Terms and Conditions

FIRLAND FOUNDATION & WORKSHOP 

QUALITY TERMS / PO NOTES / FLOW DOWN INFORMATION  

1.       PURCHASED COMPONENTS: –          All parts shall be identified with unique number and material heat lot number, assigned by supplier. –          All materials shall be traceable to material / test inspection reports. –          PREFERENCE FOR DOMESTIC SPECIALTY METALS: materials ordered must be melted in the United States of America per DFAR 252-225-7009 and DFARA 252-225-7014  

2.       MATERIAL CERTIFICATION: –          Material certifications are required in accordance with this purchase order and referenced specifications.  Material certification data shall be recorded on the supplier’s letter head and shall bear the name, title, and signature of the authorized company representative.  The name and title shall be clearly legible.  The data forwarded by the manufacturer shall contain a signed certification that the reported results represent the actual attributes of the material furnished and indicate full compliance with all applicable specification and contract requirements.  Statements on material certification documents must be positive and unqualified.  Words such as “to the best of our knowledge” or “we believe the information contained herein is true” are NOT acceptable.  

3.       RECEIVING INSPECTION: –  Firland Foundation Quality Assurance inspection required –  Quantity check –  Material Certification required (as applicable) –  Inspection per purchase order  

4.       SHIPMENTS: –          Shipments shall be made in accordance with Buyer’s shipping instructions which are subject to revision with respect to undelivered quantities.  Time is the essence with this order.  Seller shall advise Buyer immediately of any shortage or delay in shipment.                         

5.       EXTRA CHARGES: –          No additional charges of any kind, including charges for boxing, bur lapping, packing, cartage, storage, insurance, or other extras will be allowed.  

6.       WARRANTY: –          Seller warrants to Buyer that the goods and / or services covered by this order will conform to the drawings, specifications, samples or other description furnished by Buyer, and will be of first class material and workmanship and free from defects; and Buyer reserves the right to cancel the unfilled portion of this order, with out liability to Seller, for breach of this warranty.   

7.       INSPECTION: –          Delivery shall not be deemed to be complete until, and all goods will be received subject to Buyer’s inspection and acceptance at destination, notwithstanding any other agreement to pay freight, express or other transportation charges, and risk of loss of damage in transit shall be on Seller.  Defective goods may be rejected by Buyer; and Buyer, at its option without prejudice to any other legal remedy, may hold such goods at Seller’s risk or return same to Seller at the latter’s risk or expense.  Defects are not waived by acceptance of the goods or by failure to notify Seller thereof.  Seller and Buyer each agrees to cooperate with the other if either party desires to file a claim against a third party for any loss of or damage to the goods in transit.  

8.       PATENT INFRINGEMENT: –          Seller will exonerate, indemnify and hold harmless Buyer, its officers, agents and employees, from and against any and all liability, damage, loss, cost or expense which may accrue to or be sustained by Buyer on account of any claim, suit or action made or brought against Buyer or its customers for actual or alleged infringement of any patent by resale or the use of said goods or any part thereof; and Seller, at Buyer’s request, will defend any such claim, suit or action at Seller’s expense.  

9.       CONTINGENCIES:             –          Failure of Buyer to take shipments hereunder, or delay in taking shipments, if occasioned by fire, explosion, war, accident, interruption or delay in transportation, labor trouble, inability to obtain materials and supplies, Government regulations, acts of God,  or any other causes of like or different character beyond Buyer’s control shall not subject Buyer to any liability to Seller because of thereof, but at Buyer’s option, the total quantity covered by this order may be reduced by the amount of omitted shipments or the specific delivery period extended by a time equal to that during which shipments shall be so omitted and such shipments made during the period of extension.  

10.   FEDERAL AND STATE LAW: –          This order is placed by Buyer with the understanding, and in accepting the same Seller warrants, that all applicable Federal and State statutes and regulations, including compliance to conflicting minerals, those pertaining to noise, pollution and safety standards, will be compiled with in connection with the manufacture and sale of said goods.  Seller further warrants that any equipment furnished pursuant to this order will meet all existing Federal and State noise, pollution and safety standards.  Seller further agrees to abide by existing Federal and State standards pertaining to non-discrimination in hiring and promotion practices, including the non-discriminatory provisions of Executive Order 1124, as amended.  The Seller further agrees that is will not discriminate against any employee or qualified applicant for employment because he or she is a disabled veteran or veteran of the Vietnam Era (Sec 02 of Vietnam Era Veterans Readjustment Act of 1974); or because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified.  (Sec of the Rehabilitation Act of 1973).  Seller further agrees to comply with rules, regulations and relevant orders of the Secretary of Labor issued pursuant to the Act or Acts as amended.   

