Quality — Enfield, CT
Quality Clauses – Enfield, CT
PCX Aerosystems Enfield LLC
4 Peerless Way
Enfield CT 06082-2371
Phone: 860.741.2546
REVISION MAY 2023
PCX Quality Clause SUPPLEMENT FORM NUMBER 1 – RECORDS MAINTAINED BY SUPPLIER
The following Quality Control Requirements apply to all vendors and purchase orders. See Procedure Number PROC 08 for Guidance
PCX Aerosystems Enfield LLC
General Quality Clause
Certificates with Serial Numbers if applicable.
requirements of ISO 10012-1, or MIL-I-45208 and
MIL-STD-45662, as approved by PCX.
watermark is depicted at the bottom of each page.
Vendor must take necessary actions to be compliance with the ITAR/EAR law, referenced at
www.pmddtc.state.gov
Vendor must flow down all quality and ITAR/EAR requirements to any sub-tier supplier including key
characteristics.
applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable
records.
period of 10 years for Non-Flight Safety and 40 years for Flight Safety, as required by ASQR-01 / SSQR-01
including unique requirements. Vendor must inquire with PCX for disposition requirements of records.
Vendor to perform all Quality and B/P requirements as detailed on the Purchase Order and notify the
of manufacturing facility location and, where required, obtain organization approval. Vendor shall flow
down to the supply chain the applicable requirements including customer requirements.
Records must be maintained for life of program. Vendor must inquire with PCX for disposition
requirements of records.
valid on date of the Purchase Order.
PCX Engineering for approval.
certification that supplies, deliveries and/or services performed conform in all respects to the
requirements of the Purchase Order. Nonconforming product shall not be shipped to PCX. Any
departure from drawings, specifications, nonconformance or failure to meet other Purchase Order
requirements must be recorded on PCX QC(F)2, form supplied upon request. Disposition of these
departures must be approved by PCX prior to shipment.
(Note: If any nonconformance is found after shipment of the product, the supplier shall notify PCX
within 24 hours).
For end-customer Sikorsky Aircraft, Procedure Approval Number required.
For end-customer Rolls-Royce, FPA Number or Data-card required.
follow all the provisions of the Defense Priorities and Allocations System regulation (15 CFR part 700).
See body of PO for Government Contract No. and Rating No. if applicable.
PCX must approve any non-conforming product disposition.
applies to this order.
As applicable a cert of compliance is required per AS 6174 for any controlled material.
PCX urges Suppliers to enroll in “GIDEP” Government Industry Data Exchange Program.
parts with the following information:
compliance to: PO requirements, processing specification(s) with revision, Nadcap Accredited process.
Test data as applicable and/or required.
Vendor must use customer-designated or approved external providers, including process sources
(special processes)
Vendor must ensure that persons are aware of: their contribution to product or service conformity,
their contribution to product safety, and the importance of ethical behavior.
Vendor must use statistical techniques for product acceptance and related instructions for acceptance
by the organization.
Vendor must flow down to external providers applicable requirements including customer r
requirements.
Unless otherwise specified, procedures shall be implemented to ensure that eye examinations,
including visual acuity and color vision, as applicable, are administered by a medically qualified/
trained person to all individuals performing visual inspection, other product acceptance activities
and/or M&TE calibration that require visual acuity.
Intervals shall not exceed one year.
Individuals shall be tested in at least one eye, either corrected or uncorrected.
Color Perception testing is required one time only. Individuals shall be capable of adequately
distinguishing and differentiating colors used in the method for which certification is required, the
process being performed or inspection activity.
Records shall be retained for each individual.
Additional Quality Clause Number
equivalent.
Inspector. Please fill out SA Form 5193 if applicable.
Inspectors Stamp on Certification is required. The latest revision of SS9211 applies to the Purchase
Order.
certificates.
