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Manchester

Quality — Manchester, CT

TERMS AND CONDITIONS OF PURCHASE

1. Agreement/Acceptance
1.1 As used in these Terms and Conditions of Purchase, (a) “Agreement” means the collective terms and conditions described in Section 1.2, (b) “PCX” means PCX Aerosystems — Manchester, LLC. making the purchase as identified on the purchase order or separate written agreement, (c) “Seller” means the seller of the Products or Services, (d) “Products” means the products that are the subject of the purchase by PCX, and (e) “Services” means the services that are the subject of the purchase by PCX.
1.2 The terms and conditions that apply to and govern the purchase of Products and Services by PCX from Seller are exclusively limited to (a) the terms and conditions contained in PCX’s purchase order and any subsequent releases and/or a separate written agreement signed by an authorized representative of PCX, together with any documents incorporated in any of the foregoing, such as a statement of work, and (b) these Terms and Conditions of Purchase, whether or not they are specifically referenced in or incorporated by the forms exchanged by PCX and Seller or in the separate written agreement entered into between PCX and Seller. Any conflict between these Terms and Conditions of Purchase and the documents specified in (a) will be resolved in favor of the documents specified in (a).
1.3 PCX objects to terms and conditions that are additional to or different from those contained in the Agreement, and no additional or different term will be part of the Agreement unless expressly made so in a writing signed by an authorized representative of PCX. The preceding sentence excludes from the Agreement, among other things, any additional or different terms and conditions of Seller appearing on or referenced in Seller’s quotation, acknowledgement, invoice or other similar document, Seller’s terms and conditions of sale and Seller’s web site or customer e-commerce site.
1.4 Seller will be deemed to have accepted the Agreement if Seller (a) acknowledges PCX’s purchase order, assents to the Agreement in writing or clicks an “accept” or similar button on an electronic site, (b) commences work on, delivers or performs any of the Products or Services, (c) accepts any portion of the payment for the Products or Services, or (d) takes any other action evidencing Seller’s acceptance of the benefits of any part of the Agreement.
1.5 If the Agreement relates to a prime contract with or a subcontract for the U.S. government, Seller shall comply with the flow down clauses and other provisions set forth in the Government Contracts Supplement (available upon request) any other provision in the prime contract, or subcontract that is required to be flowed down to Seller, each of which forms part of the Agreement.
1.6 No modification of the Agreement or waiver of any of its terms will be binding on PCX unless clearly expressed in writing that both (a) states that it is a modification or waiver of the Agreement, and (b) is signed by an authorized representative of PCX. Any purported modification or waiver by oral agreement, course of performance or usage of trade is invalid and ineffective.
2. Delivery
2.1 Delivery terms are as stated in the Agreement, or, if none are so stated, Delivered Duty Paid (DDP) to the PCX facility. Delivery terms are governed by Incoterms 2020.
2.2 Seller shall deliver all Products and Services on the dates specified by PCX and meet all of PCX’s required service levels. Time is of the essence for purposes of Seller’s delivery of Products and Services to PCX. PCX may reject any Products or Services not delivered on time (whether early or late) and return such Products and Services at Seller’s risk and expense. Seller may not withhold delivery for any reason without the prior written consent of PCX.
2.3 Seller shall deliver all Products and Services in the quantities specified by PCX in a purchase order. Forecast quantities are estimates for reference only and do not constitute binding commitments by PCX to purchase. Quantities delivered more than ordered quantities may be returned at Seller’s risk and expense.
2.4 Risk of loss and damage to the Products remains with Seller until the Products have been delivered to PCX in accordance with the delivery terms. Notwithstanding the preceding sentence, if the Products are received by PCX on consignment, (a) risk of loss and damage to the Products, and responsibility for insuring the Products against loss and damage, remains with Seller until the time at which PCX either resells the Products or uses the Products in production (referred to as the “end of the consignment period”), (b) title to the Products remains with Seller, and PCX has an absolute right to return the Products, up to the end of the consignment period, and (c) title to the Products passes to PCX at the end of the consignment period.
2.5 If Seller has reason to believe that a delivery of Products or the performance of Services may not be made within the time required by the Agreement or if an actual delay has occurred, whether due to a Force Majeure Event or for any other reason, Seller shall promptly (but in any event no later than two (2) working days after the commencement of the cause) send written notice to PCX, stating the cause and expected duration of the delay.

During the period of any delay, Seller shall at its sole cost and expense take all steps as are necessary or desirable to mitigate the effects of the delay on PCX and minimize disruption of supply to PCX, including treating PCX no less favorably than any of its other customers if Seller is required to allocate goods or resources among its customers. If there is an anticipated or actual delay or a threat by Seller to suspend delivery, whether due to a Force Majeure Event or for any other reason, PCX may, in addition to all other remedies available to it, take one or a combination of the following actions: (a) direct Seller to ship Products using an expedited method of transportation such as express air freight, (b) acquire substitute Products or Services from other sources, and (c) cancel or reduce the quantities under the Agreement. PCX will have no liability to Seller with respect to the cancelled or reduced quantities. Seller shall be responsible for any additional costs and expenses incurred by PCX in connection with the exercise of such remedies, including costs of expedited shipment and incidental costs of cover, unless Seller’s delay is caused directly by a Force Majeure Event, in which case the parties shall negotiate in good faith the allocation of such costs and expenses between them, if Seller is otherwise in compliance with its obligations under this Section 2.5.
2.6 In this Agreement, a “Force Majeure Event”, as relates to a party, means a cause or event beyond such party’s reasonable control and without fault or negligence of such party, including an act of God, action of governmental authorities, fire, flood, earthquake, windstorm, explosion, riot, natural disaster, disease, epidemic, and war. For the avoidance of doubt, “Force Majeure Event” does not include labor problems (such as lockouts, strikes and slowdowns) or failure of or inability to obtain material, utilities, labor, equipment, or transportation.
3. Packaging and Shipping
3.1 Seller shall properly pack, mark, ship and route the Products in accordance with the requirements of PCX and the carriers and in accordance with all applicable laws and regulations, or if there are no stated requirements, in accordance with best commercial practices designed to prevent loss or damage due to weather, transportation and other causes.
3.2 With each shipment, Seller shall include packing slips identifying PCX’s complete purchase order number, shipment date, an itemized list of contents using the classification identification of the Products required by PCX or the carrier, and such other items as PCX may require. The markings on each package and shipping document must be such that PCX can easily identify the Products. PCX’s count or weight will be final and conclusive for any shipment. Seller is responsible for all demurrage charges and other expenses incurred because of Seller’s failure to promptly send PCX the notice of shipment on the shipping date.
4. Prices and Payment
4.1 Prices for the Products and Services are as set forth in the Agreement. The price as so determined is the sole amount payable by PCX to Seller or any third party for the purchase of the Products or Services, and Seller shall be solely responsible for, among other things, (a) costs of raw materials, supplies, or manufacture, (b) duties or similar charges, (c) insurance premiums, (d) salaries or benefits of employees, or (e) handling, packaging, shipping, or storage costs. No increases or surcharges to pricing will be effective without PCX’s prior written consent.
4.2 The price includes all applicable federal, state, provincial and local taxes other than sales or value added taxes. Seller shall issue invoices for any sales or value added taxes that Seller is required by law to collect from PCX, in a form sufficient to permit PCX to make appropriate deductions for income tax purposes. Seller shall provide PCX with all information and documentation required under local law to enable PCX to recover any sales, value added or similar turnover taxes.
4.3 Seller may not send invoices earlier than the date of receipt at PCX’s facility of Products or completion of Services or, in the case of consignment, the end of the consignment period as defined in Section 2.4. All invoices must include PCX’s complete purchase order number and have all necessary or required bills of lading and other shipping receipts and documents attached.
4.4 Payment terms in respect of undisputed invoices are as stated in the Agreement, or, if none are so stated, Net 75 days. Any payment or discount period will be calculated from the date of receipt by PCX of an accurate and properly prepared invoice (including all required supporting documents).
4.5 In addition to any right of setoff or recoupment provided by law or equity, all amounts due to Seller shall be considered net of indebtedness of Seller and its affiliates to PCX and PCX shall have the right to set off against or to recoup from any amounts due to Seller and its affiliates from PCX.
5. Changes
5.1 PCX may require Seller to implement changes to the specifications, design, quantities and delivery schedules of the Products, the description, specifications, amount and scheduling of the Services, and other requirements under the Agreement. Seller shall promptly implement such changes.

5.2 Seller shall make its claim, if any, for equitable adjustment of the price or delivery schedules resulting from such changes in writing to PCX within 5 business days after receiving PCX’s instructions to implement the changes, failing which Seller will be deemed to have waived, and PCX will have no liability for, any such claims. PCX will equitably determine any adjustment in price or delivery schedules resulting from such changes. To assist in PCX’s determination of any equitable adjustment in price or delivery schedules, Seller shall, upon PCX’s request, promptly provide additional information to PCX, including documentation of changes in Seller’s cost of production and the time to implement such changes. PCX and Seller will work to resolve any disagreement over the adjustment, but throughout the resolution process and thereafter, Seller shall continue performing under the Agreement, including the manufacture and delivery of Products, the performance of Services and the prompt implementation of the required changes.
6. Property of PCX
6.1 “PCX Property” includes any tooling, gauging, equipment, patterns, PCX Material or other property that PCX directly or indirectly furnishes to or purchases from Seller, or for which PCX directly or indirectly gives reimbursement to Seller. “PCX Material” means any raw materials, components, supplies, or other materials provided by PCX to be used by Seller in manufacturing the Products or performing the Services, and includes any scrap generated from operations on such materials (but excludes material which is the subject of an actual invoiced sale from PCX to Seller and for which Seller has actually paid).
6.2 PCX Property is and will remain the property of PCX and will be held by Seller on a bailment basis. Seller waives any lien or other rights that Seller might otherwise have with respect to any item of PCX Property, for work performed on or utilizing such property or otherwise.
6.3 While PCX Property is in Seller’s possession or control (including while in the possession of Seller’s agents and subcontractors), Seller bears the risk of loss, theft, damage, and destruction to PCX Property and will be responsible for the cost of repairing or replacing any PCX Property that is lost, stolen, damaged or destroyed. Seller shall maintain insurance sufficient to cover such risks. Without limiting the generality of the foregoing, Seller shall replace, by purchasing from PCX at PCX’s then current prices, any PCX Material lost or damaged through spoilage, breakage, defective workmanship of Seller, or any other reason.
6.4 Seller shall use the PCX Property only for the purpose of fulfilling its obligations under the Agreement, and in compliance with PCX’s and the manufacturer’s instructions. Seller shall not sell or offer to sell to any third party any products made with PCX Property, except with PCX’s prior written consent.
6.5 Seller shall regularly inspect the PCX Property and maintain it in good condition, working order and repair, at no additional cost to PCX, and conspicuously mark the PCX Property as being the property of PCX. Seller shall not (a) commingle the PCX Property with the property of Seller or of any third person, (b) move the PCX Property from Seller’s facility to which the property was originally delivered, or provide or furnish the PCX Property to any third party, (c) sell, lend, rent, encumber, pledge, lease, transfer or otherwise dispose of the PCX’s Property, (d) assert or allow any person claiming an interest through Seller to assert any lien (including a mechanics’ or suppliers’ lien) or claim of ownership in the PCX Property, or (e) regard the PCX Property or allow the PCX Property to be regarded as real property or fixtures.
6.6 PCX may make public filings (including UCC-1 filings) to provide notice of PCX’s ownership of the PCX Property, and Seller shall cooperate with PCX in connection with such filings.
6.7 PCX makes no express or implied warranty or representation as to the fitness (generally or for any particular purpose), condition, merchantability, design, or operation of any item of PCX Property. PCX will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by the PCX Property or use of the PCX Property.
6.8 Upon PCX’s request, Seller shall promptly release or deliver the PCX Property to PCX at no charge to PCX, failing which; PCX may enter Seller’s premises upon reasonable notice and take possession of the PCX Property.
7. Quality
7.1 Seller shall promote continuous quality improvement and shall comply with PCX’s required quality control standards for the manufacturing, packaging, and shipping processes for the Products and the provision of the Services, including the procedures contained in PCX’s Supplier Requirements Manual (as amended from time to time), and Seller shall periodically check the Supplier Requirements Manual for changes. The Supplier Requirements Manual forms part of the Agreement and is available upon receipt.

7.2 In performing its obligations hereunder, Seller may not, without PCX’s written consent, (a) change the method or place of manufacture of any Products or the provision of any Services, (b) substitute material from any other source for PCX Material or alter the physical or chemical properties of PCX Material, except in accordance with applicable PCX specifications, or (c) otherwise change the materials, processes or sub-suppliers used in the manufacture of any Products or the provision of any Services. Any requested change must follow a process to determine acceptability and must be submitted to PCX in writing and shall be implemented unless written PCX approval is received.
7.3 Seller shall not subcontract its obligations under the Agreement. Any attempted subcontract will be void unless PCX has given its prior written consent to such subcontract. In any event, Seller shall remain liable for in respect of all subcontracted obligations.
7.4 While performing any Services at PCX’s facility, Seller shall comply with PCX’s rules and policies, including any environmental, health and safety rules and policies.
8. Right to Inspect and Audit
8.1 Seller will permit PCX and its representatives, consultants, and customers to enter Seller’s facilities at reasonable times to inspect the facilities, the PCX Property and Seller’s records with respect thereto, and to inspect and test any goods, inventories, work- in-process, materials, machinery, equipment, tooling, fixtures, gauges and other items and processes related to Seller’s performance of the Agreement. Seller shall cooperate in any such inspection. No such inspection will constitute acceptance by PCX of any work-in- process or finished goods.
8.2 Seller will permit PCX and its representatives and consultants to enter Seller’s facilities at reasonable times to audit and review all relevant books, records, financial statements, relevant time and material data, receipts and other related data, policies, and procedures, to (a) assess Seller’s ongoing ability to perform its obligations under the Agreement, and (b) substantiate any charges and other matters under the Agreement. Seller shall maintain and preserve all such documents for a period of 3 years following final payment under the Agreement and shall cooperate in any such audit or review.
8.3 Such inspections, audits and reviews will be conducted at PCX’s expense, unless PCX discovers material non- compliance by Seller, in which case Seller shall, in addition to fully correcting the non-compliance, reimburse PCX for the costs and expenses incurred in connection with that review and the next.
9. Non-conforming Products and Services
9.1 PCX may, but is not required to, inspect the Products upon arrival, and the Services upon completion.
9.2 If PCX reasonably suspects non-conformance from its inspection of Products prior to acceptance, and if the Products are needed by PCX for urgent production, Seller shall promptly dispatch a rapid inspection team to the location where the Products are stored to inspect the Products to verify the non-conformance or procure the services of a third party inspection service to perform such inspection to verify the non-conformance, with the cost of such service to be borne by Seller.
9.3 If PCX rejects, on any reasonable basis, any Products or Services as non-conforming, PCX may take one or a combination of the following actions: (a) reduce the quantity of Product and Services ordered under the Agreement by the quantity of non- conforming Products and Services, and have Seller promptly issue a refund or credit to PCX for the purchase price associated with the reduced quantity (or, if Seller does not do so, to debit Seller for the same amount), (b) require Seller to repair, replace or re-perform the non-conforming Products and Services, and (c) accept the non- conforming Products or Services and have Seller promptly reduce the purchase price by or issue a credit or refund in an amount PCX reasonably determines to be the amount by which the value of the non- conforming Products or Services has been diminished (or, if Seller does not do so, to debit Seller for the same amount). Seller shall promptly pay or reimburse PCX for all costs incurred to inspect, sort, test, rework, replace, return, store or dispose of non-conforming Products, or otherwise associated with the discovery of non-conformance (whether initiated by PCX via issuance of a Supplier Corrective Action (SCAR).
9.4 PCX will hold non-conforming Products for 48 hours (or a shorter period if reasonable under the circumstances) from PCX’s notice of rejection. If Seller does not inform PCX in writing of the way Seller desires that PCX dispose of the non-conforming Products within that time, PCX may dispose of the non-conforming Products in any manner it sees fit without liability to Seller, including arranging for shipment of the non-conforming Products back to Seller at Seller’s expense. Seller shall bear all risk of loss and damage to non-conforming Products.
9.5 None of the following will constitute acceptance by PCX of non-conforming Products or Services, limit or impair PCX’s right to exercise any of its rights and remedies under the Agreement or applicable law, or relieve Seller of its obligations (including warranty obligations) under the Agreement: (a) PCX’s inspection of or failure to inspect the Products or Services, (b) PCX’s failure to reject non-conforming Products or Services following receipt, and (c) PCX’s payment for or use of the Products or Services.
10. Warranties
10.1 Seller represents and warrants that the Products and their components will (a) conform to the most updated version of drawings provided by or approved by PCX’s, (b) meet and perform in accordance with PCX specifications and requirements, (c) be of new manufacture and of the highest quality, (d) be free from defects in design, workmanship, and material, (e) be of merchantable quality and fit for their intended purposes, and (f) comply with all applicable laws, regulations, and standards.
10.2 Seller represents and warrants that the Services will (a) conform to PCX’s specifications and requirements, (b) be of the highest quality, and (c) be performed to the highest professional and workmanlike standards and in compliance with all applicable laws, rules, regulations, and standards.
10.3 In respect of software that is incorporated in or forms a part of the Products or Services, Seller represents and warrants that such software will not contain any software intentionally designed to impair, disrupt, disable, harm, or impede operation.
10.4 Upon a breach of any warranty in the Agreement, Seller shall promptly, at its sole cost and expense, (a) repair or remedy the defect or other failure, replace the affected Products, re-perform the affected Services or, at PCX’s option, provide a refund to PCX for any affected Products and Services, and (b) reimburse and otherwise compensate PCX for all of its direct, indirect, special, incidental, punitive and consequential damages, including recall costs, line shut-down costs and lost or anticipated profits and revenues.
10.5 Seller’s representations and warranties and all associated remedies will benefit and be enforceable by PCX’s successors, assigns and customers and by the users of the Products or Services.
11. Intellectual Property
11.1 Seller represents and warrants that the Products and Services, and the manufacture, sale, use and provision of the Products and Services do not and will not infringe any trade secrets, patents, trademarks, copyright, design, other intellectual property right or any other right of any third party. Seller further represents and warrants that it has not received any notice from a third party that any of the Products or Services or their manufacture, sale, use or provision anywhere in the world violates or infringes or would violate or infringe the trade secrets or intellectual property or other rights of another. Seller is responsible for the payment of any fees, royalties, and other charges necessary to maintain the rights required to fulfill these warranties.
11.2 If a third party enjoins or interferes with PCX’s use of any Products or Services, then in addition to Seller’s other obligations, Seller shall (a) obtain any licenses necessary to permit PCX to continue to use or receive the Products or Services, or (b) replace or modify the Products or Services as necessary to permit PCX to continue to use or receive the Products or Services.
11.3 Nothing in the Agreement is intended or may be construed as a grant or assignment of any license or other right to Seller of any of PCX’s trade secrets or intellectual property or other rights.
11.4 All deliverables and works of authorship created while performing the Agreement constitute works made for hire and will be the sole and exclusive property of PCX. To the extent that such works do not qualify under applicable law as works made for hire, Seller hereby assigns and agrees to assign to PCX all of its right and title to, and interest in, any such deliverables and intellectual property rights in such works of authorship. If such assignment is not possible under any applicable law, Seller hereby grants PCX a worldwide, irrevocable, perpetual, royalty-free, transferable, sub-licensable license with respect to such deliverables or works of authorship. Seller further grants PCX a worldwide, irrevocable, perpetual, royalty-free, transferable, sub-licensable license with respect to any intellectual property rights in the deliverables which arose outside the scope of the Agreement but are necessary for PCX to exercise its rights in the deliverables as reasonably contemplated by the Agreement.
11.5 All improvements and developments related to the Products or Services arising out of the efforts of PCX or both PCX and Seller under or in connection with the performance of the Agreement will be owned exclusively by PCX, and Seller shall reasonably cooperate with PCX in confirming that result.
12. Indemnification
12.1 Seller shall indemnify, defend and hold harmless PCX and its affiliates and their respective directors, officers, employees, agents, representatives and customers against all claims, judgments, decrees, liability, damages, losses, costs and expenses (including actual attorneys’ and consultants’ fees) that arise out of or relate to (a) any act or omission of Seller or its employees, subcontractors, agents or representatives, (b) the performance of any service or work by Seller or its employees, subcontractors, agents or representatives, or through their presence on PCX’s or PCX’s customers’ premises, (c) the use of the property of PCX or PCX’s customer, (d) any breach by Seller of its representations, warranties or obligations under this Agreement, (e) any alleged or actual infringement of the trade secrets or intellectual property or other rights of third parties, (f) Seller-furnished equipment, materials, Products or Services, or

