AGREEMENT: The Agreement consists only of: (a) these Standard Purchase Terms; (b) the applicable Purchase Order; and (c) any Specifications or other documents expressly referenced in the Purchase Order. Any reference in the Purchase Order to any Supplier Proposal is solely for the purpose of incorporating the descriptions and specifications of the Goods and/or Services contained in the Proposal, and only to the extent that the terms of the Supplier Proposal do not conflict with the descriptions and Specifications set out in the Purchase Order. ERIE AP’s acceptance of, or payment for, Goods and/or Services will not constitute ERIE AP’s acceptance of any additional or different terms in any Supplier Proposal, unless otherwise accepted in writing by ERIE AP. If there is any conflict or inconsistency between the documents constituting the Agreement, then unless otherwise expressly provided, the documents will rank in the order of precedence in accordance with the order in which they are listed in this paragraph.
ACCEPTANCE: Supplier must accept this order in writing. If Supplier fails to accept it in writing, any conduct by Supplier that recognizes the existence of a contract pertaining to the subject matter herein shall constitute acceptance of this order and all of its terms. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED IN SUPPLIER’S ACCEPTANCE ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO AND REJECTION OF THEM IS HEREBY GIVEN. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms of agreement between the parties and may hereafter be modified only by written instrument executed by the authorized representatives of both parties. If this order has been issued by ERIE AP in response to an offer and includes terms that are additional to or different from any terms of such offer, then the issuance of this order shall constitute acceptance of the offer subject to the express condition that Supplier accepts the additional and different terms herein and acknowledges that this order constitutes the entire agreement between the parties with respect to the subject matter of such offer and Supplier shall be deemed to have so assented and acknowledged.
INCONSISTENT TERMS: Priorities are established as follows: (a) typed terms govern over hand-written terms; and (b) specifications govern over samples or drawings.
DELIVERY: Supplier agrees to supply and deliver the Goods to ERIE AP and to perform the Services, as applicable, on the terms set out in this Agreement. Substitutions will not be accepted. All deliveries are F.O.B. shipping point, unless otherwise noted by ERIE AP in writing. Title and risk of loss or damage shall pass to ERIE AP upon receipt of Goods at the Delivery Point. Supplier shall, at its own expense, pack, load, and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by ERIE AP in writing. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by ERIE AP.
Time is of the essence with respect to delivery of the Goods and performance of Services. Goods shall be delivered and Services performed by the applicable Delivery Date. Supplier must immediately notify ERIE AP if Supplier is likely to be unable to meet a Delivery Date.
Supplier is not liable for delays in delivery due to causes beyond its control unless it fails to promptly notify ERIE AP in writing when it knows of any such delay. ERIE AP is not responsible for acceptance of all or part of order due to causes beyond ERIE AP’s control that make acceptance impossible or impractical. Advance deliveries are unauthorized and at Supplier’s risk, including the return thereof, and invoices will be acknowledged and paid as of the scheduled delivery dates. If delivery is not complete, ERIE AP may cancel the order without liability and accept completed items, paying the contract price less the cost of completing the order elsewhere over the original cost of this order. Excess deliveries may be rejected and shall be at Supplier’s risk and expense, including the return thereof. Premium cost shipment for late deliveries shall be at Supplier’s expense.
Supplier shall follow all instructions of ERIE AP and cooperate with ERIE AP’s customs broker as directed by ERIE AP (including by providing requested shipping documentation) with respect to all Goods that originate from sources or suppliers based outside Canada. Supplier shall comply with all the requirements of the Canada Border Services Agency (or any successor organization) with respect to the importation of Goods from outside Canada.
INVOICES: Invoices shall be rendered via facsimile or email to the attention of the Accounts Payable Department and must show: (a) ERIE AP order number, consignee and shipping weights; (b) method of shipment, e.g., freight, express, parcel post; (c) whether shipment was prepaid, collect, shipper’s order, etc.; (d) any allowance to ERIE AP for transportation charges; and (e) any discount terms. Each invoice must include only the order and clearly describe each item included therein.
