West Coast Industries, Inc.
1. DEFINITION AND EXPLANATION
"Buyer" means West Coast Industries, Inc., its divisions or subsidiaries. "Seller" means the party with whom Buyer is contracting and any reference to "vendor", "subcontractor", "contractor" or "supplier" shall also mean Seller. "Purchase Order" ("Order") means the name or title of the instrument of contracting, including all documents, exhibits and attachments referenced thereon. "Products" means those goods, supplies, materials, articles, items, parts, components or assemblies described in this Order.
2. ACCEPTANCE OF ORDER
This Order is Buyer’s offer to Seller. Seller’s Acceptance is expressly limited to the terms of the Order and Buyer hereby objects to any additional or different terms in Seller’s Acceptance. Seller accepts this Order as written by executing and returning to Buyer the Acceptance or Acknowledgment copy of the Order, or by beginning performance.
3. COMPLETE AGREEMENT
This Order is the complete and exclusive statement of the terms of agreement between Buyer and Seller.
4. MODIFICATION
No modification of this Order (including any additional or different terms in Seller’s acceptance) shall be binding on Buyer unless agreed to in writing and signed by Buyers duly authorized Purchasing Representative.
5. PACKING AND SHIPPING
Except as otherwise specified in the Purchase Order or referenced documents, normal commercial packaging and packing shall be utilized to assure receipt of acceptable merchandise. No packing or carting charges are authorized without written approval. Seller shall mark all packages and correspondence with the Purchase Order and the Part Number.
6. DELIVERY
Seller shall deliver strictly according to the schedule specified or referred to in this Order. Articles shipped in advance of schedule may be returned to Seller at Seller’s expense. Seller shall ship exact quantity unless a quantity variance is indicated. Upon failure of Seller to deliver as agreed, Buyer may cancel this Order in whole or in part and be relieved of all liability for any undelivered portion in addition to any other rights or remedies. A waiver by the Buyer of its right to cancel by acceptance of any item after the scheduled delivery date or otherwise, shall not constitute a waiver of such right as to future deliveries. Unless otherwise agreed in writing, Seller shall not unreasonably anticipate schedule by the purchase of articles or manufacture of quantities exceeding those reasonably required to meet delivery dates. Seller will promptly notify Buyer in writing of delays and the cause. In case of delinquent deliveries, Seller agrees to make express shipments at its own expense if requested by Buyer.
7. INVOICE AND PAYMENT
Unless otherwise specified, a separate invoice shall be issued for each shipment. No invoice shall be issued prior to shipment of Products. No payment will be made prior to receipt of Products and correct invoice. Buyer reserves the right to delay payment until Products have been accepted. Payment due dates, including discount periods, will be computed from date of receipt of Products and correct invoice (whichever is later). Unless freight and other charges are itemized, any discount will be taken on the full amount of the invoice. Buyer has the right, without loss of discount privileges, to par invoices covering Products shipped in advance of the schedule on the normal maturity after the date specified for delivery. Any payment shall not constitute acceptance of the Products.
8. QUALITY, INSPECTION, ACCEPTANCE AND REJECTION
A. All products are subject to final inspection and acceptance at destination, notwithstanding the F.O.B. point or any payment or prior inspection at source. Final Inspection and acceptance will be made at a reasonable time after receipt of Products.
B. Inspection and Acceptance of any Products by Buyer shall not be deemed to alter or affect the obligations of Seller or the rights of Buyer and its customers under warranties herein or as may be provided by law.
C. Buyer’s failure to inspect any of the Products hereunder shall neither relieve Seller from responsibility for such Products as are not in accordance with the requirements of this Order nor impose liability on Buyer therefor.
D. Seller will immediately notify Buyer when there is a possibility that any nonconforming material has been shipped. The notification will include clear details of the nonconformance, listing of suspect parts (including serial number(s), lot number(s), manufactured date(s), quantity, delivery date) immediate corrective action, and listing of any similar parts which may be affected within 2 business days of any suspected nonconforming product. Nonconforming material detected prior to shipment will be held until disposition is received from Buyer.
E. Any tender of Products which is nonconforming as to the quality, quantity, or delivery schedule shall constitute a breach of this Order and Buyer shall have the absolute right to reject such Products. Buyer shall notify Seller as to such rejection and Buyer shall have all remedies as provided by law and this Order.
