Supplier Terms and Conditions

---

General Purchase Order Terms and Conditions

1. Applicability. (a) This purchase order (the “Order”) is an offer by LinQuest Corporation and its wholly owned subsidiaries (the “Buyer”) for the purchase of the goods specified on the face of this purchase order (the “Goods”) from the Company as specified on the Order (the “Seller”) in accordance with and subject to these terms and conditions (the “Terms”). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Seller’s acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with this Order. (b) These Terms apply to any repaired or replacement Goods provided by Seller hereunder. (c) Buyer is not obligated to any minimum purchase or future purchase obligations under this Order.
2. Acceptance. This Order is not binding on Buyer until Seller accepts the Order in writing. If Seller does not accept the Order in writing within FIVE (5) (Unless otherwise specified, all reference to days is calendar days) days of Seller’s receipt of the Order, this Order will lapse. Buyer may withdraw the Order at any time before it is accepted in writing by Seller.
3. Delivery Date. Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Seller shall deliver the Goods within THIRTY (30) days of Seller’s acknowledgment of receipt of the Order. Timely delivery of the Goods is of the essence. If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date.
4. Quantity. If Seller delivers a quantity of up to TEN PERCENT (10%) more or less than the quantity of Goods ordered, Buyer may reject all of the Goods or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
5. Delivery Location. All Goods shall be delivered to the address specified in this Order (the “Delivery Location”) during Buyer’s normal business hours or as otherwise instructed in writing by Buyer.
6. Shipping Terms. Delivery shall be made in accordance with the terms on the face of this Order. Seller shall give written notice of shipment to Buyer when the Goods are delivered to a carrier for transportation. Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading, tracking number if available, and any other documents necessary to release the Goods to Buyer within FIVE (5) business days after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, air waybill/bill of lading, invoices, correspondence, and any other applicable documents pertaining to the Order.
7. Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
8. Packaging. All goods shall be packed for shipment according to Buyer’s instructions or, if there are no instructions, in a manner consistent with the highest industry standards to ensure the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s expense.
9. Amendment and Modification. No change to this Order is binding upon Buyer unless it is in writing, specifically states it amends this Order, and is signed by an authorized representative of Buyer.
10. Inspection and Rejection of Nonconforming Goods. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Order in its entirety; (b) accept the Goods at a mutually agreed upon reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order for cause pursuant to Section 18. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
11. Price. The price of the Goods is the price stated in the Order (the “Price”). Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and tariffs, fees, and applicable taxes, including, but not limited to, all sales, use, or excise taxes. No increase in Price is effective, whether due to Confidential and Proprietary v1.0 3 increased material, labor, or transportation costs or any other reason, without the prior written consent of Buyer.
12. Payment Terms. Seller shall issue an invoice to Buyer on or any time after the completion of delivery and only in accordance with the Terms. Buyer shall pay all properly invoiced amounts due to Seller within FORTY-FIVE (45) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. Invoices shall be submitted to submitted to APInvoice@linquest.com. All payments hereunder must be in US dollars. In the event of a payment dispute, Buyer shall deliver a written statement to Seller no later than FIFTEEN (15) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed are deemed accepted and must be paid, notwithstanding disputes on other items, within the period set forth in this Section 12. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute.
13. Set-off. Without prejudice to any other right or remedy it may have, Buyer reserves the right to set-off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller.
14. Warranties. Seller warrants to Buyer that for a period of twelve (12) months unless otherwise specified on the Order from the Delivery Date, all Goods will: (a) be free from any defects in workmanship, material, and design; (b) conform to applicable specifications, drawings, designs, samples, and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests, or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.
15. General Indemnification. Seller shall defend, indemnify, and hold harmless Buyer, its subsidiaries, affiliates, successors or assigns and their respective directors, officers, shareholders and employees, and Buyer’s customers (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the products purchased from Seller or Seller’s negligence, willful misconduct or breach of the Terms. Seller shall not enter into any settlement related to this Order without Buyer’s or Indemnitee’s prior written consent.
16. Intellectual Property Indemnification. Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event shall Seller enter into any settlement related to this Order without Buyer’s or Indemnitee’s prior written consent.
17. Compliance with Law. Seller is in compliance with, and shall comply with, all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Order. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Order. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Order if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods.
18. Termination. Buyer may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on FIFTEEN (15) days’ prior written notice to Seller. In addition to any remedies that may be provided under these Terms, Buyer may terminate this Order with immediate effect upon written notice to the Seller, either before or after the acceptance of the Goods, if Seller has not performed or complied with any of these Terms, in whole or in part. If the Seller becomes insolvent, files a petition for bankruptcy or commences, or has commenced against it, proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, then the Buyer may terminate this Order upon written notice to Seller. If Buyer terminates the Order for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by Buyer prior to the termination.
19. Limitation of Liability. Nothing in this Order shall exclude or limit: (a) Seller’s liability under Sections 14, 15, 16, and 21 hereof; or (b) Seller’s liability for fraud, personal injury, or death caused by its negligence or willful misconduct. Each party’s maximum liability to the other party shall not exceed the aggregate amount actually paid or payable under this Order.
20. Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
21. Confidential Information. All non-public, confidential or proprietary information of the Buyer, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of Confidential and Proprietary v1.0 5 performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
22. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Part”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, other natural catastrophes, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) shortage of adequate power or transportation facilities. The Impacted Party shall give notice within FIFTEEN (15) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of THIRTY (30) consecutive days following written notice given by it under this Section 22, either party may thereafter terminate this Agreement upon FIFTEEN (15) days’ written notice unless otherwise specified on the Order.
23. Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller’s prior written consent.
24. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.
25. No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
26. Governing Law and Jurisdiction. All issues and questions concerning the construction, validity, enforcement, and interpretation of this Agreement and the attachments hereto shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Virginia. All controversies or disputes arising out of this Agreement shall be heard in either the Circuit Court of Fairfax County, Virginia or the U.S. District Court for the Eastern District of Virginia, Alexandria Division. Each party to this agreement hereby submits to the jurisdiction of the foregoing courts and waives any claim to either such court being an inconvenient forum or that venue lies elsewhere. Each party further waives all rights to trial by jury in any action, suit or proceeding brought to resolve any dispute between the parties.
27. Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
28. Notices. All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the address set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only: (a) upon receipt of the receiving party; and (b) if the party giving the Notice has complied with the requirements of this Section.
29. Severability. If any term or provision of this Order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
30. Survival. Provisions of this Order which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Set-off, Warranties, General Indemnification, Intellectual Property Indemnification, Compliance with Laws, Confidential Information, Governing Law and Jurisdiction, and Survival.

