use of Personal Data of the other party unless expressly instructed or authorized
by the other party. Both parties shall comply with applicable laws and best practices relating to data privacy and data
security.
Page 8 of 8
BMRCL via ABB
Vendor No. Vendor Ref. Page
1100040433 1 of 12
Material PO text
Note: Port required is "LC port" and already we have supplied LC patch cards.
Material PO text
Note: Port required is "LC port" and already we have supplied LC patch cards.
This is Computer generated Purchase Order, No Signature is required. This Purchase Order has been electronically
Authorized Signatory
Header Text-:
Special / Additional Terms & Conditions:
Project : BMRCL EP2CC-Station Name
Plant : IN1S
Note: Port required is "LC port" and already we have supplied LC patch cards.
----------------------------------------------------------------
7 Contract BG: Not Applicable
----------------------------------------------------------------
8 Documents for Payment: 3 copies of Invoice, packing list &
delivery challan.
----------------------------------------------------------------
9 Packing & Forwarding: Cost of Packing & Forwarding are
included in your scope.
For more than One purchase Order, Material for each Order shall be
packed separately with separate Invoice & dispatched separately.
----------------------------------------------------------------
10 Freight: Inclusive in PO price
----------------------------------------------------------------
11 Insurance: In supplier scope
----------------------------------------------------------------
12 Contractual Delivery Date: Within 4 weeks from the date of receipt of
PO/ Manufacturing clearance.
----------------------------------------------------------------
13 Penalty for Late Delivery: Not Applicable
----------------------------------------------------------------
14 Warranty: 5 years comprehensive warranty.
----------------------------------------------------------------
15 Installation & Commissioning: Not Applicable.
----------------------------------------------------------------
16 Inspection at Supplier Works, Inspection Certificate, Packing
Clearance & despatch Clearance Certificate: A) Inspection shall be
carried out if applicable by APPSIL representative and/or customer
representative and/or consultant. Inspection call to be given by the
SELLER AT LEAST 7 days prior to planned dispatch along with internal
Test Certificates of the SELLER.
After the Inspection as above, an Inspection Certificate shall be issued
giving all the punch points to be attended to by the SELLER.
Once the SELLER sends a compliance report after attending to all the
punch points observed during the inspection, Packing Clearance shall be
given to the SELLER. Upon Packing Clearance, the SELLER shall pack the
goods according to the APPSIL Packing Standards and shall send pictures
evidencing the same to BUYER.
Dispatch clearance will be given only after the above. Under no
circumstances the SELLER shall dispatch the material without the written
Despatch Clearance from BUYER. SELLER shall confirm the receipt of the
Please Acknowledge this Purchase Order and send the confirmation message
GST Clauses:
1. Any Gains arising due to implementation of Goods and Services Tax (GST) to you shall be passed on to ABB Power
Products and Systems India Limited (herein after referred as ABB)
2. You will raise Tax Invoice in the format prescribed as per GST Laws along with prescribed documents for movement of
goods and ensure to upload the required data timely in GSTR-1 and GSTR-3 (or such other formats as may prescribed
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
Page 1 / 9
Oring Industrial Networking Corp. PO number/buyer code/revision/date Page
3F., No.542-2, Zhongzheng Rd. 4500813883 / A1E / 0 / 30.06.2015 2/ 9
23148 NEW TAIPEI CITY-XINDIAN DIST.,
_______________________________________________________________________
Item Material Description
Order qty. Unit
Price per unit Net value
_______________________________________________________________________
Quality Requ.: AMERQR0006 Version: 00
AMERQR0050 Version: 00
AMERQR0105 Version: 00
AMERQR0200 Version: 00
AMERQR0300 Version: 00
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
Oring Industrial Networking Corp. PO number/buyer code/revision/date Page
3F., No.542-2, Zhongzheng Rd. 4500813883 / A1E / 0 / 30.06.2015 3/ 9
23148 NEW TAIPEI CITY-XINDIAN DIST.,
_______________________________________________________________________
Item Material Description
Order qty. Unit
Price per unit Net value
_______________________________________________________________________
int. revision :2 ext. revision :
Country of Origin: SE Sweden Content US 0%
AMERQR0006 Version: 00
Q.A. LEVEL ISO 9001 CURRENT VERSION OR EQUIVALENT
AMERQR0050 Version: 00
00-QPS-001 APPLICABLE
SUPPLIER GENERAL QUALITY REQUIREMENTS
AMERQR0105 Version: 00
DIMENSIONAL AND VISUAL INSPECTION PROCEDURE AND REPORT (INCL. ALL GRAPHIC DATA FROM 3D
MODEL AS APPLICABLE)
AMERQR0200 Version: 00
QUALIFICATION TEST PROCEDURE AND REPORT
AMERQR0300 Version: 00
SERIE TEST PROCEDURE AND REPORT
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
Oring Industrial Networking Corp. PO number/buyer code/revision/date Page
3F., No.542-2, Zhongzheng Rd. 4500813883 / A1E / 0 / 30.06.2015 4/ 9
23148 NEW TAIPEI CITY-XINDIAN DIST.,
NOTWITHSTANDING ALL OTHER CLAUSES, OR WARRANTY TIME LIMIT, THE SUPPLIER ACCEPTS TOTAL RESPONSIBILITY OF
DEFECTIVE DESIGN AND/OR SYSTEMATIC FAILURE AND/OR SERIES FAILURE OF THESE PRODUCTS.
ALL SHIPMENTS RELATIVE TO THIS PURCHASE ORDER MUST BE ACCOMPANIED BY A PACKING SLIP WITH THE FOLLOWING
INFORMATION: BOMBARDIER PURCHASE ORDER AND PART NUMBERS.
DELIVERY DATE IS THE REQUIRED DATE FOR YOUR EQUIPMENT TO BE RECEIVED AT DESTINATION.
SUPPLIER SHALL NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, NATIONAL ORIGIN, OR SEX IN THE PERFORMANCE OF THIS
SUBCONCTRACT. THE SUPPLIER SHALL CARRY OUT APPLICABLE REQUIREMENTS OF 49 CFR PART 26 IN THE ADMINISTRATION OF
DOT ASSISTED SUBCONTRACTS. FAILURE TO CARRY OUT THESE REQUIREMENTS IS A MATERIAL BREACH OF THIS SUPPLIER, WHICH
MAY RESULT IN THE TERMINATION OF THIS SUBCONTRACT OR SUCH OTHER REMEDY AS BOMBARDIER DEEMS APPROPRIATE.
UNDER THE NORTH AMERICAN FREE TRADE AGREEMENT, RULES OF ORIGIN - FOR CANADA, UNITED STATES AND MEXICO, A
BLANKET CERTIFICATE OF ORIGIN, DULY COMPLETED FOR THIS PURCHASE ORDER, MUST BE PROVIDED BY THE SUPPLIER TO:
BOMBARDIER TRANSPORTATION CANADA INC.
CUSTOMS DEPARTMENT
1101, PARENT STREET
SAINT-BRUNO, QUEBEC
CANADA
J3V 6E6
SHALL THE SUPPLIER FAIL TO PROVIDE THE CERTIFICATE OF ORIGIN, IT WILL BE RESPONSIBLE FOR PAYMENT OF ADDITIONAL
CUSTOMS DUTY PAID BY BOMBARDIER.
THE SUPPLIER AND/OR ANY SUBCONTRACTOR OF THE SUPPLIER, IF NECESSARY, SHALL PROVIDE BOMBARDIER AND FILE WITH THE
PROPER AUTHORITIES ANY DOCUMENTATION WHICH MAY BE REQUIRED FOR THE PURPOSES OF IMPORTATION AND/OR
EXPORTATION. EACH SHIPMENT MUST BE ACCOMPANIED WITH PROPER CUSTOMS INVOICES AND FORMS REFLECTING THE
COMMERCIAL TRANSACTION AND DECLARING THE TRANSACTIONAL VALUE OF THE SAID SHIPMENT AS PER APPLICABLE
INCOTERMS (IN ACCORDANCE WITH INCOTERMS 2010). IF BOMBARDIER IS PENALIZED BY ANY CUSTOMS AUTHORITY AND/OR THE
GOODS ARE SEIZED DUE TO ANY FALSE STATEMENT CONTAINED IN ANY DOCUMENT OR DECLARATION MADE BY THE SUPPLIER OR
BY SUBCONTRACTOR(S) OF THE SUPPLIER, THE SUPPLIER WILL BE RESPONSIBLE TO INDEMNIFY BOMBARDIER FOR ANY DAMAGES
RESULTING FROM SUCH DEFAULT. THE SUPPLIER AGREES TO FOLLOW AND ABIDE ANY CHANGES IN CUSTOMS LEGISLATION
APPLICABLE TO THE SUPPLY OF THE GOODS.
IF THE INCOTERMS REFERENCED BY THIS PURCHASE ORDER (IN ACCORDANCE WITH INCOTERMS 2010) SPECIFY THAT
TRANSPORTATION OF THE GOODS IS THE RESPONSIBILITY OF BOMBARDIER; ALL SHIPMENTS RELATIVE TO THIS PURCHASE ORDER
SHALL BE IN ACCORDANCE WITH THE TR0001 CLAUSE AND WITH THE ROUTING INSTRUCTIONS ISSUED BY CONCENTREK OR ANY
OTHER THIRD PARTY SPECIFICALLY DESIGNATED BY BOMBARDIER TO PROVIDE FREIGHT MANAGEMENT SERVICES.
PLEASE SIGN AND RETURN ENCLOSED ACKNOWLEDGEMENT COPY OF PURCHASE ORDER TO THE BUYER WHO ISSUED THIS ORDER
AT THE FOLLOWING ADDRESS: BOMBARDIER
MASS TRANSIT CORPORATION - P.O. BOX 2208, 71 WALL STREET,
PLATTSBURGH, NEW YORK, 12901.
PRICES NEGOTIATED FOR THIS PURCHASE ORDER ARE TO REMAIN FIRM FOR THE DURATION OF THIS ORDER.
THE SUPPLIER MUST CONFORM TO ROUTING AND/OR SHIPPING INSTRUCTIONS OF THIS PURCHASE ORDER. NO DEVIATION IS TO BE
MADE FROM THESE INSTRUCTIONS SHOWN HEREIN WITHOUT PRIOR APPROVAL FROM THE BOMBARDIER TRAFFIC DEPARTMENT.
THE SUPPLIER UNDERSTANDS THAT HE SHALL BE RESPONSIBLE FOR FREIGHT CHARGES IF THE INSTRUCTIONS ARE NOT
FOLLOWED. THE SUPPLIER MUST CONTACT CONCENTREK ON BEHALF OF BOMBARDIER, FOR ALL ROUTING INSTRUCTIONS:
A) [email protected] FOR CANADA AND USA INBOUND SHIPMENTS;
B) [email protected] FOR ALL MX INBOUND SHIPMENTS.
THE BOMBARDIER PURCHASE ORDER NUMBER MUST BE INDICATED ON ALL TRANSPORTATION BILL OF LADINGS OR WAY BILLS, AS
WELL AS ON ANY COMMERCIAL DOCUMENTS AND PACKING SLIPS. FAILURE TO INDICATE THE BOMBARDIER PURCHASE ORDER
NUMBER WILL RESULT IN A CHARGEBACK OF THE FREIGHT COSTS TO THE SUPPLIER. IF INBOUND TO CANADA, USA OR MEXICO,
THIS FAILURE WILL RESULT OF A RETURN OF THE GOODS AT SUPPLIER'S EXPENSES.
THE SUPPLIER MAY NOT SHIP OUT MORE THAN 2 CONSOLIDATED SHIPMENTS IN ANY GIVEN WEEK (INCLUDING COURIER), WITHOUT
PRIOR APPROVAL BY BOMBARDIER VIA CONCENTREK. ALL FEDEX SHIPMENTS ARE TO BE SHIPPED SECOND DAY SERVICE UNLESS
OTHERWISE AUTHORIZED BY BOMBARDIER. THE SUPPLIER MUST ALLOW FOR ENOUGH LEAD TIME TO SHIP GOODS TO BOMBARDIER
IN THE MOST ECONOMICAL MODE AVAILABLE. THE DELIVERY SCHEDULE DATES ON THE BOMBARDIER PURCHASE ORDER ARE THE
DATES AT WHICH THE MATERIAL IS REQUIRED TO BE RECEIVED AT BOMBARDIER. THEREFORE, SUPPLIERS MUST ALLOW FOR THE
FOLLOWING LEAD TIMES:
A) NORTH AMERICAN SUPPLIER MUST ALLOW 7 DAYS FOR GROUND, TO ANY NORTH AMERICAN BOMBARDIER FACILITY
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
Oring Industrial Networking Corp. PO number/buyer code/revision/date Page
3F., No.542-2, Zhongzheng Rd. 4500813883 / A1E / 0 / 30.06.2015 5/ 9
23148 NEW TAIPEI CITY-XINDIAN DIST.,
B) NORTH AMERICAN SUPPLIER MUST ALLOW 10 DAYS FOR GROUND, TO ANY MEXICO BOMBARDIER FACILITY.
C) INTERNATIONAL SUPPLIER MUST ALLOW 30 DAYS FOR OCEAN (FROM EUROPE) AND 45 DAYS FOR OCEAN (FROM ASIA). ANY
FASTER TRANSPORTATION MUST BE PRE-AUTHORIZED BY BOMBARDIER, OR IT WILL BE DEBITED FROM THE SUPPLIER THROUGH A
CHARGEBACK. ALL AIR AND EXPEDITED REQUESTS MUST BE MADE THROUGH CONCENTREK.
FOR ALL MEXICO BOMBARDIER FACILITIES, THE SUPPLIER MUST INDICATE ON THE BILL OF LADING: BILL TO BOMBARDIER
TRANSPORTATION MEXICO S.A. DE C.V. CORREDOR INDUSTRIAL, ZONA INDUSTRIAL CD, SAHAGUN, EDO. DE HGO. C.P. 43998 MEXICO
AND THE SUPPLIER SHALL NOT INDICATE A VALUE FOR FREIGHT INSURANCE PURPOSES ON THE BILL OF LADING.
