Terms & Conditions

Purchase Order Terms and Conditions

Section 1- Standard Conditions: Applies to all P.O.’s

S1 This purchase order agreement is expressly limited to and made conditional upon the terms and conditions contained herein. Any of the seller’s terms or conditions which are in addition to or different from those contained herein, and which are not separately agreed to in writing (except additional provisions clarifying the products ordered and shipping instructions), are hereby objected to and shall be of no force or effect. The seller shall be deemed to have assented to all terms and conditions contained herein if any part of the product described herein is shipped.

S2 This instrument contains the entire and only agreement between the parties hereto relating to the subject matter hereof, and any representation, affirmation of fact, and course of prior dealings promise or conditions in connection therewith or usage of the trade not incorporated herein shall not be binding on either party. The rights and obligations contained herein shall inure to and be binding upon parties, their legal representatives, successors, and permitted assigns.

S3 Warranties: Quality: Seller expressly warrants that all materials, products and services covered by this order shall be of good quality and workmanship and free from defects latent or patent; shall conform to drawings, specifications, descriptions, and samples furnished or specified by buyer, and if a product of seller is produced in accordance with seller’s specifications, it shall be suitable and sufficient for the use or purposes for which intended. Patents: Seller warrants that the sale resale or use of the materials furnished hereunder will not infringe any patents (except insofar as such infringement necessarily arise solely from the specific use of plans and specifications furnished by buyer) and seller agrees to defend, protect and save harmless buyer, its successors, assigns, customers and users of its material or products from all damages and expenses (including without limitation all legal fees and expenses) resulting from any and all claims based on any such actual or alleged infringement.

S4 Laws: Seller agrees that all materials and products covered by this purchase order will be produced in compliance with all applicable statutes, rules, regulations and orders of federal, state and local governments or governmental authorities.

S5 Inspection: All materials or products covered by this order shall be received subject to buyer’s final inspection for acceptance or rejection. In the event any material or product is found to be defective, fails to meet buyer’s specifications or is otherwise non-conforming, buyers may at its option, in addition to all other rights and remedies available to it under applicable law, return such material or product to seller, at seller’s expense, for credit or replacement, as elected by the buyer. Also, the seller shall provide written notification on seller’s letterhead to buyer officer, within 24 hours upon discovery, if nonconforming product or process escapes are identified after shipment to buyer has taken place. The seller may request for Material Review Action, from buyer, for approval of nonconforming material or product disposition.

S6 Changes: Buyer at any time may make changes in this purchase order agreement, but if any such change would cause a delay in time for performance or an increase in price, seller shall notify buyer immediately in writing and such change shall be made only if authorized by a written change order issued by buyer.

S7 Delivery: Goods, which are delivered in advance of schedule may, at buyer’s option, be returned at seller’s expense for proper delivery.

S8 Payment: Payment for the goods delivered hereunder shall not constitute acceptance thereof excluding early delivery pursuant to paragraph S7, and payment terms will be computed from the date the invoice is received by the buyer.

S9 Cancellation: A) Buyer may at any time cancel or suspend this purchase order agreement or any part thereof, without cause, by oral, electronic or written communication to seller specifying the effective extent directed by the buyer, immediately terminate all work on this purchase order and any contracts there under and generally take all actions reasonably designed to reduce its costs in connection with the work ordered hereunder. If buyer cancels this purchase order without cause, buyer shall reimburse seller for seller’s reasonable expenses which are properly and directly allocable to the part of this purchase order which is cancelled and, if the reimbursement amount is a significant portion of the cancelled part, then buyer has the right to receive an equivalent value of the materials or products produced by the seller.

B) Without prejudice to any rights or remedies available to buyer, buyer may cancel or suspend this purchase order in whole or in part by written notice to seller, for cause including without limitation (1) the product is defective; (2) the product is not delivered to buyer as scheduled; (3) Seller makes an assignment for the benefit of creditors or a receiver for seller is appointed or if any petition for bankruptcy or corporate reorganization under the bankruptcy act is filer by or against seller; or (4) Seller fails to comply with any of the terms or conditions of this purchase order agreement.

S10 Risk of loss and FOB: Unless otherwise agreed in writing by buyer, damage or loss to the materials or products covered hereby shall be at seller’s risk until such materials or products are received by buyer from the last carrier or shipper and deliver of products hereunder shall be made FOB of Tucson, Arizona.

S11 Extra charges and extra work: No charge for packing or cartage will be allowed unless expressly stated in the purchase order. No work involving extra or additional charges shall be performed except upon written instructions from buyer.