Conformance (“Certificate”)
This certificate must list all of the drawings and/or specifications that formed the Purchase Order, as
well as the amendment revision level of each document named. This certificate must be dated, signed
by a responsible representative, include the following statement (or an equivalent statement)
(Note: Vendor’s pre-printed certificate may be acceptable if it includes all of the requirements of this
clause)
(Note: Vendor must keep all quality records applicable to the Purchase Order. Retention time is 40
years. Vendor must call PCX prior to the destruction of quality records)
(For Vendor of materials, only)
Materials supplied conform in all respects to the requirements of the Purchase Order.
(For Vendor performing a process, only)
Processes performed and the results, for the Purchase Order, conform in all respects to the
requirements of the Purchase Order.
Vendor shall include a written statement on the certificate as follows:
“Only materials furnished by PCX were used in the fabrication of items supplied on the Purchase
Order.”
(For Vendor of materials which include processing thereto)
Materials supplied, and processes performed, conform in all respects to the requirements of the
Purchase Order.
Certificates must identify manufacturing source and the date of manufacture.
Certificates must report the current approved Method of Manufacture number used and its revision
level and date. Certificates must report part classifications.
Materials supplied shall be guaranteed to meet NDT requirements as defined by the end use customer
drawing. If applicable per COL-ASQR-PRO-0003 Table 3, NDT audit program must include 25
random Collins Aerospace parts from each NDT method annually.
(FAIR) approval date and the current Fixed Process Approval (FPA) number and approval date.
during performance on this order, your quality control or inspection system and manufacturing
processes are subject to review, verification and analysis by authorized Government Representatives.
Government inspection or release of product prior to shipment is not required if you are otherwise
notified by the Government Source Inspector. Verify as applicable that process reviews required by
DCMA are current. FAR Clause 52.246-2 applies.
submit with each shipment certification that any bearing, bearing assembly, or any component part
thereof, except the raw material (such as bar or rod stock and lubricants) or bearing contained in any
item of the Purchase Order, has been manufactured in the United States or Canada or by an “other
authorized manufacturer” as defined in DOD FAR Supplement 52.208-7006 and DFARS 252.225-
7014 as applicable. In addition the requirements of DFAR 252.225-7009 apply in regards to
specialty metals.
required.
meets Rolls-Royce SABRe source approval requirements.
This also applies to all sub-tier suppliers. The articles included in this order are for Roll-Royce end use.
Rolls-Royce SABRe and or RRES 90000 quality requirements apply to this order.
Review SABRe process documents. https://suppliers.rollsroyce.com/GSPWeb/appmanager/gsp/guest
NDT site and processes must be Nadcap approved.
Requirements detailed in Heroux Devtek Specifications HPS-10 applies to this order.
GE C64 – Standard Terms and Conditions apply to this order
of HSM236
Form 2 required with this order. As applicable supplier to meet requirements HSM-17 on reports 80
and 85 UTAS Form 34 required for any applicable or modified hardware
All distributors for Metals, Electronics, and Hardware shall be on the UTC QDL
The laboratory test report or certified statement of the test bar mechanical properties from the
foundry control 1st Article Castings.
The test bars used for the mechanical testing shall be from the same melt and heat treat lot as the
foundry control 1st article castings.
The testing must be performed by a test facility with Parker Aerospace (ASPL) and Nadcap approval
for Materials Testing.
The test results submitted from a foundry with Nadcap Materials Testing approval are also
acceptable.
Engineering Drawing of the supplied Operation sheet requires a key or critical characteristic.
per applicable specification(s) and submitted for Boeing approval prior to fabrication of
production forgings. Certifications for first and subsequent lots of production forgings shall
indicate the Boeing approval memo number for the particular forging part/dash number
produced.
Boeing Philadelphia engineering and quality requirements, including D-590 and D1-4426
specifications for this particular item(s) ordered. Processer must be, and/or use D1-4426
sources and flow down the requirements of D1-4426 to any sub-tiers.
