Standard Terms and Conditions of Purchases

1 Octuber, 2012

SUPPLIER PRODUCT ASSURANCE REQUIREMENTS

GENERAL REQUIREMENTS: Unless otherwise specified in the purchase order, the following general requirements, terms and conditions apply to Soligen Corporation purchase orders.

Purchase Order Identification: The Soligen Corporation purchase order number must be plainly marked on all packages, bills of lading, invoices and shipping documentation. Packing lists shall accompany each box or package shipment. In the absence of a packing list, Soligen Corporation count shall be conclusive.

Purchase Order Change: Soligen Corporation may, at any time, by written order make changes within the general scope of a purchase order in any one or more of the following: (1) Documentation, designs or specification. (2) Methods of shipment or packing. (3) Place of delivery. (4) Period of performance of work. (5) Delivery schedule. If any such change causes an increase or decrease in the cost of work under a purchase order, an equitable adjustment shall be made in the purchase order price. Soligen Corporation reserves the right to terminate a purchase order at any time. Any claim by Seller for adjustment because of a purchase order change by Soligen Corporation shall be made within thirty days from the date of receipt of change notification.

Entire Agreement: The Purchase Order constitutes the entire agreement between Soligen Corporation and the Seller. The Seller, by shipping the goods ordered, agrees to the terms and conditions set forth.

Furnished Items: Seller assumes complete liability for any Soligen Corporation owned or Soligen Corporation furnished tooling, items or materials lost, damaged or otherwise not satisfactorily dispositioned. Title to all Soligen Corporation furnished tooling, items or materials shall remain vested in Soligen Corporation.

Seller Quality Control System: The Seller shall maintain an effective quality system to ensure product and process integrity that is based on ISO 9001 as supplemented by AS9100. The Seller’s system shall be subject to audit by Soligen Corporation’s Quality Representative, Soligen Corporation’s customers and the US Government. Waivers to quality system requirements are not valid unless obtained in writing from Buyer.

Notification of Limited Life or Obsolescence: Seller shall immediately notify Soligen Corporation of any known, present or future, limited life, obsolescence, or raw material in the product or goods that may affect Soligen Corporation’s ability to sustain Manufacturing or post delivery activities such as Warranty Repairs.

Electrostatic Protection and Packing: Devices identified as electrostatic discharge sensitive shall be handled, stored, packaged and shipped in such a manner as to preclude damage from electrostatic discharge. Electrostatic protection process shall be modeled after ANSI/ESD S20.20. The Seller shall be responsible for packing and preservation of the supplied item(s) to assure safe arrival at Soligen Corporation in accordance with good practices.

Conformance to Requirements:The Seller shall be responsible for furnishing items that conform to the requirements of the purchase order and neither surveillance, inspection, and/or tests made by Soligen Corporation or compliance with Product Assurance Requirements shall relieve the Seller of this responsibility.

The supplier shall flow all requirements to sub-tier suppliers. Supplier shall specify on the purchase orders to sub-tier suppliers that they shall only procure parts from the original manufacturer, authorized distributors or authorized franchised dealers.

By making shipment under this purchase order, the Seller automatically certifies that the materials (except when the material are furnished by Soligen Corporation) used in the item shipped and the processes applied to such articles comply with the applicable documentation and specifications.

Current Specifications: Material ordered according to nationally recognized specifications or military standards shall be supplied in accordance with the latest revisions unless otherwise specified.

Acceptance: Unless otherwise specified, ownership of these goods shall pass from Seller to Soligen Corporation at the f.o.b. point specified on the purchase order. Passing of ownership does not constitute final acceptance of the goods nor does it waive any of the other provision of the purchase order.

All goods ordered will be subject to final inspection and approval by Soligen Corporation after delivery, not withstanding prior payment. The Seller expressly agrees that payment does not constitute final acceptance. Soligen Corporation may reject any items that contains defective material or workmanship, or does not conform to the specifications. Rejected items may be returned at the Seller’s risk and expense at the full invoice price plus applicable incoming transportation charges. Approval by Soligen Corporation inspection or failure to inspect shall not waive Soligen Corporation’s rights on the guarantee or warranty by Seller.