S12 Design rights: Buyer shall at all times have and retain title to all designs, drawings and specifications furnished by buyer to seller and intended for use with this purchase order. Seller agrees to use such design drawing and specifications only in connection with this purchase order, and shall keep said design, drawings and specifications confidential and not disclose the same to any other person, firm or corporation, excluding governmental inspectors, as required, without obtaining prior written consent of buyer signed by an officer or buyer.

S13 Services: If seller is to perform services for buyer, seller agrees to indemnify, defend and save buyer harmless from all liabilities, claims and losses arising from or out of the performance of such services. Seller agrees to furnish buyer with a certificate of insurance naming g buyer as an additional insured for property damage, public liability and workmen’s compensation insurance, unless waived by buyer, in amount satisfactory to buyer.

S14 Modifications waiver remedies: No change, modification, recession, discharge, abandonment or waiver of these standard conditions of purchase shall be binding upon buyer unless made in writing and signed by an officer of buyer. A waiver of any rights or obligation set forth herein on one occasion shall not be deemed to be a waiver of any right or obligation or of the same right or obligation on any provided under applicable law.

S15 Assignment: Any assignment of this purchase order, or of any rights or obligations hereunder, by seller without the written consent of buyer shall be void.

S16 Applicable law and venue: This purchase order agreement and matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects by laws of the state of Arizona. In the event of any dispute, the court having jurisdiction shall be the federal or state court (as applicable) located in Tucson, Arizona.

S17 Right of Entry: Upon verbal notification, seller shall provide right of entry to buyer and its customers and/or regulatory agencies to determine and verify the quality of contracted work, record and material.

S18 Executive order 13224: Seller will adhere to executive order (EO) 13224 “Executive order on terrorist financing- blocking property and prohibiting transactions with persons who commit, threaten to commit, or support terrorism”, effective 9/24/01 and any subsequent changes made to it. Seller further agrees to include this requirement on lower tier purchase orders on sub contracts hereunder. To view the contents of the (EO), please access the following website: https://www.state.gov/executive-order-13224/

S19 Buyer is ITAR registered and compliant. All persons should be US persons that handle any documents and/or parts. Seller shall notify buyer of all orders that are ITAR and shall notify buyer of any parts being shipped out of the country (USA) at time of placement of the order. Buyer’s documents may contain technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C., SEQ 2778: Control of arms exports and imports) or the Export Administration Act (Title 50, U.S.C., APP 2401 ET SEQ). Violations of these export laws are subject to severe criminal penalties. Seller shall disseminate in accordance with the provisions of DoD Directive 5230.25. E-mails are strictly confidential and intended solely for the addressee as they may contain information which is covered by legal, professional, or other privilege. If seller receives an email in error, seller shall not use, disclose, or copy any information transmitted with it, and notify the sender immediately. Neither buyer nor any of its associated companies gives any representation or warranty as to the accuracy or completeness of the contents of their e-mails. Buyer shall not be held liable to any person resulting from the use of any information contained in an e- mail, and shall not be liable to any person who acts or omits to do anything in reliance upon it.

S20 Upon request from buyer, seller shall submit all requested corrective action plans when it is determined that the seller is responsible for the nonconformity and shall focus on the root cause of the discrepancy. Corrective Action shall be returned within 30 calendar days of the request unless otherwise specified.

S21 Buyer is committed to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires companies to disclose their use of Conflict Materials that originated in the Democratic Republic of the Congo (DRC) or adjoining countries. As of the date of this document, these materials include tantalum, tin, gold, and tungsten. To the best of our knowledge none of buyer products contain any Conflict Materials.

S22 All Quality Records on non-traceable, non-serialized parts, including radiographic film, shall be retained 11 years or as noted on the purchase order. Any traceable parts or serialized parts, including radiographic film, shall be retained indefinitely. Note- Indefinitely does not mean that the records must be retained permanently. A lengthy period of time specified in the law that cannot be determined in advance. Records having a retention period of indefinitely should be reviewed periodically to determine if they have surpassed their useful legal and business life. Destruction of records with indefinite retention period must be authorized by buyer.