---

Quality Clauses

Version 1, 9/19/2024

The following section, including QC-1 through QC-15 apply to all purchase orders:

QC-1      Quality System Requirements – Compliance The subcontractor/Seller shall maintain a Quality System acceptably compliant with a recognized standard for a quality system, inspection system, laboratory, or calibration laboratory, as applicable. Such standards may include:     • AS9100 Series (AS9100, AS9003, AS9110, AS9120),     • ISO 9001 Series (QMS Requirements),      • ISO/TS 16949 (Automotive QMS Requirements),     • Nadcap AC7004 AQS (Aerospace Quality System),      • MIL-Q-9858 (Quality Program Requirements),      • MIL-I-45208 (Inspection System Requirements),      • A2LA (American Association for Laboratory Accreditation),      • ISO/ASQ 17025 (Testing and Calibration Laboratories).  Applicable Notes:      1. Subcontractor shall notify the TMC/LinQuest Buyer immediately of any change in status to the Subcontractor’s Quality System.      2. Acceptable compliance includes Third party certification / accreditation, OR a quality system that is compliant to the requirements of an ISO9001 or AS9100 standards. When certification to a given standard is required, it will be indicated on the Purchase Order.

QC-2      Acceptance of products and services under this contract will be contingent upon a survey and approval of the Supplier’s quality program by TMC/LinQuest Quality Assurance using a Supplier Assessment Form.

