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M&F Purchase Order – TERMS & CONDITIONS – MFI-PR-005 revD

1. ACCEPTANCE/ACKNOWLEDGMENT: Supplier’s acceptance of the purchase order (“PO”) shall constitute a binding agreement to the requirements of the PO and Machine & Fabrication’s (“M&F”) general purchasing terms and conditions (“T&C’S”) set forth herein. The PO and T&C’s merge with any agreements or understandings of the parties prior to the date of this PO. In case of conflicting requirements, the issued PO precedes the general purchasing terms and conditions and any previous agreements.
2. PURCHASE ORDER: The PO shall include the following information: PO Number, Item Number, Part Number, Part Description, Quantity Ordered, Unit Price/Lot Charge, Due Date, Name of Authorized M&F purchaser and any additional notes or requirements. Any changes to an order will be made using an updated PO.
3. COMMUNICATION: All correspondence regarding this PO must reference M&F PO number.
4. AMENDMENT/CANCELLATIONS: M&F reserves the right to amend this PO in part or whole at any time, or cancel this PO in part or whole, without penalty if terminated before an agreed lead-time. M&F will pay to supplier in accordance with the terms hereof the reasonable, unavoidable costs which supplier incurred (“time & material”) in having performed the terminated portion of a PO, which cannot be used in supplier’s business in the foreseeable future.
5. MATERIAL: If M&F furnishes any material for fabrication supplier agrees to not to substitute any other material in such fabrication or use the material for any other project. All such material (except that which becomes normal industrial waste) will be returned in the form of products or unused material to M&F. In addition, supplier shall inspect any M&F furnished material and shall have the right to reject any nonconforming material but in the event of losses or attrition thereafter supplier shall be responsible for replacing such material at supplier’s expense

6. QUALITY/CERTS: The supplier shall provide and maintain an inspection/quality system which will assure that all delivered products conform to PO requirements, whether manufactured or processed by the supplier or an approved sub-tier supplier. Any certificate required by the PO or these terms and conditions must accompany the goods at the time of shipment to M&F and one copy shall be maintained on site at supplier’s facility. M&F may require supplier to provide a certificate of conformance (“COC”) with all goods delivered. All documentation pertaining to shipments shall be maintained by supplier for a minimum of 10 years, unless otherwise stated in the PO. M&F may request supplier to provide electronic copies of all relevant certification documents to M&F (purchaser) at time of shipment. The supplier must notify M&F prior to destroying any records relating to shipments to M&F.
7. INSPECTION: All Goods shall be inspected and accepted by supplier prior to shipment to M&F. All goods are subject to inspection by M&F at supplier’s facility and/or at M&F facility. Rejected goods shall be removed, repaired or replaced by and at the expense of the supplier promptly after notification of rejection. Final inspection and acceptance or rejection of the goods shall be made within a reasonable time, after receipt. Excess shipments over agreed upon quantity shall be rejected unless authorized in writing on PO prior to delivery.

8. USE OF CALIBRATED EQUIPMENT: Supplier shall use calibrated equipment to inspect M&F products when performing buy-off and final dimensional inspection. Calibration records shall be provided as needed.
9. CALIBRATION SERVICES: In case supplier is a provider of metrology equipment to M&F, or providing verification and calibration services of new or used metrology devices to M&F, the supplier shall provide the equipment, unless otherwise stated on the PO, in calibrated condition, along with the calibration certificates, reference calibration specification and calibration documentation and records. The calibration specification shall be NIST by default. The calibration date shall be as close as possible (< 3 months) to the delivery date to M&F as to maximize the use interval prior to re-calibration. The supplier shall guarantee that the calibrated tool has not been used prior to M&F’s first use “in service” date, supporting this date to coincide with the start of the default interval between calibrations.
10. SHELF LIFE: In case supplier is a provider of perishable products, the product shall have a minimum of 80% remaining shelf life after receiving at M&F.
11. FIRST ARTICLE REQUIREMENTS: M&F has the right to require first article inspection independent of end customer requirements. M&F will list all first article inspection requirements in PO. The supplier is responsible for complete inspection of first articles, associated documentation and scheduling M&F inspection to verify product.
12. NON-CONFORMITY: Supplier shall notify M&F of any non-conforming product immediately. M&F may determine to reject non-conforming items, use them as is, or provide a rework solution. The supplier shall not use dispositions of use-as-is or repair, unless specifically authorized by M&F. M&F has the right to request written corrective action from the supplier in order to address each non-conformance and to recover associated costs of repair or replacement.
