STUART TOOL & DIE, INC.
SUPPLIER REQUIREMENTS, TERMS AND CONDITIONS AGREEMENT
General: As a supplier to Stuart Tool & Die, Inc. (ST&D), you become a key contributor to the products and services that we deliver to our customers. We value the conformance of your products and services to our specifications and requirements, your contribution to our product’s safety, and your ethical business practices. If you provide a product or service, it is understood that your organization agrees to meet the following AS9100 requirements whenever a ST&D purchase order specifies that the order is a Critical Product/Service or Certificate of Conformance is required (i.e. an aerospace product/service subject to AS9100 requirements).
- Where required on the ST&D Purchase Order, its suppliers must use ST&D customer-approved special process sources. These sources will be communicated to you by ST&D in advance or with the Purchase Order.
- ST&D is to be contacted (by the supplier) in the event of nonconforming product / material. Arrangements for the approval of supplier nonconforming product / material must be as directed by a ST&D authorized manager or designee.
- Furthermore, the supplier is required to notify ST&D of any changes to a product and/or process and to obtain approval of such change from an authorized ST&D manager or designee.
- ST&D, their customers, and regulatory authorities retain the right of access to all supplier facilities involved in the aerospace order and to all associated / applicable records.
- ST&D requires that all applicable purchasing requirement and key characteristics flow-down to our supplier & sub-tier suppliers.
- ST&D performs inspection activities to ensure that purchased product meets purchase requirements. They may include:
- Receiving inspections (of supplier products/services/documents) may be / are performed by a designated ST&D employee. ST&D verifies the authenticity of the appropriate certificate of conformity, material certificates, etc. and other accompanying documentation by review and comparison (as is appropriate) to the drawing and/or industry specifications or by other means. When necessary, ST&D may inspect or audit at the supplier’s facility.
- All incoming finished parts, bar stock, forgings, special tooling or any item that is used in the manufacture of aerospace parts must be boxed or protected during shipping. ST&D retains the right to refuse any shipment because of damage that may occur because of improper packaging, etc. and return it to the supplier for replacement at the supplier’s cost.
- Furthermore, products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded (as appropriate). All special processes (anodizing, heat treat, zinc plating, etc.) will require a Certificate of Conformity, as requested.
- When appropriate, ST&D may delegate the inspection authority to one of its approved suppliers. ST&D will communicate the inspection requirements and maintain a record of those approved to carry out such inspections.
- When ST&D or its customer intends to perform verification at the supplier’s premises, ST&D will first state the intended verification arrangements and the method of product release. This information will be communicated on the ST&D Purchase Order or via another acceptable purchasing arrangement.
- Where specified in the contract, ST&D’s customer or customer’s representative will be afforded the right to verify at the supplier’s and ST&D’s premises that subcontracted product conforms to specified requirements. Verification by the customer is not used by ST&D as evidence of effective control of quality by the supplier and shall not absolve ST&D or its supplier of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by the customer.
- To prevent the purchase of counterfeit or suspect / unapproved products, to ensure product identification and traceability, and for other reasons, ST&D will institute controls that include the requirement of Material Certificates, Certificates of Conformity, and / or other supporting documentation from its suppliers as is appropriate. These requirements may be specified on ST&D Purchase Order or may otherwise be communicated to the supplier.
- Records are available for review by customers and regulatory authorities in accordance with contract or regulatory requirements.
- ST&D may also require specific actions where timely and / or effective corrective actions to a supplier issue(s) are not achieved. These actions may include but are not limited to any or all of the following: withholding payment until the issue is resolved, removal of the supplier from ST&D’s Approved Supplier List, and legal actions.
- Documented information such as Test Reports, Material Certs., and / or Certificates of Conformity shall accompany all orders, if applicable.
- The supplier shall immediately notify ST&D and explain any circumstances, including labor dispute, which may delay the timely performance of the Purchase Order and shall continue to notify ST&D of any significant changes in delivery status.
- ST&D expects that all suppliers operate under responsible and ethical business practices.
