Terms and Conditions

These General Terms and Conditions of Sale shall govern every agreement between Component Dynamics, LLC, a New Hampshire limited liability company, (the “Company”) having its principal place of business at Portsmouth, New Hampshire, USA and its customers (“Customers”) with regard to the Company’s products and services (“Products”).

 

​1. General

1.1 These General Terms and Conditions of Sale govern the purchase and sale of all Products. Terms or conditions included in a Customer’s purchase order or other communication that are at variance with these General Terms and Conditions of Sale are rejected, unless specifically agreed to in writing by the Company. Trade custom, trade usage and past performance are superseded by these General Terms and Conditions of Sale and shall not be used to interpret them.

1.2 The invalidity or un-enforceability of any provision of these General Terms and Conditions of Sale shall not affect the validity or enforceability of any other provision thereof.

2. Orders and Acceptance

2.1 No purchase order, whether or not submitted in response to a quotation by the Company, shall be binding upon the Company until the Company has accepted the purchase order by issuing a written acknowledgement.

2.2 All purchase orders must be bona fide commitments showing definite quantities. Orders must be accompanied by sufficient information to enable the Company to fulfill the order forthwith. Where such information contains an alteration of specifications previously given by the Customer, the Company is at liberty to refuse such alterations or to adjust its prices to cover any cost increase anticipated by the Company.

2.3 A Customer may not cancel a purchase order accepted by the Company without the express written consent of the Company.

2.4 Whenever the Company in good faith deems itself insecure, it may cancel any outstanding purchase order; decline to make delivery of Products; revoke any extension of credit; reduce any unpaid debt by enforcing its security interest, created hereby, in all Products (and the proceeds therefrom) furnished to a Customer; and take any other steps it deems necessary or desirable to secure itself fully with respect to a Customer’s payment for Products furnished or to be furnished by the Company. The Customer shall indemnify the Company against any loss incurred by virtue of any action taken or not taken by the Company pursuant to this Section 2.

3. Delivery

3.1 Dates quoted by the Company for delivery of Products are approximate only. The Company shall not be liable for the delivery of products in advance of or subsequent to the date quoted for delivery, and time for delivery is not of the essence.

3.2 Unless otherwise expressly specified or agreed in writing, delivery of Products will be made F.O.B. the Company’s facility, and title in, risk of loss, and the right of possession to such Products shall pass to the Customer upon the Company’s delivery to a reputable carrier at Company’s shipping facility, and the Company is not responsible for damage or loss in transit, regardless of whether or not Customer may have the right to reject or revoke acceptance of the Products.

3.3 Unless otherwise expressly specified or agreed in writing, the Company shall be authorized to deliver the Products in parts and to send invoices for such partial deliveries.

4. Price

4.1 Prices for the Company’s Products are quoted, and payable, in U.S. dollars, and are subject to change without notice. All pricing and terms are confidential and shall not be used by Customer for distribution to a third party or to solicit competitive pricing.

4.2 Unless otherwise expressly specified or agreed in writing, prices quoted by or agreed upon by the Company shall be net prices, exclusive of:

4.2.1 costs of packaging, loading, transport, unloading, insurance, installation, assembly or other services, which, if applicable, will be added to the net prices;

4.2.2 applicable tariffs, import duties and related expenses; and

4.2.3 applicable federal, state or local taxes. Applicable taxes will be added to invoices by the Company where it has the legal obligation to collect such taxes, unless a Customer provides the Company with a valid tax exemption certificate.

5. Payment

5.1 Payment is made by a Customer when finally and irrevocably received by the Company.

5.2 Customer payments shall be made in accordance with the Company’s invoice or other written specifications. Payments by Customers with approved credit terms shall be made within 30 days after the invoice date.

5.3 Unless otherwise agreed in writing, payments shall first be allocated to interest and costs and then to the longest outstanding invoice.

5.4 Objections concerning an invoice must be made in writing and must be received by the Company within fourteen (14) days after the invoice date. No objection will suspend or postpone the due date for payment of the invoice. If the Company concludes that an invoice has been justly disputed, it will credit the appropriate amount to the Customer’s account or take such other action as may be appropriate.

5.5 The Company reserves the right to charge a late payment fee of 1.5% of the amount of all overdue accounts for each month, or fraction of a month, during which such overdue amounts remain outstanding. If a collection action is necessary to obtain payment, Customers will also be responsible for all costs of collection, including court costs and reasonable attorneys’ fees.

6. Acceptance

6.1 Any claimed defect in the quality or quantity of Products must be reported to the Company within 10 days of receipt, after which time Products will be deemed inspected and accepted. Claims regarding defects not discovered or discoverable during the inspection period shall be barred, except and to the extent that such claims are valid under the Company’s limited warranty.

