The Charlco Group reserves the right to update or modify these terms and conditions at any time without prior notice. Acceptance of a Purchase Order and the use of this website constitute the supplier’s agreement to follow and be bound by these terms and conditions.
ORDER OF PRECEDENCE
In the event of a conflict or inconsistency between the documents or provisions as incorporated or attached to the contract, the documents or provisions shall prevail in the order listed below, in order of decreasing precedence.
a The Purchase Order document and any specific terms on that order.
b The Charlco Group’s General Terms and Conditions
c Terms and conditions other than the General Terms and Conditions (including flowdown clauses) incorporated by reference on the Purchase Order
d The most recently agreed to and issued specifications referenced on the Purchase Order
e All other attachments, exhibits, appendices, documents, or terms incorporated by reference in or attached to the Purchase Order
100 GENERAL PURCHASE ORDER TERMS AND CONDITIONS
Q101 ACCEPTANCE
This Purchase Order is for the purchase of items, services, or both, as described in the body of the document. A Purchase Order is an order issued by The Charlco Group for purchased items, together with the specifications, drawings, terms and conditions, or other documents referred to, attached to, or incorporated by reference on the Purchase Order.
No change in, modification to, or revision of the Purchase Order shall be valid unless agreed to in writing by The Charlco Group.
Q102 PRICING
Supplier will furnish the purchased items at the prices stated on the Purchase Order. Unless otherwise provided on the Purchase Order, the prices include all packaging and freight to the specified delivery point; applicable taxes and other government charges including, but not limited to, all sales, use, or excise taxes. Sales taxes shall not be charged if The Charlco Group has furnished a valid exemption certificate or other evidence of exemption. No increase in prices is effective, whether due to increased material, labor, or transportation costs, without the prior written consent of The Charlco Group.
Q103 DELIVERY, SHIPMENT, MARKING, AND PACKAGING
Supplier will deliver purchased items to the ship-to location, by the shipping method, in the quantities and on the date(s) specified on the Purchase Order. The standard delivery window is seven days before to zero days after the contracted due date. Purchased items may not be delivered prior to the allowed delivery dates, or in quantities in excess of those stated on the Purchase Order, without the written authorization of The Charlco Group.
FOB terms (origin or destination) shall be as stated on the Purchase Order. If the contract specifies FOB destination, the supplier shall make the transportation arrangements, ship the purchased items freight prepaid, and remain responsible for the purchased items until they are delivered and The Charlco Group takes possession at the destination. If the contract specifies FOB origin the supplier shall ship the purchased items freight collect.
Absent any Purchase Order packaging instructions, purchased items shall be packaged under common carrier requirements to prevent damage. The Charlco Group may reject purchased items due to damage resulting from improper packing.
Marking of parts shall be applied as specified by the engineering document or specification, or by the instructions included on the Purchase Order.
Q104 CERTIFICATE OF CONFORMANCE
A legible and reproducible copy of a Certificate of Conformance must accompany each shipment against this Purchase Order. The certificate must include the following information, at a minimum:
a Supplier name and address
b The Charlco Group Purchase Order and line item numbers
c The part number and revision level
d The quantity shipped
e Country of origin
f Signature and title of an authorized supplier representative
The certificate must contain a statement that shipped parts conform to all requirements of the drawing, specification and/or the Purchase Order.
Q105 MATERIAL AND PROCESS CERTIFICATIONS
A legible copy of all raw material and special process certifications must accompany each shipment.
Q106 REQUIREMENTS FLOWDOWN
Supplier must flow down all applicable requirements of this Purchase Order, including the requirements of The Charlco Group’s customer, to any member of the supplier’s supply chain.
Q107 PAYMENT
Unless otherwise authorized by The Charlco Group, the supplier shall issue a separate original invoice for each delivery. The invoice shall include, at a minimum, The Charlco Group Purchase Order number and line item number.
Unless freight or other charges are itemized The Charlco Group may take any offered discount on the full amount of the invoice. Payment terms are as expressed on the Purchase Order. Payment due date shall be computed from the later of the scheduled delivery date, the actual delivery date, or the date of receipt of a correct invoice. Payment shall be in U.S. dollars and shall be deemed made on the date buyer’s check is mailed or payment is otherwise tendered.
No additional charges of any kind shall be allowed unless specifically agreed to in writing by The Charlco Group.
The supplier agrees to notify The Charlco Group (48) hours prior to the shipment of any C.O.D. order.
Q108 TERMINATION
The Charlco Group may terminate this contract for convenience by written notice at any time, in whole or in part, without cause, and such termination shall not constitute a default. The supplier shall be reimbursed for actual, reasonable, substantiated, and allowable costs, plus a reasonable profit for work performed to date of termination The Charlco Group may take immediate possession of all work for which the supplier seeks reimbursement.
The Charlco Group may terminate this contract for default, effective immediately, by written notice, should the supplier fail to deliver the Purchased items within the time specified in the Purchase Order.
Q109 COVID-19 PROTOCOLS
The Charlco Group adheres to all federal OSHA and state and local COVID-19 Health and Safety orders and regulations.
All requirements of this procedure shall be flowed down through our supplier base, as necessary per customer requirements.
All supplier personnel and visitors must comply with these COVID-19 safety procedures and protocols. Visitors have the right to refuse entry and/or leave if any of the requirements of this process have not been followed.
The Charlco Group will continue to minimize the time all visitors spend on-site by coordinating the Scope of Work to be performed on-site, and by gathering up all necessary documentary evidence needed to complete the assigned tasks of the visit.
Prior to any visit, The Charlco Group shall provide a point of contact and a copy of these safety procedures and protocols to all authorized visitors.
All employees and visitors are required to use face coverings consistent with federal OSHA and state and local orders and regulations.
All employees and visitors are required to adhere to physical distancing consistent with federal OSHA and state and local orders and regulations.
We will provide PPE as required. If PPE is not available, this shall be communicated to all visitors prior to the onsite visit.
Hand Sanitizer is available for all employees and visitors.
We will furnish, without additional charge, reasonable facilities, and assistance to ensure that visiting customer, supplier, and/or government representatives, can perform their duties in a safe and convenient manner.
This requirement may include, as necessary, an isolated work area in which to perform their assigned duties.
