Supplier/Vendor Purchase Order Terms and Conditions

Terms and Conditions of Purchase

1. THIS PURCHASE ORDER IS AN OFFER TO BUY AND NOT AN ACCEPTANCE OF ANY QUOTATION OR OFFER TO SELL. ANY REFERENCE TO ANY SUCH QUOTATION OR OFFER TO SELL IS SOLELY FOR THE PURPOSE OF INCORPORATING HEREIN THE DESCRIPTIONS AND SPECIFICATIONS OF THE PRODUCTS, AND SHALL NOT IMPLY ACCEPTANCE OF SELLER’S TERMS AND CONDITIONS. BY ACKNOWLEDGING RECEIPT OF THIS ORDER OR SHIPPING GOODS OR PERFORMING SERVICES CALLED FOR HEREUNDER, SELLER AGREES TO THE TERMS AND CONDITIONS CONTAINED IN THIS ORDER. IN THE EVENT SELLER’S ACCEPTANCE OR ACKNOWLEDGEMENT CONTAINS TERMS ADDITIONAL TO OR DIFFERENT FROM THOSE SET FORTH HEREIN, THIS ORDER SHALL BE DEEMED A NOTICE OF OBJECTION TO SUCH ADDITIONAL OR DIFFERENT TERMS AND A REJECTION THEREOF.

2. INSPECTION – Seller shall maintain a quality and inspection system that is adequate to ensure that all goods or services furnished hereunder conform to the requirements of this purchase order. All goods or services furnished hereunder are subject to inspection and rejection at Buyer’s plant or other destination specified in this purchase order. Risk of loss or damage to the goods remains upon Seller until goods have been inspected and accepted by Buyer at such location. If such goods or services or parts thereof are not delivered in accordance with the delivery schedule specified in this purchase order or are defective in material or workmanship or otherwise fail to conform to Buyer’s instructions and drawings, then Buyer shall, in addition to any other rights it may have, have the right to reject and return such goods or services at Seller’s risk and expense, and no replacement or substitutions shall be made without Buyer’s authorization. Payment by Buyer does not constitute acceptance or waiver of any claim. Acceptance of any or all goods or services covered by this purchase order shall not discharge Seller from liability for breach of any warranties specified herein or implied by law or usage of the trade. Seller shall provide Buyer, its customers and regulatory authorities access to all facilities involved in this order, including subcontractor facilities, and to all production, quality and inspection records. Records must be maintained a minimum of 10 years.

3. CHANGES & CANCELLATION – Buyer may, by written notice to Seller, make changes in the terms of this purchase order, including but not limited to the specifications for goods or services to be furnished, the method of shipping and packing, and the time and place of delivery. Any difference in price of the goods or services as a result of such changes shall be equitably adjusted. Any claim by Seller for adjustment under this Paragraph shall be deemed waived unless asserted in writing within ten (10) days from receipt by Seller of the change. Buyer may also, at any time, by written notice to Seller, or by verbal notice to Seller confirmed in writing, terminate this order in whole or in part (a) for the sole convenience of Buyer, in which event Seller shall immediately cease such cancelled work and be entitled to reasonable termination charges consisting of Seller’s actual provable costs to the date of termination plus a reasonable profit thereon, less value to Seller, but in no event shall Buyer be liable for potential or anticipated profits, overhead or otherwise, or (b) due to Seller’s breach of any of the provisions of this order, in which event, Seller will be liable to Buyer for all damages and loss sustained by Buyer by reason of such breach.

