WHITCRAFT GROUP TERMS AND CONDITIONS OF PURCHASE 7/1/17
- TERMS AND CONDITIONS: Only the terms and conditions set forth in this document which is referenced on all Whitcraft LLC, Connecticut Tool & Manufacturing, LLC, Dell Manufacturing, LLC and Berkshire Manufactured Products, Inc. (“Whitcraft,” “Whitcraft Group” or “Purchaser”) purchase contracts shall be binding upon the Purchase unless otherwise accepted in writing by Whitcraft. Terms and conditions contained in any acknowledgment of this order, or with the delivery of any goods under this order, which are different from or in addition to the terms and conditions of this order shall not be binding upon Purchaser whether or not they would materially alter this order, and Purchaser hereby objects thereto. Seller’s full or partial performance under this order will constitute acceptance of all terms and conditions contained herein.
- COMPLIANCE WITH LAWS: Seller shall comply with all applicable Federal, State and local laws.
- TRANSPORTATION: Unless otherwise stipulated on the face of this order or as modified by letter from the Purchaser, goods covered by this order shall be shipped “FOB Destination”. Title to said goods to pass to Purchaser upon receipt at Purchaser’s dock. No charges for unauthorized transportation will be allowed. If seller does not comply with the stated delivery schedule, Purchaser may, in addition to any other rights which Purchaser may have under this order, require delivery by fastest way and charges resulting from this mode of transportation must be fully prepaid and absorbed by the seller.
- EXTRA CHARGES AND PACKAGING REQUIREMENTS: No charges of any kind, including charges for boxing and cartage will be allowed unless specifically agreed to by Purchaser in writing. Seller shall be responsible for packing and packaging necessary to withstand transportation hazards.
- DEFAULT: Seller shall not be liable for damages for delays which are due to causes beyond seller’s reasonable control and without the fault or negligence of seller and all of its suppliers, direct and indirect at every subcontract level. The Purchaser, may by written notice of default to seller terminate the whole or any part of this order in any one of the following circumstances: (i) seller fails to perform within the time specified herein or any extension thereof, (ii) if seller fails to perform any of the other provisions of this order, or (iii) so fails to make progress as to endanger performance of this order in accordance with its terms.
- INSOLVENCY: If Seller ceases to conduct its operations, or if any proceeding under bankruptcy or insolvency laws is brought by or against a seller, or a receiver for seller is appointed, Purchaser may terminate this order without liability except for deliveries previously made or for goods covered by this order then completed and subsequently delivered in accordance with the terms of this order.
- CERTIFICATE OF CONFORMANCE: A certificate of conformance indicating that parts meet all applicable purchase order specifications is required for each shipment. It must contain as a minimum, purchase order number, part number (or material type), revision level, quantity, date shipped, and heat/lot number for raw material, castings and forgings.
- DELEGATION OF VERIFICATION TO SUBCONTRACTORS: When product verification is to be delegated to a subcontractor, the subcontract purchase order will include the requirements of the delegation. A list of such delegations will be maintained as part of the approved subcontractors list.
- RIGHT OF ENTRY: Whitcraft, its customers (“Customers”) and regulatory agencies shall have the right to conduct surveys and perform surveillance of seller and seller subcontractors. The schedule of which shall be mutually agreeable between all parties.
- CUSTOMER SUPPLIED MATERIAL: When using or working with Whitcraft/Customer property the Seller will ensure that it will take care of the property. In the event of discovering defects in an item, the seller will notify the Purchaser and will act in accordance with the Purchaser’s written instructions.
- PRODUCT IDENTIFICATON AND TRACEABILITY: Seller will ensure that products maintain identification and traceability as required by the Purchaser during all stages of production. Procedures are maintained for the identification of the product. When required by the order, documented instructions will be issued for unique identification of individual products or lots.
- NONCONFORMANCE: If any goods or services are found at any time to be defective in material or workmanship, or otherwise not in compliance with requirements of the purchase contract, Purchaser reserves the right to return for credit for the full value of the part.
- 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“). 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.
- CONFIDENTIALITY AGREEMENT: Seller will not reproduce or disclose to any third party any information provided without prior written approval of Whitcraft. In addition, any information provided should not be used by the recipient in any manner except for the specific purpose for which it was provided. This includes all blueprints, purchase orders or other information flowed down from Whitcraft.
- ACCEPTANCE: Upon acceptance of a purchase order, the seller agrees to indemnify and hold harmless Whitcraft and affiliates from and against any and all losses, expenses, damages and costs, including reasonable legal fees resulting from violation of purchase order requirements and related Customer requirements.