All work areas or equipment to be used by visiting personnel shall be cleaned and sanitized in advance of their arrival.
We have the ability to sanitize such work areas or equipment as necessary throughout the duration of their visit.
Contact Tracing
If The Charlco Group is made aware that a visitor has been in “close contact” with someone on our premises that has subsequently tested positive for COVID-19, we shall immediately notify the affected visitor(s). The same process shall be followed should we become aware that any company personnel or visitor has tested positive within two days prior to an upcoming onsite visit.
NOTE: Refer to the Centers for Disease Control (CDC) guidelines for clarification on contact.
Current guidelines define “close contact” as spending a cumulative total of fifteen minutes within six feet of an infected person, over the course of a 24-hour period, beginning two days before the onset of the illness.
200 QUALITY SYSTEM TERMS AND CONDITIONS
Q201 QUALITY SYSTEM
AS9100 SUPPLIERS
Where adherence to AS9100 is a requirement, the supplier shall maintain a documented, certified quality management system to control product and service provision. The quality management system shall include a company-wide process that fosters continuous improvement. Acceptable quality system requirements are to the latest revision of ISO9001 or AS9100, as required.
NON-AS9100 SUPPLIERS
Where adherence to AS9100 is not a requirement, the supplier shall maintain an inspection system which assures that all delivered products, whether manufactured or processed, conform to Purchase Order requirements. The supplier shall maintain controls and perform all inspections and tests require to validate product conformity.
Q202 DOCUMENT CONTROL
The supplier is responsible for maintaining control of the latest revision of blueprints, digital models, parts lists, specifications, and all other such documents as specified in the Purchase Order.
The supplier is also responsible for requesting further information if any documentation is missing or if any instructions are not fully understood.
The supplier is responsible for destroying all obsolete versions of the foregoing documents prior to disposal. Obsolete documentation retained for any purposes shall be clearly marked as Reference Only.
Q203 CUSTOMER SUPPLIED MATERIAL
The supplier is responsible for controlling all materials, gages, and tooling as supplied by The Charlco Group. Any such items that are lost, damaged, or otherwise unsuitable for use shall be immediately reported to The Charlco Group.
At the completion of the contract all such items shall be returned to The Charlco Group or otherwise satisfactorily accounted for.
Q204 RIGHT OF ACCESS
The Charlco Group, its customer, and regulatory authorities, shall have the right of access to all applicable areas of their facilities, and to all applicable documents at all levels of their supply chain, in order to perform verification of validation activities, and to review procedures, practices, processes and documents related to quality assurance and configuration management. This requirement shall extend to the supplier’s subcontractor locations.
Q205 RECORD RETENTION
The supplier shall maintain and preserve all records and materials pertaining to the contracted purchased items, including invoice records, for a minimum period of (7) years after final delivery or termination of the Purchase Order, or as otherwise contractually required. These records shall include raw material certifications, manufacturing, inspection, and testing documents, and Certificates of Conformance. Such data shall be made available when requested by The Charlco Group.
At the end of the contracted retention period all applicable documents shall be recycled, shredded, or archived.
Q206 NONCONFORMING PRODUCT
The supplier shall implement a system for controlling nonconforming product that identifies, documents, and segregates such material to prevent its unintended use.
The supplier shall report all nonconforming material to The Charlco Group; nonconforming material shall not be shipped without the prior written consent of The Charlco Group.
The supplier does not hold MRB authority on behalf of The Charlco Group. Nonconforming material dispositions of “use-as-is” or “repair” shall be made only by The Charlco Group. The supplier may make dispositions of “scrap” or “rework” providing that such rework does not violate any product requirements or specifications.
Q207 FOD PREVENTION
The supplier shall maintain a FOD (Foreign Object Damage/Debris) control procedure meeting the requirements of NAS-412. The FOD control process shall assure work is accomplished in a manner preventing foreign objects or material from entering and remaining in deliverable items. The supplier shall include a certification statement that deliverable products are free of any foreign materials that could cause damage to the product or to the components/systems of which the product is a part or to which the product is attached.
Q208 COMPETENCE AND AWARENESS
Suppliers shall ensure that personnel have the required training and experience appropriate for meeting all requirements of this Purchase Order, and that personnel are aware of:
Their contribution to product or service conformity
Their contribution to product safety
The importance of ethical behavior
Q209 SPECIAL PROCESS SUPPLIERS ONLY
Special process suppliers must furnish processing certifications to the Purchase Order requirements. NADCAP and/or specification owner approval is required. Acceptable quality system requirements are to the latest revision of ISO9001 or AS9100, as required.
Q210 RAW MATERIAL SUPPLIERS ONLY
A. Unauthorized Material Substitution (General)
Unauthorized material substitutions are not permitted on Buyer’s Goods. Unauthorized material substitution includes any deviation from the engineering definition of a raw material. Engineering definition includes Buyer design drawing and applicable specifications, product specification, form, size, shape, chemistry, melt method, origin, temper/condition, product testing or surface finish.
Alternate materials specified in the engineering definition (and often described as approved material substitutions therein) do not constitute unauthorized material substitution. Terms and definitions for metallic materials and processing used herein are clarified in ARP1917.
Contact Buyer’s Authorized Procurement Representative for details regarding deviations to authorized materials. Seller agrees and understands that such deviations only apply to this purchase contract, and only as indicated in the Buyer’s authorized document.
B. Metallic Materials (Specific)
Temper or Condition Conversion - Unless specifically authorized by the engineering definition, conversion of a raw material (i.e., heat treat to change the temper or condition of the material) constitutes material substitution of the condition provided by the manufacturer.
Metallic Raw Materials – Buyer’s engineering drawings may refer to obsolete or superseded specifications covering several forms, thicknesses, widths, etc. of the alloy or alloys. The required characteristics of these materials are defined not only by the objective test standards of the specification, but by the processes/methods by which this final form is achieved. These requirements are often captured in the definitions of the required material forms and may not be explicitly called out in the detailed requirements. The raw material certification results from both the process used to make it and the tests to verify basic properties.