6.2 Claims for damage to goods incurred during shipment shall be filed with the carrier.

6.3 Customers may not return Products, under warranty claim or otherwise, without prior written authorization from the Company and without obtaining a return authorization number from the Company. Return shipping costs shall, in all cases, be paid by Customer. If a Customer’s claim is valid, as determined in the sole discretion of the Company, the Company shall pay the costs of shipping the repaired or replacement Products to Customer.

6.4 Customer hereby waives its rights to set-off.

7. Warranty and Liability

7.1 The Company warrants, for a period of 30 days from the date of delivery, that the fit, form and function of all Products will conform to the specifications of its Customer’s purchase order. Customer assumes all risk and liability for the use of the Company’s Products, whether used singly or in combination with other products.

7.2 The foregoing limited warranty shall not apply if a defect or malfunction is the result of alteration, modification, foreign attachment, misuse, tampering, negligence, abuse or other like causes.

7.3 The Company will make available to Customer any transferable warranties, indemnities, and remedies provided to Component Dynamics by the manufacturer or its authorized distributors.​

7.4 The Company’s entire obligation and Customer’s sole and exclusive remedy under the foregoing limited warranty shall, at the Company’s election, be limited to (i) replacement of the defective Product, or (ii) repayment of, or credit for, the purchase price of the defective Product, in each case upon return to the Company of the defective product. Selection among the foregoing remedies shall be at Company’s sole discretion and subject to Customer’s compliance with the Company’s return procedures.

8. Limitation of Warranties

8.1 CUSTOMER ACKNOWLEDGES AND WARRANTS THAT IT HAS SELECTED PRODUCTS BASED ON ITS PROFESSIONAL JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS MADE BY COMPANY, OR ANY AGENT, REPRESENTATIVE OR EMPLOYEE OF THE COMPANY, NOT SET FORTH HEREIN.

8.2 THE FOREGOING LIMITED WARRANTY EXTENDS ONLY TO CUSTOMER, AS THE ORIGINAL PURCHASER, AND EXCEPT FOR SUCH LIMITED WARRANTY, THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE OR VIRUS-FREE PERFORMANCE, AND ALL WARRANTIES OF TITLE, NONINTERFERENCE AND NON-INFRINGEMENT.

8.3 IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF USE, DATA, BUSINESS, PROFITS, GOODWILL, WORK STOPPAGE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE COMPANY HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIM WHATSOEVER ARISING AFTER THE EXPIRATION OF THE WARRANTY PERIOD, REGARDLESS OF THE FORM OF ACTION.

The Customer’s rights and obligations arising out of these General Terms and Conditions of Sale may not be assigned to any third party, except with the prior written consent of the Company.

​9. Assignment

​10. Force Majeure

10.1 Non-performance by the Company shall be excused to the extent that performance is rendered impossible by (without limitation) war, strikes, fire, flood, governmental acts or orders or restrictions, failures of suppliers, disruption in electricity supply, non-availability of telecommunication services or any other reason where failure to perform is beyond the control and not caused by the gross negligence of the Company. If either of the parties is prevented by force majeure from fulfilling its obligations (other than an obligation to make payment) under any agreement for more than 30 calendar days, either party is entitled to terminate the agreement upon 30 days’ written notice to the other.

10.2 If, upon the occurrence of the event of force majeure, the Company has fulfilled part of its obligations or will be able to fulfill only part of its obligations, the Company shall have the right to send separate invoices for the Products delivered or capable of being delivered, and the Customer shall be obliged to make payment of the amounts invoiced.

​11. Indemnification

Customer agrees to indemnify, defend and hold the Company, its managers, members and affiliates and their respective employees, officers and directors harmless from and against any and all claims, damages, costs, expenses and other liabilities (including attorneys’ fees and other costs of investigation and defense) caused by or arising out of Customer’s acts or omissions related to the performance of its obligations under its agreements with the Company or its use of Products.

​12. Changes To These Terms And Conditions Of Sale

The Company reserves the right to change these General Terms and Conditions of Sale at any time without prior notice.

​13. Notice

All notices required or permitted to be sent by one party to the other shall be given in the English language, in writing, and shall be deemed duly delivered when received via: (i) e-mail, provided that a written copy of such notice is promptly delivered thereafter; (ii) facsimile, provided that a written copy of such notice is promptly delivered thereafter; or (iii) an internationally recognized commercial overnight courier service.

​14. Compliance with Laws

Each party shall comply with all applicable laws, regulations, court decisions and administrative rulings applicable to the purchase, sale or use of Products.

​15. Export Terms

Customer agrees and acknowledges that the products are sold in accordance with U.S. Export Administration Regulations. Customer agrees to ascertain and comply with all applicable export and re-export obligations and restrictions, including without limitation, U.S. export and re-export controls and economic sanctions regulations. Customer further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Customer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. Customers receiving shipments at US destinations are solely responsible for complying with applicable U.S. export laws.

​16. Legal Construction

All transactions to which these General Terms and Conditions of Sale apply shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States of America, without reference to any choice of law provision that would cause the laws of any other jurisdiction to apply. Disputes arising hereunder or pertaining to Products shall be subject to the exclusive jurisdiction of the courts of the State of New Hampshire, to which the parties hereby submit themselves.