(g) any product information, operating instructions, safety information or other information or materials relating to the Products which were created by Seller or provided by Seller to PCX or to purchasers or users of the Products. This Section applies to, among other things, claims for injury to or death of persons (including employees of Seller, PCX or third parties) or damage to any property (including property of Seller, PCX or third parties), and regardless of whether claims arise under tort, negligence, contract, warranty, strict liability, or any other legal theory.
12.2 Seller intends that its indemnification obligations for claims related to or brought by anyone directly or indirectly employed by Seller or its subcontractors will not be limited by any provision of any workers’ compensation act, disability benefits act or other employee benefit act, and Seller hereby waives immunity under such acts to the extent they would bar recovery under or full enforcement of Seller’s indemnification obligations.
13. Insurance
13.1 Seller shall carry the following insurance at its own cost, with no less than the limits indicated (unless otherwise specified by PCX in writing), to cover all of Seller operations: (a) workers compensation insurance for all its employees and sub-contracted employees to the full extent required by law; (b) primary comprehensive general liability insurance including products and completed operations coverage to a combined single limit of US$1,000,000.00 for bodily injury and property damage claims arising out of any one occurrence; (c) primary commercial automobile liability insurance to a combined single limit of US$1,000,000.00 for bodily injury and property damage claims arising out of any one accident; (d) umbrella or excess liability insurance to a combined single limit of at least US$2,000,000.00 in the aggregate in excess of the primary comprehensive general liability and primary commercial automobile liability insurance coverage indicated above; (e) for providers of consulting and engineering services – errors and omissions insurance to a combined single limit of US$1,000,000.00; and (f) any other insurance required by law, reasonably requested by PCX or customary for a supplier in Seller’s position. The insurance coverage required by this Section must be with insurance carriers with an A.M. Best rating of A or better. The policies must name PCX as an additional named insured. Upon PCX’s request, Seller shall furnish certificates of insurance issued by Seller’s insurance carriers evidencing compliance with these requirements, specifying the types of coverage, the policy numbers, and the expiration dates, and including a statement that the policies will not be cancelled or altered without PCX receiving at least 30 days’ prior notice. In addition, Seller shall exhibit to PCX satisfactory proof of full compliance by Seller with all the terms of the applicable workers’ compensation law, including payment of all premiums, as it affects Seller’s employees, prior to commencing any work hereunder. If Seller does not maintain the required insurance, PCX may, at its option, procure the insurance for Seller and charge Seller for the costs. Seller shall also ensure that any permitted assignee or subcontractor maintains insurance in the same manner as required for Seller. The furnishing of certificates of insurance and purchase of insurance do not limit or release Seller from Seller’s obligations and liabilities under the Agreement.
14. Confidentiality
14.1 “Confidential Information” means the confidential information of PCX and its affiliates concerning the Agreement, the Products, the Services or the business of PCX and its affiliates, that Seller comes to know through disclosure by PCX or otherwise. Confidential information includes data, designs, drawings, specifications, know-how, trade secrets, the terms of any purchase order and other confidential technical or business information.
14.2 Seller (a) shall not disclose Confidential Information to any third party, except to those of its employees who have a need to know in order for Seller to fulfill its obligations under the Agreement and who have undertaken obligations of confidentiality and non-use no less protective than those binding on Seller under the Agreement, (b) shall protect the Confidential Information by using the same degree of care that it uses to protect its own confidential information of a similar nature (but not less than reasonable care), (c) shall not use the Confidential Information for any purpose other than to fulfill its obligations under this Agreement, and (d) shall return or destroy and certify destruction of all Confidential Information at PCX’s request.
14.3 If any work is subcontracted in accordance with the Agreement, Seller shall require a similar confidentiality agreement from such subcontractors but shall remain responsible for any breach by such subcontractors.
15. Termination for Cause by PCX
15.1 PCX may terminate, in whole or in part, the Agreement or any purchase order issued under the Agreement, without liability to Seller, by notifying Seller in writing upon any of the following events: (a) Seller repudiates, breaches, or threatens to breach any of the terms of the Agreement, (b) Seller sells or offers to sell a material portion of its assets,
(c) there is a change in the control of Seller, (d) Seller becomes the subject of statutory or court-supervised proceedings in bankruptcy, receivership, liquidation, dissolution, reorganization, or other similar proceedings, or (e) Seller has all or a substantial portion of its assets made subject to attachment by creditors or confiscation by government authorities. Seller shall reimburse PCX for all costs and damages incurred by PCX in connection with any of the foregoing whether the Agreement is terminated, as well as in connection with any termination, including all attorneys’ fees.

15.2 In the event of a termination pursuant to Section 15.1, Seller shall permit PCX, at PCX’s option, to take possession of and title to all or part of Seller’s tooling, jigs, dies, gauges, molds, patterns, and other equipment that are specially designed or outfitted for the supply of the Products or Services. If PCX exercises such option, PCX shall, within 45 days following delivery of such equipment to PCX, pay to Seller the lower of (i) the net book value (i.e., actual cost less amortization) or (ii) the then current fair market value of such equipment.
16. Termination for Cause by Seller
16.1 Seller shall not terminate the Agreement unless PCX is in material breach of the Agreement, Seller has notified PCX in writing of such breach and PCX has not cured such breach within a reasonable time (but in any event not less than 60 days) after receiving such written notification.
17. Other Termination
17.1 PCX may terminate, in whole or in part, the Agreement or any purchase order issued under the Agreement, at any time for its convenience, by notifying Seller in writing. If PCX terminates pursuant to this Section, PCX’s sole obligation will be to reimburse Seller for (a) those Products or Services actually shipped or performed and accepted by PCX up to the date of termination, and (b) actual costs incurred by Seller up to the date of termination for unfinished goods which are useable, in merchantable condition and specifically manufactured for PCX and not standard products of Seller. PCX will reimburse the costs in (b) only to the extent such costs are reasonable and properly allocable to the terminated portion of the Agreement, and after first subtracting the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with PCX’s written consent. PCX’s obligation to reimburse Seller under this Section will not exceed the purchase price in respect of the order (or portion thereof) terminated. All claims by Seller for reimbursement under this Section must be submitted in writing to PCX within 30 days following the order termination date, with sufficient supporting data to permit an audit by PCX. Failure to file a claim within such 30 day period will constitute a waiver by Seller of all claims. Seller shall thereafter promptly furnish any supplemental and supporting information PCX requests.
17.2 PCX will not be liable for, and Seller agrees not to assert that PCX is liable for, any of the following: (a) consequential, incidental, indirect, special and punitive damages; (b) recall costs, line shut-down costs, lost or anticipated profits or revenue or cost of capital; (c) finished Products, work-in-process or materials which Seller fabricates or procures in amounts that exceed those authorized by PCX in purchase orders or releases (but excluding forecast quantities); (d) goods or materials that are in Seller’s standard stock or that are readily marketable; (e) claims of Seller’s suppliers or other third parties for damages or penalties, and (f) all other losses, damages, liabilities, costs, and expenses not expressly set forth in Section 17.1.
17.3 PCX may terminate or suspend or delay performance of the Agreement or any purchase order issued under the Agreement, in whole or in part, by notifying Seller in writing, if it is affected by customer delays, cancellations or a Force Majeure Event. Such termination, suspension, or delay will be without liability or obligation to PCX, including any obligation to reimburse Seller for any materials or work-in-process.
18. Compliance with Laws
18.1 In the performance of its obligations hereunder, Seller shall comply with all applicable laws, statutes, regulations, and ordinances, including the Foreign Corrupt Practices Act and the Fair Labor Standards Act. All applicable contract clauses required by any applicable law, statute, regulation, or ordinance (including those set forth in 41 C.F.R. Parts 60- 1.4(a) (women and minorities), 60-250.5(a) (covered veterans) and 60-741.5(a) (individuals with disabilities)) are incorporated herein by reference and made a part hereof.
18.2 At PCX’s request, Seller shall promptly furnish information relating to the hazardous, toxic, or other content or nature of the Products or Services. Prior to, and together with, the shipment of Products, Seller shall furnish to PCX and all carriers sufficient written warning and notice (including appropriate labels on the Products and packaging) of any hazardous material that is an ingredient or a part of any of the Products, together with all special handling instructions, safety measures and precautions necessary to comply with the law or to prevent bodily injury or property damage.
18.3 Where required by PCX or by applicable laws or regulations, Seller shall furnish Material Safety Data Sheets (MSDS) on the materials used in manufacturing the Products or the provision of the Services. MSDS are to be sent to the plant environmental/safety coordinator at the PCX facility to which the Products or Services are delivered.

19. International Trade and Customs
19.1 Seller shall comply with all applicable export control laws and regulations, including the Export Administration Regulations. Seller shall not export or re-export any items or technical data furnished by PCX, except with PCX’s prior written consent. PCX owns all transferable credits or benefits associated with or arising from the Products, including trade credits, export credits and rights to the refund of duties, taxes, and fees.
19.2 Except with prior written permission from PCX, Seller shall not (a) file, or cause or permit any third party to file, for duty drawback with customs authorities in respect of the Products or any component thereof, or (b) show, or cause or permit any third party to show, PCX’s name as “importer of record” on any customs declaration.
19.3 Seller shall provide PCX, in a timely manner, with accurate information, records and documentation relating to the Products, which PCX believes is necessary or desirable to fulfill customs and trade related obligations. This includes import compliance, export compliance, trade preference programs and similar obligations. Seller agrees it will comply with the obligations set out in the Trade Data and Customs Requirements for Suppliers available upon request.
19.4 To the extent the Products are to be imported into the U.S., Seller shall comply with all applicable recommendations or requirements of the U.S. Bureau of Customs and Border Protection’s Customs-Trade Partnership Against Terrorism (“C-TPAT”) initiative. Where Seller does not exercise control of the manufacturing or transportation of the Products destined for delivery to PCX or its customers in the U.S., Seller shall make C-TPAT security recommendations to its suppliers and transportation providers and condition its relationship with those entities on their implementation of such recommendations. To the extent Products are imported to PCX locations outside of the US, Seller shall comply with recommendations or requirements for supply chain security based on the individual country’s security programs (i.e. AEO, NEEC, Golden List, STP, etc.).
19.5 No later than the time of delivery, Seller shall provide PCX with the applicable Export Control Classification Numbers (“ECCNs”) of the Products and their components and the Services.
20. Seller Code of Conduct
20.1 Seller shall comply with PCX’s Supplier Code of Conduct (as amended from time to time), and Seller shall periodically check the Supplier Code of Conduct for changes. The Supplier Code of Conduct forms part of the Agreement and is available upon request.
20.2 PCX further expects Seller to adopt a code of ethical business conduct suitable to its business and conform to such code. The code should establish that Seller shall comply with all pertinent laws and regulations and should address Seller’s policies regarding workplace health and safety, labor standards, protection of the environment and resources, product safety and quality and anti-corruption.
21. Conflict Minerals
21.1 Seller shall comply, if applicable, with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and its implementing regulations. The Act and its implementation regulations relate to disclosure of the use of tin, tantalum, tungsten, and gold (or such other “conflict minerals” as designated by the Act and its implementing regulations from time to time) (“Conflict Minerals”) from the Democratic Republic of the Congo and adjoining countries (“Conflict Region”). Seller shall have in place a supply chain policy and processes to undertake (1) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into Products it provides to PCX; (2) due diligence of its supply chain, as necessary, to determine if Conflict Minerals sourced from the Conflict Region directly or indirectly finance the conflict in the Conflict Region, and (3) risk assessment and mitigation actions necessary to implement the country of origin inquiry and due diligence procedures. Seller shall timely provide to PCX, on an annual basis or more frequently if requested by PCX, disclosures regarding the use of Conflict Minerals in any Products provided by Seller to PCX, in the form reasonably requested by PCX, and shall provide such additional related information and documentation as PCX may reasonably request. Seller shall take all other measures as are necessary to comply with the Act and its implementing regulations, as they may be amended over time.
22. Data Protection
22.1 For Purposes of this Section 22: (a) “Data Protection Laws” means all applicable laws that govern the use of data relating to identified or identifiable individuals, including the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended or replaced from time to time, and the General Data Protection Regulation (EU) 2016/679 (and any implementing laws) to the extent that it is applicable to a party; (b) “Personal Data” has the meaning given in the Data Protection Laws; (c) “European Economic Area” consists of the European Union and also Iceland, Liechtenstein and Norway; and (d) the terms “Controller”, “Processor”, and “Data Subject” shall have the meanings given to them in Data Protection Laws.
22.2 This Section 22 applies when Seller receives from or on behalf of PCX, as part of the Services or otherwise, Personal Data for which PCX is responsible as a Controller, and in those circumstances, Seller is deemed to be acting on behalf of PCX in the capacity of a Processor. The nature and purposes of the processing to be undertaken, the types of personal data, the categories of data subjects involved, and the duration of the processing should be set out in the purchase order or in a separate writing signed by an authorized representative of PCX; or, in the absence of such document, those required for the performance of the contract or naturally required for the development of the commercial relationship between the parties within the limits set by the Data Protection Laws. The Seller shall always comply with Seller’s obligations under Data Protection Laws when processing Personal Data and shall not, by any act or omission, cause PCX to be in breach of any Data Protection Laws.
22.3 Without limiting Seller’s general obligations under Section 22.2, Seller shall: (a) process any Personal Data solely for the purpose of performing Seller’s obligations to PCX and in accordance with PCX’s written instructions, unless otherwise required by law, in which case, Seller shall (to the extent permitted by law) inform the Customer of that legal requirement before carrying out the processing; (b) take all appropriate technical and organizational measures to ensure a level of security for the Personal Data appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data; (c) ensure that all persons authorized to process the Personal Data shall be under obligations of confidentiality; (d) not transfer any Personal Data to, or allow access to it from, outside the European Economic Area except: (i) upon PCX’s prior written consent;
(ii) subject to the implementation of all appropriate technical and organizational measures; and (iii) if the transfer is to, or access is from, a state that the EU has not determined to provide an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data, then only upon implementation of such measures and the conclusion of all necessary documents as are required to enable the Customer to comply with Data Protection Laws in relation to such transfer; (e) not engage a sub-processor or authorize any other third party (other than the Seller’s own staff, which staff will be appropriately trained in the handling of Personal Data) to process the Personal Data unless:
(i) it has obtained prior written consent from PCX; and (ii) the proposed sub-processor has entered into a contract with the Seller that imposes obligations on the sub-processor equivalent to those imposed on the Seller pursuant to this Section 22; (f) remain liable for the acts and omissions of its sub-processors as if they were the Seller’s own; (g) provide all necessary assistance and information to enable PCX to fulfil its obligations to respond to any requests from Data Subjects or supervisory authorities in accordance with Data Protection Laws; (h) permit PCX (either itself or through third party auditors appointed by PCX) to audit the Seller’s compliance with these terms upon reasonable notice and provide PCX with reasonable access to Seller’s documents, premises, records and systems as may be required for the purposes of such audits; (i) promptly notify PCX if: (i) there is a breach or suspected breach of security in relation to any Personal Data; (ii) any Personal Data is or is suspected to be used, disclosed to, or accessed by a third party (excepted as provided for in this Section 22); (iii) any Personal Data is lost, corrupted, destroyed, or otherwise rendered unusable; or (iv) Seller receives a data subject rights request or any other notice in relation to such data; and in each of the foregoing circumstances, deal with the circumstances in accordance with PCX’s instructions; and (j) at the choice of PCX, delete or return all Personal Data to PCX after the end of the performing the Agreement obligations, and delete existing copies, unless otherwise required by Data Protection Laws.
23. Other Rights and Remedies
23.1 Seller acknowledges that breach by Seller of the Agreement could cause irreparable harm to PCX for which monetary damages may be difficult to ascertain or may constitute any inadequate remedy. Seller, therefore, agrees that PCX shall be entitled to sue for specific performance or seek injunctive relief for any violation or threatened violation of the Agreement by Seller without the filing or posting of any bond or surety. PCX may seek a temporary and/or permanent injunction (or other similar relief in accordance with applicable law) from any court or other authority having competent jurisdiction, and such courts may apply local laws in determining whether to grant the injunction.
23.2 PCX’s rights and remedies set forth in the Agreement are in addition to any other legal or equitable right or remedy available to PCX.
24. Miscellaneous
24.1 The words “such as”, “include” and “including” are to be construed as if they were followed by “without limitation”, unless the accompanying text or the context clearly requires otherwise.
24.2 Seller may not assign its rights or obligations under the Agreement. Any attempted assignment will be void unless PCX has given its prior written consent to such assignment. PCX may assign its rights under the Agreement to its affiliates and may assign its rights and delegate its obligations under the Agreement to a third party in connection with the sale of all or part its business.
24.3 If any term of the Agreement is declared unenforceable, the remaining terms will remain in effect, and the unenforceable term will be replaced by a term that is valid and enforceable and that comes closest to expressing the intention of the unenforceable term.
24.4 Any terms which, by their nature, extend beyond the expiration or termination of the Agreement will survive the expiration or termination of the Agreement, including Sections 6, 10, 11, 12, 13, 14 and 19.
24.5 Disputes and Governing Law: (a) Any dispute 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 to upon in writing, wither 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 the performance of the order. (d) Irrespective of the place of performance of the Order, the Order will be constructed and interpreted according to the law of the state the purchase order was issued from, accepting that state’s laws on conflicts of law.
24.6 Each party hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury in respect of any litigation arising in connection with the Agreement.
24.7 The Agreement does not create an agency, partnership, or other relationship other than that of independent contracting parties. Seller has no authority to bind or commit PCX.
24.8 A reference in this Agreement to the consent or approval of PCX is a reference to the consent or approval of a representative of PCX duly authorized by PCX to give such consent or approval.
24.9 PCX may provide translated versions of the terms and conditions for informational purposes only. The original English language version will apply in the event of any disagreement over the meaning or construction of any provisions.
24.10 Seller shall not in any manner advertise or publish that Seller has contracted to furnish PCX the Products or Services or use any trademarks or trade names of PCX in Seller’s goods, advertising, or promotional materials except with PCX’s prior written consent.

