Terms & Conditions

InVeris Training Solutions, Inc.  GLOBAL STANDARD PURCHASING CONDITIONS

1. DEFINITIONS AND INTERPRETATION

In these Conditions:

“Conditions”means the terms and conditions set out in this document.

“Contract”means the contract between us and you for the sale and purchase of the Goods and which incorporates the terms of the Order and these Conditions.

“Goods”means all deliverable goods, items, parts, products, materials or services described in the Order.

“Order”means our order for the Goods, as set out in our purchase order form or our electronic ordering system, which incorporates these Conditions.

“us”, “we”or “our”or “our company” means the InVeris company that places the Order (acting where relevant through a business division) and which shall purchase Goods from you under the Contract.

“you”or “your”means the person or entity with whom the Order is placed and which sells/supplies Goods to us under the Contract.

References to any statute, enactment, order, regulation or similar instrument is a reference to it as in force from time to time taking into account any amendment or re-enactment and shall include any subordinate legislation made under it.

2. ORDERS AND CONDITIONS OF CONTRACT

• The Order constitutes an offer by us to purchase the Goods in accordance with these Conditions.
• The Order shall be deemed to be accepted on the earlier of you issuing a written acceptance of the Order; or you doing any act consistent with fulfilling the Order; or delivery of the Goods, at which point the Contract shall come into existence. Your acceptance is expressly limited to acceptance of our Order, which incorporates these Conditions.
• These Conditions apply to the Contract to the exclusion of any additional or different terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No written or printed terms inconsistent or additional to these Conditions shall be binding upon us unless agreed in writing by one of our authorized officials.
• Subcontractor/Suppliers must advise upon the receipt of the Order if good to be supplied contain any hazardous or harmful materials requiring special handling or treatment.

3. SPECIFICATIONS AND MARKINGS

• The Goods must be supplied exactly in accordance with the Contract and any specification, drawing, process instruction or procedure defined therein. No variation to the Contract shall be permitted without our written authority.
• No marking not authorized by us shall appear on any part of the Goods, except, for your standard products, the manufacturer’s name, address and reference number, the date of manufacture, safety information and any other information relating to the function of the Goods usually incorporated by the manufacturer.

4. PRICE

• The price payable for the Goods will be the price set out in the Unless otherwise expressly agreed, the Contract price will be a fixed price and will include the cost and risk of delivery to our premises.
• You agree to absorb, without charge, any change required by us to the Goods and/or Contract which has a cost of up to US$ 2,500 or currency equivalent for non-recurring changes and/or 1% of the price for recurring changes.

5. PAYMENT TERMS

• Unless otherwise agreed in writing, payment of the Contract price will be made 60 days following the end of the month of accepted delivery. The invoice in duplicate must be forwarded to our Financial Accounts Department at the postal address on the Order, unless otherwise stated.
• We may withhold payment of any amount due to you if we assert any credit, set-off or counterclaim against you.

6. OUR PROPERTY

• All materials, patterns, dies, jigs, fixtures and tooling together with any specifications, drawings, process sheets and the like or any other property or intellectual property whatsoever supplied to you by us or to our order, or procured or developed by you specifically for the supply of Goods to us, shall be and remain our property and must not, without our written consent, be used for or in connection with the production of any goods whatsoever other than the Goods ordered by us. You shall ensure that such items are always identified as our property and must be returned to us immediately on demand.
• All of our property including that mentioned in Condition 1 together with materials and components provided free of charge by us in connection with the Contract must be insured by you to its full replacement value against all risks until it has been received back by us or used or forwarded in accordance with our instructions.

7. DEVELOPMENT WORK

• If any work or the production of any Goods involves development which is funded in whole or in part by us then all rights in the development and in the results thereof will vest in us. You shall execute or procure the execution of all documents as we may reasonably require in order to transfer the full benefit of any such rights to us.

8. PATENT RIGHTS ETC.

• If the supply or use of any Goods under the Contract (other than any such Goods or things manufactured by you in accordance with designs supplied by us) shall be held to constitute an infringement or an alleged infringement of any third party patent, copyright, registered design, trademark or other intellectual property right, we or any person at any time in possession of such Goods shall be indemnified by you against all damages, costs, losses, charges or expenses incurred as a result of such infringement or alleged infringement and you will further, if required by us, conduct any legal proceedings which may be necessary to protect us at your sole risk and expense.

9. INDEMNITIES

• You shall indemnify and hold us harmless from any loss, damage and expense, including all legal fees, incurred or sustained by us which is caused by or arises as a result of any defects in the Goods or by reason of your negligence or your failure to conform to the terms of the Contract or applicable statutory duty or regulation.
• You shall have in place general liability insurance, product liability insurance and employer’s liability insurance for amounts acceptable to us and shall provide evidence of such insurance on request.

10. PUBLICITY

• The terms of the Contract are strictly confidential. You must not publish or cause to be published by any means whatsoever any details concerning the Goods which are the subject of the Contract without our previous consent in writing.

11. CONFIDENTIALITY, DATA PROTECTION AND ELECTRONIC SECURITY

• All of our information and our customers’ information which is or may be disclosed to or accessed by you in the course of performing the Contract shall be treated by you as strictly confidential and shall not without our prior written consent be disclosed to any third party or parties nor be used or copied for any purpose(s) other than for the execution of the The provisions of this Condition do not apply to information which is or comes into the public domain other than through a breach of this Condition.
• If the Contract requires or permits entry by you or your permitted or approved sub-contractor onto our premises it is a condition of the Contract that you and any of your sub-contractors and their employees shall treat as strictly confidential any technical or commercial know-how, processes, specifications or other information which shall come into your knowledge in the course of such entry and any such technical or manufacturing know-how, processes, specifications and other information shall not be disclosed to any third party without our previous consent in writing. You shall obtain from any such sub-contractor an undertaking in the terms of this Condition.
• In relation to any personal data/personal information (as defined by applicable legislation) provided or made available to you by us (“Data”), you must (i) process the Data only in accordance with our lawful instructions; (ii) take appropriate technical and organizational measures against unauthorized or unlawful processing and against accidental loss of the Data; (iii) not disclose such Data to any party who carries on business outside the European Economic Area (EEA) if it originated in the EEA; (iv) cooperate fully with us to enable us to adequately discharge our responsibility as a data controller including assisting with data subject access requests, security, breach notifications, impact assessments and consultations with supervisory authorities and regulators; (v) not sell the Data; (vi) not retain, use or disclose the Data outside the business relationship between you and us or for any other purpose than for performing the Contract; (vii) notify us without undue delay on becoming aware of any data breach; and (viii) on our request, allow us to audit the your compliance with this Condition. By proceeding with this Contract, you certify that you will comply with these obligations.
• Each party will provide appropriate security measures to: (i) ensure that all electronic transmissions relating to the Contract are authorized and their confidentiality is maintained; and (ii) protect data and documents relating to the Contract from unauthorized access, alteration and/or loss. Each party will use the same level of care, but not less than reasonable care, to maintain the confidentiality of transmissions and documents as it would use for its own paper documents of like kind and importance. If you are granted access to any electronic system or electronic data (“our Systems”), you shall protect password(s) and other means of system or data access. You shall not access or use our Systems for any purpose other than for the performance of the Contract.
• Our systems are provided on an “As Is” and “As Available” Basis, and you expressly agree that we make no warranty, express or implied, as to reliability and availability of any our systems. You acknowledge that you have no reasonable expectation of privacy in any communications or data, personal or otherwise, transiting or stored on our Systems and that any communications and/or data transiting and/or stored on our Systems may be monitored, intercepted, recorded and searched at any time and for any lawful purpose, and may be used or disclosed for any lawful purpose.
• You shall immediately notify us in the event of any unauthorized use, to include but not be limited to suspected breach of data, unauthorized use of password(s) or data accessed from our Systems and shall take immediate action, as requested by us, to mitigate any potential harm, loss or damage to
• Any breach by you of your obligations in this Condition 11 shall not be capable of remedy for the purpose of Condition 19.2 (i). You shall indemnify and hold us harmless from any loss, damage and expense, including all legal fees incurred or sustained by us which is caused by or arises as a result of a breach of this Condition This Condition 11 shall survive termination or expiry of the Contract.