Boeing AH-64 Apache program. Quality records must be maintained, and be accessible
within a reasonable time, for 40 years after completion of this Purchase Order. Boeing
document EPB17-119 applies. If BAC specifications apply, refer to Boeing document D1-
4426 for PSD’s and Certify to PSD’s that are applicable. Certification must contain Material
Control (MC) number (for raw material only). Export Control Classification Numbers (ECCN’s),
if applicable, are contained in the text of this PO. If a Government Contract Number is
stipulated in your PCX purchase order, Boeing’s FAR/DFAR and Customer Contract
Requirements (CCR) are incorporated herein by reference to these terms and conditions and
are posted on Boeing’s public Supplier Website. The following link can be used to locate
Boeing’s FAR/DFAR and CCR flow-down requirements:
http://www.boeingsuppliers.com/idscommon/ccr/contracts.htm
Boeing CH-47 program. Quality records must be maintained, and be accessible within a
reasonable time, for 50 years after completion of this Purchase Order. If BAC specifications
apply, refer to Boeing document D1-4426 for PSD’s and Certify to PSD’s that are applicable.
Export Control Classification Numbers (ECCN’s), if applicable, are contained in the text of this
PO. If a Government Contract Number is stipulated in your PCX purchase order, Boeing’s
FAR/DFAR and Customer Contract Requirements (CCR) are incorporated herein by reference
to these terms and conditions and are posted on Boeing’s public Supplier Website. The
following link can be used to locate Boeing’s FAR/DFAR and CCR flow-down requirements:
http://www.boeingsuppliers.com/idscommon/ccr/contracts.htm. Look up the Government
contract number located in the PO and select the latest date. These requirements apply to all
components on the PO.
revisions) is required; Compliance ANS/ISO/IEC 17025:2005/2006 or ISO 10012, latest
revision is required; All certifications must include Purchase Order Number, Part Number(s),
Part Number Revision(s), Serial Number(s), Operation Number(s), Specification(s) and
Revision Level(s), Amendments (and PSD’s if applicable), an Authorized signature and typed
name and title of signatory. Certifications must also include supplier’s approved plan title,
number and revision/date as applicable. For Raw Material (Boeing Mesa only) a Material
Control (M/C) Number is also required; These PO requirements must be flowed down to all
sub-tier suppliers as applicable. All suppliers / sub-tier suppliers performing “special
processes” requiring OEM/Prime approval must be on the OEM/Prime’s “Approved
Source/Supplier List” for that process at the time the material is processed. Supplier shall
notify PCX Aerosystems Purchasing IN WRITING for approval of changes in product and/or
processes; Supplier must have written authorization from PCX Aerosystems Purchasing prior
to making any changes to product and/or processes; Supplier shall notify PCX Aerosystems
Purchasing IN WRITING when a delivered product and/or affecting process nonconformance
is discovered or suspected (including suspect counterfeit parts); Nonconforming product
cannot be shipped to PCX Aerosystems without written authorization from PCX Aerosystems
Purchasing PCX Aerosystems, its customer’s and regulatory authorities retain the right of
access to all facilities involved in this order and all applicable records; Quality documentation
records and certifications must be maintained for a period of 50 years after final payment of
this PO. After this time period the supplier shall not destroy such records without giving PCX
Aerosystems Purchasing and Quality ninety days written notice and receive approval for the
destruction of records. IF BAC Specifications apply: refer to Boeing document D1-4426 for
PSD’s and certify to PSD’s that are applicable. If Sikorsky part the certification must state
“Parts and/or services are destined for Sikorsky Aircraft”. If supplier uses Boeing/Government
supplied tooling in the performance of this PO, Boeing document D950-11059, SEC. 9
APPLIES.
when using PCX Aerostructures supplied BAC/Govt tooling or gages.
Assurance Standard for Digital Product Definition at Boeing Suppliers applies.
process, speeds, feeds, tools, programs or machining center are allowed without prior written
approval from PCX Aerosystems engineering.
