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E-FAB, INC. Terms and Conditions

– Supplier Base 08/25/21 Rev. B

1. General

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.


Unless otherwise agreed to in writing by Buyer, title and riskof loss or damage shall pass to Seller upon delivery of the Product to the transportation company at Seller’s facility. Buyer reserves the right to ship Product freight collect and to select the means of transportation and routing if not previously designated by Seller. Unless otherwise advised, Buyer will insure Product to their full value or declare full value thereof to the transportation company and all shipping and insurance costs shall be for Seller’s account and Seller agrees to reimburse Buyer for the cost of shipping and insurance. Confiscation, destruction of, or damage to, Product shall not release, reduce or in any way affect Buyer’s obligation to pay for same.


Seller shall only deliver goods that are and only contain materials obtained directly from the original manufacturer (OM), an authorized distributor, or an authorized aftermarket manufacturer, and are not counterfeit, do not contain Counterfeit or Suspect Counterfeit Items and contain only authentic, unaltered OM labels and other markings. Seller certifies, to the best of its knowledge and belief, that no such parts have been or are being furnished to Buyer. Seller shall obtain and retain all documentation required to fully trace the distribution and sale of the goods delivered hereunder back to the relevant OM and will be able to provide such authenticating documentation. Upon Buyer’s request, Seller shall provide Buyer certificates of conformance with respect to the goods delivered. Buyer reserves the right to seize and quarantine any / all suspected counterfeit products it receives from seller on this Purchase Order. Suspect counterfeit products may be forwarded to the Original Component Manufacturer and / or the appropriate Federal or State authorities for final analysis, possible confiscation and / or destruction. If products furnished by the Seller are determined to in fact be counterfeit, Seller agrees to reimburse Buyer on the full purchase price paid as well as any shipping or 3rd party testing charges incurred by Buyer.


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.


For all ECI/OUO materials and information, seller agrees to comply with regulations below:


    1. ECI/OUO information and items must be maintained in a secured area to prevent inadvertent release or disclosure to foreign persons. Foreign persons (non-US persons), including employees, consultants, visitors, and/or sub-contractors, must be restricted from having access to ECI/OUO information and items through any means (this includes overhearing conversations, observing material or information, or otherwise obtaining access in any way).


    1. ECI/OUO information and material must be stored in a secured area to restrict access from foreign persons.


    1. The Supplier is responsible for flowing down ECI/OUO requirements to their suppliers used to support Buyer’s product requirements. ECI/OUO information must be sent through a secure method when transmitting electronically (i.e. encryption, password protection, or secure FTP site).


    1. ECI/OUO articles/information must be destroyed when no longer needed as appropriate for their industry as follows:


    1. Manufacturers — documents, electronic media, models and materials (including scrap and in-process scrap) must be destroyed when no longer needed.


  1. Service Providers – documents, electronic media, models and materials (including scrap and in-process scrap) must be destroyed when no longer needed, as applicable.

iii. Distributors — documents and electronic media must be destroyed when no longer needed


This contractor and subcontractor shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, or for inquiring about, discussing, or disclosing information about compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or veteran status.

To the extent applicable, the VETS-4212 reporting requirements set forth in 41 C.F.R. § 61-300.10 are hereby incorporated by reference into this contract

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