12. SUB-CONTRACTING, ETC.

• Except as otherwise provided by law, you shall not, without our consent in writing, assign or sub-contract the Contract or any part thereof other than sub-contracting for materials or for any part of the Goods of which the makers are named in the Contract or specification. Any such consent shall not relieve you of any of your obligations under the Contract.
• You shall ensure that you include corresponding conditions to those set out in the Contract in your contracts with your supply chain, particularly in relation to inspection, customer flow down requirements, regulatory and quality compliance and rights of recourse, including on
• No third party shall have the right to enforce any provision of this Contract.

13. TIME FOR DELIVERY AND EXTENSIONS

• Time shall be of the essence of the Contract. The Goods shall be delivered at the time specified in the Contract. If, as a result of any event outside your control, you are unable to deliver the Goods within the specified time, then provided that you have given notice in writing without delay of such event and your intention to claim an extension of time, we may grant you such extension as we may consider reasonable. In the event of significant delay we reserve the right to terminate the Contract, in whole or in part, without incurring any liability to you.
• Deferment of Delivery and/or Stop Work Situations. In the event of our normal course of manufacture being interrupted, restricted, hindered or delayed by any cause whatsoever beyond our control or by any exceptional causes whatsoever, we may without additional cost defer the date or dates of delivery. Such a cause may include us being affected by a “stop work” notice; if that applies or is likely to apply then we may require you to stop work immediately and to cease to incur costs in respect of the Contract.
• Delay in Delivery. If the Goods or any part thereof are not delivered within the time or times specified in the Contract or any agreed deferment or extension of such time or times we shall be entitled to the following remedies:
• to recover from you liquidated damages as follows: one half of one per cent (0.5%) per week for the first four weeks and one per cent (1.0%) per week thereafter of that part of the Contract price which is properly attributable to the undelivered Goods and to all other Goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non-delivery of the said undelivered The rate shall be applied for each week or part of a week during which the Contract shall remain uncompleted. We shall be entitled to deduct such damages from any moneys payable by us under the terms of the Contract or otherwise. The total amount payable by way of liquidated damages under this Condition shall not exceed twenty per cent (20%) of the Contract price and such damages shall not relieve you from any of your other obligations or liabilities under the Contract; and/or
• cancel the Contract in whole or in part without incurring any liability to you; and/or
• refuse to accept any subsequent delivery of Goods; and/or
• purchase substitute items elsewhere; and/or
• pursue additional remedies including but not limited to recouping any and all liquidated damages, penalties and claims paid or payable by us to our customer(s) as a result of your failure or delay in delivery.

14. DELIVERY

• The Goods are to be delivered to the destination stated in the Contract. They must be delivered in good order and condition.
• Unless specifically ordered, no cases, wrappers nor packaging of any kind will be paid for. Should any cases, wrappers or packaging be ordered, charges therefore are to be shown on a separate invoice and such cases may be returned to you who, forthwith on receipt thereof in good order, shall refund such charges.
• Subject to any special instructions from us, an advice note shall accompany every delivery which shall state: the number of the Order; quantity of the delivery; the quantity already delivered under the Order; and the balance of the Order still to be delivered.
• Title and risk in the Goods shall pass to us on delivery.

15. QUALITY ASSURANCE

• The quality assurance requirements of Goods shall comply with your quality procedures as authorized by us, and with our applicable quality requirements including those set out in our Supplier Quality Requirements Document Q-36.
• Goods delivered shall, as applicable, meet the requirements for release documentation as stated in the Contract.

Note to Sellers: Version applicable to purchases by InVeris sites in UK, US, Singapore and Australia

16. INSPECTION

• You shall ensure that our authorized representatives, our customers and other authorities shall be allowed access to your premises and the premises of your suppliers and sub-contractors at mutually agreed times to carry out inspections of quality systems, the Goods, parts and materials and any relevant documentation when necessary.

17. DEFECTS

• It is a condition that you must replace promptly and free of charge or pay the cost of local replacement of any Goods or parts thereof which may prove defective through faulty design (other than a design made or furnished by us), material or workmanship within 36 months from the date of delivery.
• If any Goods supplied or to be supplied under the Contract are not in full compliance with the Contract or any defined specification, drawing, process instruction or procedure, we shall be entitled to recover from you, as liquidated damages for our assessment, inspection and internal administrative costs, the following amounts: (i) US$ 400 or currency equivalent per part number (subject to our quantity limitations) for non-compliances notified in writing to and permitted by us before shipment; and delivery. (ii) US$ 600 or currency equivalent per part number delivered for non-compliances first identified on or after delivery to us. We shall be entitled to deduct such damages from any moneys payable by us under the terms of the Contract or otherwise. In addition, we reserve the right to charge (i) any other costs, expenses and damages related to your non-compliances, including but not limited to our or our customer’s or the end-user’s costs of removal, disassembly, failure analysis, fault isolation, reinstallation, reinspection and retrofit; and (ii) liquidated damages, penalties and claims payable by us to our customer(s) as a result of the non-compliances. These remedies do not affect any other legal rights which we may have in respect of such defective Goods.

18. ON-SITE EQUIPMENT

• We shall not be responsible for or accept any liability in respect of damage or claims resulting from the use by or on your behalf of our on-site equipment. Our on-site equipment shall be used only with our prior authority and in strict compliance with our site procedures and you shall indemnify us against any failure to do so.

19. TERMINATION

• We shall be entitled at any time by 14 days’ notice in writing to terminate the
• We shall be entitled without liability to you to terminate the Contract immediately for your default:
• if you fail to perform any condition or requirement of this Contract and, if capable of remedy, fail to remedy such breach within 14 days of written notice; or
• you make any arrangement with your creditors or enter into administration or go into liquidation; or
• a receiver or manager is appointed of any of your property or assets; or
• you cease or threaten to cease to carry on business; or
• any distress, execution or other process is levied on any of your assets; or
• any event similar to those mentioned in Conditions 2 (ii) to 19.2 (v) occurs in another jurisdiction.
• On any such termination:
• you shall be entitled to be paid:
• a. the sums under the terms of the Contract in respect of work done and Goods delivered up to the date of termination; and
• b. any sums which, consistent with applicable lead times, have necessarily and reasonably been paid by you to your suppliers or contractors to carry out your obligations under the Contract,
• you will not be entitled to any payment other than under a. and b. above;
• you shall use all reasonable endeavors to assign to us on request the benefit of any sub-contract entered into by you in connection with the Goods or to terminate any such sub-contract;
• you shall promptly return all of our property;
• in the event of termination for your default:
• we shall have the right to use or have used without charge any of your technical information and intellectual property rights or your sub-contractors necessary for us to continue the provision of the Goods, including all services contracted for under the Contract; and
• you shall reimburse to us any claims and excess re-procurement costs incurred by us as a result of your default, and we shall be entitled to set off any such claims and costs against amounts owed to you; and
• you shall provide us or our nominee without charge with such assistance as we require to facilitate transfer of provision of the Goods, including all services contracted for under the Contract, to another provider.

Note to Sellers: Version applicable to purchases by InVeris sites in UK, US, Singapore and Australia

• The termination/expiry of the Contract howsoever arising is without prejudice to the rights, duties and liabilities either you or we accrued prior to termination/expiry and the conditions which expressly or impliedly have effect after termination/expiry will continue to be enforceable notwithstanding termination/expiry.

20. CONFLICT MINERALS DISCLOSURE

• You shall support our compliance with sourcing obligations to certain customers subject to requirements to report sourcing of tin, tantalum, tungsten and gold (“Conflict Minerals”) from certain countries in the African subcontinent. You shall have due diligence processes in place to make reasonable enquiries, including with your supply chain, into the country of origin of Conflict Minerals included in the Goods sold to us.
• You shall disclose to us in writing those Goods containing Conflict Minerals prior to acceptance of the Order. You shall report such data as may be required by us to fulfil our obligations to our customers on sourcing of Conflict Minerals.