4. FORCE MAJEURE – Failure of Buyer to take delivery of goods or accept performance of services hereunder, or portions thereof, when due if occasioned by Act of God or public enemy, fire, explosion, perils of the sea, flood, weather or climate event, disease, war, riot, sabotage, accident, embargo, civil disorders, government priority, requisition of allocation, or any circumstances of like character beyond the reasonable control of Buyer or which would make impracticable the fulfillment of Buyer’s obligations hereunder, or by interruption of or delay in transportation, shortages of, or inability to obtain, raw materials, supplies, equipment, fuel, power labor or other operational necessities on normal terms, labor trouble, partial or complete suspension of Buyer’s operations, compliance with any order or request of any governmental officer, department, agency or committee, shall not subject Buyer to any liability to Seller. In this connection, Buyer shall not be required to resolve labor disputes, or disputes with suppliers of raw materials, supplies, equipment, fuel or power, but may, in accordance with its best interest, do so. At Buyer’s option, the period specified for delivery of goods or performance of services hereunder shall be extended by the period of delay occasioned by such circumstances, and deliveries or services omitted shall be made or performed during such extension or the total ordered hereunder shall be reduced by the deliveries of services or portions so omitted.

5. PROPERTY RIGHTS – Seller grants to Buyer the right to reproduce, use and disclose in connection with the use, maintenance and service of the goods and services supplied hereunder, all reports, drawings, data and technical information delivered to Buyer. If this order is in whole or in part for the development of a product and/or process for Buyer, Seller hereby conveys and assigns to Buyer all right, title and interest in and to any patents, inventions, copyrights, data and know-how conceived, expressed or first reduced to practice in connection with this order, and a perpetual, royalty-free right and license to make, use, sell, reproduce, display, perform, license, modify and distribute all other patents, inventions, copyrights, data and know-how of Seller or any of its subcontractors incorporated or utilized in connection with the goods and services. Property paid for or furnished by Buyer, such as tools, dies, patterns, material, drawings, designs and other things shall remain Buyer’s property and shall be used exclusively for rendering goods and services for Buyer. Such property shall be identified at all times as property of Buyer and shall be insured by Seller against all risks at the replacement cost thereof, with loss payable to Buyer. Seller shall redeliver such property to Buyer, upon its request, in the same condition as originally received, ordinary wear and tear excepted.

6. NON-INFRINGEMENT – Seller warrants the goods or services furnished hereunder, and the sale or use thereof, will not infringe any patents, copyrights, trademarks or other property rights of others. Seller shall indemnify and defend Buyer from and against any claims, damages, loss or expense, including counsel fees and costs of defense, arising out of or related to any claim or suit against Buyer, or Buyer’s customers, charging such infringement by virtue of possession, use or sale of any goods or services furnished hereunder. If the sale or use of any goods or services furnished hereunder is enjoined because of such infringement, Seller shall, at its sole cost and expense, promptly procure for Buyer the right to continue selling or using such goods or services.

7. COMPLIANCE WITH LAWS – Seller’s performance hereunder, and the goods and services provided hereunder, will comply with the requirements of all applicable Federal, state 07 Nov. 2022 and local laws and regulations, including without limitation the Fair Labor Standards Act of 1938 and the Occupational Safety and Health Act of 1970, and any amendments thereto. Seller certifies that it does not maintain segregated facilities, will not discriminate in hiring or employment because of sex, sexual orientation, gender identity, race, creed, color, religion, national origin, disability or veteran status, and will take affirmative action to ensure that it is in compliance with the foregoing requirements. When the goods or services are being procured for use for, or in the performance of, a contract with the United States of America or a subcontract thereof, the applicable provisions of Government Procurement Regulations (FAR and DFAR) as in effect at the date of this purchase order, and the applicable provisions of the following statutes and Executive Orders, as amended including implementing rules and regulations shall apply: Executive Order 11246, Section 2012 of Title 38, Section 503 of the Rehabilitation Act of 1973, Executive Order 11625, Executive Order 12138, Section 211 of Public Law 95-507, 41 CFR 60– 1.4(a), 60–300.5(a) and 60–741.5(a). Seller shall comply with all requests made by Buyer concerning compliance with product, environmental and other regulatory requirements such as RoHS, REACH and Conflict Minerals.

8. WARRANTIES – Seller warrants it has good title to all goods and services covered hereby. Seller warrants that all goods and services furnished hereunder shall be (a) new and of the quality specified, (b) in conformity with the specifications, drawings, samples or other descriptions furnished by Buyer, (c) fit for the purpose intended by Buyer, (d) merchantable, (e) with respect to goods, of good material and workmanship, and with respect to services, professional and workmanlike, (f) free from defects, and (g) in conformity with all warranties and requirements of applicable law, express or implied. These warranties shall run to Buyer, its successors, assigns and customers and the users of its goods and services and shall survive any inspection or acceptance of the goods or services by Buyer.