S23 Counterfeit Part Avoidance:
For purposes of this clause, work consists of those parts delivered under this Purchase Order that are the lowest level of separately identifiable items (e.g., articles, components, goods, and assemblies). “Counterfeit Work” means Work that is or contains items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable. Seller agrees and shall ensure that Counterfeit Work is not delivered to buyer. Seller shall only purchase products to be delivered or incorporated as work to buyer directly from Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), or through an OCM/OEM authorized distributor chain. Work shall not be acquired from independent distributors or brokers unless approved in advance in writing by buyer. Seller shall immediately notify buyer with the pertinent facts if seller becomes aware or suspects that it has furnished Counterfeit Work. When requested by buyer or a customer of the buyer, the seller shall provide OCM/OEM documentation authenticating traceability of affected items to the applicable OCM/OEM. Seller shall establish and maintain a Counterfeit Parts/Material Prevention and Control plan using AS-5553 and/or AS6174 to ensure that Counterfeit Work is not delivered to the buyer. The purpose of the seller(s) plan shall be scoped in a developed robust process to prevent the delivery of counterfeit commodities and control commodities identified as counterfeit. Seller shall include this clause or equivalent provisions in lower tier subcontracts for the delivery of Item(s) that will be included in or furnished as Work to Buyer. Sellers eligible for utilization of the Government-Industry Data Exchange Program (“GIDEP”) shall utilize the GIDEP process to alert the industry of encountered counterfeit parts. The supplier is required report any suspect counterfeit parts shipped to ITDE within 3 working days of being confirmed.

S24 Subcontracting: Suppliers shall ensure flow down to, and compliance with, all applicable Purchase Order and Engineering requirements to their sub-tier suppliers, including approved Special Process providers.

S25 Class I Ozone Depleting Substances (ODS): shall not be used in the design, test, manufacture, integration and assembly, handling, transportation, operations, maintenance or disposal of the hardware/components delivered to this order. A certified, signed statement attesting to this shall accompany shipment and be enclosed with packing slip. Certification must contain the manufacturer’s name and supplied part number. This certification may be incorporated in the certificate of conformance.

S26 When the supplier has determined that nonconforming product(s) have been delivered to Industrial Tool, Die & Engineering, the supplier shall notify the Industrial Tool, Die & Engineering Buyer within twenty-four (24) hours of the initial discovery. The supplier shall use receipt acknowledged e-mail or other positive notification method. The notification shall include the following information:

  1. supplier name
  2. Industrial Tool, Die & Engineering Purchase Order number
  3. part number and description
  4. affected quantity and serial numbers (if known)
  5. dates delivered (if known)
  6. brief description of the nonconforming condition

The initial notification shall be followed by a formal “Disclosure Letter” delivered to the Industrial Tool, Die & Engineering Buyer within five (5) days of the initial notification. The Disclosure Letter shall include the following information:

  1. Complete description of the nonconforming condition(s)
  2. The affected quantity of products (including serial numbers when applicable) and dates delivered to Industrial Tool, Die & Engineering
  3. Potential effect of the nonconformance on the performance, reliability, safety and/or usability of the product(s) if known
  4. Recommendations for Industrial Tool, Die & Engineering action including for products that Industrial Tool, Die & Engineering may have already delivered to its customers
  5. Immediate action taken by supplier to contain the nonconformance and nonconforming products
  6. Root cause analysis of the nonconforming condition
  7. Root cause corrective action plan and schedule
  8. The plan and schedule for verifying the effectiveness of the corrective action

In those cases where (1) through (8) above are under investigation and incomplete, the supplier may request, from the Industrial Tool, Die & Engineering Buyer, authority to submit an interim disclosure letter. Industrial Tool, Die & Engineering reserves the right to participate in the nonconforming product investigation at the facilities of the supplier or its sub-tier sources.
Containment of Nonconforming Material
When a nonconformance is discovered, or the Supplier is notified of a discrepancy, the Supplier must take immediate action to determine if the condition exists on any other work-in-process, in all inventory locations at the Supplier’s facility, or in prior shipments. Containment action must be taken and documented prior to the next shipment of the part number involved.
Escape Closure
To close the escape with the Industrial Tool, Die & Engineering quality engineer, please ensure the following are completed:

  1. Final root cause/corrective action plan is adequate, completed, and submitted to the Industrial Tool, Die & Engineering
  2. Validate Corrective action implementation for effectiveness
  3. Perform 100% inspection of the deviated characteristics on consecutive shipments
  4. Track the completion of inspection of the next (3) shipments

S27 As a supplier to Industrial Tool, Die & Engineering, it is understood when accepting our purchase orders, your organization agrees to meet ISO9001/AS9100/AS9120 requirements, the requirements of Industrial Tool, Die & Engineering Customers that is flowed down on purchase order in addition to Industrial Tool, Die & Engineering General Terms and Conditions of Purchase.