PCX AEROSTRUCTURES, LLC
External Provider Code of Conduct
Comply with the Law
PCX Aerostructures LLC is committed to the highest standards of ethics and business conduct. As such, it is our expectation that all of our external providers (suppliers, contractors, and interns) comply with the letter and spirit of every applicable law or regulation in each country and locality in which we/they operate. Each of our external providers is responsible for understanding the laws and regulations that relate to the Purchase Order provided by PCX. These include the following:
- Competition and Antitrust Laws – Competition and antitrust laws generally prohibit conduct with competitors, suppliers or customers that constitutes unlawful restraint of trade.
- Laws Governing International Activities – If you are involved in exports, including the transmission of technical data via the Internet or other electronic means, be familiar with export laws and specific export prohibitions. PCX and our external providers are prohibited from taking any action in support of an international boycott not sanctioned by the U.S. government.
- Employment Laws – Equal opportunity must be provided in all employment practices. Seek to ensure that each person is treated with fairness and dignity. Provide a work environment that is free from all forms of illegal discrimination or harassment.
- Occupational Health and Safety, Environmental and Other Regulatory Laws – Commit to providing a healthy and safe work environment for your employees and all PCX products and services. Do not condone illegal drug use or abuse of alcohol. Respect and protect the environment and adhere to environmental laws and regulations.
Protect Confidential Information
Data, information and documents pertaining to PCX and our customers may be used only in the performance of that contract and may not be disclosed or communicated to persons outside PCX unless they need the information in connection with their business relations with PCX, or as may be required by law. Comply with all applicable data protection laws.
Do Not Make or Accept Improper Payments or Gifts
Improper payments include anything of more than nominal value given to any person to obtain preferential treatment for PCX employees or our customers. Do not solicit or accept gifts or favors and do not give gifts or favors of more than nominal value to persons who deal or seek to deal with PCX.
Respect PCX and Each Other
Respect for PCX means not only avoiding misuse of company funds and property, it includes identifying misuse and waste by others, creating and maintaining accurate books and records, complying with our records retention policy. Respect for others means respecting their property, their dignity, self-esteem and their contributions to the overall success of PCX and its external providers.
Act with the Highest Standard of Ethics and Integrity
PCX requires that each person conducts business with the highest standards of ethics and integrity. We expect our team, including external providers, to assure product or service conformity, product safety, and behave in an ethical manner. Even where conduct is legal, or not legally restricted, always be confident that the actions taken are honest and ethical.
Implementation
Adherence to this Code is the obligation of all PCX external providers. If you become aware of a situation that you believe may be in conflict with the Code, you should contact your manager or your Human Resources representative immediately, or alternatively, you may make a confidential and anonymous report to the PCX Compliance Department. Confidential and anonymous compliance reports can be made by mailing a report to:
PCX Compliance Department, Human Resources
300 Fenn Road, Newington, CT 06111
Revision: 6
1. DEFINITIONS
A. “Affiliate” means, with respect to any entity, any other entity that controls, is controlled by, or is under common control with such entity.
B. “Authorized Purchasing Representative” means the individual whose name appears on the face of the Order, or who is otherwise designated in writing by Buyer as its authorized purchasing representative.
C. “Buyer” means PCX Aerostructures LLC including its Affiliates or divisions.
D. “Buyer’s Supplier Website” means Buyer’s non-secure, non-password protected website that contains supplier non-specific information, located at www.pcxaero.com.
E. “Contract” means an agreement between the Parties under which the Buyer may purchase Products and/or Services from the Seller by releasing Purchase Orders against it.
F. “FAR/DFARS Flow-Down Addendum” means Buyer’s FAR/DFARS Flow-Down Addendum, as posted on Buyer’s Supplier Website.
G. “Order” means the instrument of contracting as modified by written changes issued by Buyer’s Authorized Purchasing Representative, and all referenced documents.
