Purchasing Terms

Engineered Production of Precision Components

Purchasing Terms

Conditions Of Purchase
Effective 12/11/2018

1. ACCEPTANCE:

The Seller agrees that if this Purchase Order is accepted from H. & S. Swansons’ Tool Company (“Purchaser”), shipment of the products or acts indicating acceptance, the contract with respect to the products covered by this Purchase Order will consist in its entirety of the terms and conditions appearing on the face of this Purchase Order. No amendments to this Order shall be effective until reduced to writing, signed by the parties claimed to be bound thereby. No changes or additions shall be effected by Buyer’s receipt and retention, without rejection, or any acknowledgement of Order or other form of acceptance sent by Seller containing conflicting or additional terms and conditions. Any variation of the terms and conditions of this Order, including additions and deletions, shall be deemed void and without legal force and effect unless accepted in writing by Purchaser.

2. WARRANTY:

Seller expressly warrants that all articles ordered herein will conform to drawings, samples or other descriptions furnished by the Purchaser, for the stated warranty or in the absence of any warranty period one year from the date of receipt or acceptance, whichever is later. All warranties shall survive inspection and acceptance by Purchaser. All repairs or replacements covered under this warranty shall be completed by Seller, including all necessary parts and labor, without costs to Purchaser. Seller further warrants all articles to be of good quality and workmanship, free from defects. Appropriate Certifications must accompany shipments if required.

3. TERMINATION:

(a) Notice of Termination: The Purchaser may at its option terminate performance of the work under this Order in whole at any time or partially, by written notice to the Seller. Such termination shall be effective in the manner and upon the date specified in said notice. Upon receipt of such notice, the Seller shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all Orders for materials, facilities, and supplies in connection with performance of this contract and shall proceed to cancel promptly all existing Orders and terminate all subcontracts insofar as such Orders or subcontracts are chargeable to this contract.

(b) Terms of Settlement: Upon the termination of work under this Order, full and complete settlement of all claims of the Seller with respect to the terminated work shall be made as follows:

1. As compensation to the Seller for such termination unless termination is for the default of Seller, Purchaser must pay Seller as its full compensation under this Order for work completed, a proportionate part of the total price based on the work completed.

2. Upon Purchaser’s payment to Seller, in accordance with this paragraph, title to all equipment, materials, scrap, wastage, work-in-process, finished products, plans, drawings, specifications, information, special tooling, tangible items of a direct nature, and other things for which Seller is paid, shall vest in the Purchaser.

3. In arriving at the amount the Seller under this article, there shall be deducted any claim which the Purchaser may have against the Seller in connection with this Order, as well as any deduction under the terms of this Order, not otherwise recovered by or credited to the Purchaser. This paragraph shall be construed so as not to limit or affect any remedies which the Purchaser may have as a result of a default by the Seller.

4. SHIPMENTS:

(a) Do not ship for early receipt unless otherwise notified.

(b) Orders are to be shipped in full, shortages and excesses must be specifically approved by Purchaser.

(c) Routing specified must be observed unless otherwise advised: any change will be at Seller’s expense and risk.

(d) When material or packaging are received improperly marked, and Purchaser is put to extra expense to deliver such material or packaging to the correct location, the Purchaser will charge to Seller’s account the extra delivery expense incurred.

(e) Purchaser will not be responsible for any goods delivered unless pursuant to an authorized Purchase Order.

(f) The number of this Purchase Order must appear on invoices, bill of lading, cases, bundles, packing list and all correspondence pertaining to the Order.

(g) All Delivery Dates are “H. & S. Swansons’ Receiving Dock Dates”. Partial Deliveries will normally be accepted but should be cleared in advance. Delivery Window: 0 Days Late – 10 Days Early.

(h) Unless otherwise specified, as a minimum, the supplier shall package all material in a manner that will ensure protection against corrosion, oxidation, deterioration and physical damage during shipment.

