Terms and Conditions
Standard Terms and Conditions of Sale
- Acceptance. Acceptance hereof by Purchaser shall be subject to the terms and conditions set forth in this Sales Agreement (including on the face hereof). Delivery of a signed copy hereof by Purchaser to Seller shall constitute such acceptance notwithstanding any purchase order, acknowledgment or other proposal containing terms and conditions additional to or different from those stated herein. Seller’s failure to object to such proposals made by Purchaser shall neither be deemed a waiver of the provisions of the terms and conditions hereon nor acceptance of the terms and conditions of such proposals.
In addition, Purchaser’s acceptance of delivery of any of the goods, materials, articles and services covered hereby (the “Goods”), in the absence of written approval by Seller to any proposed terms and conditions of Purchaser that are additional to or different from those offered herein, shall be deemed to be acceptance of this offer and acceptance of the Goods by Purchaser in accordance with the exact terms and conditions set forth herein. Unless provided otherwise on the face of this Sales Agreement, terms or conditions not contained herein shall not be binding on Seller unless expressly accepted by Seller in writing.
- Payment. In addition to the purchase price for the Goods stated herein, Purchaser shall pay to Seller the amount of any and all excise, sales, privilege or other taxes (whether federal, state or local) which are payable by reason of the sale or delivery of the Goods covered hereby.
If payment is not made within thirty (30) days after date of invoice, interest on the outstanding balance will be charged at the rate of 1.5% per month. If the charging or payment of such amount of interest is in violation of any applicable law, interest will be charged and paid at the highest lawfully permissible rate then in effect.
- Delivery. Title and Risk of Loss Title to the Goods covered hereby shall vest in Purchaser upon delivery or tender thereof by Seller at F.O.B. point. Risk of loss shall shift with title to the Goods.
- Inspection and Rejection. Purchaser agrees to inspect, at Purchaser’s sole cost and expense, the Goods delivered pursuant hereto within a reasonable time after receipt of the Goods and to notify Seller in writing (by registered mail, return receipt requested) within such period of any defects. Failure to inspect as agreed or to so notify Seller of defects during such period shall constitute acceptance of the Goods. Purchaser agrees to comply with all reasonable instructions of Seller following any such notification.
- Warranty; Exclusion of Other Warranties. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS SALES AGREEMENT, SELLER HEREBY DISCLAIMS ANY, AND MAKES NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED AS TO (A) THE MAINTENANCE, REPAIR, CONDITION, DESIGN, WORKMANSHIP, SUITABILITY, UTILITY OR MARKETABILITY OF ANY OF THE GOODS OR ANY PORTION THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, (B) ANY MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE OR THAT WILL BE MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR ITS AGENTS, CONSULTANTS OR REPRESENTATIVES IN CONNECTION WITH THIS SALES AGREEMENT, OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, OR (C) ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, IT IS EXPRESSLY AGREED THAT ALL DIMENSIONS, SPECIFICATIONS, PARAMETERS OR OTHER CRITERIA IN THIS SALES AGREEMENT SHALL BE SUBJECT TO SELLER’S STANDARD TOLERANCES AND DEVIATIONS UNLESS SPECIFIC TOLERANCES OR DEVIATIONS ARE EXPRESSLY STATED HEREIN. ORAL AND WRITTEN STATEMENTS MADE BY SELLER’S AGENTS OR ON BEHALF OF SELLER DO NOT CONSTITUTE WARRANTIES, SHALL NOT BE RELIED UPON AS SUCH BY PURCHASER, AND ARE NOT PART OF THIS SALES AGREEMENT. IF PURCHASER EXPERIENCES DIFFICULTIES BELIEVED TO BE COVERED BY WARRANTY, IT SHOULD NOTIFY THE SELLER IN WRITING IMMEDIATELY. SELLER WILL NOT BE RESPONSIBLE FOR PAYMENT OF ANY CHARGES OR OBLIGATIONS INCURRED BY PURCHASER FOR CORRECTION OF DEFICIENCIES COVERED BY WARRANTY UNLESS EXPRESS WRITTEN AUTHORIZATION HAS BEEN GRANTED BY SELLER FOR THE PERFORMANCE OF SUCH CORRECTION AT SELLER’S EXPENSE. SELLER’S SOLE LIABILITY FOR BREACH OF ANY APPLICABLE WARRANTY SHALL BE REPAIR OR REPLACEMENT OF THE GOODS OR A REFUND OF THE PURCHASE PRICE PAID TO SELLER, AT SELLER’S OPTION. PURCHASER SHALL BE RESPONSIBLE FOR ALL PACKING AND SHIPPING COSTS RELATED THERETO.
