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1. Seller guarantees that the prices mentioned in this order (or other lower prices) at which Seller will invoice the goods to Buyer are Seller’s lowest and best prices for the goods ordered herein and that all prevailing taxes, otherwise which may apply to domestic sales but which do not apply to goods exported from this Country have been excluded and will not, therefore, be included in Seller’s invoice prices. When requested, Buyer will furnish proof of having exported the goods.
2. PRISON MADE GOODS – Federal Government regulations prohibit the importation and sale of goods which have been made either wholly or in part by Prison Labor. If this applies to the goods supplied by Seller, this order MUST be returned immediately to Buyer.
3. Buyer reserves the right to change delivery schedules and to suspend temporarily scheduled shipments. If the goods are shipped or received in advance of schedule, Buyer may return such goods to Seller at Seller’s risk and expense.
4. CANCELLATION WITH CAUSE– Buyer reserves the right to cancel this order if Seller does not comply with the terms hereof, and in the event of the happening of any of the following: Seller’s insolvency; Seller’s filing of a voluntary petition in bankruptcy; the filing of an involuntary petition to have Seller declared bankrupt, provided itis not vacated within thirty (30) days from the date of filing; the appointment of a receiver or trustee for Seller, provided such appointment is not vacated within thirty (30) days from the date of such creditors. In the event of any such cancellation, Buyer with Buyer’s prejudice to any other right available to Buyer for breach of contract, shall have the right (a) to refuse to accept delivery of the goods, (b) to return to Seller any goods already accepted, (c)to recover from Seller all payments made therefore, and for freight, storage, handling, and other expenses incurred by Buyer and to be relieved from liability for any future payments to Seller; and (d) to purchase elsewhere and charge Seller with any resultant losses.
5. CANCELLATION WITHOUTCAUSE – Buyer reserves the right to cancel this order, in whole or in part, at any time, without cause or Seller’s default, and to make changes in specifications or requirements. Seller shall, upon Buyer’s request, immediately suspend shipments of goods and performance of work until further written orders from Buyer. Any such cancellations or extensions in times of delivery and performance, and any losses or damages, resulting from such cancellations and suspensions shall be equitably adjusted between Buyer and Seller and this order modified accordingly. However, Buyer shall not be liable for failure to accept the goods ordered herein and for cancellation of this order arising from causes beyond Buyer’s reasonable control, such as Seller’s inability to ship (export)as intended because of conditions abroad, floods, fires, court orders, strikes, work stoppages or acts of governmental authorities.
6. NONASSIGNABILITY – This order shall not be assigned, in whole or in part, without Buyer’s written consent, and if so assigned, shall be binding upon the successors and assigns of the parties hereto.
7. APPLICABLE LAW – The rights and duties of the parties hereto shall be determined by the laws of the State of Delaware, and to that end this agreement shall be construed and considered as a contract made and to be performed in the State of Delaware.
8. PACKING & SHIPPING –All items shall be prepared and packed for shipment in a manner that will prevent damage in transit. Buyer is not liable for extra charges for packing, cartage or anything else unless stated in this order. Seller shall mark the number of this order on each container and enclose a packing slip with the order number in each container. Seller shall mail/e-mail invoices to AP department no later than one day after the shipment has been made.
9. DELIVERY SCHEDULE –Seller shall follow the delivery schedule shown on this order and shall not make deliveries later or substantially earlier than dates shown. Time is the essence of this agreement. If items are shipped substantially in advance of scheduled delivery dates, Buyer may return them at Seller’s expense. If Seller exercises due care, Seller shall not be liable for delays in delivery due to acts of God, floods, fire, war, riot, strikes and damage in transit due to causes beyond its reasonable control. However, if Seller does not adhere to the delivery schedule regardless of the cause (acts of God, etc.) Buyer may terminate this order without liability upon it to Seller, or Buyer may agree toa revised delivery schedule.
10. INSPECTION – Seller agrees to permit the Buyer’s inspectors to have access to the Seller’s plant at all reasonable times for the purpose of inspecting the items set forth on this order or work in process for production of such items. All items are subject to final inspection and approval at Buyer’s plant or other place designated by Buyer. Such inspection shall be made within a reasonable time after delivery, irrespective of the date of payment. Buyer may return rejected items at Seller’s expense. Seller shall not replace items returned as defective unless so directed by Buyer in writing.
11. CHANGES BY BUYER – Buyer may make changes in the drawing and specifications on any item at any time. If such changes result in delay or additional expense to Seller, an equitable adjustment of price and delivery schedules will be made.
12. CHANGES BY SELLER – Seller agrees to notify Buyer of changes to processes, products, or services, including changes of sub-tier suppliers or location of manufacture for Buyer’s approval.
13. BUYER’S PROPERTY – All tools, dies, jigs, patterns, equipment or material and other items purchased, furnished, charged to or paid for by Buyer, and any replacement thereof, shall remain the property of the Buyer. Such property shall be plainly marked to show it is the property of the Buyer and shall be safely stored apart from other property. Seller shall not substitute other property for Buyer’s property and shall not use such property except infilling Buyer’s orders. Seller shall hold such property at its own risk and upon Buyer’s written request shall redeliver the property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted.
14. WARRANTY – Seller confirms any express warranty (oral or written) previously made and warrants that all items shall be free from defects of material or workmanship, shall conform to drawings and specifications and any samples previously delivered shall be of merchantable quality and fit for the purpose for which purchased. Such warranties, together with all other services, warranties, and guarantees of Seller, not including any disclaimers, shall run-in favor of Buyer, its employees and its customers. Seller agrees to indemnify and hold Buyer harmless from any and all liability of Buyer arising out of origin any way connected with a breach of this warranty or the negligence of Seller in the manufacture or design of the items set forth in this order.
15. DRAWING, SPECIFICATIONS & TECHNICAL INFORMATION – The ideas, information and designs contained in or shown upon, and the drawings, specifications, photographs and other engineering and manufacturing information supplied by Buyer, shall remain Buyer’s property, shall be retained in confidence by Seller and not disclosed to any other person or entity, and shall not be used or incorporated into any product, or item later manufactured or assembled by Seller for anyone other than Buyer. Any unpatented knowledge or information concerning Seller’s processes, present or contemplated products or their uses which Seller may order shall, unless otherwise specifically agreed in writing, be deemed to have been disclosed as a part of the consideration for this order, and Seller agrees not to assert any claim (other than a claim for patent infringement) against Buyer by reason of any use or alleged use to which any such information or knowledge may be put by Buyer.
16. PATENT TRADEMARK & COPYRIGHT INDEMNITY – Seller agrees to indemnify Buyer and hold it harmless from and against all claims, liability, loss, damage or expense, including counsel fees, arising from or by reason of any actual or claimed trademark, patent, or copyright infringements or litigation based thereon, with respect to the goods or any part thereof covered by this order and such obligation shall survive, acceptance to the goods and payment thereof by the Buyer.
17. ENGLISH LANGUAGE – When specifically requested by Buyer, Seller shall make specified quality data and/or approved design data available in the English language.
18. QUALITY ASSURANCE SYSTEM – Seller shall maintain a documented inspection and quality assurance system acceptable to Buyer. Systems certified to the current revisions of the following standards are considered acceptable:
· ISO 9001 - Quality Management Systems - Requirements
· AS9100 - Quality Systems- Aerospace - Model for Quality Assurance in Design, Development, Production, Installation and Servicing
· AS9120 - Quality Management Systems - Aerospace Requirements for Stock list Distributors
· ISO 17025 - Testing and Calibration Laboratories (Calibration Providers only)
Sellers holding one or more of these standards shall provide evidence of certification. Sellers NOT certified to one of these standards shall provide documentation of an acceptable quality assurance and inspection system for Buyer’s review and approval.
19. CERTIFICATE OF CONFORMANCE – Shall be included with each shipment. The Certificate shall certify that the shipment meets all contract requirements. For chemical goods, a Certificate of Analysis shall be provided. The Certificate shall be traceable to manufacturing quality records, chemical, or physical data as applicable. The Certificate of Conformance shall include:
· Purchase Order Number(s)
· Lot and/or Serial Numbers
· Part Name, Drawing, and/or Specification Number
· Signature of Authorized Representative of the Seller
20. SUBCONTRACT ASSIGNMENT & SETOFF – Seller shall not, without the written consent of the Buyer, make any contract with any other person for furnishing any of the completed items covered by this order or assign this order or any right hereunder. Buyer may set off against amount payable to any person under this order any claim or charge it may have against Seller.
21. FAIR LABOR STANDARDS ACT – Seller represents that the items to be furnished hereunder are produced in compliance with the Federal Labor Standards Act of 1938. Each of Seller’s invoices shall contain a certificate that the items covered by the invoice were produced in compliance with the Fair Labor Standards Act of 1938.
22. COMPLIANCE – Seller shall comply with all applicable laws, executive orders, ordinances and regulations.
23. OCCUPATIONAL HEALTH & SAFETY – Seller shall ensure that it is in compliance with all occupational health and safety laws and regulations.
24. ENVIRONMENTAL MANAGEMENT – Seller shall ensure that it is incompliance with all environmental laws and regulations. It is preferable that the seller shall implement an Environmental Management System in accordance with ISO 14001.
25. COMPLETE AGREEMENT – The conditions of purchase stated herein including all insertions thereon by the Buyer constitute the complete agreement between the Buyer and Seller concerning this Purchase. Any prior negotiations between the Buyer and Seller, or terms or conditions of sale set forth in the Seller’s quotation or order or sales acknowledgement shall not constitute a part of the agreement between the Buyer and Seller concerning this purchase.
26. RIGHT OF ACCESS – Seller agrees to permit Buyer, Buyer’s customer and regulatory authorities’ right of access to all the applicable areas of Seller’s facilities, at any level of the supply chain, involved in the order and to all applicable records.
27. NONCONFORMING MATERIAL CONTROL – Seller shall establish and maintain an effective and positive system for controlling nonconforming material, including procedures for the identification, segregation, presentation and disposition of reworked or repaired supplies. All nonconforming supplies shall be positively identified to prevent use, shipment and intermingling with conforming supplies.
Seller shall report to Buyer if a product, article or service has-been released (shipped, delivered, etc.) from Seller and subsequently found not to conform to the applicable design data within 72 hours of discovery. Seller shall email Buyer Quality Representative to disclose the escapement, submit a Seller notification of escapement or equivalent, and provide containment, root cause and corrective action statement.