5. PRICES:

(a) If no price is stated on the face of the Purchase Order, contact Purchaser immediately with quotation prior to commencing work.

(b) If prices are higher than stated on the face of this Purchase Order do not ship or commence work, but inform Purchaser at once in writing.

(c) When prices are F.O.B. the Purchaser’s warehouse or direct shipment to customer, the transportation must be prepaid at shipping point, unless other instructions are issued by Purchaser.

(d) No charge allowed for packing except by agreement.

(e) Seller agrees to adjust the price downward if lower price is in effect on the date of shipment of goods and services.

6. ASSIGNMENT:

Neither this Order or any rights or obligations hereunder are assignable or transferable without Purchaser’s written approval. As to payments, and request for such approval should be accompanied by executed articles of assignment and submitted to the Purchasing Agent who authorized the Order for approval of Buyer.

7. GOVERNING LAW:

It is agreed by the parties hereto, that this Order and the acceptance thereof, shall be deemed a contract made in the State of Florida and governed by the laws thereof. If Purchase Order is a result of a U.S. Government contract, Federal Acquisition Regulations may override state law. Seller shall comply, in the performance of this Order and all items purchased hereunder will conform, with all applicable State, Federal and local laws, rules and regulations, including, but not limited to the Fair Labor Standards Act, the Robinson Patman Act and all executive orders, regulations, rulings and guidelines implementing legislation pertaining to equal employment opportunity and Federal acquisitions.

8. AFFIRMATIVE ACTION:

H. & S. Swansons’ Tool Company is a federal contractor and/or first tier subcontractor which complies fully with Executive Order 11246, as amended, and the applicable regulations contained in 41 C.F.R. Parts 60-1 through 60-60; 29 U.S.C. & 503 and the applicable regulations contained in 41 C.F.R. Part 60-741; and 38 U.S.C. Ch. 42. & 4212(a), formerly 38 U.S.C. & 2012(a) and applicable regulations contained in 41 C.F.R. Parts 60-250 and 61-250.

H. & S. Swansons’ Tool Company’s suppliers and contractors (including subcontractors), unless exempted, hereby agree to be bound by, and further certify their compliance with, the following executive orders, rules, regulations and laws, which are incorporated by reference herein as though such were set forth in their entirety, as to, inter alia, the employment of, and affirmative action with respect to, employees and applicants despite race, color, sex, national origin, religion, disability and veteran status: Executive Order 11246; 41 C.F.R. Parts 60-1 through 60-60; the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended; 41 C.F.R. Part 60-250; 41 C.F.R. Part 61-250; the Rehabilitation Act of 1973, as amended; and 41 C.F.R. Part 60-741. Unless otherwise exempted, the aforementioned suppliers and contractors further agree and certify that they have promulgated and/or filed all plans and reports required by the preceding executive orders, rules, regulations and laws, in an accurate, complete and timely manner and will continue to do so until such time as they are no longer required by law or force of law.

9. ANTI-TERRORISM:

The supplier agrees to comply with Executive Order 13224 blocking property and prohibiting transactions with persons who commit or support terrorism, Notice of September 24, 2001 and further agrees to include this requirement in each lower tier subcontract or purchase order issued hereunder.

10. DEPARTMENT OF DEFENSE PRIORITIES:

The goods and services being procured with this purchase order may be applied to government rated contracts. H. & S. Swansons’ Tool Company reserves the right to invoke the appropriate defense priorities and allocation systems (DPAS) rating, per regulation 15 CFR part 700, to this purchase order if required to support delivery under a U.S. government rated contract. If a DPAS rating is identified, a written acknowledgment must be provided to the sourcing representative specified on the purchase order. In the absence of seller’s written acknowledgment, commencement of work shall be deemed acceptance of this contract as written. Seller grants right of access to H. & S. Swansons’ Tool Company, their customers and/or regulatory authorities, to all facilities involved in this order and to all applicable records. For government contracts, the supplier, by accepting this purchase order, certifies that they are compliant to FAR 52.209-5 certification regarding debarment, suspension, proposed debarment, and other responsibility matters, FAR 52.222-22 previous contracts and compliance reports, FAR 52.222-25 affirmative action compliance, FAR 52.203-11 certification and disclosure regarding payments to influence certain federal transactions, FAR 52.223-13 certification of toxic chemical release reporting, and FAR 252.225-7014 ALT 1 preference for domestic specialty metals..