- Supplemental Orders and Modifications. Orders subsequent to and which supplement or modify this Sales Agreement shall be subject, except for price and delivery, to the terms and conditions of this Sales unless expressly agreed otherwise in writing by Seller. Prices for supplemental orders or modifications will be governed by the price then in effect unless otherwise specified by Seller.
- Force Majeure. Seller shall not be liable for any failure, omission, or delay in its performance, in whole or in part, of any of the terms or conditions of this Sales Agreement, due to any event, whether foreseeable of unforeseeable, the occurrence of which is beyond the reasonable control of Seller, including but not limited to the following: accidents to machinery, equipment breakdown, volume of business, inability to secure raw materials, delays in transportation or lack of transportation facilities, labor disputes, precedents, restrictions or priorities granted any federal, state, or local governments or any subdivision or agency thereof, or any other cause beyond Seller’s reasonable control.
- Entire Agreement. All proposals, negotiations, and representations, if any, regarding the transaction or series of transactions evidenced hereby and made prior to or on the date hereof are deemed to be superseded and replaced by this Sales Agreement. This Sales Agreement forms the entire agreement between Seller and Purchaser and there are no other promises, representations or warranties affecting it. No evidence of any prior or contemporaneous course of dealings or course of performance between Seller and Purchaser shall be admissible to supplement, explain or contradict any term herein.
- Assignment. Purchaser shall neither assign any of its rights nor delegate any of its duties hereunder without Seller’s prior written consent, and any such attempt at assignment or delegation shall be void.
- Indemnification. Purchaser shall hold harmless, indemnify and defend Seller for or on account of any claims or suits, liabilities, losses, costs, claims or damages for patent infringement to the extent resulting from Seller’s compliance with the Purchaser’s directions, design, or other specifications, personal injury or property damage (including loss of use, consequential, exemplary or punitive damages, and pre and post-judgment interest), penalties and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation and litigation) (collectively, “Losses”) relating to, arising from or in connection with this Sales Agreement or the Goods, including those Losses caused by Seller’s concurrent or sole negligence or fault.
On written demand by Seller, Purchaser will defend Seller from any action, arbitration, audit, hearing, investigation, or suit (whether civil, criminal, administrative, investigative or informal) brought in connection with such Losses at Purchaser’s sole cost and expense.
- Purchaser’s exclusive remedy against Seller and limitation of liability. PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER FOR ANY SUIT OR CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SALES AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION OR OTHERWISE, IS LIMITED TO AND WILL NOT, IN THE AGGREGATE, EXCEED THE PRICE PAID FOR THE GOODS BY PURCHASER TO SELLER FOR THE GOODS. IN ADDITION, IN NO EVENT SHALL SELLER BE RESPONSIBLE OR LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFIT, BUSINESS INTERRUPTION, DOWNTIME, LOSS OF CAPITAL, ETC.) WHETHER BY ACTION FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION OR OTHERWISE.
- Waiver. Seller’s forbearance or failure to exercise, at any time, any of its rights, privileges, or remedies herein shall not be deemed a subsequent waiver thereof nor a waiver of any other right, privilege or remedy contained herein or conferred by law.
