This Purchase Order constitutes an offer by Buyer which is accepted by Seller solely in accordance with the terms set forth herein and on the face of the Purchase Order upon the earlier of Seller's (i) signing and returning the acknowledgment copy hereof, or (ii) commencement of effort, or delivery in whole or in part of articles or the furnishing of services required herein, or (iii) failure to take exception to the terms herein and on the face of the Purchase Order within 21 days of the Purchase Order date. This Purchase Order is a complete and exclusive statement of terms and supersedes all prior agreements.
All supplemental or acknowledged sheets, schedules, exhibits, specifications, drawings, data or riders which may be annexed hereto or referenced herein are made part of the Purchase Order. Seller acknowledges that it has available to it all specifications, drawings and data incorporated in this Purchase Order and that they are adequate to enable Seller to perform the work called for herein in accordance with the delivery schedule.
3. APPLICABLE LAW AND DISPUTES
Any dispute arising under or related to the purchase order shall be governed by the law of the State of Pennsylvania.
4. BUYER FURNISHED PROPERTY
If any property, including material, tooling and equipment is identified in the Purchase Order either (i) to be furnished to Seller by Buyer solely for performance of the purchase order or (ii) to be acquired by Seller for performance of the purchase order, title to such property shall remain with, or shall vest in, upon payment therefore by, the Buyer or its customer. Title to such property shall not be affected by incorporation or attachment to other property. Use of such property, other than in performance of the Purchase Order, must be authorized in writing by Buyer. With the exception of reasonable wear and tear, Seller shall bear the risk of loss, destruction of and damage to such property. When instructed by Buyer, Seller shall deliver the property to Buyer, F.O.B. Buyer's plant, at the completion or termination of the Purchase Order.
Buyer may at any time by a written order make changes within the general scope of the Purchase Order in any one or more of the following: (i) drawings, designs, or specifications; (ii) method of shipping or packing; (iii) place or time of delivery; and (iv) quantity. Seller shall proceed immediately to perform the Purchase Order as changed. If any such changes cause an increase or decrease in the cost of or the time required for the performance of the Purchase Order, an equitable adjustment shall be made in the price or delivery schedule, or both, and the Purchase Order shall be modified in writing accordingly. Any claim for adjustment under this provision must be submitted in writing within fifteen (15) days from the date the change is ordered together with cost or pricing data sufficient to permit evaluation of such claim. Where the cost of property made obsolete or excess as a result of a change is included in the contractor's claim for adjustment (and supported by inventory schedules to be submitted within three (3) months from the date of change), the Buyer shall have the right to prescribe the manner of disposition of such property. Failure of the parties to agree upon any adjustment to be made under this clause shall not excuse Seller from proceeding with the Purchase Order as changed or directed by an authorized representative of Buyer's Purchasing Department.
6. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS
Seller has complied with and shall comply with all applicable Federal, State and Local laws and ordinances and all orders, rules and regulations thereunder. Seller shall save and hold Buyer harmless from, and reimburse it for any and all costs, damages and expenses (including attorney's fees) suffered or occasioned to it through any failure of Seller to comply with any laws, orders, rules, regulations or ordinances.
All supplies shall be subject to inspection and test at all times and places, including the period of manufacture, by Buyer and its customers. If any inspection or test is made on Seller's premises, Seller, without additional charge shall: (i) provide all reasonable facilities and assistance for the safety and convenience of Buyer and its customer inspectors; (ii) make available to the inspectors copies of all drawings, specifications, and processes applicable to the articles ordered; and (iii) promptly furnish Buyer with any and all resulting inspection certificates. All articles are subject to final inspection and acceptance at Buyer's plant notwithstanding any payment or other prior inspections. Buyer may reject and hold at Seller's expense, subject to Seller's disposal, all supplies not conforming to applicable specifications, drawings, samples, or descriptions. Without limiting any other rights or remedies it may have as provided herein or at law or equity, Buyer, at its option, may, (i) require Seller to repair or replace at Seller's expense any item or supplies ordered which fails to meet the requirements of the Purchase Order; (ii) require Seller to refund the price of any such item; (iii) elect to retain and repair any such items with an appropriate reduction from the price otherwise due Seller to offset Buyer's costs of effecting necessary correction; or (iv) recover by offset or otherwise any and all damages and expenses incurred by Buyer as a result of such rejection. Neither final inspection, payment, nor any limitations contained in the warranty clause shall relieve Seller from responsibility for the correction or replacement of defective articles arising due to fraud, gross mistakes amounting to fraud, or for latent defects. Seller shall maintain an inspection system suitable to Buyer and, unless otherwise specified, meeting the requirements of ISO 9000.
