Sales & Purchasing Terms & Conditions

STANDARD TERMS AND CONDITIONS OF SALE

1. Applicability.

These terms and conditions (“Terms”) are the only terms that govern the sale of goods or performance of services by Avionic Instruments LLC (“Seller”) to or on behalf of the buyer (“Buyer”). Notwithstanding anything herein to the contrary, if a contract signed by both parties exists covering the sale of goods or performance of services covered hereby, the terms and conditions of that contract will prevail to the extent inconsistent with these Terms. Any quotation or confirmation of order accompanying these Terms, or into which these Terms are incorporated by reference (collectively, the “Agreement”), comprises the entire agreement between the parties and supersedes all prior or contemporaneous understandings, representations, warranties, and communications, written or oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer submitted its order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of Buyer’s terms and conditions and does not serve to modify or amend these Terms. All Products are delivered in accordance with Seller’s specification and quality management system requirements. Fulfillment of Buyer’s order does not constitute acceptance of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Under no circumstances may the Buyer cancel any order within 90 days of the agreed delivery date. Seller may, in its sole discretion, assess applicable cancellation, rescheduling, or expedite fees in connection with any such cancellation or modification request.

2. Delivery and Shipping Terms.

Goods or services will be delivered or performed within lead time after receipt of Buyer’s order. Seller is not liable for any delays, loss or damage in transit. Unless otherwise agreed in writing, Seller shall deliver goods FCA (Incoterms 2020) Seller’s facility (the “FCA Point”) using Seller’s standard methods for packaging. Buyer shall take delivery of the goods promptly after receiving notice that the goods have been delivered to the FCA Point, at which point title and risk of loss shall pass to Buyer. Buyer shall be responsible for loading, if applicable. Seller may, in its sole discretion, without liability or penalty, make partial shipments of goods to Buyer. Each shipment will constitute a separate sale and Buyer shall pay for goods shipped, whether such shipment is in whole or partial fulfillment of Buyer’s order.

If for any reason Buyer fails to accept delivery of goods on the delivery date or if Seller is unable to deliver goods on the designated delivery date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the goods shall pass to Buyer; (ii) the goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the goods until Buyer picks them up and Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

The Seller shall not be liable for, nor shall the Buyer impose, any monetary claims, penalties, chargebacks, or deductions related to late delivery of the Products, unless such terms have been expressly agreed to in writing by the Seller prior to the delivery date. No implied or unilateral late-delivery penalties shall apply.

3. Minimum Order and Quantity.

Seller will not accept an order of less than $2,500 in value exclusive of transportation charges. The minimum billing will be $350 for each line item ordered. If Seller delivers to Buyer a quantity of goods different than the quantity set forth in the Agreement, Buyer may not object to or reject the goods or any portion of them by reason of the surplus or shortfall and shall pay for such goods the price set forth in the Agreement.

4. Title and Risk of Loss.

Title to and risk of loss of the Goods shall pass to Buyer upon delivery of the Goods at the FCA Point. As security for Buyer’s obligation to pay the Price, Buyer hereby grants to Seller a purchase money security interest in all of Buyer’s right, title, and interest in and to the Goods, wherever located, whether now existing or hereafter arising or acquired, together with all accessions, replacements, modifications, and all proceeds thereof (including, without limitation, insurance proceeds)

5. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the goods within five days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes documentation reasonably required by Seller. “Nonconforming Goods” means only: (i) goods shipped are different than identified in Buyer’s order; or (ii) the goods’ label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming goods or (ii) credit or refund the Price for Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Nonconforming Goods from Buyer, ship to Buyer the replaced goods to the FCA Point.

(c) The remedies set forth in Section 5(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided in Section 5(b), Buyer has no right to return goods purchased under the Agreement.

(d) The Seller shall not be subject to, nor shall the Buyer impose, any monetary deductions, offsets, penalties, or chargebacks arising from the Buyer’s inability to receive, inspect, or accept the Products due to the Buyer’s own quality assurance procedures, inspection processes, internal delays, or logistics operations. Any delays or failures in receipt attributable to the Buyer’s processes shall not affect the Seller’s right to full payment as specified in this Agreement.