- Modification and Waiver: Force Majeure, Failure, delay or forbearance of Purchaser to insist on strict performance of the terms and provisions of the Contract, or to exercise, any right or remedy, shall not be construed as a waiver thereof. No amendment, modification, termination, or waiver of any provision of the Contract shall in any event be effective against Purchaser unless in writing signed by Purchaser, and shall be effective only in the specific instance and for the specific purpose for which it is given. In addition, acceptance by Purchaser for future deliveries shall not impair Purchaser’s rights to terminate the Contract in whole or in part for Vendor’s breach. In the event any fire, flood, strike or other labor disturbance, war, embargo, explosions, riots, or laws, rules, regulations and orders of any government authority to which Purchaser is subject, or any other cause beyond the reasonable control of Purchaser, interferes with Purchaser’s production or operations for which the goods or services were ordered hereunder by Purchaser. Purchaser may suspend delivery of such goods or services without penalty or liability to Vendor during the period required to overcome the force majeure event by Purchaser’s reasonable efforts.
- Rescheduled Deliveries Cancellation: Purchaser reserves the right to reschedule, cancel or change quantities on this Order prior to any required delivery date by giving notice to Vendor, and the extent of compensation or reimbursement, if any, shall be negotiated between Purchaser and Vendor on a fair, just and equitable basis. It Is further agreed that upon the cancellation or termination, in whole or in part, of any contract by Purchaser may have received, directly or indirectly from the United States Government, or any of its agencies, for the performance of which this Order was issued, the Purchaser shall have the right to cancel an equivalent part of the undelivered portion of this order. In that event, Vendor shall become entitled to receive, in full for such cancellation, payment in such aggregate amount as the representative designated by the Government to settle claims arising out of the termination of such contract shall allow to the Vendor for goods or services then completed but undelivered, work in process, materials and supplies purchased, discharged, commitments and profits.
- Property, Confidentiality: All drawings, prints, designs, dies, patterns, tools, specifications, samples, etc. (hereinafter “manufacturing property”) furnished to Vendor by Purchaser shall remain the property of Purchaser. Vendor agrees that any manufacturing property to be furnished by Vendor, and for which a price is itemized separately herein, shall become the manufacturing property of Purchaser upon payment. Purchaser’s manufacturing property is to be returned to Purchaser. Vendor shall be responsible for all maintenance and loss or damage to Purchaser’s manufacturing property while in Vendor’s possession; and shall mark and number the same to permit their accurate identification at all times with respect to this Order as well as indicate Purchaser’s ownership of such property. Purchaser’s manufacturing property shall be used by Vendor exclusively for the production of goods sold hereunder to Purchaser and for no other use except as may be permitted by Purchaser in writing. All taxes, assessments, and similar charges levied with respect to or upon any of Purchaser’s manufacturing property while in Vendor’s possession and control, for which no exemption is available, shall be borne by Vendor. Upon completion, cancellation, or termination of the Contract, any tangible manufacturing assets of Purchaser, together with all operation sheets or process data necessary to show the proper use thereof, shall be held at no cost to Purchaser for a period of ninety (90) days pending Purchaser’s instructions to Vendor for disposition of the same. Vendor agrees to keep Purchaser’s manufacturing property in strict confidence and will not use, reproduce, appropriate or disclose for the benefit of any party other than Purchaser, any item of Purchaser’s manufacturing property or information furnished by Purchaser, and that the same shall not be used except for the production of the goods ordered by Purchaser unless otherwise excepted by Purchaser’s written consent. Vendor understands and agrees that this Order shall be treated confidentially in every respect and that it shall refrain from any publicity or advertising concerning this Order. If this Order is for machinery, to which Purchaser has contributed information pertinent in its design, operation or application, Vendor shall refrain from any publicity or advertising concerning such machinery. Vendor acknowledges that information with respect to or contained in Purchaser’s manufacturing property are proprietary and that monetary damages will be inadequate to compensate Purchaser for Vendor’s breach of this provision.