8. INVOICING AND PAYMENT
A separate invoice shall be issued to Buyer for each shipment made by Seller. Unless otherwise specified in the Purchase Order, an invoice shall not be issued prior to shipment of items, and payment will not be made prior to receipt of items and correct invoice. Credit and discount periods will be computed from the date of receipt of the correct invoice to the date Buyer's check is post marked. The due date terms of all invoices shall be at least N30 days and all invoices should be sent to firstname.lastname@example.org.
9. LIMITATIONS OF LIABILITY
Notwithstanding any other provision of the Purchase Order, Buyer's maximum liability to Seller shall not exceed the purchase price of the Purchase Order. Any action against Buyer under the purchase order or related to its subject matter must be brought within one year after the cause of action accrues. Seller shall not be entitled to any incidental, special or consequential damages if Buyer breaches or otherwise fails to perform any obligations under the Purchase Order.
10. NOTICE OF DELAY
Whenever any event, including an actual or potential labor dispute, is delaying or threatens to delay the timely performance of the purchase order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to Buyer. Seller shall insert the substances of this clause, including this sentence, in any subcontract hereunder.
11. TITLE AND RISK OF LOSS
Title to and all risk of loss of or damage to supplies to be delivered hereunder shall remain on Seller until such supplies are delivered to Buyer at the destination specified on the face of the Purchase Order. Seller shall bear all risk of loss or damage to supplies rejected by Buyer, after notice of rejection until such supplies are redelivered to Buyer, except for loss, destruction or other damage to such rejected supplies resulting from the gross negligence of officers, agents, or employees of Buyer acting within the scope of their employment. Passing of title upon delivery shall not constitute acceptance of the items by Buyer.
AEROSPACE SUPPIER QUALITY REQUIREMENTS / CLAUSES
The following requirement / clauses become a part of the purchase order when
specified by a code of “AS9100-REQ” below the Purchase Order Number.
CERTIFICATES OF CONFORMANCE: THE SUPPLIER SHALL PROVIDE CERTIFICATES OF CONFORMANCE WITH EACH SHIPMENT OF ITEMS DELIVERED TO METAL INTEGRITY. THE CERTIFICATE SHALL STATE THAT THE SUPPLIER AND/OR THE ORIGINAL MANUFATURERER HAS PERFORMED ALL INSPECTIONS AND REQUIRED TEST IDENTIFIED ON THE METAL INTEGRITY PURCHASE ORDER AND THE DELIVERED ITEMS MEET ALL OF THE REQUIRMENTS IDENTIFIED ON THE METAL INTEGRITY PURCHASE ORDER.
FIRST ARTICLE: CERTIFICATES OF CONFORMANCE AND INSPECTION RESULTS ARE REQUIRED FOR ALL FIRST MANUFACTURED LOT OF A NEW PRODUCT. SAMPLING INSPECTION procedures used by the Supplier to determine quality conformance of supplies shall be described in the Supplier’s inspection system and shall comply with industry sampling practices. If supplier’s sampling process is internally developed, they must demonstrate their ability to comply with industry statistical methods proven over time. If sampling instructions are described in the METAL INTEGRITY purchase order or technical documents within the purchase order, the Supplier shall assure that the purchase order requirements are complied with. The sampling plan utilized by the supplier must be documented on the inspection and test data.
WORKMANSHIP: THE SUPPLIER SHALL CERTIFY THAT ALL WORKMANSHIP STANDARDS APPEARING ON METAL INTEGRITY PURCHASE ORDER ARE COMPLIED WITH AND EMPLOYEES WORKING ON THIS P.O. SHALL BE TRAINED AND COMPETENT IN ALL REQUIRED QUALIFICATIONS.