PACKING AND SHIPPING: Deliveries shall be as specified herein, suitably packed to prevent damage in transit, assure lowest transportation cost and meet common carrier requirements, and bar coded upon ERIE AP’s request. No charge shall be made for boxing, crating, carting, storage, or bar coding. Highly polished or finished articles and precision parts shall be properly covered and packed against atmospheric deterioration. All shipping papers must show ERIE AP’s order number, articles and quantity, number of cases or packages in which shipped, weight of shipment, car number in which shipped and name of company making shipment. A separate invoice shall be rendered for each lot shipped, and each shipment shall contain a packing list showing ERIE AP’s order number, description of materials, and (if registered) ISO registered status and registration expiration date. Applicable certifications must accompany each shipment.
PAYMENT TERMS, CASH DISCOUNTS AND PRICE: Terms of payment and discount period shall not commence until the arrival of the items at destination and acceptance or receipt of properly executed bills of lading, shipping papers and approved invoices, whichever is received first. Discounts shall be taken off the gross invoice amount. Supplier warrants that the prices for the items herein are not less favorable than those currently extended to any other customer for the same or similar items in similar quantities and that such prices are not in excess of the prices provided by applicable price regulation laws, orders and regulations. In the event Supplier reduces its price for any item during the term of this order or any price is in excess of applicable laws, Supplier agrees to reduce the price herein correspondingly. Supplier warrants that prices shown on this order shall be complete, and no additional charges of any type shall be added without ERIE AP’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, customs duties, taxes (federal, state and local), storage, insurance, boxing, and crating. If ERIE AP obtains a Certificate of Exemption for tax applicable to this order, the price shall be reduced by an amount equal to the tax thereby eliminated.
Prices for the Goods and/or Services will be set out in the applicable Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by ERIE AP. Supplier will issue all invoices on a timely basis. All invoices delivered by Supplier must meet ERIE AP’s requirements, and at a minimum shall reference the applicable Purchase Order. ERIE AP will pay the undisputed portion of properly rendered invoices thirty (30) days from the invoice date. ERIE AP shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be charged on such amounts. Notwithstanding the foregoing, ERIE AP agrees to pay the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time periods specified herein.
TAXES: Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of any taxes. Supplier shall separately itemize all applicable taxes on each invoice and indicate on each invoice its applicable tax registration number(s). ERIE AP will pay all applicable taxes to Supplier when the invoice is due. Supplier will remit all applicable taxes to the applicable government authority as required by law. Notwithstanding any other provision of this Agreement, ERIE AP may withhold from all amounts payable to Supplier all withholding taxes and to remit those taxes to the relevant governmental authorities as required by law.
MATERIALS, TOOLS, DESIGNS, ETC.: All materials, tools, jigs, fixtures, drawings, specifications and other property, method or process owned or paid for by ERIE AP (“EAP Tooling”) shall be the property of ERIE AP subject to removal at any time without cost or expense to ERIE AP. All EAP Tooling is to be identified and marked as ERIE AP’s property, used only for ERIE AP’s order and covered by adequate liability, damage and fire insurance (including extended coverage) for the fair and reasonable value. Supplier shall assume full liability, maintain and repair EAP Tooling and return to ERIE AP in good condition, reasonable wear and tear excepted. Supplier shall provide ERIE AP with inventories thereof as requested and certify to ERIE AP that all use thereof is used for ERIE AP’s order or orders. All EAP Tooling or copies thereof are to be considered Confidential Information or trade secrets of ERIE AP and shall be the sole and exclusive property of ERIE AP. Upon termination of this order, Supplier agrees to deliver immediately to ERIE AP the originals and all copies of any EAP Tooling.
RISK: Supplier assumes all risk for: (a) loss or damage on returns of excess quantities, premature deliveries or rejections; and (b) materials, property or other articles furnished to Supplier by ERIE AP.
WARRANTY: Supplier warrants that all items covered by this order shall conform to the specifications, drawings, samples or other description upon which the order is based, shall be of good material and workmanship and free from defect, that the items of Supplier’s design shall be free from defects in design and shall be fit and sufficient for the ordinary purposes for which such items are used.