Seller shall ensure that metallic materials covered by current or obsolete/superseded specifications are produced using the standard industry practices designed strictly for the production of stock to the specified thickness, diameter, width, or cross sectional area, achieved by thermo-mechanical processing or casting process. Chemical, electrochemical, and mechanical methods used for the removal of surface scale or contamination, or the production of the required surface finish, in accordance with the material specification are acceptable. Raw material must not be re-certified with respect to thickness, diameter, width or cross sectional area or product form. Machining or cutting of thicker product or other product forms shall not be supplied in lieu of specified product unless specifically authorized by Buyer. Raw material certifications for material or parts shall reflect the form and size of the raw material as originally manufactured by the raw material producer.
C. Specification Supersession:
For government specifications and standards canceled after June 1994, Seller and subcontractors at all tiers shall use the last active revision of the canceled specification and standard until an acceptable replacement is included in the requirements of this Contract. Contact the Buyer’s Authorized Procurement Representative in the event of any inconsistency in applicable specification or standard.
D. Reports (Full Pedigree from melt to final product) - Raw material certifications shall show clear traceability to the manufacturer(s) of the raw material including ingot source, all thermo-mechanical processing (i.e., forging, rolling, drawing, etc.), heat treatment, chemical processing, and inspections as required by applicable raw material specification requirements.
E. Chain of Custody (Disguising intermediate ownership) – Suppliers shall not disguise the pedigree of material or chain of ownership by removal of a previous supplier’s name, nomenclature, or identification.
F. Source of Additional Information - Addition information and guidance may be found through Buyer’s Supplier Portal or Buyer’s Authorized Procurement Representative.
G. The substance of this Article shall be flowed in all subcontracts at every tier.
Q211 CALIBRATION/TEST SUPPLIERS ONLY
Calibration/test suppliers must furnish calibration/test reports to the Purchase Order requirements, and must be traceable to the specific equipment or item submitted for testing/calibration. Such reports shall be traceable to NIST standards current at the time of calibration/testing. Acceptable quality system requirements, are to the latest revision of ISO9000, ISO 17025, NADCAP testing, ANSI Z540, and/or NAVLAP accreditation as appropriate.
Q212 COUNTERFEIT PART PREVENTION
All purchased hardware must be accompanied by signed certifications traceable to the name and lot number of the Original Component Manufacturer (OCM). This includes all direct hardware purchases as well as hardware included in purchased sub-assemblies.
Purchased components and sub-assemblies must also include raw material mill certifications.
The supplier must have a counterfeit part prevention procedure and must flow down the requirements of this quality note to all levels of their supply chain for work under this Purchase Order.
Q213 PRODUCT APPROVAL
Unless otherwise stated on the Purchase Order, the requirements for approval of methods, processes, and equipment, and of products and services, and their release, shall be in accordance with the supplier’s internal requirements. Any special approval requirements of The Charlco Group, or of its customer, shall be included on the Purchase Order.
Q214 SUPPLIER INTERACTION
Unless otherwise stated on the Purchase Order, interactions between the supplier and The Charlco Group shall be in accord with the standard procedures of the supplier. Any special requirements of The Charlco Group, or of its customer, shall be included on the Purchase Order.
Q215 DESIGN AND DEVELOPMENT APPROVAL
The Charlco Group reserves the right to approve or specify any designs, tests, inspection plans, or criteria for design and development required by The Charlco Group or our customer.
Q216 SPECIAL REQUIREMENTS
Any special requirements, critical items, or key characteristics shall be as included in The Charlco Group Purchase Order, and the accompanying product documentation.
Q217 VERIFICATION APPROVAL
The Charlco Group reserves the right to approve or specify any test, inspection, or verification, including production process verification.
Q218 STATISTICAL TECHNIQUES
Unless otherwise required by the Purchase Order, when statistical techniques, such as sampling inspection, are used for product acceptance, the process must be statistically valid. Any special inspection requirements shall be spelled out on the Purchase Order.
Q219 TEST SPECIMENS
The Charlco Group reserves the right to require external suppliers to provide test specimens for design approval, inspection/verification, investigation, or auditing. Any such requirements will be included on the Purchase Order.
300 REGULATORY TERMS AND CONDITIONS
Q301 ITAR
The products procured under this Purchase Order are ITAR Category VIII controlled. Any technical information provided within (or attached to, or by any necessity required) in order to satisfy this Purchase Order requires an export license prior to dissemination to foreign persons. It is controlled by United States International Traffic in Arms (ITAR) (22 CFR 120-130). It is the responsibility of each individual in control of this data to abide by all export laws.
Q302 CONFLICT MINERALS
It is the policy of The Charlco Group to use “conflict-free” minerals in all products. As part of our conflict minerals compliance policy, The Charlco Group requires that all suppliers of raw materials or products annually complete a Conflict Minerals Supplier Due Diligence Questionnaire (EICC-GESI form available at www.conflictfreesmelter.org ) no later than (30) days following the end of each calendar year.
Q303 DFAR
Specialty metals purchased under this contract must be melted in the United States or in a qualifying country per the requirements of DFARS 252.225-7014.
400 NOTIFICATION TERMS AND CONDITIONS
Q401 BUYER NOTIFICATION OF CHANGES
The Charlco Group may, by providing notice to the supplier, make changes in the drawings, designs, specifications, methods of shipment or packaging, quantity, or time or place of delivery. Supplier will acknowledge Purchase Order changes in writing within (10) business days following issue of the changes. Purchase Order changes will be deemed as accepted upon receipt of written acknowledgement or within (10) business days of change notice, whichever is earlier.
Q402 SUPPLIER NOTIFICATION OF CHANGES
Supplier shall submit written notification of any proposed changes in design, materials, manufacturing location, manufacturing equipment, sub-tier suppliers (including special processors), production processes, or any other process related to the purchased items, and shall not effect these changes without advanced written approval of The Charlco Group.
Supplier shall submit written notice within (30) days of any adverse changes in the supplier’s quality management system status resulting in suspension or loss of certification.
Unauthorized material substitutions, including any deviation from the engineering definition of the raw material, are not permitted.
Q403 SUPPLIER NOTIFICATION OF WORK TRANSFER
Supplier shall submit written notification when planning to transfer work to another supplier or location on a temporary or permanent basis. No such transfer may be undertaken without the express written consent of The Charlco Group.