INTERACTION: THE SUPPLIER MUST COMMUNICATE WITH METAL INTEGRITY ON A REGULAR BASIS. SUPPLIER MUST CONTROL AND MONITOR PRODUCTION AND NOTIFIY METAL INTEGRITY OF ANY POSSIBLE DELAY OF SHIPMENT.
DESIGN/DEVELOPMENT CONTROL: NO CHANGES TO DESIGN, MATERIAL, OR PROCESS WITHOUT WRITTEN PERMISSION FROM METAL INTEGRITY.
EXTERNAL SUPPLIER: SUPPLIER MUST USE CUSTOMER-designated OR APPROVED EXTERNAL SUPPLIERS, INCLUDING PROCESS SOURCES OR SPECIAL PROCESSES.
CALIBRATION: THE SUPPLIER SHALL CERTIFY THAT INSTRUMENTATION USED TO PERFORM DIMENSIONAL IN-PROCESS AND FINAL INSPECTIONS ARE CALIBRATED IN ACCORDANCE WITH STANDARDS TRACEABLE TO NATIONAL INSTITUTE OF STANDARDS TECHNOLOGY (NIST) OR CALIBRATED INTERMEDIARY STANDARD.
MATERIAL: THE SUPPLIER SHALL CERTIFY THAT ALL MATERIALS FURNISHED UNDER THIS PURCHASE ORDER SHALL COMPLY AND CONFORM TO APPLICABLE ENGINEERING SPECIFICATION.
ACQUISITION REGULATIONS: THE SUPPLIER SHALL FLOW-DOWN ALL APPLICABLE METAL INTEGRITY PURCHASE ORDER REQUIREMENTS TO SUBCONTRACTORS AND SUPPLIERS AT EVERY TIER, INCLUDING, BUT NOT LIMITED TO TERMS AND CONDITIONS FEDERAL ACQUISITION REGULATIONS (FAR), DEFENSE FEDERAL ACQUISITION REGULATIONS
SUPPLEMENTS(DFARSS), AND QUALITY CLAUSES TO SUB-TIERS PERFORMING WORK INVOLVING THIS PURCHASE ORDER.
COUNTERFEIT MATERIAL: SUPPLIERS SHALL HAVE A COUNTERFEIT MATERIALS PROGRAM VERIFYING NO COUNTERFEIT PART (S) OR MATERIAL (S) WERE USED IN THE ASSEMBLY OF THE PRODUCT FURNISHED UNDER THIS PURCHASE ORDER ACCORDING TO AS5553 OR EQUIVALENT" OR "ALL MATERIALS FURNISHED UNDER THIS PURCHASE ORDER SHALL COMPLY WITH THE REQUIREMENTS OF AS5553"
CONFLICT MINERALS COMPLIANCE: ALL MATERIALS FURNISHED UNDER THIS PURCHASE ORDER SHALL COMPLY WITH THE DODD-FRANK ACT AND THE CONFLICT MINERALS RULE. SUPPLIERS WILL BE REQUIRED TO SUPPLY A CERTIFICATION, STATEMENT OR OTHER ACCEPTABLE FORM OF DOCUMENTATION ENSURING MATERIALS USED IN THE PURCHASED PRODUCT ARE FROM CONFLICT FREE SOURCES.
ESD COMPLIANCE: "ESD SENSITIVE COMPONENTS AND/OR MATERIALS FURNISHED UNDER THIS PURCHASE ORDER SHALL COMPLY WITH THE REQUIREMENTS OF ANSI/ESD S20.20 OR EQUIVALENT".