21. SAFETY AND ENVIRONMENTAL REGULATION

You shall comply in all respects with the applicable environmental and health and safety laws and regulations and shall indemnify and hold us harmless from and against all damages costs, losses, charges, expenses or liabilities whatsoever caused by or arising out of any breach by you of such laws and regulations.

22. HAZARDOUS MATERIALS

You must advise us upon receipt of the Order if the Goods to be supplied contain any hazardous or harmful materials requiring special handling or treatment. You shall comply with all applicable requirements contained in laws, regulations and directives including but not limited to national, EU, United States, state/provincial and local environmental, health and safety laws, regulations and directives relating to the supply of goods and hazardous materials. All Goods and their component parts, substances and materials shall comply with the requirements set forth in the Montreal Protocol and European regulation (EC) No. 1005/2009 on ozone depleting substances. Upon delivery of Goods to us, you shall notify us in writing of all Substances of Very High Concern as identified on the “Candidate List”, as amended from time to time, published by the European Chemicals Agency. Unless you notify us in writing and obtain our prior written consent, no Goods shall contain any of the restricted substances referred to in the European directive 2001/65/EU. You shall be responsible for all costs and liabilities relating to the recycling of Goods pursuant to the most current version of the European Parliament Directive 2012/19/EU as such Directive is implemented in each country to which said Goods are supplied to us. All Goods and hazardous materials supplied to us shall comply with all applicable requirements under the Toxic Substance Control Act, 15 U.S.C. 2601 et seq., and implementing regulations thereunder.

23. DOCUMENTATION

Where appropriate you shall provide documentation including operating instructions, parts lists and comprehensive spares listings.  All documentation supplied shall be in the English language.

24. COMPLIANCE WITH LAWS

• You shall comply and shall ensure that each of your sub-contractors complies in all respects with all applicable laws and regulations and shall indemnify us against all damages, costs, losses, charges, expenses or liabilities whatsoever caused by or arising out of any breach by you of such legislation or regulation.
• You shall comply with all of our mandatory customer terms that we are required to flow down to our suppliers.
• You shall not engage in any activity, practice or conduct which would constitute a tax evasion facilitation offence under applicable laws and regulations. You shall also maintain procedures to prevent the facilitation of tax evasion by another person (including your employees) and to ensure compliance with regulatory guidance and this Condition. You shall promptly report to InVeris any request or demand from a third party to facilitate the evasion of tax in connection with the performance of the Contract.

25. EXPORT, IMPORT AND REGULATORY COMPLIANCE

• You shall obtain all export authorizations and/or licenses necessary for the delivery of the Goods, software or information to us at the time specified in the Contract. You will obtain import authorizations necessary for the import of the Goods.
• We and you each agree to comply with all applicable governmental regulations as they relate to the import, export, transfer and re-export of information, software and/or Goods and/or our or your property. Without limiting the foregoing, neither we nor you shall disclose or deliver any information, software or Goods and/or our or your property provided hereunder in any manner contrary to any applicable export or import laws and regulations. We and you acknowledge that these laws and regulations impose restrictions on import, export, transfer and re-export to third countries of certain categories of information, software and Goods, and that authorizations/ licenses from the applicable regulatory agency may be required before such information, software and Goods and/or our or your property can be disclosed or delivered hereunder, and that such authorizations/ licenses may impose further restrictions on use and further disclosure or delivery of such information, software and Goods and/or our or your property.
• In relation to both domestic and international transactions, you shall provide us with export classification information for all Goods, your property, software and information delivered to us. Export classification information includes the applicable export control number, the country of origin and the Harmonized Tariff Code. We will supply you with similar export classification information for our relevant property and/or information for which we have design authority. We and you will each promptly notify the other upon a change in classification information.

Note to Sellers: Version applicable to purchases by InVeris sites in UK, US, Singapore and Australia

• If you are based in the US and will manufacture or export defense Goods for us, you will first register pursuant to Section 122.1(a) of the International Traffic in Arms Regulations (ITAR) with the Directorate of Defense Trade Controls at the US Department of State.
• For Goods, property or information which are subject to US export control regulations, including but not limited to ITAR, you shall only engage and allow access to US citizens, permanent residents of the US, or nationals of other countries for which you have first requested and we have obtained US Department of State or Department of Commerce approval, as applicable. The Contract may be immediately suspended or cancelled if unauthorized access to such Goods, property or information is allowed.
• You shall indemnify and hold us harmless to the fullest extent permitted by law in respect of any loss, damage or expense, excluding lost profits, for any failure by you to comply with such laws and regulations and/or the foregoing provisions of this Condition 25.

26. COUNTERFEIT GOODS

• All Goods provided by you to us, including any that are provided by your sub-contractors, must be original and genuine, and in full compliance with the Contract requirements, specifications, certifications, and any supporting data representing Contract performance. You warrant that you have received from all of your sub-contractors and suppliers all data necessary to comply with this obligation and you have validated all such data. You will ensure that none of the Goods are counterfeit, inaccurately marked, or in any manner misrepresented.
• You shall operate a counterfeit control process for all Goods regardless of industry sector consistent with these provisions and reasonable commercial terms for applicable industry sectors, to include AS5553A, and we shall have the right to audit, inspect and/or approve the process at any time before or after delivery of the Goods.
• If any of the Goods delivered or to be delivered under the Contract are discovered to be a counterfeit item or suspected to be a counterfeit item, then we shall have the right to impound the item for further investigation of its authenticity. Our investigation may include the participation of third parties or governmental investigative agencies as required by law or regulations or by our customer, or by us, in our sole discretion. You shall cooperate in good faith with any investigation conducted by us, including, but not limited to, cooperation by you with respect to the disclosure of all design, development, manufacturing and traceability records in respect of the item. Upon our request, you shall provide to us certificates of conformance with respect to the item under investigation. We shall not be required to return the item to you during the investigation process or thereafter. We shall not be liable for payment to you of the price of any suspected counterfeit item under investigation.

27. ANTI-CORRUPTION, ETHICS AND POLICIES

• You warrant that your directors, employees, agents, representatives, contractors and sub-contractors, and any other person acting on your behalf will not:
• offer, give or agree to give or receive, request or accept any financial or other advantage of any kind as an inducement or reward for doing or not doing any improper act or for the improper performance of any function associated with the Contract or the Goods; nor
• act in any way which would constitute an offence by you or would cause us to commit an offence under any anti-bribery legislation; nor
• employ any workers under the age of 15 or, in the countries subject to the developing country exception of the ILO Convention 138, employ any workers under the age of 14; nor
• breach applicable anti-slavery legislation, nor any applicable anti-corruption
• If you breach any of the above warranties, we shall be entitled to terminate the Contract by written notice with immediate Any termination shall be without prejudice to our accrued rights.
• You shall comply with the InVeris Training Solutions Inc. Ethics and Business Conduct, Diversity and Inclusion Policy and Anti-Corruption Policies.
• You shall indemnify and hold us harmless from any loss, damage and expense, including all legal fees, incurred or sustained by us which is caused by or arises as a result of a breach of this Condition 27.

28. CUSTOMER FLOW-DOWN REQUIREMENTS, INDUSTRIAL BENEFITS AND OFFSET

• In order to meet the requirements of our customers, we may have to accept terms which are to be flowed down to our supply chain, and you shall accept the application of corresponding terms to the Contract. You shall promptly cooperate with us and implement and carry out the procedures and requirements which we adopt and disseminate to meet our own and our customers’ requirements.
• We may use all or any part of the value of the Contract, including the value of any sub-contracts placed by you for the Contract, for satisfying our international offset obligations, and/or the offset obligations of our affiliates and/or any entity to which we transfer such value.
• We and our assignees shall be entitled to all industrial benefits and/or offset credits that might result from the Contract. You shall provide all information and assistance to us that we may reasonably request in support of our efforts to secure industrial benefits and offset credits related to the Goods.

Note to Sellers: Version applicable to purchases by InVeris sites in UK, US, Singapore and Australia

• If the Goods are purchased by us for our subsequent supply under a US government contract, then the applicable clauses from the Federal Acquisition Regulation (“FAR”) and the Defense Federal Acquisition Regulation Supplement (“DFARS”) are flowed- down and incorporated into the Contract and form part of the terms and conditions of the Contract and you will comply with such.