These General Terms and Conditions of Purchase shall govern every purchase order issued by Component Dynamics, LLC, a New Hampshire limited liability company, (the “Company”).

1. General

1.1 These General Terms and Conditions of Purchase shall govern every purchase order issued by the Company and expressly exclude a vendor’s general terms and conditions of sale or any other document issued by a vendor. Any attempted acknowledgment of a Company purchase order containing terms and conditions inconsistent with or in addition to the terms and conditions of the purchase order or these General Terms and Conditions of Purchase are hereby rejected and shall not bind the Company unless specifically accepted in writing by the Company.

1.2 A Company purchase order does not constitute an acceptance by the Company of any offer to sell, any quotation or any proposal of a vendor. References to any such offer to sell, quotation or proposal shall in no way constitute a modification of any of the terms and conditions of a Company purchase order.

1.3 The invalidity or unenforceability of any provision of these General Terms and Conditions of Purchase shall not affect the validity or enforceability of any other provision thereof or any provision of a purchase order.

2. Orders and Acceptance

2.1 A Company purchase order is an offer by the Company and expressly limits the vendor’s acceptance to the terms of the purchase order. No purchase order, whether or not submitted in response to a quotation by the vendor, shall be binding upon the Company until the vendor has accepted the purchase order by issuing a written acknowledgement.

2.2 The Company, at no cost to itself and at any time before shipment, may cancel a purchase order or make change in the scope or quantity of the products covered by the purchase order.

2.3 Whenever the Company in good faith deems itself insecure, it may cancel any outstanding purchase order previously accepted; decline to take delivery of products; and take any other steps it deems necessary or desirable to secure itself fully with respect to products furnished or to be furnished to the Company. Vendors shall indemnify the Company against any loss incurred by virtue of any action taken or not taken by the Company pursuant to this Section 2.

2.4 Aerospace Requirements. Purchase orders issued for aerospace products may include one or more references to the clauses or provisions set forth in AEROSPACE SUPPLIER QUALITY REQUIREMENTS & CONTRACT PROVISIONS under Supplier Quality Requirements — Aerospace Supplier Quality Requirements & Contract Provisions by reference to the “SQR” numbers that identify the various clauses of said Addendum. When so referenced the clause or requirement shall become as fully a part of the purchase order as would be the case if the clause or requirement were set forth in full within the terms of the purchaser order.

3. Shipping

3.1 All products shall be delivered during the Company’s normal business hours to the address specified in, or as otherwise directed by, the purchase order. Shipping terms under every purchase order of the Company are FOB destination (freight and insurance charges pre-paid). Vendor shall be responsible for all shipping costs and shall bear the risk of loss or damage to the products until the products are delivered in accordance with the purchase order. Vendor shall give written notice of shipment to the Company when products are delivered to a carrier for transportation.

3.2 When the Company places a purchase order for large or bulk deliveries, vendor shall schedule such delivery with the authorized representative of the Company identified on the purchase order and adhere to any instructions given with respect thereto.

3.3 Vendor shall properly pack, mark and ship products in accordance with applicable law and industry standards, and in accordance with any written specifications or instructions provided by the Company; and shall provide the Company with shipment documentation showing the quantity of products in shipment, the number of cartons or containers in shipment, vendor’s name, and the country of origin. The Company alphanumeric purchase order number must be visible on the outside of shipment packaging and on the packing slip attached to vendor’s packaging. No charges for crating, boxing, bagging, packing, drayage, or storage will be allowed unless specified in the purchase order

3.4 Vendor shall deliver the quantities of product specified in the purchase order. If vendor delivers more or less than the quantities specified in the purchase order, the Company may reject all or any excess product. Any such rejected product shall be returned to vendor at vendor’s risk and expense. If the Company does not reject the product and agrees to the delivery at the increased or decreased quantity, the invoice for the product shall be adjusted to reflect the new quantity and any liquidated damages applicable under the terms of the purchase order. Vendor shall reimburse the Company for any fines, penalties, or other costs associated in any way with packing list errors. Premium freight charges due to erroneous descriptions of freight terminology, erroneous routing, overdue or partial shipments (not including those authorized) will be charged back to vendor.

4. Delivery

4.1 Deliveries must be made in the quantities and at the time specified in the Company’s purchase order. The Company will not be liable for payment of products which are in excess of quantities specified in its purchase order or for the delivery of products in advance of or subsequent to the date specified for delivery, and time for delivery is of the essence. An itemized packing list, showing; (i) the items delivered, (ii) the Company’s purchase order number, and (iii) any other information required by the purchase order or necessary to identify the products delivered must accompany all shipments.

4.2 The Company may, from time to time, request delays in the delivery of products, and in such circumstances, Seller shall delay delivery until the Company’s rescheduled delivery date.

