Newington

Quality — Newington, CT

AS9110C

AS9100D

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Quality Clauses – Newington, CT

PCX Aerosystems Newington LLC
300 Fenn Road
Newington, CT 06111 USA
Phone: 860.666.2471

PCX Aerostructures, LLC Quality Notes
Supplier Quality Assurance Requirements

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Quality Clauses
REVISION 42 – JULY 24, 2023

PCX Aerosystems Newington LLC

General Quality Clause

1.All special processes required by the Purchase Order must be performed by sources that are approved by the prime customer, and to the latest revision of the applicable process specification.

2.As applicable, copies of all material, processing, and test certifications must accompany each shipment of parts if required by the engineering drawing, blueprint, applicable specification or the Purchase Order.

3.Originals or Copies of chemical and physical analysis certifications must accompany each shipment of parts for all supplier purchased material, PCX Aerostructures PO, job number and/or reference number must be noted on each certification.

4.Parts must be inspected and accepted by the supplier.

5.All parts with a non-conformance to the drawing requirements must be tagged with the discrepancy. The packing slip should note the discrepancy along with the numbers discrepant (including affected Serials Numbers if applicable). Nonconforming product cannot be shipped to PCX Aerostructures without written authorization from PCX Aerostructures Purchasing Department personnel.

6.First Article Inspection per latest revision of AS9102 is required for 1) first time production, 2) equipment, tooling, process or die changes that may affect form, fit or function, or 3) if there has been a 2 year production break. The FAI shall be performed by the supplier for each dash number. The FAI report shall indicate the actual measurement of each characteristic on the drawing, parts list and Op sheet (if applicable). The preferred FAI format is AS9102. An amended FAI report containing the measurements of the dimensions affected, is required for any changes as directed by AS9102. Also see Q-Note 50 regarding process changes.

7.During the performance of this Purchase Order PCX Aerostructures, its customer and/or regulatory agencies, have the right of access to the supplier’s facility and their sub-tier supplier’s facilities, in order to determine and verify product quality, records, processes and material. PCX Aerostructures’ acceptance of a process or product does not absolve the supplier of the responsibility to provide acceptable product, nor does it preclude subsequent rejection by our customer.

8.All parts must be protected against damage and corrosion during delivery and performance utilizing standard commercial packaging procedures, except where a contract specific packaging requirement is identified in the purchase order.

9.The supplier must ensure that materials utilized in the performance of this order (whether customer, PCX Aerostructures or supplier furnished), are segregated and controlled to ensure traceability and prevent intermingling with other materials.

10.If applicable, assigned serial numbers shall be maintained throughout all manufacturing cycles and shall be identified on both the parts and all documentation provided

11.For all close tolerance holes (.0015″ or less) GO and NO GO gauging techniques are not acceptable. Inspection equipment utilized must have the capability to attain a measurement of 10% of tolerance being inspected, e.g. dial bore or air gauging. (Reference ANSI/NCSL-Z540-1-1994 and ISO-10012).

12.Suppliers of Bell Helicopter raw material must use domestic milled material.

13.Parts requiring bushing installation per BAC 5435 must comply with BAC-5435, PSD #6-34 (Sealant Installation of Bushings).

14.Performance on this order is subject to BOEING D6-82479 requirements if either the Engineering Drawing of the supplied Operation sheet requires a key or critical characteristic.

15.If a designated part (Ref: D6-1276/D36002). A forging manufacturing plan must be written per applicable specification(s) and submitted for Boeing approval prior to fabrication of production forgings. Certifications for first and subsequent lots of production forgings shall indicate the Boeing approval memo number for the particular forging part/dash number produced.

16.Supplier to maintain a Foreign Object Elimination (FOE) / Foreign Object Damage (FOD) Program, in accordance with AS9146 and NAS412, adequate for the process, product or service being performed under the requirements of this PO.

17.This is an F-18 part. When NDT is required, the source performing such inspection must have a written NDT procedure that has been approved by the prime customer. Certifications supplied must indicate customer approval.

18.Supplier must flow down requirement for raw material supplier to be approved by the prime customer as applicable.

19.Purchase orders for Standard Hardware of assemblies that include Standard hardware (i.e., BAC, AN, NAS, STM, MIL, etc.) are to be satisfied with material of the latest specification revision level in effect and must comply with all obsolescence/supersede criteria when applicable.

20.Items on this Purchase Order are for Boeing Chinook CH-47 Aircraft and must comply with all Boeing Philadelphia engineering and quality requirements, including D-590 and D1-4426 specifications for this particular item(s) ordered. Processer must be, and/or use D1-4426 sources and flow down the requirements of D1-4426 to any sub-tiers.

21.In compliance with EPA regulations, supplier must submit a yearly letter of disclosure stating, either positive or negatively, whether or not ozone depleting substances have been used in the performance of the Purchase Order. Any positive statements must name the substance(s) used, all well as the specific items they were used to manufacture.

22.Items on this Purchase order are for Sikorsky Aircraft use and must be controlled and labeled/marked per applicable Sikorsky Aircraft requirements.

23.Original Manufacturer’s Certification is required from a Qualified Products List Approved Source.

24.Supplier is to machine 100% complete LESS the processing and finishing to the B/P and the P/L revision levels called out below and to the Revision maintenance records enclosed.

25.Supplier is to machine 100% complete INCLUDING the processing and finishing to the B/P and the P/L revision levels called out below and to the Revision maintenance records enclosed.

26.Part number and grain direction are to be clearly marked on all material if required by the scope of this PO.