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
Oring Industrial Networking Corp. PO number/buyer code/revision/date Page
3F., No.542-2, Zhongzheng Rd. 4500813883 / A1E / 0 / 30.06.2015 6/ 9
23148 NEW TAIPEI CITY-XINDIAN DIST.,
SUBCONTRACT SHALL MEAN ANY CONTRACT BETWEEN THE SUPPLIER AND A SUBSUPPLIER, OR BETWEEN SUBSUPPLIER OF ANY
TIER, TO PERFORM A PORTION OF THE WORK;
SUBSUPPLIER SHALL MEAN ANY PERSON OR PERSONS, FIRM, PARTNERSHIP, JOINT VENTURE, CORPORATION, OR COMBINATION
THEREOF, OR OTHER ENTITY WHICH CONTRACTS WITH SUPPLIER OR SUBSUPPLIER OF ANY TIER TO PERFORM WORK, LABOR, OR
TO RENDER SERVICE ON OR ABOUT THE WORK; AND
WORK SHALL MEAN ALL PERFORMANCE REQUIRED UNDER THIS PURCHASE ORDER INCLUDING ALL ALTERATIONS, AMENDMENTS,
OR EXTENSIONS THERETO.
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
PO number/buyer code/revision/date Page
4500813883 / A1E / 0 / 30.06.2015 7/ 9
TERMS AND CONDITIONS OF PURCHASE ORDER (TC 9998)
1. ON RECEIPT OF THE PRESENT PURCHASE ORDER AND ITS TERMS AND CONDITIONS, THE SUPPLIER UNDERTAKES TO TRANSMIT TO BOMBARDIER A WRITTEN
ACKNOWLEDGEMENT OF THE PRESENT PURCHASE ORDER WHICH WILL ACT AS THE ACCEPTANCE OF THE PRESENT PURCHASE ORDER AND OF ALL ITS TERMS AND
CONDITIONS BY THE SUPPLIER. THIS ACKNOWLEDGEMENT WILL BE FORMED BY THE SIGNATURE OF THE SUPPLIER REPRESENTATIVE ON THE ACKNOWLEDGEMENT FORM
ATTACHED TO THE PURCHASE ORDER OR EITHER A SEPARATE WRITTEN ACKNOWLEDGEMENT WHICH WILL EXPRESSLY REFER TO THIS PURCHASE ORDER. THE SUPPLIER WILL
TRANSMIT THE ACKNOWLEDGEMENT IN A WRITTEN FORM TO BOMBARDIER. THIS PURCHASE ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS
INCLUDED IN THIS PURCHASE ORDER. ANY MODIFICATION OF THE TERMS AND CONDITIONS WILL BE DEEMED REFUSED BY BOMBARDIER UNLESS THERE IS A FORMAL
ACCEPTANCE IN WRITING BY BOMBARDIER. FAILING THE RECEIPT, BY BOMBARDIER, OF THE WRITTEN ACKNOWLEDGEMENT OF THE SUPPLIER, THE DELIVERY, EVEN PARTIAL,
OF THE GOODS, INCLUDING THE DELIVERY OF ONE SINGLE PIECE, WILL BE CONSIDERED AS THE ACCEPTANCE OF THE PURCHASE ORDER, INCLUDING ALL ITS TERMS AND
CONDITIONS, BY THE SUPPLIER. FURTHERMORE, BOMBARDIER RESERVES THE RIGHT TO WITHHOLD PAYMENT TO THE SUPPLIER PENDING WRITTEN ACKNOWLEDGEMENT.
2. UNLESS OTHERWISE SPECIFIED IN THIS PURCHASE ORDER, THE WARRANTY FOR THE GOODS DELIVERED UNDER THIS PURCHASE ORDER SHALL BE OF TWO (2) YEARS FROM
THE BEGINNING OF REVENUE SERVICE (IF THE GOODS ARE INCORPORATED INTO VEHICLES/TRAINS) OR THREE (3) YEARS FROM DELIVERY OF GOODS TO BOMBARDIER,
WHICHEVER PERIOD ENDS FIRST.
3. THE SUPPLIER EXPRESSLY RECOGNIZES THAT HE HAS FULL KNOWLEDGE OF THE INTENDED USE OF THE GOODS, MATERIAL, EQUIPMENT AND PARTS (HEREAFTER CALLED
"THE GOODS") TO BE DELIVERED IN ACCORDANCE WITH THIS ORDER. THE SUPPLIER WARRANTS THAT THE GOODS WILL CONFORM TO ANY SAMPLE, SPECIFICATIONS,
DRAWINGS OR OTHER DESCRIPTION FURNISHED BY BOMBARDIER OR REFERENCED TO HEREIN. IT IS UNDERSTOOD THAT SUCH REQUIREMENT DOES NOT PRECLUDE THE
SUPPLIER TO DELIVER GOODS WHICH ARE FIT FOR THEIR SPECIFIC PURPOSE. THE SUPPLIER WARRANTS THAT THE GOODS WILL BE FREE FROM ANY DEFECT, WILL BE
DELIVERED IN ACCORDANCE WITH THE DELIVERY DATES SPECIFIED AND WARRANTS THAT HE WILL RESPECT ALL TERMS AND CONDITIONS OF THE PRESENT ORDER.
OTHERWISE, BOMBARDIER MAY CANCEL THIS ORDER WITHOUT ANY COST AND PURCHASE THE GOODS FROM ANY OTHER SOURCE. IN THIS EVENT, ANY EXCESS COST
INCURRED BY BOMBARDIER AS A RESULT SHALL BE THE RESPONSIBILITY OF THE SUPPLIER AND PAYABLE BY THE SUPPLIER WITHIN 15 DAYS OF DEMAND OR SUCH SUM MAY
BE DEDUCTED FROM MONIES DUE OR TO BECOME DUE TO THE SUPPLIER BY BOMBARDIER. DURING THE WARRANTY PERIOD, IF THE GOODS OR ANY PART OF THE GOODS ARE
FOUND TO BE DEFECTIVE OR FAIL TO MEET THESE ORDER REQUIREMENTS, THE SUPPLIER SHALL, AT HIS OWN EXPENSE, REPLACE AT THE DELIVERY POINT ANY SUCH GOODS
OR PART THEREOF. BOMBARDIER, AT ITS OPTION, MAY REPAIR OR REPLACE SUCH DEFECTIVE GOODS OR PART THEREOF AND CHARGE IT TO THE SUPPLIER. ANY WARRANTY
EXPRESSLY CONTAINED IN THIS ORDER OR IN ANY SPECIAL ATTACHMENT THERETO WILL NOT LIMIT THE APPLICATION OF ANY IMPLIED WARRANTIES, CONDITIONS OR OF ANY
LEGAL WARRANTIES.
4. THE SUPPLIER SHALL BE SOLELY RESPONSIBLE FOR AND WILL FURTHER DEFEND AND INDEMNIFY BOMBARDIER, UPON DEMAND, FROM AND AGAINST ALL CLAIMS, ACTIONS,
LIABILITIES, LOSSES AND EXPENSES (INCLUDING INVESTIGATION EXPENSES AND ATTORNEY FEES INCURRED IN LITIGATION OR BECAUSE OF THE THREAT OF LITIGATION) ,
ARISING OR ALLEGED TO ARISE FROM ACTS OR OMISSIONS OF THE SUPPLIER OR FROM DEFECTS OR ALLEGED DEFECTS, WHETHER LATENT OR PATENT, IN THE GOODS OR
WORKMANSHIP ON THE GOODS OR DEFECTIVE DESIGN OF THE GOODS PURCHASED BY BOMBARDIER FROM THE SUPPLIER.
5. ALL GOODS SUPPLIED UNDER THIS ORDER ARE SUBJECT TO INSPECTION AND ACCEPTANCE BY BOMBARDIER, ITS AGENTS OR ITS CLIENTS AT ORIGIN AND DESTINATION.
ANY INSPECTION AND/OR ACCEPTANCE BY BOMBARDIER, ITS AGENTS OR ITS CLIENTS SHALL NOT RELEASE THE SUPPLIER FROM ITS OBLIGATIONS UNDER SECTION 3 OF THE
PRESENT TERMS AND CONDITIONS. IF THE GOODS OR ANY PART THEREOF ARE CONSIDERED TO BE DEFECTIVE BY BOMBARDIER, THE SUPPLIER SHALL BEAR THE COST OF
INSPECTION AND TRANSPORTATION OF SAID GOODS, IF REQUESTED BY BOMBARDIER, TO HIS FACILITIES. BOMBARDIER RESERVES THE RIGHT TO MAKE REPAIRS ON
DEFECTIVE MATERIAL AND TO CHARGE THE SUPPLIER FOR THE WORK PERFORMED, BASED ON BOMBARDIER'S ANNUAL CHARGEBACK RATE APPLICABLE AT THE TIME OF THE
REPAIRS. SUCH SUM SHALL BECOME DUE AND PAYABLE BY THE SUPPLIER WITHIN FIFTEEN (15) DAYS OF NOTIFICATION FROM BOMBARDIER TO THE SUPPLIER OR SUCH SUM
MAY BE DEDUCTED FROM MONIES DUE OR TO BECOME DUE TO THE SUPPLIER BY BOMBARDIER. BOMBARDIER, ITS AGENTS, ITS CLIENTS AND/OR ITS CONSULTANTS, SHALL
HAVE ACCESS AT ALL REASONABLE TIMES TO THE PLANT AND PREMISES OF THE SUPPLIER. THE GOODS SHALL ONLY BE DELIVERED TO BOMBARDIER UPON BOMBARDIER'S
AUTHORIZATION. IT IS UNDERSTOOD THAT PAYMENT SHALL NOT CONSTITUTE ACCEPTANCE AS TO QUALITY OR QUANTITY AND SHALL NOT RELEASE THE SUPPLIER FROM ALL
OF HIS OBLIGATIONS CONTAINED IN THE PRESENT ORDER AND/OR PROVIDED BY LAW. BOMBARDIER SHALL BE THE FINAL JUDGE OF THE QUALITY AND QUANTITY OF THE
GOODS.
NO PAYMENT WILL BE MADE TO THE SUPPLIER IN RESPECT OF ANY OF THE GOODS WHICH ARE REJECTED AFTER INSPECTION.
6. IF A SAMPLE IS REQUIRED BY THIS ORDER, THE SUPPLIER IS NOT TO PROCEED WITH THE MANUFACTURING OR FURNISHING OF THE BALANCE OF THE GOODS CALLED FOR IN
THIS ORDER UNTIL BOMBARDIER HAS AUTHORIZED SUCH MANUFACTURING OR FURNISHING.
7. BOMBARDIER RESERVES THE RIGHT AT ANY TIME TO MAKE CHANGES TO THE SPECIFICATIONS, DRAWINGS AND/OR QUANTITIES AS TO ANY OF THE GOODS AND/OR WORK
PERTAINING TO THIS ORDER. ANY CHANGE REQUESTED BY BOMBARDIER WILL BE HELD AS ACCEPTED BY THE SUPPLIER, UNLESS, WITHIN (10) DAYS FOLLOWING THE DATE OF
THE CHANGE REQUESTED BY BOMBARDIER, THE SUPPLIER NOTIFIES IN WRITING BOMBARDIER OF THE IMPOSSIBILITY TO PROCEED TO SUCH CHANGE REQUEST. IN ABSENCE
OF THE NOTIFICATION REQUIRED HEREIN, THE SUPPLIER RENOUNCES EXPRESSLY TO CLAIM FROM BOMBARDIER ANY PRICE INCREASE OR DELAY RESULTING DIRECTLY OR
INDIRECTLY FROM THE CHANGE REQUEST.
8. ANY CHANGE OF PRICE OR OF DELIVERY DATES REQUESTED BY THE SUPPLIER SHALL BE NEGOTIATED WITH THE PROCUREMENT DEPARTMENT OF BOMBARDIER. ONLY A
WRITTEN APPROVAL BY BOMBARDIER SHALL AUTHORIZE ANY CHANGES IN PRICE AND DELIVERY DATES.
9. ALL DIES, JIGS, TOOLS, PATTERNS, GAUGES, OR OTHER EQUIPMENT PAID FOR BY BOMBARDIER UNDER THIS ORDER OR FURNISHED BY BOMBARDIER TO THE SUPPLIER, ARE
THE PROPERTY OF BOMBARDIER AND SHALL BE DELIVERED TO BOMBARDIER UPON REQUEST. ALL DRAWINGS, SPECIFICATIONS, TEMPLATES, SAMPLES OR SIMILAR ITEMS
ISSUED BY BOMBARDIER TO THE SUPPLIER FOR THE PURPOSE OF THIS ORDER SHALL BE RETURNED TO BOMBARDIER UPON COMPLETION OR TERMINATION OF THE ORDER.
THIS ORDER AND ALL DRAWINGS, SPECIFICATIONS AND ALL INFORMATION ISSUED, ARE THE CONFIDENTIAL PROPERTY OF BOMBARDIER, FOR AND AFTER THE DURATION OF
THIS ORDER. THE SUPPLIER WILL KEEP PRIVATE SUCH INFORMATION, DRAWINGS AND SPECIFICATIONS AND WILL NOT TRANSMIT THEM TO ANY THIRD PARTY WITHOUT
BOMBARDIER'S PRIOR APPROVAL. THE SUPPLIER SHALL NOT USE THE DRAWINGS, SPECIFICATIONS AND INFORMATION FOR ANY PURPOSE OTHER THAN THIS ORDER WITHOUT
THE PRIOR WRITTEN APPROVAL OF BOMBARDIER. THE SUPPLIER SHALL PRESERVE IN GOOD CONDITION ALL SUCH TECHNICAL DATA AND RETURN THE SAME TO BOMBARDIER
PROMPTLY UPON DEMAND, AND, IN ANY EVENT, UPON COMPLETION OR TERMINATION OF THE ORDER.
10. THE SUPPLIER SHALL OBTAIN, AT ITS EXPENSE, COMPREHENSIVE GENERAL LIABILITY INSURANCE, INCLUDING CONTRACTUAL LIABILITY AND PRODUCTS LIABILITY
COVERING THE SUPPLIER'S PREMISES AND OPERATIONS; SUCH CONTRACTUAL LIABILITY AND PRODUCTS LIABILITY POLICIES SHALL BE ISSUED IN THE RESPECTIVE AMOUNTS
OF US $5,000,000 BODILY INJURY AND US $5,000,000 PROPERTY DAMAGE, SUCH POLICIES SHALL BE ISSUED BY A COMPANY OR COMPANIES SATISFACTORY TO BOMBARDIER.