H. “Parties” means Buyer and Seller collectively.
I. “Products” means those goods, supplies, reports, computer software, data, materials, articles, items, parts, components or assemblies described in the Order.
J. “Program Addendum” means certain terms and conditions applicable to the Order which are required by or in connection with a specific customer program designated in the order. Each Program Addendum is posted on Buyer’s Supplier Website.
K. “Proprietary Information” means all information (including, but not limited to, oral, written, printed, and/or stored information used, prepared by, compiled by or in the possession of the disclosing party or its representatives) disclosed, provided, or made available by a party to the other party or otherwise received by the other party in contemplation of or in connection with the Order, and in whatever form or medium disclosed, provided, made available or received, that (1) is considered proprietary or confidential by the disclosing party; or (2) is information received from others that the disclosing party is obligated to treat as confidential. Proprietary Information includes any information about the Order.
L. “Seller” means the party to whom Buyer is issuing the Order.
M. “Supplier Quality Codes” means the Quality Assurance Requirements applicable to the specific Order, as posted on Buyer’s Supplier Website.
N. “Terms and Conditions” means these Standard Purchase Order Terms and Conditions, as posted on Buyer’s Supplier Website.
2. SELLER’S OBLIGATIONS
A. Seller shall comply with the terms of the Order, which terms include, but are not limited to:
(1) these Terms and Conditions, as follows:
(a) if the Order is issued in support of a commercial procurement, then clauses 1 through 24 of these Terms and Conditions shall apply to the Order; or
(b) if the Order is issued in support of a government procurement, then clauses 1 through 25 of these Terms and Conditions shall apply to the Order.
(2) requirements stated or expressly incorporated therein by reference on the face of the Order;
(3) the Program Addendum (if any) applicable to each customer program designated in the Order;
(4) descriptions, drawings, planning, and specifications, including but not limited to those listed in and transmitted by Buyer’s Order;
(5) quality requirements, including but not limited to those set forth in Buyer’s Quality Manual, as modified from time to time;
The documents described in subparagraph (3) through (5) above are hereby incorporated by reference into these Terms and Conditions.
B. The terms of the Order are limited to the terms identified above. No additional or different terms shall be binding on Buyer or Seller unless expressly agreed to in writing by the Parties.
3. BUYER AUTHORIZATION
A. Buyer’s Authorized Purchasing Representative has sole authority to make contractual commitments on behalf of Buyer, to provide contractual direction, and to change contractual requirements as defined in the Order.
B. Buyer’s representatives other than Buyer’s Authorized Purchasing Representative may release to Seller information applicable to the Order.
4. CUSTOMER CONTACT
Seller shall not make any contact with or respond to any inquiry from actual or potential customers of Buyer or Buyer’s customers on the subject of the Order, without prior written consent of Buyer. Seller shall promptly notify Buyer of any such inquiry.
5. ORDER OF PRECEDENCE
In the event of any inconsistency between the terms of the Order or between the terms of the Order and the terms of any other document regarding the subject matter of the Order, the inconsistency shall be resolved by giving precedence in the following order:
(a) Terms expressly stated on the face of the Order (excluding documents incorporated by reference);
(b) Program Addenda incorporated by reference or referenced in these Terms and Conditions and the Order;
(c) These Terms and Conditions (excluding documents incorporated by reference or referenced herein);
(d) FAR/DFARS Flow-Down Addendum (if applicable);
(e) Any other documents incorporated by reference or referenced in these Terms and Conditions or the Order.
6. ADEQUATE ASSURANCE OF PERFORMANCE
A. If at any time Buyer has reasonable grounds for insecurity whether Seller’s performance will be full, timely, and continuing in accordance with the terms of the Order, Buyer may request, by written notice to Seller, adequate assurances in writing that Seller is able or willing to perform all of its respective obligations under the Order.
B. Seller shall provide with its assurance of performance any information, reports, or other materials prepared by Seller as Buyer may reasonably request. Upon Buyer’s request and as soon as practicable, Seller shall make available employees, including members of Seller’s senior management, to meet with Buyer to discuss those assurances of performance.