27.Confirm in writing. Do not duplicate. Inspection Required.

28.Vendor to supply all raw material and certifications. Requests to use alternate material must be submitted to the buyer, in writing, and contain specifics as to EACH end customer material requirement that will not be met. Vendor shall not proceed with manufacture unless directed by the buyer in writing.

29.Material should be skidded/boxed/packaged separately by Part Number. Do not co-mingle material. If the material is co-mingled by the supplier, PCX Aerostructures will debit the supplier for PCX Aerostructures labor to separate the material.

30.Parts must comply with the requirements of DFARS 252.225.7012, “Preference for certain domestic commodities” and DFARS 252.225.7015 “Restriction on acquisition of hand or measuring tools,” DFARS 252.225-7009 “Restriction on Acquisition on certain articles containing specialty metals”, and if the purchase order is for forging material, DFARS 252.225-7025 “Restriction on Acquisition of Forgings.”

31.The supplier shall maintain a Quality Management System that is compliant to ISO 9001, AS9110 or AS9100. Suppliers who do not meet this requirement must have written authorization from PCX Aerostructures to deliver product.

32.Supplier must submit a Certificate of Conformance summarizing all processes and test performed on the parts, along with the name of each facility utilized.

33.Supplier shall manufacture inspection aids per this Purchase Order. Configuration is to be coordinated with PCX Aerostructures. PCX reserves the right to inspect and verify all inspection aids prior to supplier part fabrication. All inspection aids must be delivered with the final part shipment.

34.If a retention period for quality records, certifications and documentation is not specified in a prime contract requirement, these records must be maintained for a period of 50 years after final payment of this purchase order. After this time, the supplier shall not destroy such records without giving PCX Aerostructures ninety days advance written notice.

35.Material consigned to the supplier may not be substituted by any other material to complete the order requirements. If an item is scrapped in excess of the scrap allowance, it is the supplier’s responsibility to immediately notify the PCX Aerostructures buyer in writing, otherwise the supplier may have to run a small lot. The supplier will be liable for the replacement costs, and accountable for all material consigned.

36.Upon receipt of a drawing from PCX Aerostructures, it is the supplier’s responsibility to thoroughly review and understand the drawing geometric tolerance symbols, and to be capable to comply with the requirements prior to manufacturing. Technical questions shall be submitted to the PCX Aerostructures buyer in writing.

37.This Purchase Order requires SPC to be performed by the supplier.

38.Suppliers will be notified when acceptable quality ratings are not met for 2 consecutive periods. If, after 90 days, no improvement is made, the supplier will be removed from the PCX Aerostructures ASL.

39.Government Source Inspection is required.

40.Customer Source Inspection is required.

41.A PCX Aerostructures First Piece Inspection is required. The supplier must advise the PCX Aerostructures Quality department with 24-hour Advance Notice of part coming due for inspection. Acceptance by PCX Aerostructures does not release the supplier of any liability to manufacture the part to the specifications, drawings or Purchase order requirements.

42.BOEING MESA Standard Q-Note – Production: Items on this purchase order are for the Boeing AH-64 Apache program. Quality records must be maintained, and be accessible within a reasonable time, for 40 years after completion of this Purchase Order. Boeing document EPB17-119 applies. If BAC specifications apply, refer to Boeing document D1-4426 for PSD’s and Certify to PSD’s that are applicable. Certification must contain Material Control (MC) number (for raw material only). Export Control Classification Numbers (ECCN’s), if applicable, are contained in the text of this PO. If a Government Contract Number is stipulated in your PCX purchase order, Boeing’s FAR/DFAR and Customer Contract Requirements (CCR) are incorporated herein by reference to these terms and conditions and are posted on Boeing’s public Supplier Website. Refer to Boeing BDS Terms and Conditions clauses H202 and H204 for additional DFRAS requirements.The following link can be used to locate Boeing’s FAR/DFAR and CCR flow-down requirements: http://www.boeingsuppliers.com/idscommon/ccr/contracts.htm
Look up the Government contract number located in the PO and select the latest date. These requirements apply to all components on the PO.

43.BOEING MESA Standard Q-Note – O&R: Items on this purchase order are for the Boeing AH-64 Apache program. Quality records must be maintained, and be accessible within a reasonable time, for 40 years after completion of this Purchase Order. Boeing document DE-STD-2 applies. Refer to Boeing document D1-4426 for special processing. Certification must contain Material Control (MC) number (for raw material only). Export Control Classification Numbers (ECCN’s), if applicable, are contained in the text of this PO. If a Government Contract Number is stipulated in your PCX purchase order, Boeing’s FAR/DFAR and Customer Contract Requirements (CCR) are incorporated herein by reference to these terms and conditions and are posted on Boeing’s public Supplier Website. Refer to Boeing BDS Terms and Conditions clauses H202 and H204 for additional DFRAS requirements. The following link can be used to locate Boeing’s FAR/DFAR and CCR flow-down requirements: http://www.boeingsuppliers.com/idscommon/ccr/contracts.htm Look up the Government contract number located in the PO and select the latest date. These requirements apply to all components on the PO.