F. West Coast Industries, Inc. and its customers, including regulatory agencies) have the right of entry into Seller’s facilities to determine and verify quality of work, records, and material. Where specified in the Order, West Coast Industries, Inc. and its customers, including regulatory agencies) have the right of entry into Seller’s facilities to verify that subcontracted Product conforms to specified requirements.
G. Seller shall submit any alterations / changes to materials and/or processes, suppliers or facilities to buyer for approval before implementation of changes.
H. Seller shall flow down all quality requirements from Buyer and through us from our customers to their sub-tier suppliers.
9. RECORDS RETENTION
Unless a longer period is specified in this Order or by law or regulation, Seller shall retain all records related to this Order for the current year plus ten (10) calendar years. Records related to this Order include, but are not limited to, financial, proposal, procurement, specifications, production, inspection, test, quality, shipping and export, and certification records. Quality records pertaining to nonconformance will be retained and available at all reasonable times for the life of the aircraft. At no additional cost, Seller shall timely provide access to such records to the US Government, regulatory authorities and/or Buyer upon request. At the expiration of such periods, Seller will notify Buyer of its intent to destroy such records. Buyer will either approve of the destruction or request delivery of such records. In the event Buyer chooses delivery of the records, Seller will promptly deliver such records to Buyer at no additional cost on media agreed to by both parties. Buyer will treat all information disclosed under this Section as confidential, unless required by government contracting regulations.
10. COMPLIANCE WITH LAWS
A. Federal, State and Local Laws. Seller warrants that in performance of this Order, it will comply with all applicable Federal, state and local laws. On its invoice or in other form satisfactory to Buyer, Seller shall submit certification that the Products covered by this Order were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act (29 U.S.C. 201-219) as amended, and of regulations and orders of the U.S. Department of Labor issued under Section 14 thereof.
B. Equal Opportunity. West Coast Industries is an "Equal Opportunity" employer and Seller shall, therefor, comply with the provisions of the President’s Executive Order 11246 as supplemented and all related regulations of the Department of Labor.
11. COUNTERFEIT GOODS
A. Seller shall not furnish Counterfeit Goods to Buyer, defined as Goods or separately-identifiable items or components of Goods that:
i) are an unauthorized copy or substitute of an original equipment manufacturer or original component manufacturer (collectively, “OEM”) item;
ii) are not traceable to an OEM sufficient to ensure authenticity in OEM design and manufacture;
iii) do not contain proper external or internal materials or components required by the OEM or are not constructed in accordance with OEM design;
iv) have been reworked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OEM design but not disclosed as such or are represented as OEM authentic or new; or
v) have not passed successfully all OEM required testing, verification, screening, and quality control processes. Notwithstanding the foregoing, Goods or items that contain modifications, repairs, re-work, or re-marking as a result of Seller’s or its subcontractor’s design authority, material review procedures, quality control processes or parts management plans, and that have not been misrepresented or mismarked without legal right to do so, shall not be deemed Counterfeit Goods. Counterfeit Goods shall be deemed nonconforming to this Order.
B. Seller shall implement an appropriate strategy to ensure that Goods furnished to Buyer under this Order are not Counterfeit Goods. Seller’s strategy shall include, but is not limited to, the direct procurement of items from OEMs or authorized suppliers, conducting approved testing or inspection to ensure the authenticity of items, and, when items are to be procured from non-authorized suppliers, obtaining from such non-authorized suppliers appropriate certificates of conformance that provide one or more of the following:
i) the OEM’s original certificate of conformance for the item;
ii) sufficient records providing unbroken supply chain traceability to the OEM; or
iii) test and inspection records demonstrating the item’s authenticity.
C. If Seller becomes aware or suspects that it has furnished Counterfeit Goods to Buyer under this Order, Seller promptly, but in no case later than thirty (30) days from discovery, shall notify Buyer and replace, at Seller’s expense, such Counterfeit Goods with OEM or Buyer-approved Goods that conform to the requirements of this Order. Seller shall be liable for all costs related to the replacement of Counterfeit Goods and any testing or validation necessitated by the installation of authentic Goods after Counterfeit Goods have been replaced.
D. Seller bears responsibility for procuring authentic Goods or items from its subcontractors and shall ensure that all such subcontractors comply with the requirements of this Section.
12. FOREIGN OBJECT DEBRIS (FOD)
Supplier is required to establish and maintain a FOD prevention program in compliance with AS9146 Foreign Object Damage (FOD) Prevention Program-Requirements for Aviation, Space, and Defense Contractors.