- Costs. Purchaser hereby agrees to reimburse Seller for all costs and expenses (including reasonable attorney’s fees) incurred by Seller in connection with any legal proceeding commenced hereunder or otherwise arising out of this Sales Agreement or its enforcement.
- Choice of Law. The construction, validity and effect of the contract evidenced hereby shall be governed by the internal law of the State of Texas (without regard to conflicts of law principles). Any litigation based hereon, or arising out of, under, or in connection with, this Sales Agreement, or any course of conduct, course of dealing, or statements related thereto(whether verbal or written), shall be brought and maintained exclusively in the state courts of the Washington County, Texas, or in the United States District Court for the Southern District of Texas.
- Severability. Any provision of this Sales Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Sales Agreement.
- Headings. The headings herein are for convenience only and do not define or limit the provisions hereof.
- Amendment, Modification, Rescission or Waiver. Neither this writing nor any provision hereof may be amended, modified, waived, discharged, terminated, or rescinded orally or by course of performance, course of dealing or usage of trade, but only by an instrument in writing executed by the party against which enforcement of the amendment, modification, waiver, discharge, termination or rescission is sought. No waiver of any provision hereof or of any right otherwise conferred by law shall affect the Seller’s right to respond to any other contemporaneous or future breach.
Procurement Terms and Conditions
- Delivery. MIC Group production schedules are based upon the agreement that materials will be delivered to the company by the date specified on the face of this purchase contract. If deliveries are not made at the time agreed upon, the Buyer reserves the right to cancel or to purchase elsewhere. .
- Inspection. All goods are subject to Inspection and rejection upon receipt. Such goods may be tested to determine compliance with contract. If any goods are defective or not in conformity with the contract, Buyer in addition to its remedies under the Uniform Commercial Code may reject such defective or non-conforming goods, require correction, or accept them with an equitable adjustment in price. Payment prior to inspection shall not constitute waiver of any rights hereunder. Acknowledgement of receipt on packing slips or bills of lading shall not constitute acceptance. Materials rejected or not conforming to this purchase contract shall be returned at the Seller's expense, including transportation and handling costs.
- Changes. Buyer may at any time by written change order make changes in the articles or services to be furnished hereunder or their quantities or delivery dates. If the cost of, or time required for, furnishing the articles or services ordered hereby is increased or decreased as a result of such change order, an equitable adjustment in the contract price and/or delivery schedule will be made in the change order. If a price and/or delivery adjustment is not included in the change order, no increase in price or delay in delivery will be allowed.
- Warranty. Seller warrants that all articles furnished under this contract will be free from defects in material and workmanship, and will conform to applicable specifications, drawing, samples or other descriptions, and that articles of Seller's design will also be free from defects in design. Seller further expressly warrants that all services performed under this contract will be free from defects in workmanship. These warranties shall remain in effect as to each product furnished, serviced and/or repaired hereunder, for a period of time consistent with the warranty life normally offered by the Seller. All warranties shall be construed as conditions as well as warranties and shall not be deemed to be exclusive.
- Indemnification. Seller shall indemnify Buyer from any and all losses, claims, damages, expenses, or liabilities of any kind suffered by Buyer by reason of or in connection with Seller's fulfillment of this contract or in the manufacture and sale of any goods hereunder.
- Patents. Seller agrees to save Buyer, its customers, and agents harmless from any loss, damage, or liability on account of any alleged infringement of any patent with respect to any product furnished under this Purchase Contract provided that such product is not manufactured pursuant to Buyer's design. Seller also agrees that it will, at its own expense, defend any action, suit or claim in which infringement is alleged provided Seller is duly notified as to such suit. .
- A waiver by Buyer of any at the terms and conditions of this Purchase Contract shall not constitute a waiver of any similar provision or other such breach. This Purchase Contract shall not be deemed or construed to be modified, amended, rescinded, cancelled, or waived in whole or in part, except by written change order hereto signed by a Buyer's authorized representative.