THE SUPPLIER SHALL FURNISH BOMBARDIER WITH A CERTIFICATE OF INSURANCE CERTIFYING THE EXISTENCE OF THE AFOREMENTIONED INSURANCE. ALL SUCH POLICIES
AND THE CERTIFICATE OF INSURANCE SHALL PROVIDE THAT COVERAGE THEREUNDER SHALL NOT BE TERMINATED OR CHANGED WITHOUT A MINIMUM OF THIRTY (30) DAYS
PRIOR WRITTEN NOTICE TO BOMBARDIER. FURTHER, THE SUPPLIER HEREBY DECLARES AND WARRANTS THAT ALL ASSESSMENTS OR COMPENSATION PAYABLE TO THE
WORKERS' COMPENSATION BOARD (OR THE COMMISSION DE LA SANTE ET DE LA SECURITE DU TRAVAIL (CSST) FOR THE PROVINCE OF QUEBEC OR THE INSTITUTO MEXICANO
DEL SEGURO SOCIAL (IMSS) FOR MEXICO) HAVE BEEN PAID AND, THE SUPPLIER SHALL AT ALL TIMES PAY OR CAUSE TO BE PAID ANY ASSESSMENTS OR COMPENSATION
REQUIRED TO BE PAID PURSUANT TO ANY APPLICABLE WORKERS' COMPENSATION ACT (ACT RESPECTING OCCUPATIONAL HEALTH AND SAFETY FOR THE PROVINCE OF
QUEBEC OR THE LEY FEDERAL DEL TRABAJO AND ANY OTHER LEGISLATION IN MEXICO). PRIOR TO PERFORMING ANY WORK, THE SUPPLIER SHALL PROVIDE TO BOMBARDIER,
IN A FORM ACCEPTABLE TO BOMBARDIER (I.E. CERTIFICATES OF INSURANCE AND/OR LETTERS OF GOOD STANDING AND/OR OTHER DOCUMENTS), SUFFICIENT PROOF THAT IT
IS IN COMPLIANCE WITH THE REQUIREMENTS OF THE PREVIOUS SENTENCE.
11. THE SUPPLIER AGREES AT ANY TIME THAT THE GOODS THAT FORM THE PRESENT ORDER SHALL BE MARKED IN SUCH A WAY AS TO BE READILY RECOGNIZABLE AS THE
SUPPLIER'S PRODUCT AND/OR BOMBARDIER'S PRODUCT.
12. THE SUPPLIER SHALL, UPON BOMBARDIER'S REQUEST, SUSPEND SHIPMENT AND DELIVERY OF THE GOODS AND ALL WORK AND OPERATIONS HEREIN FOR SUCH PERIOD AS
BOMBARDIER MAY REQUEST AND AT NO ADDITIONAL COST TO BOMBARDIER.
13. THE SUPPLIER AGREES TO NOTIFY BOMBARDIER, IN WRITING, AS SOON AS KNOWN AND, IF POSSIBLE, BEFORE THE BEGINNING OF THE DELAY, OF ANY CIRCUMSTANCES OR
EVENTS IN THE NATURE OF FORCE MAJEURE, OR ANY CAUSES REASONABLY BEYOND THE CONTROL OF THE SUPPLIER, WHICH MAY DELAY DELIVERIES AS SPECIFIED. IF THE
NATURE OF THE FORCE MAJEURE SHALL DELAY THE DELIVERY OF THE GOODS, BOMBARDIER CAN EXTEND THE DELIVERY PERIOD OF THE DELAYED GOODS BY A PERIOD OF
TIME EQUAL TO THE DELAY SO CAUSED (AS EVALUATED BY BOMBARDIER), PROVIDED THAT THE SUPPLIER GAVE THE ABOVE MENTIONED NOTICE TO BOMBARDIER.
14. WHERE BOMBARDIER HAS FURNISHED PATTERNS OR OTHER EQUIPMENT FOR USE IN EXECUTING BOMBARDIER'S ORDERS, THE SUPPLIER AGREES TO CAREFULLY CHECK
AND APPROVE THE PATTERNS AND EQUIPMENT BEFORE USING THEM. SUCH PROVISION OF PATTERNS AND EQUIPMENT BY BOMBARDIER SHALL NOT RELEASE THE SUPPLIER
FROM ITS OBLIGATIONS UNDER SECTION 3 OF THE PRESENT TERMS AND CONDITIONS.
15. THE SUPPLIER WARRANTS AND GUARANTEES THAT ALL GOODS OR ANY PARTS THEREOF DELIVERED UNDER THIS ORDER, DO NOT INFRINGE ON ANY VALID PATENT,
COPYRIGHT, TRADEMARK OR INDUSTRIAL DESIGN, FOREIGN OR DOMESTIC, OWNED OR CONTROLLED BY ANY OTHER CORPORATION, FIRM OR PERSON. THE SUPPLIER AGREES
TO HOLD BOMBARDIER, BOMBARDIER'S CLIENT AND BOMBARDIER'S SUCCESSORS IN TITLE TO SAID GOODS HARMLESS AGAINST ANY AND ALL LIABILITIES, LOSSES AND
PO number/buyer code/revision/date Page
4500813883 / A1E / 0 / 30.06.2015 8/ 9
EXPENSES, INCLUDING WITHOUT LIMITATION LEGAL FEES, BY REASON OF ANY CLAIM, ACTION, OR LITIGATION ARISING OUT OF ANY ALLEGED OR ACTUAL INFRINGEMENT OF
ANY PATENT, COPYRIGHT, TRADEMARK OR INDUSTRIAL DESIGN, FOREIGN OR DOMESTIC, RESULTING FROM USE OF OR SALE OF THE GOODS PURCHASED OR ANY PART
THEREOF FURNISHED UNDER THIS ORDER. THE SUPPLIER GUARANTEES THAT THE GOODS FURNISHED UNDER THIS ORDER CAN BE USED CONTINUOUSLY DURING THE
COURSE OF ANY SUCH PROCEEDING.
16. BOMBARDIER MAY, AT ANY TIME, UPON NOTIFICATION TO THE SUPPLIER, REDUCE THE QUANTITIES OF THE GOODS TO BE DELIVERED OR TERMINATE THIS ORDER FOR ALL
OR ANY PART OR PARTS OF THE WORK NOT YET COMPLETED. UPON SUCH NOTIFICATION, THE SUPPLIER SHALL CEASE WORK (INCLUDING THE MANUFACTURING AND/OR
PROCURING OF GOODS FOR THE FULFILLMENT OF THIS ORDER) IN ACCORDANCE WITH AND TO THE EXTENT SPECIFIED IN SUCH NOTICE. ONLY THE WORK COMPLETED BY THE
SUPPLIER HEREUNDER IN ACCORDANCE WITH THE SCHEDULE PROVIDED WITH THIS ORDER AND UP TO THIRTY (30) DAYS FOLLOWING ISSUANCE OF SUCH NOTICE TO
SUPPLIER, PROVIDED THAT SUCH GOODS OR WORKS CANNOT BE UTILIZED, USED OR SOLD TO OTHER CUSTOMERS, AND ALL WORK COMPLETED THEREAFTER, NOT
TERMINATED BY SUCH NOTICE, SHALL BE PAID FOR (SUBJECT TO ACCEPTANCE BY BOMBARDIER IN ACCORDANCE WITH THE PROVISIONS OF THIS ORDER) AND DELIVERED TO
BOMBARDIER ON THE BASIS PROVIDED IN THIS ORDER. UNLESS SPECIFICALLY TERMINATED BY BOMBARDIER, THE SUPPLIER SHALL REMAIN LIABLE FOR THE WARRANTY
OBLIGATIONS INCLUDED OR REFERRED TO IN THIS PURCHASE ORDER WITH RELATION TO THE GOODS OR PART OF THE GOODS OR WORKS COMPLETED. THE SUPPLIER SHALL
HAVE NO CLAIM FOR DAMAGE, COMPENSATION, LOSS OF PROFIT, ALLOWANCE OR OTHERWISE DIRECTLY OR INDIRECTLY ARISING OUT OF ANY ACTION TAKEN OR NOTICE
GIVEN BY BOMBARDIER UNDER OR PURSUANT TO THE PROVISIONS OF THIS CLAUSE EXCEPT AND AS TO THE EXTENT EXPRESSLY PROVIDED FOR BY THIS CLAUSE.
IF THE SUPPLIER BECOMES INSOLVENT, BANKRUPT, COMMITS REPUDIATION OF THE PURCHASE ORDER OR BREACHES ANY PROVISIONS OF THIS PURCHASE ORDER,
BOMBARDIER MAY TERMINATE THE PURCHASE ORDER BY WRITTEN NOTICE TO THE SUPPLIER. THE SUPPLIER SHALL CEASE ALL WORKS AND BOMBARDIER IS ENTITLED TO
TAKE THE BENEFIT OF ANY WORK ALREADY CARRIED OUT OR ANY GOODS COMPLETED, PARTIALLY OR COMPLETELY, BY THE SUPPLIER. IF REQUESTED BY BOMBARDIER, THE
SUPPLIER SHALL DELIVER, AT NO COST TO BOMBARDIER, AND WITHIN THE TIME SPECIFIED BY BOMBARDIER, ALL WORKS AND GOODS YET NOT DELIVERED. THE SUPPLIER
SHALL INDEMNIFY BOMBARDIER FOR ALL DAMAGES AND ANY COST INCURRED BY BOMBARDIER DUE TO THE DEFAULT. THE SUPPLIER SHALL REMAIN LIABLE FOR THE
WARRANTY OBLIGATIONS INCLUDED OR REFERRED TO IN THIS PURCHASE ORDER WITH RELATION TO THE GOODS OR PART OF THE GOODS OR WORKS COMPLETED. THE
SUPPLIER WILL ALSO CONTINUE PERFORMING THE PORTION(S) OF WORK AND PROVIDING GOODS NOT TERMINATED BY THE WRITTEN NOTIFICATION.
17. GOODS SHIPPED IN EXCESS OF SPECIFIED QUANTITIES MAY BE RETURNED TO THE SUPPLIER AT THE SUPPLIER'S EXPENSE.
18. THIS ORDER MAY NOT BE TRANSFERRED, ASSIGNED OR SUBLET WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF BOMBARDIER, AND IT IS AGREED THAT
NOTWITHSTANDING SUCH WRITTEN CONSENT FROM BOMBARDIER, SUPPLIER SHALL REMAIN FULLY RESPONSIBLE FOR THE WORK AND PERFORMANCE OF ANY SUCH
SUBCONTRACTOR OR ASSIGNEE. ANY TRANSFER, ASSIGNMENT OR SUBLEASE MADE WITHOUT EXPRESS BOMBARDIER APPROVAL WILL BE DEEMED NULL AND VOID.
19. NO AGREEMENT OR OTHER UNDERSTANDING IN ANY WAY CHANGING OR ADDING TO THE TERMS OR CONDITIONS EXPRESSED HEREIN SHALL BE BINDING UPON
BOMBARDIER, OR CONFER ANY RIGHTS ON THE SUPPLIER UNLESS IN WRITING AND APPEARING ON THE FACE OF THIS ORDER OR ATTACHED HERETO AND BY REFERENCE
HEREIN MADE A PART HEREOF. ANY SUCH AGREEMENT OR UNDERSTANDING SHALL BE SIGNED AND APPROVED BY A REPRESENTATIVE OF THE PROCUREMENT DEPARTMENT
OF BOMBARDIER. IN THE EVENT OF CONFLICT OR INCONSISTENCY BETWEEN THESE TERMS AND CONDITIONS AND OTHERS APPEARING ON THE FACE OF THIS ORDER OR
ATTACHED HERETO, THE LATTER SHALL TAKE PRECEDENCE.
20. THE SUPPLIER IS LIABLE FOR LOSS AND ADDITIONAL CHARGE IF DELIVERY OF THE GOODS IS DELAYED BEYOND THE SCHEDULE PROVIDED UNDER THIS PURCHASE ORDER.
21. IN ADDITION TO THE RIGHTS OF BOMBARDIER DESCRIBED IN THIS PURCHASE ORDER, IF THE GOODS OR SERVICES ARE NOT RECEIVED OR PERFORMED IN COMPLIANCE
WITH THE PURCHASE ORDER REQUIREMENTS HEREIN, BOMBARDIER HAS THE RIGHT TO CHARGE BACK TO THE SUPPLIER A STANDARD DISRUPTION FEE PER EACH
NON-COMPLIANT GOOD OR SERVICE AT BOMBARDIER'S ANNUAL DISRUPTION RATE APPLICABLE AT THE TIME SUCH NON-COMPLIANCE OCCURS. FURTHERMORE, IF ANY WORK
IS PERFORMED BY BOMBARDIER ON THE GOODS OR IN RELATION WITH THE SERVICES TO ENSURE COMPLIANCE WITH THE PURCHASE ORDER REQUIREMENTS, SUCH WORK
SHALL BE CHARGED BACK TO THE SUPPLIER AT BOMBARDIER'S ANNUAL CHARGEBACK RATE APPLICABLE AT THE TIME SUCH WORK IS PERFORMED. THE TOTAL SUM SHALL
BECOME DUE AND PAYABLE BY THE SUPPLIER WITHIN FIFTEEN (15) DAYS OF NOTIFICATION FROM BOMBARDIER TO THE SUPPLIER OR SUCH SUM MAY BE DEDUCTED FROM
MONIES DUE OR TO BECOME DUE TO THE SUPPLIER BY BOMBARDIER.
22. THE SUPPLIER SHALL ADVISE BOMBARDIER, IN WRITING, OF THE ENDING DATE OF PRODUCTION OF THE GOODS AT LEAST NINETY (90) DAYS PRIOR TO SUCH END DATE.
BOMBARDIER SHALL THEN HAVE THE OPPORTUNITY TO ADJUST THE TOTAL AND FINAL QUANTITY OF ITS ORDER WITHOUT INCURRING A CHANGE IN PRICE OR ANY ADDITIONAL
CHARGES.
23. TITLE OF THE GOODS SHALL BE TRANSFERRED TO BOMBARDIER UPON DELIVERY AT ORIGIN POINT OR ON PAYMENT OF THE GOODS BY BOMBARDIER, WHICHEVER OCCURS
FIRST. THE DESIGNATED INCOTERMS WILL DETERMINE THE TRANSFER OF RISK OF LOSS FOR THE GOODS, EXCEPT IF SPECIFIED OTHERWISE IN THE PRESENT PURCHASE
ORDER. THE SUPPLIER UNDERTAKES TO DELIVER TO BOMBARDIER, AT THE ORIGIN POINT, ALL GOODS FREE AND CLEAR OF ANY PRIVILEGES OR LIENS HELD BY THIRD PARTIES,
AND HEREBY RENOUNCES TO ALL PRIVILEGES AND LIENS IN FAVOR OF BOMBARDIER.
