1. ACCEPTANCE
The parties shall be bound by this order, and all its terms and conditions when Seller executes and returns the acknowledgment copy of this order or delivers or furnishes to IMSAR any of the goods and/or services ordered. No contract shall exist except as herein above provided.
2. DELIVERY
The time of delivery stated is the essence of this contract. The date specified for delivery is the required delivery date at IMSAR’s plant, unless otherwise specifically noted in the Purchase Order. IMSAR reserves the right to refuse any goods or services and to cancel all or any part hereof if Seller fails to deliver all or any part of any goods or perform all or any part of any services in accordance with the terms specified herein. If Seller’s deliveries will not meet agreed schedules, IMSAR may require Seller to ship via a more rapid route or carrier in order to expedite such delivery and any difference in cost caused by such change shall be paid by Seller provided, nevertheless, that such right shall be in addition to any other rights and remedies of IMSAR. Acceptance of any part of this order shall not bind IMSAR to accept future shipments or performance of services, nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of IMSAR’s right to cancel or return all or any part of the goods because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing cost or loss of profits, injury to reputation or other special, consequential and incidental damages incurred by IMSAR. Such rights shall be in addition to any other remedies provided hereunder or provided by law or otherwise. Delivery shall not be deemed to be complete until goods have been actually received and accepted by IMSAR, notwithstanding delivery to any carrier or until any services have been performed, received and accepted.
3. CHANGES
IMSAR at any time shall have the right to make changes to this Purchase Order by written notice to the Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller’s costs or time or performance of this Purchase Order, Seller shall notify IMSAR immediately and negotiate an adjustment.
4. NEW MATERIAL
All goods delivered hereunder shall consist of new materials, unless otherwise stated on the Purchase Order.
5. PACKING AND SHIPPING
The goods purchased hereunder must be suitably packed and prepared for shipment to secure the lowest transportation rates, to comply with any specific transportation specifications of IMSAR, and, in all cases, to comply with carriers’ regulations. All charges for packing, crating and transportation are included in the price for the goods set forth herein and will be paid by Seller except as otherwise specifically stated on the Purchase Order. A Packing List shall accompany each box or package shipment, showing the Purchase Order number as well as the item number and a description of the goods. In the event that no such Packing List accompanies any shipment, the count or weight or other measure of IMSAR shall be final and conclusive. IMSAR shall not be obligated to accept any shipments in excess of the ordered quantity and any excess or advance shipments may be returned to Seller at Seller’s expense.
6. PRICE
Unless otherwise specified, the prices established by this Contract are firm fixed prices. In the event Seller is liable to IMSAR for any amounts pursuant to this Contract, IMSAR may, at its election, set-off against any amounts payable to Seller under this contract.
7. INSPECTION AND ACCEPTANCE
(a) IMSAR’s final acceptance of Goods or Services is subject to IMSAR’s final inspection within sixty (60) days after receipt at IMSAR’s facility or such other place maybe designated by IMSAR notwithstanding any payment or prior test or inspection.
(b) Seller and its suppliers shall establish and maintain a quality control and inspection program in accordance with commercially accepted practices or as specified on the Purchase Order. For purchases of non-commercial items, and subject to applicable national security regulations, IMSAR and IMSAR’s representative shall have the right of access, on a non-interference basis, to any area of Seller’s or Seller’s Supply Chain sub-tier premises where any part of the work is being performed.
8. PAYMENT
The original and one copy of a Bill of Lading or comparable shipping document must accompany Seller’s invoices. Payment of such invoices shall be subject to a pro rata adjustment by IMSAR for any shortage in the goods shipped or defective goods rejected by IMSAR, or for any failure to perform services or defective performance thereof. Any discount period shall be calculated from the date of receipt by IMSAR of an appropriate invoice. Invoices may be mailed when goods are shipped, but time of payment shall not commence until actual or scheduled receipt, whichever is later, of items at their destination or upon satisfactory completion of services.