29. GENERAL

• If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under such condition shall not affect the validity and enforceability of the rest of the Contract.
• Failure to exercise any right under the Contract shall not constitute a waiver of such right.

30. GOVERNING LAW AND DISPUTE RESOLUTION

• The Contract shall in all respects be construed according to and governed by the laws of the jurisdiction in which our company is located. If our company is located in the United States of America then the law of the State of California shall govern the Contract without regard to conflict of law
• The United Nations Conventions on Contracts for the International Sale of Goods 1980 shall not apply to any aspect of this Contract.
• All disputes shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures or unless otherwise stated in the subsequent contract.
• Notwithstanding the previous sub-condition, we may take proceedings or seek remedies before the courts or any competent authority of any country for (i) interim or injunctive remedies in relation to any breach or threatened breach of confidentiality undertakings or infringement of intellectual property rights; or (ii) payment to us of any amount which it claims.

‍Q-36 – QA Requirements for Purchase Orders

Revision History 10 March 2016

Rev M

• Introductory Statement- Added “Failure…status”
• Clause 3 – Added section 3c, sampling procedures
• Clause 3 – Added “If…Compliance “ to section 3d(1)
• Clause 3 – Added “Purchase Order (number)”, “Statement…Purchase Order, “If applicable…COC”, and “If applicable…Compliance” to section 3d(2).
• Clause 3 – Added “for the safety…re-inspection” to section 3e.
• Moved First Article Inspection requirement from section 3e to Clause 9; Added introductory, section 1,3,4, and 5, and updated section 3 to include specific first article requirements; replaced the 12 month requirement with 2 years (section 1).
• Clause 6 – previously Clause 5; replaced “Buyer” with “Buyer/Quality”.
• Clause 5, Clause 7,  Clause 10,  Clause 11,  Clause 12,  Clause 13,  Clause 14,  Clause 15,  Clause 16,  Clause 17,  Clause 18,  Clause 19,  and Clause 20 – These clauses added in their entirety

4 April 2017

Rev N

• Clause 21 – Added Material Certification Clause
• Clause 3d(2)- Changed “or” to “and” for special process certification and replaced certificate of compliance with certification; added special material certification request

The Seller (Supplier) shall abide by the requirements in this document when the phrase “QA Requirements Apply” appears on the Purchase Order.  Otherwise these requirements do not apply. Failure to comply with any or all applicable Quality Clause(s) is subject to rejection by Incoming Inspection and may affect the Supplier approval status.

Clause No. 1 – Government or INVERIS TRAINING SOLUTIONS  Customer Review of Seller’s Inspection System

During performance on this order, the Seller’s quality control or inspection system and manufacturing processes are subject to review, verification and analysis by authorized Government or INVERIS TRAINING SOLUTIONS  Customer representatives. You will be expected to provide reasonable accommodation, facilities and assistance as required. Government inspection or release of product prior to shipment is not required unless the Seller is otherwise notified.

Clause No. 2 – Government Source Inspection

If the phrase “GSI Required” appears on the Purchase Order, Government inspection is required prior to shipment from the Seller’s plant.  Upon receipt of this order, promptly notify the Government Representative who normally services the Seller’s plant so that appropriate planning for Government Inspection can be accomplished.

Clause No. 3 – Inspection/Testing Records

• The Seller shall perform or have performed all inspections and tests necessary to substantiate that the materials or services furnished under this order conform to all Purchase Order requirements.
• The Seller shall prepare and maintain records of all inspections and tests performed. These records will be kept complete during contract performance and for three years after completion of the order. Records of inspection results shall accompany each delivery of product(s).
• Sampling procedures, when used, must comply with ANSI/ASQC Z1.4 (latest revision) or equivalent and must use an Acceptable Quality Level of 1.0 with “zero nonconforming within the sample” for the acceptance criteria.
• Certificates of Compliance:
• Unless written authorization is granted from the Buyer’s QA Department, a completed INVERIS TRAINING SOLUTIONS Form Q-37 (Subcontractor Statement of Quality) must be submitted by the Seller for each part number in each shipment. If applicable, any deviation from drawing or purchase requirements (including incomplete product) must be accompanied by fully executed INVERIS TRAINING SOLUTIONS  Form Q-11 MRB-Vendor Deviation Request (VDR) and listed or referenced on the Statement of Quality. If applicable, list special process information (see Clause 16) or attach special process Certificate of Compliance.
• If written authorization is granted, the Seller may use his own Certificate of Compliance (COC) and shall include with each shipment, providing the following minimum information is included:
• Purchase Order (number)
• Part numbers, revisions, and (if applicable serialization)
• Quantity shipped
• Signature/stamp of Seller’s authorized Quality Representative
• Date of certification
• Statement that all items contained within the shipment are in compliance with all applicable requirements of this Purchase Order.
• If applicable, any deviation from drawing or purchase requirements (including incomplete product) must be accompanied by fully executed INVERIS TRAINING SOLUTIONS Form Q-11 MRB-Vendor Deviation Request (VDR) and listed or referenced on the COC.
• If applicable, list special process information (see Clause 16) and attach special process certification.
• If applicable, list special material information (see Clause 21) and attach a copy of special material certification as furnished by raw material supplier.
• On-site inspection by the Buyer’s inspection personnel will not be required unless otherwise stated in the contract. However, the Buyer reserves the right to perform on-site evaluations to verify compliance with this requirement.  You will be expected to provide reasonable accommodation, facilities and assistance as required for the safety and convenience of such inspectors in the performance of such inspection. Seller shall make available to the inspectors copies of all purchase orders, drawings, specifications and packaging data applicable to the goods ordered. In the event parts are rejected by the on-site inspector, the Supplier will be responsible for all cost associated with the re-inspection.

Clause No. 4 – Packaging and Shipping

The Seller shall package and ship items delivered to the Buyer in such a manner as to preclude damage or degradation during shipment and in accordance with Reference Document WS-112 (INVERIS TRAINING SOLUTIONS  Packaging Requirements)

Clause No. 5 – Incoming Inspection

Any and all materials shipped against the Buyer’s purchase order shall be subject to Incoming Inspection at the Buyer’s location. The Buyer has the right to determine how and to what extent the materials will be inspected at the Buyer location. If materials are found to be defective or not in conformity with the requirements of this purchase order, the Buyer shall have the right to reject some or all of the same materials associated with this purchase order and require that such materials be corrected or replaced promptly with materials which are not defective or are in conformity with such requirements. Nonconforming materials may be returned at the Seller’s expense or may be reworked, at the Buyer’s discretion, by the Buyer at the Seller’s expense. Subject to rejections or nonconformance, the Seller shall perform 100% inspection of all characteristics on all material(s) covered by this purchase order at the Seller’s expense. Records of inspection results shall accompany each delivery of material(s).

Clause No. 6 – Failure Reporting and Corrective Action

• The Buyer/Quality will record any non-conformances discovered in the Seller’s materials or workmanship on a INVERIS TRAINING SOLUTIONS Form Q-31 (Problem Report) and will forward the report (with the non-conforming material as appropriate) to the Seller.  The Seller shall correct the non-conformance (if the material is returned) and effect assertive corrective action (indicating to the Buyer/Quality that recurrence of the non-conformance is unlikely).  The Seller shall record the action taken in the “Process Improvement” block of the Problem Report.  All Process Improvement responses shall be signed by the Seller’s authorized Quality representative.  The Seller shall respond to Problem Reports within seven days, unless otherwise agreed to by the Buyer/Quality.  Refusal by the Seller to respond to Problem Reports shall be ground for disapproval of further purchase orders by the Buyer.
• When material has been rejected, the Buyer/Quality may request a failure analysis report (FAR) from the supplier. The Supplier shall conduct failure analysis on returned products, and furnish documented report of results to the Buyer/Quality in a timely manner. Each failure analysis report shall contain (at minimum) the basic identification information as to the type of hardware that failed, type or description of failure, the conclusions derived as a result of this analysis, the corrective action taken, and any containment activity performed by the Supplier.
• When a quality problem exists, the Buyer/Quality will request a formal corrective action from the Supplier (INVERIS TRAINING SOLUTIONS FORM-Q-76, Corrective and Preventative Action Request). Such request shall be responded to in the specified time and shall include the following information (at minimum): 1] containment/immediate actions taken, 2] analysis of the root cause of the problem, 3] statement of the action taken, 4] effectiveness of the action, and 5] copies of supporting documentation.