Documentation: Soligen Corporation may refuse to accept items delivered under a purchase order if the Seller fails to submit the certification, documentation, test data or reports specified in the purchase order.

Unauthorized Repairs: Without Buyer’s approval, Seller may not repair by welding, brazing, soldering or adhesives, parts damaged or found to be faulty during fabrication. Defects in castings or forgings shall not be repaired by any method unless authorized by the Buyer in writing.

Change in Approved Processes, Materials or Procedures: Seller shall not change or substitute any specified process, material or procedure without prior written Buyer approval. The Seller shall not change any process, material or procedure from that used to qualify the process, material or procedure without prior notification to Buyer and approval by authorized customer representative.

Unauthorized Submittal of Production Parts: When the purchase order requires Buyer acceptance of the first article, Seller shall not submit parts from a production run for Buyer inspection prior to Buyer’s acceptance of such first article.

Improper Re-submittal:Articles rejected by the Buyer and subsequently resubmitted to the Buyer shall be clearly and properly identified as resubmitted articles. Seller’s shipping documentation shall contain a statement that articles are replacement of reworked articles and shall also refer to Buyers rejection document.

Report of Discrepancy for Material Review: A discrepancy report is to be initiated by the Seller for any departure from documentation, specifications or other purchase order requirements and must adequately describe such departures, including a complete description of the cause and corrective action taken to preclude recurrence. The discrepancy report shall be submitted to Soligen Corporation Purchasing Department that will arrange for material review. A copy of the discrepancy report will be returned to the Seller, showing material review action taken. Seller shall not ship a discrepant item reported on a discrepancy report without Buyer’s concurrence. Seller shall refer to the number or date of the discrepancy report on each shipping document that covers items on the discrepancy report. Items shipped on a discrepancy report must be segregated from other items to permit separate identification to be maintained.

Age Control: The Seller shall have an effective system of age control of items whose acceptability is limited by age of the item. The system must include a method of identifying the age of such items and provisions for the rotation of stock. The time lapse between manufacture and the delivery date must not exceed one-forth (25%) of the shelf life when compared to the end of life date for the material supplied without prior written waiver by Soligen Corporation on a one time basis.

Government Review of Quality Control or Inspection:The Seller’s Quality Control or Inspection Systems and Manufacturing processes are subject to review, verification and analysis by Soligen Corporation and authorized Government Representatives upon request.

Notification of Product Change: Prior to delivery, Seller shall notify Soligen Corporation of any significant changes in product design, fabrication methods, material or processing from those used by Seller at time of Seller’s quotation of offer to Soligen Corporation, which resulted in the Purchase Order.

Right of Access: The Seller shall grant right of access to Soligen Corporation, Soligen Corporation’s customer, and regulatory authorities to all facilities involved in the order and all applicable records.

Flow Down Requirements: The Seller shall flow down to all their suppliers and sub-tier suppliers the applicable requirements of Soligen Corporation Purchasing. It is the Seller’s responsibility to evaluate and audit their suppliers and sub-tier suppliers’ performance and their conformance to the applicable requirements.

Retention of Records: The seller shall maintain all records involved in the purchasing order for a minimum of 10 years from date of delivery unless specifically stated otherwise on the Buyers purchase order.

Control of Special Processes: The Seller must be approved by Soligen Corporation to perform required special processes and must use special process suppliers acceptable to Soligen Corporation. Special processes, indicated below, require approval or certification of the process equipment and the procedures. Certification by a responsible representative of the Seller shall be included with each shipment. Certification shall indicate all special processes performed, applicable specifications (including class type, grade, etc.) and the name of special processor(s).