28. CORRECTIVE ACTION – Buyer may request formal Corrective Action from the Seller to address nonconformances. The Seller shall submit its response within the timeframe specified by Buyer. Buyer reserves the right to reject any root cause and/or corrective action provided by the Seller and may request subsequent investigation and/or corrective action.
29. DEVIATIONS – Items controlled by a Buyer control drawing must meet all requirements of the drawing. Any deviation to the drawing must have written approval from Buyer prior to delivery.
30. PROHIBITED MATERIAL USES – Parts supplied on this Contract shall not be exposed to or contain functional mercury or mercury compounds.
31. RECORD RETENTION – Records of tests, inspections, and other activities providing evidence of acceptability to specifications shall be maintained by the Seller for a minimum of eleven (11) years unless otherwise noted in the contract.
At the expiration of such period set forth above and prior to any disposal of records, Seller will notify Buyer of records to be disposed of and Buyer reserves the right to request delivery of such records. In the event Buyer chooses to exercise this right, Seller shall promptly deliver such records to Buyer at no additional cost on media agreed to by both parties.
32. EQUIPMENTCALIBRATION – All measuring equipment shall be calibrated or verified, or both, at specified intervals, or prior to use, against measurement standards traceable to NIST standards in accordance with the requirements of ANSI/NCSLZ540.3 and ISO 17025, or the latest equivalent.
33. COUNTERFEIT GOODS – Seller shall implement an appropriate strategy to ensure that Goods furnished to Buyer under this contract are not Counterfeit Goods. Seller’s strategy shall include, but not be limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items. When items are to be procured from non-authorized suppliers, it is to be done only during DMS (Diminishing Manufacturing Sources) or when obsolescence conditions are present. Seller must disclose that they are not authorized to sell these parts and must obtain written approval from Buyer. Also required from such Non-authorized suppliers are appropriate certificates of conformance that provide one or more of the following: (1) the OEM’s original certificate of conformance for the item; (2) sufficient records providing unbroken supply chain traceability to the OEM; or (3) test and inspection records demonstrating the item’s authenticity.
34. ACCEPTANCE AUTHORITY MEDIA – Seller shall warrant that all record sand information related to this Contract shall be free from any fraudulent statements or omissions. The Seller shall establish controls for the use of acceptance authority media (AAM) (e.g., stamps, electronic signatures, passwords).
35. QUALITY MANAGEMENT SYSTEM CHANGES – Seller shall notify Buyer of any changes in or adverse Level II or Level III actions affecting the Quality Management System including but not limited to changes of the Certification Status of the Quality Management System, Management Representative, Quality Manager, Ownership and Location.
36. COMPETENCYAND AWARENESS – The Seller shall ensure that all personnel who have an influence on the quality of the work performed shall have the necessary competence and skills. The Seller shall ensure that personnel are aware of their contribution to product or service conformity, to product safety, and to the importance of ethical behavior.
37. FLOW DOWN REQUIREMENTS – Seller shall flow down all applicable requirements, including Key Characteristics, where required for all processes that are outsourced to sub-tier suppliers.
38. AFFIRMATIVEACTION COMPLIANCE – The parties hereby incorporate the requirements of 41 CFR60-1.4(a)(7), 29 CFR Part 471, Appendix A to Subpart A, 41 CFR 60-300.5(a)ii and 41 CFR 60-741.5(a), if applicable.
Buyer and Seller shall abide by the requirements of 41CFR60-300.5(a).This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
Buyer and Seller shall abide by the requirements of 41CFR60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
39. GIDEPMEMBERSHIP – The Seller is required to be a member of GIDEP(Government/Industry Data Exchange Program) if Seller is eligible.
40. FOREIGNOBJECT CONTROL – Seller is required to established and maintain a FOD prevention program in compliance with AS9146 Foreign Object Damage (FOD)Prevention Program - Requirements for Aviation, Space, and Defense Organizations.
41. FIRSTARTICLE INSPECTION REPORT – Seller shall perform First Article Inspections according to the requirements of AS9102 Aerospace Series - First Article Inspection Requirements. Seller.Seller shall provide a First Article Inspection Report for the first shipment of articles delivered according to this contract which are built according to a Buyer provided source-controlled drawing. Records of First Article inspections shall be retained for not less than eleven (11) years.
42. IPC Certification and Workmanship (Printed Circuit Boards, Electronic Assemblies, and Cable and Wire Harness assemblies), Class 3
· Printed circuit boards, Electronic Assemblies, and Cable and Wire Harness Assemblies shall be built using J-STD and IPC certified personnel.
· Unless otherwise stated on the drawing or contract:
· Soldering shall be performed by personnel certified to J-STD-001 – Requirements for Soldered Electrical and Electronic Assemblies.
· Printed Circuit boards shall have workmanship in compliance with IPC-6011 or IPC-6012, IPC-A-600 as applicable, Class 3 – Acceptability of Printed Boards
· Electronic Assemblies shall have workmanship in compliance with IPC-A-610, Class 3 – Acceptability of Electronic Assemblies
· Cable Assemblies shall have workmanship in compliance with IPC/WHMA-A- 620, Class 3 – Requirements and Acceptance for Cable and Wire Harness Assemblies
43. ESDSENSITIVE ITEMS – Shall be protected against Electro-Static Discharge (ESD)from time of manufacture to delivery at Buyer. ESD packaging and marking is required for ESD sensitive items. An ESD control program as per ANSI/ESD S20.20 – Protection Of Electrical And Electronic Parts, Assemblies And Equipment is recommended for proper methods of handling, storage, and assembly of ESD sensitive items.
44. SAFETYDATA SHEETS (SDS) – Shall be included with all shipments of hazardous materials.
45. OZONEDEPLETING SUBSTANCES – For Sellers performing value added activities on goods and services ordered according to this contract, the Seller shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d) and40 CFR Part 82, Subpart E, as applicable:
Warning: Contains *_______, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
Or
Warning: Manufactured with *_______, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
* Seller shall insert the name of the substance(s).
This requirement shall be included in all contracts placed by the Seller, including the requirement that it be flowed throughout the supply chain.
Definition: “Ozone-depleting substance," as used in this clause, means any substance the Environmental Protection Agency designates in 40 CFR Part 82 as –
(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or
(2) Class II, including, but not limited to hydrochlorofluorocarbons.
46. AGESENSITIVE MATERIALS – Must have 50% minimum life remaining when received unless otherwise specified.
47. SAMPLINGPLANS – Whenever applying statistical sampling methods as a means to ensure product, article, or service conformance Seller shall comply with requirements of document AS9138 – Aerospace Series – Quality Management Systems Statistical Product Acceptance Requirements, as may be amended from time to time. Seller’s statistical sampling procedure/plan must include the following to be compliant:
· Minimum protection levels as defined within AS9138 Table A1
· C=0 criteria as defined within AS9138 Section 3.11
· Sampling restrictions as contained within AS9138, Section 4.3 Safety/Critical Characteristics, and
· Sampling requirements and/or prohibitions contained within the approved part/product Design.
Buyer reserves the right to disallow Seller's statistical methods for product acceptance for specific sites/programs, parts or characteristics, and to conduct surveillance at Seller's facility to assess compliance to the requirements of AS9138 and/or part/product Design Data sampling requirements.
Non-Compliance with any PO requirement will result in Material rejection.
Payment shall be made only when all Contract requirements are met.
SPECIALQUALITY REQUIREMENTS:
Special quality requirements shall be called out on the contract when applicable.
1. Buyer Source Inspection required.
2. Customer/Government Source Inspection required.
3. Other (See PO Notes).
IF THIS ORDER INDICATES THAT IT RELATES TO A GOVERNMENT CONTRACTTHE FOLLOWING ADDITIONAL CONDITIONS APPLY:
A. ASPR ADDITIONS – The following clauses from the Armed Services Procurement Regulations in effect on the date of the prime contract in connection with which this order is let are hereby incorporated and made a part hereof as though set forth in full: Defense Priority and Allocation Requirements (52.211-15); Buy American Act (7-104.3);Eight House Law (7-103.16); Walsh-Healey Act (7-103.17); Vincent-Trammel Act(7-103.11); Military Security Requirements (7-104.12); Examinations of Records(7-104.15); Notice to Government of Labor Disputes (7-104.4); Renegotiation(7-103.13); Filing of Patent Rights (9-107.2); and Data (9-203.1 and 9-203.4).Where necessary to make the context of these clauses applicable to this agreement the term “contractor” shall mean the Seller and the term “contract "shall mean this agreement.
B. NON-DISCRIMINATION INEMPLOYMENT – (7-103.18)
1. In connection with the performance of work under this contract the Seller agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provisions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. The Seller agrees to post hereafter inconspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the non-discrimination clause.
2. The Seller further agrees to insert the foregoing provision in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials.
C. SOURCE INSPECTION –Buyer reserves the right to request Government Inspection at the source. In the event that this right is exercised, the Seller, at its expense, shall make all necessary arrangements with the proper Government agency to arrange for this inspection and shall promptly furnish Buyer with the resulting inspection certificates.
D. TERMINATION – Buyer may cancel this agreement at any time by giving written notice to Seller. In such event, the procedure for termination and for the settlement of the obligations of Buyer and Seller in connection with such termination shall be in accordance with the principles set forth in Section VII of the Armed Service Procurement Regulation. The provisions of the paragraph shall not limit or affect the right to the Buyer to terminate this order for the default of the Seller.
E. Government owned special tooling produced or used under this Contract is the property of the United States Government. The Seller shall conform to the applicable requirements of Defense Federal Acquisition Regulations (DFAR) regarding government property in the possession of contractors.
IF THIS ORDER INDICATESTHAT ITMAY REQUIRE DIRECT SHIPMENT TO A BOEING COMMERCIAL AIRPLANES LOCATION:
THESELLER WILL PLACE THE FOLLOWING STATEMENT ON THE SHIPPING DOCUMENTATION OF ALLSHIPMENTS TO BOEING:
"Seller hereby acknowledges that the parts and/or materials being shipped under this order are intended for use under Boeing's Federal Aviation Administration (FAA)issued Production Certificate 700 and no articles (or constituent parts thereof) or the accompanying paperwork (e.g., packages, shippers, etc.) contain any Federal Aviation Administration- Parts Manufacturer Approval (FAA-PMA) markings."