24. UNLESS OTHERWISE STATED IN THIS ORDER, IF THE DESTINATION POINT OF THE GOODS IS LOCATED IN THE PROVINCE OF QUEBEC, ONTARIO OR BRITISH COLUMBIA, ALL
CLAUSES STATED HEREIN SHALL BE RESPECTIVELY GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUEBEC, ONTARIO AND BRITISH
COLUMBIA EXCLUDING THE RULES OF TERRITORIAL COMPETENCE ATTRIBUTION. IF THE DESTINATION POINT OF THE GOODS IS LOCATED IN THE STATE OF VERMONT,
PENNSYLVANIA OR THE STATE OF NEW YORK, ALL CLAUSES STATED HEREIN SHALL BE GOVERNED RESPECTIVELY BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF VERMONT, PENNSYLVANIA OR THE STATE OF NEW YORK EXCLUDING THE RULES OF TERRITORIAL COMPETENCE ATTRIBUTION AND IF THE DESTINATION POINT
OF THE GOODS IS LOCATED IN THE MEXICAN TERRITORY, ALL CLAUSES STATED HEREIN SHALL BE GOVERNED RESPECTIVELY BY AND INTERPRETED IN ACCORDANCE WITH THE
APPLICABLE FEDERAL LAWS OF MEXICO EXCLUDING THE RULES OF TERRITORIAL COMPETENCE ATTRIBUTION. IT IS EXPRESSLY AGREED THAT ANY COMPETENCE
ATTRIBUTION. IT IS EXPRESSLY AGREED THAT ANY PROVISION OF THIS ORDER PROHIBITED BY LAW SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION WITHOUT
INVALIDATING THE REMAINING PROVISIONS OF THIS ORDER. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS (REFERRED TO AS THE “CISG”) AS WELL AS THE PROVISIONS OF THE LAW ON THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS ARE EXCLUDED OF THE TERMS OF THIS PURCHASE ORDER.
25. SUPPLIER'S AND ITS SUBCONTRACTORS' ACCOUNTS, INVOICES, RECORDS, RECEIPTS AND DOCUMENTS RELATING TO THE WORK PERFORMED UNDER THIS ORDER SHALL
AT ALL TIMES, UNTIL THE EXPIRATION OF THREE YEARS FOLLOWING DELIVERY OF THE LAST ITEM, BE OPEN TO AUDIT AND INSPECTION BY BOMBARDIER.
26. THE SUPPLIER SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE, PROVINCIAL, MUNICIPAL AND LOCAL LAWS AND REGULATIONS AND MORE PARTICULARLY
ENVIRONMENTAL LAWS AND REGULATIONS.
27. IN ALL EVENTS, THE SUPPLIER SHALL CONTINUE TO PERFORM ITS WORK UNLESS BOMBARDIER NOTIFIES THE SUPPLIER TO STOP OR SUSPEND PERFORMING THE WORK.
ACCORDINGLY, PENDING PRELIMINARY OR FINAL RESOLUTION OF ANY DISPUTE, THROUGH SETTLEMENT BETWEEN THE PARTIES OR JUDGMENT FROM A COURT, THE SUPPLIER
SHALL PROCEED DILIGENTLY WITH THE PERFORMANCE OF THIS PURCHASE ORDER.
28. STARTING SEPTEMBER 1ST, 2009, THE PRESENT TERMS AND CONDITIONS SHALL APPLY TO ALL PURCHASE ORDERS AND/OR REVISED PURCHASE ORDERS. HOWEVER, THE
GOODS ORDERED BY BOMBARDIER UNDER THE PAST TERMS AND CONDITIONS ATTACHED TO PURCHASE ORDERS (TC 9999) SHALL REMAIN GOVERNED BY THESE PAST TERMS
AND CONDITIONS.
29. IF THE SUPPLIER AND BOMBARDIER HAVE EXECUTED, PRIOR TO THE ISSUANCE OF THIS PURCHASE ORDER, BOTH GENERAL TERMS AND CONDITIONS (GTC) AND SPECIFIC
TERMS AND CONDITIONS (STC) FOR THE GOODS SPECIFIED UNDER THE PRESENT PURCHASE ORDER, THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER (TC 9998) SHALL
NOT BE APPLICABLE BETWEEN THE SUPPLIER AND BOMBARDIER.
30. THE SUPPLIER SHALL COMPLY WITH THE BOMBARDIER SUPPLIER CODE OF CONDUCT. THE SUPPLIER ACKNOWLEDGES READING THE BOMBARDIER SUPPLIER CODE OF
CONDUCT AND AGREES, AT ALL TIMES DURING THE EXECUTION OF THIS PURCHASE ORDER, TO ACT IN CONFORMANCE WITH IT. THE BOMBARDIER SUPPLIER CODE OF
CONDUCT IS AVAILABLE AT: http://www.bombardier.com/en/governance/supplier-code-of-conduct.html.
31. THE 2014 CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER ANYWHERE, EXCEPT IN MEXICO, SHALL BE OF 131.2$ USD/HOUR. NOTWITHSTANDING
THE ABOVE, IF THE CURRENCY OF PAYMENT OF THE CURRENT PURCHASE ORDER IS CANADIAN DOLLAR, THE CHARGE BACK RATE SHALL BE OF 131.2$ CAD/HOUR. THE 2014
CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER IN MEXICO, SHALL BE OF 37$ USD/HOUR. NOTWITHSTANDING THE ABOVE, IF THE CURRENCY OF
PAYMENT OF THE CURRENT PURCHASE ORDER IS MEXICAN PESO, THE CHARGE BACK RATE SHALL BE OF 510 MEXICAN PESOS/HOUR.
THE 2013 CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER ANYWHERE, EXCEPT IN MEXICO, SHALL BE OF 128USD/HOUR. NOTWITHSTANDING THE
ABOVE, IF THE CURRENCY OF PAYMENT OF THE CURRENT PURCHASE ORDER IS CANADIAN DOLLAR, THE CHARGE BACK RATE SHALL BE OF 128CAD/HOUR. THE 2013 CHARGE
BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER IN MEXICO, SHALL BE OF 36$ USD/HOUR. NOTWITHSTANDING THE ABOVE, IF THE CURRENCY OF PAYMENT OF
THE CURRENT PURCHASE ORDER IS MEXICAN PESO, THE CHARGE BACK RATE SHALL BE OF 498 MEXICAN PESOS/HOUR.
THE 2012 CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER ANYWHERE, EXCEPT IN MEXICO, SHALL BE OF 128USD/HOUR. NOTWITHSTANDING THE
ABOVE, IF THE CURRENCY OF PAYMENT OF THE CURRENT PURCHASE ORDER IS CANADIAN DOLLAR, THE CHARGE BACK RATE SHALL BE OF 128CAD/HOUR. THE 2012 CHARGE
BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER IN MEXICO, SHALL BE OF 36$ USD/HOUR. NOTWITHSTANDING THE ABOVE, IF THE CURRENCY OF PAYMENT OF
THE CURRENT PURCHASE ORDER IS MEXICAN PESO, THE CHARGE BACK RATE SHALL BE OF 498 MEXICAN PESOS/HOUR.
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32. DISRUPTION FEE
THE BOMBARDIER'S STANDARD DISRUPTION RATE FOR:
2014 - 166$ USD ....165$ CAD ..... 2050 MEXICAN PESOS.
2013 - 162$ USD ....161$ CAD ..... 2000 MEXICAN PESOS.
2012 - 162$ USD ....161$ CAD ..... 2000 MEXICAN PESOS.
PO number/buyer code/revision/date
4500813883 / A1E / 0 / 30.06.2015
Please fill and return this acknowledgement to the Purchasing Agent who issued this Purchasing Document, within
10 days of receipt.
____________________________________________________________________________________________
________
We have received your Purchase Document number 4500813883 / 0 dated 21.04.2015 for a total of 9.490,00 USD
and including 9 pages. We have also received or accessed all documents which are stated on the Purchasing
document.
Comments :
____________________________________________________________________________________________
________
Jul-3-2015
____________________________________________________________________________________________
________
DATE: SIGNATURE:
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
www.bombardier.com
TEL 450-441-2020
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
Page 1 / 6
Oring Industrial Networking Corp. PO number/buyer code/revision/date Page
3F., No.542-2, Zhongzheng Rd. 4500639514 / A4S / 4 / 14.05.2014 2/ 6
23148 NEW TAIPEI CITY-XINDIAN DIST.,
Bombardier Transportation
Plant VCM BT - St-Bruno CA15
Georg Denoix
1101 Parent Street
St-Bruno-1A-054 QC J3V 6E6
***PO quantity changed ***
TRANSPORTATION
Bombardier Transportation Canada Inc.
1101 Parent Street
Saint-Bruno, Québec, Canada J3V 6E6
TEL 450-441-2020
PO number/buyer code/revision/date Page
4500639514 / A4S / 4 / 14.05.2014 3/ 6
TERMS AND CONDITIONS OF PURCHASE ORDER (TC9998)
THE FOLLOWING TERMS AND CONDITIONS ARE APPLICABLE FOR THE DELIVERY OF GOODS UNDER THIS
PURCHASE ORDER:
1. ON RECEIPT OF THE PRESENT PURCHASE ORDER AND ITS TERMS AND CONDITIONS, THE SUPPLIER UNDERTAKES TO TRANSMIT TO BOMBARDIER A WRITTEN
ACKNOWLEDGEMENT OF THE PRESENT PURCHASE ORDER WHICH WILL ACT AS THE ACCEPTANCE OF THE PRESENT PURCHASE ORDER AND OF ALL ITS TERMS AND
CONDITIONS BY THE SUPPLIER. THIS ACKNOWLEDGEMENT WILL BE FORMED BY THE SIGNATURE OF THE SUPPLIER REPRESENTATIVE ON THE ACKNOWLEDGEMENT FORM
ATTACHED TO THE PURCHASE ORDER OR EITHER A SEPARATE WRITTEN ACKNOWLEDGEMENT WHICH WILL EXPRESSLY REFER TO THIS PURCHASE ORDER. THE SUPPLIER WILL
TRANSMIT THE ACKNOWLEDGEMENT IN A WRITTEN FORM TO BOMBARDIER. THIS PURCHASE ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS AND CONDITIONS
INCLUDED IN THIS PURCHASE ORDER. ANY MODIFICATION OF THE TERMS AND CONDITIONS WILL BE DEEMED REFUSED BY BOMBARDIER UNLESS THERE IS A FORMAL
ACCEPTANCE IN WRITING BY BOMBARDIER. FAILING THE RECEIPT, BY BOMBARDIER, OF THE WRITTEN ACKNOWLEDGEMENT OF THE SUPPLIER, THE DELIVERY, EVEN PARTIAL,
OF THE GOODS, INCLUDING THE DELIVERY OF ONE SINGLE PIECE, WILL BE CONSIDERED AS THE ACCEPTANCE OF THE PURCHASE ORDER, INCLUDING ALL ITS TERMS AND
CONDITIONS, BY THE SUPPLIER. FURTHERMORE, BOMBARDIER RESERVES THE RIGHT TO WITHHOLD PAYMENT TO THE SUPPLIER PENDING WRITTEN ACKNOWLEDGEMENT.
2. UNLESS OTHERWISE SPECIFIED IN THIS PURCHASE ORDER, THE WARRANTY FOR THE GOODS DELIVERED UNDER THIS PURCHASE ORDER SHALL BE OF TWO (2) YEARS FROM
THE BEGINNING OF REVENUE SERVICE (IF THE GOODS ARE INCORPORATED INTO VEHICLES/TRAINS) OR THREE (3) YEARS FROM DELIVERY OF GOODS TO BOMBARDIER,
WHICHEVER PERIOD ENDS FIRST.
3. THE SUPPLIER EXPRESSLY RECOGNIZES THAT HE HAS FULL KNOWLEDGE OF THE INTENDED USE OF THE GOODS, MATERIAL, EQUIPMENT AND PARTS (HEREAFTER CALLED
"THE GOODS") TO BE DELIVERED IN ACCORDANCE WITH THIS ORDER. THE SUPPLIER WARRANTS THAT THE GOODS WILL CONFORM TO ANY SAMPLE, SPECIFICATIONS,
DRAWINGS OR OTHER DESCRIPTION FURNISHED BY BOMBARDIER OR REFERENCED TO HEREIN. IT IS UNDERSTOOD THAT SUCH REQUIREMENT DOES NOT PRECLUDE THE
SUPPLIER TO DELIVER GOODS WHICH ARE FIT FOR THEIR SPECIFIC PURPOSE. THE SUPPLIER WARRANTS THAT THE GOODS WILL BE FREE FROM ANY DEFECT, WILL BE
DELIVERED IN ACCORDANCE WITH THE DELIVERY DATES SPECIFIED AND WARRANTS THAT HE WILL RESPECT ALL TERMS AND CONDITIONS OF THE PRESENT ORDER.