CANCELLATION: ERIE AP reserves the right to cancel or suspend all, or from time to time, any undelivered or unexecuted portion of this order: for cause if Supplier (1) fails to make any delivery or to perform any work as scheduled, (2) breaches any of the terms hereof, (3) becomes financially insecure, (4) becomes insolvent, (5) files, or has filed a voluntary or involuntary petition with the Bankruptcy Court, (6) has a receiver appointed therefore, (7) assigns for the benefit of others, or (8) goes out of business or ceases production. Upon receipt of such notice, Supplier shall, unless the notice directs otherwise, immediately discontinue all work and placing of all orders for materials, facilities and supplies in connection with the performance of this order and shall proceed to cancel promptly all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to this order. Any long term or blanket orders or subcontracts shall not be unreasonably anticipated by Supplier. ERIE AP shall not be responsible for more than two (2) months of inventory for such orders.
At any time prior to the Delivery Date, ERIE AP may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including, without limitation, for the convenience of ERIE AP or due to failure of Supplier to comply with this Agreement, unless otherwise noted.
The remedies herein are in addition to those at law and equity and ERIE AP’s liability shall be limited to the payment for completed items delivered and accepted on the terms herein set forth, unless such termination is for the default of Supplier or for the convenience of ERIE AP. In that regard, ERIE AP will reimburse Supplier for Supplier’s expenses (which shall not include lost profits) resulting directly from any such cancellation or suspension of all or any part of this order. Any claims under this paragraph must be asserted in writing within thirty (30) days after the change, cancellation or suspension is ordered, and must state the amount of such claim in detail. Upon ERIE AP’s payment and in accordance with this paragraph, title to all equipment, materials, work-in-progress, finished items, plans, drawings, specification, information, special tooling and other articles for which Supplier has paid shall vest in ERIE AP.
FORCE MAJEURE: Neither party shall be liable for any failure, inability, or delay to perform hereunder, if such failure, inability or delay is due to war, strike, fire, explosion, sabotage, accident, casualty, government law, order or regulation, or any other cause beyond the reasonable control of the party so failing, provided written notice of such cause is given to the other party and due diligence is used in resuming performance. If the performance of either party shall be prevented, delayed or materially impaired for thirty (30) days by any such cause, then this order may be terminated by the other party giving the first mentioned party written notice of such termination, which shall be effective as of the date of such notice. During such failure, inability or delay to perform and upon receiving written notice of such, the other party may, at its option and expense, use the items of a third party during any such period of non-performance by the affected party.
INTELLECTUAL PROPERTY: Supplier agrees, at its own expense, to defend any suit or action against ERIE AP or against those selling or using the items covered by this order for alleged infringement of patent or invention rights arising from the sale or use of items and to indemnify and hold ERIE AP harmless from any damages, liabilities, claims, losses, and expenses (including reasonable attorneys’ fees) paid or incurred by ERIE AP in connection with any such suit or action, whether against ERIE AP or against those selling or using the items covered by this order. ERIE AP may be represented by and actively participate through its own counsel in any such suit or proceedings if it so desires. Supplier hereby agrees that if this order covers development work, and any discoveries, inventions or patents result therefrom, the entire right, title, and interest in and to such discoveries, inventions and patents shall belong to ERIE AP.
REMEDIES: ERIE AP’s remedies to any claim arising out of any order or Supplier’s performance in connection therewith, including, without limitation, any claim arising out of any defect or alleged defect in any items furnished by Supplier, shall be added to the right of replacement of such items or to repayment of the purchase price therefore without in any way limiting the generality of the foregoing.
INSPECTION BY SUPPLIER: To ensure compliance and conformity of the items with the specifications and requirements of this order, Supplier shall continuously inspect and test the items in accordance with standards of quality control established by ERIE AP from time to time. Such inspection and testing shall not, however, affect or diminish any duties or obligations of Supplier under this order. Supplier shall maintain such inspection and test records as ERIE AP may request. Such records shall include the time when, the manner in which and the persons by whom the items have been inspected and tested and the results of such inspections and tests. All inspection and test records shall be maintained for a period of five (5) years and copies thereof shall be delivered to ERIE AP upon the request of ERIE AP at any time. Supplier agrees to permit access to Supplier’s facilities at all reasonable times for inspection of items by ERIE AP’s agents or employees and shall provide all tools, facilities and assistance reasonably necessary for such inspection at no additional cost to ERIE AP.