44.BOEING Philadelphia Standard Q-Note – Production: Items on this purchase order are for the Boeing CH-47 program. Quality records must be maintained, and be accessible within a reasonable time, for 50 years after completion of this Purchase Order. If BAC specifications apply, refer to Boeing document D1-4426 for PSD’s and Certify to PSD’s that are applicable. Export Control Classification Numbers (ECCN’s), if applicable, are contained in the text of this PO. If a Government Contract Number is stipulated in your PCX purchase order, Boeing’s FAR/DFAR and Customer Contract Requirements (CCR) are incorporated herein by reference to these terms and conditions and are posted on Boeing’s public Supplier Website. Refer to Boeing BDS Terms and Conditions clauses H202 and H204 for additional DFRAS requirements. The following link can be used to locate Boeing’s FAR/DFAR and CCR flow-down requirements: http://www.boeingsuppliers.com/idscommon/ccr/contracts.htm Look up the Government contract number located in the PO and select the latest date. These requirements apply to all components on the PO.

45.BOEING Philadelphia Standard Q-Note – O&R: Items on this purchase order are for the Boeing CH-47 program. Quality records must be maintained, and be accessible within a reasonable time, for 50 years after completion of this Purchase Order. If BAC specifications apply, refer to Boeing document D1-4426 for PSD’s and Certify to PSD’s that are applicable. Export Control Classification Numbers (ECCN’s), if applicable, are contained in the text of this PO. If a Government Contract Number is stipulated in your PCX purchase order, Boeing’s FAR/DFAR and Customer Contract Requirements (CCR) are incorporated herein by reference to these terms and conditions and are posted on Boeing’s public Supplier Website. Refer to Boeing BDS Terms and Conditions clauses H202 and H204 for additional DFRAS requirements. The following link can be used to locate Boeing’s FAR/DFAR and CCR flow-down requirements: http://www.boeingsuppliers.com/idscommon/ccr/contracts.htm Look up the Government contract number located in the PO and select the latest date. These requirements apply to all components on the PO.

46.DoD/AMCOM Standard Q-Note – Production: Quality records must be maintained, and be accessible within a reasonable time, for 25 years after completion of this Purchase Order. DoD document QE-STD-1 applies. If BAC specifications apply, refer to Boeing document D1-4426 for PSD’s and Certify to PSD’s that are applicable.

47.DoD/AMCOM Standard Q-Note – O&R: Quality records must be maintained, and be accessible within a reasonable time, for 25 years after completion of this Purchase Order. DoD document QE-STD-2 applies. If BAC specifications apply, refer to Boeing document D1-4426 for PSD’s and Certify to PSD’s that are applicable.

48. Sikorsky Standard Q-Note: Quality records must be maintained, and be accessible within a reasonable time, for 40 years after completion of this Purchase Order. Sikorsky documents SSQR-01 and SA908S apply. Certification must state “Parts and/or services are destined for Sikorsky Aircraft”. No design changes (Class 1 or Class2) of any kind are allowed without PCX and Sikorsky concurrence.

49.Columbia Standard Q-Note: Quality records must be maintained, and be accessible within a reasonable time, for 50 years after completion of this Purchase Order. Columbia document CHI-M-1336 applies.

50.GENERAL QUALITY REQUIREMENTS (REVISED 09/19/2018): Compliance with AS9100 OR ISO 9001 (latest revisions) is required; Compliance ANS/ISO/IEC 17025:2005/2006 or ISO 10012, latest revision is required; All certifications must include Purchase Order Number, Part Number(s), Part Number Revision(s), Serial Number(s), Operation Number(s), Specification(s) and Revision Level(s), Amendments (and PSD’s if applicable), an Authorized signature and typed name and title of signatory. Certifications must also include supplier’s approved plan title, number and revision/date as applicable. For Raw Material (Boeing Mesa only) a Material Control (M/C) Number is also required; These PO requirements must be flowed down to all sub-tier suppliers as applicable. All suppliers / sub-tier suppliers performing “special processes” requiring OEM/Prime approval must be on the OEM/Prime’s “Approved Source/Supplier List” for that process at the time the material is processed. Supplier shall notify PCX Aerostructures Purchasing IN WRITING for approval of changes in product and/or processes; Supplier must have written authorization from PCX Aerostructures Purchasing prior to making any changes to product and/or processes; Supplier shall notify PCX Aerostructures Purchasing IN WRITING when a delivered product and/or affecting process nonconformance is discovered or suspected (including suspect counterfeit parts); Nonconforming product cannot be shipped to PCX Aerostructures without written authorization from PCX Aerostructures Purchasing PCX Aerostructures, its customer’s and regulatory authorities retain the right of access to all facilities involved in this order and all applicable records; Quality documentation records and certifications must be maintained for a period of 50 years after final payment of this PO. After this time period the supplier shall not destroy such records without giving PCX Aerostructures Purchasing and Quality ninety days written notice and receive approval for the destruction of records. IF BAC Specifications apply: refer to Boeing document D1-4426 for PSD’s and certify to PSD’s that are applicable. If Sikorsky part the certification must state “Parts and/or services are destined for Sikorsky Aircraft”. If supplier uses Boeing/Government supplied tooling in the performance of this PO, Boeing document D950-11059, SEC. 9 APPLIES.

51.Flight Safety Part: If this is a Critical or Flight Safety Part – Supplier must submit manufacturing plan and associated traveler to PCX Aerostructures Engineering for approval. The supplier’s original plan and traveler cannot be updated/changed and used to process product without re-submittal and approval. Also see Q-Note 76.

52.Boeing document D950-11059, Section 9 – Boeing/Govt “Each Use Condition Check” applies when using PCX Aerostructures supplied BAC/Govt tooling or gages.

53.S-1000 GE Aviation Quality system requirements for suppliers.

54.S-1001 GE Aviation Supplier source substantiation.