9. REMEDIES – Seller agrees to replace or correct defects of any goods or services not conforming to the warranties in Paragraph 8 above, promptly and without expense to Buyer. In the event Seller fails to do so, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the cost incurred by the Buyer thereby. Seller shall be liable for all loss or expense incurred by Buyer, including incidental and consequential damages, arising from (a) Seller’s breach of warranty or breach of any other provisions of this contract, and/or (b) Seller’s tortious breach including but not limited to Seller’s negligence or liability without fault, in connection with Seller’s sale of the goods and services covered by this purchase order. Buyer’s remedies hereunder shall be cumulative and additional to any other remedies provided at law or in equity, and shall include recovery of counsel fees and litigation expenses incurred by Buyer.

10. INDEMNITY & INSURANCE – Seller shall indemnify and defend Buyer and its affiliates (including their respective officers, directors, employees, shareholders, customers, and each of their respective successors and assigns) against any damages, loss or expense, including counsel fees and costs of defense, which may be incurred by or asserted against Buyer as a result of economic loss, injury to person, or injury to property including damages for personal injury or death and incidental or consequential damages, allegedly arising out of or connected with goods or services sold or provided to Buyer pursuant to this order including the breach of any term or warranty hereof. Seller agrees to carry and furnish upon request certificates of insurance evidencing following coverage with reputable and financially sound insurance carriers: (a) Workers’ Compensation in compliance with applicable statutory limits; (b) Employer’s Liability with a limit of not less than $1,000,000; (c) Commercial General Liability with a combined single limit of not less than $1,000,000 per occurrence, $2,000,000 aggregate, for bodily injury and property damage covering at a minimum blanket contractual liability, products and completed operations; (d) Automobile Liability for bodily injury and property damage with a limit of $2,000,000 per occurrence, and (e) Umbrella or Excess Liability with limits of $5,000,000 each occurrence. All insurance shall be written on an occurrence basis and contain a waiver of subrogation in favor of Buyer, shall be primary and non-contributory to any insurance of Buyer and shall name Buyer as an additional insured.

11. CONFIDENTIALITY – Seller agrees that the specifications, drawings, designs, manufacturing data and any other information transmitted to Seller by Buyer and any work product to be delivered by Seller to Buyer in connection with the performance of this purchase order are confidential and the property of Buyer and are to be held in confidence by Seller and not to be used by Seller for any purpose other than for the benefit of Buyer. Seller may not disseminate the fact that Seller has furnished or has contracted to furnish Buyer the items covered hereby, except as is necessary for performance of this order.

12. PRICE – The prices for goods and services sold to Buyer hereunder shall not be higher than that appearing on the face of this Order. If Seller should at any time prior to the delivery of the goods and services sell similar goods or services in similar quantities to any third party at lower prices, Seller will notify Buyer in writing and reduce the prices of the goods and services hereunder correspondingly. The prices shown on this purchase order are (a) f.o.b. Buyer’s plant, unless otherwise shown on the face of this order, and (b) are complete and include all charges for shipping, packaging, labeling, custom duties, taxes, storage, insurance, boxing and crating. Goods shall be packed to ensure that no damage or deterioration occurs during transit. No additional charges of any type shall be added without Buyer’s express written consent.

13. PAYMENT – Unless otherwise agreed, all payments are due net 60. The due date for payment, including payment in connection with any discount, is counted from the later of (a) the scheduled delivery date, (b) the date of actual delivery of acceptable goods or services or (c) the date an acceptable invoice is received. Payment is deemed to be made on the date of mailing Buyer’s check. Buyer may offset amounts owed to it by Seller, under this order or otherwise, against amounts due to Seller under this order.