INSPECTION, ACCEPTANCE AND REJECTION BY ERIE AP: All shipments of Goods and performance of Services shall be subject to ERIE AP’s right of inspection. ERIE AP shall have fifteen (15) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection ERIE AP shall either accept the Goods or Services (“Acceptance“) or reject them. ERIE AP shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, ERIE AP shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement. Payment for Goods or Services or Transfer of title to ERIE AP of Goods shall not constitute ERIE AP’s Acceptance of those Goods. ERIE AP shall provide Supplier within the Inspection Period notice of any Goods or Services that are rejected, together with the reasons for such rejection. Items rejected may be returned to Supplier at its expense and, in addition to ERIE AP’s other rights, ERIE AP may charge Supplier, and Supplier agrees to pay, all expenses of unpacking, examining, repacking and reshipping such items. If ERIE AP does not provide Supplier with any notice of rejection within the Inspection Period, then ERIE AP will be deemed to have provided Acceptance of such Goods or Services. ERIE AP’s inspection, testing, or Acceptance or use of the Goods or Services hereunder shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods or Services, and such warranties shall survive inspection, test, Acceptance and use of the Goods or Services. In the event ERIE AP receives items whose defects or nonconformity are not apparent on examination, ERIE AP reserves the right to require replacement, as well as payment of damages.
ERIE AP shall be entitled to return rejected Goods to Supplier at Supplier’s expense and risk of loss for, at ERIE AP’s option, either: (i) full credit or refund of all amounts paid by ERIE AP to Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time period specified by ERIE AP. Title to rejected Goods that are returned to Supplier shall transfer to Supplier upon such delivery and such Goods shall not be replaced by Supplier except upon written instructions from ERIE AP. Supplier shall not deliver Goods that were previously rejected on grounds of non-compliance with the applicable order.
LIENS: All items to be delivered hereunder and all EAP Tooling shall be free and clear of any and all liens and encumbrances whatsoever. Supplier is prohibited from establishing any mechanic’s liens, and shall indemnify ERIE AP if any are put on ERIE AP’s property by Supplier, any of its employees, subcontractors, independent contractors, or any other entity. Supplier shall promptly notify ERIE AP of any impending mechanic’s liens to be placed on ERIE AP’s property.
INDEMNIFICATION AND INSURANCE REQUIREMENTS: Supplier shall defend and indemnify ERIE AP, including ERIE AP’s directors and officers, employees, agents, representatives, subcontractors or independent contractors, against all costs associated with any and all damage, liability, claims, losses, liens, death, accidents and expenses (including reasonable attorneys’ fees) arising out of, or resulting in any way from any defect in the items purchased hereunder or from any act or omission of Supplier, its agents, employees, subcontractors or independent contractors. This includes any situation where Supplier’s employees, subcontractors or independent contractors come onto ERIE AP’s property. ERIE AP shall only be responsible for loss or damage caused by ERIE AP’s sole negligence. Supplier shall maintain commercial general liability, umbrella/excess liability, workers’ compensation, property liability, completed operations, automobile liability insurance (including non-owned automobile liability), Workers’ Compensation, and employer’s liability insurance as shall adequately protect ERIE AP against such damage, liabilities, claims, losses and expenses (including reasonable attorneys’ fees). Supplier agrees that ERIE AP shall be listed as an additional insured on all such applicable policies. Upon ERIE AP’s request, Supplier shall submit certificates of insurance evidencing insurance coverage meeting or exceeding the following requirements:
Liability – Contractual, Automobile, Comprehensive, General Employers’ Liability – Minimum Limits:
Bodily Injury – $1,000,000 each occurrence Bodily Injury by Accident – $1,000,000 each accident
Property Damage – $1,000,000 each occurrence Bodily Injury by Disease – $1,000,000 policy limit
Bodily Injury by Disease – $1,000,000 each employee
Workers’ Compensation Insurance – Statutory Limits
General Aggregate – $2,000,000
Insurance required herein shall be by companies holding a General Policyholders Rating of at least A-, as set for in the most current issue of Best’s Insurance Guide.
