EMC TECHNOLOGIES, INC. – PURCHASE ORDER TERMS AND CONDITIONS
Document Identification: Rev B – Optimized for Digital Twin Baseline and Operational Throughput
Effective Date: June 2026
1. QUALITY ASSURANCE, REGULATORY FLOWDOWNS & DIGITAL THREAD INTEGRATION
By executing or accepting this Purchase Order (PO), Seller explicitly certifies absolute compliance with the specific Quality Notes, Prime Contract requirements, and Federal Acquisition Regulation (FAR) / Defense Federal Acquisition Regulation Supplement (DFARS) clauses designated on the face of this PO.
Dynamic Flowdown Routing
All referenced quality hyper-links, attachments, or digital target files are structurally integrated into this contract as if fully set forth herein.
Sub-Tier Propagation
Seller is strictly required to flow down all applicable quality, traceability, and regulatory requirements to its sub-tier subcontractors and raw material sources to eliminate the "Invisible Work" of manual data remediation.
2. SHIPPING, DELIVERY & REVENUE VELOCITY RULES
Shipping Terms
All shipments are FOB Destination to Buyer’s designated delivery location. Partial delivery, early shipment, or alternate routing requires Buyer’s prior written approval to avoid unrecorded warehouse friction.
Risk of Loss
Seller retains all risk of loss, transit degradation, or damage to the goods until formal delivery and written acceptance by Buyer, regardless of carrier account utilization, routing selection, or packaging methodology.
Carrier Billing Convenience
Use of Buyer’s carrier account is exclusively for freight billing convenience and does not transfer risk of loss, shipping responsibility, or transit claims liability to Buyer.
Delivery & Scheduling Mandate
On-time delivery is mandatory to maintain plant revenue velocity and clear backlog constraints. Supplier must immediately notify Buyer in writing of any structural condition or supply chain disruption that may cause an operational schedule slip. Early or partial deliveries may be rejected or held at Seller’s expense unless pre-authorized in writing.
3. PACKAGING, TRANSIT RISK & ADJUSTED PROTECTION THRESHOLDS
General Packaging Rules
Seller shall package all goods in accordance with manufacturer specifications, carrier guidelines for high-value/fragile items, and industry best practices.
Each shipping container must be clearly and legibly marked with:
- PO Number
- Part Number
- Revision Level
- Quantity
- Lot/Serial Number (where applicable)
Pre-Shipment Packaging Approval Threshold
For standard, vetted suppliers, any PO line item with an extended value equal to or greater than $25,000.00 requires pre-shipment packaging specifications to be submitted to Buyer for engineering approval.
Exception Matrix Clause
Buyer explicitly reserves the right to scale this threshold down to $5,000.00 via a direct notation on the face of the PO for any volatile, high-mix sub-tiers exhibiting a historic Q1 quality error rate exceeding 10% (e.g., Stratasys, MJM, or Ideas).
Handling Instrumentation
Seller shall strictly comply with all specialized handling requirements detailed on engineering prints or specifications, including shock indicators, tilt indicators, crating, and "do not stack" parameters.
Repeat Damage Financial Adjustments
Repeated transit damage driven by packaging failures will result in a mandatory carrier change or immediate shipment suspension at Seller's expense. Buyer retains the absolute right to deduct documented damage amounts from any active accounts payable balances owed to Seller.
4. EXPEDITED INSPECTION, NONCONFORMANCE TRIAGE & SPEED OF REMEDY
Inspection Window
Buyer shall have five (5) business days after delivery to perform standard receiving inspections and notify Seller of visible shipping damage, quantity mismatches, or structural nonconformance.
Latent Defect Protection
Latent, hidden, or concealed nonconformance discovered during the shop floor's mandatory Kit Verification or mid-assembly workflow stages shall be deemed manufacturing or transit damage. The discovery of latent defects preserves all original legal remedies against the Seller.
Mandatory Speed of Remedy
To prevent line stoppages for assembly technicians (including Tom, Tyler, and Jordan) and protect the downstream RTX delivery rating, a strict clock is enforced upon nonconformance discovery:
Within 48 hours of receiving a nonconformance notification, Seller must issue:
- A Return Merchandise Authorization (RMA)
- A certified, expedited production recovery schedule to Buyer
Buyer Remedy Options
At Buyer's sole discretion, Seller shall immediately:
- Replace the nonconforming goods via expedited transit at Seller's expense.
