General Terms and Conditions for Purchase Orders

The foregoing terms shall apply to all purchase orders issued by Wilkins Design and Manufacturing, Inc., dba Wilschur, and shall be incorporated therein:

  1. This purchase order constitutes the entire contract between supplier, or seller (“SELLER”) and Wilkins Design and Manufacturing, dba Wilschur (“BUYER”)  covering the goods or services that are the subject of this purchase order (“PO”).  SELLER’S acceptance must be limited to the terms and conditions stated herein, without any modification, addition, or alteration.   Any terms contained in SELLER’S acknowledgment or other documents that are different from or additional to the terms and conditions contained herein shall be disregarded irrespective of SELLER’S acknowledgment of this purchase order.
  2. Work must strictly comply with drawings and specifications provided by BUYER without deviation unless approved in writing by BUYER. SELLER does not have MRB authority to disposition non-conforming product. All non-conforming product must be provided to BUYER along with proper documentation. SELLER agrees to implement and maintain a quality system acceptable to BUYER and its customers.  Additional quality requirements apply if stated on PO.
  3. Material suppliers must provide a complete Certificate of Conformance with each shipment certifying material is from a domestic source, as well as a chemical/physical test report identifying the applicable specification, melt, heat, batch or lot. Every effort will be made by SELLER to provide material from a single lot or heat number.  If multiple lots are required, SELLER will clearly identify materials of different lots.   Process suppliers must provide a complete certificate of conformance with each shipment that specifically identifies the process and/or specification performed on each item on the PO.
  4. SELLER shall maintain a quality system that complies with the requirements of AS9100C or ISO9001 or to otherwise maintain a quality system acceptable to BUYER and it’s customers.
  5. All certificate of conformance must include at a minimum the OEM or supplier name and address, part numbers, revision level, and traceability identification for items such as date codes, lot codes, or serialization.
  6. Upon acceptance of this PO, SELLER agrees to provide right of entry to SELLER’S facility to BUYER, BUYER’S customer, and any applicable regulatory agency during regular business hours and upon 24 hours notice for the purpose of determining and verifying the quality of work, records, and material.
  7. SELLER must ensure that all requirements imposed by this PO are flowed down the supply chain.
  8. SELLER shall maintain appropriate quality records regarding the goods and/or services purchased by BUYER for seven (7) years from date of purchase. BUYER or its customer shall have access to those records for the same period of time.
  9. Where a special process approval is required by a prime contractor process specialization SELLER shall provide evidence of such approval upon request by BUYER.
  10. All items shall be packaged and crated in a manner to avoid damage during transport and receiving operations. SELLER is responsible for any damage incurred during shipping.
  11. No item may be billed at a higher price than specified on the PO. BUYER is under no obligation to accept any quantity greater than specified on the PO.  Time is of the essence. Due dates contained on the PO must be strictly adhered to unless agreed to otherwise by BUYER.
  12. This PO shall be governed by the laws of the State of California and the only convenient forum for settling any legal dispute relating thereto is Orange County California. The prevailing party in any legal action relating to this PO shall be entitled to be reimbursed for all its reasonable attorney and expert witness fees incurred in such action.
  13. If a DPAS priority rating is indicated on the face of the purchase order then this is a “DPAS RATED” order certified for national defense use and SELLER is required to follow all the provisions of the Defense Priorities and Allocations System Regulation (15 C.F.R. 700 et. Seq.) All DPAS RATED orders must be accepted or rejected as follows:“DO” rated orders must be accepted or rejected in writing or electronic format within 15 business days after receipt of order.    “DX” rated orders must be accepted or rejected in writing or electronic format within 10 business days after receipt of order.  All rejections must provide a specific reason for the rejection.  If after acceptance of this order SELLER finds that shipment or performance will be delayed, then SELLER must immediately notify BUYER in writing and give reason for the delay and advise of a new shipment date.  If both DPAS rated and unrated line items or quantities are indicated on this order then DPAS regulations will only pertain to the DPAS items.
  14. SELLER agrees that in connection with performance of work under this order not to discriminate against any employee or applicant for employment because of race, sex, religion, color, national origin, disability, or status of a disabled veteran, recently separated veteran, armed forces service medal veteran, or other covered veteran.
  15. SELLER shall maintain a counterfeit prevention program and shall ensure that any products or goods provided under this order shall be and only contain materials obtained directly from the original equipment manufacturer or an authorized seller or reseller thereof.
  16. ITAR: SELLER is required to comply with the Arms Export Control Act (22 U.S.C. 2778) and the International Traffic in Arms Regulation (22 C.F.R 120-130).  Certain drawings, specifications and other data received by SELLER from BUYER may be subject to these laws and must be appropriately controlled.   SELLER must provide written notice to BUYER if any product supplied under this order is subject to ITAR or other federal law and shall provide BUYER with specific information including USML category or ECCN that identifies how an item is controlled under the regulation.
  17. Conflict Materials: BUYER has certain customers that must comply with U.S. federal conflict minerals requirements and have established polices to ensure compliance to such requirements. SELLER shall make a reasonable inquiry to determine if any product supplied under this order contains tantalum, tin, tungsten, or gold and to determine the country of origin.  If any such material originated in a country as defined in Section 1502 of the Dodd-Frank Wall Street Reform Act, such as the Democratic Republic of Congo or certain adjoining countries, SELLER shall conduct due diligence to determine the chain of custody of the source of such minerals for the purpose of identifying the smelter of said material.  SELLER shall include the substance of this section in any agreement with its lower tiered suppliers.  SELLER shall provide BUYER with reasonable documentation of SELLER’S and its lower tier suppliers’ due diligence efforts in a format prescribed by BUYER when requested by BUYER.
  18. All raw materials supplied by SELLER shall be from a domestic source UNLESS the PO expressly provides otherwise. DFARS Specialty Metals: SELLER shall comply with the applicable DFAR requirements pertaining to specialty metals and shall not provide any materials or product containing a specialty metal as defined under DFARS 252.225-7014, unless it has been melted in the United States or a qualifying country, or otherwise conforms to DFARS requirements.