Q404 NOTICE OF DELAY
When anything delays, threatens to delay, or permanently delays the timely performance of this Purchase Order, supplier must immediately provide written notice to The Charlco Group containing all relevant information respective to the delay, including reasons for the potential delay and supplier’s mitigation actions to avoid any supply disruption.
Q405 NOTICE OF ESCAPEMENT (NOE)
When a nonconformance is determined or suspected to exist on items already shipped to The Charlco Group, the supplier shall provide written post-delivery notification to The Charlco Group within (3) business days of discovery of the actual or potential nonconforming condition.
The NOE shall contain, at a minimum, the following:
a Actual date of shipment of nonconforming material
b The Charlco Group Purchase Order and line item numbers
c The part number and revision level
d The quantity shipped
e The date of manufacture
f A specific description of the nonconformance
g Preliminary root cause and corrective action
i Signature and title of the supplier’s authorized quality representative
500 INSPECTION TERMS AND CONDITIONS
Q501 INSPECTION BY BUYER
All purchased items may be inspected and tested by The Charlco Group, its customers, and end users. Final inspection and acceptance will be at the ship-to location specified on the Purchase Order. The Charlco Group may inspect all or a sample of purchased items at our option, and may reject all or any portion of the Purchased items if determined to be defective or nonconforming. If the purchased items are defective or otherwise do not conform to the requirements of the Purchase Order, The Charlco Group may, by providing notice to the supplier:
a Rescind any applicable Purchase Order for the purchased items
b Accept the purchased items at an equitable reduction in price
c Reject the purchased items and require the delivery of replacements
If the supplier fails to deliver required replacements promptly, The Charlco Group may:
a Correct any retained defective or nonconforming Purchased items at Supplier’s expense
b Replace them with the Purchased items of another supplier and charge the original supplier the costs of the replacement Purchased items
c Terminate any applicable Purchase Order for cause
A Nonconforming Material Report (NCMR) request may be issued for nonconforming product. Responses are due within (10) working days of issuance of the notice, or return of discrepant parts, whichever is later. Root Cause/Corrective Action responses shall be evaluated for completeness, accuracy, and acceptability. Failure to respond to an NCMR request on a timely basis could impact future sourcing decisions.
When returning previously rejected material to The Charlco Group, the supplier must note the NCMR number on the shipping documents and must state whether the items have been reworked or replaced.
Q502 SOURCE INSPECTION
Source inspection by The Charlco Group at the supplier’s facility is required prior to shipment of purchased items. This inspection will include surveillance of the supplier’s systems, procedures, and facilities. The supplier is to notify The Charlco Group a minimum of (48) hours in advance of the desired inspection date.
Q503 CUSTOMER SOURCE INSPECTION
Source inspection by the end customer of The Charlco Group at the supplier’s facility is required prior to shipment of purchased items. This inspection will include surveillance of the supplier’s systems, procedures, and facilities. The supplier is to notify The Charlco Group a minimum of (48) hours in advance of the desired inspection date.
Q504 GOVERNMENT SOURCE INSPECTION
Mandatory government inspection is required prior to shipment of purchased items. The supplier shall promptly notify the Government representative who normally services its facility so that appropriate planning for GSI can be accomplished. This inspection will include surveillance of the supplier’s systems, procedures, and facilities.
Q505 INSPECTION BY SUPPLIER (SAMPLING)
100% Inspection is not required. Sampling inspection must meet the requirements of ANSI Z1.4, with the exception that lot acceptance must be “accept on Zero, reject on one”. The Charlco Group will not accept any sampling plan which permits acceptance with defectives in the population sample. Sampling plans that do not meet the requirements of ANSI Z1.4 must be submitted and agreed to in writing by The Charlco Group.
Q506 INSPECTION BY SUPPLIER (100%)
100% inspection is required. The use of inspection sampling plans is prohibited without prior written approval of The Charlco Group.
Q507 AS9102 FAIR (FULL)
A full AS9102 FAIR is required with shipment of the first production lot of this item, including for any sub-assemblies or detail parts used on the purchased item.
Q508 AS9102 FAIR (PARTIAL)
A partial AS9102 FAIR is required for this item, including for any revised sub-assemblies or detail parts used on the purchased item.
600 APPROVAL TERMS AND CONDITIONS
Q601 APPROVED SOURCES
All special processes required by the Purchase Order must be to the latest revision of the applicable process specification, and must be performed by sources that are approved by the prime contractor when noted on the Purchase Order or by NADCAP-approved sources.
The supplier is responsible for flowing down all requirements and provisions of The Charlco Group Purchase Order to their subcontractors.
Q602 BOEING APPROVAL REQUIREMENT (CH47)
Boeing CH47 parts – Acceptance of this Purchase Order signifies that the subcontractor maintains current Boeing D1-4426 approval.
The products procured under this Purchase Order number are ITAR Category VIII controlled. Any technical information provided within (or attached to, or by any necessity required) in order to satisfy this Purchase Order requires an export license prior to dissemination to foreign persons. It is controlled by United States International Traffic in Arms (ITAR) (22 CFR 120-130). It is the responsibility of each individual in control of this data to abide by all export laws.
Q603 BOEING APPROVAL REQUIREMENT (V22)
Boeing V22 parts – Acceptance of this Purchase Order signifies that the subcontractor maintains current Boeing D1-4426 approval.
The products procured under this Purchase Order number are ITAR Category VIII controlled. Any technical information provided within (or attached to, or by any necessity required) in order to satisfy this Purchase Order requires an export license prior to dissemination to foreign persons. It is controlled by United States International Traffic in Arms (ITAR) (22 CFR 120-130). It is the responsibility of each individual in control of this data to abide by all export laws.
Q604 SUPPLIER MONITORING
All Charlco suppliers are maintained on our Approved Supplier List. Quality and delivery ratings are monitored on a continuing basis. Continued approval is maintained when both quality and delivery ratings are at 80% or better. A corrective action plan shall be required should either the quality or delivery rating fall below 80%.
