PURCHASE ORDER TERMS AND CONDITIONS (APPLICABLE EXCEPT AS NOTED) dated 12/9/19

1. GOVERNMENT CONTRACTING FLOW DOWN CLAUSES (Applicable to Government orders including DO/DX rated orders)

 

1. Basic Safeguarding of Covered Contractor Info Systems                                            FAR 52.204-21
   
2. Prohibition Contracting For Product or Services by Kaspersky Labs                         FAR 52.204.23
   
3. Defense Priority and Allocation Requirements                                                             FAR 52-211-8
   

      1.2    Stop-work Order                                                                                                               FAR 52.212-13
      1.3    Examination of Records                                                                                                   FAR 52.215-1
      1.4   Subcontractor Cost or Pricing Data                                                                                 FAR 52.215-24
      1.5    Subcontractor Cost Pricing Data-Modifications                                                           FAR 52.215-25
      1.6    Walsh-Healey Public Contracts Act                                                                                FAR 52.222-20
      1.7    Equal Opportunity                                                                                                             FAR 52.222-26
      1.8    Hazardous Material Identification and Material Safety Data                                      FAR 52.223-3
      1.9    Notice and Assistance Regarding Patent and Copyright Infringement                     FAR 52.227-2
      1.10  Federal, State and Local Taxes                                                                                         FAR 52.229-3
      1.11  Disputes                                                                                                                                 FAR 52.233-1
      1.12  Changes-Fixed Price                                                                                                           FAR 52.243-1
      1.13 Inspection                                                                                                                              FAR 52.246-2
      1.14 Limitation of Liability                                                                                                           FAR 52.246-23
      1.15 Termination for Convenience of the Government                                                          FAR 52.249-2
      1.16 Default (Fixed Price supply and Service)                                                                          FAR 52.249-8
      1.17 Safeguarding Covered Defense info and Cyber Incident Reporting                            DFAR 252.204-7009
      1.18 Safeguarding Covered Defense Information                                                                   DFAR 252.204-7012
 

1. AAI QUALITY ASSURANCE PROVISIONS

 

1. Inspection: The Seller shall ensure that all equipment, materials and machinery manufactured or assembled and all work performed under this purchase order will be fully inspected by the Seller prior to shipment.

 

1. Changes: The Seller shall notify AAI of any changes in Seller’s product and shall obtain approval of such changes prior to delivery of product under the order.

 

1. Calibration: All Inspection Measuring & test Equipment, used by the supplier during in- process and final inspection to complete a compliance evaluation, shall be calibrated to the national standard.

 

1. Certification: Supplier shall provide certifications with all special processes and nondestructive test results performed with each shipment. The certificate shall identify the processor, process used, controlling specification & revision and the results of the test or measurement performed. 

 

1. Workmanship Quality: Manufactured product shall be free from burrs, and sharp edges.

 

1. Drawings & Specifications: Retention of Drawings & Specifications provided by AAI shall be destroyed no later than 90 days after expiration of the offer or expiration of the applicable warranty period

 

1. Shelf Life Items: Materials with limited shelf life (epoxy, paint, adhesives etc.) shall indicate the date of manufacture, lot number and applicable specification on the container. The supplier shall supply life limited product with at least 80% of the life remaining, unless otherwise agreed.

 

1. Reporting Discrepancies: Discrepancies, omissions and the need for clarifications or interpretations of any nature encountered by supplier regarding AAI furnished drawings or engineering data will be brought to the attention of AAI for resolution.

 

1. Quality/Inspection System: Supplier shall maintain a quality/inspection system that will ensure all goods and services conform to contract requirements whether manufactured or processed by supplier or procured frim sub tier suppliers.

 

1. Counterfeit parts: The supplier shall ensure that parts furnished are not counterfeit.

 

1. Foreign object Debris/Damage: Supplier is required to inspect for FOD and to ensure parts furnished are free of FOD.

 

1. Confidentiality: Suppliers shall hold all information received from AAI in confidence and no third party request for information will be authorized unless approved in writing by AAI.