11. Dodd-frank (conflict materials)

Dodd-Frank (Conflict Minerals) compliance is imposed for all materials and supplies purchased by H. & S. Swansons’ Tool Company. The term “Conflict Materials” is defined as minerals derived from ores mined in the Democratic Republic of the Congo (DRC) or adjoining countries and which directly or indirectly finance or benefit armed groups in that region. These minerals are: Gold (Au), Tantalum (Ta), from Columbite-Tantalite, Tin (Sn) from Cassiterite and Tungsten (W) from Wolframite.

By acceptance of this contract and delivery of materials/products supplied to H. & S. Swansons’ Tool Company the seller is certifying their compliance to the Dodd-Frank Reform and Consumer Protection Act, Section 1502(b). Supporting Documentation shall be maintained as a Quality Record for a minimum of ten (10) years and made available for review by H. & S. Swansons’ Tool Company, our Customers or regulatory agencies upon request.

The seller is to submit to H. & S. Swansons’ Tool Company written notification of instances identified as non-compliant to this requirement or if materials to be used and supplied have been deemed as non-traceable prior to shipment.(2013)

12. EQUAL EMPLOYMENT OPPORTUNITY:

Executive Order 11246, as amended; Section 402 of the Vietnam Era Veterans Readjustment Act of 1974, as amended; Section 503 of the Rehabilitation Act of 1973, as amended; and Section 61-250.10 (VETS-100 Reporting); and Public law 95-507 contain required contract clauses relative to equal employment opportunity and are incorporated herein by specific reference.

13. RIGHT OF ACCESS:

Right of access shall be given to H. & S. Swansons’ Tool Company and when escorted by H. & S. Swansons’ Tool Company, their customer and regulatory authorities to all facilities involved in this order and all applicable quality records. (2010)

14. NON-CONFORMING PRODUCT:

H & S Swansons’ Tool Company requires written notification of any non-conformances that are discovered affecting product to be delivered or which have the potential of affecting previously delivered product. H & S Swansons’ Tool Company will not accept delivery of known nonconforming product or repaired product without prior written approval for delivery issued by H & S Swansons’ Tool Company.

15. PRODUCT/PROCESS CHANGES:

H.& S. Swansons’ Tool Company requires notification of change from suppliers. All suppliers are to communicate change in Ownership, Quality System, Certification Status, Key Personnel, and facility location. In addition, Manufacturing or Service providers are required to submit documented notification for changes in material, changes to an established manufacturing/service process and in their subtier suppliers. Written authorization of change must be received from H. & S. Swansons’ Tool Company prior to the implementation of change. (2016)

16. PURCHASING INFORMATION FLOW DOWN:

Suppliers will flow down all applicable requirements of the Purchase Order to their suppliers to insure conformance with all specifications, drawings, AS9100 or other Quality System Requirements, Regulations, Public Laws and other requirements as may be specified in the Purchase Order. (2011)

17. COUNTERFEIT MATERIAL:

Seller shall notifiy the buyer in writing when required materials cannot be obtained directly from the OEM or an authorized OEM reseller or distributor. Part/material substitution is not authorized. (2016)

18. FOREIGN OBJECT DAMAGE (FOD) PREVENTION:

The sellers program shall utilize effective FOD prevention practices. The program shall be proportional to the sensitivity of the design of product(s) to FOD, as well as to the FOD generating potential of the manufacturing methods. Written procedures or policies developed shall be subject to review and audit by H. & S. Swansons’ Tool Co., the customer and/or government representative. (2011)