REVISION TRACKING
–– 11/30/17 Initial Release
A 1/18/18 Added missing terms as in AS9100D Sec. 8.4.3
B 2/20/19 Added new codes Q213-Q219; revised Q201 and Q204
C 3/1/21 Rewrote Q210 using substance of Boeing D607 Quality Clause
D 4/15/21 Added Q108 COVID-19 Protocols
ORDER OF PRECEDENCE
In the event of a conflict or inconsistency between the documents or provisions as incorporated or attached to the contract, the documents or provisions shall prevail in the order listed below, in order of decreasing precedence.
a The Purchase Order document and any specific terms on that order.
b The Charlco Group’s General Terms and Conditions
c Terms and conditions other than the General Terms and Conditions (including flowdown clauses) incorporated by reference on the Purchase Order
d The most recently agreed to and issued specifications referenced on the Purchase Order
e All other attachments, exhibits, appendices, documents, or terms incorporated by reference in or attached to the Purchase Order
100 GENERAL PURCHASE ORDER TERMS AND CONDITIONS
Q101 ACCEPTANCE
This Purchase Order is for the purchase of items, services, or both, as described in the body of the document. A Purchase Order is an order issued by The Charlco Group for purchased items, together with the specifications, drawings, terms and conditions, or other documents referred to, attached to, or incorporated by reference on the Purchase Order.
No change in, modification to, or revision of the Purchase Order shall be valid unless agreed to in writing by The Charlco Group.
Q102 PRICING
Supplier will furnish the purchased items at the prices stated on the Purchase Order. Unless otherwise provided on the Purchase Order, the prices include all packaging and freight to the specified delivery point; applicable taxes and other government charges including, but not limited to, all sales, use, or excise taxes. Sales taxes shall not be charged if The Charlco Group has furnished a valid exemption certificate or other evidence of exemption. No increase in prices is effective, whether due to increased material, labor, or transportation costs, without the prior written consent of The Charlco Group.
Q103 DELIVERY, SHIPMENT, MARKING, AND PACKAGING
Supplier will deliver purchased items to the ship-to location, by the shipping method, in the quantities and on the date(s) specified on the Purchase Order. The standard delivery window is seven days before to zero days after the contracted due date. Purchased items may not be delivered prior to the allowed delivery dates, or in quantities in excess of those stated on the Purchase Order, without the written authorization of The Charlco Group.
FOB terms (origin or destination) shall be as stated on the Purchase Order. If the contract specifies FOB destination, the supplier shall make the transportation arrangements, ship the purchased items freight prepaid, and remain responsible for the purchased items until they are delivered and The Charlco Group takes possession at the destination. If the contract specifies FOB origin the supplier shall ship the purchased items freight collect.
Absent any Purchase Order packaging instructions, purchased items shall be packaged under common carrier requirements to prevent damage. The Charlco Group may reject purchased items due to damage resulting from improper packing.
Marking of parts shall be applied as specified by the engineering document or specification, or by the instructions included on the Purchase Order.
Q104 CERTIFICATE OF CONFORMANCE
A legible and reproducible copy of a Certificate of Conformance must accompany each shipment against this Purchase Order. The certificate must include the following information, at a minimum:
a Supplier name and address
b The Charlco Group Purchase Order and line item numbers
c The part number and revision level
d The quantity shipped
e Country of origin
f Signature and title of an authorized supplier representative
The certificate must contain a statement that shipped parts conform to all requirements of the drawing, specification and/or the Purchase Order.
Q105 MATERIAL AND PROCESS CERTIFICATIONS
A legible copy of all raw material and special process certifications must accompany each shipment.
Q106 REQUIREMENTS FLOWDOWN
Supplier must flow down all applicable requirements of this Purchase Order, including the requirements of The Charlco Group’s customer, to any member of the supplier’s supply chain.
Q107 PAYMENT
Unless otherwise authorized by The Charlco Group, the supplier shall issue a separate original invoice for each delivery. The invoice shall include, at a minimum, The Charlco Group Purchase Order number and line item number.
Unless freight or other charges are itemized The Charlco Group may take any offered discount on the full amount of the invoice. Payment terms are as expressed on the Purchase Order. Payment due date shall be computed from the later of the scheduled delivery date, the actual delivery date, or the date of receipt of a correct invoice. Payment shall be in U.S. dollars and shall be deemed made on the date buyer’s check is mailed or payment is otherwise tendered.
No additional charges of any kind shall be allowed unless specifically agreed to in writing by The Charlco Group.
The supplier agrees to notify The Charlco Group (48) hours prior to the shipment of any C.O.D. order.
Q108 TERMINATION
The Charlco Group may terminate this contract for convenience by written notice at any time, in whole or in part, without cause, and such termination shall not constitute a default. The supplier shall be reimbursed for actual, reasonable, substantiated, and allowable costs, plus a reasonable profit for work performed to date of termination The Charlco Group may take immediate possession of all work for which the supplier seeks reimbursement.
The Charlco Group may terminate this contract for default, effective immediately, by written notice, should the supplier fail to deliver the Purchased items within the time specified in the Purchase Order.
Q109 COVID-19 PROTOCOLS
The Charlco Group adheres to all federal OSHA and state and local COVID-19 Health and Safety orders and regulations.
All requirements of this procedure shall be flowed down through our supplier base, as necessary per customer requirements.
All supplier personnel and visitors must comply with these COVID-19 safety procedures and protocols. Visitors have the right to refuse entry and/or leave if any of the requirements of this process have not been followed.
The Charlco Group will continue to minimize the time all visitors spend on-site by coordinating the Scope of Work to be performed on-site, and by gathering up all necessary documentary evidence needed to complete the assigned tasks of the visit.
Prior to any visit, The Charlco Group shall provide a point of contact and a copy of these safety procedures and protocols to all authorized visitors.
All employees and visitors are required to use face coverings consistent with federal OSHA and state and local orders and regulations.
All employees and visitors are required to adhere to physical distancing consistent with federal OSHA and state and local orders and regulations.
We will provide PPE as required. If PPE is not available, this shall be communicated to all visitors prior to the onsite visit.
Hand Sanitizer is available for all employees and visitors.
We will furnish, without additional charge, reasonable facilities, and assistance to ensure that visiting customer, supplier, and/or government representatives, can perform their duties in a safe and convenient manner.
This requirement may include, as necessary, an isolated work area in which to perform their assigned duties.
All work areas or equipment to be used by visiting personnel shall be cleaned and sanitized in advance of their arrival.