QC-3      General Quality Practices The following General Quality Practices apply to all purchase orders for parts, components, materials, special processes, and production services:  A. Prohibited Practices: Changes to Drawings, Specifications, Processes, Materials and Procedures:  The Subcontractor’s Quality system shall provide for procedures assuring the latest applicable drawings and specifications are utilized. Subcontractor shall remove from use all obsolete drawings and specifications with the receipt of new and/or amended documentation. Special processes, materials, and procedures, previously approved, utilized by the subcontractor to become a qualified source, shall not be changed without written approval from TMC/LinQuest Engineering or Quality Assurance representative.  Material review authority is not permitted on this purchase order. Subcontractors may submit a written request for deviation of the contract requirements. However, formal authorization from the buyer is required before shipping the material. Unauthorized Repair: Authority for the repair of nonconforming materials is NOT permitted on this P.O.  Re-submittal of Nonconforming Material: Material rejected by TMC/LinQuest Engineering, which, has been reworked and subsequently resubmitted to  TMC/LinQuest Engineering  for evaluation, shall be clearly identified as such on the shipping documents. Unauthorized Production Submittal: Subcontractor shall not submit material from a production lot without initial acceptance of a “First Article” inspection when specified by the purchase order.  Notification of Facility Change: The subcontractor shall not utilize or relocate any production, manufacturing and/or processing facility during the performance of this Purchasing Agreement from those which have been previously qualified.  A. Surveys, Surveillance, Audits, and Inspection:  Procuring organization reserves the right to conduct on-site surveys, surveillance, audits, and inspection(s), for the evaluation of processing capabilities, adequate quality systems and assurance of continuous compliance to the requirements of the Purchasing Agreement. This survey/inspection may include representatives from the procuring organization’s customer base and encompass visiting the subcontractor’s sub-tier supplier(s).  B. Conformance to Contractual Requirements:  On-site survey/inspection(s), conducted by the procuring organization or a customer representative, as well as first article and receiving inspections, shall not relieve the subcontractor of the responsibility for furnishing items which compliance to the contractual requirements of the Purchase Order. The Subcontractor is responsible and shall control sub-tier supplier procurement to the extent necessary for ensuring specified quality requirements are satisfied. Documented evidence shall be maintained as validation of this control.  C. Retention of Documentation:  The subcontractor shall maintain records substantiating material certification, inspection, and test for a minimum period of five (5) years from the close of the contract. These records are subject to the procuring organization’s Engineering review and must be available at the subcontractor’s facility, upon request.  D. Corrective Action:  The Procuring Organization may request corrective action for quality related issues surfacing from received material, deliverable documentation discrepancies, and/or problems associated with material detected further in the process.  What can be attributed to the subcontractor’s product or service realization practices? At a minimum, the subcontractor’s response must include     1. Analysis of root cause,  2. Action taken to prevent a reoccurrence,  3. The date of effectivity.     4. The signature of an authorized representative.  Failure to respond within the allocated time or evidence of inadequate corrective action, may result in the removal of the subcontractor from the procuring organization’s Approved Vendor Listing (AVL).  E. Access to Facilities:  Procuring organization Quality Manager shall have the right of access to Supplier’s operations, assist the Supplier in the resolution of Quality problems, witness at any stage (subject to proprietary considerations) of the manufacture, processing, test, inspection and all applicable records of items being manufactured for procuring organization and the customers of procuring organization.  Government Contracts – On items intended for use in Government contracts, the access to the Supplier’s facilities as defined above shall be made available to authorized Government representative(s) upon request.

QC-4      Sub-Tier Supplier Management and Special Processors (N/A to COTS) The following requirements apply to Subcontractor purchases (other than commercially available off the shelf items or materials) from sub-tier suppliers and special processors: 1. QUALITY SYSTEM – The Subcontractor shall maintain a list of approved sub-tier suppliers/vendors and special processors and shall require each to provide a Quality Program and Calibration System appropriate to the complexity of the products or services being procured. 2. FLOWDOWN OF REQUIREMENTS – The Subcontractor shall accurately flow down to sub-tier suppliers and special processors all portions of drawings, specifications, procuring organization’s purchase order requirements, and procuring organization’s quality requirements (Q Clauses) applicable to the product or service being procured.

QC-5      In support of DFARS 252.225-7001, Buy American Act, all materials and components deliverable to the procuring organization, if at all possible, must be made in America or a qualifying country and verifiable by certification, COTS items excluded. All the procuring organization’s suppliers and their chain of sub-tier suppliers are bound by this requirement. Notes: 1. The Seller shall inform the procuring organization’s Buyer, when accepting the purchase order, of any components, parts, supplies, or materials that cannot be purchased from an American source or a qualifying country source. 2. According to DFARS 225.872-1, a “qualifying country” is any of the following: Australia, Austria, Belgium, Canada, Czech Republic, Denmark, Egypt, Estonia, Federal Republic of Germany, Finland, France, Greece, Israel, Italy, Japan, Latvia, Lithuania, Luxembourg, Netherlands, Norway, Poland, Portugal, Slovenia, Spain, Sweden, Switzerland, Turkey, United Kingdom of Great Britain, and Northern Ireland.

