1. Printed Provisions

The following Printed Provisions of the Purchase Order shall apply in all cases except to the extent that the same are inconsistent with the provisions contained on the face and/or attached pages, sheets, schedules, etc., if any, of this Purchase Order and/or contained in a separate written agreement, signed by both parties, in which case such other provisions supersede and apply to the Purchase Order and shall be deemed a part of the Purchase Order.

2. Purchase Order

Irrespective of any prior offer of Seller, the contents of the Purchase Order shall be controlling and supersede any and all written or oral, express or implied, terms, conditions, provisions, or negotiations, to the contrary notwithstanding, to the end that this Purchase Order shall solely express the agreement reached between the parties. A failure to object to the provisions contained in any communication from the Seller shall not be deemed a waiver of these terms.

3. Assignment

Seller’s right under the contract may not be assigned, in whole or in part, without the written consent of the Buyer.

4. Delivery

All deliveries are to be completed to the Buyer shipping instructions and through the designated carrier. Title and risk of loss or damage shall not transfer to Buyer until delivery to the carrier. The purchase order number must appear on all shipping documents, bills of lading, invoices, correspondence, and must be marked on the outside of every shipping container.

5. Schedule

The Seller is responsible to ensure product is shipped on the scheduled shipment date. Any changes to schedule must be communicated to Buyer. Buyer reserves the right to cancel this Purchase Order in whole or in part if Seller should fail to make deliveries in accordance with the terms hereof.

6. On-time Delivery

On-time delivery is defined as five days early, zero days late.

7. Over Shipments

Buyer will pay for only quantities ordered and accepted. Over shipments will be held at Seller’s risk and expense for a reasonable time awaiting shipping instructions. Return shipping charges for excess quantities will be at the Seller’s expense.

8. Rescheduling and Cancellation

Buyer reserves the option of extending the date of delivery or canceling the order as business requirements dictate. In the event of cancellation, the Seller must take commercially reasonable efforts to minimize Buyer liability. In the event of any such extension or cancellation, if warranted, an equitable adjustment in price and/or delivery schedule shall be made, provided however, that under no circumstances shall Buyer be liable for any consequential damages or anticipated profits lost to the Seller, due to any such change and/or cancellation.

9. Product Acceptance

Purchased materials and services are subject to inspection and must conform to product specifications. Buyer reserves the right to reject all nonconforming materials.

10. Prices

Prices will be consistent with Buyer’s purchase order. No extra charges, of any kind, including charges for packing or cartage will be allowed unless specifically agreed to by Buyer in advance.

11. Payment Terms

Payment terms are 2% 10 net 45 days from invoice date. Payment for partial deliveries may be made when requested by the Seller, but only if and approved by the Buyer.

12. Responsibility

Unless otherwise specified by Buyer, the Seller shall be responsible for risk of loss for all items covered by this Purchase Order until title is transferred by delivery to the Buyer’s carrier, and the Seller shall bear all risks as to the items rejected or requiring correction after notice of such rejection or correction is given.

13. Seller

The Seller shall indemnify and hold Buyer harmless from any expenses or damages that may arise out of the delivery of any items or the performance of any services by Seller including any damages to Seller’s property or physical injury that may occur at the premises of Buyer to any officer, agent, employee, invite or licensee of Seller.

14. Non-Disclosure Agreement

The Seller agrees that materials and information received from Buyer are considered confidential and proprietary.  Seller agrees to maintain in confidence such materials and information.

15. Patent and Trademark Protections

Seller agrees to protect and hold Buyer harmless against any and all liability, loss, or expense (including attorney’s fees) by reason of any claim of patent, copyright and/or trademark infringement or any litigation in connection therewith.

16. Warranty

Seller warrants that for a period of one year from delivery the services and products provided herein shall be free from defects in materials, workmanship and design and that any items delivered will perform in accordance with and specifications provided by Seller to Buyer.  Seller shall, at its expense, repair or replace any defective service or items delivered within 30 days notification by Buyer of any defect.