PUR PRO 8.4-3.3 Terms & Conditions of Purchase Rev – 4-25-23 (8.4) (DCN 0838)
This proprietary document is the exclusive property of PCX. It may not be copied or used for any other purpose than those for which it was intended.

Supplier Requirements Manual –
PCX Aerosystems – Manchester, LLC.

Forward / Introduction
Suppliers are responsible for the quality of their products and services.

The goal of PCX Aerosystems- Manchester, LLC. (“PCX”) Supplier Requirements Manual is to clearly communicate the conditions for doing business regarding quality with PCX and to develop systems that drive continuous improvement, prevent defects, reduce variation and waste in the entire supply chain. Information presented in this manual takes precedence, unless officially notified by authorized PCX personnel.

Our suppliers are expected to have zero quality incidents and zero disruptions, provide products with zero defects, and have flawless delivery performance and on time responsiveness to issues.

Type I Materials: are materials that become a part of the products sold by PCX. It also includes services used to produce (in whole or part) product sold by PCX.

Scope of this manual applies to the product quality of all suppliers of Type I production materials, production or service parts, and manufacturers of machinery and related components.

The original of this manual is a controlled document. Copies of the PCX Supplier Requirements Manual distributed to suppliers, printed, or downloaded are considered uncontrolled and will not be automatically updated.

Suppliers to PCX are responsible for obtaining and following this document from PCX. Suppliers are required to check periodically for revisions and updates to this document with the PCX Sourcing Representative.

Suppliers are responsible for ensuring that products and services they supply conform to the latest revision of this document when shown on purchase orders, supply agreements, or as mailed, electronically transmitted.

Failure to include reference to PCX Supplier Requirement Manual in a request for quote, purchase order or supply agreement does not excuse Suppliers from compliance.

Standard Requirements – Quality

To be a supplier to PCX, all suppliers must meet our requirements for quality.

Our standard requirements include:

1. Quality Management System: Suppliers must have a documented and implemented quality management system and agree to on-site assessments. Suppliers may be required to be registered to ISO 9001:20xx, IATF 16949:20xx or AS 9100:20xx. As appropriate, ISO 14001:20xx registration or conformance may be required.

2. Planning for Quality / Advanced Product Quality Planning (APQP): As requested, the Supplier must have resources available and be capable of participating in Quality Planning / APQP, or industry specific prevention system; including such efforts as Feasibility Reviews, DFMEA’a, PFMEA’s, Design Reviews, Prototype Production, Production Part Approval Process, process control plans, and FOD prevention activities.

3. Corrective Action: In the event of a quality issue related to a supplier’s products, the supplier will be required to provide a written corrective action report to PCX.

4. Hazardous Materials: All information related to Hazardous Materials, and the fulfillment of all governmental and safety requirements must be provided by the suppliers. Suppliers will be required to submit Material Safety Data Sheets (MSDS) for all identified items.

5. Managing Change: Suppliers must agree to notify PCX of any intended process change and obtain PCX approval prior to implementation. Suppliers must also make this a condition of their own entire supply chain. In some cases, samples and documentation will be required as part of the approval process.

6. Material and Process Specifications: Suppliers must produce for PCX products to the specific material and process specifications. In certain cases, we will require approval of the supplier’s sub-suppliers.

7. Material Source Approval: When PCX specifies material, PCX must approve all material sources. Suppliers may be required to utilize the Supplier Certification email prior to shipping material to a PCX facility.

8. Non-Conforming Product: Suppliers must only ship product that meets specification or obtain a written deviation prior to shipment for any non-conforming product. PCX consent to shipping non-conforming product does not relieve supplier of its responsibilities to PCX.

9. Records: Suppliers must maintain certain records for defined periods. PCX will define record retention including, as appropriate, disposition of records.

10. Shipment and Packaging Requirements: Suppliers must comply with PCX specifications for shipping and packaging. This includes labeling specifications or requirements.

11. Supplier Escalation: A supplier will be placed on an increased level of activity because of the supplier’s continuing failure to perform in the areas of quality, delivery, or costs.

12. Supplier Cost Recovery and Chargeback Process: A formal process where PCX will recover costs associated with a supplier’s unacceptable performance.

13. Supply Chain Management: Suppliers must be willing to identify and manage their own entire supply chain. It is a supplier’s responsibility to ensure that its sub-suppliers meet PCX requirements.

14. Traceability: Product traceability is a requirement. Suppliers must provide unique identification of product batches/lots as required by PCX.

15. Verification of Purchased Product: Suppliers must allow on-site product verification by PCX, its customer, or the customer’s representative.

These Standard Requirements are further detailed on the following pages.


1.0 Supplier Minimum Requirements

1.1 Introduction

Welcome to PCX Supplier Requirements Manual for Type I Suppliers.

Type 1 Suppliers are defined as those that provide products or services that constitute, in part or in whole, the products and services sold by PCX.

Requirements described herein apply to all external Type I Suppliers to PCX.

Suppliers of Indirect material shall comply with appropriate sections of the Supplier Requirement Manual as defined by purchase order requirements and/or other contractual obligations.

We expect PCX quality reputation and PCX Brand Promise to be reflected in the products we purchase.

This manual defines the specific processes and information necessary to fulfill the intent of our Quality Policy.

It is expected that our suppliers will use a continual improvement approach to assist PCX in creating a lean supply chain that minimizes the total cost of ownership for the supplier and PCX through:

  • Customer focused leadership – Striving to understand and anticipate the needs of PCX, and proactively establishing the infrastructure to meet those needs.
    • This includes innovation, collaboration, speed, inventory management, and cost competitiveness.
  • Execution excellence – Flawless delivery performance with zero disruptions and zero quality issues. The remainder of this manual provides additional details of how PCX will manage its supplier relationships.

1.2 Supplier Quality Management System Requirements

As a minimum, suppliers to PCX are required to conform and may be required to acquire the latest revision of ISO 9001:20xx, AS9100:20xx or IATF 16949:20xx registration unless otherwise specified or approved by PCX.

If a supplier to PCX is so small as to not have adequate resources to develop a Quality Management System according to IATF 16949:20xx, AS9100:20xx or ISO 9001:20xx, PCX SQD will conduct audits on site or via the desk audit approach to assess gaps, identify risks, and take appropriate actions to protect PCX and ultimate customers.

Suppliers are required to notify, on a timely basis, the appropriate PCX Supplier Quality Development (SQD) associate if an IATF registered supplier quality management system is notified of special status conditions (such as new business hold – quality, needs improvement status, Q1 revocation) by any of the IATF (International Automotive Task Force) or other organizations.

PCX reserves the right to perform an on-site audit as deemed appropriate to verify conformance of supplier Quality Management System or to verify effectiveness regarding corrective or preventive actions related to supplier escalation.

Type I suppliers must allow PCX customers, the customer’s representatives, government, or regulatory agencies the right to conduct surveillance of the supplier’s quality systems at the Supplier’s premises. This may include visits extended to sub-contracted suppliers of the supplier.

All such visits will be approved and arranged by PCX. Type I suppliers sub-contracting products or services to suppliers are required to provide to sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics (however named), material or process requirements where required.

1.3 PCX Prints, Standards, and Specifications

It is the supplier’s responsibility to perform contract review for each purchase order received from PCX. This shall include the identification of PCX prints, standards, and specifications.

This requirement shall be satisfied by one of the following methods:

  • When the Purchase Order defines the revision of Prints, Standards and Specifications, the supplier shall confirm that they have the same revision of the document noted on the Purchase Order.
  • When the Purchase Order does NOT define the revision of Prints, Standards or Specifications, the supplier shall confirm that they have the latest revision of those document with your PCX purchasing representative.

If the supplier does not have or is having difficulty retrieving the latest document revision, the supplier shall contact the appropriate PCX Purchasing representative.

1.4 Inspection of Product

All products provided to PCX shall be inspected by the supplier according to an agreed upon control plan. In the absence of a purchasing or a supply agreement, the supplier must develop, implement, and maintain inspection methods necessary to assure the product conforms to the requirements of PCX.

The supplier shall conduct in-process and outgoing audit inspections or tests as defined in the product / process control plan. Inspection data shall be retained by the supplier and be made available upon request.

Suppliers must allow PCX, its customer(s), its customer’s representative(s), government, or regulatory agencies the right to verify at the supplier’s premises that the purchased products conform to specified requirements. The Supplier shall not use such verification as evidence of effective control of quality.

Verification by PCX, its customer(s), or its customer representative(s) shall not absolve the supplier of the responsibility to provide acceptable products, nor shall it preclude subsequent rejection by PCX or its customer(s) subject to final acceptance at its destination.

Where applicable, a quality history for the product shall be provided to PCX. The quality history shall contain all verification documents generated during manufacturing, processing, or fabrication.

1.5 Non-conforming (Discrepant) Product

Non-conforming or discrepant product is defined as: deviation from drawing specifications, purchase order requirements, PCX product and process specifications or standards and industry product and process specifications and standards, including but not limited to the areas of quantity, appearance, material, metallurgy, packaging, handling, shipping, delivery, cleanliness, and dimensions. Counterfeit Parts shall be treated as nonconforming material.

When non-conforming product is detected by the supplier after product has shipped, is in transit or delivered to PCX, supplier shall take appropriate action to mitigate the effect including formal, detailed notification to PCX.

Notification shall include a clear description of the non-conformity, which includes as required: parts affected, part numbers, quantities and dates delivered or in-transit. If required by PCX, supplier shall provide traceability information for lots or batches of material or product.

Discrepant Material Report (DMR) is used to notify the supplier of non-conformance, discrepancy and/or rejection. The DMR is sent via e-mail directly to the Supplier contact and can be initiated from any PCX Company facility receiving Type I material. A DMR may be initiated upon detection of non-conforming product. Requests for corrective action may be required from the supplier.

The supplier is responsible to respond directly to the Supplier Complaint within the requested timeframe. Unless otherwise noted in the Supplier Complaint, the initial response is expected within 30 days.

Supplier Responsiveness –PCX will monitor speed, timeliness, and effectiveness of corrective or preventive actions and may use the supplier’s response as input for awarding future business and monitoring performance.

Specific timing requirements will be stated on the DMR, if required. The provided general or default requirements are:

  • An initial response (team/person assigned, problem description, containment action) for a DMR shall be supplied to within 3 working days.
  • If PCX requires an 8D process, the initial 8D report shall be submitted within 15 calendar days.
  • A complete 8D report must be submitted to PCX within 30 calendar days.

If a supplier’s product is determined to be defective in material and/or workmanship, as defined by the design requirements, product(s) will be immediately contained.

PCX and the supplier shall determine if the product can be inspected to remove defects from the “lot” that has been contained.

If time does not allow the supplier’s personnel to arrive, the supplier shall provide detailed inspection instructions to PCX.

PCX reserves the right to approve all inspection methods.

If it is determined that inspection alone cannot detect the defect, the product(s) will be returned to the supplier or scrapped as agreed upon by the supplier and PCX. PCX will identify any costs incurred from these defective parts and will initiate the Supplier Cost Recovery Chargeback procedure with the supplier.

If the purchased product is needed for urgent production at a PCX facility, the supplier shall provide a rapid inspection team to PCX production facility for inspection or agree (by providing purchase order to the third party) to the use of a third party inspection service with the cost of service being assumed by the supplier.

In most cases, as appropriate, the supplier shall be given the option regarding sorting methodologies by PCX.

The use of a third party to sort defective product does not relieve the supplier of their responsibility for the quality or delivery of product.

PCX shall have the right to perform any, and all, necessary safe, destructive, and non-destructive tests to evaluate fully the performance of the supplier’s product or services.

PCX shall have the right to utilize the service of an independent 17025:20XX accredited testing laboratory.

The supplier shall reimburse PCX for the expense of said tests only if testing confirms the product or service is defective.

PCX must provide proper accounting of hours for inspection to the supplier.

If the purchased product is determined to be defective or non-conforming for reasons other than those defined on the design prints, the two parties will discuss and determine if containment action is required.

If containment action is required, inspection criteria will be established. If containment action is not required, the supplier’s product will be approved for use in production with a proper record of using the deviation process.

1.6 Management of Design and Process Changes

After product approval, suppliers shall not make any type of change without prior written notification and approval from PCX. Suppliers must also make this a condition of their own entire supply chain.

Changes are defined as alteration in the product design; product specification; purchased parts; material, service supplier or provider; manufacturing location; method of manufacturing; processing; testing; storage; packaging; preservation or delivery.

Changes shall be communicated through email to PCX. These include changes to part design, material, sub-tier supplier, manufacturing location or process. When in doubt, suppliers are encouraged to contact PCX Quality, Engineering, or sourcing representative.

The supplier shall notify PCX in advance and obtain approval for all design or process changes affecting the product manufactured, processed, or serviced for PCX.

Changes are classified based upon impact or the most adverse effect, either in the subsequent processing of a part, in its handling, or in its intended or foreseeable application.