QC-6      Subcontractor/Seller shall maintain a FOD prevention program in accordance with NAS 412 Rev 3, Foreign Object Damage/Debris (FOD) Prevention; and ensure that applicable FOD prevention requirements are also flowed down to the Seller’s subcontractors at every tier, whenever and/or wherever FOD entrapment can occur, or foreign objects can migrate. • Prior to closing inaccessible or obscured areas and compartments during assembly, Seller shall inspect for foreign objects/materials and ensure no FOD, or FOD barriers remain embedded (example, protective plugs). • Seller and sub-tier subcontractors shall ensure tooling, jigs, fixtures, and test or handling equipment are maintained in a state of cleanliness and repair sufficient to prevent FOD. • Packing and packaging materials used shall not contribute to the generation of FOD. • By delivering items to Buyer, Seller shall be deemed to have certified to Buyer that such items are free from any foreign materials that could result in FOD.

QC-7      In case conflicts occur between the requirements of the purchase order, drawing, referenced specification, statement of work and the enclosed QAP, the purchase order will take precedence. Formal changes to the purchase order require written approval from the procuring organization’s engineering buyer. Original purchase order requirements not modified by the change must be met in full, unless otherwise specified.

QC-8      The subcontractor shall establish and maintain a documented system for the control and monitoring of their packaging and shipping practices. Included will be provisions for handling, preservation, storage, packaging and final shipment. The system must be designed to ensure the quality of deliverable material through prevention of damage, deterioration and degradation. Packaging requirements are as stated on the purchase order. When not specified, the method used will be “best commercial practices.”

QC-9      The Subcontractor/Seller will comply with FAR Part 45 (Government Property), Sub Parts 104 through 107, and FAR Part 52 (Government Property), Sub Parts 245-1 through 245-2, as applicable. Subcontractor/Seller shall maintain an adequate property control system for the use, maintenance, repair, protection, preservation, and traceability of Government Property as called for in these Federal Regulations. Notes: 1. Subcontractor/Seller shall return Government Property to the Buyer in as-good condition as received, except for reasonable wear and tear. 2. Subcontractor/Seller shall use Form DD1149 (Requisition and Invoice / Shipping Document) as shipment documentation. 3. Subcontractor/Seller will assure that the property is clearly and correctly identified and appropriately packaged to prevent damage.

QC-10    Seller shall maintain a Counterfeit Item risk mitigation process internally and with its sub tier Sellers. Seller’s process shall be modeled after or exceed SAE AS6174A, AS6081A and AS5553D recommendations and requirements.  If Seller is a US or Canada based entity, Seller shall participate in Government Industry Data Exchange Program (GIDEP) monitoring and acting on GIDEP reports which affect product delivered to the procuring organization. • Seller shall purchase material directly from Authorized Sellers. Any deviation to this policy shall require prior approval from the procuring organization. Seller is required to submit a written request for review and final disposition. Upon the procuring organization’s request, Seller shall provide all documentation regarding the chain of custody of material back to the original manufacturer or an Authorized supplier. • The Procuring Organization reserves the right to require additional 3rd party testing and submission of test reports to supplement evidence obtained by the seller to confirm authenticity of material. • If seller is an OEM, any materials approved by the procuring organization for procurement from non-authorized suppliers shall not release the seller from any product warranty or service obligations as defined in the terms & conditions in effect at the time of the request. • Seller shall flow down to the sub tier suppliers and subcontractors, at any level, these requirements. • When requested by the procuring organization, Seller shall provide OCM/OEM documentation that authenticates traceability and chain of custody of the affected items to the applicable OCM/OEM. • Seller shall immediately notify the procuring organization with the pertinent facts if Seller suspects items delivered in accordance with the procuring organization’s Purchase Order contain suspect or confirmed counterfeit items. Seller shall notify the procuring organization’s Supply Chain or Quality Manager via e-mail or telephone immediately upon discovery of suspect material.  Seller shall obtain the procuring organization’s acknowledgement within 24 hrs. after providing the notification. • Counterfeit parts are deemed to have no monetary value. Counterfeit material is considered to be non-conforming product and a Corrective Action Request (CAR) shall be issued to the seller. The parts will not be returned. The US government has dictated through legislation NDAA 2012 section 818 that suspect counterfeit material shall not be reintroduced into the supply chain.

QC-11    Obsolescence/End of Life (EOL) Diminishing Manufacturing Sources and Material Shortages (DMSMS) is concerned with the loss or impending loss of manufacturers or suppliers of critical items and raw materials due to discontinuance of production. DMSMS can be caused by rapid changes in item or material technology, uneconomical production requirements, foreign source competition, environmental or safety requirements, and limited availability or increasing cost of items and raw materials. Suppliers and producers doing business with the procuring organization are urged and requested to support continued participation by taking the following on-going actions: • Notify the Buyer at the earliest opportunity whenever part or material shortages, late deliveries from sub-tier suppliers, or other impending loss of available supply is detected, including both COTS and custom parts or materials. • Notify the Buyer at the earliest opportunity whenever the supplier or producer anticipates a change in its location, ownership, business status, product lines, or services normally provided to the procuring organization.

