DI-EL TOOL & MFG. Purchase Order
Terms and Conditions
March 8, 2021
Flow-down of requirements: DI-EL TOOL & MFG. INC. requires that you adhere to any/all customer requirements flowed on the PO, drawing, or by other means, including any supplier quality manuals and/or related clauses, and to assure that you have the current revision of said documents. Additionally, as applicable, DI-EL TOOL & MFG. INC. requires that you flow down all requirements to all interested parties internally and to any sub-tier suppliers performing work on this order.
UTAS/UTC end use: Where UTAS and/or UTC is indicated, at a minimum, ASQR-01 and UTCQR-09.1 (current revisions) apply. See: https://www.rtx.com/suppliers/united-technologies-suppliers/united-technologies-asqrd
Pratt & Whitney (PWA) end use: Where Pratt & Whitney (PWA) end-use is indicated directly or by reference to ASQR-01, PWA-300, etc., at a minimum, control must be in accordance with PWA-300, PW- QA-6088, ASQR-01 and PW-QA-6078 for Raw Material Suppliers (at current revision levels). Supplier should assure currency of these documents and adhere to all applicable requirements as outlined. See current PWA Specification List for these and other PWA documents/revisions: https://pwrze.com/storage/file/core_files/2021/3/3/9854b1d088c5aa4d181fe981f3a6f499/PWA-PWC-APU%20SPECIFICATIONS-D.pdf
Honeywell end use: Where Honeywell is indicated directly or by reference, at a minimum, quality assurance must be in accordance with the Honeywell Supplemental Purchase Order Conditions (SPOC) Manual, and any special processes related to same shall be in accordance with the Honeywell Approved Special Processes List (APSL). Where government contract is indicated or implied, Honeywell Document OPROW-00015048 may apply. Authorized suppliers may access via: https://cwa.honeywell.com/cwaRendered/login3.jsp?appid=4908&lang=EN
HarcoSemco: Where PO or drawing indicates HarcoSemco, Harco LLC, HarcoLabs or Semco, the following shall apply to this PO: HarcoSemco T&Cs (current revision); Harco Quality Requirements S1 and S2 as outlined in PUR 4061 (current revision).; Visual Inspection Standard VIS-01. See: https://harcosemco.com/suppliers/
Where BOEING end-use, Where BOEING end-use, The BOEING D6-82479 Quality Requirements document will apply. Additional requirements may also be applicable, see the Boeing Supplier Portal/Exostar: http://www.boeingsuppliers.com/portal.html
Where Rolls Royce End-Use, Rolls Royce SABRe applies. Additional requirements may also be applicable. See https://suppliers.rolls-royce.com/GSPWeb/appmanager/gsp/guest?_nfpb=true&_pageLabel=portal_gsp_portal_page_6&_nfls=false
GE Aviation & GE Aviation Joint Affiliates (GE-AJA) end-use: Where GE Aviation or GE-AJA is indicated directly or by reference, at a minimum, quality assurance must be in accordance with GE Aviation Joint Affiliates Supplier Quality System Requirements S-1005 (Current Revision unless otherwise specified) and Supplier Requirements for Characteristic Accountability, Verification and Quality Planning S-1007 (Current Revision unless otherwise specified), GE-S400 , GE-1000 as well as GE T&Cs and referenced documents – See https://www.geaviation.com/company/doing-business-aviation.
