Purchase Order Terms & Conditions

1. Agreement/Acceptance/Modifications

An order is Buyer’s offer to Seller, and acceptance is strictly limited to the terms of the order, without addition, deletion, or modification. Commencement of work or acknowledgement shall conclusively evidence acceptance.

2. Orders and Change Orders

These terms and conditions shall be part of each order Buyer may issue to Seller. Each order shall contain a description of the article being purchased and identify by part number, specifications, drawing, price, quantity, delivery schedule, and place of delivery. Each such order or change order must be signed (or authenticated electronically) by Buyer’s authorized representative.

3. Stop Work/Termination

Notwithstanding any other provision of this order, Buyer may by written notice terminate or stop work on an order or change order. Upon receipt of notice, Seller shall immediately cease all work on the order.

4. Warranty

Seller warrants that all articles delivered under this order will be free from defects, conform to the applicable specifications, part numbers, drawings, and revisions, and be suitable for their intended purpose. If nonconforming product exists, the Seller shall notify Buyer in writing and obtain written concession/disposition from Buyer prior to delivery.

5. Inspection/Observation

The Seller grants Buyer, Buyer’s customer, and regulatory authorities the right of access for inspection and verification activities. Inspection or observation by Buyer shall not relieve the Seller of responsibility for product quality or preclude subsequent rejection.

6. Compliance

The Seller is responsible for compliance with all applicable State, Federal, Provincial, and Local laws and regulations applicable to the product or services supplied.

7. Assignment/Outsourcing

No assignment or outsourcing of this order may occur without Buyer’s written consent. Flowdown of applicable requirements to sub-tier suppliers is mandatory. Special processes must be performed by Buyer-approved sources unless otherwise specified.

8. Electronic Data Interchange (EDI)

If any part of this order is affected using EDI, these Terms and Conditions shall continue to apply.

9. Entire Agreement

This order, including amendments and attachments, constitutes the entire agreement between Buyer and Seller regarding the items/services ordered.

10. Access Rights

Acceptance of this order signifies agreement for access to quality records and facilities by Buyer, Buyer’s customer, and/or regulatory authorities when requested.

11. Product/Process Changes

Seller shall not make changes to product/process definition, specifications, or materials without prior written authorization from Buyer. First Article Approval may be required.

12. Certifications & Test Reports

When certifications or inspection reports are required, they must include traceability (e.g., part description, lot/batch/serial number), drawing revision, process description, specifications, and test/inspection results. Distributors must provide original manufacturer certifications when required.

13. Record Retention

Suppliers must maintain records per AS9100 requirements:

• Aerospace-related product/process: 10 years

• Non-aerospace: 2 years

14. ITAR/EAR Compliance

Technical data and products under this PO may be subject to ITAR/EAR restrictions. Seller is responsible for compliance with export control regulations.

15. Contribution to Conformity & Safety

Suppliers are expected to ensure products conform to requirements, follow work instructions, and contribute to overall product safety.

16. Counterfeit Parts Prevention

Suppliers shall maintain a counterfeit parts prevention program compliant with AS5553 / SAE 6174A or equivalent. Suspect or counterfeit parts must be reported to Buyer immediately (within 24 hours).

17. Ethical Behavior

Suppliers shall conduct business with integrity and ensure employees are aware of their contribution to product quality, safety, and ethical conduct.

18. Supplier Performance Expectations

• On-Time Delivery: ≥ 90%

• Quality Performance: ≥ 98% acceptance rate

• Suppliers not meeting thresholds may be placed on Conditional Approval or Disapproved status. Conditional suppliers may only be used with written authorization.

• Performance will be periodically reviewed and results shared with suppliers.

19. Nonconformances & Returns (RMA)

• Nonconforming product must not be shipped without Buyer’s prior approval.

• If Buyer issues an RMA, Supplier must provide investigation and corrective action response within 10 business days.