The supplier change can be initiated by:

  • CX Engineering department
  • Customer-initiated change communicated to the PCX Supplier Quality Development department by the customer’s engineers or marketing department
  • PCX Purchasing and Supplier Quality Development departments
  • Quality Advancement department
  • PCX manufacturing plant/user
  • Supplier

The supplier shall issue the change request to PCX. Submit the request to PCX for approval to proceed with a defined validation plan. This plan may include or require new Production Part Approval Process (PPAP) submission or FAI (First Article Inspection).

For permanent changes, the PCX Supplier Quality Development representative determines if a new Production Part Approval Process is required and advises the supplier accordingly.

Following validation and/or Production Part Approval Process (PPAP) approval, the Supplier Product/Process Change Request is granted or denied, and the supplier is advised accordingly.

At this stage, the timing to phase in the approved change is established and communicated to the supplier and all interested parties.

1.7 Purchased Product Submission and Approval Process

Process is implemented to determine if all design and specification requirements of purchased product are properly understood by PCX suppliers and to ensure that the supplier production process is capable of meeting PCX and the PCX customer’s technical and quality requirements. The supplier submits documentation, determined during feasibility review with PCX sourcing representative and suppliercert@pcxaerosystems.com.

The submission requirements will typically include initial sample parts; design review; dimensional layout; performance test results; material certifications; capability studies; process flow diagram; design FMEA (Failure Modes and Effects Analysis); process FMEA and supplier process control plan.

This process follows PCX customer and PCX internal requirements in accordance with the latest version AIAG-Production Part Approval Process (PPAP) manual. Unique customer specific requirements are addressed as defined and required.

PCX follows AIAG Production Part Approval Process notification and submission requirements defined in the AIAG Production Part Approval Process manual, unless otherwise specified by the customer.

PCX -specific requirements related to the initial sample parts and identification include the following:

  • Samples must be from production tooling operating under production conditions.
  • Samples are to be uniquely identified, so that measurement correlation may be performed.
  • Sample quantity may vary according to the nature of the product and the manufacturing process.
  • Production material and processes.
  • Analysis/Development/Validation Documentation (when requested).
  • Unless sample quantities are defined in a PCX standard or specification, the following guidelines may be used:
    • A minimum of 5 samples (out of a 300 piece production run) is required from any single part producing tooling.
    • A minimum of 1 sample per cavity is required from multiple part tooling.

Suppliers are strongly encouraged to work with their Supplier Quality Development representative or designated plant quality personnel to obtain a full approval on time.

Supplier production parts are not to be released for shipment to the PCX user plant until the supplier receives notification from PCX that the PPAP has been approved or interim approved for volume production.

When requested by Supplier Quality Development personnel, the supplier shall establish a Safe Launch process, which will serve to validate the Production / Process Control Plan (PCP) and ensure that all shipped products meet PCX expectations. (Reference 1.19 Supplier Safe Launch)

1.8 Measurement System Analysis

To fully understand the supplier measurement abilities, as appropriate and defined by the Supplier Quality representative, the supplier shall perform a measurement system analysis (MSA) in accordance with the latest version of the AIAG Measurement System Analysis manual.

1.9 Documentation, Certification, and Data Requirements for Proprietary Information

PCX and its customers may review, in the presence of the supplier and on the supplier premises, documentation that contains confidential and proprietary supplier information pertaining to the product manufactured for PCX.

Where applicable, a quality history for the entire product shall be provided to PCX. The quality history shall contain all verification documents generated during fabrication of the product or service.

The supplier shall provide PCX with appropriate documentation during design, manufacturing, inspection, and testing.

1.10 Hazardous Materials – Material Safety Data Sheet (MSDS)

All materials used in or incorporated into PCX products shall satisfy current governmental and safety constraints on restricted, toxic, and hazardous materials; as well as environmental, electrical, and electromagnetic considerations applicable to the country of manufacture and sale. A Material Safety Data Sheet (MSDS) must be submitted for all items as defined under applicable regulations. Material Safety Data Sheet(s) must be submitted to the receiving location.

A Material Safety Data Sheet(s), with full disclosure, must be submitted to the receiving location for approval as soon as possible following the feasibility meeting and/or receipt of a Purchase Order. At the latest, applicable MSDS sheets must be provided to PCX prior to first shipment / PPAP submission of any component, raw materials, or product.

Approval of each MSDS should be obtained as early as possible in the product launch. The PCX using plant will notify the supplier if the MSDS sheets are not acceptable. If MSDS information is not submitted, or approval is not obtained, the first shipment PPAP submission may not be approved.

(Reference 2.8 Environmental Health and Safety)

Suppliers shall use IMDS (International Material Data System) as required.

1.11 Shipment and Packaging Requirements

In some cases, PCX designates ‘S’-Specifications to define shipping and packaging requirements.

Requirements in any ‘S’ specification shall be considered an extension of the purchase order and /or product drawing / agreement.

Unless alternate methods have been agreed upon in writing with PCX, all production shipments must include or be preceded by the following:

  • Material certifications as specified in all applicable material specifications.
  • Applicable Statistical Process Control (SPC) data (for all print designated special or critical characteristics) unless instructed differently from SQD or the receiving location.
  • Labeling, or bar code labeling, must be in accordance with appropriate AIAG guidelines or plant specific requirements.

Production shipment and packaging requirements discussions should begin during APQP activities or Feasibility review. All requirements shall be finalized prior to first shipment and PPAP submission.

1.12 Supply Chain Management

Suppliers must be willing to identify and manage, as appropriate, their entire supply chain. This includes raw material suppliers or manufacturers and any suppliers of components or processing used for products supplied to PCX

As appropriate, suppliers shall impose all of PCX quality requirements on the entire supply chain used to produce the items supplied to PCX.

1.13 Supplier Material Traceability

As required, suppliers shall be able to demonstrate adequate product traceability. Specific traceability requirements are identified and reviewed at initial feasibility, planning for Quality or APQP meetings. Suppliers to PCX shall establish and maintain documented methods for unique identification of product, batches, or lots, including product marking as necessary for identification or traceability purposes.

Lot numbers, as identified on shipping labels, must provide traceability from receipt and during all stages of production by the supplier, including shipment to PCX.

PCX reserves the right to perform an on-site audit or request appropriate, timely documentation to verify conformance to traceability requirements.

Traceability information must include, and begin with an individual raw material heat number, or equivalent.

A lot cannot contain more than one material heat / batch number.

For aerospace, high speed rail, and wind energy product a lot or heat treat batch cannot contain more than one material heat number.

For other product, a lot or heat treat batch may contain no more than two material heat numbers if the following condition exist.

• To maintain maximum lot or heat treat batch size; one lot or heat treat batch may have the end of run of one material heat number and the beginning of another.

The lot or heat treat batch with two material heat numbers must be identified as having multiple material heat numbers.

1.14 Control Item (▽) Part & Special Product or Process Characteristics Control Item Parts are products with characteristics normally identified on drawings by an inverted delta (▽) preceding the part and/or raw material code number. Control Item parts may affect the safe operation and/or compliance with government regulations.

Special characteristics are those product or process requirements for which reasonably anticipated variation is likely to affect a fit, function or the ability to process or build the product.

Special characteristics will be designated on the PCX print, or specification. ‘KPC’ or a diamond (◊) placed near the characteristic typically designates special characteristics. Alternate designations may be used. PCX specific characteristics are indicted appropriately being placed near the characteristic.

Requirements for Special / Specific Characteristics are:

  • All Special Characteristics must be made in a process having a special control method(s).
  • SPC is the most common and preferred special control method.
  • To be considered valid, Cpk values cannot be calculated until there is a stable and capable process.
  • Cpk is typically calculated based on data from 20 days of production; minimum is 100 individual sample or data points.
  • The Cpk value must be noted on control charts.
  • Reaction plans to out-of-control signals must be indicated on the chart. Both parts and process must be described.
    • Refer to the AIAG SPC manual for out-of-control signals.
  • On occasion, the Special Characteristic designation will be applied to characteristics, such as raw material, hardness, etc., and therefore, typical SPC cannot be applied. In such cases, you must identify the special controls used for these characteristics in your quality control plan.

Your control plan will require concurrence from PCX prior to PPAP. This discussion should begin at the initial Quality Planning, APQP or Feasibility meetings.

1.15 Records Suppliers shall maintain appropriate records on file according to requirements of the supplier, PCX, or regulatory bodies.

Quality performance records, including control charts, inspection and test results shall be retained for one calendar year after the year in which they were created.

ALW (Aircraft Landing Wheels) suppliers are required to retain records for a minimum of eleven years and indefinitely for all other aerospace suppliers. Prior to the destruction of records, the supplier shall notify PCX in writing for authorization to destroy records. When the decision is communicated to dispose of records, records shall be destroyed in a manner that renders them unusable by suitable means.

1.16 Supplier Evaluation and Performance

PCX has recognized that certain processes and operations in our supply base required to make our product have levels of risk that must be managed appropriately. Timken has processes to evaluate levels of risk with our supply base. If during the course of business, we determine a process or operation to have an unacceptable level of risk, we will contact supplier directly with specific measures that will need to be implemented to bring the level of risk to a manageable level.

PCX supplier evaluation process is designed to measure supplier performance over time.

The evaluation typically focuses on five performance areas:

  • Quality
  • Delivery
  • Cost
  • Customer Service
  • Continuous Improvement / Lean

Specific supplier or supplier locations may be evaluated using only delivery and quality performance as determined by PCX.

The evaluation is completed on a periodic basis by a cross-functional team, which typically consists of PCX user plant, purchasing, order fulfillment and Supplier Quality Development personnel.

Explanations of the four performance measures are as follows:

  • Quality – Product quality demands stringent adherence to purchase, transportation, engineering, and packaging specifications – including cleanliness, and consistent, reliable
    service to assure customer satisfaction.
    Examples of measures:

    • Number of DMRs
    • P.P.M. (Parts Per Million)
    • Number of external complaints
    • Overall Cost of Quality
    • Warranty claims and field returns
  • Delivery – On-time delivery (OTD) is having the correct material in the right quantity at the right place and at mutually agreed upon delivery time and date. The delivery date is considered to be the acknowledged or re-promised date.
    Examples of measures:

    • OTD rate
    • Deviation of gross total receipts from total due / average percent deviation
    • Expedited shipments
    • Average percent deviation

Additional requirement: The supplier shall notify, in advance of occurrence, the appropriate local plant contact, supplier quality contact or contact individual listed on the purchase order, of any actual or potential late delivery conditions.

  • Cost – examples:
    • Level of prices
    • Contractual agreement
    • Delivery cost
    • Payment terms
  • Customer service and innovation – examples:
    • Invoicing problems
    • Supplier’s ability to respond to requests
    • Supplier’s ability to provide correct line and releases, quantities received
    • Continual Improvement activities
    • Cost reduction ideas
    • New product development
    • Supplier lean work with the plants, purchasing, and SQD to drive problem solving and cost reduction initiative(s).

1.17 Supplier Escalation Process

The supplier escalation process is an increased level of activity with a supplier resulting from the supplier’s continuing failure to perform in the areas of quality, delivery, or cost. Escalation may also be initiated when there are noticeable trends that indicate that quality systems may be stressed or deteriorating at a supplier.

Supplier Quality Escalation is the methodology used by PCX to define actions, resolve, and improve overall supplier performance.

Escalation stages vary up to and include notification to the supplier’s registrar of ongoing systemic quality issues or recognition that it may be in the best interests of PCX and supplier to discontinue doing business.

1.18 Supplier Controlled Shipping (CSI/CSII)

The intent of Controlled Shipping is to implement a rigorous process that protects PCX from the receipt of nonconforming parts and/or material.

Level One Controlled Shipping (CSI) – Controlled Shipping is a formal demand by PCX for a supplier to put in place an additional inspection process to sort for nonconforming material, while implementing root-cause analysis and corrective actions. The Controlled Shipping process is in addition to normal controls. The data obtained from the Controlled Shipping inspection process is critical as both a measure of the effectiveness of the containment process and the corrective actions taken to eliminate the initial nonconformance.

Level Two Controlled Shipping (CSII) – Includes the same processes as Level I Controlled Shipping with an additional inspection process that is completed by a third party. PCX and the supplier will mutually agree upon the third party company and location. The third party company must be minimum certified to ISO 9001:20xx.

Based on the severity of issue, PCX determines whether Level I or Level II would be appropriate.

1.19 Supplier Safe Launch

Safe Launch Plan (SLP) is implemented to verify product & process stability in an organized manner. SLP is intended to be a learning period. Collected data will be monitored, analyzed, and product & process adjustments should be made when necessary and should take place when new production is starting.

Safe Launch is to be used as appropriate for all pre-production and production requirements that require the Production Part Approval Process (PPAP) and whenever requested by PCX or PCX Customer on any parts that present significant risk. Safe Launch should not be used for discrepant material received at the customer’s plant.

SLP is recommended as appropriate in the following situations.

  • Process – new, changed, moved, or re-sourced processes.
  • Product – new, transferred, or changed product.
  • Suppliers – new suppliers or existing suppliers on modified or new product.
  • Correlation Activities – correlation of testing, inspection, or gage equipment.

2.0 Supplier Development and Recommended Best Practices

2.1 Advanced Product Quality Planning and Prevention

When requested, the supplier shall provide PCX with a product quality plan prior to or upon receipt of a purchase agreement.

For each stage of product / process design and development, product and process validation and verification, feedback, assessment, and corrective action, the product quality planning process shall include but not be limited to:

  • Advanced Product Quality Planning
  • Special characteristics
  • Feasibility reviews
  • Product safety
  • Process Failure Mode and Effects Analysis
  • Mistake / error proofing
  • Control Plan to cover three distinct phases: Prototype, Pre-launch, and Production

Suppliers that are design responsible for Type I material are expected to use the DFMEA approach for robust design integrity. Suppliers that use PCX -generated designs are not responsible for Design FMEA activities but may participate in DFMEA planning activities with PCX.

During the Quality planning process, or ongoing execution of existing orders, suppliers shall assure that associates are aware of their contribution to product or service conformity, their contribution to product safety and FOD prevention.

PCX requirements and reference to its technical specification shall be included (documented) in the planning of product manufacturing or processes as a component of the quality plan.

Suppliers shall plan, and implement and control processes, appropriate to the supplier and product provided, for the prevention of counterfeit or suspect counterfeit part use and the potential inclusion in product or services delivered to PCX.

Suppliers shall incorporate lessons learned from previous experiences, process knowledge or other sources into quality planning documentation.

Lesson learned are to be identified as such throughout the entire quality planning documentation process and available to PCX personnel upon request.

2.2 Goal-Setting and Problem Resolution

PCX and its suppliers strive to achieve excellence in manufacturing and may review other PCX facilities and companies for examples of best practices.

Best practices are business principles, often identified through benchmarking, that produce better results. Suppliers are strongly encouraged to become familiar with these concepts and become effective practitioners of continual improvement.

Suppliers shall be able to determine areas that need correction and improvement:

  • Quality results
    • Supplier quality performance indicators – e.g., PPM, number of Discrepant Material Reports, etc.
  • Delivery
    • On time delivery, deviations in deliveries, etc.
  • Cost
    • Price reduction, cost of quality, etc.
  • Service and innovation
    • Continual improvement initiative, capacity planning, invoicing problems, responsiveness to change notices, etc.

The supplier should be able to relate all goals to PCX requirements and priorities.

It is very important to determine the scope of the issues or processes to be studied. The supplier should identify any gaps between current processes and the requirements, determine severity of the gaps, and prioritize its efforts to minimize and eliminate gaps, using a structured, and improvement methodology.

PCX recognizes the 8D Process for problem solving. Especially in the resolution of a nonconforming (discrepant) product.

It is a disciplined eight-step problem-solving process and report format. This technique is applicable also to continual improvement initiatives.

1. Use the team approach

Establish a key group of people with the process/product knowledge, allocate time, authority, and skill in the required technical disciplines to solve the problem and implement corrective actions. The group must have a designated champion.

2. Describe the problem

Specify the internal/external customer problem by identifying in quantifiable terms the who, what, when, where, why, how, how many (5W, 2H) for the problem.

3. Implement and verify interim (containment) actions

Define and implement containment actions to isolate the effect of the problem from any internal/external customer until corrective action is implemented. Verify the effectiveness of the containment action.

4. Define and verify root causes

Identify all potential causes, which could explain why the problem occurred. Isolate and verify the root cause by testing each potential cause against the problem description and test data. Identify alternative corrective actions to eliminate root cause.

5. Verify corrective actions

Quantitatively confirm that the selected corrective actions will resolve the problem for the customer and will not cause undesirable side effects. Define contingency actions, if necessary, based on risk assessment.

6. Implement permanent corrective actions

Define and implement the best permanent corrective actions. Choose on-going controls to ensure the root cause is eliminated. Monitor the long-term effects and implement contingency actions if necessary.

7. Prevent recurrence

Modify the management systems, operating systems, practices, and procedures to prevent recurrence of this and all similar problems.

8. Congratulate team / Read Across

Recognize the collective efforts of the team.

The supplier shall apply (Read Across) to similar processes, services, or products the corrective action, and controls implemented, to eliminate the cause of a potential nonconformance in other areas.

