Purchase Order

                                                   General Terms and Conditions

1. General statement:  All orders are subject to the conditions appearing both on the face hereof and hereinafter. Supplier is hereby notified that work and materials covered by Anewco Products, LLC  (Anewco) Purchase Orders (POs) may be intended to form a part of work under an United States Government contract.  Under such contract, conditions of this order are prescribed by United States laws, regulations, and/or stipulations.

2. Domestic Preferred/DFARS Compliance:  Where applicable, in accordance with United States Defense Federal Acquisition Regulation Supplement (DFARs), all raw material and hardware references as evidenced by Requests for Quote (RFQs), POs, general inquiries, etc. are required to be either domestically sourced and/or DFARs compliant.  Any variance to this must be mutually agreed upon in writing prior to material shipping to our facility.  Anewco will specify if material/ hardware other than domestic/DFARS compliant will be acceptable.

3. Quality and Workmanship:  Product or Service conformity is of utmost importance to Anewco, and as a key component of the success of Anewco, all suppliers are expected to produce, and or supply, products, or services, that meet all requirements specified on POs.  All materials and workmanship shall be of the kind and quality specified, or if no quality standard is specified, it shall be of the best attainable quality, subject to inspection and approval during and/or after manufacture by Anewco or Anewco’s customers, regardless of payment status.

4. Performance and Delivery:  Time discipline is of essence on all Anewco POs.  Deliveries shall be in strict conformity with performance stated therein.  If, after acceptance of this order, Seller subsequently finds that shipment or performance will be delayed, Seller must notify Buyer immediately in writing (hardcopy), or in electronic format, give reasons for the delay, and advise of a new shipment or performance date.  Anewco maintains an Approved Suppliers List (ASL) and will measure supplier performance accordingly to Delivery, Quality, and Value.  Failure to deliver work or materials of quality expected, within timeframe specified, as well as reasonable value, shall cause Anewco to re-evaluate that supplier’s status.  Significant re-evaluation could result in issuance of a Supplier Corrective Action Request (SCAR), supplier being downgraded to “conditional” status, or removal from Anewco’s ASL completely.

5. Non-Conforming Goods:  Supplier is required to notify Anewco of nonconforming products and/or  Discrepancies.  Anewco shall retain the right to inspect and reject, all product found non-compliant.  All such rejected product shall be returned to Supplier at Supplier’s risk and expense.  Nonconforming Goods may be repaired by Supplier or third party, at supplier’s expense however, repair disposition must be approved by Anewco.  As stated in Number 4 above, non-conforming materials / hardware discovered by Anewco may be cause for significant re-evaluation of said supplier’s status and could be cause for supplier losing their “approved” status.

6. Supplier Corrective Action Request (SCAR):  Anewco reserves the right to stipulate a SCAR for discrepancies in any area of concern regarding delivery and quality performance.  Supplier will be placed on “conditional“ status until SCAR is received and reviewed as satisfactory.  Repetition of unacceptable performance, or failure to respond to SCAR within a reasonable time period (45 days), will be cause for supplier to be permanently removed from Anewco’s ASL.

7. Changes in Production and/or Process:  Supplier is required to notify Anewco of any changes in product and/or processes, changes in suppliers, and changes of manufacturing location.  Anewco Products, LLC may require re-approval of product and/or processes depending on the effect of the change.  Deviations from defined blueprint / sketches provided, requires prior approval by Anewco and its customers.

8. Packing:  Supplier is required to take reasonable precaution in packing items to ensure damage-free delivery.  Packaging materials shall be at supplier’s risk and cost at no fault to Anewco.  Each package must contain a shipping memo, showing the name of shipper, contents, must reference a PO number, and contain a certificate of conformance.  Seller shall ensure items supplied and the packaging will not be a source of Foreign Object Damage (FOD) and/or other contaminants.  The FOD prevention practices shall be proportional to the FOD susceptibility of the product(s).

9. Quantity:  The quantity of any material, as indicated on PO, shall not be exceeded without first obtaining written consent from Anewco.  If order quantity is to be delivered in partial shipments, quantities shall not exceed requirements specified at required intervals, unless agreed upon in writing.

10. Ownership of Tools:  Any jigs, fixtures, tools, dies, patterns, plates, cuts, etc. or equipment, the cost of which is included in the price of the work referenced, whether separately stated or otherwise, shall be and remain the property of Anewco.