C. If Seller does not provide adequate written assurances within thirty (30) calendar days after Buyer’s written notice and request, Buyer may, at its option, treat the Order as breached by Seller.
7. INSPECTION AND ACCEPTANCE
A. Representatives of Buyer and Buyer’s customers shall have the right to inspect all premises where the Order is being performed and the right to inspect all Products and Services, if any such inspection is required to be made on the premises of Seller or any tier of Seller’s suppliers or subcontractors.
B. Unless otherwise specified in the Order, Buyer’s final inspection and acceptance shall be at destination. Notwithstanding any prior payment or inspection, Products and Services shall be subject of final inspection and acceptance by Buyer and, subject to any contrary notice from Buyer, acceptance shall be deemed to have taken place thirty (30) calendar days after receipt by Buyer of such Products or Services, unless otherwise specified in the Order.
C. Neither inspection and acceptance of any Products or Services by Buyer, nor failure by Buyer to inspect and accept or reject Products or Services, shall be deemed to alter or affect the obligations of Seller under the Order or the rights of Buyer and its customers under the Non-Conforming Products or Services clause, the Warranty clause, or other provision of the Order or as may be provided by law or equity.
D. Seller shall make its records of all inspection work available to Buyer and Buyer’s customers during the performance of the Order and for such longer period as may be specified in the Order or required by law or equity.
8. CHANGES
A. Buyer’s Authorized Purchasing Representative may at any time, by written notice to Seller, and without notice to sureties or assignees, if any, make changes within the general scope of the Order in (1) drawings, designs, specifications, planning, and/or other technical documents; (2) method of shipment, packaging; (3) place of delivery; (4) quantity of Product; (5) delivery schedule(s); (6) place of inspection; and (7) place of acceptance. Seller shall comply with such change(s) upon establishment of a mutually agreed to equitable Contract adjustment, if applicable.
B. Any claim shall be unconditionally waived unless asserted in writing and delivered to Buyer within fifteen (15) calendar days after the date of the Buyer’s written change notice. Failure to agree to any adjustment shall constitute a dispute within the meaning of the Disputes and Governing Law clause hereof.
9. INVOICING AND PAYMENT
A. The following subparagraphs shall apply to all orders:
(1) The prices set forth in the Order are stated in U.S. Dollars and are not subject to exchange rate adjustments. Buyer’s payment to Seller shall be made by Buyer in U.S. Dollars.
(2) Seller’s prices include all applicable federal, state and local taxes.
(3) All invoices shall be sent to Buyer at the following address:
ATTN: Accounts Payable
300 Fenn Road
Newington, CT 06111
AP@pcxaero.com
B. To the extent the Order is an order for Products, the following subparagraphs shall apply in addition to those set forth in paragraph A of this Invoicing and Payment clause:
(1) Buyer shall pay Seller the price set forth in the Order for the Products and/or Services received. Payment due dates , including discount periods, will be calculated from the date of receipt of Products and/or Services, the date of receipt of a correct invoice, whichever is later, under terms set forth in the Order. Payment shall not constitute acceptance of Products. Unless otherwise notified in writing, Buyer shall remit payment to Seller’s address indicated on the Order.
(2) Seller shall submit a separate invoice per Order and shall include the following information taken from the Order: Order number, item number, part number, quantity, unit price, extended item price, and any discount payment terms. Seller’s invoice shall also include: Seller’s phone number and address, invoice number, invoice date, ship date, and shipper number or packing slip number. No invoice shall be issued prior to shipment of Products.
10. DELIVERY SCHEDULES
A. The contractually required delivery dates are as set forth in the Order. Such delivery dates are the dates on which the Products and/or Services must be received at the location(s) designated by Buyer regardless of the agreed upon shipping terms.