17. Governing Law

These terms shall be construed and interpreted in accordance with the law of the State of Texas as though made by two parties residing in and fully performed within the State.

18. Quality Terms and Conditions

• An ANSI/ISO/ASQ 9001 or AS9100 quality system with third party registration is preferred. Seller’s or sub-tier suppliers not registered shall complete Buyer’s quality survey.
• Authorized personnel from Buyer, its customers and/or the appropriate regulatory agencies shall have reasonable access to Seller’s or Subcontractor’s facility during performance of the contract. Seller’s support of visiting personnel will be provided at no cost to Buyer, its customers, or appropriate regulatory agencies.
• Where required on Buyer’s Purchase Order, Seller must use Buyer’s approved special process sources (soldering, conformal coating). All special processes required by the Purchase Order must be performed by qualified personnel.
• Acceptance of material, provided in response to Buyer’s Purchase Orders, shall be contingent upon approval by Buyer’s quality assurance.
• Buyer’s customer or regulatory agency may impose source inspection, for any item that has been or will be produced, at their discretion.
• Seller will notify Buyer when discrepancies in the Seller’s process or product are discovered or suspected which may affect parts of assemblies Seller has delivered or will deliver under Buyer’s Purchase Order.
• Furthermore, Seller is required to notify Buyer of any changes to a product, process, sub-tier supplier, facility and/or majority ownership and to obtain approval from Buyer.
• Seller will comply with requirements of Buyer quality codes and/or clauses, if any, as specified on the Buyer’s Purchase Order.
• Buyer requires all applicable requirements for the Seller to flow-down to sub-tier suppliers. However, Buyer does not allow its Seller to subcontract any product or process to a sub-tier supplier without Buyer’s expressed written consent.
• The terms hereof constitute material provisions of any Buyer’s Purchase Order issued for material or services supplied by Seller.
• The shipment of materials to Buyer by Seller shall constitute acceptance by Seller of the terms hereof of any Buyer Purchase Order issued for purchase of such material.
• Item(s) supplied shall comply with the revision listed on the applicable Buyer’s Purchase Order. If the stated revision level is NOT the latest revision for the item(s) being supplied, Seller will contact Buyer so the appropriate corrections can be made to the Purchase Order.

19. Documentation Requirements

• Seller shall be required to provide Buyer with current drawings, prints, technical and/or data sheets when:
• Buyer’s Purchase Order for an item is the first time buy, or
• Revision of items being supplied to Buyer has changed from previous shipments.
• Upon request, Seller will provide a Certificate of Conformance (COC) with each shipment stating that the material and/or finished parts meet specified order requirements, and that applicable records are on file subject to examination. At a minimum, the certification must contain the following information:
• Purchase Order number.
• Part number state on Buyer’s Purchase Order.
• Manufacturer’s name.
• Manufacturing / Assembly address.
• Seller’s name/address.
• Lot number, batch number, date code, serial numbers, etc. of item(s) supplied.
• Quantity of product supplied (quantities corresponding to multiple lots, batches, or date codes are required to be stated on the Certificate of Conformance. Multiple serial numbers require the range or individual numbers to be stated on the Certificate of Conformance.
• Revisions level of applicable drawings, specifications, prints of item(s) being supplied.
• Shelf life, cure date, expiration date, as applicable to the item(s) being supplied.
• Authorized representative signature.
• Seller agrees to furnish copies of test procedures and reports, first article inspections, chemical and physical test values, control data, and/or airworthiness approval from the approved manufacturer or approved repair station, when required by the applicable specifications for the item(s) being supplied and/or when requested by Buyer, its customers or regulatory authorities. All data from the Seller and sub-tier suppliers shall be documented and supplied in English.
• Seller or sub-tier supplier shall maintain quality records for a minimum of 7 years after the requirements of the Purchase Order have been fulfilled.
• Seller’s nonconformance/rejection report shall contain, at a minimum, the following information:
• A clear identification and description of the part(s).
• Provide space for disposition and authorizing signatures.
• Describe the nonconforming condition with reference to the “should be” and “as is” conditions.
• Include sufficient detail to provide a thorough description of the condition, and
• Include a statement of the cause of the nonconformance and the corrective action taken to prevent recurrence.

