Terms & Conditions

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 1.  ACCEPTANCE

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.

2.  ADDENDA

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.

5.  CHANGES

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.

7. INSPECTION

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  accounting@metalintegrity.com.

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.