14. DELIVERY – Time is of the essence in this contract, and if delivery of goods or rendering of services is not completed by the time promised, Buyer reserves the right, in addition to its other rights and remedies, to terminate this contract without liability, by notice effective when received by Seller. Buyer may reject goods and services delivered in advance of specified delivery date.

15. LIMITATION OF BUYER’S LIABILITY – IN NO EVENT SHALL BUYER BE LIABLE FOR ANTICIPATED PROFITS OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Buyer’s liability for any loss or damage arising out of or in connection with or resulting from this agreement or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Buyer shall not be liable for penalties of any description. Any action resulting from any breach on the part of the Buyer as to the goods or services delivered hereunder must be commenced within one year after the cause of action has occurred.

16. AMENDMENTS – No agreement or understanding to modify this contract shall be binding upon the Buyer unless in writing and signed by Buyer’s authorized agent. All specifications, drawings and data submitted to Seller with this order are hereby incorporated herein and made a part hereof.

17. GENERAL – The provisions of this order are for the benefit of the parties to the order and not for the benefit of any other party. Buyer’s failure to exercise any right hereunder or to insist on performance of any term by Seller shall not constitute a waiver of such right or term. Assignment of this contract, or of any interest herein, or of any money due or to become due under the terms hereof, or subcontracting of substantially completed goods or services, without the prior written consent of Buyer, shall be void. The validity, interpretation and performance of this agreement shall be governed and construed in accordance with the laws of the state wherein this order was issued, without reference to the choice of law doctrine of such state.

11/7/22

Supplier Quality Assurance Clauses

The following Purchase Order Quality Assurance Clauses, with their terms and conditions, become an integral part of the Purchase Order. Changes, additions, or deletions to the referenced Quality Clauses must be made by Purchase Order revision. Shipments will not be considered complete and invoices will not be honored until all requirements are fulfilled.

1. FLOW DOWN REQUIREMENTS – By accepting and performing work against this Purchase Order, the Supplier agrees to ALL requirements listed on this purchase order. The Supplier also agrees to flow down all requirements listed on this purchase order to the lowest sub-tier supplier.

2. RATED CONTRACTS – This is a rated order certified for Nation Defense. You are required to follow all the provisions of the Defense Priorities and Allocation System Regulation (Reference to: Title 15 Commerce and Foreign Trade Part 700 Defense Priorities and Allocations System).

3. QUALITY CONTROL SYSTEM – The seller shall maintain a Quality system that complies with ISO 9001 Quality Management Systems requirements or AS/EN/JISQ 9100 Quality Management Systems – Aerospace requirements. Third party registration by an accredited registrar is preferred. Contractor’s declaring compliance to the requirement with no formal accredited registration, may require review. Notwithstanding the provisions of this clause, the seller is in no way relieved of the final responsibility to furnish the supplies or services specified herein. The Contractor’s system is subject to review and approval at all times by TPT.

4. INSPECTION / TEST REPORTS – Each shipment must be accompanied by a legible and reproducible copy of reports of actual results identifiable with inspection / test parameters and products submitted. These reports must contain the signature and title of the authorized representative of the agency performing the test and must assure conformance to specified requirements. The inspection / test reports must also be traceable to the Purchase Order and/or the items referenced.

5. SOURCE INSPECTION – TPT personnel must inspect all items covered by this Purchase Order at your facility prior to shipment. This will include surveillance of the seller’s procedures, and facilities. The seller shall furnish, at no cost to Buyer, necessary facilities and equipment, supply data, and perform tests as required by applicable drawings, specifications, and inspection instructions. Note: when requesting source inspection, call TPT Buyer at least forty-eight (48) hours in advance.

6. SOURCE INSPECTION – TPT CUSTOMER / GOVERNMENT – TPT Customer / Government source inspection is required prior to shipment from your plant. Immediately notify the government representative who normally services your plant and the TPT buyer of the planned inspection date. On receipt of this order, promptly furnish a copy of the Purchase order to the government representative who normally services your plant, or, if none, contact the TPT buyer immediately.