6. Changes.

Seller may revise these Terms and Conditions from time to time. Any revised versions will be posted at http://www.avionicinstruments.com. Revisions will become effective upon posting unless otherwise stated. Buyer is responsible for reviewing the Terms and Conditions periodically to stay informed of any updates. Continued placement of orders after the effective date of a revision constitutes Buyer’s acceptance of the revised Terms and Conditions.

7. Price.

Buyer shall purchase the goods or services from Seller at the prices (the “Price”) set forth in Seller’s quoted price or published price list in force as of the date that Seller accepts Buyer’s order or as otherwise agreed in writing by the parties. Seller’s price list is subject to change at any time. All Prices are exclusive of sales, use and excise taxes and any other similar taxes, duties and charges of any kind imposed by a governmental entity on amounts payable by Buyer. Buyer is responsible for all such charges, costs and taxes, but Buyer is not responsible for taxes imposed on or with respect to Seller’s income, revenues, receipts, personnel or real or personal property or other assets.

8. Payment Terms.

Unless the parties otherwise agree, Buyer shall pay all invoiced amounts to Seller net 30 days from the date of Seller’s invoice. The extension of credit to Buyer shall be subject to change by Seller at any time. Unless the parties otherwise agree, Buyer shall make all payments by check, in U.S. dollars. Buyer shall pay interest on late payments at the lesser of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly from the date due until paid in full. Buyer shall reimburse Seller for costs incurred in collecting late payments, including, without limitation, reasonable attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller may, without liability, suspend or terminate the performance or delivery of any goods or services if Buyer fails to pay any undisputed amounts when due hereunder. Buyer shall not withhold payment of any amounts due by reason of any set-off of a claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise to the maximum extent permitted by law.

9. Packaging.

Prices include Products having standard commercial packing only. Where special packing is required, contact Seller. Special packing may be subject to additional costs.

10. Product Notices.

Buyer shall provide all Seller-supplied product notices, warnings, instructions, recommendations, and similar materials to all users of the Product, including Buyer’s employees.

11. Warranty; Exclusive Remedy.

(a) Limited Warranty.

Seller warrants to Buyer that for a period of one (1) year from the date of invoice of the Goods or performance of Services (“Warranty Period”), the Goods and Services will (i) conform in all material respects to Seller’s published specifications applicable to the Goods or Services as of the date of manufacture, and (ii) be free from material defects in materials and workmanship.

(b) Disclaimer of Other Warranties.

THE WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER SET FORTH IN THE AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN THE GOODS OR SERVICES PROVIDED UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND ANY OBLIGATION OR LIABILITY ARISING FROM NEGLIGENCE, STRICT LIABILITY, OR TORT; ANY MANUFACTURER OF AIRCRAFT INCORPORATING THE GOODS OR SERVICES; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT.

(c) Third Party Products.

Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the goods. Third Party Products are not covered by the warranty in Section 8(a), and for the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT.

(d) Warranty Claims.

Seller is not liable for breach of the warranty set forth in Section 8(a) unless:

(i) Buyer gives written notice of the alleged defect, describing the defect in reasonable detail, within the Warranty Period and within ten (15) days after Buyer discovers or should have discovered the defect;

(ii) Buyer, if requested, returns them to Seller’s facility, F.O.B. Avenel, NJ, U.S.A., at Seller’s expense for such examination, within thirty (30) days after such written notice;

(iii) Seller is given a reasonable opportunity to examine the Goods or Services; and

(iv) Seller reasonably verifies (in its sole discretion) Buyer’s claim that the goods or services are defective and have not been subject to accident, abuse or misuse, and have been operated and maintained in accordance with the manufacturer’s recommendations and specifications.

(e) Exclusions.

Seller is not liable for breach of the warranty set forth in Section 8(a): (i) if Buyer continues to use the Goods or Services after giving notice under Section 8(d); (ii) if the defect arises due to failure to follow Seller’s instructions as to storage, installation, use or maintenance of the goods; (iii) if the goods are altered or repaired by anyone other than Seller without Seller’s prior written consent; or (iv) for defects caused by negligence, abuse or misuse of the goods, corrosion, fire, heat or normal wear and tear; or (v) caused by other excluded or improper conditions. These exclusions are without limitation.

(f) Sole Remedies.