Unison Industries: Where Unison Industries is indicated directly or by reference, at a minimum, quality assurance must be in accordance with Quality requirements of Unison Industries Quality Directives (UIQD) 188.8.131.52, 184.108.40.206, 220.127.116.11,18.104.22.168, 22.214.171.124, and 126.96.36.199 apply to this order, unless the supplier has agreed to the flow down of S-1005 (for GE end-use – see above). If a First Article is required, the supplier shall comply with Unison Industries Quality Directive UIQD 188.8.131.52 Supplier First Article Inspection (FAI) or S-1007 GE Aviation Joint Affiliate – Supplier First Article/ Characteristic Accountability, Verification and Quality Planning. Per S-1007, all first articles must be submitted and approved by Unison prior to shipment. UIQD documents can be found on the Unison industries Webpage at https://www.unisonindustries.com/#news. Select “Our Company”, “Quality”, and the “Supplier Quality Requirements” link will be at the bottom left-hand corner of that page. With regards to special processes, all special process suppliers must either be NADCAP certified for that process or listed on the Unison Industries Approved Processor List for that process. The approved processor list can be located on the Unison Industries webpage at the above-referenced link, select Our Company”, “Quality”, and the “Approved Processor List” link will be at the bottom left-hand corner of that page. Where raw material is purchased, testing must be performed by an ISO 17025 or Nadcap accredited Lab. Unison’s T&Cs shall also apply: https://www.unisonindustries.com/sites/default/files/documents/Unison%20Industries%20Standard%20Terms%20and%20Conditions%20of%20Sale%20-%20JULY%202013.pdf
Derco Aerospace/Lockheed Martin: Where Derco or Lockheed are indicated, The Lockheed Martin T&Cs apply: https://www.lockheedmartin.com/en-us/suppliers/business-area-procurement/aeronautics/terms-and-conditions.html. Additionally, requirements per QA 100-102 apply: https://www.lockheedmartin.com/content/dam/lockheed-martin/rms/documents/derco-aerospace/QA100-102SupplierQualityManual-REV-02-24-21.pdf Note: Most of these jobs are U.S. Gov’t/DOD End-use and may be subject to ITAR and DPAS. As appropriate, DPAS ratings must be flowed and government contract # should be included. Minimum Q Clauses include: Q101, Q102, Q106 and Q124.
Government end use: Where the end user is DOD or other government agency, various FAR clauses in addition to the abovementioned PWA documents may apply. There, at a minimum shall include DFARs 252.204-7012 Safeguarding Covered Defense Information (NIST 800-171); DFARs 252.225-7014 Preference for Domestic Specialty Metals; FAR 52.225-1 Buy American Act will apply (see http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/dfars/dfars225.htm) for additional information related to DFARs. Note: Export Controls (per ITAR/EAR99, etc.) may also apply – See Item 7, below.
Confidential Information: All supplies, blueprints, sketches and other technical information furnished by DI-EL TOOL & MFG. INC. shall be deemed confidential information of DI-EL TOOL & MFG. INC. Such information shall not be reproduced, given to or disclosed to any third party without DI-EL TOOL & MFG. INC. Manufacturing Inc.’s express written consent.
Qualification of Personnel: DI-EL TOOL & MFG. INC.’s suppliers and any sub-contractors will assure the competency of any/all personnel involved in activities performed on behalf of DI-EL TOOL & MFG. INC. or our customer(s). Where special certification of personnel is required, this should be made available to DI-EL TOOL & MFG. INC. or our customer(s) upon request.
Ethical Behavior: As a large percent of our parts are for U.S. Government end-use, suppliers will assure their staff and any consultants or sub-contractors are aware of the importance of ethical behavior and accountability as it pertains to purchases in accordance with these terms. Under no circumstances will anything less than honest & ethical business practices be acceptable by DI-EL TOOL & MFG. INC. its customer(s) and other interested parties under the terms of this PO.
Awareness/General: Everyone involved in the fulfillment of this order should be aware of our objectives for 100% quality and 100% OTD; the implications of not conforming with QMS requirements; their contribution to product or service conformity; their contribution to product safety; the importance of ethical behavior and the consequences of signing incorrect documentation or altering records (see Wendell-Ford Act – popularly called “AIR 21,” aka Public Law 106-181).
ITAR/EAR Export Controls/Technical Data: Where drawings and/or POs indicate Export Controls apply, any related information (aka Technical Data) shall be handled as per controls enumerated through the Export Administration Regulations (EAR), implemented by the Department of Commerce for items that have both a commercial and potential military use, and the International Traffic in Arms Regulations (ITAR), implemented by the Department of State. Failure to secure such data may be subject to both criminal and administrative penalties. Fines for export violations, including anti-boycott violations, can reach up to $1,000,000 per violation in criminal cases, and $250,000 per violation in most administrative cases.
DPAS: Any purchase made referencing Defense Priorities Allocation System (DPAS) DO or DX Ratings shall be handled per 15 CFR Part 700 in accordance with the Department of Defense (DoD) property management system to assure these orders are scheduled and processed ahead of any commercial jobs so as to assure their timely delivery.
Right of entry: DI-EL TOOL & MFG. INC., our customers and any applicable regulatory authorities maintain the right to access the supplier’s facility and all applicable records associated with the order, during regular business hours, with limited notice. Where Government end use, Government Source Inspectors may perform onsite verification activities to assure product/process conformity.