7. FINAL ACCEPTANCE – Final acceptance will be based on TPT inspection and testing results at destination.

8. AS9102 FIRST ARTICLE INSPECTION REPORT REQUIRED – If this is the first time this part number is delivered to TPT, the supplier is required to submit a copy of a completed and signed AS9102 First Article Inspection Report (FAIR) with the first shipment. Changes to the engineering drawing or Seller’s manufacturing process (including CM software), relocation of equipment, physical relocation of the facility, or an interruption of the manufacturing of the part exceeding 18 months will require a Delta FAIR. Otherwise the completed and signed AS9102 First Article Inspection Report is required to be on file at Seller’s facility for those parts referenced on this purchase order. A copy of the FAIR report may be required to be provided to TPT at any time at no extra cost. FAIR’s are not required for Commercial off the Shelf (COTS) or catalog parts.

9. SPECIAL HANDLING REQUIRED – The parts sent to your facility for processing may be easily damaged. Handle with care to prevent damage during processing and packaging.

10. RECORD RETENTION / 15 YEARS – Supplier is required to maintain on file all records pertaining to the completion of this order for a minimum of 15 years.

11. LIMITED SHELF LIFE – If this is a Limited Life item, the Supplier shall ensure that at least 85% of the item’s shelf life is remaining upon receipt. Supplier shall ensure that containers are plainly and legibility marked as to the contents, expiration date, and any warnings, precautions, instructions and storage conditions. Certification for shelf life and conditions are required to be shipped with this order.

12. PURCHASE ORDER CONFLICTS – In the event of any inconsistency or conflict between or among the previsions of this Purchase Order, please contact the TPT Buyer for resolution.

13. AUTHORIZATION TO SHIP EARLY – You are authorized and encouraged to ship the items referenced on this Purchase order line as early as possible.

14. NO OVER SHIPMENT ALLOWED – Over shipments against this Purchase Order are expressly prohibited. If Seller wishes to ship extra components than the number required, Contact the Buyer for authorization prior to shipment.

15. SUPPLIER DEVIATIONS / WAIVERS / NON-CONFORMITIES – Requests for deviations must be submitted for approval to Purchasing agent. All affected product shall be segregated and identified. Suppliers will disclose to TPT Purchasing & Quality representatives any material non-conformities detected before or after performed tasks. If the material non-conformity is detected after the parts have been shipped to the TPT facility, a full written disclosure will be issued to TPT by the Supplier.

16. RIGHT OF ACCESS – TPT (the Buyer), the Buyer’s Customer, and/or representatives of the Government or any Regulatory Agency reserves the right to review or inspect your quality control and/or manufacturing systems or processes during the performance of this P.O. By accepting this purchase order, you (the Supplier) agree to allow entry to representatives of TPT (the Buyer), the Buyer’s Customer, and/or representatives of the Government or any Regulatory Agency to perform this review or inspection.

17. MATERIAL SAFETY DATA SHEETS REQUIRED – Material Safety Data Sheets are required for the product identified on this line of the Purchase Order. Please include these sheets in an envelope that is identified on the outside as the M.S.D.S. sheets with the Packing List.

18. CALIBRATION – The contractor’s calibration system must comply with ANSI/NCSL Z540-1, ISO 10012-1, or MIL-STD-45662. All Certifications will state, as a minimum, that all standards used are traceable to the National Institute of Standards and Technology, date of calibration, date of expiration, list those standards used, and the technician’s signature.

19. PACKAGING – Packaging must be adequate to ensure parts are suitably wrapped, boxed or racked to protect against shipping damage or corrosion.

20. DOCUMENT CHANGE CONTROL – The supplier shall maintain adequate controls to assure drawing revisions incorporated in Purchase Orders are implemented in a timely manner. Also, the supplier shall notify and obtain approval from TPT where drawing changes have been made later than those listed on the PO.

21. TPT FURNISHED MATERIAL – The supplier shall certify that material used in fabrication is the material furnished by TPT. Certification shall reference TPT Purchase Order of material being supplied.

22. RUBBER PRODUCTS – All rubber products must be packaged per AMS 2817. Cure dates for rubberized product as applicable.

