IPD AEROSPACE, INC.

TERMS & CONDITIONS

I        GENERAL  

The Supplier/Seller is responsible for managing their organization, as well as their entire supply chain, to ensure compliance to all IPD Aerospace Incorporated requirements as contained in, but is not limited to, the purchase order, flowed down prime source requirements, specifications, and this document. In case of conflict with this document and any other requirements, the order of precedence shall be: 

1. IPD Aerospace Incorporated Purchase Order 
2. Flowed down prime source requirements, specifications & quality clauses. 
3. This Document 

II      APPLICABILITY 

The requirements contained in this document shall apply to all IPD Aerospace

suppliersof product or services. Excluded are suppliers of MRO items. 

VI  The Following are the minimumquality assurance (QA) requirements (clauses) applicable to all Purchase orders. 

A) SUPPLIER QUALIFICATION 

  All suppliers of IPD Aerospace Incorporated shall be qualified in accordance with IPD Aerospace Incorporated qualification process. Suppliers qualified and approved by the prime source will be utilized and the supplier will still be required to complete the IPD Aerospace Incorporated qualification process. Suppliers qualified and approved by IPD Aerospace Incorporated shall be added to approvedsupplier list. New and approved suppliers shall allow IPD Aerospace Incorporated personnel access to perform an on-site survey for qualification / requalification (as needed) with the understanding that the supplier reserves sensitive and proprietary information. Supplier qualification does not waive supplier of the need to insure acceptable product and all product received by IPD Aerospace Incorporated shall be reviewed, which may include but is not limited to any of the following, process for handling damage, check of certification(s) and PO requirements. A failure to the prior requirements or lapse in work for an extended period of time may be cause for removal of supplier qualification. 

B) SUPPLIER REQUIREMENTS QUALIFICATION OF PERSONNEL 

  The Supplier/Seller is responsible for managing the training and qualification of its personnel and maintaining appropriate records of training and certification for their employees. The supplier/seller’s personnel must be appropriately trained, qualified and or certified to the applicable work called for on the purchase order, flowed down prime source requirements and specifications. Personnel certification documents shall be supplied to IPD Aerospace Incorporated upon request. 

C) SUPPLIER ASSISTANCE 

  In the event that requirements are not completely clear, or where special assistance is needed, IPD Aerospace Incorporated will provide personnel to consult with the supplier.

D)  SUPPLIER QUALITY MANAGEMENT SYSTEM REQUIREMENTS 

The Supplier/Seller shall, in performance of this purchase order, maintain a quality system that insures a quality product that meets requirements as contained in, but is not limited to, the purchase order, flowed down prime source requirements, specifications, deliver to IPD Aerospace Incorporated. The Supplier/Seller is responsible for managing the quality of their organization, as well as their entire supply chain, to ensure compliance to all IPD Aerospace requirements. 

E)  REQUIRED SPECIFICATIONS 

  The supplier is responsible for obtaining all specifications needed to complete the purchase order. IPD Aerospace Incorporated will, upon request, furnish any IPD Aerospace Incorporated specifications/certifications needed and may assist in obtaining any other specifications required. All materials listed must meet the defined requirements and specifications listed in the specified purchase order.  

F)  SUPPLIER REQUIREMENTS FOR INSPECTION 

  The supplier shall inspect all dimensional requirements 100%, the use of statistical techniques for product acceptance is not allowed. All product received by IPD Aerospace Incorporated shall be inspected against the requirements listed on the issued purchase order.  

G)  SUPPLIER REQUIREMENTS FOR TEST SPECIMENS / TEST CERTIFICATIONS 

  The supplier shall forward copies of certification for all required testing and required trace documentation to IPD Aerospace Incorporated quality assurance. All certifications shall be reviewed by IPD Aerospace Incorporated quality assurance to the purchase order, flowed down prime source requirements, specifications that apply.  

Materials: Supplier/Seller shall provide a copy of required certification / test reports, and MSDS (as applicable) for the material being supplied. For shelf life and age controlled materials the supplier/seller shall ensure that at least 75 % of the materials life is remaining at time of delivery, this requirement can be waived by IPD Aerospace Incorporated quality manager/supervisor on a case by case basis. 

H)  SUPPLIER REQUIREMENTS FOR NONCONFORMING PRODUCT / PROHIBITED PRACTICES 

  Any nonconforming materials, parts, assemblies, subassemblies, systems, subsystems or services shall be documented and reported to IPD Aerospace Incorporated within 24 hours. No deviation will be considered approved or be allowed to ship to IPD Aerospace

Incorporated without written confirmation from IPD Aerospace Incorporated quality assurance. All nonconforming materials, parts, assemblies, subassemblies, systems, subsystems or services shipped to IPD Aerospace Incorporated shall be clearly identified as such. IPD Aerospace Incorporated quality assurance must be informed immediately (not to exceed 24 hours or the next business day) of suspect nonconforming product shipped regardless of destination.  