THEPREFERRED LOCATION FOR THE STATEMENT IS ON THE SHIPPING DOCUMENT, NEXT TO, ORFOLLOWING, THE CERTIFICATE OF CONFORMANCE (C of C). THE STATEMENT MAY BEPRINTED, STAMPED OR ATTACHED AS A LABEL OR STICKER TO THE SHIPPINGDOCUMENTATION. IT IS ALLOWABLE TO REPLACE "Seller" WITH THE COMPANYNAME OR "WE".
Boeing requires that the provisions/requirements set forth above, as determined by the Seller to be applicable, be included in Seller's direct supply contracts as well as the obligation that they be flowed to the sub-tier supply chain.
1. Seller guarantees that the prices mentioned in this order (or other lower prices) at which Seller will invoice the goods to Buyer are Seller’s lowest and best prices for the goods ordered herein and that all prevailing taxes, otherwise which may apply to domestic sales but which do not apply to goods exported from this Country have been excluded and will not, therefore, be included in Seller’s invoice prices. When requested, Buyer will furnish proof of having exported the goods.
2. PRISON MADE GOODS – Federal Government regulations prohibit the importation and sale of goods which have been made either wholly or in part by Prison Labor. If this applies to the goods supplied by Seller, this order MUST be returned immediately to Buyer.
3. Buyer reserves the right to change delivery schedules and to suspend temporarily scheduled shipments. If the goods are shipped or received in advance of schedule, Buyer may return such goods to Seller at Seller’s risk and expense.
4. CANCELLATION WITH CAUSE – Buyer reserves the right to cancel this order if Seller does not comply with the terms hereof, and in the event of the happening of any of the following: Seller’s insolvency; Seller’s filing of a voluntary petition in bankruptcy; the filing of an involuntary petition to have Seller declared bankrupt, provided it is not vacated within thirty (30) days from the date of filing; the appointment of a receiver or trustee for Seller, provided such appointment is not vacated within thirty (30) days from the date of such creditors. In the event of any such cancellation, Buyer with Buyer’s prejudice to any other right available to Buyer for breach of contract, shall have the right (a) to refuse to accept delivery of the goods, (b) to return to Seller any goods already accepted, (c) to recover from Seller all payments made therefore, and for freight, storage, handling, and other expenses incurred by Buyer and to be relieved from liability for any future payments to Seller; and(d) to purchase elsewhere and charge Seller with any resultant losses.
5. CANCELLATION WITHOUT CAUSE – Buyer reserves the right to cancel this order, in whole or in part, at any time, without cause or Seller’s default, and to make changes in specifications or requirements. Seller shall, upon Buyer’s request, immediately suspend shipments of goods and performance of work until further written orders from Buyer. Any such cancellations or extensions in times of delivery and performance, and any losses or damages, resulting from such cancellations and suspensions shall be equitably adjusted between Buyer and Seller and this order modified accordingly. However, Buyer shall not be liable for failure to accept the goods ordered herein and for cancellation of this order arising from causes beyond Buyer’s reasonable control, such as Seller’s inability to ship (export) as intended because of conditions abroad, floods, fires, court orders, strikes, work stoppages or acts of governmental authorities.
6. NONASSIGNABILITY – This order shall not be assigned, in whole or in part, without Buyer’s written consent, and if so assigned, shall be binding upon the successors and assigns of the parties hereto.
7. APPLICABLE LAW – The rights and duties of the parties hereto shall be determined by the laws of the State of Delaware, and to that end this agreement shall be construed and considered as a contract made and to be performed in the State of Delaware.
8. PACKING & SHIPPING– All items shall be prepared and packed for shipment in a manner that will prevent damage in transit. Buyer is not liable for extra charges for packing, cartage or anything else unless stated in this order. Seller shall mark the number of this order on each container and enclose a packing slip with the order number in each container. Seller shall mail/e-mail invoices to AP department no later than one day after the shipment has been made.
9. DELIVERY SCHEDULE – Seller shall follow the delivery schedule shown on this order and shall not make deliveries later or substantially earlier than dates shown. Time is the essence of this agreement. If items are shipped substantially in advance of scheduled delivery dates, Buyer may return them at Seller’s expense. If Seller exercises due care, Seller shall not be liable for delays in delivery due to acts of God, floods, fire, war, riot, strikes and damage in transit due to causes beyond its reasonable control. However, if Seller does not adhere to the delivery schedule regardless of the cause (acts of God, etc.) Buyer may terminate this order without liability upon it to Seller, or Buyer may agree to a revised delivery schedule.
10. INSPECTION – Seller agrees to permit the Buyer’s inspectors to have access to the Seller’s plant at all reasonable times for the purpose of inspecting the items set forth on this order or work in process for production of such items. All items are subject to final inspection and approval at Buyer’s plant or other place designated by Buyer. Such inspection shall be made within a reasonable time after delivery, irrespective of the date of payment. Buyer may return rejected items at Seller’s expense. Seller shall not replace items returned as defective unless so directed by Buyer in writing.
11. CHANGES BY BUYER – Buyer may make changes in the drawing and specifications on any item at any time. If such changes result in delay or additional expense to Seller, an equitable adjustment of price and delivery schedules will be made.
12. CHANGES BY SELLER – Seller agrees to notify Buyer of changes to processes, products, or services, including changes of sub-tier suppliers or location of manufacture for Buyer’s approval.
13. BUYER’S PROPERTY – All tools, dies, jigs, patterns, equipment or material and other items purchased, furnished, charged to or paid for by Buyer, and any replacement thereof, shall remain the property of the Buyer. Such property shall be plainly marked to show it is the property of the Buyer and shall be safely stored apart from other property. Seller shall not substitute other property for Buyer’s property and shall not use such property except in filling Buyer’s orders. Seller shall hold such property at its own risk and upon Buyer’s written request shall redeliver the property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted.
14. WARRANTY – Seller confirms any express warranty (oral or written) previously made and warrants that all items shall be free from defects of material or workmanship, shall conform to drawings and specifications and any samples previously delivered shall be of merchantable equality and fit for the purpose for which purchased. Such warranties, together with all other services, warranties, and guarantees of Seller, not including any disclaimers, shall run in favor of Buyer, its employees and its customers. Seller agrees to indemnify and hold Buyer harmless from any and all liability of Buyer arising out of or in any way connected with a breach of this warranty or the negligence of Seller in the manufacture or design of the items set forth in this order.
15. DRAWING, SPECIFICATIONS & TECHNICAL INFORMATION – The ideas, information and designs contained in or shown upon, and the drawings, specifications, photographs and other engineering and manufacturing information supplied by Buyer, shall remain Buyer’s property, shall be retained in confidence by Seller and not disclosed to any other person or entity, and shall not be used or incorporated into any product, or item later manufactured or assembled by Seller for anyone other than Buyer. Any unpatented knowledge or information concerning Seller’s processes, present or contemplated products or their uses which Seller may order shall, unless otherwise specifically agreed in writing, be deemed to have been disclosed as a part of the consideration for this order, and Seller agrees not to assert any claim (other than a claim for patent infringement) against Buyer by reason of any use or alleged use to which any such information or knowledge may be put by Buyer.
16. PATENT TRADEMARK & COPYRIGHT INDEMNITY – Seller agrees to indemnify Buyer and hold it harmless from and against all claims, liability, loss, damage or expense, including counsel fees, arising from or by reason of any actual or claimed trademark, patent, or copyright infringements or litigation based thereon, with respect to the goods or any part thereof covered by this order and such obligation shall survive, acceptance to the goods and payment thereof by the Buyer.
17. ENGLISH LANGUAGE– When specifically requested by Buyer, Seller shall make specified quality data and/or approved design data available in the English language.
18. QUALITY ASSURANCE SYSTEM –Seller shall maintain a documented inspection and quality assurance system acceptable to Buyer. Systems certified to the current revisions of the following standards are considered acceptable:
· ISO 9001
· AS9100
· AS9120
· ISO 17025 (Calibration Providers only)
Sellers holding one or more of these standards shall provide evidence of certification. Sellers NOT certified to one of these standards shall provide documentation of an acceptable quality assurance and inspection system for Buyer’s review and approval.
19. CERTIFICATE OF CONFORMANCE – Shall be included with each shipment. The Certificate shall certify that the shipment meets all contract requirements. For chemical goods, a Certificate of Analysis shall be provided. The Certificate shall be traceable to manufacturing quality records, chemical, or physical data as applicable. The Certificate of Conformance shall include:
· Purchase Order Number(s)
· Lot and/or Serial Numbers
· Part Name, Drawing, and/or Specification Number
· Signature of Authorized Representative of the Seller
20. SUBCONTRACT ASSIGNMENT & SETOFF – Seller shall not, without the written consent of the Buyer, make any contract with any other person for furnishing any of the completed items covered by this order or assign this order or any right hereunder. Buyer may set off against amount payable to any person under this order any claim or charge it may have against Seller.
21. FAIR LABOR STANDARDS ACT – Seller represents that the items to be furnished hereunder are produced in compliance with the Federal Labor Standards Act of 1938. Each of Seller’s invoices shall contain a certificate that the items covered by the invoice were produced in compliance with the Fair Labor Standards Act of 1938.
22. COMPLIANCE – Seller shall comply with all applicable laws, executive orders, ordinances and regulations.
23. OCCUPATIONAL HEALTH & SAFETY – Seller shall ensure that it is in compliance with all occupational health and safety laws and regulations.
24. ENVIRONMENTAL MANAGEMENT – Seller shall ensure that it is in compliance with all environmental laws and regulations. It is preferable that the seller shall implement an Environmental Management System in accordance with ISO 14001.
25. COMPLETE AGREEMENT – The conditions of purchase stated herein including all insertions thereon by the Buyer constitute the complete agreement between the Buyer and Seller concerning this Purchase. Any prior negotiations between the Buyer and Seller, or terms or conditions of sale set forth in the Seller’s quotation or order or sales acknowledgement shall not constitute a part of the agreement between the Buyer and Seller concerning this purchase.
26. RIGHT OF ACCESS – Seller agrees to permit Buyer, Buyer’s customer and regulatory authorities’ right of access to all the applicable areas of Seller’s facilities, at any level of the supply chain, involved in the order and to all applicable records.
27. NONCONFORMING MATERIAL CONTROL– Seller shall establish and maintain an effective and positive system for controlling nonconforming material, including procedures for the identification, segregation, presentation and disposition of reworked or repaired supplies. All nonconforming supplies shall be positively identified to prevent use, shipment and intermingling with conforming supplies.
Seller shall report to Buyer if a product, article or service has been released (shipped, delivered, etc.) from Seller and subsequently found not to conform to the applicable design data within 72 hours of discovery. Seller shall email Buyer Quality Representative to disclose the escapement, submit a Seller notification of escapement or equivalent, and provide containment, root cause and corrective action statement.