Special Processes:

  1. Soldering
  2. Silk Screening
  3. Surface Finish, Coating, Treatment
  4. Plating
  5. Testing (NDT, Chemical, Environmental, etc)
  6. Brazing
  7. Welding
  8. Printed Circuit Board Fabrication
  9. Casting/Forging
  10. Heat
  11. Other specified on purchase order

Notification of Facility Change: Seller shall not relocate any production, manufacturing and/or processing facilities during performance of the purchase order, without promptly notifying Buyer and affording Buyer an opportunity to examine such facilities for compliance with Quality Assurance requirements, including any necessary approvals.

Default Cancellation: Soligen Corporation reserves the right to cancel this order in the event of default by the Seller due to failure to deliver the item specified, comply with delivery dates and/or failure to meet the requirements specified in the purchase order including quality system requirements.

Indemnification: All goods supplied must be free from any liability including but not limited to royalties, patent rights, mechanics’ liens or other encumbrances. Seller agrees to indemnify Soligen Corporation against all claims, demands, costs and actions for actual or alleged infringements of patent rights in the use, sale or resale of supplied items or services.

Discrimination: Seller agrees that in performing the work under this order the Seller will not discriminate against any employee because of race, religion, color, ancestry, sex, sexual orientation, age, disability or medical condition. Seller agrees on any sub-contract under this order to insert a similar clause.

Law: Seller warrants that no law, rule or ordinance of the United States, State or any other government entity has been violated in the manufacture, sale or in the performance of services covered by a purchase order and will defend and hold Soligen Corporation harmless from loss, cost or damage as a result of any such actual or alleged violation.

Proprietary Property: When items are made to documentation furnished by Soligen Corporation, unless such drawings are entirely of standard items made and/or furnished by Seller to the trade, the design shall be considered proprietary and private as belonging to Soligen Corporation and Seller is not to disclose information or furnish others with the same items or services without the written permission of Soligen Corporation.

Delays: Seller will immediately notify Soligten Corporation whenever an actual or potential labor dispute delays or any other event threatens to delay the timely performance of an order.

SUPPLIER PRODUCT ASSURANCE REQUIREMENTS

SPAR-1 BUYER SOURCE INSPECTION
Items to be delivered under this purchase order require inspection, tests or surveillance by Soligen Corporation Quality Representative at the Seller’s plant. Sufficient advance notice (two working days) for local travel plus travel time for distant locations) must be given Soligen Corporation to permit scheduling of source inspection. The Seller shall notify Soligen Corporation’s Purchasing Department when the product is ready for source inspection. Source inspection does not relieve the Seller of the responsibility for compliance with all purchase order requirements. Evidence of Soligen Corporation source inspection must accompany or be shown on the shipping documentation. Soligen Corporation reserves the right of final acceptance at Soligen Corporation’s facility. Items submitted under this clause shall have passed Seller’s inspection and test.

SPAR-2 GOVERNMENT INSPECTION
Government inspection is required prior to shipment from Seller’s plant. Upon receipt of this purchase order, Seller shall promptly notify the Government Representative who normally services the Seller’s plant, in order that appropriate planning for Government inspection can be accomplished. If the representative of the Government Inspection Office cannot be located, Soligen Corporation should be notified immediately.

SPAR-5 INSPECTION AND TEST PLAN
Seller shall prepare an inspection and test plan strongfor the items delivered under the purchase order. Two copies of the plan shall be submitted for Soligen Corporation a minimum of thirty days prior to production.

A. The plan shall include identification of the item to be inspected or tested, measured or test equipment to be used, method of inspection (visual test equipment, gage, et.) and the type of inspection (dimensional, functional, test, etc)

B. The plan shall contain the operation sequence and inspection/test points in relation to procurement manufacture, assembly checkout and delivery.

SPAR-6 INSPECTION TEST REPORT
Seller shall submit with each shipment a report for the delivered end items or assemblies. The following information included as a minimum: part number, revision letter, nomenclature, purchase order number, lot number, quantity passed/rejected, date of inspection/test and signature/stamp of Seller’s Inspection/Test representative.

A.Summary of data and form only required.

B.Variable data is required.