- Shipping. All articles are to be suitably prepared and packed for shipping to prevent damage and shall be shipped pursuant to the specific routing instructions on the face of this Purchase Contract. All packages, packing slips and invoices shall be plainly marked to show Buyer's order number. All invoices shall be sent to Buyer's Accounts Payable Department.
- Proprietary Information. Seller agrees that all information contained in drawings, specifications, etc., which are submitted by Buyer to Seller under or pursuant to this contract is proprietary to Buyer and is submitted with the understanding and agreement by Seller that such Information shall not be utilized in whole or in part by Seller, except for fulfillment of this contract, without written permission of Buyer.
- Information Proprietary to Seller. Any information which is proprietary to Seiler and which is disclosed in the products or documents furnished by Seller hereunder shall be deemed to have been disclosed as a part at the consideration for this contract and the Buyer shall have full right to its use as Buyer sees fit.
- Compliance with Applicable Laws. Seller certifies that all of the products and services to be furnished hereunder will be manufactured or supplied by Seller in accordance with all applicable provisions and stipulations as of this date, of the Walsh-Healy Act, Fair Labor Standards Act. Occupations Safety and Health Act of 1970, Equal Employment Opportunity Provisions and Executive Orders, or any other federal, state, or local law, wherein such acts, provisions, and orders may be applicable, including but not limit to specifically set forth OSHA standards.
- Assignment. Seller may not assign either its rights or obligations under this contract without prior written consent of Buyer.
- Termination. Buyer reserves the right to terminate this contract, or any part hereof, and to cancel all or any part of the undelivered portion of this contract if Seller does not make deliveries as provided in this contract, or, if Seller breaches any of the terms hereof, including warranties. Seller agrees that any delay in delivery or other failure to perform, resulting from Seller's failure to comply with the provisions of the Occupational Safety and Health Act of 1970 and the standards and regulations issued hereunder, shall not be deemed an excusable delay or otherwise excuse Seller from performance as required. Buyer shall also have the right to terminate this contract or any part thereof, and cancel all or any part of the undelivered portion in the event of the happening of any of the following: insolvency of Seller, filing of a voluntary petition in bankruptcy, filing of an involuntary petition to have Seller declared bankrupt provided it is not vacated within thirty (30) days from the date of such filing, or the execution by Seller of any assignment for the benefit of creditors. Buyer shall have no obligations to Seller in respect of the cancelled portion of this contract and Buyer's liability shall be limited to payment for the delivered portion of this contract at the rate specified on the face hereof (reflecting quantity prices as though this purchase contract had gone to full completion). If, as a result of default of performance by the Seller, this contract is terminated in whole or in part and it is necessary to procure any of the specified products or services elsewhere, then Seller will be liable for any re-procurement charges which exceed the amount which would have been due the Seller if he had satisfactorily completed this contract. These remedies shall be cumulative in addition to any other or further remedies provided in law or equity.
- Buyer may, for its convenience, terminate work under this Purchase Contract, in whole or in part, at any time by giving notice to Seller in writing. Seller will thereupon immediately stop work on the Purchase Contract or the terminated portion thereof and notify any subcontractors to do likewise; Seller shall be entitled to reimbursement for its actual costs incurred up to and including the date of termination, such costs to be determined in accordance with recognized accounting principles. Seller shall also be entitled to a reasonable profit on the work done prior to such termination at a rate not exceeding the rate used in establishing the original purchase price. The total of such claim shall not exceed the pro rata of this Purchase Contract which is cancelled.
- Acceptance. Unless otherwise provided herein, Seller's acknowledgement of this Contract or commencement of any work, shipment of goods or performance of any services hereunder shall constitute acceptance by Seller of this Contract and all of its terms and conditions. No terms or conditions stated by Seller in acknowledging or otherwise accepting Contract shall be binding upon Buyer unless specifically accepted in writing by Buyer.
- Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of Texas.
- Payment Terms. Shall be governed by the Purchase Order. It is understood that any cash discount period will date from the receipt of the goods, or from the receipt of the invoice, whichever is later.
- Right of Inspection. Buyer shall have the right to inspect the premises of Seller used in connection with the production of the goods purchased.
Quality Terms and Conditions (QP-07-02-01 Rev. B)
1. Scope. This document provides the full text wording of the Quality Assurance Clauses selectively incorporated by reference in Purchased Orders issued by MIC Group. The supplier shall be responsible for full compliance with each clause assigned within the MIC Group Purchase Order. In case of conflict or lack of clarity in the Quality Clauses, the supplier shall be responsible for contacting MIC Group for clarification of assigned Quality Clauses. These provisions supplement the presently existing terms and conditions of the Purchase Order. If no document revision has been listed on documents invoked herein, the latest revision shall apply.
2. General Quality Clauses
2.1 Quality Assurance Control Programs and Systems: The supplier shall maintain a quality system which assures that only items that are compliant with the requirements of the purchase Order and its referenced drawings and specifications are submitted to MIC Group. Unless otherwise specified, clauses 2.1a, 2.1c and 2.1d apply to all suppliers. Other clauses only apply if specifically noted on the Purchase Order. By virtue of submittal, the supplier certifies that such requirements have been met or that MIC Group has accepted non-conformances in writing.
a)The supplier shall maintain a documented and structured quality system that ensures product / process conformity to the customer requirements. As a minimum, the documented quality system shall include the following:
● Contract Review
● Document/Data Control
● Product Identification and Traceability
● Process Control
● Inspection and Test
● Control of Inspection, Measuring and Test Equipment
● Control of Nonconforming Product
● Corrective and Preventive Action
● Handling, Storage, Packaging and Delivery
b) Requirements for Distributors: The distributor furnishing material not of its own manufacture, shall identify the manufacturer and location of the manufacturer of each item furnished under the Purchase Order. When items are identified by MIC Group part number, the distributor shall provide complete information as to the original manufacturer and original manufacturer’s part number. Such identification shall be submitted with each shipment.
c) Corrective Action and Disposition System: The supplier shall establish and maintain a corrective action system to handle and disposition nonconforming material. Any specific exceptions will be specified on the Purchase Order.
d) Calibration System Requirements: The supplier shall maintain a system of calibration which demonstrates traceability to the National Institute of Standards and Technology (NIST) for measurement and test equipment used to verify conformance to the Purchase Order.
e) Electrostatic Discharge (ESD): The supplier shall establish and maintain a program for Electrostatic Discharge control per ANSI/ESD S20.20 or MIL-STD-1686 or an equivalent specification.
2.2 Material Review Authority: Is not granted by this Purchase Order. Non-conforming material shall not be submitted unless supplier has made a written request and has received written approval from MIC Group prior to shipment.
2.3 Unauthorized Repairs- Parts: Damaged or found to be non-conforming during fabrication shall not be repaired by means of welding, brazing, plating, splicing, soldering or adhesive without written approval from MIC Group.
2.4 MIC Group customers and/or Government representatives have the right to conduct surveys, audits and surveillance of the supplier’s facilities, or those of the supplier’s subcontractors at any time with prior coordination, to determine the capability to comply, and to verify conformance, with the requirements of the Purchase Order. They also have the right to perform inspection at the supplier’s facilities, or those of supplier’s subcontractors with prior coordination, during the period of manufacture and inspection prior to shipment. The supplier shall provide all reasonable facilities, equipment and assistance to aid said personnel in the performance of their duties.
2.5 Unless otherwise specified, drawings, specification, standards and document listings shall be the issue currently in effect on the date of the Purchase Order.
2.6 The supplier shall flow down to the sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics and special processes i.e. plating, welding, etc. where required.