CHANGES: ERIE AP shall have the right to make changes in quantities ordered, delivery schedules, (method of shipment, packaging, schedules, and place of delivery), as to any material and the work covered by this order, and Supplier agrees to comply with such changes. Notification of such changes shall be in writing and signed by a duly authorized representative of ERIE AP. If such changes result in a decrease or increase in Supplier’s cost or in the time for performance, an adjustment in the price and time for performance shall be made by the parties in writing.
CONFIDENTIALITY: Supplier shall not, without first obtaining ERIE AP’s written consent, disseminate the fact that Supplier has furnished or has contracted to furnish ERIE AP the items covered herein. Except as is necessary for performance of this order, Supplier shall not disclose any of the details connected with this order to third parties. Supplier shall not use ERIE AP’s name in any way, including without limitation, a general or sample listing of Supplier’s customers, without ERIE AP’s prior written consent. Any violation of this paragraph shall be deemed a material breach. The obligations under this clause shall survive the cancellation, termination, or completion of this order.
COMPLIANCE WITH LAWS: Supplier shall comply with all applicable federal, state, provincial, municipal, and local laws, and rules and regulations issued pursuant thereto including without limiting the generality of the foregoing, all applicable law relating to anti-bribery, anti-corruption, minimum wage, employment standards including overtime compensation, benefits, working hours, equal opportunity, discrimination based on protected status in hiring or employment, safe and hygienic workplace conditions, workplace safety, environmental protection, collective bargaining, freedom of association, prohibitions on child labor and forced labor and competition laws. Supplier shall indemnify ERIE AP against any loss, liability or damage occasioned by reason of Supplier’s violation of this paragraph. In addition, Supplier: (a) will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, disability, status as a veteran of the Vietnam Era, or status as a disabled veteran; (b) will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, disability, status as a veteran of the Vietnam Era, or status as a disabled veteran; and (c) will comply with all provisions of Executive Order No. 11246 of September 24, 1965 and all rules, regulations and relevant orders of the Secretary of Labor.
Supplier shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered companies to employ and advance in employment qualified individuals with disabilities.
Supplier shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered companies to employ and advance in employment qualified protected veterans.
ALTERNATIVE DISPUTE RESOLUTION: Neither party shall institute a proceeding in any court or administrative agency to resolve a dispute between the parties, arising out of, or resulting in any way from this order, before that party has sought to resolve the dispute through direct negotiation with the other party. If the dispute is not resolved within four (4) weeks after a demand for direct negotiation, the parties shall attempt to resolve the dispute through mediation. If the parties do not promptly agree on a mediator, either party may request the ADR Institute of Ontario to appoint a mediator certified by the ADR Institute of Ontario. If the mediator is unable to facilitate a settlement of the dispute within a reasonable period of time, as determined by the mediator, the mediator shall issue a written statement to the parties to that effect. The fees and expenses of the mediator shall be paid one-half each by Supplier and ERIE AP. The aggrieved party may then seek relief through binding arbitration in Lakeshore, Ontario administered by the Canadian Arbitration Association under its commercial arbitration rules. Persons eligible to be selected as arbitrators shall be limited to attorneys-at-law or retired judges. The arbitrators shall base their award on applicable laws and judicial precedent and include in such award a statement of the reasons upon which the award is based. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
GOVERNING LAW: This order shall be deemed to have been made and accepted in Ontario, Canada and shall be interpreted, and the rights and liabilities of all the parties here determined, in accordance with the laws of Ontario, Canada. As a part of the consideration for ERIE AP issuing this order, Supplier hereby agrees that all actions or proceedings arising directly or indirectly from this order shall be litigated only in courts located within Ontario, Canada, and Supplier hereby consents to the jurisdiction of any local, provincial/state or federal court located within Ontario, Canada, and waives the personal service of any and all process upon Supplier herein, and consents that all such service of process shall be made by certified or registered mail, return receipt requested directed to Supplier at Supplier’s address as indicated on the order and service so made shall be complete three (3) days after the same shall have been posted as aforesaid. This paragraph shall not be construed as limiting the rights of ERIE AP to “vouch in” Supplier under the provisions of the Uniform Commercial Code or to join Supplier as a third party defendant under any indemnity or contribution statute in any action brought against ERIE AP by a third party in a jurisdiction other than Ontario, Canada.
