Terms and Conditions of Purchase
PACIFIC FORGE, INC – 10-13-2020
THIS PURCHASE ORDER IS SUBJECT TO THE FOLLOWING TERMS AND CONIDITIONS:
1. The term “Purchase” as hereinafter used means Pacific Forge, Incorporated and term “Seller” means the person, firm or corporation from whom the good and services specified on the reverse side hereof have been ordered.
2. This form, when properly signed and bearing an order number, is the only form which will be recognized by Purchaser as authority for charging sale of merchandise to its account.
3. Seller shall properly package all merchandise for safe shipment to the Purchaser and a notice of shipment shall be sent by Seller to Purchaser at the time the merchandise described on the reverse side hereof is shipped which shall state the number of the order, the kind of merchandise the Seller’s name and the route by which the shipment is being made. Delivery shall be made with shipping charges prepaid to F.O.B. point specified on the face of this purchase order at which point title to the purchased goods shall pass to the buyer.
4. If this order calls for payment of any transportation charged by the Purchaser shall in no event be liable or accountable for any amount in excess of the actual costs of transportation. Seller shall be accountable for any excess transportation charges arising from Seller’s failure to make delivery to the F.O.B. point or to follow shipping instructions specified on the face of this order.
5. If the merchandise covered by this order is standard stock merchandise, Purchaser, at its option, may cancel at any time any unshipped portion of this order without further obligation hereunder, except to make payment, subject to other applicable terms hereof for the merchandise actually shipped prior to such cancellation. If this order covers merchandise manufactured or fabricated to Purchaser’s specifications or specifications especially prepared by Seller for Purchaser, then at any time prior to delivery of all merchandise covered hereby, Purchaser, at its option may cancel this order, in whole or in part., by written or telegraphic notice to Seller, and in such event the following provisions shall govern and control.
- (a) Upon the effective date of such cancellation Seller shall stop all work in connection with this order except as otherwise directed by Purchaser.
- (b) Purchaser shall pay Seller’s actual and direct out-of-pocket costs to the date of such cancellation, including Seller’s expense in connection with cancellation of any subcontracts, all as approved by Purchaser, plus 6% of such costs, provided, however, that in no event shall the total aggregate purchase price specified herein, or (ii) the proportion of the aggregate total purchase price specified herein that the work actually performed hereunder to the date of cancellation bears to the entire work to be performed hereunder.
- (c) On such payment the material or uncompleted portions of work shall become the property of the Purchaser and shall be subject to its disposition.
None of the above provisions of this Article 5 relating to payment upon cancellation shall apply in the event that at the time notice of cancellation is given. Seller is in default in delivery or otherwise or has breached any terms or conditions of this order. In the event of any such default or breach, Purchaser shall have the right to terminate this order in whole or in part and Purchaser may procure elsewhere merchandise similar to the merchandise as to which this order is terminated, and Seller shall be libel for any costs for such similar merchandise in excess of the price specified herein, provided that Seller shall continue the performance of this order to the extent any other rights or remedies provided by law or under this order for any such default or breach by Seller.
6. Seller agrees that all merchandise delivered pursuant to this order shall be produced sold and delivered to Purchaser in compliance with all applicable laws and regulations, including without limitation the Fair Labor Standards Act, as amended, and Executive Order No. 10925 and that the prices for such merchandise are not in excess of any applicable price established by law or government regulation. Seller promises to give written, signed certification in the following words, or words substantially equivalent thereto which will appear on the invoice or some other document arriving with merchandise:
“We hereby certify that the goods covered by this invoice were produced in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, including Sections 6, 7 and 12 thereof, the regulations and orders of the United State Department of Labor issued under Section 14 thereof, and the applicable provisions of Executive Order No. 10925 including Part III, Subpart A, Section 301 thereof.”
7. Inspection of any prior payment thereafter, all merchandise hereby ordered is subject to inspection and testing by Purchaser within a reasonable time after arrival at the ultimate destination. If upon inspection or testing such merchandise is found to be unsatisfactory, defective or inferior quality or workmanship or fails to meet any guarantees or operating or other specifications contained herein or any other requirements of the Purchase Order, then without prejudice to any other rights or remedies. Purchaser may return the account of the purchase price of such returned merchandise, together with any costs incurred by Purchaser by Seller. Neither the inspection nor acceptance of merchandise shall release the Seller from any of the warranties or other provisions of this order. Purchaser reserves the right, even aft it has paid for and accepted said merchandise, to make a claim against Seller on account of any merchandise hereby ordered which does not prove to be satisfactory or is defective.
8. Time is of the essence in performance of this contract. In accepting this order, or making any deliveries hereunder, Seller agrees to all of the terms and conditions stated on this Purchase Order form and agrees to perform this order and make deliveries hereunder as required hereby. This Purchase Order, together with any written documents which may be incorporated by Specific reference constitutes the entire agreement between the parties and supersedes all previous communications between them, either oral or written, to abrogated and withdrawn and no stipulations, representations or agreements by Purchaser or any of its officers, agents or employees shall be binding on the Purchaser unless reduced to writing in this Purchase Order or incorporated herein by reference as above provided and no local, genera or trade customs shall alter or vary the terms hereof.