EXTERNAL PROVIDER ENSURES, WITH THE ACCEPTANCE OF THIS PURCHASE ORDER, THAT PERSONS ARE AWARE OF THEIR CONTRIBUTION TO PRODUCT OR SERVICE CONFORMITY INCLUDING THEIR CONTRIBUTION TO PRODUCT SAFETY AND THE IMPORTANCE OF ETHICAL BEHAVIOR

Supplier must comply with all applicable laws and regulations and be committed to the highest standards of ethics and business conduct. Supplier must not engage in unfair business practices (i.e. business gifts, etc.), and should avoid involvement in activities that could be perceived as a conflict-of-interest. Supplier will protect proprietary rights and intellectual property rights of customers and Suppliers and take care to protect sensitive information including personal, confidential, and proprietary information. Supplier to enforce all product safety requirements, including the management of critical items and key characteristics. Supplier to communicate any concerns regarding product safety to Industrial Tool, Die & Engineering.

Supplier will ensure that employees and people working on its behalf are aware of:

  • Their contribution to product or service conformity
  • Their contribution to product safety
  • The importance of ethical behavior

S28 FOD (FOREIGN OBJECT DAMAGE/DEBRIS): Where appropriate based on the product and/or process, a FOD prevention program (ref. NAS-412, AS9146, or equivalent) shall be implemented and maintained by the Seller. All material intended for Buyer shall be packed with suitable protection so as to prevent damage through handling, during storage at the Seller, in transit, and during storage at Buyer’s facility before use

S29 MERCURY FREE REQUIREMENT Mercury Free Requirement: Materials or products covered by this order shall be free from contamination by presence of mercury. The supplier and all sub-tier suppliers shall certify compliance with this requirement. RoHS Compliant material or process is acceptable.

Section II- Quality clauses: Applies as noted, see P.O.

Q1 Certificate of conformance: A certification of compliance (C of C) signed by an authorized quality representative must accompany each lot shipped to buyer. This (C of C) is an indication that all requirements of the associated purchase order, drawing(s) and specifications have been met. (C of C) must contain, as a minimum:

Seller Name and Address
Statement that parts conform to requirements
Buyer PO and line item
Original Manufacturer’s name and part number (when source of supply is a requirement)
Part number and revision
Quantity shipped (listed quantities to be broken out by lot, and also totaled)
Product Description
Date and identity (hand signature, stamp or electronic signature) with title of seller’s authorized personnel signing the certificate.
When required by drawing or technical data: Lot/Batch/Compound numbers Serial Numbers/date code
Date of manufacture and/or cure date (month/year or quarter/year)
Shelf life expiration date (MM/YY) as applicable
Shipper number (If applicable)
Date of shipment

Q2 Government source inspection: Government source inspection is required prior to shipment from seller’s facility. Upon receipt of this order, promptly notify the government representative who normally services seller’s facility so that appropriate planning for government inspection can be accomplished. In the event that the government offices cannot be located, you must notify buyer for instructions.

Q3 SPC: Statistical process control techniques shall be employed on key, critical or controlling characteristics, as specified within the drawing(s), and/or within this purchase order. Key characteristic data must be managed in accordance with Honeywell SPOC 154. (See note 1).

Q4 Inspection data: Sampling procedures used by the seller must be in accordance with ANSI/ ASQC Z1.4-2003 (R2018) or latest revision, except that the accept/reject criteria shall always be 0/1 (c=0).

Q5 Inspection data: Verifiable quantitative inspection data must be furnished with each lot of parts furnished for this purchase order. Actual dimensions for each characteristic, on a minimum of the sample size of the parts, per shipment, must be part of the inspection data. The inspection data must also indicate the total number of parts accepted and/or rejected for each characteristic. The inspection data must be hand signed, electronic signed, and/or ‘A’ stamped by authorized representative of the quality department.

Q6 Lot serialization: Pieces shall be lot serialized. Processing record shall be maintained at all times by the lot serial number.

Q7 Part/lot traceability: The individual pieces in the lot shall carry specific, assigned serial numbers, traceable back to the heat lot. Identify in accordance with drawing, specification or purchase order requirements.

Q8 First article inspection: The first production piece must have a complete 100% first article inspection (FAI) done on it and documented, to become part of the first article package to be submitted to buyer for review/approval prior to continuation of production. The first article package must consist of the first production piece, the documented inspection results, material certs and special processing certs. If processing is altered after first article approval, a delta first article, as a minimum, will be required with the first production piece after alternation. The FAI part(s) must be segregated and marked as being FAI parts.

Q9 Certified physical and chemical test reports: Certified physical and chemical test reports, including Rockwell hardness testing results, are required for each shipment of material on this purchase order and must be traceable to each heat lot involved. The documentation must be ‘A’ stamped, signed, or digitally signed by an authorized representative of the quality department.