2.3 Cost Reduction Policy

Cost reduction is an integral element of the PCX strategy affecting PCX Suppliers. To achieve and improve their competitive position in the market, PCX and suppliers must implement focused, systematic methods and tools to reduce the costs of products sold.

Cost reduction goals can be achieved in the following ways:

  • Cost reductions by PCX through the promotion of long-term agreements with suppliers and market analysis benchmarking.
  • Implementation, after PCX approval, by suppliers of internal quality improvement programs, value engineering and value analysis methodology.
  • Development of PCX supplier joint cost reductions based on a review of both supplier and customer prices, delivery means and business performance measures.

Recommended techniques by PCX that could be used to achieve cost reduction:

  • 8D problem solving
  • Kaizen philosophy
  • Value Analysis/Value Engineering
  • 5-S Principles
  • 5-Why Analysis
  • Seven Tools of Quality
  • Brainstorming
  • Benchmarking
  • Cross-functional Teams Gap Analysis
  • Mistake – Proofing
  • VA/NVA value add/nonvalue add (lean)

2.4 Cost Recovery Process

PCX, when appropriate, can recover costs associated with a supplier not meeting defined expectations. The issuance of an 8D DMR.

PCX may recover additional costs using the PCX Supplier Chargeback process or by direct negotiations with the supplier.

2.5 Mistake – Proofing

PCX expectation is zero defects.

Achieving this level of quality requires capable processes combined with statistical process control techniques and the utilization of mistake-proofing methodology.

When potential causes of non-conformance are determined, the supplier shall employ solutions in the process to prevent or detect these non-conformances. These solutions shall be independent of operator’s actions.

Solutions should be designed and installed integral to the process to prevent or detect a wrong setting of an element (e.g., the proper position or inverted), defects in the element, machine, or standard, thereby making further use impossible.

2.6 Statistical Techniques

Suppliers shall monitor process performance using the appropriate statistical techniques in accordance with the latest revision of AIAG Statistical Process Control manual. The determination of need is based on the ability to control and verify the process capability and product characteristics. The use of quality planning tools such as Design Failure Mode and Effects Analysis (DFMEA) and/or Process Failure Mode and Effects Analysis (PFMEA) is essential. The supplier shall submit capability data for key characteristics when requested by PCX personnel.

The supplier is encouraged to use statistical techniques including:

  • Gage R&R study
  • Predictive maintenance
  • Defect analysis
  • Sampling and (C=0)
  • Process analysis and control charting methods
  • Regression analysis – analysis of variance
  • Other graphical methods

2.7 Continual Improvement Process

The supplier should promote and implement a continual improvement philosophy that provides a sustained approach to achieving competitively superior performance in those areas critical to business success by rigorously applying proven methodology and processes.

Elements include:

  • Quality System Certification
  • RPN Reduction Methodology
  • Standard Work
  • Standard Training
  • Layered Process Audits
  • Control of Non-conforming Material
  • Error Proofing Verification
  • Fast Response

These methods and processes shall be used throughout the Supplier organization to continually improve the quality, delivery, service, and cost of Supplier products to the benefit of its customers and associates.

The Supplier should perform the functions of leading importance to continual improvement by means of:

  • Continual improvement of own actions and distribution of resources.
  • Advising the employees of objectives and tasks
  • Providing an environment which encourages open communication.
  • Supporting every employee and any process improvement efforts covering all employees with a training system.

Additional recommended tools that assist in the implementation of the continual improvement process are:

  • Benchmarking
  • Brainstorming
  • Pareto Analysis
  • 5C Process
  • Affinity Diagram
  • Involvement Worksheet
  • Cost Benefit Analysis
  • Cause and Effect Diagrams
  • Process Capability/Performance
  • Process Mapping

2.8 Environmental, Health and Safety

Suppliers are expected to adhere fully to all applicable governmental laws and regulations to protect the environment and ensure the health, safety, and quality of life within their communities.

In particular, Suppliers must adhere to laws and regulations that apply to the health and safety of their workers.

No abnormal or harmful radioactivity levels shall be permitted in any material. Nor harmful elements or additives shall be permitted that are listed in any EU, ISO or local standards banning such materials at the time of shipment to PCX.

All materials used in product manufacture shall satisfy current government and safety constraints on restricted, toxic, and hazardous materials.

Suppliers shall not supply chemicals detailed on the following list:

Controlled Substances List (See attached document)

Suppliers are required to comply with appropriate restricted or reportable substance notification on PPAP submissions.

Suppliers are encouraged to define, implement, and maintain environmental management systems such as ISO 14001:20xx.

Goals of the Supplier environmental management program should be:

  • Commitment to compliance with all applicable laws, regulations and company policies relating to environmental protection, to prevent pollution at its source by minimizing emissions, effluents, and waste in the design, operation, and maintenance of their facilities.
  • Commitment to prevention including source reduction, recovery, reusing and recycling. Where feasible, eliminating negative environmental impacts associated with Supplier’s operations and products.
  • Commitment to continual improvement to increase the general awareness of environmental requirements among associates, facilitating an understanding of the environmental implications of their day-to-day responsibilities. Developing the capabilities and support mechanism necessary to achieve the Suppliers environmental policy, objectives, and targets.

3.0 Supplier Quality Assurance Aerospace Provisions

3.1 Process Control and Defect Prevention

Supplier must have documented defect prevention and process control methods in alignment with SAE AS13100 clauses such as but not limited to SAE AS13004 and SAE AS13006 as applicable.

3.2 Sample Plan Requirements

Sampling inspection must be in accordance with the latest revision of ANSI/ASQC Z1.4, “Sampling Procedures and Tables for Inspection by Attributes”.

Acceptance criteria shall be defined by the supplier and, where required, approved by PCX. For all data sampling, the acceptance level shall be zero defects C=0.

3.3 Acceptance Authority Media (AAM)

Suppliers shall comply with AS9100 requirements regarding the application of Acceptance Authority Media (AAM) requirements. Suppliers shall ensure that within their organization and its supply chain, the use of AAM is clearly defined within the Quality Management System. Suppliers shall maintain compliance to AAM requirements by assessing its process and supply chain as part of its internal audit activities, including but not limited to: application errors, untimely use, misrepresentation, and training deficiencies. Additionally, this communication shall reinforce the importance of ethical behavior in their daily activities. The use of AAM must be considered as a personal warranty of compliance and conformity. Suppliers shall, upon PCX request, be able to demonstrate evidence of communication to their employees and their supply chain.

3.4 Inspection and Test Report

The seller shall maintain on file and submit upon request a report for the delivered end items or assemblies with the following information included as a minimum: part number, revision letter, part name, purchase order number, lot number, lot quantity, inspection sample size, characteristics/ parameters inspected and/or tested, inspection test data, quantity passed/rejected by characteristic, date of inspection/test, and signature/stamp of seller’s inspection / test representative.

3.5 Certificate of Conformance (C of C)

Seller shall prepare and submit a certification of conformance to PCX for each shipment made under a Purchase Order (or each designated item if specific items are designated in the body of the Purchase Order.) The certification shall be signed by the Seller’s Responsible Quality Representative as evidence that the deliverable product conforms to stated requirements: i.e., Material Certifications, Process Requirements, Supplier Qualification Status, Hardware Qualification, etc.

The sub-tier specifications used and certified for each operation must be the current revision as defined by PCX standard EGS-D0005 and listed in EGS-D0005-A.

Completion of the Certificate shall not modify or limit any representations, warranties or commitments made or in any way affect the obligation of seller to perform strictly in accordance with the provisions of the Purchase Order.

The following information shall be provided as a minimum: seller’s name, quantity of shipment, lot numbers/date codes/serial numbers if applicable, PCX part number and drawing revision, country in which the part was manufactured, PCX purchase order number and revision, and a statement that all other applicable requirements as called out by the purchase order, drawings or specifications have been met.

3.6 First Article Inspection

On the first initial production and the first article produced, subsequent to design change incorporation, the seller shall perform and document a comprehensive inspection and test of that article to assure articles’ conformance with all drawing and specification requirements. When multi-cavity molds/dies are used, First Article Inspection is required for each cavity.

A new First Article Inspection shall be required if:

  • A significant design or process change has been made that affects the original First Article and is applicable only to those characteristics affected by the change
  • The item has not been produced for a period of one year
  • A change in manufacturing location.

The seller’s report shall provide, as a minimum: purchase order number, part number, revision level, part name, seller’s name, drawing requirements (including tolerances), method used to obtain results and actual results of each measurement. Part(s) used for the inspection shall be identified when shipped to PCX as “First Article Inspection Sample”. First Article data, regardless of format, shall accompany the first shipment to be delivered.

3.7 Traceability

The seller shall establish and maintain a system for traceability of supplies to their source (including sub tier suppliers) by lot, batch, heat, melt and part. Records of traceability shall be maintained by the supplier as part of this objective evidence of quality control and acceptability, and such records shall be made available to representatives of PCX. See section 1.13 for additional details.

3.8 Documentation Control / Retention

Suppliers shall have a written procedure that describes controls for ensuring only U.S. persons are permitted access to ECI/OUO information and items. Written procedure must address as minimum the following areas:

  • Access Control
  • Storage
  • Transmission
  • Destruction

ALW suppliers are required to maintain all records on file for a minimum period of eleven years from date of last delivery. All other aerospace suppliers are required to retain records indefinitely. Prior to the destruction of records, the supplier shall notify PCX in writing for authorization to destroy records. When the decision is communicated to dispose of records, records shall be destroyed in a manner that renders them unusable by suitable means. All other requirements of the modified notes(s) are still applicable. Compliance with documentation required by the drawing or specification is required.

Control and destruction of documentation applies to manufacturers of product for PCX, service providers for PCX products and laboratories testing PCX product and supporting reports.

3.9 Change Approval

Upon approval by PCX as a qualified source, through first article or first lot acceptance, the seller shall not make any changes in design, materials or processes which may affect the acceptability (dimensional, visually, functionally, durability, etc.) of the items to be delivered to PCX without prior notification and approval of PCX. For the purpose of this clause, a process is defined as any procedure, system or practice used during the manufacture or production of a deliverable item (i.e., machining, de-burring, heat treating, soldering, cleaning, finishing, etc.).

Examples of process changes that require customer notification and approval are as follows:

  • Change in inspection and/or testing methods.
  • Changes in product or processing of components used in the manufacture of the end item including components manufactured by the seller or a sub-tier supplier.
  • Change of sub-tier suppliers.
  • Production from new or modified tools, dies, molds including replacements (excluding perishable tools).
  • A change in manufacturing location.
  • A special process change.

See section 1.5 for additional details.

3.10 MRB Authority

Unless otherwise specified in the purchase order, the seller and/or any of their sub-tier suppliers do not have authority to process “USE-AS-IS”, “REPAIR”, “STANDARD REPAIR PROCEDURES (SRPS)” or “NON-SRPS” via their internal material review board (MRB).

These dispositions, as well as deviations and request for waivers, requiring MRB disposition shall be submitted to PCX for approval (this does not include rework or scrap). The seller shall contact PCX purchasing to obtain a waiver form.

3.11 Government Property

In furtherance of the performance of a purchase order, PCX may deliver Government Property to Supplier. “Government Property” is property owned by or leased to the U.S. Government or acquired by the U.S. Government and placed in the possession of a supplier.

Supplier shall comply with the requirements of FAR 52.245-1 with respect to any Government Property delivered to Supplier in connection with a PCX purchase order. Without limiting the foregoing, Supplier shall not remove, rework, repair, or scrap Government Property without the prior written approval of the PCX.

3.12 Right of Access

PCX and/or its customers may conduct an audit of Supplier’s and/or Supplier’s sub tier supplier’s facility, including without limitation all manufacturing processes and documentation used in the manufacturing of products under the purchase order, to determine compliance with the requirements of the purchase order. See Section 1.2 for further information.

3.13 DFARS 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (supersedes 252.225-7014)

Pursuant to contracts with the U.S. Government and U.S. Government contractors, PCX is subject to DFARS 252.225-7009, which places certain restrictions on the acquisition of articles containing specialty metals. This regulation requires that specialty metals be melted or produced in the United States, its outlying areas, or a qualifying country. To the extent that articles supplied by Supplier contain specialty metals, as defined in paragraph (a) below, the articles must comply with the requirements of DFARS 252.225-7009. Additionally, supplier must insert this clause in its contracts with vendors supplying articles in support of a PCX purchase order.

RESTRICTION ON ACQUISITION OF CERTAIN ARTICLES CONTAINING SPECIALTY METALS (JAN 2011)

(a) Definitions. As used in this clause—

(1) “Alloy” means a metal consisting of a mixture of a basic metallic element and one or more metallic, or non-metallic, alloying elements.

(i) For alloys named by a single metallic element (e.g., titanium alloy), it means that the alloy contains 50 percent or more of the named metal (by mass).

(ii) If two metals are specified in the name (e.g., nickel-iron alloy), those metals are the two predominant elements in the alloy, and together they constitute 50 percent or more of the alloy (by mass).

(2) “Assembly” means an item forming a portion of a system or subsystem that—

(i) Can be provisioned and replaced as an entity; and

(ii) Incorporates multiple, replaceable parts.

(3) “Commercial derivative military article” means an item acquired by the Department of Defense that is or will be produced using the same production facilities, a common supply chain, and the same or similar production processes that are used for the production of articles predominantly used by the general public or by nongovernmental entities for purposes other than governmental purposes.

(4) “Commercially available off-the-shelf item”—

(i) Means any item of supply that is—

(A) A commercial item (as defined in paragraph (1) of the definition of “commercial item” in section 2.101 of the Federal Acquisition Regulation)

(B) Sold in substantial quantities in the commercial marketplace; and

(C) Offered to the Government, under this contract or a subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and

(ii) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App 1702), such as agricultural products and petroleum products.

(5) “Component” means any item supplied to the Government as part of an end item or of another component.

(6) “Electronic component” means an item that operates by controlling the flow of electrons or other electrically charged particles in circuits, using interconnections of electrical devices such as resistors, inductors, capacitors, diodes, switches, transistors, or integrated circuits. The term does not include structural or mechanical parts of an assembly containing an electronic component and does not include any high performance magnets that may be used in the electronic component.

(7) “End item” means the final production product when assembled or completed and ready for delivery under a line item of this contract.

(8) “High performance magnet” means a permanent magnet that obtains a majority of its magnetic properties from rare earth metals (such as samarium).

(9) “Produce” means the application of forces or processes to a specialty metal to create the desired physical properties through quenching or tempering of steel plate, gas atomization or sputtering of titanium, or final consolidation of non-melt derived titanium powder or titanium alloy powder.

(10) “Qualifying country” means any country listed in the definition of “Qualifying country” at 225.003 of the Defense Federal Acquisition Regulation

Supplement (DFARS).

(11) “Required form” means in the form of mill product, such as bar, billet, wire, slab, plate, or sheet, and in the grade appropriate for the production of—

(i) A finished end item to be delivered to the Government under this contract; or

(ii) A finished component assembled into an end item to be delivered to the Government under this contract.

(12) “Specialty metal” means—

(i) Steel—

(A) With a maximum alloy content exceeding one or more of the following limits: manganese, 1.65 percent; silicon, 0.60 percent; or copper, 0.60 percent; or

(B) Containing more than 0.25 percent of any of the following elements: aluminum, chromium, cobalt, molybdenum, nickel, niobium (columbium), titanium, tungsten, or vanadium.

(ii) Metal alloys consisting of—

(A) Nickel or iron-nickel alloys that contain a total of alloying metals other than nickel and iron in excess of 10 percent; or

(B) Cobalt alloys that contain a total of alloying metals other than cobalt and iron in excess of 10 percent.

(iii) Titanium and titanium alloys; or

(iv) Zirconium and zirconium alloys.

(13) “Steel” means an iron alloy that includes between .02 and 2 percent carbon and may include other elements.

(14) “Subsystem” means a functional grouping of items that combine to perform a major function within an end item, such as electrical power, attitude control, and propulsion.

(b) Restriction. Except as provided in paragraph (c) of this clause, any specialty metals incorporated in items delivered under this contract shall be melted or produced in the United States, its outlying areas, or a qualifying country.

(c) Exceptions. The restriction in paragraph (b) of this clause does not apply to—

(1) Electronic components.

(2)(i) Commercially available off-the-shelf (COTS) items, other than—

(A) Specialty metal mill products, such as bar, billet, slab, wire, plate, or sheet, that have not been incorporated into COTS end items, subsystems, assemblies, or components.

(B) Forgings or castings of specialty metals, unless the forgings or castings are incorporated into COTS end items, subsystems, or assemblies.

(C) Commercially available high performance magnets that contain specialty metal, unless such high performance magnets are incorporated into COTS end items or subsystems; and

(D) COTS fasteners, unless—

(1) The fasteners are incorporated into COTS end items, subsystems, assemblies, or components; or

(2) The fasteners qualify for the commercial item exception in paragraph (c)(3) of this clause.

(ii) A COTS item is considered to be “without modification” if it is not modified prior to contractual acceptance by the next higher tier in the supply chain.

(A) Specialty metals in a COTS item that was accepted without modification by the next higher tier are excepted from the restriction in paragraph (b) of this clause, and remain excepted, even if a piece of the COTS item subsequently is removed (e.g., the end is removed from a COTS screw or an extra hole is drilled in a COTS bracket).