2.7 MIC Group shall refuse to accept items delivered under the Purchase Order if the supplier fails to submit certifications, documentation, test data and reports specified on the Purchase Order. Submitted documentation, including signatures and stamps, must be legible, and where possible, original documentation shall be supplied (not copies of copies). Documents requiring corrections shall comply with the following requirements:
● Each error must be lined through once.
● The correct information must be entered near the error.
● Each entry must be initialed/stamped and dated.
● The use of correction tape/fluid is prohibited.
2.8 The supplier shall note the MIC Group Purchase Order number and part number/revision on submitted documentation.
2.9 Records Retention: Unless otherwise specified, records related to the manufacture of delivered products shall be maintained for a minimum of five (5) years after final payment of subject Purchase Order. Copies of subject records shall be submitted to MIC Group upon request. The supplier shall notify MIC Group 90 days prior to records disposal. MIC Group reserves the right to have said records delivered in lieu of disposal.
2.10 Test and measurement tools/equipment used to determine the acceptability of delivered items shall be maintained in accordance with ANSI/NCL Z540-1-1997, “Calibration System Requirements” or an equivalent specification.
2.11Non-conforming Materials: Any departure from drawings, specifications or other Purchase Order requirements must be presented to MIC Group for disposition. MIC Group customers must approve deviations from drawings or specifications prior to shipment of materials / products from supplier’s facility.
2.12 Re-submission of Rejected Materials: Materials rejected by MIC Group and subsequently re-submitted by the supplier to MIC Group shall bear adequate identification of such re-submission either with the material or on the supplier’s shipping document. Reference shall be made to MIC Group rejection document Non-conforming Material Report (NCMR#), MIC Group lot number and satisfactory evidence given that the causes for rejection have been corrected.
2.13 Corrective Action: When applicable, corrective action may be required for any non-conforming/failure mechanisms. A corrective action plan detailing the proposed permanent corrective actions shall be submitted and implemented. Severe consequences may be imposed due to the supplier’s repeated lack of timely response which may include downgrading the Approved Vendor Listing (AVL) status and/or removal from the ASL.
2.14 Electrostatic Discharge (ESD): Electronic parts and assemblies that are ESD shall be suitably identified and protected from static field and discharge during the supplier’s manufacturing process, including material packaging and shipment. ESD parts or assembles not suitably protected when inspected by MIC Group shall be subject to rejection and replacement. Subject materials shall be compliant with ANSI / ESD S20.20 or MIL-STD-1686 or an equivalent specification.
2.15 Change of Product or Process: The supplier shall not change any drawing, process, material or procedure without prior written approval from MIC Group, if such drawing process, or material or procedure was originally approved by MIC Group. The supplier shall not change any process, material or procedure from that used to qualify items or which was used by the supplier to become a qualified source, without written approval by MIC Group. The supplier’s inspection system shall provide procedures which assure that the latest applicable drawings and specifications are used.
2.16 Certification of Conformance (C of C): Unless otherwise specified on the Purchase Order, the supplier shall provide a C of C conforming to paragraph 2.16a for all materials. Requirements for other sub-paragraphs of 2.16 shall be specified on the Purchase Order.
a) Certification of Conformance (General): The supplier shall submit with each shipment a Certification of Conformance stating that parts, materials, processes and testing furnished to MIC Group are in accordance with applicable requirements of the Purchase Order. The certification shall state that the supplier has on file all available data for examination and evidence of conformance to applicable specifications. The certification shall include as a minimum, the following information:
● Suppliers Name
● MIC Group Purchase Order Number
● Part Number and Revision
● Devise Type or Part Name
● Lot No. and/or Date Code, If applicable
● Statement Certifying Product / Process Conformance
● Date and Signature of Authorized Company Agent
b) Material Certification: The supplier shall submit raw material certifications obtained from the manufacturer with each shipment certifying conformance to specification requirements.
c) Process Certification:The supplier shall submit with each shipment a Certification of Conformance for all processes performed per specified requirements. If a process was subcontracted, a copy of the subcontractors Certification of Conformance shall also be supplied.
d) Material Safety Data Sheet: The supplier shall submit a Material Safety Data Sheet (MSDS) with each shipment.