QC-12    The Seller named on the Purchase Order retains full responsibility for ensuring products, catalog items, Suppliers, or services furnished here under; comply with all applicable specification and standard requirements for design, construction, and workmanship. All Industry Standards/Specifications and flow downs shall be to the latest revision unless otherwise stated on the Purchase Order. Acceptance of the Purchase Order and receipt of product at the procuring organization’s location certifies that items processed on this order meet all the requirements imposed. This includes any/all Sellers or services purchased from a secondary (sub-tier) supplier that are incorporated into or are used to produce, inspect, or test products or services under this Purchase Order. The Seller shall: Provide (flow-down) of applicable specification and standards requirements to sub-tier suppliers. • Be aware of their contributions to product safety • Be aware of the importance of ethical behavior • Ensure, by performing physical and/or functional inspections that sub-tier Suppliers have complied with the requirements of this Purchase Order. • Upon request, Seller shall provide objective evidence to the procuring organization’s Quality personnel of compliance to this provision. No one except the Buyer whose name appears on the Purchase Order, or their immediate management, has authorization to approve changes to the Purchase Order. The Seller is liable for any changes made without prior written approval from the Buyer. Inspection and testing of materials, work in process and end items shall be described by clear and complete instructions. These instructions shall include acceptance and rejection criteria. Neither surveillance, inspection, and/or tests made by the procuring organization, or their representatives, or representatives of the procuring organization’s Customer at either Seller’s or the procuring organization’s facility, nor Seller’s compliance with all applicable Quality Assurance requirements, shall relieve Seller of the responsibility to furnish items which conform to the requirements of the Purchase Order. Seller shall control sub-tier procurements to the extent required to assure quality requirements specified in Buyer Purchase Orders are satisfied. All relevant Purchase Order requirements (key characteristics, supplemental quality Purchase Order notes, etc., as applicable) required to assure that the procuring organization’s quality requirements are satisfied shall be flowed down to their sub-tier suppliers. Seller shall notify Buyer promptly when nonconformance is discovered that may affect delivered products. Notification shall include sufficient traceability information to identify and locate affected parts/material. The Sellers quality program shall assure that completed items are tested and inspected. Inspection status shall be known at all times. When all characteristics cannot be verified at final inspection or test, in-process verifications shall be utilized. If the product is reworked, any characteristics affected must be verified as conforming to requirements by test and/or inspection as appropriate. Rework that is not totally compliant with the drawings and specifications are not permitted unless specifically authorized by the procuring organization’s Supply Chain. All products successfully completing final inspection and test shall be positively controlled and identified as well as traceable to inspection and test records.

QC-13    Subcontractor shall have processes or procedures within their system to accomplish these Configuration Management (CM) requirements (COTS items excluded): 1. Subcontractor submittal of a Certificate of Conformance (C of C) shall attest to their system capabilities for dealing with CM related activities. including meaningful, relevant CM process measurement/metrics, which should be available for the procuring organization’s review upon request. 2. Configuration Identification by the supplier shall be in accordance with applicable drawings and or Purchase Order requirements. Seller shall establish and maintain the current configuration identification (drawings, 3D datasets, product structure, specifications, part numbers, serial numbers, software, etc.) of the item(s) to be delivered under the subject Purchase Order. This activity should also validate that only the current/official configuration documentation is being used to manufacture the item(s). 3. Configuration Changes by Seller shall be controlled by internally initiating, reviewing, classifying, and dispositioning proposed changes to a deliverable item(s) and the procuring organization’s requirements. This shall include proposed Major or Minor changes that affect the technical and/or cost provisions, terms, and conditions of the Purchase Order or that affect interchangeability (form, fit, function). The Products that incorporate a known departure from requirements shall not be delivered to the procuring organization unless a Deviation/Waiver with applicable detailed description is submitted and authorized by the procuring organization prior to acceptance of the nonconforming item(s). 4. Seller shall support Configuration verification audits of their CM system with the procuring organization if deemed applicable for the specific purchase order. In all cases the procuring organization retains design authority. 5. Configuration Status Accounting by the Seller shall be accomplished by internal records defining their configuration, by part number and serial number, for the item(s) delivered to the procuring organization under the subject Purchase Order and available for review as requested. Information of Shipment with delivery of a hardware item, shall include a copy of the packing sheet (DD Form 250, DD Form 1149 or equivalent); including destination of shipment, nomenclature of items, part number, serial number, and Deviation/Waiver number if applicable. 6. Interface Definition may be defined to the Seller, via Specification Control Document (SCD) or equivalent. If defined, the Seller must control these defined interfaces per established Configuration Management practices. 7. The Seller shall flow down to sub-tier suppliers the same Configuration Management requirements outlined in this document if applicable. 8. Seller shall utilize a software version control tool to maintain configuration control of the delivered software including source code. Software version shall be assigned to the deliverable baseline and be provided as part of the end item data or final test documentation. Firmware is considered software. 9. Configuration Management Data, if required, will be specifically listed in the Purchase Order, and submitted by Seller as defined.