9. WARRANTY – Seller expressly warrants that all articles, material and work covered by this order will conform to the drawings, specifications, samples or other description furnished by the Purchaser, and will be fit and sufficient for the purpose intended, merchantable, of good material and workmanship and free from latent and other defects. This warranty shall run to the Purchaser, its successors, assigns and customers, and the ultimate user of its product.
10. DISCOUNT – Discount date, or due date, will be calculated from the date invoice is received by Buyer, acceptable in accordance with these purchase order terms and instructions.
11. APPLICABLE LAW – The interpretation of this contract shall be governed by the law of the State of California.
12. TAXES – Seller shall pay all applicable taxes on good and services covered by this Purchase Order and shall save the Purchaser harmless and shall indemnify Purchaser from any penalties, expenses or damages resulting from failure to pay applicable taxes.
13. In the event any article sold and delivered hereunder shall be covered by any patent, copyright or application therefore, Seller will indemnify and save harmless Purchaser from any and all loss, cost or expenses on account of any and all claims, suits, or judgments on account of the use or sales of such article in violation of rights under such patent, copyright or application.
14. In the event any article sold and delivered hereunder shall be defective in any respect whatsoever Seller will indemnify and save harmless Purchaser from all loss or the payment of all sums of money by reason of all accidents, injuries, or damages to persons or property that may happen or occur in connection with the use or sale of such article and are contributed to by said defective condition.
15. If Seller performs services or constructs, erects, inspects or delivers hereunder, Seller will indemnify and save harmless Buyer from all loss or the payment of all sums of money by reason of all accidents, injuries, or damages to persons or property that may happen or occur in connection therewith.
16. Purchaser reserves the right to place in Seller’s plant, at Purchaser’s expense, an inspector or inspectors who shall be permitted to inspect before shipment or during the process of manufacture any material on this order.
17. Boeing H900 Material substitution prohibition sections A) through G) applies.
18. All Quality Records pertaining to product supplied to PFI on this Purchase Order shall be retained and available for minimum of 10 years unless specified on face of Purchase Order. No Quality Records shall be destroyed without written consent of PFI Quality Manager or Managers Designee.
- 18a. Test Sample Return not required unless specified on face of Purchase Order.
- 18b. Test Sample Retention per suppliers standard retention period unless specified on face of Purchase Order.
19. For purposes of this clause, Work consists of those commodities delivered under this Contract that are the lowest level of separately identifiable items (e.g., articles, components, standard hardware, goods, raw materials and assemblies). "Counterfeit Work" means Work that is, or contains, items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable.
20. Notification of nonconforming product: Supplier shall notify Pacific Forge, Inc. of nonconforming product if any is discovered during or after product is delivered. If product or processing on delivered product is found to be nonconforming, a notice of escape shall be submitted to Pacific Forge, Inc. in 24 hours of identification.
21. Nonconforming product disposition: Supplier shall obtain Pacific Forge, Inc. approval before shipping of non- conforming product.
22. Notification of changes in product/process: Supplier shall notify Pacific Forge, Inc. of any changes in product/processes, changes of manufacturing facility location and when required, obtain Pacific Forge’s, Inc. approval.
23. Corrective Action: Supplier is responsible for determining and implementing the corrective actions related to nonconforming product. All corrective action requests shall be answered by completing the form supplied by Pacific Forge, Inc. or by completing a form of their own design which completes the same requirements (root cause, corrective action, verification, follow-up activities and effectivity), and returned by due date requested.
24. Right of entry: IAW prime contractor’s requirements, Pacific Forge, Inc. and all PFI. Vendors shall be subject to surveillance may include by shall not be limited to fabrication, processing, raw material, assembly, computer software, technical information, etc. Inspection shall have unrestricted access to above if so required. This right of entry shall be extended to FAA personnel.
25. United Technologies Corporation (UTC) ASQR-01 requirements for suppliers are applicable. For all UTC end-use products, the current revision of ASQR-01 and all referenced specifications contained in ASQR-01 and in this purchase order, apply to this order. Supplier is responsible for obtaining the current revision of the referenced specifications.
26. Application of Acceptance Authority Media (AAM): External Provider shall comply with the AS/EN/JISQ 9100 requirements and 14CFR Part 21.2 regarding the application of the Acceptance Authority Media (AAM) requirements. Supplier shall, within its organization and its supply chain, ensure that the use of AAM is clearly defined within its Quality Management System (QMS). Supplier shall, upon Pacific Forge request, be able to demonstrate evidence of communication to its employees and to its supply chain; use of AAM must be considered as a personal warranty of compliance and conformity. Supplier shall maintain compliance to the AAM requirements by assessing its process and supply chain as part of its internal audit activities. The areas of focus of this assessment shall include but not limited to:
- Authority Media Application Errors (i.e. Omission, Typos, Legibility, etc.)
- Authority Media Application Untimely Use (i.e. Documentation is not completed as planned, “Stamp as you go”, etc.)