28. CORRECTIVE ACTION – Buyer may request formal Corrective Action from the Seller to address nonconformances. The Seller shall submit its response within the timeframe specified by Buyer. Buyer reserves the right to reject any root cause and/or corrective action provided by the Seller and may request subsequent investigation and/or corrective action.
29. DEVIATIONS – Items controlled by a Buyer control drawing must meet all requirements of the drawing. Any deviation to the drawing must have written approval from Buyer prior to delivery.
30. PROHIBITED MATERIALUSES – Parts supplied on this Contract shall not be exposed to or contain functional mercury or mercury compounds.
31. RECORD RETENTION – Records of tests, inspections, and other activities providing evidence of acceptability to specifications shall be maintained by the Seller for a minimum of eleven (11) years unless otherwise noted in the contract.
At the expiration of such period set forth above and prior to any disposal of records, Seller will notify Buyer of records to be disposed of and Buyer reserves the right to request delivery of such records. In the event Buyer chooses to exercise this right, Seller shall promptly deliver such records to Buyer at no additional cost on media agreed to by both parties.
32. EQUIPMENT CALIBRATION – All measuring equipment shall be calibrated or verified, or both, at specified intervals, or prior to use, against measurement standards traceable to NIST standards in accordance with the requirements of ANSI/NCSL Z540.3 and ISO 17025, or the latest equivalent.
33. COUNTERFEIT GOODS – Seller shall implement an appropriate strategy to ensure that Goods furnished to Buyer under this contract are not Counterfeit Goods. Seller’s strategy shall include, but not be limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items. When items are to be procured from non-authorized suppliers, it is to be done only during MS (Diminishing Manufacturing Sources) or when obsolescence conditions are present. Seller must disclose that they are not authorized to sell these parts and must obtain written approval from Buyer. Also required from such non-authorized suppliers are appropriate certificates of conformance that provide one or more of the following: (1) the OEM’s original certificate of conformance for the item; (2) sufficient records providing unbroken supply chain traceability to the OEM; or (3) test and inspection records demonstrating the item’s authenticity.
34. ACCEPTANCE AUTHORITYMEDIA – Seller shall warrant that all record sand information related to this Contract shall be free from any fraudulent statements or omissions. The Seller shall establish controls for the use of acceptance authority media (AAM) (e.g., stamps, electronic signatures, passwords).
35. QUALITY MANAGEMENT SYSTEMCHANGES – Seller shall notify Buyer of any changes in or adverse Level II or Level III actions affecting the Quality Management System including but not limited to changes of the Certification Status of the Quality Management System, Management Representative, Quality Manager, Ownership and Location.
36. COMPETENCY AND AWARENESS – The Seller shall ensure that all personnel who have an influence on the quality of the work performed shall have the necessary competence and skills. The Seller shall ensure that personnel are aware of their contribution to product or service conformity, to product safety, and to the importance of ethical behavior.
37. FLOW DOWN REQUIREMENTS – Seller shall flow down all applicable requirements, including Key Characteristics, where required for all processes that are outsourced to sub-tier suppliers.
38. AFFIRMATIVE ACTION COMPLIANCE – The parties hereby incorporate the requirements of 41 CFR 60-1.4(a)(7),29 CFR Part 471, Appendix A to Subpart A, 41 CFR 60-300.5(a)ii and 41 CFR60-741.5(a), if applicable.
Buyer and Seller shall abide by the requirements of 41CFR60-300.5(a). This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
Buyer and Seller shall abide by the requirements of 41CFR60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
39. GIDEP MEMBERSHIP – The Seller is required to be a member of GIDEP (Government/Industry Data Exchange Program) if Seller is eligible.
40. FOREIGN OBJECTCONTROL – Seller shall ensure that the supplied material is free of Foreign Object Debris (FOD).
41. FIRST ARTICLE INSPECTION REPORT – Seller shall perform First Article Inspections according to the requirements of AS9102. Seller shall provide a First Article Inspection Report for the first shipment of articles delivered according to this contract which are built according to a Buyer provided source-controlled drawing. Records of First Article inspections shall be retained for not less than eleven (11) years.
42. IPC Certification and Workmanship (Printed Circuit Boards, Electronic Assemblies, and Cable and Wire Harness assemblies), Class 3
· Printed circuit boards, Electronic Assemblies, and Cable and Wire Harness Assemblies shall be built using JSTD and IPC certified personnel.
· Unless otherwise stated on the drawing or contract:
· Soldering shall be performed by personnel certified to J-STD-001.
· Printed Circuit boards shall have workmanship in compliance with IPC-6011 or IPC-6012, IPC-A-600as applicable , Class 3 – Acceptability of Printed Boards
· Electronic Assemblies shall have workmanship in compliance with IPC-A-610, Class 3 – Acceptability of Electronic Assemblies
· Cable Assemblies shall have workmanship in compliance with IPC/WHMA-A- 620, Class 3 –Requirements and Acceptance for Cable and Wire Harness Assemblies
43. ESD SENSITIVE ITEMS – Shall be protected against Electro-Static Discharge (ESD)from time of manufacture to delivery at Buyer. ESD packaging and marking is required for ESD sensitive items. An ESD control program as per ANSI/ESD S20.20 is recommended for proper methods of handling, storage, and assembly of ESD sensitive items.
44. SAFETY DATA SHEETS(SDS) – Shall be included with all shipments of hazardous materials.
45. OZONE DEPLETING SUBSTANCES – For Sellers performing value added activities on goods and services ordered according to this contract, the Seller shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d) and 40 CFR Part 82, Subpart E, as applicable: Warning: Contains *, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
Or Warning: Manufactured with *, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
* Seller shall insert the name of the substance(s).
This requirement shall be included in all contracts placed by the Seller, including the requirement that it be flowed throughout the supply chain.
Definition: “Ozone-depleting substance," as used in this clause, means any substance the Environmental Protection Agency designates in 40 CFR Part 82 as –
(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or
(2) Class II, including, but not limited to hydrochlorofluorocarbons.
46. AGE SENSITIVE MATERIALS – Must have 50% minimum life remaining when received unless otherwise specified.
47. SAMPLING PLANS – Whenever applying statistical sampling methods as a means to ensure product, article, or service conformance Seller shall comply with requirements of document AS9138"Aerospace Series – Quality Management Systems Statistical Product Acceptance Requirements", as may be amended from time to time. Seller’s statistical sampling procedure/plan must include the following to be compliant:
· Minimum protection levels as defined withinAS9138 Table A1
· C=0 criteria as defined withinAS9138 Section 3.11
· Sampling restrictions as contained withinAS9138, Section 4.3 Safety/Critical Characteristics, and
· Sampling requirements and/or prohibitions contained within the approved part/product Design.
Buyer reserves the right to disallow a Seller's statistical methods for product acceptance for specific sites/programs, parts or characteristics, and to conduct surveillance at Seller's facility to assess compliance to the requirements of AS9138 and/or part/product Design Data sampling requirements.
Non-Compliance with any PO requirement will result in Material rejection. Payment shall be made only when all Contract requirements are met.
Special quality requirements shall be called out on the contract when applicable.
1. Buyer Source Inspection required.
2. Customer/Government Source Inspection required.
3. Other (See PO Notes).
A. ASPR ADDITIONS – The following clauses from the Armed Services Procurement Regulations in effect on the date of the prime contracting connection with which this order is let are hereby incorporated and made a part hereof as though set forth in full: Defense Priority and Allocation Requirements (52.211-15);Buy American Act (7-104.3); Eight House Law (7-103.16); Walsh-Healey Act (7-103.17); Vincent-Trammel Act (7-103.11); Military Security Requirements (7-104.12); Examinations of Records(7-104.15); Notice to Government of Labor Disputes (7-104.4); Renegotiation(7-103.13); Filing of Patent Rights (9-107.2); and Data (9-203.1 and 9-203.4).Where necessary to make the context of these clauses applicable to this agreement the term “contractor” shall mean the Seller and the term “contract "shall mean this agreement.
B. NON-DISCRIMINATIONIN EMPLOYMENT – (7-103.18)
1. In connection with the performance of work under this contract the Seller agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provisions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. The Seller agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the non-discrimination clause.
2. The Seller further agrees to insert the foregoing provision in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials.
C. SOURCE INSPECTION – Buyer reserves the right to request Government Inspection at the source. In the event that this right is exercised, the Seller, at its expense, shall make all necessary arrangements with the proper Government agency to arrange for this inspection and shall promptly furnish Buyer with the resulting inspection certificates.
D. TERMINATION – Buyer may cancel this agreement at any time by giving written notice to Seller. In such event, the procedure for termination and for the settlement of the obligations of Buyer and Seller in connection with such termination shall be in accordance with the principles set forth in Section VII of the Armed Service Procurement Regulation. The provisions of the paragraph shall not limit or affect the right of the Buyer to terminate this order for the default of the Seller.
E. Government owned special tooling produced or used under this Contract is the property of the United States Government. The Seller shall conform to the applicable requirements of Defense Federal Acquisition Regulations (DFAR) regarding government property in the possession of contractors.
THE SELLER WILL PLACE THE FOLLOWINGSTATEMENT ON THE SHIPPING DOCUMENTATION OF ALL SHIPMENTS TOBOEING:
"Seller hereby acknowledges that the parts and/or materials being shipped under this order are intended for use under Boeing's Federal Aviation Administration (FAA) issued Production Certificate 700 and no articles (or constituent parts thereof) or the accompanying paperwork (e.g., packages, shippers, etc.) contain any Federal Aviation Administration- Parts Manufacturer Approval (FAA-PMA) markings."
THE PREFERRED LOCATION FOR THE STATEMENT IS ON THE SHIPPING DOCUMENT, NEXT TO, OR FOLLOWING, THE CERTIFICATE OFCONFORMANCE (C of C). THE STATEMENT MAY BE PRINTED, STAMPED OR ATTACHED AS ALABEL OR STICKER TO THE SHIPPING DOCUMENTATION. IT IS ALLOWABLE TO REPLACE"Seller" WITH THE COMPANY NAME OR "WE".
Boeing requires that the provisions/requirements set forth above, as determined by the Seller to be applicable, be included in Seller's direct supply contracts as well as the obligation that they be flowed to the sub-tier supply chain.