19. QUALITY SYSTEM REQUIREMENT:
. Unless otherwise specified, suppliers shall maintain, as a minimum, a quality/inspection system that will ensure all products and services conform to contract requirements whether manufactured or processed by the supplier or procured from a sub-tier supplier. If any “negative change” in/to a supplier’s Quality System occurs, H & S Swansons’ Tool Company’s Purchasing Department is to be notification within 5 working days. (A “Negative Change” is defined as: any loss of certification, extension to certification, a reduction in scope, third party disapprovals, or regulatory disapprovals.) Authorization to continue processing and/or the submittal of materials/parts affected must be requested from and approved in writing by H & S Swansons’ Tool Company.

20. EMPLOYEE COMPETENCY:
All Suppliers shall ensure the competency of their employees involved in their task to fulfill the contract requirements.

21. RECORD RETENTION:
Unless otherwise specified, Suppliers shall maintain non-supplied records of inspections, tests, and process controls in support of this order, for a minimum of 10 years unless otherwise specified. Upon the order completeness or closure/sale of a supplier’s facility, H & S Swansons’ Tool Company Purchasing Department is to be contacted to receive information for the proper disposition of both supplied and maintained documents and records.

22. INSPECTION REQUIREMENTS:
Unless otherwise specified, Suppliers are to use C=0 sampling plan with AQL of 1% or 100% inspection unless an alternative plan is agreed upon in writing by H & S Swansons’ Tool Company.

23. MEASURING/TEST EQUIPMENT
All inspection measuring and test equipment used by the seller and their sub-tier suppliers during manufacturing, receiving and final product acceptance inspections shall be calibrated to a/the national standard. (BSI, NIST, UKAS, etc.) Applied Gauging/Test Equipment found to be out of limits during its requalification process; potentially affecting previously delivered product is to be reported to H & S Swansons’ Tool Company.

24. SPECIAL PROCESSING:
Unless otherwise specified, all special processes performed shall be completed at a facility which maintains NADCAP accredited for the applied process/processes. Changes in special processing suppliers must be reported to H & S Swanson’ Tool Company by submittal of a Delta FAI in compliance with the AS9102 (latest Revision) Guidelines.

25. LIMITED SHELF LIFE MATERIALS:
Limited shelf life materials supplied or incorporated into product supplied shall be certified containing date of manufacture, applicable lot numbers and all applicable specifications/revisions on containers and on each supplied Certification.

26. CONTRIBUTIONS TO PRODUCT AND SERVICE CONFORMITY, SAFTEY AND ETHICAL BEHAVIOR:
Products and services provided to H & S Swansons’ Tool Company are typically used in our customer’s mission critical applications where our supplier’s conformity can have an impact on the products end use and the safety and well-being of people. Suppliers shall ensure persons involved in the fulfilment of this contract are aware of their contribution to product/service conformity and safety and the importance of ethical behavior.

All our Suppliers shall be committed to the highest standards of ethics and business conduct. Our suppliers are to comply with all applicable laws and regulations applicable to the operation of their business and customer relationships. Suppliers must not offer, promise, authorize or provide directly or indirectly, anything of value with the intent or effect of inducing anyone to engage in unfair business practices. The supplier shall avoid involvement in activities that may be perceived as a conflict-of interest. Suppliers shall respect legitimate proprietary rights and intellectual property rights of customers and suppliers and take proper care to protect sensitive information, including confidential, proprietary and personal information. Suppliers shall hold all information received from H & S Swansons’ Tool Company in confidence and no third party request for information will be authorized unless approved in writing by H & S Swansons’ Tool Company.

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H. & S. Swansons’ Tool Company is AS9100D and ISO9001:2015 certified. Nadcap-certified Finishing Operations for Chemical Processing and ITAR Registered.

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