5. Acceptance

Upon delivery, the Company shall promptly, at its sole option, inspect all or a sample of the product, and may reject all or any portion of the product if it determines:

(i) the product does not conform to the terms and conditions of its purchase order, (ii) there is shipping damage, (iii) products were not packaged or shipped, in accordance with and as required by the applicable purchase order, (iv) that the products do not comply with law or meet the applicable warranty, documentation, quality or safety rules of the Company, (v) products are past their expiration date or have fewer than one hundred and eighty (180) days remaining until their expiration date, or (vi) the product is defective. The Company shall have the right to conduct a further inspection after vendor has carried out its remedial actions. If the Company rejects any portion of the product, the Company has the right, effective upon written notice to vendor, to reject all of the product and require replacement of the rejected product. Any product that the Company does not reject will be deemed to have been accepted. If the Company requires replacement of all or any portion of the product received, vendor shall, at its expense, promptly replace the nonconforming product and pay all related out-of-pocket expenses, including, but not limited to, transportation charges for the return of the defective product and the delivery of replacement product.

6. Inspection
All products shall be subject to inspection and test by the Company upon receipt. If the products are rejected as a result of failure to pass Company’s inspection, they will be returned to the vendor at the vendor’s expense, plus charges for repackaging, materials, labor, inbound freight costs. Neither failure to inspect, accept, or reject products or services, nor failure to detect defects by inspection, shall relieve a vendor from responsibility for nonconforming or defective products or services.

7. Price; Payment

7.1 Undisputed invoices shall be payable in U.S. dollars pursuant to the terms of the Company’s purchase order. Except for any amounts disputed by the Company in good faith, the Company shall pay all properly invoiced amounts due to vendor within sixty (60) days after the Company’s receipt of vendor’s invoice. Unless otherwise stipulated on the face of a purchase order, the price of the products or services includes all packaging, transportation costs to the delivery location, insurance, customs duties and fees and applicable taxes, including, but not limited to, any manufacturer’s tax, occupation tax, sales tax, excise tax, value-added or consumption tax, customs duty, fee or charge of any nature whatsoever imposed by a governmental authority on or measured by the transaction between the Company and its vendor. The Company does not accept and will not pay any fines, penalties or chargebacks of any kind whatsoever.

7.2 All pricing and other terms set forth in a Company purchase order are confidential.

8. Warranty And Liability

8.1 By its acceptance of a Company purchase order, vendor warrants and represents that (i) all products furnished under the purchase order are authentic, free of any liens, and free from all defects in design, workmanship and materials; (ii) all tangible goods, if they shall be new, are warranted to be new, free from defects in material, design and workmanship and, if applicable, shall be pure and unadulterated, (iii) the fit, form and function of all products will conform to the specifications of the Company’s purchase order, (iv) its products do not infringe upon any patents, trademarks, labels, copyrights, or other proprietary rights, (v) tangible products will be accurately labeled, contained, packaged and marked, and shall conform to any statement made on the containers, labeling and packaging, (vi) products sold “as per sample” shall conform and perform in all respects in accordance with the sample provided or shown, and (vii) that all services provided will be performed in a manner acceptable in the industry and in accordance with generally accepted standards for such services. Vendor’s warranties shall run to the company, its successors, assigns, customers at any tier and ultimate users and joint users.

8.2 Additional warranties for products that are software or include software: Vendor warrants to the Company that vendor has full right, title and interest necessary to license the software to the Company free and clear of any claim of a third party. In addition, vendor warrants that (i) the software shall not contain (a) any software routine, code, or instruction, hardware component or combination of the foregoing (1) which permits unauthorized access to the Company’s IT network or the Company confidential information or (2) can disable, delete, modify, damage or erase software, hardware or data, or (b) any malicious code that can disable, delete, modify, damage or erase software or data; (ii) the software has received all required third party approvals, consents, permits and authorizations, including, without limiting the foregoing, all requisite approvals from all regulatory or governmental agencies to allow the Company to use the software as intended; and (iii) the software is compatible with the most current version of the operating system on which it is designed to function, and vendor shall, without additional cost to the Company, revalidate the software and make any modifications required to cause the software to meet or exceed its previous specifications within four (4) months after new versions, upgrades, patches, maintenance releases or service packs are made available by the publisher of such operating system and provide such re-validated versions of the software to the Company at no charge.

9. Use of Names and Trademarks

Neither party shall use the names of the other party or any adaptation, abbreviation or likeness thereof, or any trademark, trade name, trade style or registered design that is the property of or currently in use by the other party, on any web site or in any printed materials, publicity, advertising, or for trade or other commercial purposes (including without limitation in vendor’s client or customer lists) without the prior written consent of the other party as to form, content and context, which consent may be revoked at any time upon written notice.

10. Publicity

Vendor shall not make any public statements (including issuing a press release, responding to media inquiries, making public presentations or publishing articles or other written materials) regarding the Company, vendor’s relationship with the Company, or services performed, or products provided to the Company, without its prior written consent.