2.17 Identification: Parts or subassemblies shall be identified by MIC Group specification or drawing number including the revision level as referenced on MIC Group Purchase Order. MIC Group part number shall be clearly identified as part of the unit marking and/or stick –on labels for bags, intermediate and shipping boxes/containers.
2.18 Product Date Codes: The supplier shall provide product with only one date code per part number whenever possible; however, if product with multiple date codes are submitted, then they shall all be packaged separately in reels, tubes, bags, etc. and the container (individual or batch) shall be identified with a date code in addition to other required markings.
2.19 Statement of Work (SOW): When specified on MIC Group Purchase Order, items/materials shall be subjected to additional requirements per SOW. Items that do not comply with stated SOW requirements shall be rejected by MIC Group.
2.20 Facility Change: The supplier shall not use or relocate any production, manufacturing and/or processing facilities during performance of the work specified on the purchase Order from those production, manufacturing or process facilities approved by MIC Group without promptly notifying MIC Group and affording MIC Group an opportunity to examine such facilities for conformance with Quality Assurance requirements.
2.21 Prohibited Materials: The use of pure unalloyed tin is prohibited in the construction and surface finish of space hardware. Only alloys containing 97% tin or less are acceptable. The use of cadmium or zinc is prohibited in the construction and surface finish of space hardware. Cadmium alloys or zinc alloys (e.g. brass) must be completely over plated with an approved metal. Any exceptions to these prohibitions must be approved in advance by MIC Group.
3. Surveillance and Inspection
3.1 MIC Group Source Inspection (CSI): If specified, source inspection by MIC Group is required for this Purchase. This may include surveillance of the product, supplier’s quality system, processes, procedures and facilities.
3.2 Government Source Inspection (GSI): If Government inspection is required prior to shipment of material or item from supplier’s facility, promptly furnish a copy to the designated government representative who services your plant. In the event the government office cannot be located, notify MIC Group purchasing representative immediately.
3.3 First Article Inspection (FAI): Suppliers providing material against a part numbered component or assembly drawings, must perform a First Article Inspection on the first part ran on each PO line item, consisting of dimensional / workmanship inspection, configuration verification, and testing of equipment. The supplier is required to retain a First Article Inspection Report. The First Article Inspection Report shall include, as a minimum, the following information:
● Suppliers Name
● MIC Group Purchase Order Number
● Part Number and Revision
● Verification of all drawing notes
● Record all dimensional requirements with tolerances
● Record all actual measurements
● Lot Identification No. (Internal Tracking No.)
● Signature of a responsible representative and date
4.0. Packaging, Marking and Labeling
4.1 The supplier shall have a system for controlling and monitoring proper handling, preservation, storage, packaging and shipping processes to protect the quality of deliverable materials and to prevent their damage, deterioration and degradation. Protection shall be provided to prevent physical damage, to prevent twisted and entangled leads and to maintain leads and terminals in the manufactured conditioned under handling and transportation environments. The packaging material shall not in any way affect the solderability of the components.
- Tape and Reel: Shall be appropriate for the component size and/or defined in MIC Group procurement document.
- Bulk Pack: When required, appropriate material shall be inserted into the intermediate container to prevent damage during shipping/handling/storage.
- Moisture Sensitive Devices: All moisture sensitive devices as defined by J-STD-020 must be packaged in compliance with the requirements of J-STD-033.
- Special Packaging Requirements: If applicable, special packaging requirements will be referenced on the Purchase Order.