23. M.R.B. AUTHORITY – Material Review Board authority is NOT granted under this purchase order. Any deviations to this purchase order and/or the listed specifications must be coordinated with TPT before shipment. In the event an item being supplied has received MRB disposition from TPT or TPT customer, the Supplier must include a copy of each MRB disposition with the shipment.

24. TOOL PROOFING – TPT Quality Representative may conduct this inspection at the Supplier’s facilities or the items may be shipped to TPT for inspection, as directed by the buyer. Dimensional samples should be identified with the tool number.

25. INSPECTION AND / OR PRODUCTION TOOLING – The Supplier is held responsible for the protection, calibration and care other than normal wear, of all Production and / or Inspection tooling furnished by TPT, for use in the performance of purchase order requirements. All tooling shall be subject to TPT surveillance and / or inspection upon notice. Said tooling, or replacement tooling of equal quality, shall be returned in an acceptable condition upon demand or notice.

26. HARDWARE – All hardware items must conform to MIL-S-7742 and or MIL-8879 and/or AN, MS, NAS specifications. Any hardware that requires Qualified Products List (QPL) or any other approved source requirement must meet these requirements. TPT will not accept any alternate or substitute products from an unapproved source.

27. PROCESS CONTROL – The Supplier must notify TPT of any proposed changes to items ordered (i.e. materials, processes, etc.) and obtain written approval prior to shipment. Our customer requires that we flow down to you (the Supplier) this requirement.

28. NONDESTRUCTIVE TEST REPORTS – A legible and reproducible copy of actual Nondestructive Test results identifiable with acceptance requirements and material submitted must accompany each shipment. These reports must contain the signature and title of the authorized representative of the agency performing the inspection and must assure conformance to specified requirements.

29. SAMPLING INSPECTION – Prior to use, the sampling plan must be submitted and approved by the TPT Quality Control Department. NOTE: The use of a sampling plan in no way effects TPT right to reject any unit(s) of product found defective.

30. RE-SUBMISSION OF PRODUCT – Reworked product being re-submitted for acceptance shall reference previous PO, Material Review Rejection document (MRR) on new certificate of compliance.

31. APPROVED SOURCE – The Supplier shall use only those sources of goods or services that have been approved by TPT.

32. APPROVED SOURCE / TPT CUSTOMER – The Supplier shall use only those sources of goods or services that have been approved by the TPT Customer. These sources are found on the Customer’s Approved Supplier List available from the buyer.

33. LOT CONTROL / MIXED LOTS – The Supplier may furnish material from different heats, lots or batches, as applicable. Where shipments contain parts with different cure dates or are from different heats, lots or batches, sub-lot separation with a separate certification for each sub-lot is required.

34. LOT CONTROL / SAME LOT – All items on this purchase order are to be from the same manufacturing / processing lot and shall bare the same Lot code identity. The Supplier shall state that the items are from the same lot on the Certification of Conformance.

35. CERTIFICATE OF COMPLIANCE – The Supplier shall submit with each shipment, a Certificate of Compliance, stating products shipped against this PO are in compliance with Purchase Order requirements. The certificate shall include as a minimum:

Name and Address of the Supplier.
TPT purchase order number & revision if applicable.
Date the Certificate of Conformance was issued.
Part number, description and revision letter.
TPT Customer part number and revision if referenced on the purchase order.
Specification, number and revision letter of each process including type, grade, class and acceptance criteria.
Quantity of parts (to include quantity accepted/rejected/lost).
Signature and title of authorized quality agent of seller.
Aircraft Type which component is used (If referenced on the Purchase Order)
Any information referencing any deviations, required by the engineering drawing/model and/or specification must be referenced on the certification.
Lot number, heat number, etc.… as applicable
When parts are serialized, serial numbers must appear on the certification.

36. METALS – By accepting this order, you certify that the metals supplied under this purchase order were melted in the United States or a qualified country as defined in DFAR 252.225-7009. If this is a Specialty Metal as defined in DFAR 252.225-7009, you must supply certifications that the metal has been domestically melted. Certifications from the melt source must be supplied with each shipment (see clause 37).