55.S-1002 GE Aviation Supplier requirements for characteristic accountability, verification, and quality planning.

56.S-400 GE Aviation certified materials test laboratories (CMTL) metallic materials.

57.S-450 GE Aviation certified materials test laboratories (CMTL) non-metallic materials.

58.S-528 GE Aviation Quality requirements for forgings wrought products / forgings (closed die, seamless rings, welded rings, open die, etc.)

59.HPS-010 Heroux-Devtek Supplier Quality Assurance Requirements, applies.

60.HPS-020 Heroux-Devtek Supplier MBD/DPD Requirements, applies.

61.This PO requires that the supplier take appropriate measure to prevent the purchase or use of counterfeit and suspect unapproved parts per AS6174 section 3.1.

62.This Purchase order contains GE part numbers, that are for GE-A end use.

63.FAR Clause 52.223-18: Contractor policy to ban text messaging while driving, applies.

64.S-390 GE Shot peen process controls.

65.S-535 GE Envelope control of ultrasonic inspection.

66.S-294 GE Periodic process verification testing of critical forged parts.

67.Lockheed Martin (LMCO) Appendix QJ, latest revision applies. Seller shall ensure all Seller sub-tier purchase orders (PO) and/or associated PO documents for LMCO controlled processes must include the data elements and statements per section F 12 of this document.

68.S-1005 GE-AJA Quality System Requirements apply.

69.S-1007 GE-AJA FAI Requirements apply.

70.This purchase order contains GE-AJA part numbers that are for GE-AJA use.

71.Boeing Mesa O&R – Boeing document DE-STD-02 applies in lieu of EPB17-120.

72.Boeing Mesa Production – Boeing document DE-STD-1 applies in lieu of EPB17-119.

73.Historical data proving that previously processed “shelf stock” was processed by supplier(s) that were on the OEM/Prime’s Approved List at the time of processing must be included with shipment.

74.This PO is for Solar Turbines, traceability is per ES 9-76 CL A Type 1 is required.

75.This part number is process controlled per PPAP requirements. No changes to manufacturing process, speeds, feeds, tools, programs or machining center are allowed without prior written approval from PCX Aerostructures engineering.

76.If the supplier is performing work or having inspection responsibilities pertaining to a Flight Safety Part (ie. containing a CSI, CC, Bell Classified Item, KC etc.) they must be trained in the requirements of such a product.

77.This PO contains Boeing Digital Product Data – the requirements of D6-51991 Quality Assurance Standard for Digital Product Definition at Boeing Suppliers applies.

78.This PO is for product(s) which require a full Government “FATR” before sale in accordance with FAR Clause 52.209-3 (First Article Approval-Contractor Testing) and DA PAM 95-9 (Management of Aviation Critical Safety Items) in addition to standard AS9102 FAI Requirements. Please note the following ADDITIONAL items must be supplied with the initial AS9102 FAI paperwork:
Complete MC# must be listed for all raw material on all Certificates of Compliance (C of C, AKA “Certs”) from supplier and all sub-tiers (if there is an MC# requirement).
PCX PO number and any flowed down USG contract number(s) must be listed on all sub-tier PO’s and Certs.
PO and Certs from all suppliers, including Labs, must be included in the supplier’s deliverable FAI package.
Supplier PO to sub-tiers must include Contract number, PN, complete MC# and that Certs are required.
Supplier must flow down QE-STD-1, if applicable, on all PO’s and it must be acknowledged on all certs for USG-PCX direct contracts only. This requirement does NOT apply to Boeing-PCX prime contracts.
If an area for signature exists, all PO’s from supplier to sub-tiers must be signed.
Any serial numbers scrapped at supplier or sub-tiers must be listed on Certs.
All frozen planning must be followed exactly.
Any units used as test samples must be identified (Serial Numbers) clearly on Certs.
AS9102 forms must contain FULL descriptions for all processing including revision, types and levels. Proof of current calibration for all gages is required.
Any processes that require certification (i.e. NDT, Heat Treat) require a copy of NADCAP certificate, and Level 2 or 3 NDT inspector certifications.

79.MATERIAL SUBSTITUTION PROHIBITION
A. Unauthorized Material Substitution (General)
Unauthorized material substitutions are not permitted. Unauthorized material substitution includes any deviation from the engineering definition of a raw material. Engineering definition includes design drawing and applicable specifications, product specification, form, size, shape, chemistry, melt method, origin, temper/condition, product testing or surface finish. Alternate materials specified in the engineering definition (and often described as approved material substitutions therein) do not constitute unauthorized material substitution. Terms and definitions for metallic materials and processing used herein are clarified in ARP1917.
B. Metallic Materials (Specific)
Temper or Condition Conversion – Unless specifically authorized by the engineering definition, conversion of a raw material (i.e. heat treat to change the temper or condition of the material) constitutes material substitution of the condition provided by the manufacturer.
Metallic Raw Materials – Engineering drawings may refer to obsolete or superseded specifications covering several forms, thicknesses, widths, etc. of the alloy or alloys. The required characteristics of these materials are defined not only by the objective test standards of the specification, but by the processes/methods by which this final form is achieved. These requirements are often captured in the definitions of the required material forms, and may not be explicitly called out in the detailed requirements. The raw material certification results from both the process used to make it and the tests to verify basic properties.
Seller shall ensure that metallic materials covered by current or obsolete/superseded specifications are produced using the standard industry practices designed strictly for the production of stock to the specified thickness, diameter, width or cross sectional area, achieved by thermo-mechanical processing or casting process. Chemical, electrochemical and mechanical methods used for the removal of surface scale or contamination, or the production of the required surface finish, in accordance with the material specification are acceptable. Raw material must not be re-certified with respect to thickness, diameter, width or cross sectional area or product form. Machining or cutting of thicker product or other product forms shall not be supplied in lieu of specified product unless specifically authorized by PCX. Raw material certifications for material or parts shall reflect the form and size of the raw material as originally manufactured by the raw material producer.
C. Specification Supersession:
For government specifications and standards canceled after June 1994, Seller and subcontractors at all tiers shall use the last active revision of the canceled specification and standard until an acceptable replacement is included in the requirements of this Contract. Contact the PCX Buyer in the event of any inconsistency in applicable specification or standard.
D. Reports (Full Pedigree from melt to final product) – Raw material certifications shall show clear traceability to the manufacturer(s) of the raw material including ingot source, all thermo-mechanical processing (i.e. forging, rolling, drawing, etc), heat treatment, chemical processing and inspections as required by applicable raw material specification requirements.
E. Chain of Custody (Disguising intermediate ownership) – Suppliers shall not disguise the pedigree of material or chain of ownership by removal of a previous supplier’s name, nomenclature or identification.
F. Source of Additional Information – Addition information and guidance may be found by contacting your PCX Buyer.
G. The substance of this clause shall be flowed in all subcontracts at every tier.