(B) Specialty metals that were not contained in a COTS item upon acceptance, but are added to the COTS item after acceptance, are subject to the restriction in paragraph (b) of this clause (e.g., a special reinforced handle made of specialty metal is added to a COTS item).

(C) If two or more COTS items are combined in such a way that the resultant item is not a COTS item, only the specialty metals involved in joining the COTS items together are subject to the restriction in paragraph (b) of this clause (e.g., a COTS aircraft is outfitted with a COTS engine that is not the COTS engine normally provided with the aircraft).

(D) For COTS items that are normally sold in the commercial marketplace with various options, items that include such options are also COTS items. However, if a COTS item is offered to the Government with an option that is not normally offered in the commercial marketplace, that option is subject to the restriction in paragraph (b) of this clause (e.g. – An aircraft is normally sold to the public with an option for installation kits. The Department of Defense requests a military-unique kit. The aircraft is still a COTS item, but the military-unique kit is not a COTS item and must comply with the restriction in paragraph (b) of this clause unless another exception applies).

(3) Fasteners that are commercial items, if the manufacturer of the fasteners certifies it will purchase, during the relevant calendar year, an amount of domestically melted or produced specialty metal, in the required form, for use in the production of fasteners for sale to the Department of Defense and other customers, that is not less than 50 percent of the total amount of the specialty metal that it will purchase to carry out the production of such fasteners for all customers.

(4) Items manufactured in a qualifying country.

(5) Specialty metals for which the Government has determined in accordance with DFARS 225.7003-3 that specialty metal melted or produced in the United States, its outlying areas, or a qualifying country cannot be acquired as and when needed in—

(i) A satisfactory quality,

(ii) A sufficient quantity; and

(iii) The required form.

(6) End items containing a minimal amount of otherwise noncompliant specialty metals (i.e., specialty metals not melted or produced in the United States, an outlying area, or a qualifying country, that are not covered by one of the other exceptions in this paragraph (c)), if the total weight of such noncompliant metals does not exceed 2 percent of the total weight of all specialty metals in the end item, as estimated in good faith by the Contractor. This exception does not apply to high performance magnets containing specialty metals.

(d) Compliance for commercial derivative military articles.

(1) As an alternative to the compliance required in paragraph (b) of this clause, the Contractor may purchase an amount of domestically melted or produced specialty metals in the required form, for use during the period of contract performance in the production of the commercial derivative military article and the related commercial article, if—

(i) The Contracting Officer has notified the Contractor of the items to be delivered under this contract that have been determined by the Government to meet the definition of “commercial derivative military article”; and

(ii) For each item that has been determined by the Government to meet the definition of “commercial derivative military article,” the Contractor has certified, as specified in the provision of the solicitation entitled “Commercial Derivative Military Article—Specialty Metals Compliance Certificate” (DFARS 252.225-7010), that the Contractor and its subcontractor(s) will enter into a contractual agreement or agreements to purchase an amount of domestically melted or produced specialty metal in the required form, for use during the period of contract performance in the production of each commercial derivative military article and the related commercial article, that is not less than the Contractor’s good faith estimate of the greater of—

(A) An amount equivalent to 120 percent of the amount of specialty metal that is required to carry out the production of the commercial derivative military article (including the work performed under each subcontract); or

(B) An amount equivalent to 50 percent of the amount of specialty metal that will be purchased by the Contractor and its subcontractors for use during such period in the production of the commercial derivative military article and the related commercial article.

(2) For the purposes of this alternative, the amount of specialty metal that is required to carry out production of the commercial derivative military article includes specialty metal contained in any item, including COTS items.

(e) Subcontracts. The Contractor shall insert the substance of this clause in subcontracts for items containing specialty metals, to the extent necessary to ensure compliance of the end products that the Contractor will deliver to the Government. When inserting the substance of this clause in subcontracts, the Contractor shall—

(1) Modify paragraph (c)(6) of this clause as necessary to facilitate management of the minimal content exception.

(2) Exclude paragraph (d) of this clause; and

(3) Include this paragraph (e).

(End of clause)

3.14 DFARS 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings

When required by PCX purchase order, suppliers supplying ball and roller bearings to PCX must comply with the following:

RESTRICTION ON ACQUISITION OF BALL AND ROLLER BEARINGS (DEC 2010)

(a) Definitions. As used in this clause—

(1) “Bearing components” means the bearing element, retainer, inner race, or outer race.

(2) “Component,” other than a bearing component, means any item supplied to the Government as part of an end product or of another component.

(3) “End product” means supplies delivered under a line item of this contract.

(b) Except as provided in paragraph (c) of this clause—

(1) Each ball and roller bearing delivered under this contract shall be manufactured in the United States, its outlying areas, or Canada; and

(2) For each ball or roller bearing, the cost of the bearing components manufactured in the United States, its outlying areas, or Canada shall exceed 50 percent of the total cost of the bearing components of that ball or roller bearing.

(c) The restriction in paragraph (b) of this clause does not apply to ball or roller bearings that are acquired as—

(1) Commercial components of a noncommercial end product; or

(2) Commercial or noncommercial components of a commercial component of a noncommercial end product.

(d) The restriction in paragraph (b) of this clause may be waived upon request from the Contractor in accordance with subsection 225.7009-4 of the Defense Federal Acquisition Regulation Supplement.

(e) If this contract includes DFARS clause 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals, all bearings that contain specialty metals, as defined in that clause, must meet the requirements of that clause.

(f) The Contractor shall insert the substance of this clause, including this paragraph (f), in all subcontracts, except those for—

(1) Commercial items; or

(2) Items that do not contain ball or roller bearings.

(End of clause)

In support of PCX compliance with the requirements of DFARS 252.225-7016, suppliers supplying bearing components (bearing element, retainer, inner race, or outer race) to PCX shall provide certification of the country of manufacture of such products upon PCX request

3.15 NADCAP Required for Special Processes

Special Processes are defined as Heat Treat, Welding, Plating, Passivation, Coatings, Non Destructive Testing, and Eddy Current.

When required, the use of a NADCAP certified supplier must be used when special processes are performed for PCX. PCX must be notified if the vendor loses NADCAP accreditation or if there are findings because of an audit conducted by NADCAP/PRI.

3.16 Foreign Object Damage (FOD):

Supplier must have a program in place to protect product from damage during production and handling from foreign debris. Supplier associates should be trained, qualified and competent regarding prevention, detection, and removal of FOD.

3.17 Government Rated Orders (DPAS)

PCX receives rated orders from the U.S. Government and U.S. Government contractors for national defense use. In turn, PCX is required to flow priority ratings to suppliers of items needed to fulfill these rated orders. Likewise, suppliers receiving rated orders from PCX must comply with the requirements of 15 CFR 700 and give due priority to rated orders to meet required delivery dates.

3.18 Compliance with International Traffic in Arms Regulations (ITAR)

Terms in quotations below in this Section 3.16 are as defined in the Arms Export Control Act (“AECA” at 22 U.S.C. 2778) and the International Traffic in Arms Regulations (“ITAR” at 22 CFR 120-130).

If Supplier is providing to, or on behalf of, PCX, a “defense article” or a “defense service” then the following apply:

(a) Supplier shall be registered with the Directorate of Defense Trade Controls (“DDTC”), U.S. Department of State;

(b) Supplier shall not permit any “Foreign Person” (not a U.S. citizen or permanent resident alien), access to any technical data relating to the defense article or defense service;

(c) Supplier shall not “Export” any “defense article” or “defense service” unless Supplier has first obtained a license from DDTC and provided prior notification to PCX;

(d) Supplier shall otherwise comply with the ITAR and AECA; and

(e) Supplier shall indemnify and hold PCX harmless from and against any cost or other liabilities arising out of Supplier’s failure to perform the above.

3.19 Non-Disclosure of Proprietary Information

PCX Non-Disclosure agreement shall be reviewed and signed by all suppliers having access to material that is considered intellectual property of PCX. Compliance to PCX Terms and Conditions apply.


Glossary

3-D REPORT: The less detailed problem solving approach using 3 of the 8 disciplines.

8-D Process: A problem-solving method, especially in the resolution of a nonconforming (discrepant) product.

AIAG: Automotive Industry Action Group

AIAG-APQP: Automotive Industry Action Group – Advanced Product Quality Planning, reference manual.

AIAG-PPAP: Automotive Industry Action Group – Production Part Approval Process.

ALW: Aircraft Landing Wheels

APQP: Advanced Product Quality Planning

Control Item Parts: Products with characteristics normally identified on drawings by an inverted delta () preceding the part and/or raw material code number. Control Item parts may affect the safe motor vehicle operation and/or compliance with government regulations.

Controlled Shipping (CS1) – Controlled Shipping is a formal demand by PCX for a supplier to put in place an additional inspection process to sort for nonconforming material, while implementing root-cause analysis and corrective actions.

Controlled Shipping (CSII) – Includes the same processes as Level 1 controlled shipping with an additional inspection process that is completed by a third party.

Counterfeit Parts: Shall mean a part, component, module, or assembly whose origin, material, source of manufacture, performance, or characteristics, are misrepresented. This term includes but is not limited to (A) parts that have been (re)marked to disguise them or falsely represent the identity of the manufacturer, (B) defective parts and/or surplus material scrapped by the original manufacturer, and (C) previously used parts pulled or reclaimed and provided as new. Counterfeit Parts shall be treated as nonconforming material. The seller and its sub-tiers shall comply with the requirements of AS5553 and or AS6174 current revision as appropriate. The Seller shall ensure that only new and authentic materials are incorporated unless written approval is granted by PCX.

DFARS: Defense Federal Acquisition Regulation Supplement

DFMEA: Design Failure Mode and Effects Analysis

DISCREPANT: Nonconformance from drawing specifications, purchase order specifications, PCX Product and Process Specifications and Standards, or Industry Product and Process Specifications and Standards, including but not limited to the areas of quantity, appearance, material, metallurgy, packaging/handling/shipping, and dimension.

DMR: Discrepant Material Report(s) and is used to notify the subcontractor of discrepancies and/or rejections documented at PCX regarding the Type I material received and requests corrective action from the subcontractor.

DVP&R: Design Validation Plan and Report

ECI: Export Controlled Information

FAI: First Article Inspection

FAR: Federal Acquisition Regulation

FMEA: Failure Modes and Effects Analysis

Foreign Object (FO): alien substance or article (e.g., tools, consumables, hardware, product protective devices, personal items, product process debris, operations debris, and environmental debris) that could potentially enter and/or migrate into/on the product or system becoming FOd and potentially cause FOD, if not removed and controlled. (Reference 9146 3.3)

Foreign Object Debris (FOd): any FO that has entered and/or migrated into/on the product or system, and could potentially cause FOD, if not removed and controlled. (Reference 9146 3.5)

Foreign Object Damage (FOD): Any damage attributed to FOd that can be expressed in physical or economic terms, which could potentially degrade the product or system’s required safety and/or performance characteristics. (Reference 9146 3.4)

GASL: Global Approved Supplier List

IMDS: International Material Data System

ISIR: Initial Sample Inspection Report

MSA: Measurement System Analysis

MSDS: Material Safety Data Sheets
Nonconforming or discrepant product: Product does not meet drawing specifications, purchase order requirements, PCX product and process specifications (or standards), and industry product and process specifications and standards. This includes, but does not limit, the areas of quantity, appearance, material, metallurgy, packaging, handling, shipping, delivery, cleanliness, and dimensions.

OTD: On-time delivery

OUO: Official Use Only

PCP: Process Control Plan

PFMEA: Process Failure Mode and Effects Analysis.

PPAP: Production Part Approval Process

Product: is a tangible or intangible output that is the result of a process that does not include activities that are performed at the interface between the supplier (provider) and the customer.

Purchased Product Submission and Approval Process: Process used to determine if all design and specification requirements of purchased product are properly understood by PCX suppliers, and ensures that the supplier production process is capable of meeting PCX and the PCX customer’s technical and quality requirements.

QA: Quality Assurance Representative

QIM: Quality Issue Management

Read Across: Process of reviewing other similar processes, services, or products the corrective action, and controls implemented for a defect, to eliminate the cause of a potential nonconformance in other areas.

‘S’- Specifications: PCX designation defining shipping and packaging requirements.

Safe Launch: Additional inspection activities to protect PCX facilities while supplier manufacturing process is maturing to full production volumes.

SPC: Statistical Process Control

SQD: PCX Supplier Quality Development team or their representative.

SQA: Supplier Quality Assurance

Special characteristics: Product or process requirements for which reasonably anticipated variation is likely to affect a fit, function, or the ability to process or build the product.

SR: Status Report

Submission Level: Part approval submission as per AIAG-PPAP guidelines.

Type I Materials: Materials that become a part of the products sold by PCX. This includes services used to produce (in whole or part) product sold by PCX.

Type I Suppliers: Suppliers that provide products or services that constitute, in part or in whole, the products or services sold by PCX.

PUR PRO 8.4-3.0 Supplier Requirements Manual Rev – 4-25-23 (8.4) (DCN 555)

Supplier Quality Requirements

No. PCQ 1002
Process Champion: Purchasing – Quality
Rev Date 02/23/2023
Rev P
Uncontrolled when printed
1. PURPOSE
To clearly communicate those requirements that are unique to PCX Aerosystems – Manchester, LLC. (“PCX”) and are additional to the requirements defined within the PCX Supplier Requirements Manual. This document contains flow down requirements specified by each PCX Customer. When there is a conflict between the PCX Supplier Requirements Manual and PCQ 1002, this document takes precedence. If there is a conflict between the PCX Purchase Order and PCQ 1002, the purchase order will take precedence.
2. RESPONSIBILITY
It is each Supplier’s responsibility to:
• Understand and comply with these requirements, the requirements of the PCX Supplier Requirements Manual and any other requirements flowed down through the PCX Purchase Order.
• Perform a Contract Review at the start of each Purchase Order (PO) that will identify and ensure all requirements are captured prior to production.
• Ensure that they have, and work to, the applicable revision of all specifications and/or work instructions as called out on the Purchase Order.
• Contact PCX Purchasing should they identify any conflict in Purchase Order requirements and/or be unable to meet the requirements for any reason.
3. REFERENCE
3.1. Documents
PCQ 1006-1 Supplier Certification Checklist
PUR PRO 8.4- 3.0 PCX-MAN Supplier Requirements Manual
3.2. Specifications
AS 9102
Boeing Common Terms and Conditions
DFARS 252.246-7007.
D1-4426
EAC Document 300
ISO 10012, ISO 17025, or ANSI/NCSL Z540.3.
QE-STD-1
QE STD 2
SSQR 01
SAE AS5553
SAE AS6174

4. QUALITY SYSTEM REQUIREMENTS
The Supplier is responsible for adhering to a Quality Management System (QMS). This QMS shall ensure that all necessary information supplied by PCX is flowed down to sub-tier suppliers, as required, to insure conformance to the product characteristics. Additionally, the QMS will ensure that product will be manufactured / processed to any PCX Customer Quality and Technical requirement as shown within the body of the Purchase Order.
5. SOURCE INSPECTION OF PARTS
5.1. US Government Source Inspection
The US Government reserves the right to inspect suppliers, for services manufactured or performed, to fulfill the requirements of the purchase order. US Government inspection shall not constitute acceptance, nor shall it in any way replace the supplier’s inspection requirements or responsibility to furnish an acceptable end item. Such inspection can only be requested by or under authorization of the US Government Representative.
• When required, US Government inspection will be called out on the PO.
• When required, copies of the purchasing document are to be furnished directly by the supplier to the US Government Representative.
• When required, a minimum of 48 hours notice will be provided to the US Government Representative.
NOTE: The US Government Representative may choose to perform a process review, test, or other event in lieu of an operational source inspection. Please provide evidence an alternate method is being utilized with the certification package when GSI is called out on the PO.
5.2. PCX Source Inspection
PCX reserves the right of access for PCX associates, customers, and regulatory authorities at all levels of the supply chain to inspect suppliers, for services manufactured or performed, to fulfill the requirements of the purchase order. PCX inspection shall not constitute acceptance, nor shall it in any way replace the supplier’s inspection requirements or responsibility to furnish an acceptable end item. Such inspection can only be requested by or under authorization of the PCX Representative.
• When required, PCX inspection will be called out on the PO.
• When required, copies of the purchasing document are to be furnished directly by the supplier to the PCX Representative.
• When required, a minimum of 48 hours notice will be provided to the PCX Representative.
Note: PCX may elect to waive source inspection.