- Repair the components to Buyer's satisfaction.
- Issue a full credit or immediate financial refund.
No Administrative Delay
Seller shall not delay replacement, repair, or refund operations pending carrier insurance inspections, claims filing, or third-party dispute resolutions. Seller shall provide photographs, physical packaging samples, and full cooperation to support insurance filings without lagging production fulfillment timelines.
5. QUALITY MANAGEMENT SYSTEM & CONFIGURATION CONTROL
Quality Baseline Requirement
Seller shall maintain a documented Quality Management System compliant with ISO 9001, AS9100, or a verified industry equivalent. Buyer retains the right to conduct on-site quality audits and compliance verification.
Drawing & Print Compliance
All components, custom machining, and manufacturing processes must conform explicitly to the latest engineering revision level of buyer-approved drawings and CAD models unless otherwise stated on the PO. No material substitutions or engineering deviations are permitted without formal prior written authorization.
Configuration Control & Change Constraints
Supplier shall make no changes to raw materials, sub-tier component manufacturing locations, custom tooling layouts, manufacturing processes, or quality inspection methodologies without prior written sandbox evaluation and signed approval from Buyer.
Right of Access
Buyer, Buyer’s commercial customers (including Raytheon/RTX representatives), and regulatory government agencies reserve full right of access to all supplier facilities, internal assembly sequences, and digital quality records associated with the execution of this PO. This right extends through manufacture, testing, and post-delivery record retention windows.
Traceability & Certifications
Material traceability linking raw melt/heat lots through finished physical components is required.
A Certificate of Compliance (CoC), raw material certifications, and independent test reports referencing the PO number, part number, revision level, and quantity must accompany every shipment.
Records Retention
Supplier shall archive and retain all manufacturing, raw procurement, inspection, and testing records for a minimum of 7 years.
Records must be delivered to Buyer in an indexed digital format within 48 hours of request.
6. ITAR, CMMC 2.0 & SOVEREIGN TIER DATA SECURITY
ITAR Compliance and Restrictions
This PO may involve defense articles, tech data, or custom services strictly regulated by the U.S. International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120-130.
Supplier certifies absolute regulatory compliance.
No ITAR-controlled technical data, models, prints, or products shall be exported, transferred, or disclosed to foreign persons or dual nationals without explicit U.S. Department of State authorization.
Strict Secure High-Side Data Border
All technical data, SolidWorks solid models, flat patterns, and engineering prints provided by Buyer must be accessed, processed, stored, and transmitted strictly within a FedRAMP High / GCC High compliant environment or equivalently secured Cybersecurity Maturity Model Certification (CMMC 2.0) Controlled Unclassified Information (CUI) framework.
Pushing or pulling regulated technical data onto commercial, unclassified, or non-secure web/cloud servers is a severe breach of contract and federal law.
Subcontracting any ITAR/CUI work scope requires prior written approval and a data boundary audit from Buyer.
7. ORDER OF PRECEDENCE & FINANCIAL ADMINISTRATIVE LAWS
Purchase Order Dominance
The PO number must explicitly appear on all packing slips, commercial invoices, quality certifications, and technical correspondence to preserve the digital thread.
Entire Contractual Agreement
This PO, alongside the explicitly referenced buyer-approved prints, digital models, and hyperlinked quality specification notes, constitutes the entire contractual agreement.
Precedence Matrix
In the event of an operational or legal conflict, these Purchase Order Terms and Conditions shall govern and dominate over the Seller's baseline terms of sale, commercial invoices, standard order acknowledgments, or boilerplate documents.
Invoicing and ERP Sync
Invoices must match PO line-item details, alpha-numeric part numbers, and actual delivered quantities exactly to permit automated entry into QuickBooks and avoid manual clerical loops.
Invoices submitted prior to validated physical receipt at Buyer's dock will trigger automatic payment delays to prevent the generation of unverified inventory records.
Acceptance Mechanism
Seller's physical execution, written acknowledgment, or beginning of order fulfillment under this PO constitutes irrevocable acceptance of all Rev B terms, conditions, and sandbox optimizations herein.
Any exceptions must be formally negotiated and approved in writing by Buyer prior to order dispatch.