OTHERWISE, BOMBARDIER MAY CANCEL THIS ORDER WITHOUT ANY COST AND PURCHASE THE GOODS FROM ANY OTHER SOURCE. IN THE EVENT OF SUCH CANCELLATION,
AND IF REQUESTED TO DO SO BY BOMBARDIER, THE SUPPLIER SHALL DELIVER TO BOMBARDIER WITHIN THE TIME SPECIFIED BY IT, WITHOUT ADDITIONAL COST, ANY
OVERHAULED GOODS (AS DEFINED IN SECTION 20 HEREIN) YET UNDELIVERED (FINISHED OR UNFINISHED). IF THE SUPPLIER FAILS TO DELIVER THE OVERHAULED GOODS
WITHIN THE TIME SPECIFIED, BOMBARDIER SHALL BE ENTITLED TO REMOVE THE OVERHAULED GOODS FROM THE SUPPLIER'S PREMISES. ADDITIONALLY, ANY EXCESS COST
INCURRED BY BOMBARDIER AS A RESULT OF SUCH CANCELLATION SHALL BE THE RESPONSIBILITY OF THE SUPPLIER AND PAYABLE BY THE SUPPLIER WITHIN 15 DAYS OF
DEMAND OR SUCH SUM MAY BE DEDUCTED FROM MONIES DUE OR TO BECOME DUE TO THE SUPPLIER BY BOMBARDIER. DURING THE WARRANTY PERIOD, IF THE GOODS OR
ANY PART OF THE GOODS ARE FOUND TO BE DEFECTIVE OR FAIL TO MEET THESE ORDER REQUIREMENTS, THE SUPPLIER SHALL, AT HIS OWN EXPENSE, REPLACE AT THE
DELIVERY POINT ANY SUCH GOODS OR PART THEREOF. BOMBARDIER, AT ITS OPTION, MAY REPAIR OR REPLACE SUCH DEFECTIVE GOODS OR PART THEREOF AND CHARGE IT
TO THE SUPPLIER. ANY WARRANTY EXPRESSLY CONTAINED IN THIS ORDER OR IN ANY SPECIAL ATTACHMENT THERETO WILL NOT LIMIT THE APPLICATION OF ANY IMPLIED
WARRANTIES, CONDITIONS OR OF ANY LEGAL WARRANTIES.
4. THE SUPPLIER SHALL BE SOLELY RESPONSIBLE FOR AND WILL FURTHER DEFEND AND INDEMNIFY BOMBARDIER, UPON DEMAND, FROM AND AGAINST ALL CLAIMS, ACTIONS,
LIABILITIES, LOSSES AND EXPENSES (INCLUDING INVESTIGATION EXPENSES AND ATTORNEY FEES INCURRED IN LITIGATION OR BECAUSE OF THE THREAT OF LITIGATION) ,
ARISING OR ALLEGED TO ARISE FROM ACTS OR OMISSIONS OF THE SUPPLIER OR FROM DEFECTS OR ALLEGED DEFECTS, WHETHER LATENT OR PATENT, IN THE GOODS OR
WORKMANSHIP ON THE GOODS OR DEFECTIVE DESIGN OF THE GOODS PURCHASED BY BOMBARDIER FROM THE SUPPLIER.
5. ALL GOODS SUPPLIED UNDER THIS ORDER ARE SUBJECT TO INSPECTION AND ACCEPTANCE BY BOMBARDIER, ITS AGENTS OR ITS CLIENTS AT ORIGIN AND DESTINATION.
ANY INSPECTION AND/OR ACCEPTANCE BY BOMBARDIER, ITS AGENTS OR ITS CLIENTS SHALL NOT RELEASE THE SUPPLIER FROM ITS OBLIGATIONS UNDER SECTION 3 OF THE
PRESENT TERMS AND CONDITIONS. IF THE GOODS OR ANY PART THEREOF ARE CONSIDERED TO BE DEFECTIVE BY BOMBARDIER, THE SUPPLIER SHALL BEAR THE COST OF
INSPECTION AND TRANSPORTATION OF SAID GOODS, IF REQUESTED BY BOMBARDIER, TO HIS FACILITIES. BOMBARDIER RESERVES THE RIGHT TO MAKE REPAIRS ON
DEFECTIVE MATERIAL AND TO CHARGE THE SUPPLIER FOR THE WORK PERFORMED, BASED ON BOMBARDIER'S ANNUAL CHARGEBACK RATE APPLICABLE AT THE TIME OF THE
REPAIRS. SUCH SUM SHALL BECOME DUE AND PAYABLE BY THE SUPPLIER WITHIN FIFTEEN (15) DAYS OF NOTIFICATION FROM BOMBARDIER TO THE SUPPLIER OR SUCH SUM
MAY BE DEDUCTED FROM MONIES DUE OR TO BECOME DUE TO THE SUPPLIER BY BOMBARDIER. BOMBARDIER, ITS AGENTS, ITS CLIENTS AND/OR ITS CONSULTANTS, SHALL
HAVE ACCESS AT ALL REASONABLE TIMES TO THE PLANT AND PREMISES OF THE SUPPLIER. THE GOODS SHALL ONLY BE DELIVERED TO BOMBARDIER UPON BOMBARDIER'S
AUTHORIZATION. IT IS UNDERSTOOD THAT PAYMENT SHALL NOT CONSTITUTE ACCEPTANCE AS TO QUALITY OR QUANTITY AND SHALL NOT RELEASE THE SUPPLIER FROM ALL
OF HIS OBLIGATIONS CONTAINED IN THE PRESENT ORDER AND/OR PROVIDED BY LAW. BOMBARDIER SHALL BE THE FINAL JUDGE OF THE QUALITY AND QUANTITY OF THE
GOODS. NO PAYMENT WILL BE MADE TO THE SUPPLIER IN RESPECT OF ANY OF THE GOODS WHICH ARE REJECTED AFTER INSPECTION.
6. IF A SAMPLE IS REQUIRED BY THIS ORDER, THE SUPPLIER IS NOT TO PROCEED WITH THE MANUFACTURING OR FURNISHING OF THE BALANCE OF THE GOODS CALLED FOR IN
THIS ORDER UNTIL BOMBARDIER HAS AUTHORIZED SUCH MANUFACTURING OR FURNISHING.
7. BOMBARDIER RESERVES THE RIGHT AT ANY TIME TO MAKE CHANGES TO THE SPECIFICATIONS, DRAWINGS AND/OR QUANTITIES AS TO ANY OF THE GOODS AND/OR WORK
PERTAINING TO THIS ORDER. ANY CHANGE REQUESTED BY BOMBARDIER WILL BE HELD AS ACCEPTED BY THE SUPPLIER, UNLESS, WITHIN (10) DAYS FOLLOWING THE DATE OF
THE CHANGE REQUESTED BY BOMBARDIER, THE SUPPLIER NOTIFIES IN WRITING BOMBARDIER OF THE IMPOSSIBILITY TO PROCEED TO SUCH CHANGE REQUEST. IN ABSENCE
OF THE NOTIFICATION REQUIRED HEREIN, THE SUPPLIER RENOUNCES EXPRESSLY TO CLAIM FROM BOMBARDIER ANY PRICE INCREASE OR DELAY RESULTING DIRECTLY OR
INDIRECTLY FROM THE CHANGE REQUEST.
8. ANY CHANGE OF PRICE OR OF DELIVERY DATES REQUESTED BY THE SUPPLIER SHALL BE NEGOTIATED WITH THE PROCUREMENT DEPARTMENT OF BOMBARDIER. ONLY A
WRITTEN APPROVAL BY BOMBARDIER SHALL AUTHORIZE ANY CHANGES IN PRICE AND DELIVERY DATES.
9. ALL DIES, JIGS, TOOLS, PATTERNS, GAUGES, OR OTHER EQUIPMENT PAID FOR BY BOMBARDIER UNDER THIS ORDER OR FURNISHED BY BOMBARDIER TO THE SUPPLIER, ARE
THE PROPERTY OF BOMBARDIER AND SHALL BE DELIVERED TO BOMBARDIER UPON REQUEST. ALL DRAWINGS, SPECIFICATIONS, TEMPLATES, SAMPLES OR SIMILAR ITEMS
ISSUED BY BOMBARDIER TO THE SUPPLIER FOR THE PURPOSE OF THIS ORDER SHALL BE RETURNED TO BOMBARDIER UPON COMPLETION OR TERMINATION OF THE ORDER.
THIS ORDER AND ALL DRAWINGS, SPECIFICATIONS AND ALL INFORMATION ISSUED, ARE THE CONFIDENTIAL PROPERTY OF BOMBARDIER, FOR AND AFTER THE DURATION OF
THIS ORDER. THE SUPPLIER WILL KEEP PRIVATE SUCH INFORMATION, DRAWINGS, SPECIFICATIONS AS WELL AS SUCH DIES, JIGS, TOOLS, PATTERNS, GAUGES, OR OTHER
EQUIPMENT PAID FOR BY BOMBARDIER AND WILL NOT TRANSMIT THEM TO ANY THIRD PARTY WITHOUT BOMBARDIER'S PRIOR APPROVAL. THE SUPPLIER SHALL NOT USE THE
DRAWINGS, SPECIFICATIONS, INFORMATION AND ANY SUCH DIES, JIGS, TOOLS, PATTERNS, GAUGES, OR OTHER EQUIPMENT PAID FOR BY BOMBARDIER FOR ANY PURPOSE
OTHER THAN THIS ORDER WITHOUT THE PRIOR WRITTEN APPROVAL OF BOMBARDIER. THE SUPPLIER SHALL PRESERVE IN GOOD CONDITION ALL SUCH TECHNICAL DATA AND
RETURN THE SAME TO BOMBARDIER PROMPTLY UPON DEMAND, AND, IN ANY EVENT, UPON COMPLETION OR TERMINATION OF THE ORDER.
10. THE SUPPLIER SHALL OBTAIN, AT ITS EXPENSE, COMPREHENSIVE GENERAL LIABILITY INSURANCE, INCLUDING CONTRACTUAL LIABILITY AND PRODUCTS LIABILITY
COVERING THE SUPPLIER'S PREMISES AND OPERATIONS; SUCH CONTRACTUAL LIABILITY AND PRODUCTS LIABILITY POLICIES SHALL BE ISSUED IN THE RESPECTIVE AMOUNTS
OF US$5,000,000 BODILY INJURY AND US $5,000,000 PROPERTY DAMAGE, SUCH POLICIES SHALL BE ISSUED BY A COMPANY OR COMPANIES SATISFACTORY TO BOMBARDIER.
THE SUPPLIER SHALL FURNISH BOMBARDIER WITH A CERTIFICATE OF INSURANCE CERTIFYING THE EXISTENCE OF THE AFOREMENTIONED INSURANCE. ALL SUCH POLICIES
AND THE CERTIFICATE OF INSURANCE SHALL PROVIDE THAT COVERAGE THEREUNDER SHALL NOT BE TERMINATED OR CHANGED WITHOUT A MINIMUM OF THIRTY (30) DAYS
PRIOR WRITTEN NOTICE TO BOMBARDIER. FURTHER, THE SUPPLIER HEREBY DECLARES AND WARRANTS THAT ALL ASSESSMENTS OR COMPENSATION PAYABLE TO THE
WORKERS' COMPENSATION BOARD (OR THE COMMISSION DE LA SANTE ET DE LA SECURITE DU TRAVAIL (CSST) FOR THE PROVINCE OF QUEBEC OR THE INSTITUTO MEXICANO
DEL SEGURO SOCIAL (IMSS) FOR MEXICO) HAVE BEEN PAID AND, THE SUPPLIER SHALL AT ALL TIMES PAY OR CAUSE TO BE PAID ANY ASSESSMENTS OR COMPENSATION
REQUIRED TO BE PAID PURSUANT TO ANY APPLICABLE WORKERS' COMPENSATION ACT (ACT RESPECTING OCCUPATIONAL HEALTH AND SAFETY FOR THE PROVINCE OF
QUEBEC OR THE LEY FEDERAL DEL TRABAJO AND ANY OTHER LEGISLATION IN MEXICO). PRIOR TO PERFORMING ANY WORK, THE SUPPLIER SHALL PROVIDE TO BOMBARDIER,
IN A FORM ACCEPTABLE TO BOMBARDIER (I.E. CERTIFICATES OF INSURANCE AND/OR LETTERS OF GOOD STANDING AND/OR OTHER DOCUMENTS), SUFFICIENT PROOF THAT IT
IS IN COMPLIANCE WITH THE REQUIREMENTS OF THE PREVIOUS SENTENCE.
11. THE SUPPLIER AGREES AT ANY TIME THAT THE GOODS THAT FORM THE PRESENT ORDER SHALL BE MARKED IN SUCH A WAY AS TO BE READILY RECOGNIZABLE AS THE
SUPPLIER'S PRODUCT AND/OR BOMBARDIER'S PRODUCT.
12. THE SUPPLIER SHALL, UPON BOMBARDIER'S REQUEST, SUSPEND SHIPMENT AND DELIVERY OF THE GOODS AND ALL WORK AND OPERATIONS HEREIN FOR SUCH PERIOD AS
BOMBARDIER MAY REQUEST AND AT NO ADDITIONAL COST TO BOMBARDIER.
13. THE SUPPLIER AGREES TO NOTIFY BOMBARDIER, IN WRITING, AS SOON AS KNOWN AND, IF POSSIBLE, BEFORE THE BEGINNING OF THE DELAY, OF ANY CIRCUMSTANCES OR
EVENTS IN THE NATURE OF FORCE MAJEURE, OR ANY CAUSES REASONABLY BEYOND THE CONTROL OF THE SUPPLIER, WHICH MAY DELAY DELIVERIES AS SPECIFIED. IF THE
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NATURE OF THE FORCE MAJEURE SHALL DELAY THE DELIVERY OF THE GOODS, BOMBARDIER CAN EXTEND THE DELIVERY PERIOD OF THE DELAYED GOODS BY A PERIOD OF
TIME EQUAL TO THE DELAY SO CAUSED (AS EVALUATED BY BOMBARDIER), PROVIDED THAT THE SUPPLIER GAVE THE ABOVE MENTIONED NOTICE TO BOMBARDIER.
14. WHERE BOMBARDIER HAS FURNISHED PATTERNS OR OTHER EQUIPMENT FOR USE IN EXECUTING BOMBARDIER'S ORDERS, THE SUPPLIER AGREES TO CAREFULLY CHECK
AND APPROVE THE PATTERNS AND EQUIPMENT BEFORE USING THEM. SUCH PROVISION OF PATTERNS AND EQUIPMENT BY BOMBARDIER SHALL NOT RELEASE THE SUPPLIER
FROM ITS OBLIGATIONS UNDER SECTION 3 OF THE PRESENT TERMS AND CONDITIONS.