13. SPECIAL PROCESS SUPPLIERS
Supplier shall use only customer approved special process suppliers.
14. SUPPLIER PERSONNEL
The supplier shall communicate to supplier's personnel the contribution to product conformity and product safety, and the importance of ethical behavior.
15. DIGITAL PRODUCT DEFINITION
If WCI exchanges digital models with the supplier, and the Purchase Order references either "Boeing Model", or "Spirit Model", the supplier shall meet all the requirements of Spirit MAA-10009-1, "Quality Assurance Standard for Digital Product Definition at Spirit AeroSystems, Inc. Suppliers".
16. VENDOR PERFORMANCE
Vendor quality rating and delivery performance will be used in the evaluation of, and continued qualification of vendor.
17. BUSINESS CONDUCT
a. Compliance with Laws. Seller and the Goods shall comply with all applicable statutes and government rules, regulations and orders including without limitation, (i) all applicable country laws relating to anti-corruption or anti-bribery, including, but not limited to, legislation implementing the Organization for Economic Co-operation and Development “Convention on Combating Bribery of Foreign Public Officials in International Business Transactions” or other anti-corruption/anti-bribery convention; and (ii) the requirements of the Foreign Corrupt Practices Act, as amended, (“FCPA”) (15 U.S.C. §§78dd-1, et. seq.), regardless of whether Seller is within the jurisdiction of the United States, and Seller shall, neither directly nor indirectly, pay, offer, give, or promise to pay or give, any portion of monies or anything of value received from Buyer to a non-U.S. public official or any person in violation of the FCPA and/or in violation of any applicable country laws relating to anti-corruption or anti-bribery.
b. Code of Basic Working Conditions and Human Rights. Buyer is committed to providing a safe and secure working environment and the protection and advancement of basic human rights in its worldwide operations. In furtherance of this commitment, Buyer has adopted a Code of Basic Working Conditions and Human Rights setting out in detail the measures it takes to ensure this commitment is fulfilled. This code may be downloaded at https://www.boeing.com/principles/human-rights.page. Buyer strongly encourages Seller to adopt and enforce concepts similar to those embodied in the Boeing Code, including conducting Seller’s operations in a manner that is fully compliant with all applicable laws and regulations pertaining to fair wages and treatment, freedom of association, personal privacy, collective bargaining, workplace safety and environmental protection. Seller shall include the substance of this clause, including this flowdown requirement, in all subcontracts awarded by Seller for work under this Contract.
c. Environmental Health and Safety Performance. Seller acknowledges and accepts full and sole responsibility to maintain an environment, health and safety management system ("EMS") appropriate for its business throughout the performance of this Contract. Buyer expects that Seller’s EMS will promote health and safety, environmental stewardship, and pollution prevention by appropriate source reduction strategies. Seller shall convey the requirement of this clause to its suppliers. Seller shall not deliver Goods that contain any asbestos mineral fibers.
d. Seller Facility. Seller shall provide Buyer written notice of any proposed plans for moving Seller’s manufacturing location for the Goods or moving tooling or other equipment utilized in the manufacture of the Goods to another facility. In no event shall Seller proceed with implementing such plans prior to obtaining Buyer’s prior written approval.
e. Conflict Minerals. Seller shall, no later than thirty (30) days following each calendar year in which Seller has delivered any goods to Buyer, under this Contract or otherwise, complete and provide to Buyer a single and comprehensive Conflict Minerals Reporting Template, using the form found at http://www.boeingsuppliers.com. Seller shall perform appropriate due diligence on its supply chain in order to fulfill the reporting obligations of this Article.
f. Ethics and Compliance Program. Seller acknowledges and accepts full and sole responsibility to maintain an ethics and compliance program appropriate for its business. Seller shall publicize to its employees who are engaged in the performance of work under the Contract or purchase order that they may report any concerns of misconduct by Buyer or any of its employees or agents by emailing to info@coldwork.com. Seller shall convey the substance of this clause to its suppliers.
h. Seller and Sub-Tier Supplier Information. In addition to requirements set forth elsewhere in this Contract, Seller will, when reasonably requested by Buyer, provide sub-tier supplier information related to performance under this Contract. Such information may include but is not limited to Seller’s subcontract management plans, Buyer programs supported, Seller assessment of sub-tier supplier’s capability including financial health and performance issues.
October 15, 2022