QC-14    All test samples and/or reject parts to be shipped to the procuring organization shall be packaged in appropriate packaging medium to protect parts from damage. These items shall be packaged separately from compliant product and shall be identified/labeled with part number, date/lot code, and identified as test samples/rejected and/or reworked parts (if applicable).

QC-15    All documentation delivered to the procuring organization shall be in English and shall be legible. • The responsibility for verification of dimensional correctness of the items supplied to the procuring organization lies with the recipient of this Purchase Order. • Quality and documentation requirements shall be per applicable design media and any supplemental quality P.O. requirements on this P.O.

The following section, including QC-16, is only applicable to Cable and Wire Harness Assemblies

QC-16    Acceptance Requirements for Cable Assemblies shall be in accordance with IPCWHMA-A-620, Class 3. Solid conductor wire shall not be crimped regardless of any manufacturer/document allowance; solid conductor wire shall be soldered coated and soldered to de-golded contact. This requirement does not apply to Commercial Off the Shelf (COTS) Cable Assembly, Fiber Optic Cable Assembly, bare PWBs, and Flex Circuit (Polyimide “Kapton” Laminate) Cable Assembly.

The following section, including QC-17 through QC-19, is only applicable to Electronic Components

QC-17    Subcontractor/Seller shall maintain a Soldering Plan per DI-MGMT-81772 “Lead-Free Control Plan (LFCP)” Reference: • GEIA-STD-0005-1B “Performance Standard for Aerospace and High-Performance Electronic Systems Containing Lead-Free Solder”, and • GEIA-STD-0005-2 “Standard for Mitigating the Effects of Tin Whiskers in Aerospace and High-Performance Electronic Systems” All solder connections, solder processing, plating or finishes shall use tin-lead (SnPb) solder blend with a minimum of 3% lead composition for the following items delivered under this purchase order. Pure tin shall NOT be used in these items. 1. Electronic, electrical, electromechanical, and mechanical piece parts and assemblies. 2. Component leads, terminations, carriers, bodies, cages, brackets, housings, and hardware. 3. COTS items, specifically including their internal hardware, components, and fabrication materials. Notes: 1. Any exception(s) to this minimum 3% lead requirement must be approved in writing by the procuring organization in the form of purchase order text, drawing note, specification, or Statement of Work. 2. Any items delivered under this purchase order or contract NOT meeting this minimum #% lead requirement where applicable shall be identified on the certificate of conformance, and clearly marked on the product packaging. 3. Solderability testing shall be performed when, and as called out in the purchase order text, drawing note, specification, or Statement of Work.