SPAR-7 TEST SAMPLES
The seller shall furnish to Soligen Corporation the test samples required by the purchase order. The samples shall be identified as “Test Samples” with applicable part number. The test samples shall be processed simultaneously with each batch or lot of parts. Seller’s shipping document shall itemize “Test Sample” and the items themselves shall be properly identified.

SPAR-8 FIRST ARTICLE INSPECTION Soligen Corporation acceptance of first article is required prior to the production run. The first article shall be made in accordance with AS9102 and shall include Seller’s Part Number, Order Number and Part Name along with Soligen Corporation Part Number and Part Name if applicable. The Seller is required to:

A.Submit the first article for test/inspection to be conducted at Seller’s facility by Soligen Corporation.

B.Submit the first article to Soligen Corporation Receiving Inspection Department for test/inspection by Soligen Corporation at Soligen Corporation facility.

C.Submit the first article to Soligen Corporation Receiving Inspection Department together with documents showing the data representing results of Seller’s first article test/inspection, including actual dimension or value for each specified characteristic.

SPAR-9 ACCEPTANCE TEST PROCEDURE
Seller shall prepare an acceptance test procedure for the items to be delivered under the purchase order, to include as a minimum the equipment, sequence and steps necessary to perform the acceptance test. The procedure shall contain a requirement for recording, including as a minimum the following data (for submission to Soligen Corporation) part number, part name, revision letter, purchase order number, serial/lot number, sequence number, criteria measured or tested, test results, test date and signature of Seller’s Inspection Representative. Two copies of the acceptance test procedure shall be submitted for Soligen Corporation Quality Assurance approval at least 2 weeks prior to performance of the initial acceptance test. Any subsequent change to the acceptance test procedure requires prior approval of Soligen Corporation Quality Assurance representative.

SPAR-10 ACCEPTANCE TEST PROCEDURE (ATP) DATA
Seller shall submit with each delivery a completed copy of the related ATP data sheet(s) with each serialized/identified delivered end item. The test data supplied must allow correlation of the tests and the items supplied.

SPAR-11 CERTIFICATION OF CONFORMANCE & RECORDS
A. With each shipment of items purchased Seller shall submit a certificate of conformance signed by a responsible representative which shall constitute a representation by the Seller that:

1. The materials used are those which have been specified by Soligen Corporation and that the items delivered were produced from material for which Seller has on file reports for chemical or physical analysis and any other required evidence of conformance of such items to applicable specifications.

2.Processes used in the fabrication of items delivered were in compliance with applicable specification forming a part of the purchase order.

3.The items as delivered comply with all specification and other requirements of the purchase order.

SPAR-12 MAINTAINED RECORDS
The Seller agrees to maintain objective evidence, including records establishing traceability and conformance of materials and components used, of the inspection and tests performed in the course of manufacturing, testing inspection, preserving, packaging and packing of said items. Those records shall be made available to Soligen Corporation or Soligen Corporation’s customers for review upon Soligen Corporation’s request. Seller agrees to retain records required by this purchase order for a minimum of three (3) years unless otherwise expressly stated herein.

SPAR-13 MATERIAL IDENTIFICATION INSTRUCTIONS

  1. Apply part number and revision letter per applicable documentation note.
  2. Bag and tag parts.
  3. Tag parts.
  4. Identify per procurement instructions requirements.
  5. Identify parts in accordance with MIL-STD-130.

SPAR-14 SERIALIZATION
With each shipment, the Seller shall submit a legible copy listing all serialized parts and assemblies by part number. No two parts with the same part number are to have the serial number. Seller shall maintain records identifying the serial numbers of serialized subassemblies contained in deliverable end items.

SPAR-15 LOT CONTROL AND MATERIAL TRACEABILITY
A. Items furnished under this purchase order, packing list, certification and other applicable documents must be identified with a date code and lot symbol as established in MIL-STD-1285 latest revision. Lot identification shall appear as close to the part number as reasonable. Where impractical to mark item the lot symbol shall be marked on identifying tags.

