Notwithstanding the prior inspection, payment or use of the merchandise, Mesotec reserves the right within six (6) months after reception to refuse any and all items that do not meet an order’s requirements. All merchandise thus refused shall be returned by collect courier to the supplier for credit or reimbursement and, unless otherwise specified by the supplier, its full value shall be declared. No merchandise thus refused shall be replaced by the supplier without Mesotec’s written authorization and required corrective measures.

The supplier warrants to Mesotec and the purchasers of Mesotec products that the merchandise delivered shall be exempt of any defect and in line with its intended use, whether said use has been explicitly specified or not. It also warrants that all merchandise shall be free and clear of any encumbrance or privilege.

In the case of any repair, replacement or rework, the invoice presented to Mesotec shall make reference to the repair order number.

Mesotec peut exiger que le fournisseur exécute des modifications à la spécification ou à la configuration des marchandises. Seule une demande de modification signée par un agent autorisé du Service des achats engage la responsabilité de Mesotec. Si la demande entraîne un changement des délais de livraison, un bon de commande supplémentaire est émis. Le fournisseur soumet toute demande de rajustement dans les quinze (15) jours qui suivent la réception de l'avis de modification; il procède néanmoins à l'exécution de la commande en attente du règlement.

Mesotec reserves the right to cancel an order or to modify its schedule by giving a written notice to the supplier to this effect. In the case of a cancellation, unless the supplier is responsible for it, the supplier shall be entitled to the reimbursement of the expenses he rightfully incurred up to the date of cancellation in addition to a reasonable profit margin for the work carried out, up to a maximum of the order’s value. However, the supplier may not claim loss of anticipated profit or loss of revenue resulting from scheduling changes.

Deliveries of more than 100 lbs. of steel, aluminium, etc. must absolutely be wrapped to avoid placing two different part numbers in the same box.

The supplier shall not be held responsible for lateness for reasons entirely beyond its control, provided however that the supplier has taken care to promptly notify Mesotec in writing and taken all necessary measures to minimize the impacts of said lateness. The supplier shall immediately inform Mesotec of any labour dispute that may compromise Mesotec’s ability to deliver its own products. Mesotec reserves the right to cancel an order by giving a written notice to this effect to the supplier. Likewise, the supplier indemnifies Mesotec and holds it harmless against any failure due to circumstances entirely beyond its control.

A purchase order may not be assigned or contracted out in whole or in part to a third party without Mesotec’s written consent.

When Mesotec provides the supplier with the raw material or finished parts that must be incorporated into the merchandise, compensation for waste may be provided under the order.

All drawings, specifications, studies, processes or other documents provided or presented by Mesotec as part of an order remain the property of Mesotec; they are surrendered in accordance with Mesotec’s instructions once the last order has been completed. In no case shall the supplier divulge said documents to third parties or use them for purposes other than carrying out the work for Mesotec.

An order is governed by the laws in force in the province in which it is made. The supplier shall comply with all federal, provincial and regional laws and regulations.

Mesotec may cancel an order if the supplier does not fulfil its obligations, becomes insolvable, commits an act of bankruptcy, is bankrupt, undergoes a reorganization or closure or if a trustee in bankruptcy is appointed as custodian of its assets.

All shipping bills, invoices, bills of lading, carrier forms, packages and items of correspondence must bear the order number.

A purchase order constitutes the entire agreement between the parties, and all terms and conditions—whether verbal or in writing—shall be null and void.

Unless otherwise specified, the entered price includes all of the supplier’s costs and expenses. All applicable federal, provincial and regional taxes shall be calculated separately.

A purchase order is subject to a source inspection and the surveillance of the purchaser, his representative and/or his client. The purchaser and/or his client shall have access at any reasonable time to the supplier’s or his subcontractors’ premises to take stock of work progress and make sure that the merchandise supplied corresponds to the merchandise ordered.

The supplier agrees to provide Mesotec, upon request, with annual proof of property insurance covering the value of Mesotec’s assets on the supplier’s premises as well as annual proof of civil liability insurance in the amount of two million dollars.

WARNING: "Information furnished to the Seller under this Purchase Order contains technical data, the use of which is restricted by the U.S. Arms Export Control Act. This data has been provided in accordance with, and is subject to, the limitations specified in S 126.5 of the International Traffic in Arms Regulations (ITAR). Seller is advised and hereby acknowledges that such technical data may not be exported, disclosed or transferred to any foreign person as defined in the ITAR at (22 C.F.R. Parts S126.1), without first complying with all requirements of the ITAR (22 C.F.R. Parts S 120-130). If such data is marked ITAR controlled, Seller shall indemnify and hold Buyer harmless from and against any and all claims, liabilities and expenses resulting from Seller's failure to comply with the export laws and regulations of the United States. By accepting this data, the consignee agrees to honor the requirements of the ITAR." Violations of these export laws are subject to severe criminal and civil penalties.

"The Canadian Controlled Goods Registration Program (CGRP) established under the Canadian Defense Production Act (DPA) applies to this Purchase Order. In order to obtain the applicable "controlled goods and technical data", the Canadian Seller must be registered under the CGRP or excluded under the DPA. Seller is advised and hereby acknowledges that such controlled goods and/or technical data may not be exported, disclosed or transferred to any third parties that are not registered under the CGRP or excluded under the DPA." The Defense Production Act allows for severe sanctions to be imposed to any individual who deliberately transfers or gives access to controlled goods and/or technical data to an unauthorized individual.

WARRANTY REGARDING AND NOTICE OF DEBARMENT OR SUSPENSION:

(a) Seller warrants that at the time of entering into this contract, neither it nor any of its principals (including officers and directors) has been suspended, debarred, or declared ineligible by any agency or Department of the U.S. Government; and,

(b) Seller shall provide immediate notice to Buyer in the event of being suspended, debarred, or declared ineligible by any agency or Department of the U.S. Government, or upon receipt of a notice of proposed debarment from any agency or Department of the U.S. Government, during the performance of this contract.

The metals required for the fulfillment of this order / contract must be acquired under the defense federal acquisition regulations supplement clause 252.225-7009," preference for domestic specialty metals". This clause requires that any specialty metals incorporated into articles to be delivered to the U.S. department of defense shall be melted or remelted in the United States or in a qualifying country. Any deviation to the list of qualifying countries must be submitted for pre-approval through the buyer. For verification of applicable metals and qualifying countries, please refer to The stated DFARS clause or contact your buyer.

Mesotec is a supplier in complex machining and assembly of components and precise tooling for aerospace and high technology asks suppliers to take into account the obsolescence of the product. All supliers of material, services or treatments must systematically send Mesotec without delay any announcement of obsolescence in order for Mesotec to be able to place a last order to cover our customer needs. These announcements must be accompanied by equivalent or alternate solution.

If applicable, the supplier shall put in place dispositions to prevent usage of counterfeit parts.

1. Their contribution to reach the quality objective and on time delivery;
2. Their contribution to the security of products;
3. The importance of ethical behavior.