Avionic Instruments LLC and Acme Aerospace Purchasing Terms and Conditions FORM-117 Rev 12
1. Seller guarantees that the prices mentioned in this order (or other lower prices) at which Seller will invoice the goods to Buyer are Seller’s lowest and best prices for the goods ordered herein and that all prevailing taxes, otherwise which may apply to domestic sales but which do not apply to goods exported from this Country have been excluded and will not, therefore, be included in Seller’s invoice prices. When requested, Buyer will furnish proof of having exported the goods.
2. PRISON MADE GOODS – Federal Government regulations prohibit the importation and sale of goods which have been made either wholly or in part by Prison Labor. If this applies to the goods supplied by Seller, this order MUST be returned immediately to Buyer.
3. Buyer reserves the right to change delivery schedules and to suspend temporarily scheduled shipments. If the goods are shipped or received in advance of schedule, Buyer may return such goods to Seller at Seller’s risk and expense.
4. CANCELLATION WITH CAUSE– Buyer reserves the right to cancel this order if Seller does not comply with the terms hereof, and in the event of the happening of any of the following: Seller’s insolvency; Seller’s filing of a voluntary petition in bankruptcy; the filing of an involuntary petition to have Seller declared bankrupt, provided itis not vacated within thirty (30) days from the date of filing; the appointment of a receiver or trustee for Seller, provided such appointment is not vacated within thirty (30) days from the date of such creditors. In the event of any such cancellation, Buyer with Buyer’s prejudice to any other right available to Buyer for breach of contract, shall have the right (a) to refuse to accept delivery of the goods, (b) to return to Seller any goods already accepted, (c)to recover from Seller all payments made therefore, and for freight, storage, handling, and other expenses incurred by Buyer and to be relieved from liability for any future payments to Seller; and (d) to purchase elsewhere and charge Seller with any resultant losses.
5. CANCELLATION WITHOUTCAUSE – Buyer reserves the right to cancel this order, in whole or in part, at any time, without cause or Seller’s default, and to make changes in specifications or requirements. Seller shall, upon Buyer’s request, immediately suspend shipments of goods and performance of work until further written orders from Buyer. Any such cancellations or extensions in times of delivery and performance, and any losses or damages, resulting from such cancellations and suspensions shall be equitably adjusted between Buyer and Seller and this order modified accordingly. However, Buyer shall not be liable for failure to accept the goods ordered herein and for cancellation of this order arising from causes beyond Buyer’s reasonable control, such as Seller’s inability to ship (export)as intended because of conditions abroad, floods, fires, court orders, strikes, work stoppages or acts of governmental authorities.
6. NONASSIGNABILITY – This order shall not be assigned, in whole or in part, without Buyer’s written consent, and if so assigned, shall be binding upon the successors and assigns of the parties hereto.
7. APPLICABLE LAW – The rights and duties of the parties hereto shall be determined by the laws of the State of Delaware, and to that end this agreement shall be construed and considered as a contract made and to be performed in the State of Delaware.
8. PACKING & SHIPPING –All items shall be prepared and packed for shipment in a manner that will prevent damage in transit. Buyer is not liable for extra charges for packing, cartage or anything else unless stated in this order. Seller shall mark the number of this order on each container and enclose a packing slip with the order number in each container. Seller shall mail/e-mail invoices to AP department no later than one day after the shipment has been made.
9. DELIVERY SCHEDULE –Seller shall follow the delivery schedule shown on this order and shall not make deliveries later or substantially earlier than dates shown. Time is the essence of this agreement. If items are shipped substantially in advance of scheduled delivery dates, Buyer may return them at Seller’s expense. If Seller exercises due care, Seller shall not be liable for delays in delivery due to acts of God, floods, fire, war, riot, strikes and damage in transit due to causes beyond its reasonable control. However, if Seller does not adhere to the delivery schedule regardless of the cause (acts of God, etc.) Buyer may terminate this order without liability upon it to Seller, or Buyer may agree toa revised delivery schedule.
10. INSPECTION – Seller agrees to permit the Buyer’s inspectors to have access to the Seller’s plant at all reasonable times for the purpose of inspecting the items set forth on this order or work in process for production of such items. All items are subject to final inspection and approval at Buyer’s plant or other place designated by Buyer. Such inspection shall be made within a reasonable time after delivery, irrespective of the date of payment. Buyer may return rejected items at Seller’s expense. Seller shall not replace items returned as defective unless so directed by Buyer in writing.
11. CHANGES BY BUYER – Buyer may make changes in the drawing and specifications on any item at any time. If such changes result in delay or additional expense to Seller, an equitable adjustment of price and delivery schedules will be made.
12. CHANGES BY SELLER – Seller agrees to notify Buyer of changes to processes, products, or services, including changes of sub-tier suppliers or location of manufacture for Buyer’s approval.
13. BUYER’S PROPERTY – All tools, dies, jigs, patterns, equipment or material and other items purchased, furnished, charged to or paid for by Buyer, and any replacement thereof, shall remain the property of the Buyer. Such property shall be plainly marked to show it is the property of the Buyer and shall be safely stored apart from other property. Seller shall not substitute other property for Buyer’s property and shall not use such property except infilling Buyer’s orders. Seller shall hold such property at its own risk and upon Buyer’s written request shall redeliver the property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted.
14. WARRANTY – Seller confirms any express warranty (oral or written) previously made and warrants that all items shall be free from defects of material or workmanship, shall conform to drawings and specifications and any samples previously delivered shall be of merchantable quality and fit for the purpose for which purchased. Such warranties, together with all other services, warranties, and guarantees of Seller, not including any disclaimers, shall run-in favor of Buyer, its employees and its customers. Seller agrees to indemnify and hold Buyer harmless from any and all liability of Buyer arising out of origin any way connected with a breach of this warranty or the negligence of Seller in the manufacture or design of the items set forth in this order.
15. DRAWING, SPECIFICATIONS & TECHNICAL INFORMATION – The ideas, information and designs contained in or shown upon, and the drawings, specifications, photographs and other engineering and manufacturing information supplied by Buyer, shall remain Buyer’s property, shall be retained in confidence by Seller and not disclosed to any other person or entity, and shall not be used or incorporated into any product, or item later manufactured or assembled by Seller for anyone other than Buyer. Any unpatented knowledge or information concerning Seller’s processes, present or contemplated products or their uses which Seller may order shall, unless otherwise specifically agreed in writing, be deemed to have been disclosed as a part of the consideration for this order, and Seller agrees not to assert any claim (other than a claim for patent infringement) against Buyer by reason of any use or alleged use to which any such information or knowledge may be put by Buyer.
16. PATENT TRADEMARK & COPYRIGHT INDEMNITY – Seller agrees to indemnify Buyer and hold it harmless from and against all claims, liability, loss, damage or expense, including counsel fees, arising from or by reason of any actual or claimed trademark, patent, or copyright infringements or litigation based thereon, with respect to the goods or any part thereof covered by this order and such obligation shall survive, acceptance to the goods and payment thereof by the Buyer.
17. ENGLISH LANGUAGE – When specifically requested by Buyer, Seller shall make specified quality data and/or approved design data available in the English language.
18. QUALITY ASSURANCE SYSTEM – Seller shall maintain a documented inspection and quality assurance system acceptable to Buyer. Systems certified to the current revisions of the following standards are considered acceptable:
· ISO 9001 - Quality Management Systems - Requirements
· AS9100 - Quality Systems- Aerospace - Model for Quality Assurance in Design, Development, Production, Installation and Servicing
· AS9120 - Quality Management Systems - Aerospace Requirements for Stock list Distributors
· ISO 17025 - Testing and Calibration Laboratories (Calibration Providers only)
Sellers holding one or more of these standards shall provide evidence of certification. Sellers NOT certified to one of these standards shall provide documentation of an acceptable quality assurance and inspection system for Buyer’s review and approval.
19. CERTIFICATE OF CONFORMANCE – Shall be included with each shipment. The Certificate shall certify that the shipment meets all contract requirements. For chemical goods, a Certificate of Analysis shall be provided. The Certificate shall be traceable to manufacturing quality records, chemical, or physical data as applicable. The Certificate of Conformance shall include:
· Purchase Order Number(s)
· Lot and/or Serial Numbers
· Part Name, Drawing, and/or Specification Number
· Signature of Authorized Representative of the Seller
20. SUBCONTRACT ASSIGNMENT & SETOFF – Seller shall not, without the written consent of the Buyer, make any contract with any other person for furnishing any of the completed items covered by this order or assign this order or any right hereunder. Buyer may set off against amount payable to any person under this order any claim or charge it may have against Seller.
21. FAIR LABOR STANDARDS ACT – Seller represents that the items to be furnished hereunder are produced in compliance with the Federal Labor Standards Act of 1938. Each of Seller’s invoices shall contain a certificate that the items covered by the invoice were produced in compliance with the Fair Labor Standards Act of 1938.
22. COMPLIANCE – Seller shall comply with all applicable laws, executive orders, ordinances and regulations.
23. OCCUPATIONAL HEALTH & SAFETY – Seller shall ensure that it is in compliance with all occupational health and safety laws and regulations.
24. ENVIRONMENTAL MANAGEMENT – Seller shall ensure that it is incompliance with all environmental laws and regulations. It is preferable that the seller shall implement an Environmental Management System in accordance with ISO 14001.
25. COMPLETE AGREEMENT – The conditions of purchase stated herein including all insertions thereon by the Buyer constitute the complete agreement between the Buyer and Seller concerning this Purchase. Any prior negotiations between the Buyer and Seller, or terms or conditions of sale set forth in the Seller’s quotation or order or sales acknowledgement shall not constitute a part of the agreement between the Buyer and Seller concerning this purchase.
26. RIGHT OF ACCESS – Seller agrees to permit Buyer, Buyer’s customer and regulatory authorities’ right of access to all the applicable areas of Seller’s facilities, at any level of the supply chain, involved in the order and to all applicable records.
27. NONCONFORMING MATERIAL CONTROL – Seller shall establish and maintain an effective and positive system for controlling nonconforming material, including procedures for the identification, segregation, presentation and disposition of reworked or repaired supplies. All nonconforming supplies shall be positively identified to prevent use, shipment and intermingling with conforming supplies.
Seller shall report to Buyer if a product, article or service has-been released (shipped, delivered, etc.) from Seller and subsequently found not to conform to the applicable design data within 72 hours of discovery. Seller shall email Buyer Quality Representative to disclose the escapement, submit a Seller notification of escapement or equivalent, and provide containment, root cause and corrective action statement.