PROHIBITED PRACTICES 

• Material Substitution: Material substitution by supplier/seller is forbidden for all materials, parts, assemblies, subassemblies, systems, subsystems or services supplied by IPD Aerospace Incorporated. 
• Scrap: The supplier shall return to IPD Aerospace Incorporated any furnished materials, parts, assemblies, subassemblies, systems, subsystems or services that supplier has dis-positioned as scrap when requested.   IPD Aerospace Incorporated shall determine whether the proper disposition will be scrap and will require evidence of scrapping (pictures and/or a statement of scrapping) if the material, parts, assemblies, subassemblies, systems, subsystems or services are not to be returned.  
• Repair: The supplier shall not repair a product without prior written approval of IPD Aerospace Incorporated quality assurance. 
• Rework: The supplier shall not perform rework outside of the specific specification limits. Dimensional rework by conventional machining is allowed. 
• Re-Submittal of Rejected Items: The supplier shall clearly identify items that were previously rejected by IPD Aerospace Incorporated quality assurance and are being resubmitted to IPD Aerospace Incorporated. 
• Use of Sub Tier Suppliers: The supplier shall not farm out work to a sub tier supplier unless authorized by the IPD Aerospace Incorporated. 
• Notification of Location Change: The supplier shall notify IPD Aerospace Incorporated prior to any change in location of manufacturing facility to allow IPD Aerospace Incorporated quality assurance time, if required, to perform an on-site survey for qualification / requalification. 

I)  SUPPLIER REQUIREMENTS FOR RECORD RETENTION / RECORDS REQUIREMENTS 

  The supplier is responsible for retention of quality records to the latest requirements of IPD Aerospace Incorporated that is defined as a minimum of 7 years or per customer contract requirements. All quality records are to be written in English, legible, reproducible and identifiable to the purchase order. All quality records (non electronic) shall be documented in ink or other permanent marking. Corrections to quality records must be recorded, dated and signed in ink or other permanent marking method with the original data being legible and retrievable after the change. 

J)  SUPPLIER REQUIREMENTS FOR RIGHT OF ACCESS 

  The supplier shall provide right of entry / access, to IPD Aerospace Incorporated and/or its prime source customers, U.S. government, foreign government, quality assurance personnel and regulatory agencies personnel, appropriate for the specific purchase order and customer to any of the supplier’s facilities where any work is or was performed. Access shall allow for inspection and surveillance to verify conformance to requirements, determine and verify quality of work, records, materials, validation of procedures to the specific requirements of the purchase order. Inspection and surveillance verification shall not absolve the supplier of the responsibility to provide acceptable product, nor shall it preclude subsequent rejection by IPD Aerospace Incorporated and/or its prime source customers 

K)   SUPPLIER REQUIRMENT FOR PERSONNEL CONTRIBUTION  

All the personnel are responsible for identifying non-conforming products in the course of their activities.  

All the personnel have to address product safety considerations throughout the product lifecycle and ensure the products do not represent harm or hazards to the customers.  

Workplace ethics and behavior are a crucial part of employment, the supplier have to make sure that all the employees are followed company guideline.  

H) EXTERNAL PROVERS

The IPD Aerospace shall ensure the adequacy of requirements prior to their communication to external provider such as:

1. The processes, products, and services to be provided including the identification of relevant technical data.
2. The approval of: 

• Products and services;
• Methods, processes, and equipment;
• The release of products and services; 

1. Competence, including any required qualification of persons;
2. The external providers’’ interactions with the organization;
3. Control and monitoring of the external providers’ performance to be applied by the organization;
4. Verification or validation activities that the organization, or its customer, intends to perform at the external providers’ premises;  
5. Test, inspection and verification;
6. The use of statistical techniques for product acceptance and related instructions for acceptance by the organization
7. The need to:
   • Implement a quality management system;
   • Use customer-designated or approved external providers, including process sources
   • Notify the organization of nonconforming processes, products, or services and obtain approval for their disposition;
   • Prevent the use of suspectedunapproved, unapproved, and counterfeit parts
   • Notify the organization of changes to processes, products, or services, including changes of their external providers or location of manufacture;
   • Flow down to external providers applicable requirements including customer requirements;
   • Provide a certificate of conformity, test reports, or authorized release certificate, as applicable;
   • Retain documented information, including retention periods and disposition requirements;

1. The right of access by the organization, their customer, and regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain;

1. Ensuringthat persons are aware of:
   • Their contribution to product or service conformity;
   • Their contribution to product safety;

The importance of ethical behavior.

K)   CANCELLATION/RESTOCK FEES 

Any and all orders which are prepaid will be subject to a 50% cancellation fee unless otherwise agreed upon NO EXCEPTIONS, returned items will be subject to a 40% restock fee.