- PROCESS CHANGES: Seller must notify Whitcraft of any changes in product and/or process definition and, where required, obtain Whitcraft approval.
- AFFIRMATIVE ACTION PLAN: Whitcraft LLC is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. 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, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
- NOTIFICATION: Seller is responsible to provide Whitcraft with notification of any changes in the certification / registration / accreditation within (2) business days of receiving notification of the change or finding. Changes in registration include certification, suspension, or expiration.
- SAFETY: Whitcraft is committed to providing a safe and healthy workplace, as well as protecting the environment. As a supplier to Whitcraft you are expected to meet the following minimum expectations:
- Provide safe working conditions for all employees, customers and contractors.
- Adhere to all applicable national, regional, state and local laws and regulations governing Environment, Health, and Safety.
- Operate in a manner that minimizes the impact to the environment.
- Limit the use of natural resources and promote sustainable natural resource practices.
- Communicate these EH&S values and expectations, or similar, to employees and suppliers.
20. RECORDS RETENTION: Records related to Flight Safety/Major Rotating parts require retention of 40 years, all other parts require 11 years of record retention. Requirements for specific customer retention periods are available through the purchasing department.
21. DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT (DFARS):
22. CONFLICT MATERIALS: Whitcraft supports the objective that materials sourced for our products be “Conflict Free” as defined by the 2010 Dodd-Frank Act and applicable SEC rules. Whitcraft suppliers are required to disclose any cases when “conflict minerals” that are sourced in the DRC or adjoining countries are used in the manufacture of their products.
23. COUNTERFEIT MATERIALS: Whitcraft requires that all vendors take the proper precautions to minimize any counterfeit materials entering the supply chain through avoidance, detection, mitigation and proper disposition if applicable.
24. HUMAN TRAFFICKING: FAR Requirements 52.222-50 (MAR 2015) and 52.222-56 (MAR 2015) require contractors and subcontractors to ensure that they and their employees, subcontractors, and agents do not engage in a wide range of trafficking-related activities such as procuring commercial sex acts, requiring employees pay recruitment fees, confiscating employees’ identity papers (such as Passports, Driver’s Licenses, etc.), or failing to pay return transportation costs. Further, receipt of “credible information” of a violation of any of these prohibitions requires immediate notification to the U.S. Government.
Under DFARS rules, 252.203-7004 (JAN 2015) and 252.222-7007 (JAN 2015), contractors and subcontractors performing a noncommercial contract or subcontract of US$5 million or more are required to display hotline posters regarding human trafficking and protections for whistleblowers. All solicitations for acquisitions that exceed $150,000, including those for commercial items, must include a new representation that the offeror’s hiring practices address combating trafficking in persons, that employees and subcontractors have been notified regarding their obligation to report human trafficking violations, and that they will be afforded whistleblower protection when they do so.
25 EXPORT COMPLIANCE: Whitcraft produces both military and commercial products. Both the products and the asociated technical data are subject to export control according to the International Traffic in Arms Regulations (ITAR), 22 CFR 120-130 and/or the Export Administration Regulations (EAR), 15 CFR 730-774. It is the Seller’s responsibility to ensure the following:
- All persons employed by the Seller are a U.S. Person as defined by 22CFR120.16.
- All foreign persons employed by the seller are restricted from having access to Whitcraft Group parts and technical data.
25. PENALTIES / FEES: Purchaser may, with respect to Goods that do not conform in any respect to the Order: (i) reject all or a portion of such nonconforming Goods and require delivery of conforming Goods; (ii) accept all or a portion of the nonconforming Goods with a price reduction for the cost of repair or diminution of value; or (iii) make, or have a third party make, all repairs, modifications, or replacements necessary to enable such Products to comply in all respects with the terms of the Order (the “Corrections”). Seller shall be liable to Purchaser for all costs incurred or suffered by Purchaser in connection with the nonconformance of the Goods or Services in question, including but not limited to the costs of substitute Goods or Services, costs of labor and material to make Corrections (or to have Corrections completed by a third party), shipping costs, expediting fees, late fees or other pass through charges imposed by Purchaser’s customer, contract breakage fees, storage and material handling fees, and net costs resulting from having to scrap any Products (all such costs, fees, and similar obligations of Purchaser due to such nonconformance, “Defect Costs”).
26. MATERIAL SUBSTITUTION: Unauthorized material substitution and/or unauthorized replacement materials or products will not be accepted by Whitcraft. These materials will be handled in accordance with section 27, Penalties / Fees, of this document.