11.   RELEASE: –          Seller waives all rights to make claim or file suit against Buyer for, and releases Buyer from all liability or responsibility of any kind arising from the death of or injury to persons or destruction of property sustained in connection with performance of this order except that caused by the intentional misconduct of Buyer or its employees acting within the scope of their employment.   

12.   INDEMNITY: –          Seller assumes the risk of all damage, loss, cost and expense, and agrees to indemnify and hold harmless Buyer, its officers, agents and employees from and against any ad all liability, damage, loss, cost and expense which may accrue to or be sustained by Buyer, its officers, agents and employees on account of any claim, suit or action made or brought against Buyer, its officers, agents or employees, for the death of or injury to persons or destruction of property, involving Seller, its employees, agents and representatives sustained in connection with performance of this order, arising from any cause whatsoever except intentional misconduct of Buyer or its employees acting within the scope of their employment.  

13.   OTHER TERMS: –          Unless otherwise specified in writing, Firland Foundation and Workshop Standard Payment terms are NET 30 days paid upon the later of material receipt or invoice receipt.  By acknowledging receipt of this order or by shipping the above goods, Seller agrees to the terms and conditions set forth in this order and any attachments hereto.  Any different or additional terms in Seller’s acceptance of this offer are hereby objected to.  If this order shall be deemed an acceptance of a prior offer by Seller, this acceptance is expressly conditional on Seller’s written assent to any additional or different terms contained herein.  No oral agreement or other understanding shall in any way modify this order or the terms or the conditions hereof.  The rights and duties of the parties hereto shall be determined by the laws of the State indicated in the heading of this Purchase order.  

14.   RECORD RETENTION: –          Firland Foundation and Workshop requires the seller to retains all records for “calendar year plus 10 years”, unless otherwise specified.  Evidence of compliance with this requirement shall be provided at Firland Foundation and Workshop request.  Firland Foundation and Workshop records approved at the Seller’s plant shall be forwarded to the buyers purchasing department.  

15.   INVOICING COMPLIANCE: –          Seller shall, vial invoice or other form satisfactory to Boeing, certify that the products covered by the order were produced in compliance with Sections 6, 7 and 12 of the FAIR LABOR STANDARDS ACT (29 U.S.C.201-291), as amended, and the regulations and orders of the U.S. Department of Labor issued thereunder.  In addition, the following Federal Acquisition Regulations are incorporated herein by this reference except “Contractor” shall mean “Seller” and “Contract” shall mean Order.  

16.    U.S. DEPARTMENT OF LABOR FEDERAL ACQUISITION REGULATIONS APPLY (FAR) –          FAR 52.222-26 “EQUAL OPPORTUNITY” –          FAR 52-222-35 “AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM VETERANS” –          FAR 52.222-36 “AFFIRMATIVE ACTION HANDICAPPED WORKERS” –          FAR 52-249-2 (e -i) “TERMINATION FOR CONVENIENCE OF THE GOVERNMENT” (FIXED PRICE), as published in 48 CFR 52.249-2 approval 1996, without Alternates.  

17.   REFERENCE: –          The Boeing Company General provisions (Fixed Price Goods Contract – Commercial GP1 –           Fixed Price Services Contract – Commercial – GP2 –          Labor Hour/Time and Material Contract – Commercial – GP3 Current revisions available at www.boeingsuppliers.com http://www.boeingsuppliers.com/terms.html   

18.   FIRST ARTICLE INSPECTION (FAI): –          Firland is a direct Boeing Supplier.  Where seller performs (FAIS), such FAIS shall be in accordance with AS/EN/SJAC 9102 and when directed by Boeing, seller shall document such FAIS within the Boeing Licensed Net-Inspect Software.  Boeing requires that the FAI provisions / requirements set forth above related to the compliance with AS/1eN/SJAC 9102 be included in sellers direct supply contracts, as well as the obligation that they be flowed to the Sub-Tier supply chain.  Furthermore, where seller is required to document FAIS in Net-Inspect Software, this obligation shall also be flowed to seller’s supply chain.  