37. RAW MATERIAL CERTIFICATION – The supplier shall submit a Certificate of Conformance from the producing Mill, listing:

Part Number (if provided on our Purchase Order).
Material Specifications and revisions (AMS6532 & MIL-STD-2154, Type 1, Class AA).
Material trade name or common name within the Industry (i.e “Aermet 100”)
Heat Lot #
Laboratory test specifications and results.
Chemical and Physical properties.
Country where melted.

38. COUNTERFEIT PARTS / MATERIAL PREVENTION – The supplier shall comply with: The Seller shall establish and maintain a Counterfeit Parts / Material Prevention and Control Plan using AS-5553 (Ref. elements of Section 4) and/or AS6174 (Ref. elements of Section 3) to ensure that Counterfeit Work is not delivered to Buyer. The purpose of Seller’s Plan shall be to develop a robust process to prevent the delivery of counterfeit commodities and control commodities identified as counterfeit.

a) For purposes of this clause, Work consists of those commodities delivered under this contract that are the lowest level of separately identifiable items (e.g., articles, components, standard hardware, goods, raw materials and assemblies). “Counterfeit Work” means Work that is, or contains, items misrepresented as having been designed and/or produced under an approved system or other acceptable method. The term also includes approved Work that has reached a design life limit or has been damaged beyond possible repair, but is altered and misrepresented as acceptable.

(b) The Seller shall only purchase products to be delivered or incorporated as Work to Buyer directly from the Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM), If traceability is not obtainable, written notice shall be provided to TPT Quality and Buyer prior to delivery with records of evidentiary tests and inspections performed and conformance of the product to specified acceptance criteria that ensures verification activities taken to assure authenticity. Written notice is not required for raw material and standard hardware purchased from independent distributors or brokers, but products must be able to provide commodity level traceability to the Original Manufacturer.

39. FOREIGN OBJECT CONTROL REQUIREMENTS – All materials, parts and assemblies will be protected from the intrusion of foreign debris defined as: a substance, debris or article alien to the system or product which would potentially cause damage. Foreign object damage is any damage attributed to a foreign object that can be expressed in physical or economic terms that may or may not degrade the product’s required safety and/or performance characteristics.

40. TRACEABILITY IDENTIFICATION – The supplier shall identify “All” materials with the appropriate lot traceability numbers. This will be accomplished using a painted stencil, rubber stamp or Sharpe pen as applicable or defined by the supplier. Each Piece of material is required to have individual Lot marking.

41. GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (GIDEP) NOTIFICATION – Applicable to military contracts only. As a member of GIDEP, TPT may post a report on the GIDEP website for the purpose of identification and notification of actual or potential problems on nonconforming parts, components, materials, manufacturing processes, test equipment, chemicals or computer software.

42. INTERNATIONAL TRAFFIC IN ARMS REGULATIONS (ITAR) – Applicable to military and dual application contracts only. The technical data herein provided is subject to export control under the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR). Such data should not be disclosed, exported or transferred in any manner to any foreign person or any foreign country without prior written approval of the Office of Defense Trade Controls, U.S. Department of State or the Bureau of Industry and Security, U.S. Department of Commerce.

43. DELETED

44. FAR 52.245-1 (Federal Acquisition Regulation) Government Property Clause – Link to this Government Clause: 52.245-1 Government Property. The Sub-tier is directly responsible and accountable for all Government-furnished property per the requirements of FAR 52.245-1

45. SUPPLIER DELEGATION AUTHORITY (Reserved)

46. EMPLOYEE AWARENESS – Supplier must ensure its personnel are aware of their contribution to product/service conformity, product safety and the importance of ethical behavior.

47. SUPPLIER PERFORMANCE – Supplier must maintain a minimum product/service conformity rating of 95% and a minimum on-time delivery rating of 90%. TPT monitors supplier performance quarterly and may notify applicable suppliers of required action when nonconforming ratings are detected.

48. SUPPLIER TO ONLY USE NADCAP APPROVED PROCESSORS – Supplier must use NADCAP approved processors when making product or components for TPT.

F8.4-2 Quality Clauses Rev. E