Based in Statesville, N.C., Keselowski Advanced Manufacturing (KAM) is a vertically integrated simulation and engineering through serial production manufacturing company with Additive Manufacturing (LPBF-M) and CNC Capabilities. The KAM team is comprised of top engineering and machining talent who excel in innovation, creativity and problem-solving.
- GENERAL PURCHASE ORDER TERMS & CONDITIONS REVISION DATE 10/05/2020 1. ACCEPTANCE OF ORDERS: The acceptance of all orders and all sales by Keselowski Advanced Manufacturing, LLC (“KAM”) are made subject to and expressly conditional upon these terms and conditions (the “Agreement”). Any of Buyer’s terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by KAM. Buyer shall be deemed to have expressly accepted this Agreement if Buyer expressly so agrees in writing or accepts any shipment of Products. No sales or other independent representative of KAM shall have any authority to vary or modify this Agreement in any respect or to agree to any additional terms or conditions.
- QUOTATIONS: Each quotation is valid for thirty (30) days from its date unless otherwise stated in the quotation.
- PRICE POLICY: Price in effect at time of shipment. However, if a price increase becomes effective after the date of the order, it will not apply to items shipped within thirty (30) days from the effective date of the price increase. For metal products, prices are based on metal price indexes and if such indexes increase by more than 15%, a price increase will be required. Price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities.
- TAXES: All prices are exclusive of all present or future federal, state and local excise, sales, use, value added and similar taxes. These taxes shall be paid by Buyer, or Buyer shall provide KAM with a tax exemption certificate acceptable to KAM and the taxing authorities.
- PAYMENT: Unless KAM has extended credit to Buyer, Buyer shall pay KAM at KAM’s option, either by: COD, letter of credit ,sight draft or as otherwise approved in writing by KAM. Should KAM elect lo extend credit to Buyer, payment shall be made in full within thirty (30) days of the date of the invoice. KAM reserves the right at any time to change the amount of or to withdraw any credit extended to Buyer. Each shipment shall be considered a separate and independent transaction and payment therefor shall be made accordingly. Past due invoices of KAM to Buyer shall bear interest at the rate of 1 ½ percent per month, but not in excess of the maximum lawful rate, until paid in full. Buyer shall be responsible for all costs and expenses incurred by KAM, including attorneys’ fees and costs of collection or enforcement of any provision of this Agreement.
- TITLE AND DELIVERY: KAM shall deliver Products to Buyer F.O.B. point of shipment. Partial deliveries shall be permitted. All shipping charges and expenses shall be paid by Buyer. Notwithstanding any request by Buyer, KAM may, without incurring any liability, exercise its own discretion in selecting the method of shipment and the carrier. All claims by Buyer for damage, loss or delays in transit shall be made by Buyer against the carrier, and KAM shall have no responsibility or obligations with respect to any such damage, loss, or delay. KAM WILL USE ITS REASONABLE EFPORTS TO FILL BUYER’S ORDERS IN A TIMELY MANNER. IT IS UNDERSTOOD, HOWEVER, THAT LEAD TIME REQUIREMENTS AND DELIVERY DATES WILL VARY ACCORDING TO MANUFACTURING AND OTHER CONDITIONS AND THAT ALL DELIVERY DATES ARE ONLY ESTIMATES. DELAY IN DELIVERY OF ANY SHIPMENT SHALL NOT RELIEVE BUYER OF ITS OBLIGATION TO ACCEPT SUCH SHIPMENT. KAM shall have the right to charge Buyer a service fee when shipments are delayed awaiting customer shipping instructions. Buyer will have five (5) business days from the time KAM provides the necessary information (weights, dimensions, etc.) for Buyer to select a shipment method/carrier. On the 6th business day, KAM shall have the right to apply a 2% fee (on total invoice amount) per business day until the shipment is released per Buyer’s instructions.