13. DELIVERY: The goods delivered to M&F under this PO shall conform to specifications, attachments, models, drawings and any other requirements as described in the PO, and all goods shall be free from defects in material and workmanship. Title shall be transferred to M&F upon delivery of the goods to M&F premises (“FOB M&F”), and shall be free and clear of all liens, security interest and any other claims whatsoever. Supplier shall deliver complete orders. Partial deliveries are not permitted without prior written authorization by M&F. Early deliveries are permitted. Supplier shall notify M&F of any circumstances that may cause a delay in delivery, stating the estimated period of delay and reasons, and providing options to recover schedule.
14. FOD, PACKAGING, SHIPPING AND CONDITION OF SUPPLY: Supplier shall package the goods as per industry standard for suitable and safe transportation to avoid damage. Supplier shall prevent, detect and remove any foreign objects (“FOD”) that could damage product prior, during or after shipment. Supplier shall mark the packaging with handling and loading instructions, shipping information and PO number. Goods shall be delivered clean and free of dust, chemicals or grease, except corrosion protection coatings, as required. Supplier shall mark the goods with the M&F order number, as stated on the PO.  An itemized packing list shall accompany each shipment.
15. PERFORMANCE: M&F monitors supplier performance (quality and on-time-delivery) to maintain approval status.  Supplier performance data is available upon request. If requirements are not met, M&F will issue an NCR to supplier in order to establish a disposition  (e.g. replace, repair, use as is with discount, etc.). Depending on the severity of the NCR (reoccurring error, quantity of issues, item, etc.) a corrective action request may be issued to supplier. Supplier is required to complete the corrective action and return per the response due date. M&F may require additional actions (e.g. additional inspection, testing, site visit, audit, request for replacement costs, expedited repair, etc.). Part of this corrective action is that M&F will initiate a supplier re-evaluation to confirm supplier status going forward.
16. COMPLIANCE WITH LAWS: Supplier agrees that all goods covered by this PO are manufactured in compliance with the requirements of all applicable government, federal, provincial, state, local laws, rules and regulations. Upon request, a certificate attesting to such compliance may be required.
17. SAFETY DATA SHEETS: As applicable, supplier shall provide purchaser with all appropriate Safety Data Sheets (“SDS”, formerly MSDS) at the time of delivery of each shipment of Goods which requires such compliance and/or and for materials used by the supplier while performing Services. Chemical manufacturers or importers shall comply with WAC 296-901-14014.
18. CONFLICT MINERALS: All goods supplied to Purchaser must be “DRC conflict free”(as defined by applicable rules). Material that contains conflict minerals that originated in a DRC Covered Country will be deemed non-conforming and unacceptable. Supplier shall disclose and report to M&F buyer occurrences concerning the use of conflict minerals in its supply chain. In addition, supplier shall notify M&F buyer when country of origin of goods is China, Russia, Iran or North Korea.
19. COUNTRY OF ORIGIN: Supplier shall comply with country of origin requirements as defined by M&F on the PO. Typical country of origin requirements include DOMESTIC (census.gov USA, Puerto Rico, US Virgin Islands) ,DFAR (https://www.acquisition.gov/dfars/252.225-7002-qualifying-country-sources-assubcontractors) or DESIGNATED (https://ecfr.io/Title-48/Section-25.003).
20. COUNTERFEIT PARTS: Supplier must plan and implement a process for the prevention of the use of counterfeit or suspect counterfeit parts or materials. Supplier is responsible for maintaining traceability of all standard hardware & material to manufacturing source and manufacturing lot.
21. M&F PROPERTY: Unless otherwise agreed in writing by M&F, all supplies, methods & programs, materials, tools and equipment furnished or paid for by M&F shall remain the “Property of M&F” and shall be so marked. If kept at supplier’s facility, it should be properly maintained and used exclusively for work performed for M&F. Supplier accepts responsibility for protecting M&F property on their premises, against loss or, damage, replacement costs and shall, upon request, return property in good condition, except for normal wear, to M&F.
22. SUBSTITUTIONS/PRICE INCREASES: Material substitutions and/or price increases for the goods will not be accepted without prior written consent from authorized M&F purchaser.
23. NOTIFICATION OF CHANGE: The supplier shall notify M&F of changes in manufacturing capabilities or process definition, changes in manufacturing facilities, and where required, obtain M&F approval.
24. SUB-TIER SUPPLIERS:  Except for raw material sourcing, supplier may not offload M&F work without specific written approval from M&F. Supplier may also be required to use only sub-tiers approved by M&F. When approved, The supplier shall ensure the capability of all sub-tier suppliers and is responsible for the quality of sub-tier work. The supplier shall ensure that suppliers of special processing are currently approved for the special process/specifications by M&F. All applicable requirements in the purchasing documents must be flowed down to sub-tier suppliers, including key characteristics, critical safety items, terms and conditions and M&F customer contractual requirements if any.