6. PRODUCT CERTIFICATION REQUIREMENTS
6.1. Certification(s) of Conformity
Supplier must provide a Certificate of Compliance (Certification / CofC) for each shipment made under a purchase order. Certifications must be in compliance with Section 3.4 of PCX Supplier Requirements Manual and PCQ 1006-1 Supplier Certification Checklist. If not in possession of the Supplier Certification Checklist, please acquire the document from the purchasing contact. Additionally, any Non-Conformance Report (Customer MRB disposition) generated against the product must be referenced on the Certificate.
“Advanced Shipment Certification” (ASC) PCX requires certification packages be emailed to suppliercert@pcxaerosystems.com. At the discretion of PCX product delivered without a complete ASC package may be held and not processed into PCX systems until the ASC is received and approved.
The certification package will include, as applicable: material traceability, certification from all sub-tier suppliers who performed work for the product, process certifications, functional test reports, metallurgical test reports, source inspection documentation, inspection reports, critical characteristic documentation, first article inspection reports, GSI approvals, and any document that establishes conformity to the purchase order and product conformity.
6.2. Material Requirements – Supplier Procured / Manufactured
When the material used to manufacture a production component is supplied by the supplier, the supplier is responsible for ensuring that all material and process specifications meet the requirements of the engineering drawing and associated documentation. This includes insuring that all material stock size requirements are met. If the supplier is unable to procure the appropriate material or stock size, the PCX purchasing contact must be informed. Written authorization, through an amended purchase order, from PCX authorized associate must be obtained prior to procuring the material.
The supplier will ensure that the material is certified to the applicable specification number and revision. Full traceability, including transportation, will be maintained for the raw material heat/batch number. The material certification will include a statement of conformity with the name and title of the representative certifying the material to the specification requirements.
The supplier will maintain a QMS that periodically validates raw material test reports when accepting purchased material. The validation can be performed by the supplier or independent party. The supplier will ensure that raw material test samples are tested on a frequency established by the raw material supplier’s historical performance. Test results will be maintained as a quality record. PCX and PCX Customer furnished raw material is not subject to validation test requirement.

6.3. Material Requirements – Customer Supplied
When the material used to manufacture a production component is supplied by PCX or an PCX Customer, the supplier is responsible for ensuring that traceability to the material delivered is maintained for the designated order. Excess material may not be utilized to fill a new order without PCX authorization.
6.4. Standard Hardware
Aerospace Specific Hardware (i.e., AN, NS, NAS, MS), where the engineering data is not proprietary to a specific company, will be supplied to PCX with a certificate of compliance containing the following:
• Manufacturer
• Manufacturing Lot Traceability
• Date of certification
• PO Number
• Part Number as specified by the PCX PO Line Item
• Revision Level
• Conformance statement that all applicable specifications, drawings, purchase order, material and process requirements has been met.
When a specific PCX Customer requires additional documentation with the delivery, it will be noted on the PO.
6.5. Approved Source of Supply
When the drawing specifies “source controlled” or equivalent, the identified OEM supplier is responsible for informing PCX of any changes required that are not listed on the drawing. The approved source on the drawing will be responsible for ensuring that all product deviations are identified prior to shipment. Only the source identified on the drawing may manufacture the component.
The Certificate of Conformance will comply with the requirements of the above section. All requirements defined by the PO supplied flow-down may be requested PCX. No intellectual property is expected with the delivery.
7. NONCONFORMING MATERIAL
7.1. Control at Supplier
The supplier shall ensure that product which is not conforming to the product requirement is identified, segregated, and controlled through an implemented non-conforming procedure. No “Use-as-is” or “Repair” disposition is permitted without written approval from PCX Material Review Board and (where applicable) the Customer Material Review Board. The supplier shall promptly notify the PCX purchasing contact if such a disposition is required. The supplier will not perform rework on the following without written approval: Flight Safety Part (FSP) affecting a critical characteristic, Sikorsky FSP Level III, and all Columbia FSP. All rework shall be documented.
Processors that identify non-conforming product at incoming receipt will promptly notify the PCX purchasing contact of the issue. The parts will not be processed without written approval from PCX authorized personnel.
Processors and suppliers that identify non-conforming product on PCX owned property shall:
1. Identify the product with a non-conforming tag.
2. Segregated the non-conforming product from the conforming product.
3. Notify the PCX Buyer that the segregated shipment contains non-conforming product.
4. Identify the non-conforming product on the shipper and certification.
The supplier will have a quality process that is able to identify and disclose suspect non-conforming deliverables to PCX. The PCX purchasing contact will be notified promptly to ensure that suspect product can be contained prior to PCX Customer delivery.
7.2. Submitted to Material Review Board (MRB)
In the event non-conforming product is not able to be reworked, the supplier may be required to complete multiple forms for PCX and / or the End-Use Customer. This will include a completed root cause and corrective action plan that must be completed within the planned arrangements. Additional forms will be supplied by PCX quality or purchasing contact. The supplier will ensure that the MRB disposition record is supplied with the product shipment, identified on the product itself (as directed), and on the Certificate of Conformance.
8. COUNTERFEIT PARTS PROGRAM
The supplier shall prevent the use and delivery of counterfeit parts to PCX. When non-electric products are delivered to PCX, this process will conform to the requirement of SAE AS6174. When electronic products are delivered to PCX, the requirements will conform to SAE AS5553 and DFARS 252.246-7007.
9. INSPECTION by STATISTICAL METHODS
All characteristics will be inspected 100% unless a sampling plan has been approved by PCX Quality Manager or designee and is permissible for use on the applicable contract. In no case will this sampling system approval eliminate the requirement to provide 100% of the first article dimensions/features, etc.
10. REQUIREMENTS FOR THE CALIBRATION OF MEASURING AND TEST EQUIPMENT
10.1. Supplier Calibration
The supplier shall have a calibration system that meets the requirements of ISO 10012, ISO 17025, or ANSI/NCSL Z540.3.
10.2. PCX Supplied Gauges / Tooling
When PCX supplied gauges or tooling is utilized, the customer supplied items will be properly maintained to prevent handling damage. Any protective covers, guards, etc, will be maintained with the supplied item. All customer supplied gauges / tooling (including protective covers, guards, etc) will be returned to PCX when the items are not being utilized by an active PO, due for calibration, or authorized in writing.
11. FIRST ARTICLE INSPECTION
The supplier is required to maintain a QMS that satisfies the requirements of AS9102. All first article parts and assemblies shall be 100% inspected. When requested by the purchase order, the supplier is responsible for providing a First Article Inspector Report with the product certification in accordance with AS9102, Aerospace First Article Inspection Requirements, and any PCX Customer requirement. All supporting records (material certifications, process certifications, test reports, etc) will accompany the report. Additionally, a “bubbled” feature print will be provided to aid in review. For non-serialized product, the FAI piece will be tagged and identified as the piece inspected.
An Original Equipment Manufacturer (OEM) may provide evidence of previous FAI approvals if the part number and revision level has not changed. A new First Article Inspection will not be required unless the FAI does not conform to AS9102 or is specifically requested by PCX Quality.
12. FIRST PIECE
When specified on the purchase order, the first part produced at any and all operations must be inspected and accepted by PCX before production can proceed. This inspection is normally to be performed at PCX, and sufficient prior notice must be given to PCX Purchasing Department so this inspection can be scheduled. If it is not practical to transport the part to PCX, prior arrangements must be made to schedule inspection at the supplier’s facility.
First piece inspection reports will list actual values for each characteristic. The following items of information must be included, at a minimum, on all inspection reports:
• Supplier’s name
• Part number and revision (if applicable)
• Purchase order number
• Operation number (if applicable) and Revision
• Date
• Quantity (and serial numbers if serialized)
• List of characteristics inspected
• Results of inspection
• Identification of non-conformances
• Identification of person responsible for inspection results
13. FLIGHT SAFETY PARTS AND CRITICAL SAFETY ITEMS
For the information in this section, the term Critical Safety Item (CSI) and Flight Safety Part (FSP) are interchangeable. When the supplier is performing work on an FSP, the PCX Purchase Order will identify the item as a Flight Safety Part.
Supplier personnel involved with flight safety parts will be trained so that they are aware of, and fully understand, the requirements pertaining to Flight Safety Parts. This FSP Program will include requirements of frozen planning, FSP handling, critical characteristics, use of the term critical safety item, applicable requirements of QE-STD-1 and 2, etc. FSP Programs that are specific to Boeing and Sikorsky are not considered acceptable to the USG Customer. The training records will be maintained and made available to PCX upon request.
Additionally, the personnel involved in the production of FSP will be certified to the appropriate professional level as required by the applicable national standards, best commercial practices, or as contractually required. The supplier will ensure that the applicable certifications do not expire while performing work on FSP. Additionally, certification will be made available to PCX upon request.
All documentation pertaining to a FSP will be identified as “Flight Safety Part” or “Critical Safety Item”. This may be handwritten, or ink stamped but must be clearly visible.
Serial number traceability must be maintained at all times. “Loss of traceability may be cause for rejection and possible scrap.”
All critical characteristics must be 100% inspected and actual values documented by serial numbers.
Subcontracting of any manufacturing or processing operation is prohibited unless prior approval is obtained from the PCX Quality Assurance Department. “Failure to comply with this requirement may result in a rejection and possible scrap disposition.”
Serial numbers will be listed on the packing slip.
All records and documentation will be retained in accordance with the Records requirement below. Additionally, they shall be made available to PCX upon request.
14. SUPPLIER APPROVAL
Suppliers are approved per the PCX Supplier Quality Manual. PCX Quality will evaluate a supplier prior to approval. A supplier status can be requested from PCX at any time.
15. SUPPLIER ESCALATION AND DISAPPROVAL
A supplier will be escalated for issues in performance that effect: quality, responsiveness, or on-time delivery. A supplier may be disapproved if corrective action is not taken or is ineffective. PCX will notify the supplier in writing if a change in status has occurred.
For unusual circumstances, the supplier can be disapproved immediately.

16. RECORDS
Quality Records must be maintained a minimum of 10 years unless otherwise specified. Quality Records pertaining to Flight safety Parts (FSP) and Critical Safety Items (CSI) will be retained for a period of 50 years unless otherwise specified. At the end of this period, or in the event of relocation or shutdown, all records shall be offered to the PCX Purchasing Officer prior to disposal.
As requested, copies of records will be supplied with the parts, services and/or materials when shipped to PCX.

17. REVISION HISTORY
Author Approval Approval Revision
Date Change
J. Brooks M. Dumais C. Bushman M
05/17/2016 • Reformatted and revised to incorporate customer flow down requirements.
• Re-instated into flow down.
R. Sabo J. Perkins P. Robinson N
05/3/2019 • C1 – corrected email address,
• C2 – removed 3rd paragraph and 4th paragraph.
• D2 Changed 30 day to planned arraignments,
• J – removed flight safety on box,
• K – Suppliers are approved by Timken

• M – records are retained for 10 years
R. Richmond J. Perkins S. Chesney O
04/20/2022 • Document control review for formatting, verbiage, and related documents.
• Removed instances of TAT/TADS replaced with ADS
• Section 6.1 – rewrote ASC paragraph.
J. Perkins S. Chesney NA P
02/23/2023 • Replaced Timken logo/verbiage with PCX.

PCQ 1002 Supplier Quality Requirements Rev P 2-23-23 (DCN 0635) (8.4)
This proprietary document is the exclusive property of PCX. It may not be copied or used for any other purpose than those for which it was intended.

Supplier Code of Conduct

PCX Aerostructures LLC is committed to the highest standards of ethics and business conduct. As such, it is our expectation that all 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:

A. Code of Conduct
1. Competition and Antitrust Laws – Competition and antitrust laws generally prohibit conduct with competitors, suppliers or customers that constitutes unlawful restraint of trade.
2. 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.
3. 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.
4. 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.
B. 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.
C. 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.
D. 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.
E. Act with the Highest Standard of Ethics Respect PCX and Each Other
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.
F. Implementation
Adherence to this Code is the obligation of all PCX external providers. If you become aware of a situation that you believe may 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
586 Hilliard St, Manchester, CT 06042

 

PUR PRO 8.4-3.1 Supplier Code of Conduct  Rev – 3-31-23                (8.4)      (DCN 833)

This proprietary document is the exclusive property of PCX. It may not be copied or used for any other purpose than those for which it was intended.

GOVERNMENT CONTRACTS SUPPLEMENT
TO TERMS AND CONDITIONS OF PURCHASE

1. Additional Government Provisions
1.1. Where PCX Aerosystems – Manchester, LLC. (“PCX”) purchase order indicates that the Products or Services furnished under the Agreement are for use in connection with a U.S. Government prime contract (“Prime Contract”) or subcontract (“Subcontract”), the provisions of this Government Contracts Supplement (“Supplement”) (as amended from time to time) shall also apply, as well as any other applicable clauses or terms and conditions from the Prime Contract or Subcontract, all of which are incorporated by reference. Seller shall periodically check with the buyer for changes. Except as otherwise provided in Section 5.4 below, in the event of any conflict between any term in this Supplement and any other term contained in the Agreement, the terms of this Supplement will be controlling. Capitalized terms not defined herein shall have the meaning given in the PCX General Terms and Conditions of Purchase.
1.2. Seller shall include in all subcontracts and purchase orders that it issues, any clause that by its terms is required to be included in lower-tier subcontracts and purchase orders. Seller shall indemnify and hold PCX harmless to the full extent of any loss, damage or expense resulting from Seller’s failure to include a required clause in its subcontracts and purchase orders.
2. Export Controls
2.1. Seller shall comply with the Export Administration Regulations and the International Traffic in Arms Regulations (“ITAR”). Any violation of such regulations related to items generated or accessed in the performance of a Prime Contract or Subcontract shall constitute a material breach of the Agreement. Further, the following terms and conditions apply to the Agreement, where: (i) Seller is providing a defense article or a defense service (as defined below) to PCX; or (ii) PCX is providing a defense article or a defense service to Seller (usually in the form of controlled information, technical data, or technical assistance).
2.2. Definitions. The following definitions are provided for convenience. Consult the applicable statute or regulations for the legal definition of these terms.
2.2.1. The “Arms Export Control Act” (“AECA”) is a U.S. statute that gives the President of the U.S. the authority to control the export and the import of defense articles and defense services.
2.2.2. A “defense article” is any item or technical data on the U.S. Munitions List. Generally, this includes any item designed or modified for a military application.
2.2.3. A “defense service” includes furnishing assistance to a Foreign Person regarding a defense article, furnishing technical data (which is on the U.S. Munitions List) to a Foreign Person, and providing military training to Foreign Persons.
2.2.4. The “Directorate of Defense Trade Controls” (“DDTC”), Bureau of Political-Military Affairs, U.S. Department of State is the agency that administers the ITAR.
2.2.5. An “Empowered Official” is a U.S. citizen or person admitted for permanent residence (i.e., “green card” holder), who is responsible for Seller’s export compliance under the AECA and ITAR, and who has the independent authority to stop or suspend exports, if same would violate the law.
2.2.6. An “export” includes (but is not limited to): sending a defense article out of the U.S. or transferring a defense article to a foreign government embassy or mission in the U.S.; disclosing or transferring technical data (on the U.S. Munitions List) to a Foreign Person, even if that Foreign Person is in the U.S.; and performing a defense service for a Foreign Person, even if in the U.S.
2.2.7. “Foreign Person” is an individual who is not a lawful permanent resident of the U.S. (such as a U.S. citizen or “green card” holder) and is not a protected individual under U.S. law (e.g., individual granted political asylum). Foreign Person also includes foreign corporations, partnerships, and entities, i.e., those not incorporated or organized to do business in U.S. A U.S. citizen who is an employee of a foreign corporation is considered a Foreign Person, even though he or she is a U.S. citizen.
2.2.8. The “International Traffic in Arms Regulations” (“ITAR”) are the regulations that implement the AECA.
2.2.9. A “Technical Assistance Agreement” (“TAA”) is an agreement for the performance of defense services or disclosure of technical data, but which cannot be used to transfer or disclose production rights or manufacturing know-how.
2.2.10. A “Technology Control Plan” (“TCP”) is a procedure to control access to sensitive technology by Foreign Persons. A sample TCP can be provided to Seller by PCX, upon request.
2.2.11. The “U.S. Munitions List” (“USML”) is a list of articles, services, and related technical data, designated as defense articles and defense services by the U.S. The USML is at Section 121.1 of the ITAR.
2.3. General Requirements for Seller’s Business:
2.3.1. Seller’s Empowered Official shall sign the subcontractor certification attached hereto as Appendix 1 and shall deliver it to PCX’s sourcing representative. Seller shall provide re-certifications from time to time upon PCX’s request.
2.3.2. Seller agrees to include the terms of this Section 2 in any contract with any of Seller’s subcontractors or other agents involved in Seller’s work for PCX. Specifically, prior to engagement of Seller’s subcontractors, Seller shall obtain and deliver to PCX the certification attached as Appendix 1, whenever: (i) Seller’s subcontractor is providing a defense article or a defense service to Seller; or (ii) Seller is providing a defense article or a defense service to Seller’s subcontractor.
2.3.3. PCX has the right to enter Seller’s premises or other locations where Seller’s work for PCX is being done (including the premises of Seller’s subcontractor), with reasonable advance notice, during normal business hours or other reasonable times, to audit (including making copies of) Seller’s records to confirm compliance with this Section 2 including the certification by the Empowered Official. Seller shall allow (or arrange with Seller’s subcontractor) access to such facilities and cooperate fully (or arrange Seller’s subcontractor’s full cooperation) with PCX. If Seller (or its subcontractor) is not in compliance, Seller shall pay the reasonable attorneys’ fees and costs associated with the audit and any resulting disclosure to DDTC.
2.4. If Seller is providing defense articles to PCX:
2.4.1. Seller’s invoice, packing slip, and other documents related to any defense articles for PCX shall clearly state that the shipment contains defense articles.
2.4.2. If Seller exports defense articles at PCX’s request or on PCX’s behalf, where PCX is shown as the exporter of record, Seller must notify PCX a reasonable time prior to export and receive written authorization from PCX, before Seller exports. Seller shall then provide PCX with a copy of the Electronic Export Information filed with the U.S. Department of Census’ Automated Export System, together with a copy of the appropriate export license from DDTC.
2.5. If Seller is providing defense services to PCX:
2.5.1. If Seller does not have a PCX -approved TAA covering the intended defense services, Seller shall notify PCX in writing before beginning the provision of any defense services for PCX.
2.5.2. Seller shall not export any defense services on PCX’s behalf or in PCX’s name, without prior written authorization by PCX and an approved TAA in place.
2.6. Seller shall indemnify and hold PCX harmless against any loss, cost or damage suffered by PCX arising out of Seller’s violation of, or failure to comply with, the export control laws referenced in this Section 2, or Seller’s failure to comply with the obligations set forth in this Section 2.
3. Orders for Commercial Items
If PCX has determined that the Products being supplied by Seller under this order meet the definition of “commercial item” under FAR 2.101, then only the clauses marked with an asterisk (*) in Sections 4, 5 and 6 below will apply to this order.
4. Certifications
Seller, by accepting PCX’s purchase order, hereby certifies compliance with the following clauses and shall indemnify and hold PCX’s harmless from and against any loss, damage, liability, or expense resulting from any failure of Seller or Seller’s lower-tier subcontractors or vendors to provide accurate certifications:
4.1. 52.225-20 Prohibition on Conducting Restricted Business Operations in Sudan – Certification (Jun 2008)
4.2. If the value of this order exceeds $10,000:
52.219-1 Small Business Programs Representations (Apr 2002)
52.219-22 Small Disadvantaged Business Status (Oct 1999)
52.222-22 Previous Contracts and Compliance Reports (Feb 1999)
4.3. If the value of this order exceeds $25,000:
*52.209-5 Certification Regarding Debarment, Suspension, Proposed Debarment, and Other Responsibility Matters (May 2008)
4.4. If the value of this order exceeds $100,000:
52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Sep 2007) 52.204-5 Women-Owned Business (Other Than Small Business) (May 1999)
52.223-13 Certification of Toxic Chemical Release Reporting (Oct 2000)
5. Equal Opportunity
PCX and its subcontractor(s) shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