- FORCE MAJEURE: KAM shall not be liable for delay or failure to deliver or perform due to any cause beyond its reasonable control, or for Acts of God, acts of Buyer, acts of any government authority, strikes or other labor disturbances, delays in transportation, fuel or energy shortages or inability to obtain necessary materials, components, services, or facilities from usual sources. In the event of such delay, the date of delivery shall be extended for a period equal to the time lost by reason of delay, and, if such delay is caused by act of Buyer or any of its representatives or agents, Buyer shall reimburse KAM upon invoicing for any additional costs arising from such delay.
- HELD ORDERS: Any orders held, delayed or rescheduled at the request of the Buyer will be subject to the prices and conditions of sale in effect at the time of release of the hold or reschedule and shall reimburse KAM upon invoicing for any additional costs it incurs as a result of the hold, delay or reschedule. Any such order held, delayed or rescheduled beyond a reasonable period of time will be considered a Buyer termination.
- SPECIAL DOMESTIC OR EXPORT PACKING: Prices include Products having standard domestic packing only. Buyer shall reimburse KAM upon invoicing for additional costs it incurs for any special domestic packing or packing for overseas shipment.
- MINIMUM FACTORY ORDER: KAM will not accept an order of less than $500 in value exclusive of transportation charges and taxes as indicated under “TITLE AND DELIVERY”. The minimum billing for each line item ordered is $250.
- PRODUCT NOTICES: Buyer shall provide the user (including its employees) of the Product with all KAM supplied product notices, warnings, instructions, recommendations and similar materials.
- WARRANTIES AND REMEDIES: (a) WARRANTIES: KAM warrants to Buyer that the Products shall be free from defects in material and workmanship and shall conform to the agreed upon specifications, if any, for a period of three months from the date of shipment: provided that, as a condition to this warranty, the Products shall have been stored, installed, operated and maintained in accordance with KAM instructions and recommendations and applied in accordance with standard industry practice. Products which are “engineering samples”, are sold “AS IS”, “WITH ALL FAULTS”, and with no warranty whatsoever. The foregoing warranties shall not apply to Products that have been repaired other than with KAM’s authorization and by KAM’s approved procedures, that have been subjected to misuse, abuse, improper maintenance, negligence or accident, that have been damaged by excessive physical or electrical stress or that have had a serial number or any part thereof altered, defaced or removed. (b) REMEDIES: Should any Products fail to such warranty, KAM, at its option, shall repair or replace such Products or issue Buyer a credit or a refund in the amount of the purchase price therefor; provided that (i) Buyer notifies KAM and gives KAM notice of such failure within thirty (30) days after discovery; (ii) the Buyer obtains a return material authorization from KAM prior to returning any defective Products; (iii) the defective Products are returned to the location specified by KAM at Buyer’s cost; (iv) the defective Products are received by KAM no later than four (4) weeks following the last day of the warranty period; and (v) examination of such Products by KAM shall confirm the failure and that it has not been caused by improper installation, application, repair, alteration, accident or negligence. Products which KAM consents or directs in writing to be retuned shall be returned to KAM, freight prepaid, in accordance with KAM standard return policies. (c) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER GENERAL PURCHASE ORDER TERMS & CONDITIONS REVISION DATE 10/05/2020 WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The foregoing remedies set forth above are the Buyers exclusive remedies for claims (except as to title) based on defects in or failure of any Products whether a claim is based in contract, tort (including negligence and strict liability), warranty or otherwise and however instituted. Upon the expiration of the applicable warranty for any Products, all such liability shall terminate. (d) The above warranties shall apply only to Buyer and shall not apply to Buyer’s buyers or any other third parties
- GENERAL LIMITATIONS OF LIABILITY: (a) ln no event, whether as a result of claims in contract, warranty, tort (including negligence and strict liability) or otherwise, shall KAM be liable for loss of profit or revenues, loss of goodwill claims of Buyers, loss of use, damages to or loss of other property or equipment, or INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER. (b) THE REMEDIES OF THE BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, KAM’S LIABILITY, WITH RESPECT TO PRODUCTS ORDERED BY BUYER OR ANYTHING DONE IN CONNECTION THEREWITH OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, OR USE OF ANY PRODUCTS, WHETHER FOR CLAIMS IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE SHALL IN NO CASE EXCEED THE PRICE OF THE SPECIFIC PRODUCTS TO WHICH THE CLAIM RELATES.