11. Site Rules; Insurance

Vendor will conform strictly to all of Company’s site rules and regulations when performing services on Company’s premises, including but not limited to Company’s requirements for background screening workers. vendor shall obtain and maintain insurance adequate to cover any and all claims that could arise under the circumstances pertaining to the services to be provided.

12. Non-Assignment; No Delegation Of Performance

Assignment of a Company purchase order or any interest therein or any payment due or to become due thereunder, without the written consent of the Company, shall be void. Vendor shall not delegate its performance under a purchase order without the prior written consent of the Company. Any attempted delegation of performance by vendor contrary to the terms hereof is null and void.

13. Indemnification

Vendor agrees absolutely and unconditionally to indemnify, defend, and hold harmless the Company its managers, members and affiliates and their respective employees, officers and directors and the Company’s customers (collectively, “Indemnitees”) from and against any and all losses, claims, damages, liabilities, and expenses of any kind or nature whatsoever, including attorney’s fees, which may arise out of, result from, vendor’s (i) acts or omissions, and (ii) any allegation that its products or service infringe the intellectual property rights of any third party and (iii) any defectiveness or quality issues pertaining to the products or any part thereof.

14. Changes To These Terms And Conditions Of Purchase

The Company reserves the right to change these General Terms and Conditions of Purchase at any time without prior notice.

15. Compliance With Laws

Each party shall comply with all applicable laws, regulations, court decisions and administrative rulings applicable to the purchase, sale or use of products.

16. Confidentiality

vendor shall keep confidential any and all information provided by the Company. vendor agrees that no acknowledgement or other information concerning the terms and conditions and the services provided to the Company will be made public without the prior written consent of the Company.

17. Legal Construction

All transactions to which these General Terms and Conditions of Purchase apply shall be governed by and construed in accordance with the laws of the State of New Hampshire, United States of America, without reference to any choice of law provision that would cause the laws of any other jurisdiction to apply. Disputes arising hereunder or pertaining to products shall be subject to the exclusive jurisdiction of the courts of the State of New Hampshire, to which the parties hereby submit themselves. Each party hereby unconditionally waives its respective rights to a jury trial of any claim.

QUALITY REQUIREMENTS

General Requirements applicable to all Purchase Orders

A. SURVEILLANCE
Component Dynamics reserves the right to conduct periodic audits of Seller’s and at any level of the supply chain Quality Assurance inspection system, and to witness and/or conduct inspections and tests to assure materials or supplies satisfactorily meet procurement document requirements; review corrective action activities and other records that reflect on hardware or service quality.

B. CHANGES
Supplier shall not accept verbal changes to the Specifications, Drawings or Purchase Order Requirements without supporting documents from Component Dynamics.

C. DISCREPANCIES
Any deviations from established drawing or specifications intended for shipment must be reported to the Component Dynamics Buyer immediately. No deviations will be considered approved without written confirmation from the buyer. Repairs are not to be undertaken without prior written approval from the buyer. Unless otherwise specified in this Purchase Order, the Supplier and/or any of their Suppliers/Subcontractors DO NOT have authority to process “USE-AS-IS”, “REPAIR”, “STANDARD REPAIR PROCEDURES (SRPS)” or “NON-SRPS” via their Material Review Board (MRB). These dispositions, as well as deviations and request for waivers, requiring MRB disposition shall be submitted to Component Dynamics for approval. This does not include REWORK or SCRAP. The Supplier/Subcontractor shall utilize its appropriate nonconforming material disposition form and submit it to the Buyer for Component Dynamics approval.

D. CORRECTIVE ACTION
Acceptance of this Purchase Order obligates the supplier to perform, upon request, a Corrective Action investigation when discrepant material is received at Component Dynamics. A written report shall be furnished, within a stipulated time period, which is specific and conclusive to prevent a recurrence of the discrepancy.

E. DOCUMENTATION
Component Dynamics shall not accept items delivered under the Purchase Order if the supplier fails to submit certifications or other documentation specified in the purchase order.

F. PRESERVATION AND PACKAGING
Unless special packaging requirements are referenced in the Purchase Order, the supplier shall use best commercial practices for preservation and packaging of articles supplied to Component Dynamics and shall identify each package with the Purchase Order number, date shipped and packing sheet number.

G. COUNTERFEIT PARTS
Component Dynamics understands that counterfeit parts are a serious issue worldwide. Acceptance of this Purchase Order obligates the supplier to only send authentic parts. Any product that cannot be verified as authentic with Manufacturer will not be returned to the seller but will be treated as counterfeit and governmental oversight will be final determination.

H. AWARENESS
Component Dynamics reserves the right to require and request evidence that Suppliers ensure their personnel are aware of: (a) Their contribution to product or service conformity; (b) Their contribution to product safety; (c) The importance of ethical behavior.

 

AEROSPACE SUPPLIER QUALITY REQUIREMENTS / CLAUSES

The following requirement / clauses become a part of the purchase order when specified by number or letter code on the Purchase Order.