80.Bell SQRM-01 is a requirement on this PO.

81. If, in the course of the execution of this PO, the supplier is required to be on the OEM or Prime customer’s Approved List (e.g. an ASL, APL, etc), it is incumbent on the supplier to verify whether they are on that list prior to acceptance of this PO. If the supplier does not have access to this information, they should contact their PCX buyer for same.

82.This is a Bell part with a Critical Controlled Item designation. Bell Quality document number SQRM-001 applies. This order is for an offload operation from PCX Aerostructures LLC to a sub-tier source. Unless the sub-tier source plans to use PCX provided instructions and/or operation sheets for their work instructions, a copy of the sub-tier source’s technique documentation that lists PCX as the customer shall be provided to PCX to submit to Bell for frozen planning approval (Note: A supplied reference document to a technique already approved by Bell may be provided in lieu of this).

NADCAP

Chemical Processing Certification

Chemical Processing Scope

Heat Treating Certification

Heat Treating Scope

Non-Destructive Testing Certification

Non-Destructive Testing Scope

Precision Hole Machining Certification

Precision Hole Machining Scope

Supplier Code of Conduct

PCX AEROSTRUCTURES, LLC

External Provider Code of Conduct

Comply with the Law

PCX Aerostructures LLC is committed to the highest standards of ethics and business conduct. As such, it is our expectation that all of our external providers (suppliers, contractors, and interns) comply with the letter and spirit of every applicable law or regulation in each country and locality in which we/they operate. Each of our external providers is responsible for understanding the laws and regulations that relate to the Purchase Order provided by PCX. These include the following:

Competition and Antitrust Laws – Competition and antitrust laws generally prohibit conduct with competitors, suppliers or customers that constitutes unlawful restraint of trade.
Laws Governing International Activities – If you are involved in exports, including the transmission of technical data via the Internet or other electronic means, be familiar with export laws and specific export prohibitions. PCX and our external providers are prohibited from taking any action in support of an international boycott not sanctioned by the U.S. government.
Employment Laws – Equal opportunity must be provided in all employment practices. Seek to ensure that each person is treated with fairness and dignity. Provide a work environment that is free from all forms of illegal discrimination or harassment.
Occupational Health and Safety, Environmental and Other Regulatory Laws – Commit to providing a healthy and safe work environment for your employees and all PCX products and services. Do not condone illegal drug use or abuse of alcohol. Respect and protect the environment and adhere to environmental laws and regulations.

Protect Confidential Information

Data, information and documents pertaining to PCX and our customers may be used only in the performance of that contract and may not be disclosed or communicated to persons outside PCX unless they need the information in connection with their business relations with PCX, or as may be required by law. Comply with all applicable data protection laws.

Do Not Make or Accept Improper Payments or Gifts

Improper payments include anything of more than nominal value given to any person to obtain preferential treatment for PCX employees or our customers. Do not solicit or accept gifts or favors and do not give gifts or favors of more than nominal value to persons who deal or seek to deal with PCX.

Respect PCX and Each Other

Respect for PCX means not only avoiding misuse of company funds and property, it includes identifying misuse and waste by others, creating and maintaining accurate books and records, complying with our records retention policy. Respect for others means respecting their property, their dignity, self-esteem and their contributions to the overall success of PCX and its external providers.

Act with the Highest Standard of Ethics and Integrity

PCX requires that each person conducts business with the highest standards of ethics and integrity. We expect our team, including external providers, to assure product or service conformity, product safety, and behave in an ethical manner. Even where conduct is legal, or not legally restricted, always be confident that the actions taken are honest and ethical.