9. WARRANTIES
Seller represents, certifies and warrants:
- (1) that the price charged for the goods and/or services purchased pursuant hereto shall be no higher than Seller’s current price to any other customer for the same quality or quantity of such goods or services;
- (2) and that all goods delivered pursuant hereto will be new, unless otherwise specified, and free from defects in material and workmanship and that all goods will conform to applicable samples, specifications, drawings, and standards of quality and performance, and that all goods will be free from defects in design and suitable for their intended purpose;
- (3) that all services performed pursuant hereto will be free from defects in material
QUALITY REQUIREMENTS
OVERVIEW
As a supplier to IMSAR LLC, you agree to comply with the applicable quality requirements listed below with respect to any product, process, or service provided to IMSAR LLC. These requirements are superseded or amended only by specific requirements transmitted to the supplier at the time of purchase.
1. Quality/Inspection System
The supplier shall maintain a quality/inspection system to ensure provided products, processes, and services meet IMSAR LLC’s requirements. This includes products manufactured, processes performed by, and services provided by the supplier, and those procured by sub-tier suppliers.
2. Calibration or Verification
All measurement and test equipment used by the supplier for inspections (final or in-process) shall be periodically calibrated or verified against NIST-traceable measurement standards.
3. Workmanship Quality
Manufactured product shall be free from burrs and sharp edges.
4. Control of Drawings & Specifications
The supplier shall ensure that the drawings and specification are the latest revision provided by IMSAR LLC, unless otherwise stated on the purchase order. The supplier shall comply with any special requirements requested by IMSAR LLC regarding the control of drawings and specifications for ITAR compliance.
5. Limited Shelf Life Items
Materials with a limited shelf life shall identify a date of manufacture and an expiration date. IMSAR LLC will not accept limited shelf-life items that expire within 6 months of receipt.
6. Material Substitution
Unauthorized material substitutions are not permitted without IMSAR LLC’s written consent.
7. Reporting Discrepancies
Discrepancies, omissions, and the need for clarifications or interpretations of any nature encountered by the supplier with respect to furnished drawings or engineering data shall be brought to the attention of IMSAR LLC for resolution.
8. Changes Affecting Quality
The supplier shall inform IMSAR LLC of any changes to its processes, facility, equipment, sub-tier suppliers, etc., that could affect the quality of product provided to, processes performed for, or services provided to IMSAR LLC.
9. Right of Access
IMSAR LLC, its customers, and appropriate regulatory authorities, shall be provided access to applicable areas of facilities and documentation at any level of the supply chain to perform verification and validation activity when necessary.
10. Counterfeit Parts Prevention
The supplier shall ensure that products provided to IMSAR LLC are authentic and that products contain no counterfeit parts or materials.
11. Foreign Object Debris/Damage
The supplier shall ensure that materials used in products provided to IMSAR LLC do not contain Foreign Object Debris/Damage (FOD).
12. Record Retention
If IMSAR LLC requires inspections, testing, and process controls, records of these shall be retained and remain available to IMSAR LLC for not less than 7 years.
13. Supplier Corrective Actions
The supplier shall respond to corrective action requests and provide evidence, when requested, of actions taken to correct nonconformity identified by IMSAR LLC or its customers.
14. Nonconforming Products, Processes or Services
The supplier shall obtain approval from IMSAR LLC for use-as-is and repair dispositions of nonconforming products, processes and services.
15. Packaging and Handling
At minimum, the supplier shall package all material in a manner that ensures 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 identified.
16. Sub-Tier Suppliers
The supplier shall flow-down applicable requirements, transmitted to the supplier by IMSAR LLC, to sub-tier suppliers. When required, the supplier shall use customer-designated or approved sub-tier suppliers, including process sources.
17. Confidentiality
Suppliers shall hold all information received from IMSAR LLC in confidence and no third party request for information shall be authorized unless approved, in writing, by IMSAR
18. Awareness
The supplier shall ensure that appropriate personnel are aware of:
- Their contribution to product and service conformity.
- Their contribution to product safety.
- The importance of ethical behavior.