The terms and conditions set forth herein, together with any additional terms and conditions set forth in Seller’s Order Acknowledgement, shall constitute the entire agreement between E-FAB INC. (“Buyer”) and Seller/Vendor for the purchase of Seller’s Product/Service. Buyer will not be bound by any terms of Seller’s order that are inconsistent with the terms hereof. No contract shall exist except upon Seller’s acceptance of Buyer’s offer to purchase Product upon these Terms and Conditions.
By accepting the PO, Seller agrees to be bound by these Terms and Conditions. No term or condition contained in any purchase order form that varies from, or conflicts with, any of these Terms and Conditions shall become part of the contract for the purchase of Product, unless such term or condition is expressly accepted in writing by Buyer’s authorized representative. No waiver by Buyer of any default or provision hereof shall be deemed a waiver of any other default or provision.
Sellers agrees to provide all necessary documentation specified by Buyer’s Purchase Order. Buyer’s final acceptance of Goods or Services is subject to Buyer’s final inspection within forty-five (45) days after receipt at Buyer’s facility. Seller and its suppliers shall establish and maintain a quality control and inspection program to comply with clause #8 of this Terms and Conditions. Subject to applicable national security regulations, Buyer and Buyer’s representatives shall have the right of access, on a non-interference basis, to any area of Seller or Seller’s suppliers. The Seller is required to flow-down to subcontractors any applicable requirements in the purchasing documents, including key characteristics where required.
Seller shall, without additional costs to Buyer, provide all reasonable in-plant accommodations, facilities, and assistance for the safety and convenience of the Buyer and the Buyer’s representatives in the performance of their duties. Seller shall keep and maintain inspection, test and related records, which shall be available to Buyer or Buyer’s representative. Seller shall allow copies to be made and shall furnish all information required by the Buyer or Buyer’s representative. Seller shall grant access and cause access to be granted at any level within the Seller’s supply chain involved in the order to the Buyer and the regulatory authorities to the applicable areas of all facilities and all applicable records. Seller is required to obtain Buyer’s approval in respect to any changes to original design or specifications prior to completion of the work and shipment. Seller agrees to convey to the Buyer any information about non-conformant goods and will follow any disposition procedures further communicated by the Buyer.
All Quality records such as Material/Process certifications, Inspection Reports, Test Reports, Micro-Section Reports, First Article Reports, Process Logs, Work Order Travelers/Routers, procurement documentation etc. shall be maintained for a minimum of seven years, unless otherwise specified in the purchase order, and shall be made available to Buyer for review upon request. Seller agrees that Buyer must be notified in writing 30 days prior to destruction of any records pertaining to Buyer’s purchases. Destruction of the records should render them unrecognizable and must subsequently be disposed using normal waste processing.
Seller will maintain engineering, manufacturing, and quality controls such that the configuration of items scheduled for delivery under this contract conforms to the performance specifications defining the item and the configuration management requirements. The Seller shall not implement any changes to the configuration without prior written approval from the Buyer or Buyer’s contracting representative.
Any decision to accept any nonconformance must be made by Buyer in writing. Seller shall properly identify; control and segregate non-conforming material/product detected at their site and send it to the Buyer to determine the disposition.
Sellers providing calibration services to Buyer shall have a Quality System compliant with ISO9001 (or equivalent). In addition, Seller’s metrology equipment used for final inspection or acceptance of a product shall be compliant with ISO/IEC 17025 and ANSI/NCSL Z540-1. This provision flows to all sub-suppliers throughout the procurement chain. Calibration devices must be traceable to the International System of Units (SI). If the Supplier contracts calibration services, the sub-supplier’s calibration device(s) must be traceable to SI and/or NIST.