SQR-1 QUALITY MANAGEMENT SYSTEM
Supplier shall provide and maintain a quality system that complies with the requirements of ISO9001 or AS9100, unless otherwise directed by Component Dynamics. Immediate notification is required in case of non-compliance to Quality System Requirements, e.g. loss of third party certification.

SQR-2 GOVERNMENT SOURCE INSPECTION
Government Inspection is required prior to shipment from your facility. Upon receipt of this order, promptly notify the Government Representative normally servicing your facility so that the appropriate planning can be accomplished. If a government representative does not service the Suppliers’ facility, notify the nearest Defense Contract Administrative Office for direction, or Component Dynamics.

SQR-3 SOURCE INSPECTION
Source Inspection shall be conducted by Component Dynamics at the Supplier’s facility or where designated in the Purchase Order prior to shipment. Inspection/test of the items shall be performed by the Seller and shall be subjected to witness by Component Dynamics. Component Dynamics shall elect to do 100% or sample of the units. If a sample is selected, the sample will be selected by Component Dynamics. Engineering. The seller shall have available and present upon request, documented evidence of in-process and/or final inspection/test data. Required documentation for shipment must be completed and signed by its Quality Assurance Manager, or authorized designee, and available for Component Dynamics review.

SQR-4 CERTIFICATE OF CONFORMANCE
A certificate of conformance shall accompany each shipment signed by its Quality Assurance Manager, or authorized designee, stating the product supplied is in full conformance with all physical configuration and functional test specifications; that all raw material used conforms to applicable specifications. Inspection and test data, physical and chemical analysis, and in process inspection data are on file subject to review by Component Dynamics upon request. The certificate of conformance shall be legible and include:

• Component Dynamics Purchase Order number, part number, and revision letter (unless otherwise specified on the purchase order), quantity and if applicable, serial numbers.
• Component Dynamics. Job Order number and the mill heat number when supplier supplied material, at a minimum.
• When multiple lots of material are used in completing a shipment, parts shall not be mixed and all material lot numbers or mill heat numbers shall be reported.
• When processing is performed against a Component Dynamics job order, parts shall not be mixed, and traceability shall be maintained to the work order.
• Material or process specifications
• Manufacturer’s name, address, Country of Origin, and Date.

SQR-5 CHEMICAL AND PHYSICAL TEST REPORTS
For raw material shipments, or where material was supplied by the supplier, physical and chemical test report certifications shall be supplied with each shipment. Test reports shall be legible and include the material designation, specification, and revision letter (material must be certified to the latest revision in effect at the time of shipment), results of all specified testing requirements, the mill heat number, and any other requirements specified on the Purchase Order and must be traceable to the material.

SQR-6 INSPECTION SHEETS AND TEST REPORTS
With each shipment the supplier shall submit inspection reports, data sheets, test reports, etc… as applicable. Reports shall be identified with the applicable drawing / specification number, revision, Component Dynamics Purchase Order number, and the Supplier’s lot identification number.

A. Inspection Reports shall cover all physical and dimensional characteristics for the item as called out on the drawing, or in the applicable specification. The Supplier shall report the actual dimensions of each part inspected. The inspection results shall be traceable by serial number or other identification method to the actual part inspected.

B. Inspection Reports shall cover all physical and dimensional characteristics for the item as called out on the drawing, or in the applicable specification. The Supplier shall report the dimensional range and average of parts inspected. The inspection results shall be traceable to the lot of parts inspected.

C. Inspection reports shall list the physical and dimensional characteristics of the items. Sample inspection shall be performed to verify critical dimensional characteristics of the lot of parts are within drawing specification limits. Actual dimensions do not have to be reported except where specific dimensions are requested.

D. Test reports for special tests such as vibration, shock, rain, sand and dust, pressure, environmental, EMI, ATP and others shall be supplied by the Seller.

E. Destructive Testing Analysis (DTA) report is required. The Supplier is to permanently identify the parts that have gone through DTA and are no longer suitable for intended use. The tested parts shall be delivered to Component Dynamics.

NOTE: Out of tolerance dimensions shall be identified on an inspection report. The Supplier shall not deliver parts that are out of tolerance to Component Dynamics without approval from Component Dynamics.

SQR-6A RECORD RETENTION AND RIGHT OF ACCESS– NON-AEROSPACE
Supplier shall retain all records pertaining to material, manufacturing processes, special processes, testing, and inspection for a minimum of three (3) years as applicable. Supplier shall notify Component Dynamics prior to destruction. Supplier shall provide Component Dynamics, our Customers, and regulatory authority access to all applicable records. SQR-6B RECORD RETENTION AND RIGHT OF ACCESS – AEROSPACE Supplier shall retain all records pertaining to material, manufacturing processes, special processes, testing, and inspection for a minimum of ten (10) years as applicable. Supplier shall notify Component Dynamics prior to destruction. Supplier shall provide Component Dynamics, our customers, and regulatory authority access to all applicable records.