28. CORRECTIVE ACTION – Buyer may request formal Corrective Action from the Seller to address nonconformances. The Seller shall submit its response within the timeframe specified by Buyer. Buyer reserves the right to reject any root cause and/or corrective action provided by the Seller and may request subsequent investigation and/or corrective action.
29. DEVIATIONS – Items controlled by a Buyer control drawing must meet all requirements of the drawing. Any deviation to the drawing must have written approval from Buyer prior to delivery.
30. PROHIBITED MATERIAL USES – Parts supplied on this Contract shall not be exposed to or contain functional mercury or mercury compounds.
31. RECORD RETENTION – Records of tests, inspections, and other activities providing evidence of acceptability to specifications shall be maintained by the Seller for a minimum of eleven (11) years unless otherwise noted in the contract.
At the expiration of such period set forth above and prior to any disposal of records, Seller will notify Buyer of records to be disposed of and Buyer reserves the right to request delivery of such records. In the event Buyer chooses to exercise this right, Seller shall promptly deliver such records to Buyer at no additional cost on media agreed to by both parties.
32. EQUIPMENTCALIBRATION – All measuring equipment shall be calibrated or verified, or both, at specified intervals, or prior to use, against measurement standards traceable to NIST standards in accordance with the requirements of ANSI/NCSLZ540.3 and ISO 17025, or the latest equivalent.
33. COUNTERFEIT GOODS – Seller shall implement an appropriate strategy to ensure that Goods furnished to Buyer under this contract are not Counterfeit Goods. Seller’s strategy shall include, but not be limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items. When items are to be procured from non-authorized suppliers, it is to be done only during DMS (Diminishing Manufacturing Sources) or when obsolescence conditions are present. Seller must disclose that they are not authorized to sell these parts and must obtain written approval from Buyer. Also required from such Non-authorized suppliers are appropriate certificates of conformance that provide one or more of the following: (1) the OEM’s original certificate of conformance for the item; (2) sufficient records providing unbroken supply chain traceability to the OEM; or (3) test and inspection records demonstrating the item’s authenticity.
34. ACCEPTANCE AUTHORITY MEDIA – Seller shall warrant that all record sand information related to this Contract shall be free from any fraudulent statements or omissions. The Seller shall establish controls for the use of acceptance authority media (AAM) (e.g., stamps, electronic signatures, passwords).
35. QUALITY MANAGEMENT SYSTEM CHANGES – Seller shall notify Buyer of any changes in or adverse Level II or Level III actions affecting the Quality Management System including but not limited to changes of the Certification Status of the Quality Management System, Management Representative, Quality Manager, Ownership and Location.
36. COMPETENCYAND AWARENESS – The Seller shall ensure that all personnel who have an influence on the quality of the work performed shall have the necessary competence and skills. The Seller shall ensure that personnel are aware of their contribution to product or service conformity, to product safety, and to the importance of ethical behavior.
37. FLOW DOWN REQUIREMENTS – Seller shall flow down all applicable requirements, including Key Characteristics, where required for all processes that are outsourced to sub-tier suppliers.
38. AFFIRMATIVEACTION COMPLIANCE – The parties hereby incorporate the requirements of 41 CFR60-1.4(a)(7), 29 CFR Part 471, Appendix A to Subpart A, 41 CFR 60-300.5(a)ii and 41 CFR 60-741.5(a), if applicable.
Buyer and Seller shall abide by the requirements of 41CFR60-300.5(a).This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
Buyer and Seller shall abide by the requirements of 41CFR60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
39. GIDEPMEMBERSHIP – The Seller is required to be a member of GIDEP(Government/Industry Data Exchange Program) if Seller is eligible.
40. FOREIGNOBJECT CONTROL – Seller is required to established and maintain a FOD prevention program in compliance with AS9146 Foreign Object Damage (FOD)Prevention Program - Requirements for Aviation, Space, and Defense Organizations.
41. FIRSTARTICLE INSPECTION REPORT – Seller shall perform First Article Inspections according to the requirements of AS9102 Aerospace Series - First Article Inspection Requirements. Seller.Seller shall provide a First Article Inspection Report for the first shipment of articles delivered according to this contract which are built according to a Buyer provided source-controlled drawing. Records of First Article inspections shall be retained for not less than eleven (11) years.
42. IPC Certification and Workmanship (Printed Circuit Boards, Electronic Assemblies, and Cable and Wire Harness assemblies), Class 3
· Printed circuit boards, Electronic Assemblies, and Cable and Wire Harness Assemblies shall be built using J-STD and IPC certified personnel.
· Unless otherwise stated on the drawing or contract:
· Soldering shall be performed by personnel certified to J-STD-001 – Requirements for Soldered Electrical and Electronic Assemblies.
· Printed Circuit boards shall have workmanship in compliance with IPC-6011 or IPC-6012, IPC-A-600 as applicable, Class 3 – Acceptability of Printed Boards
· Electronic Assemblies shall have workmanship in compliance with IPC-A-610, Class 3 – Acceptability of Electronic Assemblies
· Cable Assemblies shall have workmanship in compliance with IPC/WHMA-A- 620, Class 3 – Requirements and Acceptance for Cable and Wire Harness Assemblies
43. ESDSENSITIVE ITEMS – Shall be protected against Electro-Static Discharge (ESD)from time of manufacture to delivery at Buyer. ESD packaging and marking is required for ESD sensitive items. An ESD control program as per ANSI/ESD S20.20 – Protection Of Electrical And Electronic Parts, Assemblies And Equipment is recommended for proper methods of handling, storage, and assembly of ESD sensitive items.
44. SAFETYDATA SHEETS (SDS) – Shall be included with all shipments of hazardous materials.
45. OZONEDEPLETING SUBSTANCES – For Sellers performing value added activities on goods and services ordered according to this contract, the Seller shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d) and40 CFR Part 82, Subpart E, as applicable:
Warning: Contains *_______, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
Or
Warning: Manufactured with *_______, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
* Seller shall insert the name of the substance(s).
This requirement shall be included in all contracts placed by the Seller, including the requirement that it be flowed throughout the supply chain.
Definition: “Ozone-depleting substance," as used in this clause, means any substance the Environmental Protection Agency designates in 40 CFR Part 82 as –
(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or
(2) Class II, including, but not limited to hydrochlorofluorocarbons.
46. AGESENSITIVE MATERIALS – Must have 50% minimum life remaining when received unless otherwise specified.
47. SAMPLINGPLANS – Whenever applying statistical sampling methods as a means to ensure product, article, or service conformance Seller shall comply with requirements of document AS9138 – Aerospace Series – Quality Management Systems Statistical Product Acceptance Requirements, as may be amended from time to time. Seller’s statistical sampling procedure/plan must include the following to be compliant:
· Minimum protection levels as defined within AS9138 Table A1
· C=0 criteria as defined within AS9138 Section 3.11
· Sampling restrictions as contained within AS9138, Section 4.3 Safety/Critical Characteristics, and
· Sampling requirements and/or prohibitions contained within the approved part/product Design.
Buyer reserves the right to disallow Seller's statistical methods for product acceptance for specific sites/programs, parts or characteristics, and to conduct surveillance at Seller's facility to assess compliance to the requirements of AS9138 and/or part/product Design Data sampling requirements.
Non-Compliance with any PO requirement will result in Material rejection.
Payment shall be made only when all Contract requirements are met.
SPECIALQUALITY REQUIREMENTS:
Special quality requirements shall be called out on the contract when applicable.
1. Buyer Source Inspection required.
2. Customer/Government Source Inspection required.
3. Other (See PO Notes).
IF THIS ORDER INDICATES THAT IT RELATES TO A GOVERNMENT CONTRACTTHE FOLLOWING ADDITIONAL CONDITIONS APPLY:
A. ASPR ADDITIONS – The following clauses from the Armed Services Procurement Regulations in effect on the date of the prime contract in connection with which this order is let are hereby incorporated and made a part hereof as though set forth in full: Defense Priority and Allocation Requirements (52.211-15); Buy American Act (7-104.3);Eight House Law (7-103.16); Walsh-Healey Act (7-103.17); Vincent-Trammel Act(7-103.11); Military Security Requirements (7-104.12); Examinations of Records(7-104.15); Notice to Government of Labor Disputes (7-104.4); Renegotiation(7-103.13); Filing of Patent Rights (9-107.2); and Data (9-203.1 and 9-203.4).Where necessary to make the context of these clauses applicable to this agreement the term “contractor” shall mean the Seller and the term “contract "shall mean this agreement.
B. NON-DISCRIMINATION INEMPLOYMENT – (7-103.18)
1. In connection with the performance of work under this contract the Seller agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provisions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. The Seller agrees to post hereafter inconspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the non-discrimination clause.
2. The Seller further agrees to insert the foregoing provision in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials.
C. SOURCE INSPECTION –Buyer reserves the right to request Government Inspection at the source. In the event that this right is exercised, the Seller, at its expense, shall make all necessary arrangements with the proper Government agency to arrange for this inspection and shall promptly furnish Buyer with the resulting inspection certificates.
D. TERMINATION – Buyer may cancel this agreement at any time by giving written notice to Seller. In such event, the procedure for termination and for the settlement of the obligations of Buyer and Seller in connection with such termination shall be in accordance with the principles set forth in Section VII of the Armed Service Procurement Regulation. The provisions of the paragraph shall not limit or affect the right to the Buyer to terminate this order for the default of the Seller.
E. Government owned special tooling produced or used under this Contract is the property of the United States Government. The Seller shall conform to the applicable requirements of Defense Federal Acquisition Regulations (DFAR) regarding government property in the possession of contractors.
IF THIS ORDER INDICATESTHAT ITMAY REQUIRE DIRECT SHIPMENT TO A BOEING COMMERCIAL AIRPLANES LOCATION:
THESELLER WILL PLACE THE FOLLOWING STATEMENT ON THE SHIPPING DOCUMENTATION OF ALLSHIPMENTS TO BOEING:
"Seller hereby acknowledges that the parts and/or materials being shipped under this order are intended for use under Boeing's Federal Aviation Administration (FAA)issued Production Certificate 700 and no articles (or constituent parts thereof) or the accompanying paperwork (e.g., packages, shippers, etc.) contain any Federal Aviation Administration- Parts Manufacturer Approval (FAA-PMA) markings."
THEPREFERRED LOCATION FOR THE STATEMENT IS ON THE SHIPPING DOCUMENT, NEXT TO, ORFOLLOWING, THE CERTIFICATE OF CONFORMANCE (C of C). THE STATEMENT MAY BEPRINTED, STAMPED OR ATTACHED AS A LABEL OR STICKER TO THE SHIPPINGDOCUMENTATION. IT IS ALLOWABLE TO REPLACE "Seller" WITH THE COMPANYNAME OR "WE".