- PRODUCT APPLICATION: Products purchased from KAM are not to be used in critical safety systems (including without limitation medical devices, life support equipment and devices used for implementation into the body), any activity or process involving nuclear fission, fusion or in any other manner not considered a standard and ordinary commercial use. Buyer agrees not to use or sell or transfer the product to others for any such purpose without prior written authorization from KAM. If any such use occurs, KAM disclaims all liability and will in no event have any liability to Buyer or any third party for personal injury, death or property or other economic damage suffered. Buyer agrees to indemnify, defend and hold harmless KAM (and its employees, members, managers, officers, directors, subsidiaries, affiliates, successors, suppliers and agents) against any and all cost, damage or expense arising out of or related to such liability, including attorneys’ fees and costs. As used herein, “liability” means liability of any kind at any time whether in contract, tort (including negligence and strict liability), warranty or otherwise
- PATENTS: (a) With respect to Products manufactured solely to KAM’s designs and specifications, KAM shall defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that such Products infringe any US patent provided Buyer gives KAM prompt notice of such suit or proceeding, tenders the defense thereof to KAM and gives KAM complete authority, information and assistance, at Buyer’s expense, in such defense. KAM shall pay all damages and costs finally awarded against Buyer in any such suit or proceeding, but shall not be responsible for any compromise thereof made by Buyer without its written consent. If such Products are held in such suit or proceeding to constitute infringement and their use is enjoined or if, in the opinion of KAM any Products are likely to become the subject of a claim of infringement, KAM may either (i) procure for Buyer the right to continue using such products; (ii) modify such Products so that they become non-infringing; (iii) replace such products with noninfringing Products; or (iv) accept the return of such Products, granting Buyer a refund equal to the purchase price. (b) KAM shall have no liability to Buyer if any patent infringement or claim is based upon (i) a modification of the Products not approved by KAM; (ii) the interconnection or use of the Products in combination with other products or devices not made by KAM; or (iii) the use of Products in other than an application recommended by KAM. Buyer shall indemnify, defend and hold harmless KAM (and its employees, members, managers, officers, directors, subsidiaries, affiliates, successors, suppliers and agents) from all liabilities and costs, including attorneys’ fees and costs, resulting from any suit or proceeding based any of the foregoing exclusions or upon a claim that Products infringe upon the rights of a third party to the extent such claim arises from KAM’s compliance with Buyer’s designs, specifications or instructions. (c) The above states KAM’s sole liability for infringement of patents by its Products.
- REGULATORY REQUIREMENTS AND GOVERNMENT CONTRACTS: KAM makes no promise or representation that the Products will conform to any federal, state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by a duly authorized representative of KAM. If the Products are to be used in the performance of a government contract or subcontract, no government requirements or regulations shall be binding upon KAM, unless specifically agreed to in writing.
- CANCELLATION CHARGES: (a) Should Buyer cancel an order (or portion thereof) for standard Products, Buyer shall pay KAM cancellation charges within fifteen (I5) days from the date of invoice therefor as follows: 100% of the price of standard Products cancelled within sixty (60) days of scheduled shipment date; 75% of the price of standard Products cancelled less than ninety (90) days, but more than sixty (60) days of scheduled shipment date; or 50% of the price of standard Products cancelled less than one hundred twenty (120) days but more than ninety (90) days of scheduled shipment date. (b) Should Buyer cancel an order (or any portion thereof) for other than standard Products, Buyer shall pay KAM cancellation charges within fifteen (15) days from the date of invoice therefor in an amount equivalent to 100% of the price of such cancelled non-standard Products (regardless of when the cancellation occurs).
- CHANGES AND DRAWINGS: KAM reserves the right to change or modify the specifications, design, drawings and construction of any Products and to substitute other suitable material. If drawings are furnished, they are submitted only to show general style and arrangement of the Products.
