Terms & Conditions

By accepting a Purchase Order, the Supplier agrees to all definitions, terms, and conditions set forth in this document.

1. Definitions

RequirementDescription / ExpectationStandard Ref.
SupplierAny external provider of products, materials, or services under a Purchase Order.ISO 9001 §8.4
First ArticleInitial production sample submitted for approval prior to full production run.AS9100 §8.5.1
FODForeign Object Debris/Damage — any substance, debris, or article alien to a system that could cause damage if left in or around that system.AS9100 §8.5.4
Counterfeit PartAn unauthorized copy, imitation, or substitute misrepresented as genuine; includes parts with falsified documentation.AS9100 §8.1.4
CAPACorrective Action / Preventive Action — documented process to eliminate the cause of nonconformity and prevent recurrence.ISO 9001 §10.2
COC / CofCCertificate of Conformance — supplier-issued document attesting product meets all specified requirements.AS9100 §8.6
NCRNonconformance Report — formal record of product or process that fails to meet requirements.ISO 9001 §8.7
MRBMaterial Review Board — authority designated to disposition nonconforming material.AS9100 §8.7
Flow-DownThe requirement that the Supplier impose applicable quality requirements on its own sub-tier suppliers.ISO 9001 §8.4.3

2. Terms & Conditions

The Supplier shall maintain a documented Quality Management System (QMS) that conforms to the requirements of ISO 9001:2015 at minimum. Suppliers providing products or services in aerospace, defense, or other regulated industries shall maintain certification to AS9100 Rev D or the applicable industry-equivalent standard unless a written waiver is issued by the Company.

  • Certification to ISO 9001:2015 or AS9100 Rev D shall be maintained with an accredited third-party registrar throughout the duration of the Purchase Order.
  • The Supplier shall provide current certification documentation upon request and notify the Company within ten (10) business days of any suspension, withdrawal, or material change to its QMS certification status.
  • Uncertified suppliers may be accepted at the Company’s sole discretion with documented risk assessment and an approved Quality Plan substituted.
  • The Supplier shall maintain a document control system that ensures only current, authorized revisions of drawings, specifications, and procedures are in use at the point of work.
  • Quality records evidencing conformance (including inspection data, test reports, and certificates) shall be retained for a minimum of ten (10) years or as otherwise specified on the Purchase Order, whichever is longer. Records shall be legible, retrievable, and protected against damage, loss, or unauthorized alteration.
  • The Supplier is responsible for ensuring that all personnel whose work affects product or service quality are competent on the basis of education, training, skill, and experience.  Initial and recurring training records shall be retained as quality records.  Training for quality-affecting tasks shall be completed before personnel work independently; on-the-job training shall be supervised by a qualified individual.  The Supplier shall ensure training encompasses the Company’s quality requirements and any customer-specific requirements flowed down in the Purchase Order.
  • The Supplier communicates the importance of team member contribution to product conformity and customer satisfaction, the consequences of departure from specified requirements, including safety and airworthiness implications where applicable. Their authority and responsibility to stop work and report nonconformances.