19.   BOEING PO NOTES (ERP CONTRACT – 200503) URL https://www.boeingsuppliers.com/ –          The following PO Notes are incorporated by Reference: A17, A18, A47, A49, A56, A60, A61,  A75, A98, B39, C32, C65, G71,  J09, J59, Q03, Q07, Q09, Q13, Q14, Q21, Q22, Q23, Q29, Q31, Q100, Q102, R08, S68, T88, U40, U72  

20.   REFERENCE: –          Propriety information agreement PIA NO. PIA-2012-8445(REL/lhh783/10618 rev 1) rel date 8-26-05 –          CUSTOMER CONTRACT REQUIREMENTS Proprietary CUSTOMER CONTRACT 07-G-8457  

21.   BOEING QUALITY MANAGEMENT SYSTEM REQUIRES SUPPLIERS TO REFERENCE DOCUMENT –          D6-82479 CURRENT REVISION For access to General provisions document go to the suppliers terms and conditions. URL http://www.boeingsuppliers.com/terms.html 

22.    REVISIONS: –          Firland requires the identification and revision status of specifications, drawings, process requirements, inspections, and verification instructions (including production  process verification), use of Statistical techniques for product acceptance and other relevant technical data.  

23.   DESIGN: –          Requirements for design, test, verification, inspection and related instructions for acceptance by the organization and as applicable critical items including key characteristics must be available upon request.   

24.    TEST: –          Requirements for test specifications (E.G. production method, number, storage conditions) for design approval, inspection, investigation or auditing must be available upon request.  25.   NONCONFORMANCE NOTIFICATION: –          Requires supplier notification to the Firland Foundation and Workshop of Nonconforming product intended for Firland Foundation and Workshop, as well as any defected after delivery of product.  This applies for all non-conformances which deviate from the requirements of this purchase order, and any referenced specifications.  

26.   PROCESS CHANGE NOTIFICATION: –          Requires the Supplier to notify the organization of changes in product and or process definition, changes in suppliers and changes in manufacturing facility locations and where required, obtain organizational approval.  

27.        RIGHT OF ACCESS VERFICATION: –          Firland Foundation and Workshop, Firland’s Customer and the applicable government agency shall have access to inspect and verify the quality and material within the facility at all production stages for all product or materials intended for incorporation into their final product.  This will include the supplier’s plant facilities, systems, equipment, testing, data personnel and all work in process and completed for products.  

28.    IDENTIFICATION AND TRACEABILITY: –          All parts shall be identified with unique Firland Foundation and workshop manufacturing number, Heat number following processing the subcontractor, manufacturing number, Heat numbers are to be supplied by Firland Foundation and Workshop.  All materials are to be traceable to materials test / inspection reports.  Supplier shall maintain traceability at all times.  

29.   FLOWDOWN REQUIREMENTS: –          Requires the supplier to flow down to Sub Tier suppliers, with the modification that all Sub Tier notification shall pass through seller (and not made direct from Sub Tier to Boeing).  Seller shall notify Boeing of all Sub Tier escapes and Design errors in accordance with respective communication process set forth herein.   

30.   FRAUD AND FALSIFICATION: –          All certifications and check sheets must clearly state the following or equivalent.  “The recording of false, fictitious, or fraudulent statements or entries on this document may be punishable as a felony under Federal Statute”.  

31.   COUNTERFEIT PARTS: –          Supplier shall ensure prevention from use of counterfeit parts or product.  

32.   EMPLOYEE CONTRIBUTION AWARENESS: –          Ensure that persons are aware of their contributions to product and or service conformity.  

33.   PRODUCT SAFETY: –          Ensure persons are aware and involved in product safety.   

34.   ETHICAL BEHAVIOR: –          Ensure persons are aware and are acting with ethical behavior.  SUPPLIER MONTHLY PERFORMANCE EXPECTATIONS SUPPLIER MONTHLY QUALITY = 99.55% OR HIGHER SUPPLIER MONTHLY ON TIME DELIVERY = 96.00% OR HIGHER SUPPLIER ON TIME DELIVERY ACCEPTANCE WINDOW = 5 DAYS EARLY / 0 DAYS LATE IF QUALITY OR DELIVERY DROPS BELOW THE ABOVE %S ACTIONS WILL NEED TO BE TAKEN.   

END OF DOCUMENT  

This is a controlled document, 204-07 Revision New.