B. Notwithstanding any provisions herein to the contrary, including, but not limited to, the Termination for Convenience clause and the Changes clause, in no event shall Buyer be liable for any costs or expenses incurred in connection with or as a result of: (1) procurement of materials in advance of Seller’s quoted lead time for the Order; and/or (2) commencement of production in advance of Seller’s quoted lead time for the product.
11. PROPRIETARY INFORMATION
A. Each party agrees that it shall maintain in confidence and secrecy, and not disclose to any third party or use, directly or indirectly, except as set forth in an Order, all Proprietary Information (including of a competitive sensitive nature) received from or made available by the other party, or received orally or visually. Each party shall protect the other party’s Proprietary Information from unauthorized disclosure and use with at least the same degree of care it normally exercises to protect its own Proprietary Information to prevent undesired dissemination and use thereof, and in no case shall the degree of care be less than reasonable care.
12. SUBCONTRACTING
Seller shall not subcontract the whole or any aspect of any Products or Services ordered hereunder, without the prior written approval of Buyer (which approval shall not be unreasonably withheld). Any such approval shall not relieve Seller of responsibility for the performance of its suppliers or subcontractors and all prime customer requirements must be flowed down to subcontractors when available.
13. TERMINATION FOR CONVENIENCE
A. Buyer may terminate performance of work under the Order in whole or, from time to time, in part if Buyer determines that a termination is in its interest. Buyer shall terminate by delivering to Seller a Notice of Termination specifying the extent of termination and the effective date.
B. After receipt of a Notice of Termination, and except as directed by Buyer, Seller shall immediately proceed with the following obligations and any other actions directed or authorized by Buyer’s Authorized Purchasing Representative, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause.
(1) Stop work as specified in the notice.
(2) Place no further subcontracts or purchase orders for materials, services, or facilities, except as necessary to complete the continued portion of the Order.
(3) Complete performance of the work not terminated.
(4) Seller shall submit complete termination claim no later than thirty (30) calendar days after the effective date of termination, unless extended in writing by the Buyer upon written request of Seller during this thirty (30) calendar day period.
(5) In the event of a termination under this Termination for Convenience clause, Buyer shall be required to pay (to the extent not already paid) the Order price for completed items delivered and accepted, and Buyer and Seller shall agree on the amount of payment for any work in process and other long-lead material authorized by Buyer to be acquired or produced for the work terminated. Notwithstanding the foregoing, Buyer shall not in any event be required to pay any amounts in excess of the Order total price and no amount will be allowed for profit on the terminated portion of the Order.
14. TERMINATION FOR DEFAULT
Seller:
(1) Fails to deliver the Products or to perform the Services within the time specified in the Order or any extension granted in writing by Buyer;
(2) Fails to make progress so as to endanger performance of the Order or to perform any of the other provisions of the Order and does not cure such failure within a period of thirty (30) calendar days after receipt of the notice from Buyer specifying Seller’s failure to perform;
(3) Fails to provide adequate assurance of performance in accordance with the Adequate Assurance of Performance clause herein; or
(4) Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or for reorganization, or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business.
B. If Buyer terminates the Order in whole or in part, Buyer shall not be required after such notice to accept the tender by Seller of any Products or Services hereunder with respect to which Buyer has elected to terminate the Order.
C. The rights and remedies of Buyer in this Termination for Default clause are in addition to any other rights and remedies provided by law or equity or under the Order.
15. NON-CONFORMING PRODUCTS OR SERVICES
A. To the extent the Order is an order for Products or Services, the following subparagraph shall apply:
Seller shall deliver Products or Services that conform to the terms of the Order as stated in the Seller’s Obligation clause. If Seller fails to deliver such Products, or delivers defective or non-conforming Products, Buyer may:
(1) Return all or any part of a delivery of defective or non-conforming Products at Seller’s cost, and debit Seller’s account, demand a refund not exceeding the value of the part and/or require delivery of conforming Products;
(2) Retain all or any part of the defective or non-conforming Products at an equitable price reduction.