SQR-7 FIRST ARTICLE INSPECTION
Supplier shall perform and document a comprehensive inspection and test of the article to assure the items conform to all specification requirements. First Article Inspections shall be performed in accordance with Aerospace Standard AS9102. First Article Inspection is required on a part representative of the production process used in the manufacture of the parts. The First Article Inspection Report (FAIR) must accompany the first shipment of parts. If two years have elapsed since the last shipment of this part number, a new First Article Inspection is required. If an AS9102-compliant FAIR is not required, an equivalent supplier form may be used and shall include the following:

• Component Dynamics part number, revision level,
• All print requirements including, Notes, Feature, Tolerance,
• Actual measured value, Method of Gauging, Accept/Reject indication. Where physical testing is required, the results of the test must be recorded.

Where special processes are required, verification of each special process must be recorded, applicable certifications retained, and available for review (or submitted with the FAIR if requested by Component Dynamics). The signature and title of the person performing the inspection and date of inspection must also be included.

SQR-8 SURVEY/AUDIT RIGHTS
Component Dynamics customers and/or regulatory agencies shall have the right to conduct surveys and perform surveillance and have access of supplier facilities and at any level of the supply chain to evaluate their capability to comply with contractual requirements.

SQR-9 SPECIAL PROCESS APPROVAL
Heat treating, welding, electroplating, laser cutting, EDM, ECM, Non-Destructive Testing, etc. are considered special processes and require approval by Component Dynamics prior to use. The Certificate of Conformance shall include the specification number and revision of all special processing performed. Special processes, once approved, may not be changed without Component Dynamics’ approval of the changes.

SQR-10 APPROVED INSPECTION PLAN
When requested; suppliers shall submit a detailed inspection plan to Component Dynamics Facility for approval before manufacturing begins. Supplier inspection shall be in accordance with the Component Dynamics approved inspection plan for the part number ordered.

SQR-11 APPROVED SOURCE OF MATERIALS
All material used in fulfilling this order must be supplied by a supplier approved by Component Dynamics unless specifically authorized in writing to the contrary.

SQR-12 SHELF-LIFE DATA
The Supplier shall furnish the date of manufacturer, useable shelf life, expiration date of useable shelf life, any special storage conditions, and any safety warnings for each item shipped. A Material Safety Data Sheet must be included with each shipment. Items will not be accepted by Component Dynamics where shelf life remaining is less than 75% of total shelf life.

SQR-13 IDENTIFICATION AND CONTROL BY LOT
Traceability of items shall be by lot number rather than individual serial number. The seller shall assign a common lot number to all items in a specific manufactured lot.

SQR-14 IDENTIFICATION AND CONTROL BY SERIAL NUMBER
Seller shall identify individual serial numbers, to all items shipped to Component Dynamics and shall appear on the certification. Serial numbers shall be assigned by Component Dynamics. The method of marking will be specified in the Purchase Order or on a furnished manufacturing drawing. The Seller shall maintain traceability of each serialized item to raw materials used in its manufacturing processes.

SQR-15 TEST AND INSPECTION REPORTS
Test and inspection reports, with measured data as required by the applicable procurement specification, must accompany each shipment.

SQR-16 SPECIALTY METALS DFARS 252.225-7014
Preference for Domestic Specialty Metals (Apr 2003) applies to this order if specialty metals are being furnished. Contact Component Dynamics Purchasing for clarification or applicability if necessary. AQR-17 BUYER FURNISHED MATERIAL When Component Dynamics furnishes material, the Seller’s System shall provide for the following:

• Examination upon receipt for transit damage,
• Verification of quantity,
• Storage against damage,
• Improper use or disposition.

The Seller must furnish certification that the parts used were those furnished by the Buyer and no un-authorized substitution was made.

SQR-18 APPROVED SUPPLIERS
As required, Component Dynamics “Approved Suppliers” are responsible for maintaining a list of their approved suppliers and shall have it available upon request for review by Component Dynamics. Information shall include name, address, nomenclature of parts or services provided, part numbers and other pertinent information requested by Component Dynamics. Suppliers shall only purchase aircraft-related parts from their suppliers which are controlled by Component Dynamics by approval or inspection.

SQR-19 CHANGES TO WORK
The Supplier shall make no Changes to Work under this Purchase Order or Contract including any change in design, manufacturing process, materials, or otherwise which may affect form, fit, or function of the Work without prior notification to and approval by Component Dynamics. Such notification shall consist of detailed drawings clearly defining such Changes and the date such changes are proposed to be effective. Such notification shall not constitute approval of the proposed change nor relieve the Supplier of the obligation to comply with requirements contained in the Purchase Order or Contract. If the proposed Change is approved, the Change Approval shall be documented.

SQR-20 MOVEMENT OF WORK
The Supplier agrees that the manufacturing and/or fabrication of Work being delivered under this Purchase Order will not be moved to another production facility without the express written approval of Component Dynamics.

