Terms and Conditions

Matrix Technology Ltd. Supplier Terms and Conditions

1. Definitions
   • 1.1 "Buyer" refers to Matrix Technology Ltd.
   • 1.2 "Seller" refers to the supplier providing goods or services to Matrix Technology Ltd.
   • 1.3 "Products" refers to any goods, components, or services provided by the Seller.
   • 1.4 "Agreement" refers to the contract between Buyer and Seller, incorporating these Terms and Conditions.
2. AS9100 Compliance & Quality Management
   • 2.1 The Seller shall maintain a Quality Management System (QMS) that complies with AS9100 or equivalent aerospace quality standards.
   • 2.2 The Seller shall ensure all Products meet applicable specifications, drawings, industry standards, and regulatory requirements.
   • 2.3 The Seller shall flow down AS9100 requirements, including applicable regulatory and customer requirements, to sub-tier suppliers.
3. Right to Audit & Inspection
   • 3.1 The Buyer reserves the right to audit the Seller’s facilities, processes, and records to ensure compliance with AS9100, contractual requirements, and quality standards.
   • 3.2 The Seller shall provide access to relevant records, personnel, and processes for audits and inspections upon reasonable notice.
   • 3.3 The Buyer, its customers, and regulatory authorities shall have the right to verify the conformity of work at the Seller’s premises.
4. Counterfeit Parts Prevention
   • 4.1 The Seller shall implement a counterfeit prevention program in accordance with AS9100.
   • 4.2 The Seller shall only purchase materials and components from OEMs, OCMs, or authorized distributors.
   • 4.3 If suspected counterfeit parts are identified, the Seller shall immediately notify the Buyer and cooperate in investigations.
5. Nonconforming Products & RMA Process
   • 5.1 The Seller shall notify the Buyer of any nonconforming Products and obtain approval for disposition.
   • 5.2 The Seller shall implement corrective actions to prevent recurrence of nonconforming Products.
   • 5.3 Returns shall follow the Buyer’s Return Material Authorization (RMA) process. The Seller shall provide timely replacements or refunds for nonconforming Products.
   • 5.4 The Seller shall maintain records of nonconformances and corrective actions for a minimum of twenty-five (25) years or as requested in the Purchase Order (PO).
6. Change Control & Notification
   • 6.1 The Seller shall notify the Buyer in advance of any changes to product design, materials, processes, suppliers, or manufacturing locations that could impact form, fit, function, or quality.
   • 6.2 The Buyer reserves the right to approve or reject such changes.
7. Traceability & Record Retention
   • 7.1 The Seller shall maintain full traceability of materials, components, and manufacturing records for all Products.
   • 7.2 The Seller shall retain all quality and manufacturing records for a minimum of twenty-five (25) years or as requested in the Purchase Order (PO).
   • 7.3 Records shall be made available to the Buyer upon request.
8. Warranty & Liability
   • 8.1 The Seller warrants that all Products shall be free from defects in material and workmanship for a period of one (1) year from the date of delivery.
   • 8.2 The Seller shall indemnify and hold the Buyer harmless from any losses, damages, or liabilities arising from defective Products, including costs of recall, repair, or replacement.
   • 8.3 The Buyer reserves the right to claim damages resulting from nonconforming or defective Products.
9. Ethical Conduct & Compliance
   • 9.1 The Seller shall comply with all applicable laws, regulations, and ethical business practices, including anti-bribery, labor laws, and environmental regulations.
   • 9.2 The Seller shall ensure its employees and subcontractors adhere to ethical sourcing, fair labor practices, and applicable industry standards.
10. Force Majeure
    • 10.1 Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including acts of God, natural disasters, war, or government actions.
11. Governing Law
    • 11.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
    • 11.2 Any disputes shall be subject to the exclusive jurisdiction of the courts of Ontario.
12. Severability
    • 12.1 If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13. Purchase Orders, Payment Terms & Cancellation
    • 13.1 All purchases shall be made through a formal Purchase Order (PO) issued by the Buyer.
    • 13.2 Payment terms shall be Net 30 days from the date of invoice submission, unless otherwise agreed upon in writing.
    • 13.3 The Buyer reserves the right to cancel any PO, in whole or in part, without liability if the Seller fails to meet delivery schedules, quality requirements, or other contractual obligations.
    • 13.4 In the event of PO cancellation for convenience, the Buyer shall provide reasonable notice, and the Seller shall be compensated for work performed up to the cancellation date, provided such costs are substantiated and deemed reasonable by the Buyer.
14. Entire Agreement
    • 14.1 These Terms and Conditions constitute the entire agreement between the Buyer and the Seller and supersede all prior agreements, whether written or oral.
    • 14.2 No amendment shall be binding unless made in writing and signed by an authorized representative of the Buyer.
15. Product Safety Compliance

    The Supplier shall ensure that all products and services provided under this agreement comply with applicable product safety regulations and industry standards. Supplier is responsible for:

    • 15.1 Identifying and mitigating potential safety risks associated with the design, manufacturing, handling, and delivery of products.
    • 15.2 Implementing appropriate controls to prevent the introduction of counterfeit parts or materials that could compromise product integrity.
    • 15.3 Ensuring personnel are trained and aware of their roles in maintaining product safety.
    • 15.4 Reporting any product safety concerns, hazards, or nonconformities that may affect the performance, reliability, or regulatory compliance of the product.
    • 15.5 Cooperating with the Buyer in investigations related to product safety issues and implementing corrective actions as required.

    Failure to comply with these product safety requirements may result in contract termination and/or liability for damages arising from noncompliance.