6. Additional Government Clauses
6.1. As used herein, “FAR” shall mean the Federal Acquisition Regulation, and “DFARS” shall mean the Defense Federal Acquisition Regulation Supplement.
6.2. The FAR/DFARS Clauses set forth on the following pages are hereby “flowed down” from the applicable Prime Contract or Subcontract and are incorporated by reference with the same force and effect as if they were given in full text. Referenced clauses shall apply to Seller in such a manner as is necessary to reflect the position of Seller as a subcontractor to PCX, and the obligations of the Contractor to the Government as provided in these clauses shall be deemed to be the obligations of Seller to PCX. However, wherever the clauses include a requirement for the settlement of disputes between the parties in accordance with the “Disputes” clause, the dispute shall be disposed of in accordance with the Governing Law and Venue clause of the Agreement, as applicable, and not the Prime Contract or Subcontract.
6.3. Where necessary to make the context of these provisions applicable to this Agreement, the term “Government” and equivalent phrases shall mean PCX, the term “Contractor” shall mean Seller, the term “Contract” shall mean this Agreement, and the terms “Contracting Officer” and equivalent phrases shall mean PCX’s contractual representative, except in those instances where regulations or sense of the clause dictate otherwise, or as otherwise specified below. Rights of inspection and audit of Seller’s books and records provided in the clauses below, are, however, reserved exclusively to the Government.
6.4. The effective version of each FAR and DFARS clause shall be the same version as that which appears in the Prime Contract or Subcontract. Unless the specific FAR/DFARS clause referenced below is mandatory by law, statute, or regulation, in cases of inconsistency between any other provision of this Agreement and a referenced clause, the other provision of this Agreement shall be controlling.
6.5. Seller shall indemnify and hold PCX harmless from and against any loss, damage, liability, or expense caused by any failure of Seller or Seller’s lower-tier subcontractors or vendors to comply with any of the requirements of the applicable FAR and DFARS clauses.
6.6. Seller acknowledges that PCX may flow down to Seller other agency (e.g., DOE, NASA) supplement contract clauses as applicable. Seller shall comply with such other agency clauses that PCX incorporates by reference in its purchase order or other document provided to Seller.

The following FAR clauses are incorporated by reference as applicable unless otherwise stated on the face of PCX’s purchase order:

FAR Clause Title and date Applies to
52.202-1 Definitions (Jul 2004) All orders
52.203-2 Certificate of Independent Price Determination (Apr 1985) All orders
52.203-3 Gratuities (Apr 1984) All orders
52.203-5 Covenant Against Contingent Fees (Apr 1984) All orders
52.203-6 Restrictions on Subcontractor Sales to the Government (Sep 2006) Orders over $100,000
52.203-7 Anti-Kickback Procedures (Jul 1995) Orders over $100,000 (but delete paragraph (c)(1))
52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (Jan 1997) All orders
52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (Jan 1997) All orders
52.203-12 Limitation on Payments to Influence Certain Federal Transactions (Sep 2007) Orders over $100,000
52.203-13 Contractor Code of Business Ethics and Conduct (Apr 2010) Orders over $5 million having a performance period of more than 120 days (all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.)
52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (JUN 2010) All orders funded under the Recovery Act.
52.203-14 Display of Hotline Poster(s) (Dec 2007) Orders over $5 million except when the order is for commercial items or is to be performed entirely outside the U.S.
52.204-2 Security Requirements (Aug 1996) Orders involving access to classified information. In paragraph (c) do not replace “Government” with “Buyer”.
52.211-5 Material Requirements (Aug 2000) All orders
52.211-15 *Defense Priority and Allocation Requirements (Apr 2008) Orders bearing an indication that it is a DPAS rated order
52.211-17 Delivery of Excess Quantities (Sep 1989) All orders
52.215-2 Audit and Records – Negotiation (Mar 2009) Orders meeting the criteria stated in this clause. Seller shall be required to submit proprietary information only to the Government or a third party auditor.
52.215-10 Price Reduction for Defective Cost or Pricing Data (Oct 1997) Orders over $650,000 that do not qualify for an exception from cost or pricing data
52.215-11 Price Reduction for Defective Cost or Pricing Data — Modifications (Oct 1997) Orders over $650,000 that do not qualify for an exception from cost or pricing data
52.215-12 Subcontractor Cost or Pricing Data (Oct 1997) Orders over $650,000 that do not qualify for an exception from cost or pricing data
52.215-13 Subcontractor Cost or Pricing Data – Modifications (Oct 1997) Orders over $650,000 that do not qualify for an exception from cost or pricing data
52.215-14 Integrity of Unit Prices (Oct 1997) Orders over $10,000 but paragraph (b) is deleted)
52.215-15 Pension Adjustments and Asset Reversions (Oct 2004) Orders for which cost, and pricing data are required or for which any pre-award or post-award cost determinations will be subject to FAR Part 31
52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (Jul 2005) Orders for which cost, and pricing data are required or for which any pre-award or post-award cost determinations will be subject to FAR Part 31
52-215-19 Notification of Ownership Changes (Oct 1997) Orders for which cost, and pricing data are required or for which any pre-award or post-award cost determinations will be subject to FAR Subpart 31.2
52.215-20 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data (Oct 1997) All orders unless otherwise exempt
52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data – Modifications (Oct 1997) All orders unless otherwise exempt
52.219-8 *Utilization of Small Business Concerns (May 2004) All orders. Orders over $650,000 must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities. Does not apply to small businesses.
52.219-9 Small Business Subcontracting Plan (Jul 2010) Orders over $550,000. Does not apply to small businesses.
52.222-1 Notice to the Government of Labor Disputes (Feb 1997) All orders
52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation (Jul 2005) Orders over $100,000
52.222-19 Child Labor – Cooperation with Authorities and Remedies (Jul 2010) All orders
52.222-20 Walsh-Healey Public Contracts Act (Dec 1996) Orders over $10,000
52.222-21 Prohibition of Segregated Facilities (Feb 1999) All orders
52.222-26 *Equal Opportunity (Mar 2007) All orders
52.222-35 *Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006) Orders over $100,000 except when work is performed outside the U.S. by employees recruited outside the U.S.
52.222-36 *Affirmative Action for Workers with Disabilities (Oct 2010) Orders over $15,000 except when performance of the work and the recruitment of workers will occur outside the United States, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.
52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006) Orders over $100,000
52.222-40 Notification of Employee Rights Under the National Labor Relations Act Orders over $100,000
52.222-41 Service Contract Act of 1965 (Nov 2007) All orders
52.222-50 Combating Trafficking in Persons (Aug 2007) All orders
52.222-54 Employment Eligibility Verification (Jan 2009) Orders for services or for construction having a value of $3,000 or more and which are to be performed in the U.S.
52.223-3 Hazardous Material Identification and Material Safety Data (Jan 1997) and Alternate I All orders
52.223-7 Notice of Radioactive Materials (Jan 1997) All orders
52.223-11 Ozone-Depleting Substances (May 2001) All orders
52.223-14 Toxic Chemical Release Reporting (Aug 2003) Orders over $100,000
52.225-1 Buy American Act – Supplies (Feb 2009) Orders for items that will be delivered as end items to the U.S. Government
52.225-2 Buy American Act Certificate (Feb 2009) Orders for items that will be delivered as end items to the U.S. Government
52.225-8 Duty-Free Entry (Feb 2000) All orders
52.225-13 Restrictions on Certain Foreign Purchases (Jun 2008) All orders
52.227-1 Authorization and Consent (Dec 2007) All orders
52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Dec 2007) Orders over $100,000
52.227-9 Refund of Royalties (Apr 1984) Orders in which the amount of royalties reported by Seller during negotiation exceeds $250
52.227-10 Filing of Patent Applications – Classified Subject Matter (Dec 2007) All orders
52.227-11 Patent Rights – Ownership by the Contractor (Dec 2007) All orders to a small business concern or nonprofit organization for experimental, development and research (references to the Government are not changed; Seller has all rights and obligations of the Contractor in this clause)
52.227-13 Patent Rights — Ownership by the Government (Dec 2007) All orders for experimental, developmental, or research work; and with other than small business concern, nonprofit organization, or domestic concern. Clause then applies only to any work of this order to be performed outside U.S. (references to the Government are not changed; Seller has all rights and obligations of the Contractor in this clause)
52.227-14 Rights in Data – General (Dec 2007) Orders placed under a Government contract or subcontract other than DoD, NASA or DOE contracts and subcontracts
52.227-16 Additional Data Requirements (Jun 1987) Orders placed under a Government contract or subcontract other than DoD, NASA or DOE contracts and subcontracts
52.229-3 Federal, State and Local Taxes (Apr 2003) All orders
52.233-3 Protest after Award (Aug 1996) All orders
52.234-1 Industrial Resources Developed Under Defense Production Act Title III (Dec 1994) All orders
52.242-13 Bankruptcy (Jul 1995) All orders
52.242-15 Stop-Work Order (Aug 1989) All orders
52.242-17 Government Delay of Work (Apr 1984) All orders
52.243-1 Changes–Fixed Price (Aug 1987) All orders
52.243-6 Change Order Accounting (Apr 1984) All orders
52.244-5 Competition in Subcontracting (Dec 1996) All orders
52.244-6 Subcontracts for Commercial Items (Mar 2007) All orders
52.245-1 Government Property (Aug 2010) All orders. “Government” means “Government” and/or “Buyer”. The second sentence of paragraph (i) is changed to read: “However, neither the Government nor the Buyer shall be liable . . .”
52.246-2 Inspection of Supplies–Fixed Price (Aug 1996) All orders
52.246-16 Responsibility for Supplies (Apr 1984) All orders
52.247-63 Preference for U.S.-Flag Air Carriers (June 2003) All orders
52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) and Alternate I All orders
52.248-1 Value Engineering (Feb 2000) Orders over $100,000
52.249-2 Termination for Convenience of the Government (Fixed-Price) (May 2004) All orders

The following DFARS clauses are incorporated by reference as applicable if PCX’s purchase order is placed under a Prime Contract or Subcontract with a component of the Department of Defense:

DFARS Clause Title and Date Applies to
252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (Dec 2008) Orders over $100,000
252.204-7000 Disclosure of Information (Dec 1991) All orders
252.204-7008 Export-Controlled Items (Apr 2010) All orders
252.204-7012 *Safeguarding Covered Defense Information and Cyber Incident Reporting (Dec 2019) All orders
252.208-7000 Intent to Furnish Precious Metals as Government- Furnished Material (Dec 1991) All orders
252.209-7001 Disclosure of Ownership or Control by the Government of a Terrorist Country (Jan 2009) All orders
252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Terrorist Country (Dec 2006) All orders
252.211-7000 Acquisition Streamlining (Dec 1991) Orders over $1 million
252-219-7003 *Small Business Subcontracting Plan (DoD contracts) (Apr 2007) Orders over $550,000. Does not apply to small businesses.
252.211-7003 Item Identification and Valuation (Aug 2008) All orders for items requiring unique item identification
252.223-7001 Hazard Warning Labels (Dec 1991) All orders
252.225-7001 Buy American Act and Balance of Payments Program (Jan 2009) In lieu of FAR 52.225-1 if that clause would otherwise apply
252.225-7002 Qualifying Country Sources as Subcontractors (Apr 2003) All orders that include one of the following clauses:
(i) 252.225-7001, Buy American Act and Balance of Payments Program.
(ii) 252.225-7021, Trade Agreements.
252.225-7036, Buy American Act—Free Trade Agreements— Balance of Payments Program.
252.225-7007 Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies
(Sep 2006)
All orders for items covered by the U.S. Munitions List
252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals (Jul 2009) All orders under Prime Contracts entered into after July 29, 2009
252.225-7013 Duty-Free Entry (Dec 2009) All orders
252.225-7014 *Preference for Domestic Specialty Metals and Alternate I (Apr 2003) All orders under Prime Contracts entered into prior to July 29, 2009
252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (Mar 2006) All orders
252.225-7025 Restriction on Acquisition of Forgings (Dec 2009) Orders for forging items or products that contain forging items
252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns Orders over $500,000
252.227-7013 Rights in Technical Data – Noncommercial Items (Nov 1995) Orders requiring the delivery of technical data for a noncommercial item, component, or process
252.227-7015 *Technical Data – Commercial Items (Nov 1995) Orders requiring the delivery of technical data for a commercial item, component, or process
252.227-7016 Rights in Bid or Proposal Information (Jun 1995) All orders
252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions (Jun 1995) Orders requiring the delivery of technical data or software
252.227-7019 Validation of Asserted Restrictions – Computer Software (Jun 1995) Orders requiring the delivery of software
252.227-7025 Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends (Jun 1995) Orders for which the Government or PCX has provided Seller with technical data or software that is marked with another contractor’s restrictive legend
252.227-7026 Deferred Delivery of Technical Data or Computer Software (Apr 1988) Orders requiring the delivery of technical data or software
252.227-7027 Deferred Ordering of Technical Data or Computer Software (Apr 1988) Orders requiring the delivery of technical data or software
252.227-7030 Technical Data – Withholding of Payment (Mar 2000) Orders requiring the delivery of technical data
252.227-7037 Validation of Restrictive Markings on Technical Data Orders requiring the delivery of technical data, except orders for commercial items or commercial components
252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch (Dec 1991) All orders
252.231-7000 Supplemental Cost Principles (Dec 1991) All orders
252.236-7013 Requirement for Competition Opportunity for American Steel Producers, Fabricators, and Manufacturers (Jan 2009) All orders
252.243-7001 Pricing of Contract Modifications (Dec 1991) All orders
252.243-7002 *Requests for Equitable Adjustment (Mar 1998) Orders over $100,000
252.244-7000 Subcontracts for Commercial Items and Commercial Components (DOD Contracts) (Aug 2009) All orders
252.246-7001 Warranty of Data and Alternate 1 (Dec 1991) All orders
252.246-7003 Notification of Potential Safety Issues (Jan 2007) All orders
252.247-7023 *Transportation of Supplies by Sea (May 2002) Alternate III May 2002 Orders over $100,000
252.247-7024 *Notification of Transportation of Supplies by Sea (Mar 2000) Orders over $100,000
252.249-7002 Notification of Anticipated Contract Termination or Reduction (Dec 2006) Orders over $550,000 when PCX is the prime contractor, and orders over $100,000 when PCX is a first-tier subcontractor (substitute “PCX” for “Contracting Officer” throughout; modify paragraph (d)(1) to read “[P]rovide notice of the proposed termination or reduction to each subcontractor with a subcontract of $100,000 or more under the program . . .”

PCX Aerosystems remains a diversified, global supplier of precision machining, Flight Critical mechanical assemblies, transmissions, gearboxes, shafts, housings, precision hollow components, structural airframe assemblies, Composite Wrapped Fuel Tanks, Landing Gear, High Pressure Propellant Tanks and Specialty Composites. As a leading provider aerospace manufacturing, highly focused on meeting the rigorous demands of today’s leading OEM’s. Yielding a proven track record of solid quality and delivery performance, PCX remains innovative, forward-thinking and committed to solving today’s critical manufacturing needs.

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