Subject to Sections 8(d) and (e), with respect to any such defective goods or services during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such goods (or the defective part) or reperform the services or (ii) credit or refund the price of such goods or services at the pro rata Price but, if Seller requests, Buyer shall, at Seller’s expense, return such goods, or services if applicable, to Seller. Repaired Products will be warranted for the remainder of the original warranty period or for three (3) months from the date the repaired goods are reshipped to Buyer, whichever is longer.

(g) Exclusive Remedy.

THE REMEDIES SET FORTH IN SECTION 8(f) ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S ENTIRE LIABILITY FOR BREACH OF THE WARRANTY IN SECTION 8(a).

12. Limitation of Liability.

(a) Exclusion of Certain Damages.

IN NO EVENT WILL SELLER OR ANY MANUFACTURER OF AIRCRAFT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO:

(i) NONCONFORMANCE OR DEFECT IN GOODS OR SERVICES OR;

(ii) ANY BREACH OF THESE TERMS.

THIS LIMITATION APPLIES REGARDLESS OF WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) Cap on Liability.

IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR THE GOODS SOLD OR SERVICES PERFORMED UNDER THIS AGREEMENT. Buyer agrees to indemnify and hold harmless Seller from all claims by third parties which extend beyond the foregoing limitations of Seller’s liability.

(c) Exceptions.

The limitation of liability set forth in Section 9(b) do not apply to:

(i) liability resulting from Seller’s gross negligence or willful misconduct and

(ii) death or bodily injury resulting from Seller’s acts or omissions.

13. Compliance with Law.

Buyer shall comply with all applicable laws, regulations and ordinances and maintain in effect all licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the goods under the Agreement or any resale of the goods by Buyer. Buyer assumes all responsibility for shipments of goods requiring any government import clearance. If any governmental authority imposes antidumping duties, countervailing duties, or any other penalties on the goods, Seller may, at its sole discretion, terminate the Agreement immediately upon notice to Buyer.

14. Termination.

In addition to any other remedies available to Seller under this Agreement or at law, Seller may terminate the Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to make any payment when due under this Agreement; (ii) fails to perform or comply with any obligation under this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

15. IP OWNERSHIP.

All intellectual property used in connection with the Products or their manufacture is and shall remain the exclusive property of Seller, regardless of whether such intellectual property is developed during the course of the order or other work for Buyer, and regardless of whether Buyer provided funding for such development.

16. Confidential Information.

All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer in connection with this Agreement, whether orally, in writing, electronically, or in any other form, and whether or not marked or designated as “confidential,” is Confidential Information. Buyer shall use Confidential Information solely for the use of performing the Agreement and shall not disclose, reproduce, or otherwise use such information without Seller’s prior written consent. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief to prevent or remedy any unauthorized disclosure or use of Confidential Information, in addition to any other remedies available at law or in equity. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) obtained by Seller on a non-confidential basis from a third party who was not under an obligation of confidentiality.

17. Force Majeure.

Seller shall not be liable to Buyer, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any obligation under the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Seller’s reasonable control including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Seller shall use commercially reasonable efforts to mitigate the effect of any Force Majeure Event. If, due to any such circumstances, shortages should occur in Seller’s supply of any specific goods, Seller may allocate deliveries to its customers as it determines in its sole discretion.

18. Amendment and Modification.

These Terms may only be amended or modified in a writing that specifically states that it amends these Terms and is signed by each party.

19. Waiver.

No waiver by Seller of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure or delay by the Seller in exercising any rights, remedy, power or privilege under this Agreement operates or may be construed as a waiver thereof of that right or any other right. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege under this Agreement.

20. Assignment.

Buyer shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation shall relieve Buyer of any of its obligations under the Agreement.

21. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has authority to act for, bind, or obligate the other in any manner, and nothing in this Agreement grants such authority.

22. No Third-Party Beneficiaries.

The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

23. Governing Law.

All matters arising out of or relating to the Agreement are governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Delaware. The United Nations Convention on the International Sale of Goods does not apply to any matter arising out of or relating to the Agreement.

Any suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States or the courts of Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

24. Notices.

Each notice, request, consent, claim, demand, waiver and other communication hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the face of the order, quotation or confirmation of sale accompanying these Terms or to such other address that the receiving party may designate in writing. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

25. Severability.

If any term or provision of the Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, that term or provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability in that jurisdiction. Such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement, nor shall it invalidate or render unenforceable that term or provision in any other jurisdiction.