QC-18    Traceability documentation shall be provided to the following requirements: A. MIL-PRF-19500/463M (Semiconductors) B. MIL-PRF-38534L (Hybrid Microcircuits) C. MIL-PRF-38535M (Microcircuits) D. Manufacturer’s heat, lot, or batch number and the Buyers Purchase Order number shall be included with the material. E. All electrical components or electronic subassemblies are required to be accompanied by OEM/OCM certificate of authenticity, indicating the part number as marked on the component or subassembly. If an OEM/OCM certificate is not available, and if contractual requirements allow, and with the approval of quality team, a manufacturer/distributor’s CoC and a counterfeit prevention plan can be substituted in lieu of OEM/OCM Certificate of authenticity. F. When items are serialized, the serial number shall be listed on any certifications. G. For material with date codes, the Seller must supply documentation detailing the qualities supplied of each date code in each incoming lot or be able to furnish that information within 48 hours of request. H. Materials furnished by the procuring organizations for production of items shall reference the shipper number on which the materials were received. I. In absence of traceability, and with written authorization for the procuring organization’s Supply Chain prior to shipment, all pertinent test data/authenticity documentation shall accompany each shipment. J. Traceability Documentation – Certification indicating compliance with the Specialty Metals clause as defined by DFAR 225.7002.  K. JAN Device Traceability From Mfr. (per MIL-PRF-19500/463M) (Direct Mfr/Distributor) to be supplied with the shipment: a. Manufacturer’s name and address b. Name and address of original customer (procuring organization or distributor) c. Device type and product assurance level (i.e., JAN, JANTX, JANTXV, JANS) d. Lot identification code (including assemble plant code) e. Inspection data or latest re-inspection date on the documentation (Must be less than 24 months old on receipt at the procuring organization) f. Quantity of devices in shipment (from manufacturer to original customer). g. Manufacturer authorized signature and date. h. Other than Device Mfr. – Additional Requirements: i. Distributor’s name and address ii. Procuring organization’s name and address and previous distributor’s name and address, if applicable iii. Quantity of devices in shipment iv. Latest re-inspection date, if applicable v. Certification that the shipment is a part of the shipment covered by the manufacturer’s documentation vi. Distributor authorized signature and date of transaction. L. Seller shall furnish material identification and traceability with the shipment of product. For metals, physical and chemical test reports are required. For non-metals, objective evidence that the correct material was used shall be provided. Seller shall maintain a copy of all supplier’s procured raw material certifications, which must be readily retrievable and shall include material specification, dimension/description, alloy and condition. M. Shipment must include the approved OEM/Manufacturer’s certification document or the distributor’s certificate of compliance when lot traceability is maintained. N. Seller shall maintain a method of item traceability that ensures tracking of the supply chain back to the manufacturer of all electrical, electronic, and electromechanical (EEE) parts included in assemblies and subassemblies being delivered per this order. This traceability method shall clearly identify the name and location of all of the supply chain intermediaries from the manufacturer to the direct source of the product for the Seller and shall include the Manufacturer’s batch identification for the item(s) such as date codes, lot codes, serializations, or other batch identifications.

QC-19    Deliverable Inspection/Test Data Subcontractor/Supplier shall include with each shipment a copy of the results of the lot or item acceptance tests required by the applicable specification. The report shall include the principal specifications including revision numbers or letters which govern the production of the item. Seller records are also to include parts & materials data, certifications, inspection results, and are to be associated with the part or material manufacturer’s lot/batch number/and or date codes as well as the seller’s lot number. Where quantitative limits are established by the specification, the report Shall indicate the actual values obtained. Required data to be supplied shall be: A. QC attributes data for lot specific screening tests in accordance with the Purchase Order part number Qualified Products List (QPL) document. B. Variable data for all burn-in and operations life tests. C. Dimensional measurement data (actual readings) covering mechanical parameters of the referenced drawing and/or specification. This data shall contain readings of the dimensions selected by the Seller to demonstrate item conformance. D. Lot specific final electrical parameter test data E. Data specific in the referenced drawing.

The following section, including QC-20 through QC-21, is only applicable to barstock, raw metal or demensional metal, including specialty metals.

QC-20    Domestic Specialty Metals (Berry Amendment) The Berry Amendment (10 USCA 2533a and 2533b) requires any “specialty metals” incorporated in articles delivered under DoD contracts to have been melted in the United States, its outlying areas, or a “qualifying country” (or incorporated in an article manufactured in a qualifying country) unless specific exceptions apply by the procuring organization. The regulation applies to all DoD contracts, including contracts and subcontracts for the procurement of commercial items. Notes: 1. Commercially available electronic components, however, whose specialty metal content is minimal in value compared to the overall value of the lowest level electronic component produced that contains such specialty metal, are exempt from this requirement. 2. “Outlying areas” are defined as the Commonwealths, Territories, and certain islands subject to the laws of the United States. 3. “Qualifying countries” are listed in QC-5. 4. According to DFARS 252.225-7008 and 252.225-7009, “Specialty metal” means – a. Steel – i. With a maximum alloy content exceeding one or more of the following limits: manganese, 1.65 percent; silicon, 0.60 percent; or copper, 0.60 percent; or ii. Containing more than 0.25 percent of any of the following elements: aluminum, chromium, cobalt, molybdenum, nickel, niobium (columbium), titanium, tungsten, or vanadium; b. Metal alloys consisting of – i. Nickel or iron-nickel alloys that contain a total of alloying metals other than nickel and iron in excess of 10 percent; or ii. Cobalt alloys that contain a total of alloying metals other than cobalt and iron in excess of 10 percent; c. Titanium and titanium alloys; or d. Zirconium and zirconium alloys. 5. “Steel” means an iron alloy that includes between 0.02 and 2.0 percent carbon and may include other elements.