 

1. DFARS: (Defense Federal acquisition regulations system) If DFARS material is required for the product ordered, the Supplier must include a copy of the mill certification stating the material used was melted in a DFAR approved country. Reference DFARS 225.872.1

 

1. Quality Requirements – Flow Down

 
ANSI/NCSL Z540-1, ISO 10012 or MIL-STD-45662 or comparable Calibration System is a requirement of this order unless specifically excluded. FAR 52.246-2 Standard Inspection is a requirement of this order unless the subject product or service is a commercial item, a pre-existing item, a warehoused item, an item with which no documentation except for identification is required or unless specifically excluded. Access FAR 52.246-2 Inspection Access.
 
The supplier shall ensure: competence, including qualifications, reasonable interaction with AAI, control and monitoring of performance, verification or validation (inspection) of activities, special requirements and key characteristics, tests and inspections, the use of statistical techniques, as applicable, a quality control system, the need to use approved sources, as designated and applicable, the prevention of  the use of counterfeit parts as well as notification of any changes or deviations, in turn to flow down applicable requirements, provide test specimens, as required, provide right of access, ensuring that persons are aware of their contribution to product or service conformity and safety and the importance of ethical behavior.

1. Contract Requirements – (Invoked by Purchase Order)
   1. ISO 9001, 9002 or AS9100 Quality Management System
   2. Special Quality Requirements

 

1. Material Identification
   1. The Seller shall establish and maintain a procedure for material identification that ensures the use of specified materials and components. Items shipped to AAI shall be identified in such a manner as to permit verification upon receipt.

 

1. Raw materials used by the Seller in the fabrication or processing of products being produced for the buyer shall conform to physical, chemical and other technical requirements of the applicable material specification

 

1. AAI Source Inspection (Applicable to all orders)

AAI reserves the right to witness specified functional tests performed at the Seller’s facilities. Such tests will be specified in the purchase order and the test date shall be at the convenience of the Seller.

1. AAI Audit (Applicable to all orders)

AAI Reserves the right to audit the Seller’s quality program and material identification system. The audit shall be at the convenience of the Seller and limited in scope.
 
      2.7   Certificate of Compliance and Statements of Quality (When Cited by Purchase Order)
When specified by the purchase order, the seller shall provide a certificate of conformance or a statement of quality. When a statement of quality is invoked, verifiable supporting shall be furnished.
 
      2.8   Nonconforming Material (Applicable to all Orders)
Material,  which is received at the Buyer’s facility and is found to be of a nonconforming nature by virtue of the fact that the material is not in accordance with the purchase order or that the documentation or verifiable data are missing, incomplete or incorrect, will be returned to the Seller at the Seller’s expense. Prior to executing action on nonconforming material the buyer will notify the seller of the nature of the material discrepancy, such that, if possible, the discrepancy may be rectified at the Seller’s expense without returning the material to the Seller.
 
2.9   Packaging (Applicable to all orders)
Product shall be packaged and packed in conformance with ASTM D3951 standards as applicable and so as to provide mechanical and physical protection sufficient to insure safe arrival.

1. TERMS AND CONDITIONS (Applicable to all orders)

 

1. Process

The prices indicated on the order are fixed and include packing and shipping costs unless otherwise specified.

1. Delivery

The date or dates of delivery specified must be strictly adhered to since time is of the essence.

1. Insurance

The Seller shall carry at all times during the process of this order, all necessary Workmen’s Compensation and public liability policies and advise buyer of same upon request.
               

1. Governing Law etc.

All purchase orders shall be governed by the laws of the State of Connecticut without regard to its conflicts of laws and rules.
               

1. Disputes

All disputes shall be heard in, and all parties consent to jurisdiction and venue in, the state courts of the State of Connecticut, Hartford County. Each party shall pay its own cost of any dispute

1. Incorporation

All purchase orders are issued subject to these provisions. Any work commenced pursuant to a purchase order constitutes acceptance of these provisions and supersedes any other terms offered by the Seller, notwithstanding any provisions in Seller’s proposal to the contrary.


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