4.2 Marking and Labeling: All components, sub-assemblies and assemblies shall be marked in accordance with the requirements of MIL-STD-130 unless otherwise specified on the Purchase Order or in the applicable drawing or specifications.
- Lot Identification: Items furnished under this Purchase Order shall be identified by the supplier identification code (e.g. Cage Code, Logo etc.) and manufacturing lot or batch number. The lot or batch number shall be stamped or marked on an identifying tag or the smallest unit package and shall be referenced on the packing list, certifications and other applicable documents.
- Item Serialization: If specified on the Purchase Order, Each item furnished under this Purchase Order shall be permanently marked with a unique / sequential serial number (regardless of date code or lot number). Locate serial number per the requirements of the drawing or Purchase Order. The individual serial numbers for the delivered material shall be referenced on the Certificate of Conformance from the manufacturer or supplier.
- Date Code: If specified on the Purchase Order, each item furnished under this Purchase Order shall be permanently marked with a date code representing the year and week of manufacture.
- Unique Date Code: If specified on the Purchase Order, the supplier shall provide all items identified on this Purchase Order with only one (1) manufacturer’s date code per Purchase Order line item for the listed quantity.
- Traceability: Raw Material: Materials used shall be identified by lot number, material type, specification and applicable revision, and be traceable to records of acceptance. Parts fabricated by the supplier shall be traceable to the lot number(s) of materials used. Traceability records shall be available for review by MIC Group and supplied upon request.
5.0. Notices and Rating
5.1 Notices: International Traffic in Arms Regulations (ITAR) - Buyer Document(s) supplied to Seller under this Purchase Order may contain(s) technical data as defined in the U.S International Traffic in Arms Regulations section 22 C.F.R section 120.10. If so, the technical data may not be exported, disclosed or association, as defined in the ITAR section 22 C.F.R section 120.16 whether in the United States or aboard, without the prior written approval of the U.S Department of State.
5.2 Ratings: Defense Priorities and Allocations System (DPAS) - As a rated order certified for national defense use, Seller is required to follow provisions of the DPAS regulations (15 CFR Part 700) in obtaining controlled materials and other products, service and materials needed to satisfy this order.
a. If this is a DX rated order, Seller must promptly provide Buyer with written acceptance or rejection of this order within fifteen (15) working days after receipt.
b. If this order is a DO rated order, Seller must promptly provide Buyer with written acceptance or rejection of this order within fifteen (15) working days after receipt.
Seller must include in a written rejection of a rated order the reasons for the rejection. Seller’s written acknowledgment of this rated order shall constitute written acceptance of the DPAS rating.
NOTE: The applicable DX or DO rating will appear on MIC’s Purchase Order if applicable.
5.3 Notices: Preference for Domestic Specialty Metals (DFARS 252.225-7014 Alternate 1) -
a. Definitions. As used in this clause:
1. “Qualifying Country” means any country listed in subsection DFARS 225.872-1
2. “Specialty metals” means (i) Steel with a maximum alloy content exceeding one or more of the following limits: manganese (1.65%), silicon (0.60%) or copper (0.60%); or containing more than titanium, tungsten, or vanadium; (ii) Metal alloys constrains of nickel, iron-nickel , and cobalt base alloys containing a total of other alloying metals (except iron) in excess of 10%; (iii) Titanium and titanium alloys; or (iv) Zirconium and zirconium base alloys.
b. Any specialty metals incorporated in articles delivered under this contract shall be melted in the United States or its outlying areas.
c. This clause does not apply to specialty metals melted in a qualifying country or incorporated in an article manufactured in a qualifying country.
d. The Contractor shall insert the substance of this clause including this paragraph (d), in all subcontractors for items containing specialty metals.
6.0. Items Not Requiring Quality Assurance Clauses
● Original equipment manufacturing replacement or maintenance parts
● Facility maintenance materials: paint, floor wax, etc.
● Computers, computer parts, all types of electronic items for internal use only.