Clause No. 7 – ESD Program

For electrostatic sensitive material, the Supplier shall maintain an Electrostatic Discharge Control program in accordance with MIL-STD-1686, MIL-HDBK-263, and ANSI/ESD-20-20.

Clause No. 8 – Electrical Components and Assemblies

Printed circuit assemblies, all electro-optical or semiconductor components and any other ESD sensitive devices shall be treated as MIL-STD-1686, Class I.

• Printed circuit assemblies and electro-optical assemblies must be individually packaged in transparent shielding (Faraday Cage) bags, clearly labeled with an ESD sticker. The bags must be free of tears and punctures, sealed via zipper closure or with a reusable ESD sticker.  Staples, tape and “pink poly” are prohibited.  No paperwork may be placed inside the shielding bag.
• Small printed circuit assemblies and electro-optical assemblies (less than one inch wide and two inches long) may be packaged together as long as the assemblies are secured within a closed lid conductive box, in a manner which prevents the assemblies from overlapping or abrading on another during shipment. Only conductive packaging materials (foam, spacer, etc.) may be used within the conductive box (no pink poly).  The conductive box must be clearly labeled with an ESD sticker and either snap-closed or sealed with a reusable ESD label.
• Programmable ICs and semiconductor components must be packaged the same as printed circuit assemblies, except that they must first be placed in transparent shielding tubes.

Clause No. 9 – First Article Inspection

A First Article Inspection (FAI) is a complete verification that the article being inspected complies with the requirements identified in engineering drawings, specifications, and purchase orders as well as any other applicable design requirement(s).

• FAI General Requirements: The supplier shall perform a First Article Inspection at no cost to the Buyer when one of the following applies:
• First time supplier to the Buyer
• New product representative of the first production run
• Change in design (new part number andor new drawing)
• Change in supplier’s location, process, inspection method, material, or tooling
• Natural or man-made event that could adversely affect the manufacturing process
• Lapse in production for two (2) years.
• Change of revision to the Buyer’s drawing. (Partial FAI is permissible)
• Change in the Supplier’s sub-tier special process supplier (i.e. heat treat, plating, chemical processor, weld, paint/coating, etc.).
• Change in source of manufacture (applies to distributors/brokerage houses).
• Buyer’s customer requirement for a FAI.
• Change of revision to the Buyer’s customer drawing. (Partial FAI is permissible upon request)
• FAI Inspection Requirements: The Seller is required to perform 100% inspection and recording of variables (actual) data for the first article manufactured to the configuration specified on this order. The inspection records shall identify each characteristic, the allowable tolerance limits, and the actual dimensions measured (INVERIS TRAINING SOLUTIONS  Form Q-17, Inspection Report may be used and is available from Purchasing or Quality Assurance). A characteristic is a dimensional, visual, functional, mechanical, or material feature or property, which describes and constitutes the design of an article and can be measured, inspected, tested or verified to determine conformance to design requirements. This includes drawing requirements (including requirements in the drawing title block and flag notes) and/or specification requirements determined from drawing notes (i.e. MILASTM standards).
• Partial FAI: A partial FAI is a verification that the article being inspected complies with the changes made to the Buyer’s drawing from the previous revision to the current revision. If noted in section 1 of this clause, a partial FAI is permissible provided a full FAI is on file for the initial revision. The partial FAI records only those characteristics affected by the revision change.
• FAI Report Requirements: The First Article Inspection Report (FAIR) shall include the inspection report, annotated drawing, and all supporting documentation (i.e. certifications, test reports, etc). A copy of the complete FAIR must accompany the part[s] shipment unless stated otherwise in the purchase order. The FAIR must be maintained by the supplier and available to the Buyer/Quality during contract performance and for three years after completion of the order. For subsequent partslots, Seller shall provide to Buyer, within 48 hours of a request by Buyer/Quality, a complete copy of FAI reports at no cost.

• FAI Exceptions: The following Items shall not require FAI, unless otherwise directed by Buyer/Quality:
• Standard hardware (screws, bolts, nuts, PC, etc.)
• Electronic piece parts (capacitor, IC, resistor, etc.),
• Non-metallic items (paints, sealants, adhesives, etc.),
• Engineering models, design/concept prototypes, etc., (PO Quantities of more than 3 require a FAI)

Clause No. 10 – Material Review Board Authority

It shall be understood that rework of product by the Seller is authorized, provided the product still retains all original characteristics and/or properties and meets the intent of the blue print.  Repair of any product which alters its original configuration is unauthorized and strictly forbidden without prior written consent from INVERIS TRAINING SOLUTIONS s Quality Department in the form of an approved Request for DeviationWaiver (INVERIS TRAINING SOLUTIONS  Form Q-11, MRB-Vendor Deviation Request (VDR)), available from Purchasing or Quality Assurance.  For example, the practice of adding material to incorrectly machined parts by welding is not allowed unless previously approved by INVERIS TRAINING SOLUTIONS s Quality Department or authorized by the Engineering Drawing specified on the Purchase Order. VDR submittals shall include supplier-recommended dispositions with sufficient technical, quality, and reliability justification. Copies of the VDR approved by INVERIS TRAINING SOLUTIONS  shall accompany shipment of materials involved.

Clause No. 11 – Control of Nonconforming Product

The Supplier shall provide prompt written notification to the Buyer when nonconforming material or products affecting a drawing, Purchase Order or specification requirement issues are discovered. The Supplier shall not ship such nonconforming material or product until written authorization to ship has been received from the Buyer in the form of an approved Request for DeviationWaiver (INVERIS TRAINING SOLUTIONS  Form Q-11, MRB-Vendor Deviation Request (VDR)), available from Purchasing or Quality Assurance.  VDR submittals shall include supplier-recommended dispositions with sufficient technical, quality, and reliability justification. Upon authorization to ship, the non- conforming product must be labeled as non-conforming by the Supplier before shipment and all documentation related to the nonconforming product shall accompany the product at time of shipment.

Clause No. 12 – Quality System

The Supplier must be able to maintain a Quality System that ensures adequate product conformance and appropriate objective evidence to meet usual business responsibilities. It is preferable that Suppliers are able to maintain a Quality System that meets or exceeds ISO 9001(current revision). The Supplier shall notify Buyer within two working days if any ISO certifications are revoked or suspended.

Clause No. 13 – Responsibility for Compliance

Neither surveillance, inspection and/or tests made by the Buyer or his representatives at either the Supplier’s or Buyer’s facility nor the Supplier’s compliance with all applicable Quality Assurance Requirements shall relieve the Supplier of the responsibility to furnish items which conform to the requirements of the Purchase Order.

Clause No. 14 – Order of Precedence for Technical Documents

In the event of a conflict in requirements between technical documents, the following order of precedence shall prevail:

• Purchase Order/Contract
• Drawings
• Specifications cited on the drawings

Note: Contact the authorized buyer regarding any questions or concerns.

Clause No. 15 – Sub-Tier Quality Requirements

The Supplier shall flow down all relevant quality requirements imposed by the Buyer to any sub-tier Suppliers processing hardware for the Buyer’s Purchase Order.

Clause No. 16 – Special Processes

For all special processes (i.e. plating, anodizing, heat treating, annealing, etc.), the Supplier shall maintain adequate controls to ensure processes are performed in accordance with applicable specifications and will achieve the planned results. For each special process performed, the Supplier shall furnish Certificates of Conformance in accordance with applicable specifications and/or engineering drawings. The Certificates must reference the vendor performing the process, the applicable standard, and the measured results. Any documentation associated shall be controlled by the supplier and produced upon request as applicable.

