Terms and Conditions

Our Agreement with You

These Terms and Conditions are issued by XACT Technologies Ltd., operating as XACT Engineered Manufacturing Solutions (“XACT EMS”). They apply to all suppliers and vendors who do business with XACT EMS and outline the expectations, obligations, and legal framework that govern our purchasing relationships.

1. Definitions

1.1 “Buyer” refers to XACT EMS.
1.2 “Seller” refers to the supplier providing goods or services to XACT EMS.
1.3 “Products” refers to any goods, components, materials, or services provided by the Seller.
1.4 “Agreement” refers to the contract between Buyer and Seller, including any purchase orders and these Terms and Conditions.

2. AS9100 Compliance and Quality Management

2.1 The Seller shall maintain a Quality Management System (QMS) compliant with AS9100 or equivalent aerospace standards.
2.2 Products must meet all applicable specifications, drawings, contractual requirements, and regulations.
2.3 AS9100 and customer requirements must be flowed down to all sub-tier suppliers.
2.4 Seller must ensure personnel are trained and qualified in accordance with quality requirements.

3. Right to Audit and Inspection

3.1 XACT EMS, its customers, or applicable regulatory bodies may audit the Seller’s facilities, records, and processes with reasonable notice.
3.2 Seller shall provide access to relevant facilities, documents, and personnel to ensure compliance.

4. Counterfeit Parts Prevention

4.1 Seller must implement a counterfeit part prevention plan aligned with AS9100 standards.
4.2 Only purchase parts and materials from OEMs, OCMs, or their authorized distributors.
4.3 Suspected counterfeit components must be reported immediately to XACT EMS and isolated pending investigation.

5. Product Changes and Nonconformances

5.1 Seller must notify XACT EMS of any changes to product design, materials, manufacturing process, or facility that could affect form, fit, function, or regulatory compliance.
5.2 Nonconforming Products must be disclosed in writing and dispositioned by XACT EMS before shipment.
5.3 Seller must implement corrective actions and retain related records for at least twenty-five (25) years or as otherwise stated in the PO.

6. Product Safety and Traceability

6.1 Seller is responsible for identifying and mitigating product safety risks throughout the product lifecycle.
6.2 Full traceability of materials and processes is required for all Products.
6.3 Seller must make all records related to safety and traceability available upon request.

7. Warranty and Liability

7.1 Seller warrants that all Products will be free from defects in material and workmanship for one (1) year from the date of delivery.
7.2 XACT EMS reserves the right to reject, return, or request rework of defective Products.
7.3 Seller shall indemnify and hold harmless XACT EMS from any losses or liabilities related to defective Products, including costs of repair, replacement, recall, or downstream damage.

8. Ethical Conduct and Legal Compliance

8.1 Seller must comply with all applicable laws and ethical business practices, including labor, anti-bribery, and environmental standards.
8.2 Seller shall ensure that its subcontractors meet the same legal and ethical requirements.

9. Force Majeure

9.1 Neither party shall be liable for delay or failure in performance caused by events beyond their control, including natural disasters, war, supply chain disruptions, or government actions.
9.2 The affected party must notify the other party promptly of any such event.

10. Governing Law

10.1 This Agreement is governed by the laws of the jurisdiction in which the XACT EMS facility issuing the purchase order operates (Canada or the United States).
10.2 Any disputes will be resolved in the courts of that jurisdiction.

11. Severability

11.1 If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. Purchase Orders, Payment Terms, and Cancellation

12.1 All orders must be initiated via an official Purchase Order (PO) from XACT EMS.
12.2 Standard payment terms are Net 30 days from receipt of invoice unless otherwise agreed.
12.3 XACT EMS reserves the right to cancel any PO, in whole or in part, without liability, if the Seller fails to meet delivery, quality, or other contractual obligations.
12.4 For cancellations for convenience, the Seller may be compensated for work performed up to the cancellation date, provided costs are documented and deemed reasonable by the Buyer.

13. Entire Agreement

13.1 These Terms and Conditions represent the entire agreement between the Buyer and Seller. No modification shall be binding unless in writing and signed by an authorized representative of XACT EMS.

Related Policies

For a complete overview of our legal and operational policies, please refer to the following:

Warranty: One-year limited product warranty and service information

Terms and Conditions: Supplier requirements, quality standards, and purchasing terms

Last Updated

July 8, 2025