We have the ability to sanitize such work areas or equipment as necessary throughout the duration of their visit.
Contact Tracing
If The Charlco Group is made aware that a visitor has been in “close contact” with someone on our premises that has subsequently tested positive for COVID-19, we shall immediately notify the affected visitor(s). The same process shall be followed should we become aware that any company personnel or visitor has tested positive within two days prior to an upcoming onsite visit.
NOTE: Refer to the Centers for Disease Control (CDC) guidelines for clarification on contact.
Current guidelines define “close contact” as spending a cumulative total of fifteen minutes within six feet of an infected person, over the course of a 24-hour period, beginning two days before the onset of the illness.
200 QUALITY SYSTEM TERMS AND CONDITIONS
Q201 QUALITY SYSTEM
AS9100 SUPPLIERS
Where adherence to AS9100 is a requirement, the supplier shall maintain a documented, certified quality management system to control product and service provision. The quality management system shall include a company-wide process that fosters continuous improvement. Acceptable quality system requirements are to the latest revision of ISO9001 or AS9100, as required.
NON-AS9100 SUPPLIERS
Where adherence to AS9100 is not a requirement, the supplier shall maintain an inspection system which assures that all delivered products, whether manufactured or processed, conform to Purchase Order requirements. The supplier shall maintain controls and perform all inspections and tests require to validate product conformity.
Q202 DOCUMENT CONTROL
The supplier is responsible for maintaining control of the latest revision of blueprints, digital models, parts lists, specifications, and all other such documents as specified in the Purchase Order.
The supplier is also responsible for requesting further information if any documentation is missing or if any instructions are not fully understood.
The supplier is responsible for destroying all obsolete versions of the foregoing documents prior to disposal. Obsolete documentation retained for any purposes shall be clearly marked as Reference Only.
Q203 CUSTOMER SUPPLIED MATERIAL
The supplier is responsible for controlling all materials, gages, and tooling as supplied by The Charlco Group. Any such items that are lost, damaged, or otherwise unsuitable for use shall be immediately reported to The Charlco Group.
At the completion of the contract all such items shall be returned to The Charlco Group or otherwise satisfactorily accounted for.
Q204 RIGHT OF ACCESS
The Charlco Group, its customer, and regulatory authorities, shall have the right of access to all applicable areas of their facilities, and to all applicable documents at all levels of their supply chain, in order to perform verification of validation activities, and to review procedures, practices, processes and documents related to quality assurance and configuration management. This requirement shall extend to the supplier’s subcontractor locations.
Q205 RECORD RETENTION
The supplier shall maintain and preserve all records and materials pertaining to the contracted purchased items, including invoice records, for a minimum period of (7) years after final delivery or termination of the Purchase Order, or as otherwise contractually required. These records shall include raw material certifications, manufacturing, inspection, and testing documents, and Certificates of Conformance. Such data shall be made available when requested by The Charlco Group.
At the end of the contracted retention period all applicable documents shall be recycled, shredded, or archived.
Q206 NONCONFORMING PRODUCT
The supplier shall implement a system for controlling nonconforming product that identifies, documents, and segregates such material to prevent its unintended use.
The supplier shall report all nonconforming material to The Charlco Group; nonconforming material shall not be shipped without the prior written consent of The Charlco Group.
The supplier does not hold MRB authority on behalf of The Charlco Group. Nonconforming material dispositions of “use-as-is” or “repair” shall be made only by The Charlco Group. The supplier may make dispositions of “scrap” or “rework” providing that such rework does not violate any product requirements or specifications.
Q207 FOD PREVENTION
The supplier shall maintain a FOD (Foreign Object Damage/Debris) control procedure meeting the requirements of NAS-412. The FOD control process shall assure work is accomplished in a manner preventing foreign objects or material from entering and remaining in deliverable items. The supplier shall include a certification statement that deliverable products are free of any foreign materials that could cause damage to the product or to the components/systems of which the product is a part or to which the product is attached.
Q208 COMPETENCE AND AWARENESS
Suppliers shall ensure that personnel have the required training and experience appropriate for meeting all requirements of this Purchase Order, and that personnel are aware of:
Their contribution to product or service conformity
Their contribution to product safety
The importance of ethical behavior
Q209 SPECIAL PROCESS SUPPLIERS ONLY
Special process suppliers must furnish processing certifications to the Purchase Order requirements. NADCAP and/or specification owner approval is required. Acceptable quality system requirements are to the latest revision of ISO9001 or AS9100, as required.
Q210 RAW MATERIAL SUPPLIERS ONLY
A. Unauthorized Material Substitution (General)
Unauthorized material substitutions are not permitted on Buyer’s Goods. Unauthorized material substitution includes any deviation from the engineering definition of a raw material. Engineering definition includes Buyer design drawing and applicable specifications, product specification, form, size, shape, chemistry, melt method, origin, temper/condition, product testing or surface finish.
Alternate materials specified in the engineering definition (and often described as approved material substitutions therein) do not constitute unauthorized material substitution. Terms and definitions for metallic materials and processing used herein are clarified in ARP1917.
Contact Buyer’s Authorized Procurement Representative for details regarding deviations to authorized materials. Seller agrees and understands that such deviations only apply to this purchase contract, and only as indicated in the Buyer’s authorized document.
B. Metallic Materials (Specific)
Temper or Condition Conversion - Unless specifically authorized by the engineering definition, conversion of a raw material (i.e., heat treat to change the temper or condition of the material) constitutes material substitution of the condition provided by the manufacturer.
Metallic Raw Materials – Buyer’s engineering drawings may refer to obsolete or superseded specifications covering several forms, thicknesses, widths, etc. of the alloy or alloys. The required characteristics of these materials are defined not only by the objective test standards of the specification, but by the processes/methods by which this final form is achieved. These requirements are often captured in the definitions of the required material forms and may not be explicitly called out in the detailed requirements. The raw material certification results from both the process used to make it and the tests to verify basic properties.