16. WARRANTY
A. To the extent the Order is an Order for Products, the following subparagraphs shall apply:
(1) Seller warrants to Buyer and Buyer’s customers that all products delivered under the Order will: (i) be free from defects in materials, workmanship, and manufacturing processes; (ii) be suitable for the purposes intended whether expressed or reasonably implied; (iii) conform to all terms of the Order; (iv) be free of all liens and encumbrances. The warranties set forth above shall remain in effect for forty-eight (48) months after delivery to Buyer.
(2) Buyer’s rights under this Warranty clause shall, at Buyer’s option, be assignable to and enforceable by Buyer’s customers and their customers.
(3) The rights and remedies of Buyer set forth in this Warranty clause shall be in addition to any other rights or remedies Buyer may have under the Order, or in law or equity.
17. DISPUTES AND GOVERNING LAW
A. Any dispute arising under or relating to the Order shall be reduced to writing and submitted to the other party.
B. For any dispute that cannot be resolved to both Parties’ mutual satisfaction within sixty (60) calendar days after the initial submission of the dispute, or such additional time as the Parties agree upon in writing, either party may bring suit in federal or state court within the state of Connecticut.
C. Pending final resolution of any dispute, Seller shall proceed diligently with performance of the order.
D. Irrespective of the place of performance of the Order, the Order will be construed and interpreted according to the law of the state the purchase order was issued from, accepting that state’s laws on conflicts of law.
18. INDEMNITY
In addition to any other indemnification provisions of the Order, Seller shall indemnify, defend, and hold harmless Buyer, its officers, directors, employees, agents and customers from any and all claims, demands, causes of action, liabilities, losses, damages, costs, and expenses, including attorneys’ fees, for actual or alleged (1) injury to any person, (2) damage to any property, or (3) violation of any law, ordinance, or regulation, including any penalties or fines, arising from or related to Seller’s performance of the Order.
19. EXPORT AND IMPORT COMPLIANCE
Seller shall comply with the laws and regulations of the United States relating to exports, imports, and foreign transactions, including, but not limited to, the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), the Arms Export Control Act, the International Emergency Economic Powers Act (IEEPA), Title 19 (Customs Duties) of the Code of Federal Regulations, and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control.
20. ASSIGNMENT
Seller shall not assign (by operation of law, merger or otherwise) the Order or any of its rights or obligations under the Order without Buyer’s prior written consent, and any assignment by Seller without Buyer’s prior written consent will be null and void.
21. INDEPENDENT CONTRACTOR STATUS
The relationship of Seller to Buyer shall be that of an independent contractor, and nothing herein contained shall be construed as creating any employer/employee, agency, partnership, or other relationship of any kind.
22. PARTIAL INVALIDITY
If any provision in the Order is or becomes void or unenforceable by force or operation of law, all other provisions shall remain valid and enforceable.
23. NON-WAIVER
A party’s failure at any time to enforce any provision of any Order shall not constitute a waiver of such provision or prejudice a party’s right to enforce such provision at any subsequent time.
24. CONTROL OF RECORDS
The supplier shall maintain product/process records for the purpose of recall for a period of fifty (50) years, unless otherwise stated in a prime contract requirement. Parts is designated as a SCP (Special Control Part) part for Embraer. All SCP parts for Embraer require that product/process records be maintained for a period of fifty (50) years.
25. INCORPORATION OF FAR AND DFARS CLAUSES
Seller shall comply with the terms set forth in Buyer’s FAR/DFARS Flow-Down Addendum which is hereby incorporated herein by reference into these Terms and Conditions, as posted on Buyer’s Supplier Website.
26. Foreign Object Elimination (FOE) Detection/Debris (FOD)
Supplier to maintain Foreign Object Elimination (FOE) Detection/Debris (FOD) Program (reference NAS 412) adequate for the process, product or service being performed under the requirements of this PO.