Clause No. 17 – Calibration

The Supplier shall perform all inspections and tests using calibrated equipment. Equipment must be calibrated at regular, established intervals by measurement standards which are traceable to one or more of the following:

• S National Standards maintained by the National Institute of Standards and Technology (NIST).
• Fundamental or natural physical constants with values assigned or accepted by NIST.
• National standards of other countries which are correlated with U.S National Standards.

For calibration service providers or test laboratories, accreditation to ISO 17025 is preferred.

Clause No. 18 – Configuration Management

For Supplier-controlled drawings, the Supplier shall maintain a specific and unique part number with revision control. The Buyer must be informed of any significant change affecting the design or manufacturing process/location. Significant changes include, but may not be limited to, changes that affect performance, integration, system compatibility, size, function, functional performance, testing requirements, material, material types etc.

Clause No. 19 – Counterfeit Parts

The Supplier/subcontractor must take an active role in the elimination of all possible electrical shipments containing counterfeit parts. The Supplier/subcontractor must only supply parts which are traceable to the actual manufacturer. The requirements of AS6174 and/or AS5553 are to be met.

Clause No. 20 – Workmanship

Materials shall be free of foreign materials, gross imperfections, damage or any other evidence of poor workmanship that shall render the material unsuitable for its intended use and shall be uniform in quality and condition consistent with good industry practices.

Clause No. 21 – Material Certifications

Supplier shall maintain a copy of the material test report from the raw material supplier which contains the complete chemical and mechanical test data that has been verified by the supplier as meeting the acceptance requirements of the applicable raw material specification and/or engineering drawing.

Terms of Consent | Marketing Release

I, being of legal age, hereby give InVeris Training Solutions their licensees, successors, legal representatives, and assigns the absolute and irrevocable right and permission to use my name and to use, reproduce, edit, exhibit, project, display, copyright, publish and/or resell photography images and/or moving pictures and/or videotaped images of me with or without my voice, or in which I may be included in whole or in part, photographed, taped, videotaped, and/or recorded, and to circulate the same in all forms and media for art, advertising, trade, competition of every description and/or any other lawful purpose whatsoever. I also consent to the use of any printed matter in conjunction therewith.

Supplemental terms of purchase – FAR/DFARS clauses

Goods furnished under this purchase order are for use under a United States (US) Government prime contractor subcontract. Seller shall comply with all applicable US Government provisions and clauses identified by Buyer as flow-down provisions for any order, including Federal Acquisition Regulation (FAR), Department of Defense FAR Supplement (DFARS), or other agency supplement contract provisions (together “FAR Clauses”).

The clauses set out below are each incorporated by reference and made part of this Order in addition to Buyer’s Global Standard Purchasing Conditions clauses. These FAR and DFARS clauses are available at www.acquisition.govand by acceptance of this Order, Seller acknowledges and agrees to such incorporation by reference.

• 1.The terms and conditions of this Order include all applicable US Government provisions and certifications listed below and all such other US Government provisions expressly mandated by operation of law or regulation(“Flow-down Clauses”). Such provisions include FAR, DFARS or other agency supplement contract provisions (together “FAR Clauses”).Seller shall incorporate applicable Flow-Down Clauses into each lower-tier subcontract placed in support of this Order, as required by the individual clause. The applicable version date of such provisions is as specified below; if no version date is specified, then the version date as of the date the Order is executed shall apply, unless otherwise specified in the Order. To the extent there is a conflict or overlap between the Flow-down Clauses and the Global Standard Purchasing Conditions terms, the language shall be read to the maximum extent possible to render the clauses compatible, including by using the interpretation most restrictive of the requirements in Buyer’s favor.
• 2.Seller shall indemnify and hold Buyer harmless from and against any cost, price reduction, withholding, offset, penalty, interest, claim, demand, determination of unallowability or prohibition of allocation or any other civil, criminal or administrative liability, whether arising under statute, regulation, contractor common law and shall reimburse Buyer for all of its damages and associated costs, including reasonable attorney fees and other expenses arising from Seller’s failure to comply with applicable Flow-down Clauses. Seller shall reimburse Buyer for any loss by or damage to Buyer in the event that Buyer or Buyer’s customer makes a determination that, where applicable, Seller failed to furnish Buyer with any certified cost or pricing data or failed to provide the current, accurate and complete version of such data; failed to provide or comply with certifications as required by the Flow-down Clause; or failed to take any such other action required by the Flow-down Clauses.
• 3.Any reference to a “Disputes” clause shall mean the disputes provision of this Order. Pending resolution of any dispute arising under this Order, which incorporates FAR or DFARS clauses, Seller will proceed diligently as directed by Buyer with the performance of this Order. Notwithstanding any choice of law provision, any provision in this Order that is: (i) incorporated in full text or by reference below to FAR or DFARS, or (ii) that is substantially based on any FAR or DFARS provision below or on any agency regulation interpreting such FAR or DFARS provisions, shall be construed and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and quasi-judicial agencies of the United States Government. No FAR or DFARS provision herein shall establish privity between Seller and Buyer’s customer. Notwithstanding any FAR or DFARS provisions below, the Contract Disputes Act shall not apply to this Order, except as permitted by Buyer for disputes with Buyer’s customer.
• 4.Seller agrees that its books, records and facilities or such parts of its facilities as may be engaged in the performance of this Order, shall at all reasonable times be subject to inspection and audit by Buyer and, to the extent provided by the Flow-down Clauses, any authorized representatives of the US Government or Buyer’s Customer. Seller hereby grants to Buyer the right to examine at reasonable times its relevant books, records and data that permit the adequate evaluation of (1) cost and pricing data and of any claims/proposals submitted by Seller pursuant to the Flow-down Clauses, (2) its security and data protection procedures as required below and (3) its quality, testing and inspection procedures as required below. Seller shall allow Buyer and Buyer’s customer to reasonably review Seller’s compliance with applicable FAR and DFARS provisions below, upon request.
• 5. Flow-down Clauses are incorporated by reference, with the same force and affect as if they were given full text. These FAR/DFARS provisions are accessible at https://www.acquisition.gov. The clauses apply to this Order in accordance with the regulatory language of prescription in the controlling FAR Part or clause, such as limiting the applicability to particular types of subcontracts, subcontracts exceeding certain thresholds in monetary value, the location of performance or the size status of the Seller. Notwithstanding the foregoing, Flow-down Clauses listed below apply to this Order, regardless of whether they are expressly mandated for flow-down, since Buyer may in its discretion incorporate clauses which it deems appropriate.
• 6. The clauses listed below may require the submission of certifications and representations. Seller shall furnish any certification or representation required under these Flow-down Clauses. Failure to provide a certification or representation by Seller shall be interpreted to mean that Seller complies with the Flow-down Clause in the most restrictive sense of performance, in favor of Buyer.
• 7. Intellectual Property Rights. All FAR 52.227/DFARS 252.227terms on intellectual property are as defined in FAR 27 or DFARS 227 or applicable agency regulations. Seller acknowledges and agrees that any rights in Technical Data and Computer Software to be granted to the US Government will be determined in accordance with the regulations set forth in FAR Part 27 and DFARS Part 227 based upon the specific Technical Data, Computer Software and Goods to be performed under this Order and the assertions of restrictions on use, release or disclosure of Seller’s Intellectual Property that are provided to Buyer for delivery to the US Government, in order to fulfill Buyer’s obligations under Buyer’s customer’s contract. Under any referenced FAR 52.227or DFARS 252.227 provision below, the rights granted are vested in the US Government, except that Seller grants Buyer an irrevocable, non exclusive royalty-free worldwide license to sell and use Seller’s technical data and computer software delivered in the performance of this Order, to the extent needed to fulfill Buyer’s obligations under its customer’s US Government contract or subcontract pursuant to which this order is issued. Seller shall identify and assert prior to Order award any Seller’s rights in technical data and software delivered with other than unlimited rights as required by the applicable FAR or DFARS provision, and all technical data and software submissions shall be to Buyer.
• 8. Except as otherwise provided in this provision, whenever necessary to make the context of the clauses applicable to this Order, the term “Contractor” shall mean Seller, the term “Contract” shall mean this Order, the term “Government,” “Contracting Officer,” and equivalent phrases shall mean Buyer, except that the terms “Government” and “Contracting Officer” shall not change in the Government Property, patent, intellectual property or data rights clauses incorporated herein, or when a right, act, authorization or obligation can be granted or performed only by the US Government or the Contracting Officer or a duly authorized representative, in which case Seller grants Buyer such additional rights as are needed to perform such clause under Buyer’s contract with its customer. These FAR and DFARS clauses apply to Seller in a manner which reflects the position of Seller as a subcontractor to Buyer, to ensure Seller’s obligations to Buyer and to the US Government and to enable Buyer to meet its obligations under its contract or subcontract with Buyer’s customer.
• 9. For all Seller performance in the United States: Equal Employment Opportunity and Non-Discrimination: Buyer is a US government contractor and is subject to the requirements of Executive Order 11246, Section 503 of the Rehabilitation Assistance Act and VEVRAA. Pursuant to these requirements, the Equal Opportunity Clauses found at 41 Code of Federal Regulations are as follows: Seller shall abide by the requirements of all applicable Equal Opportunity Clauses including 41 CFR 60-1.4(a), 60-20, 60-250.5, 60-300.5(a) and60-741.5(a) and all applicable executive orders, including Executive Order11246. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, sexual stereotypes, gender identification or transgender status, pregnancy, childbirth or related conditions, or national origin. Moreover, these regulations and clauses require that covered US Government contractors or subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, sexual stereotypes, gender identification or transgender status, pregnancy, childbirth or related conditions, national origin, protected veteran status or disability. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay; fringe benefits or other forms of compensation; and selection for training, including apprenticeship. Seller agrees to post in conspicuous places, available to employees and applicants for employment, required notices setting forth the provisions of this nondiscrimination clause.