26. Survival.

Any provision of this Agreement that by its nature should survive termination or expiration shall remain in full force and effect, including without limitation the following: Insurance, Compliance with Law, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.

FORM 479 Rev 06

STANDARD TERMS and CONDITIONS

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 here of, 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 submit invoices by email to avionicupload@iqbackoffice.com 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. Seller shall notify Buyer of any potential work movement or placement at least sixty(60) days in advance of Seller committing to any such movement or placement.

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 re deliver 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 orin 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 un patented knowledge or information concerning Seller’s processes, present or contemplated products ort heir 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 Stockist 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 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 insert ions 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 apart 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 tor eject 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 ten (10) 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/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 records and 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. 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 oft heir 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 CFR60-1.4(a)(7), 29 CFR Part 471, Appendix A to Subpart A, 41 CFR 60-300.5(a) iiand 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. GIDEP MEMBERSHIP – The Seller is required to be a member of GIDEP (Government/Industry Data Exchange Program) if Seller is eligible.

40. FOREIGN OBJECT 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. FIRST ARTICLE INSPECTION REPORT – Seller shall perform First Article Inspections according to the requirements of AS9102 Aerospace Series – First Article Inspection Requirements. 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 ten (10) 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. 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 – Protection Of Electrical And Electronic Parts, Assemblies And Equipment 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) 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. 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 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 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:

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 CONTRACT THE 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 par thereof 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 IN 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.

IF THIS ORDER INDICATES THAT IT MAY REQUIRE DIRECT SHIPMENT TO A BOEING COMMERCIAL AIRPLANES LOCATION:

THE SELLER WILL PLACE THE FOLLOWING STATEMENT ON THE SHIPPING DOCUMENTATION OF ALL SHIPMENTS 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.”

THE PREFERRED LOCATION FOR THE STATEMENT IS ON THE SHIPPING DOCUMENT, NEXT TO, OR FOLLOWING, THE CERTIFICATE OF CONFORMANCE (C of C). THE STATEMENT MAY BE PRINTED, STAMPED OR ATTACHED AS A LABEL 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.

FORM-117 Rev 13

Terms and Conditions of Sale

Purchasing Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE

1. Applicability.

These terms and conditions (“Terms”) are the only terms that govern the sale of goods or performance of services by Avionic Instruments LLC (“Seller”) to or on behalf of the buyer (“Buyer”). Notwithstanding anything herein to the contrary, if a contract signed by both parties exists covering the sale of goods or performance of services covered hereby, the terms and conditions of that contract will prevail to the extent inconsistent with these Terms. Any quotation or confirmation of order accompanying these Terms, or into which these Terms are incorporated by reference (collectively, the “Agreement”), comprises the entire agreement between the parties and supersedes all prior or contemporaneous understandings, representations, warranties, and communications, written or oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer submitted its order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of Buyer’s terms and conditions and does not serve to modify or amend these Terms. All Products are delivered in accordance with Seller’s specification and quality management system requirements. Fulfillment of Buyer’s order does not constitute acceptance of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Under no circumstances may the Buyer cancel any order within 90 days of the agreed delivery date. Seller may, in its sole discretion, assess applicable cancellation, rescheduling, or expedite fees in connection with any such cancellation or modification request.

2. Delivery and Shipping Terms.

Goods or services will be delivered or performed within lead time after receipt of Buyer’s order. Seller is not liable for any delays, loss or damage in transit. Unless otherwise agreed in writing, Seller shall deliver goods FCA (Incoterms 2020) Seller’s facility (the “FCA Point”) using Seller’s standard methods for packaging. Buyer shall take delivery of the goods promptly after receiving notice that the goods have been delivered to the FCA Point, at which point title and risk of loss shall pass to Buyer. Buyer shall be responsible for loading, if applicable. Seller may, in its sole discretion, without liability or penalty, make partial shipments of goods to Buyer. Each shipment will constitute a separate sale and Buyer shall pay for goods shipped, whether such shipment is in whole or partial fulfillment of Buyer’s order.

If for any reason Buyer fails to accept delivery of goods on the delivery date or if Seller is unable to deliver goods on the designated delivery date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the goods shall pass to Buyer; (ii) the goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the goods until Buyer picks them up and Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

The Seller shall not be liable for, nor shall the Buyer impose, any monetary claims, penalties, chargebacks, or deductions related to late delivery of the Products, unless such terms have been expressly agreed to in writing by the Seller prior to the delivery date. No implied or unilateral late-delivery penalties shall apply.