Seller shall ensure that metallic materials covered by current or obsolete/superseded specifications are produced using the standard industry practices designed strictly for the production of stock to the specified thickness, diameter, width, or cross sectional area, achieved by thermo-mechanical processing or casting process. Chemical, electrochemical, and mechanical methods used for the removal of surface scale or contamination, or the production of the required surface finish, in accordance with the material specification are acceptable. Raw material must not be re-certified with respect to thickness, diameter, width or cross sectional area or product form. Machining or cutting of thicker product or other product forms shall not be supplied in lieu of specified product unless specifically authorized by Buyer. Raw material certifications for material or parts shall reflect the form and size of the raw material as originally manufactured by the raw material producer.
C. Specification Supersession:
For government specifications and standards canceled after June 1994, Seller and subcontractors at all tiers shall use the last active revision of the canceled specification and standard until an acceptable replacement is included in the requirements of this Contract. Contact the Buyer’s Authorized Procurement Representative in the event of any inconsistency in applicable specification or standard.
D. Reports (Full Pedigree from melt to final product) - Raw material certifications shall show clear traceability to the manufacturer(s) of the raw material including ingot source, all thermo-mechanical processing (i.e., forging, rolling, drawing, etc.), heat treatment, chemical processing, and inspections as required by applicable raw material specification requirements.
E. Chain of Custody (Disguising intermediate ownership) – Suppliers shall not disguise the pedigree of material or chain of ownership by removal of a previous supplier’s name, nomenclature, or identification.
F. Source of Additional Information - Addition information and guidance may be found through Buyer’s Supplier Portal or Buyer’s Authorized Procurement Representative.
G. The substance of this Article shall be flowed in all subcontracts at every tier.
Q211 CALIBRATION/TEST SUPPLIERS ONLY
Calibration/test suppliers must furnish calibration/test reports to the Purchase Order requirements, and must be traceable to the specific equipment or item submitted for testing/calibration. Such reports shall be traceable to NIST standards current at the time of calibration/testing. Acceptable quality system requirements, are to the latest revision of ISO9000, ISO 17025, NADCAP testing, ANSI Z540, and/or NAVLAP accreditation as appropriate.
Q212 COUNTERFEIT PART PREVENTION
All purchased hardware must be accompanied by signed certifications traceable to the name and lot number of the Original Component Manufacturer (OCM). This includes all direct hardware purchases as well as hardware included in purchased sub-assemblies.
Purchased components and sub-assemblies must also include raw material mill certifications.
The supplier must have a counterfeit part prevention procedure and must flow down the requirements of this quality note to all levels of their supply chain for work under this Purchase Order.
Q213 PRODUCT APPROVAL
Unless otherwise stated on the Purchase Order, the requirements for approval of methods, processes, and equipment, and of products and services, and their release, shall be in accordance with the supplier’s internal requirements. Any special approval requirements of The Charlco Group, or of its customer, shall be included on the Purchase Order.
Q214 SUPPLIER INTERACTION
Unless otherwise stated on the Purchase Order, interactions between the supplier and The Charlco Group shall be in accord with the standard procedures of the supplier. Any special requirements of The Charlco Group, or of its customer, shall be included on the Purchase Order.
Q215 DESIGN AND DEVELOPMENT APPROVAL
The Charlco Group reserves the right to approve or specify any designs, tests, inspection plans, or criteria for design and development required by The Charlco Group or our customer.
Q216 SPECIAL REQUIREMENTS
Any special requirements, critical items, or key characteristics shall be as included in The Charlco Group Purchase Order, and the accompanying product documentation.
Q217 VERIFICATION APPROVAL
The Charlco Group reserves the right to approve or specify any test, inspection, or verification, including production process verification.
Q218 STATISTICAL TECHNIQUES
Unless otherwise required by the Purchase Order, when statistical techniques, such as sampling inspection, are used for product acceptance, the process must be statistically valid. Any special inspection requirements shall be spelled out on the Purchase Order.
Q219 TEST SPECIMENS
The Charlco Group reserves the right to require external suppliers to provide test specimens for design approval, inspection/verification, investigation, or auditing. Any such requirements will be included on the Purchase Order.
300 REGULATORY TERMS AND CONDITIONS
Q301 ITAR
The products procured under this Purchase Order are ITAR Category VIII controlled. Any technical information provided within (or attached to, or by any necessity required) in order to satisfy this Purchase Order requires an export license prior to dissemination to foreign persons. It is controlled by United States International Traffic in Arms (ITAR) (22 CFR 120-130). It is the responsibility of each individual in control of this data to abide by all export laws.
Q302 CONFLICT MINERALS
It is the policy of The Charlco Group to use “conflict-free” minerals in all products. As part of our conflict minerals compliance policy, The Charlco Group requires that all suppliers of raw materials or products annually complete a Conflict Minerals Supplier Due Diligence Questionnaire (EICC-GESI form available at www.conflictfreesmelter.org ) no later than (30) days following the end of each calendar year.
Q303 DFAR
Specialty metals purchased under this contract must be melted in the United States or in a qualifying country per the requirements of DFARS 252.225-7014.
400 NOTIFICATION TERMS AND CONDITIONS
Q401 BUYER NOTIFICATION OF CHANGES
The Charlco Group may, by providing notice to the supplier, make changes in the drawings, designs, specifications, methods of shipment or packaging, quantity, or time or place of delivery. Supplier will acknowledge Purchase Order changes in writing within (10) business days following issue of the changes. Purchase Order changes will be deemed as accepted upon receipt of written acknowledgement or within (10) business days of change notice, whichever is earlier.
Q402 SUPPLIER NOTIFICATION OF CHANGES
Supplier shall submit written notification of any proposed changes in design, materials, manufacturing location, manufacturing equipment, sub-tier suppliers (including special processors), production processes, or any other process related to the purchased items, and shall not effect these changes without advanced written approval of The Charlco Group.
Supplier shall submit written notice within (30) days of any adverse changes in the supplier’s quality management system status resulting in suspension or loss of certification.
Unauthorized material substitutions, including any deviation from the engineering definition of the raw material, are not permitted.
Q403 SUPPLIER NOTIFICATION OF WORK TRANSFER
Supplier shall submit written notification when planning to transfer work to another supplier or location on a temporary or permanent basis. No such transfer may be undertaken without the express written consent of The Charlco Group.