11. Patents:  Supplier hereby agrees to protect and hold Anewco and Anewco’s customer harmless and free from any loss or damage, cost or expense, due to, or growing out of, any infringement, or alleged infringement, on patent right by Supplier with respect to any articles furnished, unless said infringement or alleged infringement, shall relate to work performed in accordance with designs, drawings or specific instructions issued by Anewco.

12. Cancellation:  Anewco reserves the right to cancel an order, or any part thereof, if Supplier fails to deliver within time specified, the work or materials of the quality, and in the quantity, required by said order, as provided for in (4) above.

13. Right of Entry:  Anewco and Anewco's customers and regulatory authorities shall have the right of access to Supplier’s facility involved in any respective order, including all applicable records for review at a time mutually convenient for both parties.

14. Quality System Requirement Flowdown:  Supplier is required to flow down all Anewco and Anewco’s customer’s requirements as specified on PO(s) to its sub-tier suppliers.

15. Record Retention:  The Supplier shall retain all records needed to show conformance to PO requirements for each shipment.  Records shall remain legible, readily identifiable and retrievable for a period of 10 years after the date of the completion of this PO.  If the Seller is a distributor of the item(s) in this PO, the Seller shall require the same documentation from the original manufacturer of the item(s).  Seller shall flow down this requirement to the manufacturer.  Seller shall allow Anewco to acquire or inspect all records needed to show conformance to Purchase Order requirements.  The seller shall receive Anewco approval prior to destroying / disposing of any record throughout the retention period.  Additional retention may be specified and will be stated on PO if applicable.

16. Calibration Services:  Calibrate to industry standard or manufacture specification.  Must comply with ANSI Z540 or equivalent standard.  Certificate of Conformance is required.  Must be traceable to NIST or other national measurable standards.  Calibration frequency is annual unless otherwise specified.

17. ITAR / Export Controls:  Anewco is International Traffic in Arms Regulations (ITAR) registered and compliant.  All persons MUST be US persons that handle any documents and/or parts.  Seller shall notify buyer of all orders that are ITAR and shall notify Anewco of any parts being shipped out of the country (USA) at time of placement of the order.  Anewco's documents may contain technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C., SEC 2751 ET SEQ) or the Export Administration Act (Title 50, U.S.C., APP 2401 ET SEQ).  Violations of these export laws are subject to severe criminal penalties.  Seller shall disseminate in accordance with the provisions of DoD Directive 5230.25.  E-mails are strictly confidential and intended solely for the addressee as they may contain information which is covered by legal, professional, or other privilege.  If seller receives an email in error, seller shall not use, disclose, or copy any information transmitted with it, and notify the sender immediately.  Anewco does not represent, or warranty, as to the accuracy, or completeness, of the contents of their e-mails.  Anewco shall not be held liable to any person resulting from the use of any information contained in an e-mail, and shall not be liable to any person who acts or omits to do anything in reliance upon it.

18. Ethical Behavior:  Suppliers of products, or services, to Anewco shall conduct their dealings in an ethical manner.

19. Counterfeit Item:  The supplier shall maintain a Counterfeit Item risk mitigation process internally and with its suppliers using SAE AS5553 as a guide. The supplier shall flow down to, and ensure compliance with the requirements of this Q-Note by, lower tier suppliers providing items for delivery to Anewco under this order. The supplier shall provide evidence of the supplier's risk mitigation process to the Anewco Buyer upon request.

20. Product Safety: Product safety requirements, if applicable, will be identified on Purchase Order documentation. Product safety requirements can be; safety critical, fracture critical, flammable material, chemical hazardous material, etc.

21. Acceptance:  Commencement of performance of the work called for by this PO, in the absence of Seller’s written acknowledgement thereof, shall be deemed acceptance of this PO as written.

22. Validity:  The invalidity, in whole or in part, of any conditions of respective purchase orders, shall not affect the validity in any other conditions. The remedies herein reserved shall be cumulative and additional to any other of this purchase order and shall not constitute a waiver of any other breach of the same provision or any other provision.

23. Government-Industry Data Exchange Program (GIDEP):  The supplier shall actively participate in the Government Industry Data Exchange Program in accordance with the GIDEP Operations Manual, SO300-BT-PRO-010. The supplier shall submit information concerning critical or major nonconformances, as defined in FAR 46.407/DFARS 246.407, to the GIDEP information system. As a GIDEP participant, Anewco is not authorized to distribute GIDEPs outside of Anewco. You as the supplier will have to access the GIDEP database as a GIDEP participant and retrieve the subject GIDEP. Per TCS-001, para 13(c), suppliers are required to monitor the GIDEP reports and act on reports that affect product delivered to Anewco.

Last revised on: 01/20/2021