25. TECHNICAL DATA: The Supplier is responsible for obtaining and maintaining the technical data necessary to fulfill PO requirements.Unless specified otherwise, the current revision of stated material or process specifications shall be used.
26. RIGHT OF ACCESS: The supplier shall provide access to its facilities and records for employees of M&F, M&F subcontractors, any regulatory authorities or customers, as required for quality or management system reviews, goods and/ or process validation or investigations. This requirement shall be flowed down to supplier’s sub-tier suppliers.
27. MANUFACTURING PLANS: Suppliers are required to ensure that manufacturing sources maintain documented records of manufacturing steps and sequence.
28. LIABILITY FOR INJURY: Supplier shall indemnify M&F against any and all costs, loss and liability for all personal injury and property damage caused by the Goods or Services performed by supplier (whether performed on the premises of supplier or M&F or elsewhere) and shall defend at its sole cost and expense any action brought against M&F as a result of any such personal injury or property damage. Supplier shall carry and maintain insurance coverage satisfactory to M&F to cover the above, and upon M&F’s request, shall furnish M&F with evidence of such insurance in a form satisfactory to M&F.
29. CONFIDENTIALITY: Unless otherwise agreed by M&F in writing, supplier shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by M&F to supplier in connection with supplier’s performance of this PO or prepared by supplier specifically for M&F pursuant to this PO, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information (“Confidential Information”). Supplier shall not make any copies of Confidential Information except as specifically authorized by M&F in writing. At the completion of this Purchase Order, or upon M&F’s request, supplier shall promptly return to M&F all Confidential Information not consumed in the performance of this PO, together with any copies in supplier’s Possession. Supplier shall use Confidential Information solely for supplier’s performance of this PO for M&F, and supplier shall not, without M&F’s written consent, directly or indirectly use Confidential Information or information derived there from in performing services or providing goods for any other customer of supplier, or any other person or entity. M&F may require the signing of a separate Non-Disclosure Agreement (“NDA”). Supplier shall not make or authorize any news release, advertisement, or other disclosure which shall deny or confirm the existence of this order without the prior written consent of M&F.
30. SAFEGUARDING DIGITAL INFORMATION & CYBER INCIDENT REPORTING: Suppliers shall protect keep confidential M&F’s digital information per the confidentiality requirement above. Supplier shall notify M&F immediately in case the information access has been compromised, ej. the supplier has been subject of a cyberattack on its network system.
31. ITAR/EXPORT CONTROL: M&F documents may contain information subject to united states export control laws, and which may not be exported from the united states, or otherwise released or disclosed to foreign nationals inside or outside the united states, without first obtaining an export license from the united states government under the international traffic in arms regulations (ITAR) and/or the export administration regulations (EAR). Supplier shall comply with these laws. Violation of united states export control laws is subject to imprisonment and/or fine.
32. PRICING, TAXES, CUSTOMS AND DUTIES: All and any taxes (except sales tax), duties, fees and other charges levied by any relevant authority in connection with the supplier’s performance of the purchase order, costs and expenses associated with any custom formalities (including all appropriate licenses and authorizations) necessary for export shall be the responsibility of the supplier and included in the purchase order Pricing.
33. TERMS OF PAYMENT: Unless otherwise agreed, M&F will honor the supplier’s standard terms of payment.
34. ETHICAL CONDUCT: Supplier agrees to communicate to employees and sub-tier suppliers the importance of their contribution to product or service conformity and safety, and the criticality of business integrity and ethical behavior. M&F and supplier share the obligation to be honest, fair, and straightforward in all our business activities and towards all the parties with whom we interact. M&F’s ethics policy is available upon request.
35. TERMINATION: A supplier who ceases operations (i.e., goes out of business) shall contact the Purchaser to make arrangements for the transfer of all quality records to M&F for storage. A supplier who discontinues acceptance of M&F purchase orders, but whose business remains intact, shall be responsible for the archival of all quality related records for the time period specified above.
36. DISPUTES/JURISDICTION & VENUE: M&F and Supplier shall use their best reasonable efforts to resolve any and all disputes, controversies, claims, or differences between M&F and Supplier, arising out of or relating in any way to this PO or its performance, including, but not limited to, any questions regarding the existence, validity or termination hereof (“Disputes”), through negotiation. Only upon failure by M&F and Supplier to resolve the Dispute through such negotiation may either Party institute legal action. Any dispute arising under this order, which is not disposed of by agreement of the parties, shall be decided by a court proceeding. The jurisdiction and venue of any dispute shall be submitted to the King County Superior Court, State of Washington and each party submits to the jurisdiction of that court for such purpose. Any removal to Federal Court shall be to the Western District, Seattle, Washington. Pending settlement of final decision of any such dispute, Supplier shall proceed diligently with the performance of this order in accordance with M&F’s direction.