3. Minimum Order and Quantity.

Seller will not accept an order of less than $2,500 in value exclusive of transportation charges. The minimum billing will be $350 for each line item ordered. If Seller delivers to Buyer a quantity of goods different than the quantity set forth in the Agreement, Buyer may not object to or reject the goods or any portion of them by reason of the surplus or shortfall and shall pay for such goods the price set forth in the Agreement.

4. Title and Risk of Loss.

Title to and risk of loss of the Goods shall pass to Buyer upon delivery of the Goods at the FCA Point. As security for Buyer’s obligation to pay the Price, Buyer hereby grants to Seller a purchase money security interest in all of Buyer’s right, title, and interest in and to the Goods, wherever located, whether now existing or hereafter arising or acquired, together with all accessions, replacements, modifications, and all proceeds thereof (including, without limitation, insurance proceeds)

5. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the goods within five days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes documentation reasonably required by Seller. “Nonconforming Goods” means only: (i) goods shipped are different than identified in Buyer’s order; or (ii) the goods’ label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming goods or (ii) credit or refund the Price for Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Nonconforming Goods from Buyer, ship to Buyer the replaced goods to the FCA Point.

(c) The remedies set forth in Section 5(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided in Section 5(b), Buyer has no right to return goods purchased under the Agreement.

(d) The Seller shall not be subject to, nor shall the Buyer impose, any monetary deductions, offsets, penalties, or chargebacks arising from the Buyer’s inability to receive, inspect, or accept the Products due to the Buyer’s own quality assurance procedures, inspection processes, internal delays, or logistics operations. Any delays or failures in receipt attributable to the Buyer’s processes shall not affect the Seller’s right to full payment as specified in this Agreement.

6. Changes.

Seller may revise these Terms and Conditions from time to time. Any revised versions will be posted at http://www.avionicinstruments.com. Revisions will become effective upon posting unless otherwise stated. Buyer is responsible for reviewing the Terms and Conditions periodically to stay informed of any updates. Continued placement of orders after the effective date of a revision constitutes Buyer’s acceptance of the revised Terms and Conditions.

7. Price.

Buyer shall purchase the goods or services from Seller at the prices (the “Price”) set forth in Seller’s quoted price or published price list in force as of the date that Seller accepts Buyer’s order or as otherwise agreed in writing by the parties. Seller’s price list is subject to change at any time. All Prices are exclusive of sales, use and excise taxes and any other similar taxes, duties and charges of any kind imposed by a governmental entity on amounts payable by Buyer. Buyer is responsible for all such charges, costs and taxes, but Buyer is not responsible for taxes imposed on or with respect to Seller’s income, revenues, receipts, personnel or real or personal property or other assets.

8. Payment Terms.

Unless the parties otherwise agree, Buyer shall pay all invoiced amounts to Seller net 30 days from the date of Seller’s invoice. The extension of credit to Buyer shall be subject to change by Seller at any time. Unless the parties otherwise agree, Buyer shall make all payments by check, in U.S. dollars. Buyer shall pay interest on late payments at the lesser of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly from the date due until paid in full. Buyer shall reimburse Seller for costs incurred in collecting late payments, including, without limitation, reasonable attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller may, without liability, suspend or terminate the performance or delivery of any goods or services if Buyer fails to pay any undisputed amounts when due hereunder. Buyer shall not withhold payment of any amounts due by reason of any set-off of a claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise to the maximum extent permitted by law.

9. Packaging.

Prices include Products having standard commercial packing only. Where special packing is required, contact Seller. Special packing may be subject to additional costs.

10. Product Notices.

Buyer shall provide all Seller-supplied product notices, warnings, instructions, recommendations, and similar materials to all users of the Product, including Buyer’s employees.

11. Warranty; Exclusive Remedy.

(a) Limited Warranty.

Seller warrants to Buyer that for a period of one (1) year from the date of invoice of the Goods or performance of Services (“Warranty Period”), the Goods and Services will (i) conform in all material respects to Seller’s published specifications applicable to the Goods or Services as of the date of manufacture, and (ii) be free from material defects in materials and workmanship.

(b) Disclaimer of Other Warranties.