Q10 Special process certification: Any special processing performed on the material/ parts associated with this purchase must be individually certified, including related data, such as thickness, temperature, and hardness results. These processes shall include, but not limited to, heat treat, plating, paint, welding, NDT, and etc. The process and certification will be to the most current revision of process called out on purchase order unless otherwise noted on this purchase order.

Q11 Safety data sheet: Safety data sheets (SDS) are required with each item delivered on this purchase order.

Q12 Industrial Tool, Die, and Engineering source inspection: Buyer’s source inspection at seller’s facility is required prior to shipment of any parts/material on this purchase order. Seller shall notify buyer of the required date for buyer’s source inspection. Adequate time for arrangement must be allowed.

Q13 Preservation/ packing: Parts and/or material furnished on this purchase order shall be preserved, packed and packaged in a “best commercial” manner to prevent deterioration or damage during shipment. Specific requirements deviating from “best commercial” shall be defined within the purchase order. Bare part-to-part contract is not allowed under any circumstance.

Q14 Quality system requirements: Seller must comply with the following:

A quality system in accordance with MIL-I-45208, ISO9001, AS9100, AS9120, or NADCAP AC7004
A quality system in accordance with ISO9001/AS9100 accompanied with a copy of the certification or we will take exception to this as long as the Supplier Survey is completed & approved prior to the second order being placed with that vendor.

Q15 Special process approval flow down: Seller shall be responsible for complying with buyer’s customers’ requirements which include, but are not limited to:

Plating (various types; Chemfilm, anodize, dry lube, cadmium, gold, nickel, etc.)
Heat treat
Paint

Welding
Soldering
NDT
Passivation

Q16 DFARS 252.225-7014 Preference for Domestic Specialty Metals Any specialty metals incorporated in articles delivered under this contract shall be melted in the United States, its possessions or Puerto Rico. Specialty metals means:

Steel with a maximum alloy content exceeding one or more of the following limits: manganese 1.65%, silicon 0.60%, or copper 0.60%.
Steel containing more than 0.25 percent of any of the following elements: aluminum, chromium, cobalt, columbium, molybdenum, nickel, titanium, tungsten or vanadium.

Metal alloys consisting of nickel, iron-nickel, and cobalt base alloys containing a total of other alloying metals (except iron) in excess of 10 percent.
Titanium and titanium alloys.

Zirconium and zirconium base alloys.
This clause does not apply to specialty metals melted in a qualifying country. Call your buyer for a list of qualifying countries

Q17 HONEYWELL SPOC 002

Q18 Top Level Flow Down-See P.O. for Top Level Flow down

Q19 This is a rated order certified for national defense use, and you are required to follow all the provisions of the Defense Priorities and Allocations System regulation. Federal Acquisition Regulation (FAR) 52.246-2 applies to order.

Q20 Moved, see S29

Q21  In addition to the foregoing FAR and DFARS clauses, the Seller agrees to comply with the following applicable laws:

Cybersecurity: ITD&E is committed to compliance with United States Government requirements regarding cybersecurity and cyber incident Reporting. This includes implementing adequate security requirements outlined in NIST SP 800-171, ), International Traffic in Arms Regulation (ITAR- 22 CFR 120-130), and implemented in the applicable FAR and DFARS clauses (FAR § 52.204-21 and DFARS § 252.204-7014, § 252.204-7020, § 252.204-7021). ITD&E’s safeguarding obligations extend not only to information received from the Government during contract performance, but also to any covered defense information that is collected, developed, received, used, or stored by or on behalf of ITD&E in support of the performance of the contract. Controlled Unclassified Information (CUI – NIST SP 800-171 current Rev) is information that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and government-wide policies. For ITD&E purpose any purchase order/ document marked CUI the Vendor must take all necessary precautions to protect the data and physical parts from Export inside or outside the Vendor’s company.

Purchase Orders/document marked CUI refer to CUI (NIST SP 800-171), International Traffic in Arms Regulation (ITAR- 22 CFR 120-130), Export Administration Regulations (EAR – 15CFR 730-774), Federal Contract Information (FCI – FAR Part 17). And the up most precautions must be taken to protect the data from Export. Vendor must not be on any excluded parties list including the Consolidated Screening List (CSL) which is a list of parties for which the United States Government maintains restrictions on certain exports, re-exports or transfers of items. It is a consolidated list from eleven export screening lists from the Department of Commerce, Department of Treasury, and several US Government agencies.

A7135 02-06-2024