SOLDER COMPLIANCE: "SOLDERING MATERIALS, COMPONENTS, PROCESSES FOR COMPONENTS AND/OR MATERIALS FURNISHED UNDER THIS PURCHASE ORDER SHALL COMPLY WITH THE REQUIREMENTS OF J-STD-001"
SHELF LIFE: NO MATERIAL WILL BE SHIPPED TO METAL INTEGRITY WITH LESS THAN 80% OF THE FULL SHELF-LIFE AS DETERMINED BY THE ORIGINAL MANUFACTURE UNLESS PREVIOUSLY APPROVED IN WRITING BY METAL INTEGRITY. THE EXPIRATION DATES SHALL BE CLEARLY RECORDED ON THE PACKAGING AND SHIPPING DOCUMENTS.
QUALITY MANAGEMENT SYSTEM: THE SUPPLIER SHALL MAINTAIN A QUALITY MANAGEMENT SYSTEM THAT COMPLIES WITH THE REQUIREMENTS OF AS9100 OR ISO 9001.
RECORD RETENTION: ALL RECORDS RELATED TO THE MANUFACTURING, TESTING AND INSPECTION OF PARTS SUPPLIED UNDER THIS PO WILL BE MAINTAINED FOR A MINIMUM OF 10 YEARS FROM THE DATE OF FINAL DELIVERY.
MRB AUTHORITY: THE SUPPLIER DOES NOT HAVE MRB AUTHORITY TO ACCEPT OR REPAIR NONCONFORMING PRODUCTS BEING DELIVERED AND MUST OBTAIN APPROVAL FOR ANY DISPOSITION. METAL INTEGRITY SHALL BE NOTIFIED OF ANY NONCONFORMANCE'S.
FOREIGN OBJECT DEBRIS / DAMAGE (FOD): THE SUPPLIER SHALL EMPLOY APPROPRIATE HOUSEKEEPING PRACTICES TO ASSURE TIMELY DETECTION AND REMOVAL OF RESIDUE/DEBRIS GENERATED, IF ANY, DURING OPERATIONS AND/OR NORMAL DAILY TASKS.
NOTIFICATION RESPONSIBILTY: THE SUPPLIER SHALL NOTIFY METAL INTEGRITY IN A TIMELY MANNER IF THERE IS A SUSPICION OF NONCONFORMING MATERIALS ALREADY SHIPPED TO METAL INTEGRITY UNDER THIS PO. THE NOTIFICATION SHALL DESCRIBE THE SCOPE OF THE NONCONFORMANCE.
RIGHT TO ACCESS: DURING WORK PERFORMANCE UNDER THIS PO, METAL INTEGRITY, METAL INTEGRITY' CUSTOMERS AND REGULATORY AGENCY RESERVE THE RIGHT TO VISIT SUPPLIER SITES TO WITNESS WORK PERFORMED UNDER THIS PO AND ANY APPLICABLE RECORDS, AT ANY LEVEL OF THE SUPPLY CHAIN.
CHANGES: THE SUPPLIER SHALL NOTIFY AND OBTAIN APPROVAL FROM METAL INTEGRITY IF ANY OF THE FOLLOWING CHANGES OCCUR: CHANGE IN THE PRODUCT AND/OR PROCESS USED, CHANGE IN MANUFACTURING FACILITY, CHANGES IN SUPPLIERS OR CHANGE IN EQUIPMENT. METAL INTEGRITY RESERVES THE RIGHT TO REQUEST A NEW FIRST ARTICLE IF ANY OF THESE CHANGES OCCUR.
KEY CHARACTERISTICS: ALL KEY CHARACTERISTICS IDENTIFIED SHALL BE MONITORED AND CONTROLLED BY THE SUPPLIER.
PERSONNEL AWARENESS: THE VENDOR SHALL ENSURE THAT THEIR PERSONNEL ARE AWARE OF THE INDIVIDUAL’S CONTRIBUTION TO PRODUCT OR SERVICE CONFORMITY, THEIR CONTRIBUTION TO PRODUCT SAFETY, AND THE IMPORTANCE OF ETHICAL BEHAVIOR.
Products delivered under this Purchase Order that are subject to the Export Administration Regulations of the united States Department of Commerce, the International Traffic in Arms Regulations of the United States Department of State, or any other applicable export laws or regulations of the United States. Where delivery to Buyer is specified to be outside the United States, Seller has taken action necessary to comply with applicable export controls.