Qualification: ISO 9001, AS9100, AC7004 or Mil-I-45208A or equivalent Quality System required. Unaccredited suppliers must meet DI-EL TOOLS’ quality requirements and expectations and may be subject to additional scrutiny including periodic on-site audits, surveys or other such controls. Additionally, all suppliers must adhere to any/all requirements flowed via PO and, where applicable, the requirements of these PO T&Cs. Suppliers failing to meet PO T&Cs, Quality and/or OTD requirements may be removed from our approved supplier list.
Nonconforming material: DI-EL TOOL & MFG. INC. must be notified of nonconforming material in advance of shipment for adequate review and disposition of said product. All such material must be adequately identified and segregated so as to preclude its use. Final disposition/disposal shall be at DI-EL TOOL & MFG. INC. unless otherwise authorized.
First Piece Approval: Where indicated, First Piece Approval for each set-up is required by DI-EL TOOL & MFG. INC. prior to continuation.
Serialized Parts: Where serial numbers apply, Serial Numbers must be maintained for each piece. Record numbers prior to removal and re-identify immediately after completion.
Quality Plan Approval: Where indicated, the Supplier’s Manufacturing Plan and Quality Plan & Procedures must be submitted for review and approval before processing of any type begins.
First Article: Where DI-EL TOOL & MFG. INC. requires First Article inspection approval prior to processing of this production lot, copies of supplier’s first article inspection report must accompany shipment of this First Article piece.
Test Samples: Samples of suitably sized materials used to either fabricate, produce raw material, or forgings etc., for this part, or a treated witness panel representative of the process used to treat this part, must be furnished with this initial shipment. Suitably sized samples will be required to complete compliance testing to applicable specifications defined by this P/O.
RoHS/REACH Compliance: All Material delivered to DI-EL TOOL & MFG. INC must be in compliance to RoHS and REACH requirements unless authorized in writing otherwise. For information on REACH and RoHS compliance see https://www.rohsguide.com/rohs3.htm and https://www.rohsguide.com/rohs-reach.htm.
Change of Process or Product: DI-EL TOOL & MFG. INC. must be informed of and must approve any change in processes, product or supplier made in the performance of this PO.
Certification, Inspection, etc.: DI-EL TOOL & MFG. INC. may require certifications of compliance, inspection records and/or test specimens as part of this purchase order. Failure to provide these items may result in the rejection of the shipment. Where certificates (such as C of Cs) are required, the certificate will reference the DI-EL TOOL & MFG. INC. PO number, Part number and revision, customer name or end-use (where indicted) and a statement of compliance. All certifications must be signed by supplier Quality Control Manager or Designee with name and title printed adjacent/below signature. A certification of compliance or certification of service or inspection performed to a defined specific specification is required.
Certifications (Laboratory data): Chemical and physical property data and related certifications and laboratory test data results are required prior to shipping material or must accompany shipment of the part(s) defined by this P/O. Note: Only ILAC or Nadcap accredited laboratories should be used unless otherwise directed by Di-EL TOOL/our customer.
Counterfeit Parts: The Supplier shall certify that only new and authentic materials are used in products or goods delivered to DI-EL TOOL & MFG. INC. and that the products/goods delivered contain no Counterfeit Parts. No substitutions, reworked or refurbished parts/materials shall be acceptable under the terms of this purchase.
Foreign Object Debris/Damage. Supplier is required to establish and maintain a Foreign Object Debris/Damage (FOD) prevention program appropriate to the nature of the product/service provided, that employs appropriate housekeeping practices to assure timely detection and removal of residue/debris generated, during operations and normal daily tasks.
Packaging and Handling: As a minimum, the Supplier shall package all material in a manner that will ensure protection against corrosion, oxidation, deterioration and physical damage during shipment. In addition, when materials delivered are lot-controlled and multiple material lots are shipped, each lot shall be separately packaged and identified. Vendors are also responsible for handling damage that occurred at their location.
Retention requirements: Records, whether hard copy or in electronic format, including any test/retain samples, shall be retained for no less than 10 years unless otherwise specified. Upon completion of the retention period, supplier will contact DI-EL TOOL & MFG. INC. prior to disposal of records for approval.
Material Heat Traceability: All parts/materials are controlled by a unique material lot heat number. No mixing of material heat lots is allowed. No replacement of material by the supplier is allowed.
Revision levels/traceability: As appropriate, any correspondences, including certifications relating this purchase, must reference, as applicable, current PO, Work Order, Part number, Drawing Revision, batch number, etc.