20. Material Requirements

• The shelf life and expiration date of parts/material subject to degradation with age or varying temperatures must be clearly stated on the certification and packaging as required per the applicable specification. Parts/materials shall have the appropriate amount of shelf life remaining at time of receipt by Buyer; AT LEAST 80% shelf life remaining.
• If a part/material must be stored at specific temperature ranges to maintain shelf life, these temperature ranges must be specified and clearly stated on the certification and marked on the packaging as required per the application specification.

21. Distributor Requirements

In addition to the above stated requirements, distributors shall also comply with the following:

• Distributor must supply a copy of the original manufacturer’s signed Certificate of Conformance for each item supplied to Buyer.
• The manufacturers’ Certificate of Conformance shall meet the requirements of section 19(b) of these Terms and Conditions for Purchase. Buyer’s Purchase Order number and quantity ordered should be listed on Distributor’s Certificate of Conformance.
• Distributor will supply a copy of the original manufacturer’s test report/data when required by the applicable part specification of the item(s) being supplied and/or when requested by Buyer.

22. Counterfeit Parts Prevention

• Seller represents and warrants that only new and authentic materials are used in products required to be delivered to Buyer and that the Work delivered contains no Counterfeit Parts. No material, part, or component other than a new and authentic part is to be used unless approved in advance in writing by Buyer. To further mitigate the possibility of the inadvertent use of Counterfeit Parts, Seller shall only purchase authentic parts/components directly from the Original Equipment Manufacturers (“OEMs”), Original Component Manufacturers (“OCMs”) or through the OEM’s/OCM’s authorized dealers. Seller represents and warrants to Buyer that all parts/components delivered under this Contract are traceable back to the OEM/OCM. Seller must maintain and make available to Buyer, at Buyer’s request, OEM/OCM documentation that authenticates traceability of the parts/components to the applicable OEM/OCM. Purchase of parts/components from Non-Franchised Sources is not authorized unless first approved in Writing by Buyer. Seller must present complete and compelling support for its request and include in its request all actions to ensure the parts/components thus procured are legitimate parts. Buyer’s approval of Seller request(s) does not relieve Seller’s responsibility to comply with all Contract requirements, including the representations and warranties in this paragraph.
• If it is determined that counterfeit parts or suspect counterfeit parts were delivered to Buyer by Seller, the suspect counterfeit parts will not be returned. Buyer reserves the right to quarantine any and all suspect counterfeit parts it receives and to notify the Government Industry Data Exchange Program (GIDEP) and other relevant government agencies. Seller shall promptly reimburse Buyer for the full cost of the suspect counterfeit parts and Seller assumes responsibility and liability for all costs associated with the delivery of suspect counterfeit parts, including, but not limited to, costs for identification, testing, and any corrective action required to remove and replace the suspect counterfeit parts. The remedies in this section shall apply regardless of whether the warranty period or guarantee period has ended, and are in addition to any remedies available at law or in equity.
• Seller shall flow the requirements of this section (“COUNTERFEIT PARTS PREVENTION”) to its subcontractors and subcontractors at any tier for the performance of this Contract.

23. ITAR Flowdown

Documents and data supplied by Buyer may contain technical data within the definition of the International Traffic and Arms Regulations (ITAR) and is subject to the Export Control Laws of the U.S. Government. Transfer of this data by any means to a foreign person or foreign entity, whether in the United States or abroad, without an export license, ITAR exemption or other approval from the U.S. Department of State is prohibited.