15. THE SUPPLIER WARRANTS AND GUARANTEES THAT ALL GOODS OR ANY PARTS THEREOF DELIVERED UNDER THIS ORDER, DO NOT INFRINGE ON ANY VALID PATENT,
COPYRIGHT, TRADEMARK OR INDUSTRIAL DESIGN, FOREIGN OR DOMESTIC, OWNED OR CONTROLLED BY ANY OTHER CORPORATION, FIRM OR PERSON. THE SUPPLIER AGREES
TO HOLD BOMBARDIER, BOMBARDIER'S CLIENT AND BOMBARDIER'S SUCCESSORS IN TITLE TO SAID GOODS HARMLESS AGAINST ANY AND ALL LIABILITIES, LOSSES AND
EXPENSES, INCLUDING WITHOUT LIMITATION LEGAL FEES, BY REASON OF ANY CLAIM, ACTION, OR LITIGATION ARISING OUT OF ANY ALLEGED OR ACTUAL INFRINGEMENT OF
ANY PATENT, COPYRIGHT, TRADEMARK OR INDUSTRIAL DESIGN, FOREIGN OR DOMESTIC, RESULTING FROM USE OF OR SALE OF THE GOODS PURCHASED OR ANY PART
THEREOF FURNISHED UNDER THIS ORDER. THE SUPPLIER GUARANTEES THAT THE GOODS FURNISHED UNDER THIS ORDER CAN BE USED CONTINUOUSLY DURING THE
COURSE OF ANY SUCH PROCEEDING.
16. BOMBARDIER MAY, AT ANY TIME, UPON NOTIFICATION TO THE SUPPLIER, REDUCE THE QUANTITIES OF THE GOODS TO BE DELIVERED OR TERMINATE THIS ORDER FOR ALL
OR ANY PART OR PARTS OF THE WORK NOT YET COMPLETED. UPON SUCH NOTIFICATION, THE SUPPLIER SHALL CEASE WORK (INCLUDING THE MANUFACTURING AND/OR
PROCURING OF GOODS FOR THE FULFILLMENT OF THIS ORDER) IN ACCORDANCE WITH AND TO THE EXTENT SPECIFIED IN SUCH NOTICE. ONLY THE WORK COMPLETED BY THE
SUPPLIER HEREUNDER IN ACCORDANCE WITH THE SCHEDULE PROVIDED WITH THIS ORDER AND UP TO THIRTY (30) DAYS FOLLOWING ISSUANCE OF SUCH NOTICE TO
SUPPLIER, PROVIDED THAT SUCH GOODS OR WORKS CANNOT BE UTILIZED, USED OR SOLD TO OTHER CUSTOMERS, AND ALL WORK COMPLETED THEREAFTER, NOT
TERMINATED BY SUCH NOTICE, SHALL BE PAID FOR (SUBJECT TO ACCEPTANCE BY BOMBARDIER IN ACCORDANCE WITH THE PROVISIONS OF THIS ORDER) AND DELIVERED TO
BOMBARDIER ON THE BASIS PROVIDED IN THIS ORDER. UNLESS SPECIFICALLY TERMINATED BY BOMBARDIER, THE SUPPLIER SHALL REMAIN LIABLE FOR THE WARRANTY
OBLIGATIONS INCLUDED OR REFERRED TO IN THIS PURCHASE ORDER WITH RELATION TO THE GOODS OR PART OF THE GOODS OR WORKS COMPLETED. THE SUPPLIER SHALL
HAVE NO CLAIM FOR DAMAGE, COMPENSATION, LOSS OF PROFIT, ALLOWANCE OR OTHERWISE DIRECTLY OR INDIRECTLY ARISING OUT OF ANY ACTION TAKEN OR NOTICE
GIVEN BY BOMBARDIER UNDER OR PURSUANT TO THE PROVISIONS OF THIS CLAUSE EXCEPT AND AS TO THE EXTENT EXPRESSLY PROVIDED FOR BY THIS CLAUSE. IN THE
EVENT THE SUPPLIER'S SCOPE OF WORK INCLUDES OVERHAULED GOODS AS DEFINED IN SECTION 20 HEREIN AND THE ORDER IS TERMINATED AS DESCRIBED IN THE
PREVIOUS PARAGRAPH, THE OVERHAULED GOODS SHALL BE RETURNED TO BOMBARDIER AT THE LATEST WITHIN THIRTY (30) DAYS OF RECEIPT OF THE NOTICE OF
TERMINATION. IF THE SUPPLIER FAILS TO DELIVER THE OVERHAULED GOODS WITHIN THE TIME SPECIFIED, BOMBARDIER SHALL BE ENTITLED TO REMOVE SUCH OVERHAULED
GOODS, (FINISHED OR UNFINISHED) FROM THE SUPPLIER PREMISES. IF THE SUPPLIER BECOMES INSOLVENT, BANKRUPT, COMMITS REPUDIATION OF THE PURCHASE ORDER
OR BREACHES ANY PROVISIONS OF THIS PURCHASE ORDER, BOMBARDIER MAY TERMINATE THE PURCHASE ORDER BY WRITTEN NOTICE TO THE SUPPLIER. THE SUPPLIER
SHALL CEASE ALL WORKS AND BOMBARDIER IS ENTITLED TO TAKE THE BENEFIT OF ANY WORK ALREADY CARRIED OUT OR ANY GOODS COMPLETED, PARTIALLY OR
COMPLETELY, BY THE SUPPLIER. IF REQUESTED BY BOMBARDIER, THE SUPPLIER SHALL DELIVER, AT NO COST TO BOMBARDIER, AND WITHIN THE TIME SPECIFIED BY
BOMBARDIER, ALL WORKS AND GOODS YET NOT DELIVERED. THE SUPPLIER SHALL INDEMNIFY BOMBARDIER FOR ALL DAMAGES AND ANY COST INCURRED BY BOMBARDIER
DUE TO THE DEFAULT. THE SUPPLIER SHALL REMAIN LIABLE FOR THE WARRANTY OBLIGATIONS INCLUDED OR REFERRED TO IN THIS PURCHASE ORDER WITH RELATION TO THE
GOODS OR PART OF THE GOODS OR WORKS COMPLETED. THE SUPPLIER WILL ALSO CONTINUE PERFORMING THE PORTION(S) OF WORK AND PROVIDING GOODS NOT
TERMINATED BY THE WRITTEN NOTIFICATION.
17. GOODS SHIPPED IN EXCESS OF SPECIFIED QUANTITIES MAY BE RETURNED TO THE SUPPLIER AT THE SUPPLIER'S EXPENSE.
18. THIS ORDER MAY NOT BE TRANSFERRED, ASSIGNED OR SUBLET WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF BOMBARDIER, AND IT IS AGREED THAT
NOTWITHSTANDING SUCH WRITTEN CONSENT FROM BOMBARDIER, SUPPLIER SHALL REMAIN FULLY RESPONSIBLE FOR THE WORK AND PERFORMANCE OF ANY SUCH
SUBCONTRACTOR OR ASSIGNEE. ANY TRANSFER, ASSIGNMENT OR SUBLEASE MADE WITHOUT EXPRESS BOMBARDIER APPROVAL WILL BE DEEMED NULL AND VOID.
19. NO AGREEMENT OR OTHER UNDERSTANDING IN ANY WAY CHANGING OR ADDING TO THE TERMS OR CONDITIONS EXPRESSED HEREIN SHALL BE BINDING UPON
BOMBARDIER, OR CONFER ANY RIGHTS ON THE SUPPLIER UNLESS IN WRITING AND APPEARING ON THE FACE OF THIS ORDER OR ATTACHED HERETO AND BY REFERENCE
HEREIN MADE A PART HEREOF. ANY SUCH AGREEMENT OR UNDERSTANDING SHALL BE SIGNED AND APPROVED BY A REPRESENTATIVE OF THE PROCUREMENT DEPARTMENT
OF BOMBARDIER. IN THE EVENT OF CONFLICT OR INCONSISTENCY BETWEEN THESE TERMS AND CONDITIONS AND OTHERS APPEARING ON THE FACE OF THIS ORDER OR
ATTACHED HERETO, THE LATTER SHALL TAKE PRECEDENCE.
20. THE SUPPLIER IS LIABLE FOR LOSS AND ADDITIONAL CHARGE IF DELIVERY OF THE GOODS IS DELAYED BEYOND THE SCHEDULE PROVIDED UNDER THIS PURCHASE ORDER.
IN THE EVENT THE SCOPE OF WORK REQUIRES THE SUPPLIER TO CLEAN, INSPECT AND TEST GOODS WHICH HAVE BEEN STRIPPED FROM THE VEHICLE BY BOMBARDIER AND
REPAIR OR REPLACE THEM AS REQUIRED OR AS NEEDED (THE "OVERHAULED GOODS"), AS THE CASE MAY BE, THE SUPPLIER SHALL HAVE A SPECIFIC NUMBER OF DAYS, AS
SPECIFIED IN THIS PURCHASE ORDER, FROM THE RECEPTION OF THE STRIPPED GOODS AT THE SUPPLIER'S FACILITY INDICATED UNDER THIS PURCHASE ORDER TO PERFORM
SUCH CLEANING, INSPECTION, TESTING, REPAIR OR REPLACEMENT ON OR TO THE GOODS (THE "OVERHAUL WORK") AND RETURN THE OVERHAULED GOODS TO BOMBARDIER
AT BOMBARDIER'S FACILITY SPECIFIED ON THE PURCHASE ORDER IN AN OVERHAULED CONDITION ACCEPTABLE TO BOMBARDIER (THE "TURN AROUND TIME"). THE SUPPLIER IS
LIABLE FOR LOSS AND ADDITIONAL CHARGE IF DELIVERY OF THE OVERHAULED GOODS IS DELAYED BEYOND THE TURN AROUND TIME PROVIDED UNDER THIS PURCHASE
ORDER.
21. IN ADDITION TO THE RIGHTS OF BOMBARDIER DESCRIBED IN THIS PURCHASE ORDER, IF THE GOODS OR SERVICES ARE NOT RECEIVED OR PERFORMED IN COMPLIANCE
WITH THE PURCHASE ORDER REQUIREMENTS HEREIN, BOMBARDIER HAS THE RIGHT TO CHARGE BACK TO THE SUPPLIER A STANDARD DISRUPTION FEE PER EACH
NON-COMPLIANT GOOD OR SERVICE AT BOMBARDIER'S ANNUAL DISRUPTION RATE APPLICABLE AT THE TIME SUCH NON-COMPLIANCE OCCURS. FURTHERMORE, IF ANY WORK
IS PERFORMED BY BOMBARDIER ON THE GOODS OR IN RELATION WITH THE SERVICES TO ENSURE COMPLIANCE WITH THE PURCHASE ORDER REQUIREMENTS, SUCH WORK
SHALL BE CHARGED BACK TO THE SUPPLIER AT BOMBARDIER'S ANNUAL CHARGEBACK RATE APPLICABLE AT THE TIME SUCH WORK IS PERFORMED. THE TOTAL SUM SHALL
BECOME DUE AND PAYABLE BY THE SUPPLIER WITHIN FIFTEEN (15) DAYS OF NOTIFICATION FROM BOMBARDIER TO THE SUPPLIER OR SUCH SUM MAY BE DEDUCTED FROM
MONIES DUE OR TO BECOME DUE TO THE SUPPLIER BY BOMBARDIER.
22. THE SUPPLIER SHALL ADVISE BOMBARDIER, IN WRITING, OF THE ENDING DATE OF PRODUCTION OF THE GOODS AT LEAST NINETY (90) DAYS PRIOR TO SUCH END DATE.
BOMBARDIER SHALL THEN HAVE THE OPPORTUNITY TO ADJUST THE TOTAL AND FINAL QUANTITY OF ITS ORDER WITHOUT INCURRING A CHANGE IN PRICE OR ANY ADDITIONAL
CHARGES.
23. EXCEPT FOR OVERHAULED GOODS, IN WHICH CASE THE TITLE OF THE GOODS WILL REMAIN AT ALL TIMES WITH THE OWNER OF SUCH OVERHAULED GOODS, TITLE OF THE
GOODS SHALL BE TRANSFERRED TO BOMBARDIER UPON DELIVERY AT ORIGIN POINT OR ON PAYMENT OF THE GOODS BY BOMBARDIER, WHICHEVER OCCURS FIRST.THE
DESIGNATED INCOTERMS WILL DETERMINE THE TRANSFER OF RISK OF LOSS FOR THE GOODS, EXCEPT IF SPECIFIED OTHERWISE IN THE PRESENT PURCHASE ORDER. THE
SUPPLIER UNDERTAKES TO DELIVER TO BOMBARDIER, AT THE ORIGIN POINT, ALL GOODS FREE AND CLEAR OF ANY PRIVILEGES OR LIENS HELD BY THIRD PARTIES, AND
HEREBY RENOUNCES TO ALL PRIVILEGES AND LIENS IN FAVOR OF BOMBARDIER.
24. UNLESS OTHERWISE STATED IN THIS ORDER, IF THE DESTINATION POINT OF THE GOODS IS LOCATED IN THE PROVINCE OF QUEBEC, ONTARIO OR BRITISH COLUMBIA, ALL
CLAUSES STATED HEREIN SHALL BE RESPECTIVELY GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF QUEBEC, ONTARIO AND BRITISH
COLUMBIA EXCLUDING THE RULES OF TERRITORIAL COMPETENCE ATTRIBUTION. IF THE DESTINATION POINT OF THE GOODS IS LOCATED IN THE STATE OF VERMONT,
PENNSYLVANIA OR THE STATE OF NEW YORK, ALL CLAUSES STATED HEREIN SHALL BE GOVERNED RESPECTIVELY BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF VERMONT, PENNSYLVANIA OR THE STATE OF NEW YORK EXCLUDING THE RULES OF TERRITORIAL COMPETENCE ATTRIBUTION AND IF THE DESTINATION POINT
OF THE GOODS IS LOCATED IN THE MEXICAN TERRITORY, ALL CLAUSES STATED HEREIN SHALL BE GOVERNED RESPECTIVELY BY AND INTERPRETED IN ACCORDANCE WITH THE
APPLICABLE FEDERAL LAWS OF MEXICO EXCLUDING THE RULES OF TERRITORIAL COMPETENCE ATTRIBUTION. IT IS EXPRESSLY AGREED THAT ANY PROVISION OF THIS ORDER
PROHIBITED BY LAW SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS ORDER. THE PROVISIONS OF
THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (REFERRED TO AS THE "CISG") AS WELL AS THE PROVISIONS OF THE LAW ON
THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS ARE EXCLUDED OF THE TERMS OF THIS PURCHASE ORDER.
25. SUPPLIER'S AND ITS SUBCONTRACTORS' ACCOUNTS, INVOICES, RECORDS, RECEIPTS AND DOCUMENTS RELATING TO THE WORK PERFORMED UNDER THIS ORDER SHALL
AT ALL TIMES, UNTIL THE EXPIRATION OF THREE YEARS FOLLOWING DELIVERY OF THE LAST ITEM, BE OPEN TO AUDIT AND INSPECTION BY BOMBARDIER.