Calibration, General: All M&TE used in fulfillment of this order shall meet, as a minimum, ISO 10012; ANSI Z-540-1, ANSI Z540-3, ANSI 2540-1 or MIL-I-45208A, as appropriate. All Inspection Measuring & Test Equipment (M&TE) used by the Supplier during in-process and final inspection to make a compliance evaluation shall be calibrated against measurement Standards traceable to NIST or an equivalent NMI.
Calibration & Testing Suppliers: All such suppliers should maintain a calibration system in accordance with the requirements of ISO 17025, ISO 10012; ANSI Z-540-1, ANSI Z540-3, as appropriate. All providers of calibration services shall report “as found” and “after calibration” data, make a statement of that all reference standards are traceable to NIST or an equivalent NMI; shall report any OOT conditions; and shall assure, where practicable, that a minimum 4:1 ratio is met.
Sampling: Where sampling plans are used to accept product, these will follow the requirements as outlined in PWA’s ASQR20.1 (current revision) where ASQR-01 applies. Otherwise, a statistically valid plan (ISO 2859, ANSI Z1.4 or MIL 105) which yields an AQL of 0.65 or better.
Purchasing: Purchasing is the primary contact and liaison between the Supplier and DI-EL TOOL & MFG. INC., any questions relating to sales/purchasing should be sent to your purchasing representative.
Questions: All questions concerning quality control/assurance requirements are resolved by contacting the DI-EL TOOL & MFG. INC. Quality Department firstname.lastname@example.org
Conflict Minerals: Seller hereby certifies and represents to DI-EL TOOL & MFG. INC. that the products do not include any Conflict Minerals or any of their derivative products as those terms are defined in Section 1502 of the Dodd – Frank Wall Street Reform and Consumer Products Act, and regulations issued thereunder by the Securities and Exchange Commission, (the “Act”) that originated in the Democratic Republic of the Congo or any adjoining country and that said certification and representation are based upon Seller making due inquiry as to the origin of the Conflict Minerals used in the products. Seller further agrees to cooperate with and provide such reasonable assistance to CCI as may be required to meet its reporting obligation under the Act.
Falsification: The recoding of false, fictitious or fraudulent statements or entries on any paperwork used in the performance work related to an DI-EL TOOL & MFG. INC. Purchase Order may be punished as a felony under federal statute.
FAR 52.225-1: Clause I.65 – FAR 52.225-1 – Buy American – Supplies (May 2014); Modified by DEAR 970.2570 (Nov 2010) applies to all material procured in the fulfillment of this order.
Nondiscrimination: The Seller, or its subcontractor, if any, shall not discriminate against any qualified employee or applicant for employment to be employed in the performance of this contract, with respect to hire, tenure, terms, conditions or privileges of employment because of race, color, sex, national origin or ancestry. The Seller, or its subcontractor, if any, agrees to comply with all the provisions contained in the Equal Opportunity Clause, quoted in Executive Order No. 11246 as amended and hereby incorporated in this Purchase Order by reference. As used therein the word “contractor” shall be deemed to mean “Seller,” and the word “contract” shall refer to this Purchase Order. In addition, the Seller shall cause this Equal Opportunity Clause to be included in the subcontracts or purchase orders hereunder unless exempted by rules, regulations and orders of the Secretary of Labor issued pursuant to Section 204 of the Exec
Force Majeure: Neither party shall be liable to the other for any delay or failure in performing its obligations under this Order to the extent such delay or failure is caused by an event or circumstance that is beyond that party’s reasonable control, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (a “Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strikes, embargoes or industrial disturbances. Seller’s economic hardship, labor difficulties or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to immediately notify Buyer in writing of any actual or potential Force Majeure Event, end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under this Order. If a Force Majeure Event prevents Seller from carrying out its obligations under this Order for a continuous period of more than ten business days, Buyer may terminate this Order immediately by written notice.
Assignment: Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under this Order without Seller’s prior written consent.
Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.
No Third-Party Beneficiaries: This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law: All matters arising out of or relating to this Order shall be governed by and construed in accordance with the laws of the State of Connecticut without giving effect to any choice or conflict of law rule that would cause the application of the laws of any other jurisdiction. The United Nations Convention on the International Sale of Goods shall not apply to any matter arising out of or relating to this Order.
Submission to Jurisdiction: Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Connecticut in each case located in a City and County in Connecticut, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Cumulative Remedies: The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
Notices: All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified mail (return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only upon receipt of the receiving party and if the party giving the Notice has complied with the requirements of this Section.
Severability: If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Order or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival: Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Set-off, Warranties, Indemnification, Intellectual Property, Indemnification, Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction and Survival.