THE WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER SET FORTH IN THE AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN THE GOODS OR SERVICES PROVIDED UNDER THE AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND ANY OBLIGATION OR LIABILITY ARISING FROM NEGLIGENCE, STRICT LIABILITY, OR TORT; ANY MANUFACTURER OF AIRCRAFT INCORPORATING THE GOODS OR SERVICES; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT.

(c) Third Party Products.

Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the goods. Third Party Products are not covered by the warranty in Section 8(a), and for the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT.

(d) Warranty Claims.

Seller is not liable for breach of the warranty set forth in Section 8(a) unless:

(i) Buyer gives written notice of the alleged defect, describing the defect in reasonable detail, within the Warranty Period and within ten (15) days after Buyer discovers or should have discovered the defect;

(ii) Buyer, if requested, returns them to Seller’s facility, F.O.B. Avenel, NJ, U.S.A., at Seller’s expense for such examination, within thirty (30) days after such written notice;

(iii) Seller is given a reasonable opportunity to examine the Goods or Services; and

(iv) Seller reasonably verifies (in its sole discretion) Buyer’s claim that the goods or services are defective and have not been subject to accident, abuse or misuse, and have been operated and maintained in accordance with the manufacturer’s recommendations and specifications.

(e) Exclusions.

Seller is not liable for breach of the warranty set forth in Section 8(a): (i) if Buyer continues to use the Goods or Services after giving notice under Section 8(d); (ii) if the defect arises due to failure to follow Seller’s instructions as to storage, installation, use or maintenance of the goods; (iii) if the goods are altered or repaired by anyone other than Seller without Seller’s prior written consent; or (iv) for defects caused by negligence, abuse or misuse of the goods, corrosion, fire, heat or normal wear and tear; or (v) caused by other excluded or improper conditions. These exclusions are without limitation.

(f) Sole Remedies.

Subject to Sections 8(d) and (e), with respect to any such defective goods or services during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such goods (or the defective part) or reperform the services or (ii) credit or refund the price of such goods or services at the pro rata Price but, if Seller requests, Buyer shall, at Seller’s expense, return such goods, or services if applicable, to Seller. Repaired Products will be warranted for the remainder of the original warranty period or for three (3) months from the date the repaired goods are reshipped to Buyer, whichever is longer.

(g) Exclusive Remedy.

THE REMEDIES SET FORTH IN SECTION 8(f) ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S ENTIRE LIABILITY FOR BREACH OF THE WARRANTY IN SECTION 8(a).

12. Limitation of Liability.

(a) Exclusion of Certain Damages.

IN NO EVENT WILL SELLER OR ANY MANUFACTURER OF AIRCRAFT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO:

(i) NONCONFORMANCE OR DEFECT IN GOODS OR SERVICES OR;

(ii) ANY BREACH OF THESE TERMS.

THIS LIMITATION APPLIES REGARDLESS OF WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) Cap on Liability.

IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR THE GOODS SOLD OR SERVICES PERFORMED UNDER THIS AGREEMENT. Buyer agrees to indemnify and hold harmless Seller from all claims by third parties which extend beyond the foregoing limitations of Seller’s liability.

(c) Exceptions.

The limitation of liability set forth in Section 9(b) do not apply to:

(i) liability resulting from Seller’s gross negligence or willful misconduct and

(ii) death or bodily injury resulting from Seller’s acts or omissions.

13. Compliance with Law.

Buyer shall comply with all applicable laws, regulations and ordinances and maintain in effect all licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the goods under the Agreement or any resale of the goods by Buyer. Buyer assumes all responsibility for shipments of goods requiring any government import clearance. If any governmental authority imposes antidumping duties, countervailing duties, or any other penalties on the goods, Seller may, at its sole discretion, terminate the Agreement immediately upon notice to Buyer.

14. Termination.

In addition to any other remedies available to Seller under this Agreement or at law, Seller may terminate the Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to make any payment when due under this Agreement; (ii) fails to perform or comply with any obligation under this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

15. IP OWNERSHIP.

All intellectual property used in connection with the Products or their manufacture is and shall remain the exclusive property of Seller, regardless of whether such intellectual property is developed during the course of the order or other work for Buyer, and regardless of whether Buyer provided funding for such development.