26. THE SUPPLIER SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE, PROVINCIAL, MUNICIPAL AND LOCAL LAWS AND REGULATIONS AND MORE PARTICULARLY
ENVIRONMENTAL LAWS AND REGULATIONS.
27. IN ALL EVENTS, THE SUPPLIER SHALL CONTINUE TO PERFORM ITS WORK UNLESS BOMBARDIER NOTIFIES THE SUPPLIER TO STOP OR SUSPEND PERFORMING THE WORK.
ACCORDINGLY, PENDING PRELIMINARY OR FINAL RESOLUTION OF ANY DISPUTE, THROUGH SETTLEMENT BETWEEN THE PARTIES OR JUDGMENT FROM A COURT, THE SUPPLIER
SHALL PROCEED DILIGENTLY WITH THE PERFORMANCE OF THIS PURCHASE ORDER.
28. STARTING MAY 7, 2010, THE PRESENT TERMS AND CONDITIONS SHALL APPLY TO ALL PURCHASE ORDERS AND/OR REVISED PURCHASE ORDERS. HOWEVER, THE GOODS
ORDERED BY BOMBARDIER UNDER THE PAST TERMS AND CONDITIONS ATTACHED TO PURCHASE ORDERS (TC 9999) SHALL REMAIN GOVERNED BY THESE PAST TERMS AND
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CONDITIONS.
29. IF THE SUPPLIER AND BOMBARDIER HAVE EXECUTED, PRIOR TO THE ISSUANCE OF THIS PURCHASE ORDER, BOTH GENERAL TERMS AND CONDITIONS (GTC) AND SPECIFIC
TERMS AND CONDITIONS (STC) FOR THE GOODS SPECIFIED UNDER THE PRESENT PURCHASE ORDER, THE TERMS AND CONDITIONS OF THIS PURCHASE ORDER (TC 9998) SHALL
NOT BE APPLICABLE BETWEEN THE SUPPLIER AND BOMBARDIER.
30. THE SUPPLIER SHALL COMPLY WITH THE BOMBARDIER SUPPLIER CODE OF CONDUCT. THE SUPPLIER ACKNOWLEDGES READING THE BOMBARDIER SUPPLIER CODE OF
CONDUCT AND AGREES, AT ALL TIMES DURING THE EXECUTION OF THIS PURCHASE ORDER, TO ACT IN CONFORMANCE WITH IT. THE BOMBARDIER SUPPLIER CODE OF
CONDUCT IS AVAILABLE AT: HTTP://WWW.BOMBARDIER.COM/EN/CORPORATE/CORPORATE-GOVERNANCE/SUPPLIER-CODE-OF-CONDUCT
31. THE 2014 CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER ANYWHERE, EXCEPT IN MEXICO, SHALL BE OF 131.2$ USD/HOUR. NOTWITHSTANDING
THE ABOVE, IF THE CURRENCY OF PAYMENT OF THE CURRENT PURCHASE ORDER IS CANADIAN DOLLAR, THE CHARGE BACK RATE SHALL BE OF 131.2$ CAD/HOUR. THE 2014
CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER IN MEXICO, SHALL BE OF 37 USD/HOUR. NOTWITHSTANDING THE ABOVE, IF THE CURRENCY OF
PAYMENT OF THE CURRENT PURCHASE ORDER IS MEXICAN PESO, THE CHARGE BACK RATE SHALL BE OF 510 MEXICAN PESOS/HOUR.
THE 2013 CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER ANYWHERE, EXCEPT IN MEXICO, SHALL BE OF 128 USD/HOUR. NOTWITHSTANDING THE
ABOVE, IF THE CURRENCY OF PAYMENT OF THE CURRENT PURCHASE ORDER IS CANADIAN DOLLAR, THE CHARGE BACK RATE SHALL BE OF 128 CAD/HOUR. THE 2013 CHARGE
BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER IN MEXICO, SHALL BE OF 36 USD/HOUR. NOTWITHSTANDING THE ABOVE, IF THE CURRENCY OF PAYMENT OF
THE CURRENT PURCHASE ORDER IS MEXICAN PESO, THE CHARGE BACK RATE SHALL BE OF 498 MEXICAN PESOS/HOUR.
THE 2012 CHARGE BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER ANYWHERE, EXCEPT IN MEXICO , SHALL BE OF 128 USD/HOUR. NOTWITHSTANDING THE
ABOVE, IF THE CURRENCY OF PAYMENT OF THE CURRENT PURCHASE ORDER IS CANADIAN DOLLAR, THE CHARGE BACK RATE SHALL BE OF 128 CAD/HOUR .THE 2012 CHARGE
BACK RATE APPLICABLE TO WORK PERFORMED BY BOMBARDIER IN MEXICO , SHALL BE OF 36 USD/HOUR. NOTWITHSTANDING THE ABOVE , IF THE CURRENCY OF PAYMENT OF
THE CURRENT PURCHASE ORDER IS MEXICAN PESO, THE CHARGE BACK RATE SHALL BE OF 498 MEXICAN PESOS/HOUR.
32. THE BOMBARDIER'S STANDARD DISRUPTION RATE FOR:
2014: 166 USD/165 CAD/2050 MEXICAN PESOS
2013: 162 USD/161 CAD/2000 MEXICAN PESOS
2012: 162 USD/161 CAD/2000 MEXICAN PESOS
THE FOLLOWING TERMS AND CONDITIONS ARE APPLICABLE FOR THE RENDERING OF SERVICES UNDER
THIS PURCHASE ORDER:
33. THE AMOUNT SHOWN ON THIS PURCHASE ORDER IS INDICATED FOR BUDGETARY PURPOSES ONLY AND MAY NOT, IN ANY MANNER, BE INTERPRETED AS A COMMITMENT
FROM BOMBARDIER TO PAY THE TOTAL AMOUNT ON THIS PURCHASE ORDER.
34. THE SUPPLIER EXPRESSLY RECOGNIZES THAT HE HAS FULL KNOWLEDGE OF THE INTENDED USE OF THE SERVICES AS WELL AS ANY SOFTWARES, GOODS, MATERIALS,
EQUIPMENTS OR PARTS ALSO FURNISHED, (HEREAFTER CALLED "THE SERVICES") TO BE RENDERRED IN ACCORDANCE WITH THIS ORDER. THE SUPPLIER WARRANTS THAT THE
SERVICES WILL BE RENDERRED IN CONFORMITY TO THE DESCRIPTION FURNISHED TO BOMBARDIER OR REFERENCED TO HEREIN. THE SUPPLIER WARRANTS THAT THE
SERVICES WILL BE RENDERRED IN ACCORDANCE WITH THE DELIVERY DATES SPECIFIED AND WARRANTS THAT HE WILL RESPECT ALL TERMS AND CONDITIONS OF THE
PRESENT ORDER. OTHERWISE, BOMBARDIER MAY CANCEL THIS ORDER WITHOUT ANY COST AND OBTAIN THE SERVICES FROM ANY OTHER SOURCE. IN THIS EVENT, ANY
EXCESS COST INCURRED BY BOMBARDIER AS A RESULT SHALL BE TO THE SUPPLIER'S ACCOUNT AND PAYABLE BY THE SUPPLIER WITHIN 15 DAYS OF DEMAND OR SUCH SUM
MAY BE DEDUCTED FROM MONIES DUE OR TO BECOME DUE TO THE SUPPLIER BY BOMBARDIER. IF THE SERVICES OR ANY PART OF THE SERVICES ARE FOUND TO BE
INADEQUATE OR FAIL TO MEET THESE ORDER REQUIREMENTS, THE SUPPLIER SHALL, AT HIS OWN EXPENSE, REPLACE ANY SUCH SERVICES OR PART THEREOF. BOMBARDIER,
AT ITS OPTION, MAY REPLACE ANY SUCH SERVICES OR PART THEREOF AND CHARGE IT TO THE SUPPLIER AS DESCRIBED IN PARAGRAPH 35 BELOW. ANY WARRANTY
EXPRESSLY CONTAINED IN THIS ORDER OR IN ANY SPECIAL ATTACHMENT THERETO WILL NOT LIMIT THE APPLICATION OF ANY IMPLIED WARRANTIES, CONDITIONS OR OF ANY
LEGAL WARRANTIES.
35. ALL SERVICES RENDERRED UNDER THIS ORDER ARE SUBJECT TO INSPECTION AND APPROVAL BY BOMBARDIER, ITS AGENTS OR ITS CLIENTS. IF THE SERVICES OR ANY
PART THEREOF ARE CONSIDERED TO BE INADEQUATE OR INCOMPLETE BY BOMBARDIER, THE SUPPLIER SHALL BEAR THE COST OF INSPECTION. BOMBARDIER RESERVES THE
RIGHT TO MAKE MODIFICATIONS AND IMPROVEMENTS ON SUCH INADEQUATE SERVICES UPON NOTIFICATION TO THE SUPPLIER AND TO CHARGE THE SUPPLIER FOR THE WORK
DONE, BASED ON BOMBARDIER'S ACTUAL COSTS, PLUS BOMBARDIER'S ADMINISTRATIVE COSTS. SUCH SUM SHALL BECOME DUE AND PAYABLE WITHIN FIFTEEN (15) DAYS OF
NOTIFICATION FROM BOMBARDIER TO THE SUPPLIER. NO PAYMENT WILL BE MADE TO THE SUPPLIER IN RESPECT OF ANY OF THE SERVICES WHICH ARE REFUSED FURTHER TO
SUCH INSPECTION. BOMBARDIER AND ITS AGENTS SHALL HAVE ACCESS AT ALL REASONABLE TIMES TO THE PLANT AND PREMISES OF THE SUPPLIER. IT IS UNDERSTOOD THAT
PAYMENT SHALL NOT CONSTITUTE ACCEPTANCE OF THE SERVICES NOR AS TO THEIR CONFORMITY AND SHALL NOT RELEASE THE SUPPLIER FROM ALL OF HIS OBLIGATIONS
CONTAINED IN THE PRESENT ORDER AND/OR PROVIDED BY LAW.
36. THE SUPPLIER IS RESPONSIBLE FOR ALL DAMAGES INCURRED BY BOMBARDIER, ITS OFFICERS AND EMPLOYEES, DIRECTLY OR INDIRECTLY, RESULTING FROM A MISTAKE,
ACT, OMISSION, IMPRUDENCE AND/OR NEGLIGENCE OF THE SUPPLIER OR BY HIS AGENTS, EMPLOYEES OR ANY OTHER PERSON BEING TEMPORARILY OR PERMANENTLY
EMPLOYED, UNDER DIRECTION, AUTHORITY OR CONTROL OF THE SUPPLIER.
37. THE SUPPLIER SHALL BE SOLELY RESPONSIBLE AND WILL FURTHER DEFEND AND INDEMNIFY BOMBARDIER, ITS EMPLOYEES AND OFFICERS, UPON REQUEST, FROM AND
AGAINST ALL CLAIMS, ACTIONS, LIABILITIES, LOSSES AND EXPENSES (INCLUDING INVESTIGATION EXPENSES, JUDICIAL FEES AND ATTORNEY FEES) INCURRED IN LITIGATION OR
BECAUSE OF THE THREAT OF LITIGATION ARISING OR ALLEGED TO ARISE FROM ACTS OR OMISSIONS OF THE SUPPLIER, ITS EMPLOYEES OR ANY PERSON SUBJECTED TO THE
CONTROL OF THE SUPPLIER IN THE FULFILMENT OF THE GIVEN SERVICES.
38. BOMBARDIER RESERVES ITSELF THE RIGHT, AT ANY TIME, TO MAKE CHANGES TO THE SPECIFICATIONAND REQUIREMENTS AS TO ANY OF THE SERVICES PERTAINING TO
THIS ORDER. ANY PRICE DIFFERENCE OR CHANGE IN THE COMPLETION DATE OF THE SERVICES AS A RESULT THEREOF SHALL BE NEGOTIATED WITH THE PROCUREMENT
DEPARTMENT OF BOMBARDIER AND ONLY A WRITTEN NOTICE OF MODIFICATION BY BOMBARDIER OF THIS ORDER SHALL AUTHORIZE THESE CHANGES IN PRICE AND IN
COMPLETION DATE OF THE SERVICES.
39. ALL SOFTWARE, MERCHANDISE, MATERIAL, PART, OR OTHER EQUIPMENT PAID BY BOMBARDIER UNDER THIS ORDER OR FURNISHED BY BOMBARDIER TO THE SUPPLIER,
ARE THE PROPERTY OF BOMBARDIER AND SHALL BE DELIVERED TO BOMBARDIER UPON REQUEST. ALL DOCUMENTS, DRAWINGS, FILES, INFORMATIONS OR ANY OTHER
SIMILAR ITEMS FURNISHED BY BOMBARDIER TO THE SUPPLIER, WHETHER BY PAPER OR ELECTRONIC FORMAT, FOR THE PURPOSE OF THIS ORDER, SHALL BE RETURNED TO
BOMBARDIER UPON COMPLETION OF THE SERVICES OR TERMINATION OF THIS ORDER. THIS ORDER AND ALL DOCUMENTS, DRAWINGS, FILES AND ALL INFORMATION ISSUED BY
BOMBARDIER, WHETHER ON PAPER OR ELECTRONIC FORMAT, ARE THE CONFIDENTIAL PROPERTY OF BOMBARDIER, DURING AND AT ALL TIMES AFTER THE COMPLETION OF
THIS ORDER. THE SUPPLIER WILL KEEP SECRET SUCH DOCUMENTS, DRAWINGS, FILES AND ALL INFORMATION ISSUED AND WILL NOT TRANSMIT THEM TO ANY THIRD PARTY
WITHOUT BOMBARDIER'S PRIOR WRITTEN APPROVAL. THE SUPPLIER SHALL NOT USE THE DOCUMENTS, DRAWINGS, FILES AND ALL INFORMATION ISSUED, WHETHER ON PAPER
OR ELECTRONIC FORMAT, FOR ANY PURPOSE OTHER THAN THIS ORDER UNLESS HE HAS RECEIVED PRIOR WRITTEN APPROVAL BY BOMBARDIER. THE SUPPLIER SHALL
PRESERVE IN GOOD CONDITION, ALL SUCH TECHNICAL DATA AND RETURN THE SAME TO BOMBARDIER PROMPTLY UPON REQUEST, AND, AT THE LATEST, UPON COMPLETION
OR TERMINATION OF THIS ORDER.