Implementation

Adherence to this Code is the obligation of all PCX external providers. If you become aware of a situation that you believe may be in conflict with the Code, you should contact your manager or your Human Resources representative immediately, or alternatively, you may make a confidential and anonymous report to the PCX Compliance Department. Confidential and anonymous compliance reports can be made by mailing a report to:

PCX Compliance Department, Human Resources

300 Fenn Road, Newington, CT 06111

Supplier Terms & Conditions

Revision: 6

1. DEFINITIONS

A. “Affiliate” means, with respect to any entity, any other entity that controls, is controlled by, or is under common control with such entity.
B. “Authorized Purchasing Representative” means the individual whose name appears on the face of the Order, or who is otherwise designated in writing by Buyer as its authorized purchasing representative.
C. “Buyer” means PCX Aerostructures LLC including its Affiliates or divisions.
D. “Buyer’s Supplier Website” means Buyer’s non-secure, non-password protected website that contains supplier non-specific information, located at www.pcxaero.com.
E. “Contract” means an agreement between the Parties under which the Buyer may purchase Products and/or Services from the Seller by releasing Purchase Orders against it.
F. “FAR/DFARS Flow-Down Addendum” means Buyer’s FAR/DFARS Flow-Down Addendum, as posted on Buyer’s Supplier Website.
G. “Order” means the instrument of contracting as modified by written changes issued by Buyer’s Authorized Purchasing Representative, and all referenced documents.
H. “Parties” means Buyer and Seller collectively.
I. “Products” means those goods, supplies, reports, computer software, data, materials, articles, items, parts, components or assemblies described in the Order.
J. “Program Addendum” means certain terms and conditions applicable to the Order which are required by or in connection with a specific customer program designated in the order. Each Program Addendum is posted on Buyer’s Supplier Website.
K. “Proprietary Information” means all information (including, but not limited to, oral, written, printed, and/or stored information used, prepared by, compiled by or in the possession of the disclosing party or its representatives) disclosed, provided, or made available by a party to the other party or otherwise received by the other party in contemplation of or in connection with the Order, and in whatever form or medium disclosed, provided, made available or received, that (1) is considered proprietary or confidential by the disclosing party; or (2) is information received from others that the disclosing party is obligated to treat as confidential. Proprietary Information includes any information about the Order.
L. “Seller” means the party to whom Buyer is issuing the Order.
M. “Supplier Quality Codes” means the Quality Assurance Requirements applicable to the specific Order, as posted on Buyer’s Supplier Website.
N. “Terms and Conditions” means these Standard Purchase Order Terms and Conditions, as posted on Buyer’s Supplier Website.

2. SELLER’S OBLIGATIONS

A. Seller shall comply with the terms of the Order, which terms include, but are not limited to:
(1) these Terms and Conditions, as follows:
(a) if the Order is issued in support of a commercial procurement, then clauses 1 through 24 of these Terms and Conditions shall apply to the Order; or
(b) if the Order is issued in support of a government procurement, then clauses 1 through 25 of these Terms and Conditions shall apply to the Order.
(2) requirements stated or expressly incorporated therein by reference on the face of the Order;
(3) the Program Addendum (if any) applicable to each customer program designated in the Order;
(4) descriptions, drawings, planning, and specifications, including but not limited to those listed in and transmitted by Buyer’s Order;
(5) quality requirements, including but not limited to those set forth in Buyer’s Quality Manual, as modified from time to time;
The documents described in subparagraph (3) through (5) above are hereby incorporated by reference into these Terms and Conditions.
B. The terms of the Order are limited to the terms identified above. No additional or different terms shall be binding on Buyer or Seller unless expressly agreed to in writing by the Parties.

3. BUYER AUTHORIZATION

A. Buyer’s Authorized Purchasing Representative has sole authority to make contractual commitments on behalf of Buyer, to provide contractual direction, and to change contractual requirements as defined in the Order.
B. Buyer’s representatives other than Buyer’s Authorized Purchasing Representative may release to Seller information applicable to the Order.

4. CUSTOMER CONTACT

Seller shall not make any contact with or respond to any inquiry from actual or potential customers of Buyer or Buyer’s customers on the subject of the Order, without prior written consent of Buyer. Seller shall promptly notify Buyer of any such inquiry.

5. ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of the Order or between the terms of the Order and the terms of any other document regarding the subject matter of the Order, the inconsistency shall be resolved by giving precedence in the following order:
(a) Terms expressly stated on the face of the Order (excluding documents incorporated by reference);
(b) Program Addenda incorporated by reference or referenced in these Terms and Conditions and the Order;
(c) These Terms and Conditions (excluding documents incorporated by reference or referenced herein);
(d) FAR/DFARS Flow-Down Addendum (if applicable);
(e) Any other documents incorporated by reference or referenced in these Terms and Conditions or the Order.

6. ADEQUATE ASSURANCE OF PERFORMANCE

A. If at any time Buyer has reasonable grounds for insecurity whether Seller’s performance will be full, timely, and continuing in accordance with the terms of the Order, Buyer may request, by written notice to Seller, adequate assurances in writing that Seller is able or willing to perform all of its respective obligations under the Order.
B. Seller shall provide with its assurance of performance any information, reports, or other materials prepared by Seller as Buyer may reasonably request. Upon Buyer’s request and as soon as practicable, Seller shall make available employees, including members of Seller’s senior management, to meet with Buyer to discuss those assurances of performance.
C. If Seller does not provide adequate written assurances within thirty (30) calendar days after Buyer’s written notice and request, Buyer may, at its option, treat the Order as breached by Seller.