  • The prohibition on use of counterfeit, or suspect unapproved parts, and policy for FOD prevention responsibilities relevant to their work area.  The Supplier shall establish and maintain a written FOD Prevention Program applicable to all work performed under Purchase Orders where FOD risk exists. The program shall meet the requirements of NAS 412 (Foreign Object Damage/Foreign Object Debris Prevention) as a baseline.  Products shall be packaged to prevent FOD introduction during handling, shipping, and storage. Open ends, ports, tubes, and cavities shall be capped or covered with approved materials.  A completed FOD-free certification statement shall accompany the shipment COC for applicable product types.  The Supplier shall establish, implement, and maintain a counterfeit part prevention program that meets the requirements of SAE AS5553 (Fraudulent/Counterfeit Electronic Parts) and, where applicable, SAE AS6174 (Counterfeit Material). These requirements apply to all electrical, electronic, and electromechanical (EEE) components and mechanical parts procured under Company Purchase Orders.  The Supplier shall procure parts only from Original Equipment Manufacturers (OEM), Original Component Manufacturers (OCM), or their franchised distributors. Use of independent distributors requires prior written approval from the Company and additional verification requirements.  The Supplier is prohibited from knowingly procuring or delivering counterfeit or suspect counterfeit parts.  Upon discovery of a confirmed or suspected counterfeit part, the Supplier shall immediately quarantine all affected parts and notify the Company in writing within twenty-four (24) hours.  Shipping containers and packaging materials shall be inspected for FOD prior to product insertion.
  • The Supplier shall document Inspection and Test Plans (ITPs) identifying inspection/test points, acceptance criteria, sampling plans, and responsible personnel for each product type or process.  In-process inspections shall be conducted at defined hold points before progression to the next operation.  Final, or formal, inspection shall verify all requirements of the Purchase Order, applicable drawings, and these terms and conditions are met prior to release.
  • Statistical process control (SPC) or equivalent process monitoring methods are encouraged and may be required by the Purchase Order.
  • A First Article Inspection (FAI), when needed, shall be performed in accordance with AS9102 Rev B (or equivalent) on the first article produced against a new or revised design, or upon resumption of production after an extended interruption. The FAI report shall be submitted to and approved by the Company before full production shipments are authorized. Partial re-FAI is required for changes to material, process, tooling, production source, or location that could affect form, fit, or function.
  • All measuring and test equipment used to verify product conformance shall be calibrated at defined intervals traceable to national or international standards (e.g., NIST).  Calibration status shall be identifiable on or associated with equipment. Out-of-tolerance equipment shall be immediately removed from service and quarantined.
  • When out-of-tolerance equipment is discovered, the Supplier shall assess and document the validity of prior inspection results and take necessary corrective action.
  • The Supplier shall maintain a documented procedure for identification, segregation, and control of nonconforming material to prevent unintended use or delivery.
  • Nonconforming material shall be tagged, labeled, and physically segregated in a designated controlled area.  No nonconforming product shall be shipped to the Company without prior written authorization (Deviation/Waiver) from the Company’s authorized representative.
  • The Supplier shall notify the Company of any nonconformance that may affect delivered product within forty-eight (48) hours of discovery.  Disposition options are: rework to drawing requirements, return to supplier, scrap. Repair by nonstandard means requires specific written approval.