SQR-21 CALIBRATION SYSTEM COMPLIANCE OF INSPECTION, MEASURING AND TEST EQUIPMENT
A system for the maintenance and calibration of inspection, measuring, and test equipment shall be maintained. ANSI/NCSL Z540-1 applicable to calibration activities. Acceptable alternative: MIL-STD-45662A “Calibration System Requirements” All calibration standards must be traceable back to NIST (National Institute of Standards and Technology) and the NIST test number shall be included on the certificate of conformance. If any measuring equipment is found to be out of tolerance, “As Found, As Left” data shall be included.

SQR-22 FOREIGN OBJECT DEBRIS (FOD)
Supplier shall comply with NAS412 to prevent Foreign Object Damage (FOD) to manufactured products. Supplier shall establish and maintain an effective FOD prevention program through a Continual Improvement approach that proactively addresses and controls the events (conditions and actions) leading to FOD.

SQR-23 EXPORT/IMPORT CONTROLS (ITAR)
Supplier shall control the disclosure of, and access to, technical data, information, and other items including hardware received under this purchase order in accordance with U.S. export control laws and regulations, including but not limited to the International Traffic in Arms (ITAR) and the U.S. Department of Commerce, Bureau of Industry and Security (BIS), and authorities. Any questionable items should be referred to Component Dynamics.

Export Administration Regulations. Contact Component Dynamics Purchasing for clarification or applicability if necessary.

SQR-23a 15 CFR §758.6 of the EAR:
“These commodities, technology or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to US Law prohibited.”

SQR-23b 22 CFR §123.9(b) of the ITAR:
“These commodities are authorized by the US Government for export only to (country of ultimate destination) for use by (end user). They may not be transferred, trans-shipped on a non-continuous voyage, or otherwise be disposed of in any other country, either in their original form or after being incorporated into other end-items, without the prior written approval of the US Department of State.”

SQR-24 COUNTERFEIT PARTS AVOIDANCE
Supplier shall ensure that controls are in place to reduce and mitigate the risk of counterfeit components and/or assemblies from Component Dynamics in compliance of AS5553 and their Quality Management System. This Procedure outlines the process of procuring parts from reliable sources, assure authenticity and conformance of procured parts, to control parts identified as counterfeit and report counterfeit parts to Component Dynamics and Government Investigative authorities. Any questionable items should be referred to Component Dynamics.

The present Code of Conduct defines the basic principles and requirements of Component Dynamic, LLC. to its suppliers with regards to their responsibilities for humans and the environment. Component Dynamics LLC reserves the right to modify the requirements of the present Code of Conduct in case of necessary modifications in Component Dynamics, LLC. compliance Program. In this case Component Dynamics, LLC. expects its suppliers to accept these necessary modifications.

 

The Basic Principles and Requirements are as follows:

Compliance with the law
Compliance with the laws of each applicable legal system(s).

Prohibition of corruption and bribery
Any form of corruption or bribery must not be tolerated nor engaged in any kind of fashion, including any illegal offers of payment or similar benefits in the direction of government officials to influence the decision making.

Respecting the fundamental rights of everyone

• To foster and enhance equal opportunity and equal treatment of humans notwithstanding the skin color, race, nationality, social background, possible disability, sexual orientation, political or religious conviction, as well as sex or age.
• To respect the personal dignity, privacy, and personal rights of everyone.
• Not to employ nor force anybody to work against his or her own will.
• Not to tolerate unacceptable treatment of individuals such as psychic hardships, sexual and personal harassment or discrimination.
• Not to tolerate conduct (including gestures, language, and physical contacts) which is sexual, coercive, threatening, abusive or exploiting.
• To ensure appropriate remuneration and to ensure the payment of the legal national minimum wage.
• To comply with the legally prescribed maximum working hours in each respective state.
• To recognize the freedom of association of the employees and neither to favor nor disadvantage any members in an employee’s organizations or unions, as far as legally permissible.

Prohibition of child labor
Not to employ any employees who cannot prove a minimum age of 15 years. In countries which fall under the exception of developing countries of the ILO Convention 138, the minimum age may be reduced to 14 years.

Health and safety of everyone

• To assume responsibility for the health and safety of individuals.
• To minimize risks and to ensure the best possible preventive measures against accidents and occupational illness.
• To offer training and to ensure that all individuals are competent with respect to the issue of occupational safety.

Environmental protection

• To observe the environmental protection about legal norms and international standards.
• To minimize environmental pollution and to continually improve environmental protection.
• To establish and/ or apply a system of environmental protection in accordance with ISO 14001 or to an equivalent system.

Supply Chain

• To promote the compliance of the contents of this Code of Conduct toward the external contacts as best as possible.
• To comply with non-discrimination at the external contacts and when associating with external contacts.
• To comply with national and/ or international regulations for export control, Reach, SVHC, and RoHS and/or to document and comply with the handling of so-called conflict materials of the Democratic Republic of Congo or its neighboring countries.