Boeing requires that the provisions/requirements set forth above, as determined by the Seller to be applicable, be included in Seller's direct supply contracts as well as the obligation that they be flowed to the sub-tier supply chain.
1. Seller guarantees that the prices mentioned in this order (or other lower prices) at which Seller will invoice the goods to Buyer are Seller’s lowest and best prices for the goods ordered herein and that all prevailing taxes, otherwise which may apply to domestic sales but which do not apply to goods exported from this Country have been excluded and will not, therefore, be included in Seller’s invoice prices. When requested, Buyer will furnish proof of having exported the goods.
2. PRISON MADE GOODS – Federal Government regulations prohibit the importation and sale of goods which have been made either wholly or in part by Prison Labor. If this applies to the goods supplied by Seller, this order MUST be returned immediately to Buyer.
3. Buyer reserves the right to change delivery schedules and to suspend temporarily scheduled shipments. If the goods are shipped or received in advance of schedule, Buyer may return such goods to Seller at Seller’s risk and expense.
4. CANCELLATION WITH CAUSE – Buyer reserves the right to cancel this order if Seller does not comply with the terms hereof, and in the event of the happening of any of the following: Seller’s insolvency; Seller’s filing of a voluntary petition in bankruptcy; the filing of an involuntary petition to have Seller declared bankrupt, provided it is not vacated within thirty (30) days from the date of filing; the appointment of a receiver or trustee for Seller, provided such appointment is not vacated within thirty (30) days from the date of such creditors. In the event of any such cancellation, Buyer with Buyer’s prejudice to any other right available to Buyer for breach of contract, shall have the right (a) to refuse to accept delivery of the goods, (b) to return to Seller any goods already accepted, (c) to recover from Seller all payments made therefore, and for freight, storage, handling, and other expenses incurred by Buyer and to be relieved from liability for any future payments to Seller; and(d) to purchase elsewhere and charge Seller with any resultant losses.
5. CANCELLATION WITHOUT CAUSE – Buyer reserves the right to cancel this order, in whole or in part, at any time, without cause or Seller’s default, and to make changes in specifications or requirements. Seller shall, upon Buyer’s request, immediately suspend shipments of goods and performance of work until further written orders from Buyer. Any such cancellations or extensions in times of delivery and performance, and any losses or damages, resulting from such cancellations and suspensions shall be equitably adjusted between Buyer and Seller and this order modified accordingly. However, Buyer shall not be liable for failure to accept the goods ordered herein and for cancellation of this order arising from causes beyond Buyer’s reasonable control, such as Seller’s inability to ship (export) as intended because of conditions abroad, floods, fires, court orders, strikes, work stoppages or acts of governmental authorities.
6. NONASSIGNABILITY – This order shall not be assigned, in whole or in part, without Buyer’s written consent, and if so assigned, shall be binding upon the successors and assigns of the parties hereto.
7. APPLICABLE LAW – The rights and duties of the parties hereto shall be determined by the laws of the State of Delaware, and to that end this agreement shall be construed and considered as a contract made and to be performed in the State of Delaware.
8. PACKING & SHIPPING– All items shall be prepared and packed for shipment in a manner that will prevent damage in transit. Buyer is not liable for extra charges for packing, cartage or anything else unless stated in this order. Seller shall mark the number of this order on each container and enclose a packing slip with the order number in each container. Seller shall mail/e-mail invoices to AP department no later than one day after the shipment has been made.
9. DELIVERY SCHEDULE – Seller shall follow the delivery schedule shown on this order and shall not make deliveries later or substantially earlier than dates shown. Time is the essence of this agreement. If items are shipped substantially in advance of scheduled delivery dates, Buyer may return them at Seller’s expense. If Seller exercises due care, Seller shall not be liable for delays in delivery due to acts of God, floods, fire, war, riot, strikes and damage in transit due to causes beyond its reasonable control. However, if Seller does not adhere to the delivery schedule regardless of the cause (acts of God, etc.) Buyer may terminate this order without liability upon it to Seller, or Buyer may agree to a revised delivery schedule.
10. INSPECTION – Seller agrees to permit the Buyer’s inspectors to have access to the Seller’s plant at all reasonable times for the purpose of inspecting the items set forth on this order or work in process for production of such items. All items are subject to final inspection and approval at Buyer’s plant or other place designated by Buyer. Such inspection shall be made within a reasonable time after delivery, irrespective of the date of payment. Buyer may return rejected items at Seller’s expense. Seller shall not replace items returned as defective unless so directed by Buyer in writing.
11. CHANGES BY BUYER – Buyer may make changes in the drawing and specifications on any item at any time. If such changes result in delay or additional expense to Seller, an equitable adjustment of price and delivery schedules will be made.
12. CHANGES BY SELLER – Seller agrees to notify Buyer of changes to processes, products, or services, including changes of sub-tier suppliers or location of manufacture for Buyer’s approval.
13. BUYER’S PROPERTY – All tools, dies, jigs, patterns, equipment or material and other items purchased, furnished, charged to or paid for by Buyer, and any replacement thereof, shall remain the property of the Buyer. Such property shall be plainly marked to show it is the property of the Buyer and shall be safely stored apart from other property. Seller shall not substitute other property for Buyer’s property and shall not use such property except in filling Buyer’s orders. Seller shall hold such property at its own risk and upon Buyer’s written request shall redeliver the property to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted.
14. WARRANTY – Seller confirms any express warranty (oral or written) previously made and warrants that all items shall be free from defects of material or workmanship, shall conform to drawings and specifications and any samples previously delivered shall be of merchantable equality and fit for the purpose for which purchased. Such warranties, together with all other services, warranties, and guarantees of Seller, not including any disclaimers, shall run in favor of Buyer, its employees and its customers. Seller agrees to indemnify and hold Buyer harmless from any and all liability of Buyer arising out of or in any way connected with a breach of this warranty or the negligence of Seller in the manufacture or design of the items set forth in this order.
15. DRAWING, SPECIFICATIONS & TECHNICAL INFORMATION – The ideas, information and designs contained in or shown upon, and the drawings, specifications, photographs and other engineering and manufacturing information supplied by Buyer, shall remain Buyer’s property, shall be retained in confidence by Seller and not disclosed to any other person or entity, and shall not be used or incorporated into any product, or item later manufactured or assembled by Seller for anyone other than Buyer. Any unpatented knowledge or information concerning Seller’s processes, present or contemplated products or their uses which Seller may order shall, unless otherwise specifically agreed in writing, be deemed to have been disclosed as a part of the consideration for this order, and Seller agrees not to assert any claim (other than a claim for patent infringement) against Buyer by reason of any use or alleged use to which any such information or knowledge may be put by Buyer.
16. PATENT TRADEMARK & COPYRIGHT INDEMNITY – Seller agrees to indemnify Buyer and hold it harmless from and against all claims, liability, loss, damage or expense, including counsel fees, arising from or by reason of any actual or claimed trademark, patent, or copyright infringements or litigation based thereon, with respect to the goods or any part thereof covered by this order and such obligation shall survive, acceptance to the goods and payment thereof by the Buyer.
17. ENGLISH LANGUAGE– When specifically requested by Buyer, Seller shall make specified quality data and/or approved design data available in the English language.
18. QUALITY ASSURANCE SYSTEM –Seller shall maintain a documented inspection and quality assurance system acceptable to Buyer. Systems certified to the current revisions of the following standards are considered acceptable:
· ISO 9001
· AS9100
· AS9120
· ISO 17025 (Calibration Providers only)
Sellers holding one or more of these standards shall provide evidence of certification. Sellers NOT certified to one of these standards shall provide documentation of an acceptable quality assurance and inspection system for Buyer’s review and approval.
19. CERTIFICATE OF CONFORMANCE – Shall be included with each shipment. The Certificate shall certify that the shipment meets all contract requirements. For chemical goods, a Certificate of Analysis shall be provided. The Certificate shall be traceable to manufacturing quality records, chemical, or physical data as applicable. The Certificate of Conformance shall include:
· Purchase Order Number(s)
· Lot and/or Serial Numbers
· Part Name, Drawing, and/or Specification Number
· Signature of Authorized Representative of the Seller
20. SUBCONTRACT ASSIGNMENT & SETOFF – Seller shall not, without the written consent of the Buyer, make any contract with any other person for furnishing any of the completed items covered by this order or assign this order or any right hereunder. Buyer may set off against amount payable to any person under this order any claim or charge it may have against Seller.
21. FAIR LABOR STANDARDS ACT – Seller represents that the items to be furnished hereunder are produced in compliance with the Federal Labor Standards Act of 1938. Each of Seller’s invoices shall contain a certificate that the items covered by the invoice were produced in compliance with the Fair Labor Standards Act of 1938.
22. COMPLIANCE – Seller shall comply with all applicable laws, executive orders, ordinances and regulations.
23. OCCUPATIONAL HEALTH & SAFETY – Seller shall ensure that it is in compliance with all occupational health and safety laws and regulations.
24. ENVIRONMENTAL MANAGEMENT – Seller shall ensure that it is in compliance with all environmental laws and regulations. It is preferable that the seller shall implement an Environmental Management System in accordance with ISO 14001.
25. COMPLETE AGREEMENT – The conditions of purchase stated herein including all insertions thereon by the Buyer constitute the complete agreement between the Buyer and Seller concerning this Purchase. Any prior negotiations between the Buyer and Seller, or terms or conditions of sale set forth in the Seller’s quotation or order or sales acknowledgement shall not constitute a part of the agreement between the Buyer and Seller concerning this purchase.
26. RIGHT OF ACCESS – Seller agrees to permit Buyer, Buyer’s customer and regulatory authorities’ right of access to all the applicable areas of Seller’s facilities, at any level of the supply chain, involved in the order and to all applicable records.
27. NONCONFORMING MATERIAL CONTROL– Seller shall establish and maintain an effective and positive system for controlling nonconforming material, including procedures for the identification, segregation, presentation and disposition of reworked or repaired supplies. All nonconforming supplies shall be positively identified to prevent use, shipment and intermingling with conforming supplies.
Seller shall report to Buyer if a product, article or service has been released (shipped, delivered, etc.) from Seller and subsequently found not to conform to the applicable design data within 72 hours of discovery. Seller shall email Buyer Quality Representative to disclose the escapement, submit a Seller notification of escapement or equivalent, and provide containment, root cause and corrective action statement.