40. THE SUPPLIER SHALL OBTAIN, AT HIS EXPENSE, A GENERAL LIABILITY INSURANCE, INCLUDING CONTRACTUAL LIABILITY AND COVERING THE SUPPLIER'S PREMISES AND
OPERATIONS; SUCH CONTRACTUAL LIABILITY POLICIES SHALL BE ISSUED IN THE AMOUNTS OF $2,000,000 FOR BODILY INJURIES AND $2,000,000 FOR PROPERTY DAMAGES.
SUCH POLICIES SHALL BE ISSUED BY A COMPANY OR COMPANIES SATISFACTORY TO BOMBARDIER. THE SUPPLIER SHALL FURNISH BOMBARDIER WITH A CERTIFICATE OF
INSURANCE CERTIFYING THE EXISTENCE OF THE AFOREMENTIONED POLICIES. ALL SUCH POLICIES SHALL ENUMERATE THE INSURANCE COVERAGE AFOREMENTIONED, AND
THE SAID POLICIES SHALL NOT, IN ANY CASE, BE TERMINATED OR CHANGED WITHOUT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO BOMBARDIER. FURTHERMORE,
THE SUPPLIER HEREBY DECLARES, AND WARRANTS THAT ALL ASSESSMENTS OR COMPENSATION PAYABLE TO THE WORKERS' COMPENSATION BOARD (OR THE COMMISSION
DE LA SANTÉ ET DE LA SECURITE DU TRAVAIL (CSST) FOR THE PROVINCE OF QUEBEC) HAVE BEEN PAID AND THE SUPPLIER SHALL, AT ALL TIMES, PAY OR CAUSE TO BE PAID
ANY ASSESSMENTS OR COMPENSATION REQUIRED TO BE PAID PURSUANT TO ANY APPLICABLE WORKERS' COMPENSATION ACT (ACT RESPECTING OCCUPATIONAL HEALTH
AND SAFETY FOR THE PROVINCE OF QUEBEC). PRIOR TO PERFORMING ANY WORK, THE SUPPLIER SHALL PROVIDE TO BOMBARDIER, IN A DOCUMENT ACCEPTABLE TO
BOMBARDIER (I.E. CERTIFICATES OF INSURANCE AND/OR LETTERS OF GOOD STANDING AND/OR OTHER DOCUMENT), SUFFICIENT PROOF THAT IT IS IN COMPLIANCE WITH THE
ABOVE-MENTIONNED REQUIREMENTS.
41. THE SUPPLIER WILL EXECUTE ALL INCIDENTAL WORK AND SERVICES WHICH, EVEN IF NOT SPECIFICALLY MENTIONNED IN THE PRESENT CONTRACT ARE NECESSARY TO
THE QUALITY AND ADEQUACY OF THE SERVICES AND WHICH WILL ALLOW THE SUPPLIER TO BE IN CONFORMITY TO THE REQUIREMENTS OF THE PRESENT ORDER. THE
PO number/buyer code/revision/date Page
4500639514 / A4S / 4 / 14.05.2014 6/ 6
SUPPLIER MUST ORGANIZE THE SERVICES TO BE RENDERRED TAKING INTO ACCOUNT: 1) THE SPECIFIC NEEDS OF BOMBARDIER; 2) THE MOST APPROPRIATE TIME PERIOD TO
EXECUTE THE SERVICES IN ORDER TO MINIMIZE THE DISRUPTION OF BOMBARDIER ACTIVITIES AND THE OCCUPANTS OF THE BUILDING; AND 3) THE FACT THAT SOME SERVICES
MUST BE RENDERRED OUTSIDE THE NORMAL HOURS OF BUSINESS. THERE SHALL BE NO SUPPLEMENTAL COSTS OR AMOUNTS PAID TO THE SUPPLIER FOR THE SERVICES
RENDERRED OUTSIDE THE NORMAL HOURS OF BUSINESS. MOREOVER, BOMBARDIER MAY REQUEST THAT A PORTION OR ALL THE SERVICES BE RENDERRED AT NIGHT, DURING
THE EVENING OR ON THE WEEKEND.
42. THE SUPPLIER MUST TAKE ALL NECESSARY MEASURES IN ORDER THAT THE TOOLS, INSTALLATIONS AND SERVICES DO NOT DISTURB OR HAMPER CIRCULATION, AND MUST
NOT BE A CAUSE OF ACCIDENT. WHEN THE SUPPLIER HAS A SURPLUS OF MATERIAL AND/OR WASTE, HE MUST STORE OR DEPOSIT SUCH MATERIAL AND/OR WASTE IN AN
APPROPRIATE PLACE AND IN CONFORMITY WITH THE APPLICABLE LAWS AND REGULATIONS. THIS OPERATION MUST BE EXECUTED WITHOUT ANY ADDITIONNAL FEES OR COSTS
TO BOMBARDIER.
43. THE SUPPLIER AGREES, UPON BOMBARDIER'S REQUEST, TO SUSPEND THE EXECUTION OF ANY SERVICES PERTAINING TO THE PRESENT ORDER FOR SUCH A PERIOD OF
TIME AS BOMBARDIER MAY REQUEST, AND AT NO ADDITIONAL COST TO BOMBARDIER.
44. THE SUPPLIER AGREES TO NOTIFY BOMBARDIER, IN WRITING, AS SOON AS KNOWN AND, IF POSSIBLE, BEFORE THE BEGINNING OF THE DELAY, OF ANY CIRCUMSTANCE OR
EVENT IN THE NATURE OF A FORCE MAJEURE, OR ANY OTHER CAUSE WHICH IS REASONABLY BEYOND THE CONTROL OF THE SUPPLIER, WHICH MAY DELAY THE EXECUTION OF
THE SERVICES AS SPECIFIED. IF THE NATURE OF THE FORCE MAJEURE SHALL DELAY THE EXECUTION OF THE SERVICES, THE PERIOD OF EXECUTION OF THE SERVICES SHALL
BE EXTENDED BY A PERIOD OF TIME EQUAL TO THE DELAY SO CAUSED (AS EVALUATED BY BOMBARDIER), PROVIDED THAT THE SUPPLIER GAVE THE ABOVE MENTIONED
NOTICE TO BOMBARDIER.
45. WHERE BOMBARDIER HAS FURNISHED PLANS AND OTHER EQUIPMENT FOR USE IN EXECUTING THE SERVICES, THE SUPPLIER AGREES TO CAREFULLY VERIFY AND
APPROVE SUCH PLANS OR OTHER EQUIPMENT BEFORE USING THEM.
46. THE SUPPLIER WARRANTS TO BOMBARDIER THAT NO LAW, UNDERSTANDING, OR PAST OBLIGATION CONFLICTS WITH THE PRESENT ORDER OR FORBIDS AND/OR LIMITS THE
EXECUTION OF THE SERVICES HEREIN.
47. BOMBARDIER MAY, AT ALL TIMES, UPON NOTICE TO THE SUPPLIER, REDUCE THE SERVICES TO BE RENDERRED OR TERMINATE THIS ORDER AS REGARDS TO ALL OR ANY
PART OF THE SERVICES NOT YET EXECUTED. UPON RECEPTION OF SUCH NOTICE, THE SUPPLIER SHALL CEASE THE EXECUTION OF THE SERVICES IN ACCORDANCE WITH AND
TO THE EXTENT SPECIFIED IN SUCH NOTICE. ONLY THE SERVICES RENDERRED BY THE SUPPLIER IN ACCORDANCE WITH THE SCHEDULE PROVIDED WITH THIS ORDER AND UP
TO THIRTY (30) DAYS FOLLOWING THE RECEIPT OF SUCH NOTICE BY THE SUPPLIER, AND ALL WORK COMPLETED THEREAFTER AND NOT TERMINATED BY SUCH NOTICE SHALL
BE PAID FOR (SUBJECT TO ACCEPTANCE BY BOMBARDIER IN ACCORDANCE WITH THE PROVISIONS OF THIS ORDER), ON THE BASIS PROVIDED IN THIS ORDER. THE SUPPLIER
SHALL HAVE NO CLAIM FOR DAMAGES, COMPENSATION, LOSS OF PROFIT, ALLOWANCE OR OTHER, GENERATED DIRECTLY OR INDIRECTLY OUT OF ANY ACTION TAKEN OR
NOTICE GIVEN BY BOMBARDIER, UNDER OR PURSUANT TO THE PROVISIONS OF THIS CLAUSE, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR BY THIS CLAUSE.
48. THIS ORDER MAY NOT BE TRANSFERRED, ASSIGNED OR SUBCONTRACTED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF BOMBARDIER, AND IT IS AGREED THAT
NOTWITHSTANDING SUCH WRITTEN CONSENT FROM BOMBARDIER, THE SUPPLIER SHALL REMAIN FULLY RESPONSIBLE FOR THE WORK AND PERFORMANCE OF ANY SUCH
SUB-CONTRACTOR OR ASSIGNEE.
49. NO AGREEMENT OR OTHER UNDERSTANDING IN ANY WAY CHANGING OR ADDING TO THE TERMS AND CONDITIONS EXPRESSED HEREIN SHALL BE BINDING UPON
BOMBARDIER, OR CONFER OTHER RIGHTS TO THE SUPPLIER, UNLESS IN WRITING, AND APPEARING ON THE FACE OF THIS ORDER, EITHER IN IT'S APPENDIX OR EITHER
CONCLUDED AFTER THE PRESENT ORDER AND BY REFERENCE HEREIN MADE A PART HEREOF. ANY SUCH AGREEMENT OR UNDERSTANDING SHALL BE SIGNED AND APPROVED
BY A REPRESENTATIVE OF THE PROCUREMENT DEPARTMENT OF BOMBARDIER. IN THE EVENT OF CONFLICT OR INCONSISTENCY BETWEEN THESE TERMS AND CONDITIONS
AND OTHERS APPEARING ON THE FACE OF THIS ORDER OR ATTACHED HERETO, THE LATTER SHALL TAKE PRECEDENCE.
50. THE SUPPLIER IS LIABLE FOR LOSSES AND ADDITIONAL FEES IF THE EXECUTION OF THE SERVICES IS DELAYED BEYOND THE SCHEDULE ALREADY ACCEPTED.
51. UNLESS OTHERWISE STATED IN THIS ORDER, ALL CLAUSES STATED HEREIN SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
PROVINCE OF QUEBEC. IT IS EXPRESSLY AGREED THAT ANY PROVISION OF THIS ORDER PROHIBITED BY LAW SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION
WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS ORDER.
52. THE SUPPLIER SHALL COMPLY WITH ALL APPLICABLE FEDERAL, PROVINCIAL AND MUNICIPAL LAWS AND REGULATIONS AND MORE PARTICULARLY THE ENVIRONMENTAL
LAWS AND REGULATIONS.
PO number/buyer code/revision/date
4500639514 / A4S / 4 / 14.05.2014
Please fill and return this acknowledgement to the Purchasing Agent who issued this Purchasing Document, within
10 days of receipt.
____________________________________________________________________________________________
________
We have received your Purchase Document number 4500639514 / 4 dated 15.11.2013 for a total of 5.149,00 USD
and including 6 pages. We have also received or accessed all documents which are stated on the Purchasing
document.
Comments :
____________________________________________________________________________________________
________
Phone number:
____________________________________________________________________________________________
________
DATE: SIGNATURE:
PO via ABB
Purchase Order Vendor No. Vendor Ref. Page
Direct Material 1100040433 1 of 7
Delivery Address
ABB India Limited Vendor
DMLD - 4113 - PLC & Automation UL ELECTRODEVICES PVT LTD
Survey # : 88/3,88/4,88/5,88/6. S No.36,Nirman Classic ,3rd floor
Kasaba Hobli, Basavanahalli, Katraj- Kondhawa Road,
Nelamangala, Bangalore. 562123 Opposite Amit Palace, Katraj
KARNATAKA PUNE
India MAHARASHTRA - 411046
INDIA
Buyers Name: IN-Vikash Kumar Kind Attention:
Telephone: 08022948533 Telephone: 020-26960040/50/
Fax: Fax: 020-26962079
Email: [email protected] Email: [email protected]
Material PO text
6-CU+2FO SM Ind. Grade Managed Switch
Deliv. Date: 28 November 2016
The following documents belong to this item:
610714300
Switch REq..msg
610716600
FW CAN Open to Profibus Converter.msg
Excise 12.5% 37500.00
CST 2% 6750.00
00002 3BYN-IG16CU+2FO-ES 2 PC 32,000.00 64,000.00
16-CU+2FO SM Ind. Grade Managed Switch
Material PO text
16-CU+2FO SM Ind. Grade Managed Switch
Deliv. Date: 28 November 2016
Address for Communication Corporate and Registered Office Phone 080 2294 9150-54
ABB India Limited ABB India Limited Fax 080 2294 9148
DMLD - 4113 - PLC & Automation (Formerly Known as ABB Limited) Website : www.abb.com/in
Kasaba Hobli, Basavanahalli, 21st floor, World trade Center CIN:L32202KA1949PLC032923
Nelamangala, Bangalore. 562123 Brigade Gateway, Malleswaram West
Bangalore-55, Karnataka
Material PO text
IES-150B,(12-48 VDC) 5-Port Ethernet Switch.
5-Port Un-Managed Industrial Ethernet Switch
- O-Ring Make
Material PO text
IES-1080A,(12-48 VDC) 8-Port Ethernet Switch.
8-Port Un-Managed Industrial Ethernet Switch
- O-Ring Make
Material PO text
Anybus X-gateway PROFIBUS DP-V0 Master-
CANopen Slave
This is Computer generated Purchase Order, No Signature is required. This Purchase Order has been
electronically approved by all authorized Signatories
Vijayasimha V (BU Supply Chain Manager)
Authorized Signatory
General Terms & Conditions as provided in ANNEXURE I shall apply to this Purchase order, together with
following Special / Additional Terms & Conditions mentioned under "Header Text". In case of any inconsistency
between General Terms & Conditions and Special / Additional Terms & Conditions, the provisions of Special /
Additional Terms & Conditions shall apply.
Header Text-:
Special / Additional Terms & Conditions:
FOR PAN INDIA PROJECT
offer details attached
Please Acknowledge this Purchase Order and send the confirmation message