7. INSPECTION AND ACCEPTANCE

A. Representatives of Buyer and Buyer’s customers shall have the right to inspect all premises where the Order is being performed and the right to inspect all Products and Services, if any such inspection is required to be made on the premises of Seller or any tier of Seller’s suppliers or subcontractors.
B. Unless otherwise specified in the Order, Buyer’s final inspection and acceptance shall be at destination. Notwithstanding any prior payment or inspection, Products and Services shall be subject of final inspection and acceptance by Buyer and, subject to any contrary notice from Buyer, acceptance shall be deemed to have taken place thirty (30) calendar days after receipt by Buyer of such Products or Services, unless otherwise specified in the Order.
C. Neither inspection and acceptance of any Products or Services by Buyer, nor failure by Buyer to inspect and accept or reject Products or Services, shall be deemed to alter or affect the obligations of Seller under the Order or the rights of Buyer and its customers under the Non-Conforming Products or Services clause, the Warranty clause, or other provision of the Order or as may be provided by law or equity.
D. Seller shall make its records of all inspection work available to Buyer and Buyer’s customers during the performance of the Order and for such longer period as may be specified in the Order or required by law or equity.

8. CHANGES

A. Buyer’s Authorized Purchasing Representative may at any time, by written notice to Seller, and without notice to sureties or assignees, if any, make changes within the general scope of the Order in (1) drawings, designs, specifications, planning, and/or other technical documents; (2) method of shipment, packaging; (3) place of delivery; (4) quantity of Product; (5) delivery schedule(s); (6) place of inspection; and (7) place of acceptance. Seller shall comply with such change(s) upon establishment of a mutually agreed to equitable Contract adjustment, if applicable.
B. Any claim shall be unconditionally waived unless asserted in writing and delivered to Buyer within fifteen (15) calendar days after the date of the Buyer’s written change notice. Failure to agree to any adjustment shall constitute a dispute within the meaning of the Disputes and Governing Law clause hereof.

9. INVOICING AND PAYMENT

A. The following subparagraphs shall apply to all orders:
(1) The prices set forth in the Order are stated in U.S. Dollars and are not subject to exchange rate adjustments. Buyer’s payment to Seller shall be made by Buyer in U.S. Dollars.
(2) Seller’s prices include all applicable federal, state and local taxes.
(3) All invoices shall be sent to Buyer at the following address:

ATTN: Accounts Payable
300 Fenn Road
Newington, CT 06111
AP@pcxaero.com

B. To the extent the Order is an order for Products, the following subparagraphs shall apply in addition to those set forth in paragraph A of this Invoicing and Payment clause:
(1) Buyer shall pay Seller the price set forth in the Order for the Products and/or Services received. Payment due dates , including discount periods, will be calculated from the date of receipt of Products and/or Services, the date of receipt of a correct invoice, whichever is later, under terms set forth in the Order. Payment shall not constitute acceptance of Products. Unless otherwise notified in writing, Buyer shall remit payment to Seller’s address indicated on the Order.
(2) Seller shall submit a separate invoice per Order and shall include the following information taken from the Order: Order number, item number, part number, quantity, unit price, extended item price, and any discount payment terms. Seller’s invoice shall also include: Seller’s phone number and address, invoice number, invoice date, ship date, and shipper number or packing slip number. No invoice shall be issued prior to shipment of Products.

10. DELIVERY SCHEDULES

A. The contractually required delivery dates are as set forth in the Order. Such delivery dates are the dates on which the Products and/or Services must be received at the location(s) designated by Buyer regardless of the agreed upon shipping terms.
B. Notwithstanding any provisions herein to the contrary, including, but not limited to, the Termination for Convenience clause and the Changes clause, in no event shall Buyer be liable for any costs or expenses incurred in connection with or as a result of: (1) procurement of materials in advance of Seller’s quoted lead time for the Order; and/or (2) commencement of production in advance of Seller’s quoted lead time for the product.

11. PROPRIETARY INFORMATION

A. Each party agrees that it shall maintain in confidence and secrecy, and not disclose to any third party or use, directly or indirectly, except as set forth in an Order, all Proprietary Information (including of a competitive sensitive nature) received from or made available by the other party, or received orally or visually. Each party shall protect the other party’s Proprietary Information from unauthorized disclosure and use with at least the same degree of care it normally exercises to protect its own Proprietary Information to prevent undesired dissemination and use thereof, and in no case shall the degree of care be less than reasonable care.

12. SUBCONTRACTING

Seller shall not subcontract the whole or any aspect of any Products or Services ordered hereunder, without the prior written approval of Buyer (which approval shall not be unreasonably withheld). Any such approval shall not relieve Seller of responsibility for the performance of its suppliers or subcontractors and all prime customer requirements must be flowed down to subcontractors when available.

13. TERMINATION FOR CONVENIENCE

A. Buyer may terminate performance of work under the Order in whole or, from time to time, in part if Buyer determines that a termination is in its interest. Buyer shall terminate by delivering to Seller a Notice of Termination specifying the extent of termination and the effective date.
B. After receipt of a Notice of Termination, and except as directed by Buyer, Seller shall immediately proceed with the following obligations and any other actions directed or authorized by Buyer’s Authorized Purchasing Representative, regardless of any delay in determining or adjusting any amounts due under this Termination for Convenience clause.
(1) Stop work as specified in the notice.
(2) Place no further subcontracts or purchase orders for materials, services, or facilities, except as necessary to complete the continued portion of the Order.
(3) Complete performance of the work not terminated.
(4) Seller shall submit complete termination claim no later than thirty (30) calendar days after the effective date of termination, unless extended in writing by the Buyer upon written request of Seller during this thirty (30) calendar day period.
(5) In the event of a termination under this Termination for Convenience clause, Buyer shall be required to pay (to the extent not already paid) the Order price for completed items delivered and accepted, and Buyer and Seller shall agree on the amount of payment for any work in process and other long-lead material authorized by Buyer to be acquired or produced for the work terminated. Notwithstanding the foregoing, Buyer shall not in any event be required to pay any amounts in excess of the Order total price and no amount will be allowed for profit on the terminated portion of the Order.