QC-21    Chemical and Physical analysis of raw materials furnished under this purchase order is required. Certification substantiating the raw material adherence to the specifications and requirements imposed by the purchase order shall be stated. Test reports must indicate the key characteristic analysis, specification or drawing requirements, actual measured results and acceptance. Documented report shall include as a minimum, the following information: 1. Purchase Order number 2. Part Number 3. Lot Identification number 4. Complete Chemical and Physical Test Data 5. Date and Signature of Authorized Company Representative The test report and raw material certification must be enclosed with all other required shipping documents.

The following section, including QC-22, is only applicable to suppliers performing calibration

QC-22    The subcontractor shall establish and maintain a documented calibration program in compliance to the requirements of one of the following, ISO 10012:2003, ISO/IEC 17025:2017.

The following section, including QC-23 through QC-25, is only applicable to subcontracted machining work

QC-23    The subcontractor shall establish and maintain a documented system for the application and implementation of Statistical Techniques for the qualification, measurement, monitoring, control and continuous improvement of critical processes, where appropriate. The subcontractor shall identify key process characteristics and as required, provide objective evidence as to the performance of these indicators. Evidence shall include but not be limited to; identification of key characteristic, method of measuring performance, distribution values, Process Capability Index (Cpk) level, etc.

QC-24    The subcontractor and sub-tier suppliers shall establish and document procedures for the control of all special processes (i.e., plating, heat treat, brazing, welding, bonding, coating, etc.). Special processing utilized in the manufacturing of materials for this purchase order requires prior approval, as well as the methods of verifying compliance. This approval does not relieve the subcontractor of responsibility for delivering compliant material to the stated requirements. A Certificate of Compliance is required for each shipment in which material was produced utilizing a special process.

QC-25    The subcontractor and associated sub-tier supplier, shall submit with each shipment, a Certificate of Conformance stating that the supplied material/product was processed, fabricated, inspected, and tested is in compliance with all specified requirements of the purchasing contract. The certification shall state the subcontractor has on file all data validating compliance to the specified requirements. Data substantiating compliance must be accessible for examination by the procuring organization’s QA and associated customer. The Certificate of Conformance must include as a minimum the following: 1. Subcontractor name 2. Purchase Order number 3. Part / Tool Number 4. Lot identification or certificate number if applicable 5. List of serial / model numbers if applicable 6. Date Code if applicable 7. Quantity by Date Code, if applicable 8. Standards and the traceable NIST numbers, the date the calibration was performed and the next due date, if applicable 9. Statement Certifying Compliance of material/product 10. Date and signature of authorized company representative. Provision of a C of C does not absolve the subcontractor of responsibility for nonconformities discovered by the procuring organization after delivery.

The following section, including QC-26, is only applicable to the supply or machining of castings or forgings

QC-26    Casting and Forging Certification The subcontractor and associated sub-tier supplier shall submit with each shipment, a Certificate of Compliance stating that the supplied material/product was processed, fabricated, inspected and tested and are in compliance with all specified requirements of the purchasing contract in accordance with Quality Clause Q-10 with addition of the following requirements. 1. Complete Chemical and Physical Test Data with applicable Specification 2. X-rays with certification of inspection criteria and results 3. Heat treat certification / charts traceable to supplied product.

The following section, including QC-27, is only applicable to chemicals and paint that are considered age-control materials (COTS chemicals excluded)

QC-27    Age Control Materials with defined characteristics, which over time are susceptible to quality degradation through use or storage, shall be clearly identified on the lowest level of unit packaging. The package shall be marked to indicate the critical date the shelf life was initiated and date of expiration. As a minimum, materials shall be marked with the date of manufacture, expiration date, storage temperature and humidity requirements, special handling conditions, in addition to the standard identification requirements. Materials at the date of receipt by the procuring organization’s Engineering shall have a minimum of seventy-five (75) percent of the usable shelf life remaining.

The following section, including QC-27, is only applicable to heat treating

QC-28    A Certificate of Compliance shall be supplied with any heat treated parts. Upon request, the Seller shall supply heat treatment oven charts for all heat treatments specified in the procurement documentation and referenced drawings. Oven charts shall include reference to oven used, date of heat treatment, starting time, and definition of pen scales used to record times and temperatures.