By accepting this order, Seller certifies the representations and certifications submitted to Buyer previously or with Seller’s quote/proposal for this order (as applicable) remain valid from the date of submission until the conclusion of this Order. Seller agrees to provide immediate written notice to Buyer if any of the Seller’s certifications and representations change at any time from the date of Seller’s acceptance of this order through Seller’s performance and closeout of this order; such notice shall not constitute a waiver of Seller’s obligations to perform as previously certified.

If this is a DPAS-rated order, Seller is required to follow all the provisions of the Defense Priorities and Allocation System Regulation 15 CFR 700 unless an exemption applies.

NO WORK PERFORMED UNDER THIS ORDER WILL BE PERFORMED IN A US FACILITY WHICH IS INVIOLATION OF THE STANDARDS, ORDERS OR REGULATIONS ISSUED PURSUANT TO THE CLEANAIR ACT (42 U.S.C. 7401 ET SEQ) OR THE FEDERAL WATER POLLUTION CONTROL ACT ASAMENDED (33 U.S.C. 1251 ET SEQ).

BY ACCEPTANCE OF THIS PURCHASE ORDER, THE SELLER CERTIFIES THAT NEITHER THE SELLER NOR ITS PRINCIPALS ARE DEBARRED, SUSPENDED OR PROPOSED FOR DEBARMENT BY THE US FEDERAL GOVERNMENT.

The following Flow-down Clauses apply to this Purchase Order. The definitions of FAR 2-101shall apply to these clauses, including to determinations of commercial items. All currency referenced is in US dollars.

FAR and DFARS for all firm fixed price Orders to Seller

FAR

52.203-3 Gratuities (Apr. 1984) (Applicable if Order exceeds $150,000)

52.203-6 Restrictions on Subcontractor Sales to the Government (June 2020) (No substitution for “Government”) (Applicable if Order exceeds $150,000)

52.203-7 Anti-Kickback Procedures (June 2020) (Applicable if Order exceeds $150,000)(Excluding (c)(1) and “Prime Contractor” shall mean Buyer; no substitutions for Contracting Officer; “Subcontractor” shall mean Seller and Seller’s Sellers)

52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (May 2014)

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Sep 2007)

52.203-12 Limitation on Payments to Influence Certain Federal Transactions (June 2020)(Applicable if Order exceeds $150,000)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (June 2020) (Applicable if Order exceeds $150,000)

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (June 2020)(Applicable only to the extent Seller shall cooperate with Buyer in reporting required information on first tier subcontract awards.)

52.204-21 Basic Safeguarding of Covered Contractor Information Systems (June 2016) (Applicable only if Seller may have Federal contract information residing in or transiting through its information system.) (Not applicable to commercial off the shelf products.)

52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Nov 2021) (Applicable if Order exceeds $35,000) (Not applicable to commercial or commercial off the shelf products and no substitution for “Government”)

52.215-14 Integrity of Unit Prices (Nov 2021) (Applicable if Order exceeds $150,000) (Not applicable to commercial items)

52.222-50 Combating Trafficking in Persons (Nov 2021)

52.223-3 Hazardous Material Identification and Material Safety Data (Feb 2021)

52.223-7 Notice of Radioactive Materials (Jan 1997) (The blank in paragraph (a) shall be “60”)(Applicable only to Orders for radioactive materials)

52.223-11 Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons(June 2016)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (June 2020)(Applicable if Order exceeds $3,500)

52.225-8 Duty-Free Entry (Oct 2010) (Applicable to Orders with supplies identified as duty-free entry that will be imported into the United States or foreign supplies in excess of $20,000)

52.225-13 Restrictions on Certain Foreign Purchases (Feb 2021)

52.225-20 Prohibition on Conducting Restricted Business Operations in Sudan –Certification (Aug 2009)

52.225-25 Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran—Representation and Certifications (June 2020)

52.227-1 Authorization and Consent (June 2020) (Applicable if Order exceeds $150,000)(Not applicable if both complete performance and delivery are outside of the US)

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (June 2020)(Applicable if Order exceeds $150,000) (Not applicable if both complete performance and delivery are outside the US)

52.227-9 Refund of Royalties (Apr 1984) (Applicable if royalties paid by Seller exceed $250)

52.227-11 Patent Rights—Ownership by the Contractor (May 2014) (Applicable if Order is for experimental, developmental, or research work)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors (Nov 2021)

52.234-1 Industrial Resources Developed Under Title III, Defense Production Act (Sep2016)

52.242-15 Stop-Work Order (Aug 1989)

52.243-1 Changes – Fixed Price (Aug 1987) (For changes directed for the US Government)

52.244-6 Subcontracts for Commercial Items (Jan 2022)

52.245-1 Government Property (Sept 2021) (Applicable to Orders where Seller is furnished US Government property for performance)

52.247-63 Preference for U.S.-Flag Air Carriers (June 2003)

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021)(Applicable to Orders for other than commercial items)

52.248-1 Value Engineering (June 2020) (Applicable if Order exceeds $150,000)

DFARS

252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (Dec2008) (Applicable if Order exceeds $150,000) (Not applicable if Order is for commercial items)

252.203-7002 Requirement to Inform Employees of Whistleblower Rights (Sep 2013)

252.204-7000 Disclosure of Information (Oct 2016)

252.204-7009 Limitations on the Use or Disclosure of Third-party Contractor Reported Cyber Incident Information(Oct 2016) (Applicable if Order involves services that include support for the Government’s activities related to safeguarding covered defense information and cyber incident reporting.)