NOTE: Repeat nonconformances of the same root cause within twelve (12) months may result in supplier qualification status review or removal from the Approved Supplier List.

  • Supplier shall maintain and use an Approved Supplier List (ASL) that reflects verified, legitimate supply chain sources. The ASL shall be reviewed at least annually.  The Supplier shall maintain an Approved Supplier List for quality-critical supply chain partners and make it available for Company review upon request.  This list should include a rating scale similar to: Approved — meets all requirements; eligible for new Purchase Orders; Conditional — minor deficiencies; subject to enhanced monitoring and improvement plan; Suspended — significant nonconformance; no new orders until root cause addressed; and Disqualified — removed from ASL; prohibited from receiving new orders.
  • All incoming parts shall be inspected against purchase documentation and OEM specifications. Inspection shall include visual examination, marking verification, and comparison against known-good samples where available.
  • The Supplier shall retain OCM traceability documentation (datecodes, lot codes, COCs, country of origin) for all parts incorporated into deliverable products.  Parts received without adequate traceability documentation shall be quarantined and reported to the Company before use.
  • High-risk parts (excess stock, long-lead, obsolete, or sole-source) shall be subject to enhanced inspection using appropriate authentication methods (XRF, decapsulation, electrical test, etc.).
  • The Supplier shall implement configuration management practices ensuring that product delivered matches the drawing revision and specification revision specified in the Purchase Order.
  • Any proposed change to design, material, process, manufacturing location, key sub-supplier, or equipment that could affect form, fit, function, safety, or product quality requires advance written notification to the Company and written approval prior to implementation.
  • Engineering change orders (ECOs) or deviations shall not be incorporated without Company authorization. Unauthorized changes are grounds for immediate rejection and supplier disqualification.
  • The Supplier shall identify and control product traceability throughout production, from raw material receipt through final shipment, using unique identification (lot, batch, serial number, or equivalent).  Where traceability to the individual part or assembly is required by the Purchase Order, the Supplier shall maintain records linking material certifications, process records, and inspection results to the specific product identifier.  Traceability records shall be provided with shipment or upon request.
  • Raw material certifications (mill certs, chemical/physical test reports) shall be retained and shall reference the specific heat/lot used in the deliverable.
  • The Supplier is fully responsible for the quality of products and services procured from its sub-tier suppliers that are incorporated into Company deliverables.  The Supplier shall flow down all applicable quality requirements — including but not limited to those in this document — to its sub-tier suppliers, commensurate with the risk and criticality of the sub-tier’s scope of supply.
  • The Supplier shall communicate to sub-tier suppliers: the importance of product conformity, safety, ethical behavior, customer requirements, and the right of the Company and its customers to conduct audits.
  • The Supplier shall not sub-contract the entire scope of a Purchase Order without prior written consent from the Company.
  • The Company and its customers reserve the right to conduct source inspection, product surveillance, and quality system audits at the Supplier’s facility and those of its sub-tier suppliers upon reasonable notice.  The Supplier shall provide access to facilities, work areas, records, and personnel relevant to the Purchase Order scope.
  • Audit findings shall be documented, and the Supplier shall submit a formal corrective action response within the timeframe agreed at the closing meeting, not to exceed thirty (30) calendar days.
  • Source inspection by the Company does not relieve the Supplier of responsibility for full conformance to Purchase Order requirements.
  • The Company reserves the right to inspect and accept or reject any product upon receipt, regardless of the Supplier’s internal inspection results or COC.
  • Rejected products will be documented on a Supplier Corrective Action Request (SCAR) and returned at the Supplier’s expense unless otherwise agreed.
  • The Supplier shall issue a replacement or corrective disposition within a timeframe agreed with the Company upon SCAR issuance.
  • Acceptance of product by the Company shall not waive any warranty right or right to recover costs associated with latent defects discovered after acceptance.
  • The Supplier shall conduct its business with integrity, avoiding any fraudulent, deceptive, or unethical practices in connection with Company Purchase Orders.
  • The Supplier shall have a mechanism for employees to report quality or ethical concerns without fear of retaliation. This may be satisfied by the Supplier’s own internal ethics/whistleblower program.
  • The Supplier shall not threaten, penalize, or discriminate against any employee who reports a genuine quality concern to the Company or to government authorities.
  • The Supplier shall cooperate fully and truthfully in any investigation of a quality, safety, or fraud concern related to Company purchase orders.
  • The Supplier shall promptly notify the Company of any actual or potential delivery delay, including the cause, magnitude, and recovery plan.
  • The Supplier shall maintain processes to identify and manage risks to on-time delivery, including supplier capacity constraints, material availability, and process capability issues.
  • Schedule recovery plans shall be submitted in writing within five (5) business days of identifying a delay risk.
  • Certificate of Conformance Requirements shall accompany each shipment delivered against a Company Purchase Order when required. The COC shall include, at minimum, supplier name, address, and authorized signatory; Company Purchase Order number and line item reference; Part number, revision level, and description; Quantity shipped and unit of measure; Lot/batch/serial number and date of manufacture where applicable; Statement of conformance: affirmation that product meets all requirements of the Purchase Order, referenced drawings, specifications, and applicable standards; List of any approved deviations or waivers applicable to the shipment; and Signature and title of authorized quality representative; date signed

NOTE: Digital/electronic COCs are acceptable provided they contain all required information and are signed by an authorized representative. Unsigned or undated COCs will result in shipment rejection.

 

By accepting this Purchase Order, the Supplier acknowledges receipt of this Supplier Quality Requirements Terms and Conditions document and agrees to comply with all requirements herein. This agreement is a condition of doing business with the Company and is incorporated by reference into every Purchase Order.