- Authority Media Application Misrepresentation (i.e. uncertified personnel, Falsification of documentation, Work not performed as planned, etc.)
- Authority Media Application Training Deficiencies (i.e. Ethics, Culture awareness, Proper Use of authority media, etc.)
27. AS9100D, Section 8.4.3: Information for External Providers – External providers for Pacific Forge shall ensure their workforce is aware of:
Their contribution to product and service conformity; their contribution to product safety and the importance of ethical behavior.
28. Quality System Status: Supplier shall notify Pacific Forge, Inc. regarding any change of certification status within 48 hours (including failing an audit). Changes in the supplier’s management, ownership, location/address, and/or quality system may require Pacific Forge, Inc. quality re-approval. It is the responsibility of the Supplier to provide to Pacific Forge, Inc. Supplier Quality Engineering a written statement of any of these changes within (30) days of change.
29. Counterfeit Parts Prevention: External Provider organization shall plan, implement and control processes, appropriate to the organization and the product or service provided, for the prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) or service(s) delivered to Pacific Forge.
30. Record Retention: External Provider shall maintain quality records on file as objective evidence of conforming material or services provided per purchase order requirements and the records shall be available upon request by Pacific Forge, its customers and/or regulatory agencies for a minimum of 10 years after shipment. Suppliers must contact their Pacific Forge purchasing representative prior to the destruction/disposal of records beyond of the required retention period.
31. Control of Sub-tier Suppliers: The Supplier, as the recipient of the contract, is responsible for meeting all requirements, including work performed by the Supplier's sub-tier Suppliers (also known as Sub-Suppliers or subcontract Suppliers). When the Supplier uses sub-tier sources to perform work on products and/or services scheduled for delivery to Pacific Forge, the Supplier shall include (flow-down) on contracts, to its sub-tier sources, the applicable technical and quality requirements contained in the Pacific Forge contract, including quality system requirements, regulatory requirements, the use of designated sources, and to furnish certifications and test reports as required. Pacific Forge and its customers reserve the right-of-entry to suppliers and sub-tier supplier facilities, subject to proprietary considerations.
32. Business Continuity: The Supplier should have a business continuity plan which would allow for the safeguarding, storage and recovery of engineering drawings, electronic media, and production tooling in the event of damage or loss. This plan should also contain contingency plans to satisfy Pacific Forge requirements in the event of significant utility interruptions, labor shortages, equipment failure and field returns.
33. ITAR Flowdown:
- a. If the order falls under the regulations of ITAR (International Traffic and Arms Regulations), all manufacturers, exporters, brokers of defense articles, defense services or related tech data are required to register with DDTC (Director of Defense Trade Controls). All license requirements imposed by ITAR are the sole responsibility of the supplier or sub-tier supplier in possession of the purchase order.
- b. ITAR and EAR Export Compliance. The Products covered by this Agreement, including any software, documentation, and any related technical data included with, or contained in, such Products, and any end products utilizing any such Products, software, documentation, or technical data (collectively, "Regulated Products") may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. The Supplier shall not, and shall not permit any third parties to, directly or indirectly, export, re-export, or release any Regulated Products to any jurisdiction or country to which, or any party to whom, the export, re-export, or release of any Regulated Products is prohibited by applicable federal or foreign law, regulation, or rule. The Supplier shall be responsible for any breach of this Section by its, and its successors' and permitted assigns', parent, affiliates, employees, officers, directors, partners/members/shareholders, customers, agents, distributors, resellers, or vendors. The Supplier shall provide prior written notice of the need to comply with such laws and regulations to any person, firm, or entity, which it has, reason to believe is obtaining any such Regulated Products from the Supplier with the intent to export or re-export.
34. Supplier Performance Monitoring: Sub-tier Suppliers are continuously monitored for quality and delivery performance by the Purchasing Department and by the Quality Assurance Department utilizing supplier performance data from the Pacific Forge management software and any additional quality forms deemed necessary.
Performance based on quality and on-time deliveries shall be based on the criteria of figure 1.
35. DFARS 252.204-7008: In accordance with DFARS 252.204-7008 “Compliance with Safeguarding Covered Defense Information Controls” seller shall indicate whether deviation from any of the security requirements in the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, “Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations”, http://dx.doi.org/10.6028/NIST.SP.800-171 that is in effect at the time the prime contract solicitation is issued is anticipated in the performance of the purchase order by seller or contractors at any tier.
36. A special process Certificate of Conformance (C of C) or Certificate of Test (C of T) is required with this purchase order. The C of C or C of T shall contain the part number revision level, heat/lot number, specification number revision level, quantity passed/quantity failed, inspection/test results and a statement of conformance to the applicable process specification(s).
37. Suppliers shall maintain an appropriate Compliance Plan pursuant to the provisions of FAR 52.222-50 (Combating Trafficking in Persons), including reporting any violations to appropriate law enforcement. Supplier shall also provide Pacific Forge with an annual certification of compliance.
Pacific Forge, Inc
10641 Etiwanda Ave
Fontana CA 92337