Q404 NOTICE OF DELAY
When anything delays, threatens to delay, or permanently delays the timely performance of this Purchase Order, supplier must immediately provide written notice to The Charlco Group containing all relevant information respective to the delay, including reasons for the potential delay and supplier’s mitigation actions to avoid any supply disruption.
Q405 NOTICE OF ESCAPEMENT (NOE)
When a nonconformance is determined or suspected to exist on items already shipped to The Charlco Group, the supplier shall provide written post-delivery notification to The Charlco Group within (3) business days of discovery of the actual or potential nonconforming condition.
The NOE shall contain, at a minimum, the following:
a Actual date of shipment of nonconforming material
b The Charlco Group Purchase Order and line item numbers
c The part number and revision level
d The quantity shipped
e The date of manufacture
f A specific description of the nonconformance
g Preliminary root cause and corrective action
i Signature and title of the supplier’s authorized quality representative
500 INSPECTION TERMS AND CONDITIONS
Q501 INSPECTION BY BUYER
All purchased items may be inspected and tested by The Charlco Group, its customers, and end users. Final inspection and acceptance will be at the ship-to location specified on the Purchase Order. The Charlco Group may inspect all or a sample of purchased items at our option, and may reject all or any portion of the Purchased items if determined to be defective or nonconforming. If the purchased items are defective or otherwise do not conform to the requirements of the Purchase Order, The Charlco Group may, by providing notice to the supplier:
a Rescind any applicable Purchase Order for the purchased items
b Accept the purchased items at an equitable reduction in price
c Reject the purchased items and require the delivery of replacements
If the supplier fails to deliver required replacements promptly, The Charlco Group may:
a Correct any retained defective or nonconforming Purchased items at Supplier’s expense
b Replace them with the Purchased items of another supplier and charge the original supplier the costs of the replacement Purchased items
c Terminate any applicable Purchase Order for cause
A Nonconforming Material Report (NCMR) request may be issued for nonconforming product. Responses are due within (10) working days of issuance of the notice, or return of discrepant parts, whichever is later. Root Cause/Corrective Action responses shall be evaluated for completeness, accuracy, and acceptability. Failure to respond to an NCMR request on a timely basis could impact future sourcing decisions.
When returning previously rejected material to The Charlco Group, the supplier must note the NCMR number on the shipping documents and must state whether the items have been reworked or replaced.
Q502 SOURCE INSPECTION
Source inspection by The Charlco Group at the supplier’s facility is required prior to shipment of purchased items. This inspection will include surveillance of the supplier’s systems, procedures, and facilities. The supplier is to notify The Charlco Group a minimum of (48) hours in advance of the desired inspection date.
Q503 CUSTOMER SOURCE INSPECTION
Source inspection by the end customer of The Charlco Group at the supplier’s facility is required prior to shipment of purchased items. This inspection will include surveillance of the supplier’s systems, procedures, and facilities. The supplier is to notify The Charlco Group a minimum of (48) hours in advance of the desired inspection date.
Q504 GOVERNMENT SOURCE INSPECTION
Mandatory government inspection is required prior to shipment of purchased items. The supplier shall promptly notify the Government representative who normally services its facility so that appropriate planning for GSI can be accomplished. This inspection will include surveillance of the supplier’s systems, procedures, and facilities.
Q505 INSPECTION BY SUPPLIER (SAMPLING)
100% Inspection is not required. Sampling inspection must meet the requirements of ANSI Z1.4, with the exception that lot acceptance must be “accept on Zero, reject on one”. The Charlco Group will not accept any sampling plan which permits acceptance with defectives in the population sample. Sampling plans that do not meet the requirements of ANSI Z1.4 must be submitted and agreed to in writing by The Charlco Group.
Q506 INSPECTION BY SUPPLIER (100%)
100% inspection is required. The use of inspection sampling plans is prohibited without prior written approval of The Charlco Group.
Q507 AS9102 FAIR (FULL)
A full AS9102 FAIR is required with shipment of the first production lot of this item, including for any sub-assemblies or detail parts used on the purchased item.
Q508 AS9102 FAIR (PARTIAL)
A partial AS9102 FAIR is required for this item, including for any revised sub-assemblies or detail parts used on the purchased item.
600 APPROVAL TERMS AND CONDITIONS
Q601 APPROVED SOURCES
All special processes required by the Purchase Order must be to the latest revision of the applicable process specification, and must be performed by sources that are approved by the prime contractor when noted on the Purchase Order or by NADCAP-approved sources.
The supplier is responsible for flowing down all requirements and provisions of The Charlco Group Purchase Order to their subcontractors.
Q602 BOEING APPROVAL REQUIREMENT (CH47)
Boeing CH47 parts – Acceptance of this Purchase Order signifies that the subcontractor maintains current Boeing D1-4426 approval.
The products procured under this Purchase Order number are ITAR Category VIII controlled. Any technical information provided within (or attached to, or by any necessity required) in order to satisfy this Purchase Order requires an export license prior to dissemination to foreign persons. It is controlled by United States International Traffic in Arms (ITAR) (22 CFR 120-130). It is the responsibility of each individual in control of this data to abide by all export laws.
Q603 BOEING APPROVAL REQUIREMENT (V22)
Boeing V22 parts – Acceptance of this Purchase Order signifies that the subcontractor maintains current Boeing D1-4426 approval.
The products procured under this Purchase Order number are ITAR Category VIII controlled. Any technical information provided within (or attached to, or by any necessity required) in order to satisfy this Purchase Order requires an export license prior to dissemination to foreign persons. It is controlled by United States International Traffic in Arms (ITAR) (22 CFR 120-130). It is the responsibility of each individual in control of this data to abide by all export laws.
Q604 SUPPLIER MONITORING
All Charlco suppliers are maintained on our Approved Supplier List. Quality and delivery ratings are monitored on a continuing basis. Continued approval is maintained when both quality and delivery ratings are at 80% or better. A corrective action plan shall be required should either the quality or delivery rating fall below 80%.
REVISION TRACKING
–– 11/30/17 Initial Release
A 1/18/18 Added missing terms as in AS9100D Sec. 8.4.3
B 2/20/19 Added new codes Q213-Q219; revised Q201 and Q204
C 3/1/21 Rewrote Q210 using substance of Boeing D607 Quality Clause
D 4/15/21 Added Q108 COVID-19 Protocols