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (Dec 2019) (Applicable where unclassified controlled defense information is collected, developed, received, used, transmitted or stored; incident reports and notifications under(m)(2) shall be reported by Seller to Buyer (as “prime contractor” under this provision) utilizing Buyer designated process)

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support (May 2016)

252.208-7000 Intent to Furnish Precious Metals as Government-Furnished Material (Dec 1991)

252.209-7004 Subcontracting With Firms That are Owned or Controlled by the Government of a Terrorist Country (May2019)

252.211-7003 Item Unique Identification and Valuation (Mar 2016) (Applicable if item price exceeds$5,000 per unit)

252.223-7001 Hazard Warning Labels (Dec 1991)

252.223-7008 Prohibition of Hexavalent Chromium (Jun 2013)

252.225-7001 Buy American and Balance of Payments Program (Dec 2017) (Applies only to Sellers outside the US)

252.225-7007 Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies (Dec 2018)

252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals. (Dec 2019)

252.225-7012 Preference for Certain Domestic Commodities (Dec 2017)

252.225-7013 Duty-Free Entry (Apr2020)

252.225-7015 Restriction on Acquisition of Hand or Measuring Tools (June 2005)

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (June 2011) (Not applicable if Order isfor commercial items or for supplies not containing ball or roller bearings)

252.225-7048 Export-Controlled Items (Jun 2013)

252.227-7013 Rights in Technical Data–Noncommercial Items (Feb 2014) (Applicable if Order requires delivery of Seller technical data pertaining to non-commercial items or commercial items for which the US Government will have paid for any portion of the development costs)

252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Feb 2014) (Applicable if Order requires delivery of computer software or computer software documentation)

252.227-7015 Technical Data–Commercial Items (Feb 2014) (Applicable if Order requires delivery of technical data pertaining to commercial items)

252.227-7016 Rights in Bid or Proposal Information (Jan 2011)

252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions (Jan 2011)

252.227-7019 Validation of Asserted Restrictions—Computer Software (Sep 2016) (Applicable if Order requires delivery of computer software)

252.227-7026 Deferred Delivery of Technical Data or Computer Software (Apr 1988)

252.227-7027 Deferred Ordering of Technical Data or Computer Software (Apr 1988)

252.227-7028 Technical Data or Computer Software Previously Delivered to the Government (June 1995)

252.227-7030 Technical Data–Withholding of Payment (Mar 2000)

252.227-7037 Validation of Restrictive Markings on Technical Data (Sep 2016) (Applicable if Order requires delivery of technical data)

255.228-7001 Ground and Flight Risk (June 2010)

252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles (Nov2019) (Applicable if Order involves the manufacture, modification, overhaul, or repair of aircrafts, missiles, and space launch vehicles or components thereof)

252.232.7017 Accelerating Payments to Small Business Subcontractors-Prohibition On Fees and Consideration (APR 2020) (Compliment to 52.232-40)

252.235-7003 Frequency Authorization (Mar 2014) (Applicable only to Orders for developing, producing, constructing, testing, or operating a device requiring a frequency authorization)

252.243-7001 Pricing of Contract Modifications (Dec 1991)

252.244-7000Subcontracts for Commercial Items (Jan 2021)

252.246-7003Notification of Potential Safety Issues (Jun 2013) (Applicable if Order is for parts identified as critical safety items; systems and subsystems, assemblies, and subassemblies integral to a system; or repair, maintenance, logistics support, or overhaul services for the foregoing items; Notice in (c) shall be to Buyer and notice shall be as provided in (f)(2) without modification of terms)

252.246-7007Contractor Counterfeit Electronic Part Detection and Avoidance System (Aug2016)

252.246-7008Sources of Electronic Parts (May 2018) (Not applicable if Seller is the original manufacturer)

252.247-7023Transportation of Supplies by Sea—Basic (Feb 2019) (Applicable if Order exceeds$150,000)

252.249-7002Notification of Anticipated Contract Termination or Reduction (June 2020)(Applicable if Order exceeds $150,000)

Additional FARS/DFARS for firm fixed price Orders to Sellers performing in the US

FAR

52.211-15 Defense Priority and Allocation Requirements (Apr 2008)

52.219-1 Small Business Program Representations (Sept2021)

52.219-8 Utilization of Small Business Concerns (Oct 2018)

52.219-9 Small Business Subcontracting Plan (Nov 2021) (Applicable if Order exceeds $700,000)

52.219-16 Liquidated Damages—Subcontracting Plan (Sept 2021) (Applicable if Order exceeds $700,000)

52.222-04 Contract Work Hours and Safety Standards– Overtime Compensation (May 2018) (Applicable if Order involves ` employment of laborers and mechanics)

52.222-20 Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000 (May 2014)

52.222-21 Prohibition of Segregated Facilities (June 2020)

52.222-26 Equal Opportunity (Sep2016)

52.222-35 Equal Opportunity for Veterans (June 2020) (Applicable if Order exceeds $150,000)

52.222-36 Equal Opportunity for Workers with Disabilities (June 2020) (Applicable if Order exceeds $15,000)

52.222-37 Employment Reports on Veterans (June 2020) (Applicable if Orders exceeds $150,000)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (Applicable if Order exceeds $10,000)

52.222-41 Service Contract Labor Standards (Aug 2018) (Applicable if Order is subject to the Service Contract Labor Standards)

52.222-51 Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements (May2014)

52.222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services – Requirements (May 2014)

52.222-54 Employment Eligibility Verification (Nov 2021) (Not applicable if Order is under $3,500)

52.222-55 Minimum Wages Under Executive Order 13658 (Jan 2022) (Applicable if Order is subject to the Service Contract Labor Standards statute)

52.222-62 Paid Sick Leave Under Executive Order 13706 (Jan 2022) (Applicable if Order is subject to the Service Contract Labor Standards)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving (June 2020) (Applicable if Order exceeds $3,500)

52.225-1 Buy American – Supplies(Nov 2021) (Applies only to Sellers in the US)

DFARS

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements (Dec 2010) (Applicable if Order exceeds$1,000,000 and is for a non-commercial product)

252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns (Apr 2019) (Applicable if Order exceeds $500,000)

Additional FAR/DFARS for firm fixed price orders to seller over $750,000

FAR

52.203-13 Contractor Code of Business Ethics and Conduct (Nov 2021) (Applicable if Order exceeds $5,500,000)

52.203-14 Display of Hotline Poster(s)(Nov 2021) (Applicable if Order exceeds $5,500,000) (Not applicable if Order is for commercial items or for performance entirely outside the United States)

52.215-2 Audit and Records –Negotiation (June 2020) (Applicable if Order requires certified cost or pricing data under FAR 15.403-1)

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data (Aug 2011)

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data—Modifications (June 2020)

52.215-12 Subcontractor Certified Cost or Pricing Data (June 2020) (Applicable if Order exceeds $750,000 unless otherwise exempt from certified cost/pricing data under FAR 15.403-1)

52.215-13 Subcontractor Certified Cost or Pricing Data—Modifications (June 2020) (Applicable if Order exceeds$750,000 unless otherwise exempt from certified cost or pricing data under FAR15.403-1)

52.215-15 Pension Adjustments and Asset Reversions (Oct 2010) (Applicable if Order exceeds $750,000 unless otherwise exempt from certified cost or pricing data under FAR 15.403-1)

52-215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (Jul2005) (Applicable if Order exceeds $750,000 unless otherwise exempt from certified cost or pricing data under FAR 15.403-1)

52.215-19 Notification of Ownership Changes (Oct 1997) (Applicable if Order exceeds $750,000 unless otherwise exempt from certified cost or pricing data under FAR 15.403-1)

52.215-23 Limitations on Pass-Through Charges (June 2020) (Applicable if Order exceeds $750,000 unless otherwise exempt from certified cost or pricing data under FAR 15.403-1)

52.230-2 Cost Accounting Standards (June 2020) (Applicable if Order exceeds $750,000 and not other wise exempt under FAR 15.403-1)

52.230-3 Disclosure and Consistency of Cost Accounting Practices (June 2020) (Applicable if Order exceeds $750,000and not otherwise exempt under FAR 15.403-1)

52.230-4 Disclosure and Consistency of Cost Accounting Practices—Foreign Concerns (June 2020)(Applicable if Order exceeds $750,000 unless otherwise exempt from certified cost or pricing data under FAR 15.403-1)

52.230-6 Administration of Cost Accounting Standards (Jun 2010) (Applicable if Order exceeds $750,000)

DFARS

252.203-7004 Display of Hotline Posters (Aug 2019) (Applicable if Order exceeds $5,500,000) (Not applicable if Order is for commercial items or will be performed entirely outside of the US)

252.225-7033 Waiver of United Kingdom Levies(Apr 2003) (Applicable if Seller expects to issue lower-tier orders to a UK firm exceeding $1,000,000)