28. CORRECTIVE ACTION – Buyer may request formal Corrective Action from the Seller to address nonconformances. The Seller shall submit its response within the timeframe specified by Buyer. Buyer reserves the right to reject any root cause and/or corrective action provided by the Seller and may request subsequent investigation and/or corrective action.
29. DEVIATIONS – Items controlled by a Buyer control drawing must meet all requirements of the drawing. Any deviation to the drawing must have written approval from Buyer prior to delivery.
30. PROHIBITED MATERIALUSES – Parts supplied on this Contract shall not be exposed to or contain functional mercury or mercury compounds.
31. RECORD RETENTION – Records of tests, inspections, and other activities providing evidence of acceptability to specifications shall be maintained by the Seller for a minimum of eleven (11) years unless otherwise noted in the contract.
At the expiration of such period set forth above and prior to any disposal of records, Seller will notify Buyer of records to be disposed of and Buyer reserves the right to request delivery of such records. In the event Buyer chooses to exercise this right, Seller shall promptly deliver such records to Buyer at no additional cost on media agreed to by both parties.
32. EQUIPMENT CALIBRATION – All measuring equipment shall be calibrated or verified, or both, at specified intervals, or prior to use, against measurement standards traceable to NIST standards in accordance with the requirements of ANSI/NCSL Z540.3 and ISO 17025, or the latest equivalent.
33. COUNTERFEIT GOODS – Seller shall implement an appropriate strategy to ensure that Goods furnished to Buyer under this contract are not Counterfeit Goods. Seller’s strategy shall include, but not be limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items. When items are to be procured from non-authorized suppliers, it is to be done only during MS (Diminishing Manufacturing Sources) or when obsolescence conditions are present. Seller must disclose that they are not authorized to sell these parts and must obtain written approval from Buyer. Also required from such non-authorized suppliers are appropriate certificates of conformance that provide one or more of the following: (1) the OEM’s original certificate of conformance for the item; (2) sufficient records providing unbroken supply chain traceability to the OEM; or (3) test and inspection records demonstrating the item’s authenticity.
34. ACCEPTANCE AUTHORITYMEDIA – Seller shall warrant that all record sand information related to this Contract shall be free from any fraudulent statements or omissions. The Seller shall establish controls for the use of acceptance authority media (AAM) (e.g., stamps, electronic signatures, passwords).
35. QUALITY MANAGEMENT SYSTEMCHANGES – Seller shall notify Buyer of any changes in or adverse Level II or Level III actions affecting the Quality Management System including but not limited to changes of the Certification Status of the Quality Management System, Management Representative, Quality Manager, Ownership and Location.
36. COMPETENCY AND AWARENESS – The Seller shall ensure that all personnel who have an influence on the quality of the work performed shall have the necessary competence and skills. The Seller shall ensure that personnel are aware of their contribution to product or service conformity, to product safety, and to the importance of ethical behavior.
37. FLOW DOWN REQUIREMENTS – Seller shall flow down all applicable requirements, including Key Characteristics, where required for all processes that are outsourced to sub-tier suppliers.
38. AFFIRMATIVE ACTION COMPLIANCE – The parties hereby incorporate the requirements of 41 CFR 60-1.4(a)(7),29 CFR Part 471, Appendix A to Subpart A, 41 CFR 60-300.5(a)ii and 41 CFR60-741.5(a), if applicable.
Buyer and Seller shall abide by the requirements of 41CFR60-300.5(a). This regulation prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.
Buyer and Seller shall abide by the requirements of 41CFR60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.
39. GIDEP MEMBERSHIP – The Seller is required to be a member of GIDEP (Government/Industry Data Exchange Program) if Seller is eligible.
40. FOREIGN OBJECTCONTROL – Seller shall ensure that the supplied material is free of Foreign Object Debris (FOD).
41. FIRST ARTICLE INSPECTION REPORT – Seller shall perform First Article Inspections according to the requirements of AS9102. Seller shall provide a First Article Inspection Report for the first shipment of articles delivered according to this contract which are built according to a Buyer provided source-controlled drawing. Records of First Article inspections shall be retained for not less than eleven (11) years.
42. IPC Certification and Workmanship (Printed Circuit Boards, Electronic Assemblies, and Cable and Wire Harness assemblies), Class 3
· Printed circuit boards, Electronic Assemblies, and Cable and Wire Harness Assemblies shall be built using JSTD and IPC certified personnel.
· Unless otherwise stated on the drawing or contract:
· Soldering shall be performed by personnel certified to J-STD-001.
· Printed Circuit boards shall have workmanship in compliance with IPC-6011 or IPC-6012, IPC-A-600as applicable , Class 3 – Acceptability of Printed Boards
· Electronic Assemblies shall have workmanship in compliance with IPC-A-610, Class 3 – Acceptability of Electronic Assemblies
· Cable Assemblies shall have workmanship in compliance with IPC/WHMA-A- 620, Class 3 –Requirements and Acceptance for Cable and Wire Harness Assemblies
43. ESD SENSITIVE ITEMS – Shall be protected against Electro-Static Discharge (ESD)from time of manufacture to delivery at Buyer. ESD packaging and marking is required for ESD sensitive items. An ESD control program as per ANSI/ESD S20.20 is recommended for proper methods of handling, storage, and assembly of ESD sensitive items.
44. SAFETY DATA SHEETS(SDS) – Shall be included with all shipments of hazardous materials.
45. OZONE DEPLETING SUBSTANCES – For Sellers performing value added activities on goods and services ordered according to this contract, the Seller shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d) and 40 CFR Part 82, Subpart E, as applicable: Warning: Contains *, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
Or Warning: Manufactured with *, a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.
* Seller shall insert the name of the substance(s).
This requirement shall be included in all contracts placed by the Seller, including the requirement that it be flowed throughout the supply chain.
Definition: “Ozone-depleting substance," as used in this clause, means any substance the Environmental Protection Agency designates in 40 CFR Part 82 as –
(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or
(2) Class II, including, but not limited to hydrochlorofluorocarbons.
46. AGE SENSITIVE MATERIALS – Must have 50% minimum life remaining when received unless otherwise specified.
47. SAMPLING PLANS – Whenever applying statistical sampling methods as a means to ensure product, article, or service conformance Seller shall comply with requirements of document AS9138"Aerospace Series – Quality Management Systems Statistical Product Acceptance Requirements", as may be amended from time to time. Seller’s statistical sampling procedure/plan must include the following to be compliant:
· Minimum protection levels as defined withinAS9138 Table A1
· C=0 criteria as defined withinAS9138 Section 3.11
· Sampling restrictions as contained withinAS9138, Section 4.3 Safety/Critical Characteristics, and
· Sampling requirements and/or prohibitions contained within the approved part/product Design.
Buyer reserves the right to disallow a Seller's statistical methods for product acceptance for specific sites/programs, parts or characteristics, and to conduct surveillance at Seller's facility to assess compliance to the requirements of AS9138 and/or part/product Design Data sampling requirements.
Non-Compliance with any PO requirement will result in Material rejection. Payment shall be made only when all Contract requirements are met.
Special quality requirements shall be called out on the contract when applicable.
1. Buyer Source Inspection required.
2. Customer/Government Source Inspection required.
3. Other (See PO Notes).
A. ASPR ADDITIONS – The following clauses from the Armed Services Procurement Regulations in effect on the date of the prime contracting connection with which this order is let are hereby incorporated and made a part hereof as though set forth in full: Defense Priority and Allocation Requirements (52.211-15);Buy American Act (7-104.3); Eight House Law (7-103.16); Walsh-Healey Act (7-103.17); Vincent-Trammel Act (7-103.11); Military Security Requirements (7-104.12); Examinations of Records(7-104.15); Notice to Government of Labor Disputes (7-104.4); Renegotiation(7-103.13); Filing of Patent Rights (9-107.2); and Data (9-203.1 and 9-203.4).Where necessary to make the context of these clauses applicable to this agreement the term “contractor” shall mean the Seller and the term “contract "shall mean this agreement.
B. NON-DISCRIMINATIONIN EMPLOYMENT – (7-103.18)
1. In connection with the performance of work under this contract the Seller agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provisions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. The Seller agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the non-discrimination clause.
2. The Seller further agrees to insert the foregoing provision in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials.
C. SOURCE INSPECTION – Buyer reserves the right to request Government Inspection at the source. In the event that this right is exercised, the Seller, at its expense, shall make all necessary arrangements with the proper Government agency to arrange for this inspection and shall promptly furnish Buyer with the resulting inspection certificates.
D. TERMINATION – Buyer may cancel this agreement at any time by giving written notice to Seller. In such event, the procedure for termination and for the settlement of the obligations of Buyer and Seller in connection with such termination shall be in accordance with the principles set forth in Section VII of the Armed Service Procurement Regulation. The provisions of the paragraph shall not limit or affect the right of the Buyer to terminate this order for the default of the Seller.
E. Government owned special tooling produced or used under this Contract is the property of the United States Government. The Seller shall conform to the applicable requirements of Defense Federal Acquisition Regulations (DFAR) regarding government property in the possession of contractors.
THE SELLER WILL PLACE THE FOLLOWINGSTATEMENT ON THE SHIPPING DOCUMENTATION OF ALL SHIPMENTS TOBOEING:
"Seller hereby acknowledges that the parts and/or materials being shipped under this order are intended for use under Boeing's Federal Aviation Administration (FAA) issued Production Certificate 700 and no articles (or constituent parts thereof) or the accompanying paperwork (e.g., packages, shippers, etc.) contain any Federal Aviation Administration- Parts Manufacturer Approval (FAA-PMA) markings."
THE PREFERRED LOCATION FOR THE STATEMENT IS ON THE SHIPPING DOCUMENT, NEXT TO, OR FOLLOWING, THE CERTIFICATE OFCONFORMANCE (C of C). THE STATEMENT MAY BE PRINTED, STAMPED OR ATTACHED AS ALABEL OR STICKER TO THE SHIPPING DOCUMENTATION. IT IS ALLOWABLE TO REPLACE"Seller" WITH THE COMPANY NAME OR "WE".
Boeing requires that the provisions/requirements set forth above, as determined by the Seller to be applicable, be included in Seller's direct supply contracts as well as the obligation that they be flowed to the sub-tier supply chain.
Avionic Instruments LLC and Acme Aerospace Purchasing Terms and Conditions FORM-117 Rev 12