B.Materials used must be identified by lot number, material type, specification and applicable change number, heat number, etc. and traceable to the lot number(s) of material(s) used. Traceability records shall be available for review by Soligen Corporation representatives.

C. Items furnished under this purchase order, packing list certification and other applicable documents must identify the Seller’s lot or batch number. Where impractical to mark individual parts, items may be tagged or bagged marked with appropriate identification.

SPAR-18 SOLIGEN CORPORATION SUPPLIED INFORMATION
With the initial order, Soligen Corporation will furnish at no cost to the Buyer two legible copies of applicable specifications, drawings and/or catalogs or catalog pages sufficient to inspect and/or test the product(s) specified in the purchase order.

SPAR-19 PRODUCT CHANGE APPROVAL
The Seller shall not make any changes in the end items accepted by Soligen Corporation under a previous purchase order without prior written approval by Soligen Corporation. These changes include product design, composition, configuration (form, fit, function or interchangeability), material, fabrication, Seller’s supplier place of manufacture, or outside processing. Seller shall flow down this requirement to Seller’s Suppliers.

SPAR-21 PRINTED CIRCUIT BOARDS (PCB)
The Seller shall be certified manufacturer per ANSI/IPC A-610. When required, swaged terminals shall meet the requirements of IPC-275.

SPAR-22 PRINTED CIRCUIT BOARD MICRO-SECTION
Seller shall comply with all quality conformance inspection requirements including submission of one micro-section per IPC-TM-650 to Soligen Corporation.

SPAR-23, SPAR-24 TECHNICAL DATA – U.S. SUPPLIERS
Seller shall include the following legend in solicitations and purchase orders/contracts that contain export-controlled unclassified technical data (as defined by the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR) that has been provided to Seller by Buyer:

“WARNING: This Purchase Order contains 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 Regulations (EAR) (15 CFR chapter VII, subchapter C). Violators of these export laws are subject to severe criminal penalties.

This information in document form (or any other medium), including any attachments and exhibits hereto, may not be exported, released or disclosed to foreign persons whether here in the United States or abroad without first obtaining the proper export authority. Recipient shall include this notice with any reproduced portion of this document.”

MATERIAL / PROCESS CERTIFICATIONS

Material certifications shall be provided for all raw material used in the fabrication of the article(s) to which the referenced Purchase Order applies. For commercial-off-the-shelf (COTS) and modified commercial-off-the-shelf (MCOTS) equipment provided by the supplier, material traceability reports apply only to the extent that can be reasonably expected to be provided from a commercial source; e.g. Certificate of Conformance that the commercial item meets the requirement as defined by the manufacturer’s controlled drawings.

For all other items, Raw Material Certifications must include the form, thickness, width of the alloy or alloys specified on the controlling specification (Soligen Corporation drawing) and shall reflect the form and size of the raw material as originally manufactured by the raw material producer. Raw Material Certifications shall show clear traceability to the manufacturer(s) of the raw material including ingot source, all thermo-mechanical processing (i.e. forging, rolling, drawing, etc), heat treatment, chemical processing and inspections as required by applicable raw material specification requirements.

Material/Process Certifications shall be provided in legible paper form for each manufactured or supplied part. Backup Certifications may also be provided in electronic format (PDF Format) sent directly to the Buyer at the time of delivery. These Material/Process Certifications are in addition to the required Certificate of Conformance to the Soligen Corporation controlled drawing/specification.

Changes in material temper or condition are not allowed unless authorized by the engineering drawing. Unauthorized material substitutions are not permitted. Unauthorized material substitution includes any deviation from the engineering definition of a raw material. Engineering definition includes the Soligen Corporation controlled design drawing and applicable specifications, product specification, form, size, shape, melt method, origin, temper/condition, product testing, chemistry or surface finish.

The requirement for Material/Process Certification must be flowed down to all sub-tier suppliers who may be related to the manufacture of parts/materials associated with this purchase order.