GENERAL: This order shall be binding in accordance with its terms upon the parties hereto and their respective transferees, assigns and successors in interest, and is not assignable by a party hereto without prior written consent of the other party. Supplier shall not assign this order or any monies due or to become due hereunder, nor subcontract any part of this order, without the prior written consent of ERIE AP. Should any part of this order, for any reason, be declared invalid or otherwise unenforceable by a court of competent jurisdiction, such decision or determination shall not affect the validity or enforceability of any remaining portion, and such remaining portion shall remain in force and effect as if this order had been executed with the invalid portion eliminated; provided, that in the event of any such declaration of invalidity or unenforceability, the provision declared invalid shall not be invalidated in its entirety, but shall be observed and performed by the parties to the extent such provision is valid and enforceable.
CONFLICT MINERALS: Supplier agrees to comply with ERIE AP’s Conflict Minerals Policy and ensure that no items or materials or other products supplied by Supplier to ERIE AP contain any tin, tantalum, tungsten or gold (“Conflict Minerals”) that originated from the Democratic Republic of the Congo or any adjoining country (Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia). Supplier agrees to work with its supply chain to ensure traceability of any such Conflict Minerals in its products all the way back to the smelters and mines. Supplier further agrees to review and accurately complete the EICC-GeSI template or similar template and any related Conflict Minerals declaration or certification provided by ERIE AP promptly upon request by ERIE AP with respect to all items or other products supplied by Supplier to ERIE AP, and to provide ERIE AP with the names of the smelters and mines where any such Conflict Minerals in Supplier’s products originated and all information and supporting documentation relating thereto that ERIE AP may request.
SOCIAL RESPONSIBILITY: ERIE AP conducts its business activities as a socially responsible corporate citizen. ERIE AP expects its suppliers and sub-contractors to conduct business in the same manner. ERIE AP will, therefore, only do business with suppliers and sub-contractors who comply with all applicable laws, regulations, and other legal requirements, including but not limited to those relating to the anti-bribery, anti-corruption, minimum wage, overtime compensation, benefits, working hours equal opportunity / no discrimination (based on race, color, religion, age, sex, national origin or other protected status) in hiring or employment, safe and hygienic workplace conditions, workplace safety, environmental protection, collective bargaining, freedom of association, prohibitions on child labor and forced labor, and competitions laws. Suppliers’ and sub-contractors’ compliance with their social responsibilities will be verified by ERIE AP if there is reason to believe that social responsibilities have not been respected.
ANTI-BRIBERY AND ANTI-CORRUPTION: Supplier represents and warrants that it, its owners, directors, officers, employees, sub-contractors and agents will act in full compliance with any applicable anti-corruption laws and regulations, industry and professional codes of conduct and will not offer, promise, pay or arrange for payment or giving of a bribe or any benefit, advantage or anything of value to any public official, individual, entity or any other third party in exchange for an improper advantage in any form either directly or indirectly.
MATERIALS AND CERTIFICATIONS FOR FABRICATED ITEMS: Supplier agrees to provide material origin certificates showing the location where the material was manufactured. Material certificates are to be provided before material leaves the Supplier’s facility. Supplier agrees to only purchase raw materials that were manufactured in either Canada or the United States of America, unless written approval from ERIE AP is provided. Any welded items, whether aluminum or steel, are to be welded by an AWS Certified welder and shall comply with AWS D.1.1 for steel components and AWS D1.2 for aluminum components. Supplier agrees to have an AWS certified welder and AWS certified inspector on staff. All welds are to be inspected at the Supplier’s expense. ERIE AP will take no responsibility in the quality of the welds performed by Supplier. Supplier agrees to not subcontract the welding of any components to another supplier without written approval from ERIE AP. The tolerance of aluminum fabricated items shall comply with the ASTM specification(s) specified on the fabrication document. The tolerance of steel fabricated items shall comply with the ASTM specification(s) specified on the fabrication document. Finishing of any items shall comply with AAMA 2603, AAMA 2604 or AAMA 2605 or as specified on the fabrication document or purchase order.