16. Confidential Information.

All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer in connection with this Agreement, whether orally, in writing, electronically, or in any other form, and whether or not marked or designated as “confidential,” is Confidential Information. Buyer shall use Confidential Information solely for the use of performing the Agreement and shall not disclose, reproduce, or otherwise use such information without Seller’s prior written consent. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief to prevent or remedy any unauthorized disclosure or use of Confidential Information, in addition to any other remedies available at law or in equity. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) obtained by Seller on a non-confidential basis from a third party who was not under an obligation of confidentiality.

17. Force Majeure.

Seller shall not be liable to Buyer, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any obligation under the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Seller’s reasonable control including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. Seller shall use commercially reasonable efforts to mitigate the effect of any Force Majeure Event. If, due to any such circumstances, shortages should occur in Seller’s supply of any specific goods, Seller may allocate deliveries to its customers as it determines in its sole discretion.

18. Amendment and Modification.

These Terms may only be amended or modified in a writing that specifically states that it amends these Terms and is signed by each party.

19. Waiver.

No waiver by Seller of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure or delay by the Seller in exercising any rights, remedy, power or privilege under this Agreement operates or may be construed as a waiver thereof of that right or any other right. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege under this Agreement.

20. Assignment.

Buyer shall not assign any of its rights or delegate any of its obligations under the Agreement without Seller’s prior written consent. Any purported assignment or delegation in violation hereof is null and void. No assignment or delegation shall relieve Buyer of any of its obligations under the Agreement.

21. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties. Neither party has authority to act for, bind, or obligate the other in any manner, and nothing in this Agreement grants such authority.

22. No Third-Party Beneficiaries.

The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

23. Governing Law.

All matters arising out of or relating to the Agreement are governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Delaware. The United Nations Convention on the International Sale of Goods does not apply to any matter arising out of or relating to the Agreement.

Any suit, action or proceeding arising out of or relating to the Agreement shall be instituted in the federal courts of the United States or the courts of Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

24. Notices.

Each notice, request, consent, claim, demand, waiver and other communication hereunder (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the face of the order, quotation or confirmation of sale accompanying these Terms or to such other address that the receiving party may designate in writing. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

25. Severability.

If any term or provision of the Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, that term or provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability in that jurisdiction. Such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement, nor shall it invalidate or render unenforceable that term or provision in any other jurisdiction.

26. Survival.

Any provision of this Agreement that by its nature should survive termination or expiration shall remain in full force and effect, including without limitation the following: Insurance, Compliance with Law, Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.

FORM 479 Rev 06

STANDARD TERMS and CONDITIONS

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 here of, 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 submit invoices by email to avionicupload@iqbackoffice.com 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. Seller shall notify Buyer of any potential work movement or placement at least sixty(60) days in advance of Seller committing to any such movement or placement.

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 re deliver 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 orin 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 un patented knowledge or information concerning Seller’s processes, present or contemplated products ort heir 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 Stockist 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 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 insert ions 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 apart 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 tor eject 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 ten (10) 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/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 records and 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. 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 oft heir 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 CFR60-1.4(a)(7), 29 CFR Part 471, Appendix A to Subpart A, 41 CFR 60-300.5(a) iiand 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. GIDEP MEMBERSHIP – The Seller is required to be a member of GIDEP (Government/Industry Data Exchange Program) if Seller is eligible.

40. FOREIGN OBJECT 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. FIRST ARTICLE INSPECTION REPORT – Seller shall perform First Article Inspections according to the requirements of AS9102 Aerospace Series – First Article Inspection Requirements. 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 ten (10) 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. 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 – Protection Of Electrical And Electronic Parts, Assemblies And Equipment 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) 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. 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 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 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:

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 CONTRACT THE 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 par thereof 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 IN 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.

IF THIS ORDER INDICATES THAT IT MAY REQUIRE DIRECT SHIPMENT TO A BOEING COMMERCIAL AIRPLANES LOCATION:

THE SELLER WILL PLACE THE FOLLOWING STATEMENT ON THE SHIPPING DOCUMENTATION OF ALL SHIPMENTS 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.”

THE PREFERRED LOCATION FOR THE STATEMENT IS ON THE SHIPPING DOCUMENT, NEXT TO, OR FOLLOWING, THE CERTIFICATE OF CONFORMANCE (C of C). THE STATEMENT MAY BE PRINTED, STAMPED OR ATTACHED AS A LABEL 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.

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