14. TERMINATION FOR DEFAULT

Seller:
(1) Fails to deliver the Products or to perform the Services within the time specified in the Order or any extension granted in writing by Buyer;
(2) Fails to make progress so as to endanger performance of the Order or to perform any of the other provisions of the Order and does not cure such failure within a period of thirty (30) calendar days after receipt of the notice from Buyer specifying Seller’s failure to perform;
(3) Fails to provide adequate assurance of performance in accordance with the Adequate Assurance of Performance clause herein; or
(4) Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or for reorganization, or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business.
B. If Buyer terminates the Order in whole or in part, Buyer shall not be required after such notice to accept the tender by Seller of any Products or Services hereunder with respect to which Buyer has elected to terminate the Order.
C. The rights and remedies of Buyer in this Termination for Default clause are in addition to any other rights and remedies provided by law or equity or under the Order.

15. NON-CONFORMING PRODUCTS OR SERVICES

A. To the extent the Order is an order for Products or Services, the following subparagraph shall apply:
Seller shall deliver Products or Services that conform to the terms of the Order as stated in the Seller’s Obligation clause. If Seller fails to deliver such Products, or delivers defective or non-conforming Products, Buyer may:
(1) Return all or any part of a delivery of defective or non-conforming Products at Seller’s cost, and debit Seller’s account, demand a refund not exceeding the value of the part and/or require delivery of conforming Products;
(2) Retain all or any part of the defective or non-conforming Products at an equitable price reduction.

16. WARRANTY

A. To the extent the Order is an Order for Products, the following subparagraphs shall apply:
(1) Seller warrants to Buyer and Buyer’s customers that all products delivered under the Order will: (i) be free from defects in materials, workmanship, and manufacturing processes; (ii) be suitable for the purposes intended whether expressed or reasonably implied; (iii) conform to all terms of the Order; (iv) be free of all liens and encumbrances. The warranties set forth above shall remain in effect for forty-eight (48) months after delivery to Buyer.
(2) Buyer’s rights under this Warranty clause shall, at Buyer’s option, be assignable to and enforceable by Buyer’s customers and their customers.
(3) The rights and remedies of Buyer set forth in this Warranty clause shall be in addition to any other rights or remedies Buyer may have under the Order, or in law or equity.

17. DISPUTES AND GOVERNING LAW

A. Any dispute arising under or relating to the Order shall be reduced to writing and submitted to the other party.
B. For any dispute that cannot be resolved to both Parties’ mutual satisfaction within sixty (60) calendar days after the initial submission of the dispute, or such additional time as the Parties agree upon in writing, either party may bring suit in federal or state court within the state of Connecticut.
C. Pending final resolution of any dispute, Seller shall proceed diligently with performance of the order.
D. Irrespective of the place of performance of the Order, the Order will be construed and interpreted according to the law of the state the purchase order was issued from, accepting that state’s laws on conflicts of law.

18. INDEMNITY

In addition to any other indemnification provisions of the Order, Seller shall indemnify, defend, and hold harmless Buyer, its officers, directors, employees, agents and customers from any and all claims, demands, causes of action, liabilities, losses, damages, costs, and expenses, including attorneys’ fees, for actual or alleged (1) injury to any person, (2) damage to any property, or (3) violation of any law, ordinance, or regulation, including any penalties or fines, arising from or related to Seller’s performance of the Order.

19. EXPORT AND IMPORT COMPLIANCE

Seller shall comply with the laws and regulations of the United States relating to exports, imports, and foreign transactions, including, but not limited to, the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), the Arms Export Control Act, the International Emergency Economic Powers Act (IEEPA), Title 19 (Customs Duties) of the Code of Federal Regulations, and regulations and orders administered by the Treasury Department’s Office of Foreign Assets Control.

20. ASSIGNMENT

Seller shall not assign (by operation of law, merger or otherwise) the Order or any of its rights or obligations under the Order without Buyer’s prior written consent, and any assignment by Seller without Buyer’s prior written consent will be null and void.

21. INDEPENDENT CONTRACTOR STATUS

The relationship of Seller to Buyer shall be that of an independent contractor, and nothing herein contained shall be construed as creating any employer/employee, agency, partnership, or other relationship of any kind.

22. PARTIAL INVALIDITY

If any provision in the Order is or becomes void or unenforceable by force or operation of law, all other provisions shall remain valid and enforceable.

23. NON-WAIVER

A party’s failure at any time to enforce any provision of any Order shall not constitute a waiver of such provision or prejudice a party’s right to enforce such provision at any subsequent time.

24. CONTROL OF RECORDS

The supplier shall maintain product/process records for the purpose of recall for a period of fifty (50) years, unless otherwise stated in a prime contract requirement. Parts is designated as a SCP (Special Control Part) part for Embraer. All SCP parts for Embraer require that product/process records be maintained for a period of fifty (50) years.

25. INCORPORATION OF FAR AND DFARS CLAUSES

Seller shall comply with the terms set forth in Buyer’s FAR/DFARS Flow-Down Addendum which is hereby incorporated herein by reference into these Terms and Conditions, as posted on Buyer’s Supplier Website.

26. Foreign Object Elimination (FOE) Detection/Debris (FOD)

Supplier to maintain Foreign Object Elimination (FOE) Detection/Debris (FOD) Program (reference NAS 412) adequate for the process, product or service being performed under the requirements of this PO.