- US EXPORT LAWS: KAM’s obligations are subject to the export administration and control laws and regulations of the US Government. The Buyer shall comply fully with such laws and regulations in the export, resale or other disposition of Products. Unless otherwise agreed in writing by a duly authorized representative of KAM, Buyer shall be responsible for, at its own risk and expense, any necessary export license or permit and any other approval or documentation which may be required for or in connection with the export or any Products. Buyer shall indemnify, defend and hold harmless KAM (and its employees, members, managers, officers, directors, subsidiaries, affiliates, successors, suppliers and agents) from all liabilities, damages, costs and expenses , including attorneys’ fees and costs, arising from or connected to any breach of Buyer’s obligations under this paragraph. Buyer shall execute any documents reasonably required by KAM for the purpose of complying with US laws and regulations. GENERAL PURCHASE ORDER TERMS & CONDITIONS REVISION DATE 10/05/2020
- NON-ASSIGNMENT: Buyer may not assign any of its rights or interest under this Agreement or sale without the prior written consent of KAM and any such attempted assignment shall be void.
- MISCELLANEOUS: (a) The sale of Products by KAM to Buyer and any of legal issues arising under or with respect to these terms and conditions shall be governed by the laws of the State of North Carolina, without regard to its conflict of laws provisions, and each party hereto submits to the exclusive jurisdiction of any state of federal court sitting in Iredell County, North Carolina in any action or proceeding permitted under or related to this Agreement. (b) The invalidity, in whole or in part, of any provision herein shall not affect the validity of any other provision herein. (c) Any representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on KAM. (d) No modification, amendment, rescission, waiver or other change in these terms and conditions shall be binding on KAM unless agreed to in writing by an authorized KAM employee. (e) Procured Product may not necessarily be manufactured under a quality system which is registered to ISO 9001. (f) KAM and Buyer are independent contractors, and their relationship is not one of principal and agent. No act or obligation of either party is in any way binding upon the other party. (g) No failure by KAM to enforce at any time any provision of these terms and conditions of sale shall be construed as a waiver of KAM’s right thereafter to enforce each and every such term and condition. (h) All notices and other written communications in connection with these terms and conditions shall be in writing and shall be sent by overnight courier service to a party at its address set forth on the reverse of this form, in the case of KAM to the attention of the General Manager or to such other address as may be specified by such party by notice in accordance herewith. KAM may terminate any obligation to Buyer with respect to the sale of the Products as set forth in these terms and conditions immediately by notice to Buyer if: (a) Buyer fails to make any payment on the date due or to accept delivery of any shipment; (b) Buyer makes an assignment for the benefit of creditors; (e) Buyer admits in writing its inability to pay its debts as they mature; (d) a trustee or receiver of all or a substantial part of Buyer’s assets is appointed by any court; (e) any bankruptcy or reorganization proceedings is instituted by or against Buyer; (f) Buyer becomes insolvent or unable to pay its debts as they mature; or (g) KAM has reasonable basis for insecurity with respect to Buyer’s performance of its obligations to KAM and Buyer fails to provide to KAM adequate assurance of Buyer’s performance within thirty (30) days of KAM’s demand for such assurance. KAM may also terminate any such obligation to Buyer on thirty (30) days’ notice for any failure of Buyer to comply with any other of its obligations contained in these terms and conditions; provided that such failure shall not have been corrected during such thirty day period. (j) The headings contained in this Agreement are included for mere convenience of reference and shall not affect the interpretation of this Agreement. (k) Buyer agrees to indemnify, hold harmless and defend KAM (and its employees, members, managers, officers, directors, subsidiaries, affiliates, successors, suppliers and agents) from and against any and all claims (whether based on contract, tort, strict liability or otherwise), judgments, liabilities, damages, losses, expenses and costs (including, but not limited to, court costs and attorneys’ fees) incurred or suffered by KAM which relate to or arise out of (i) Buyer’s or Buyer’s customer use, handling, installation, sale, distribution or disposal of the Products, or (ii) Buyer’s breach of any representation, warranty or obligation hereunder. Buyer shall defend any such matter with counsel reasonably acceptable to KAM and shall not settle any such matter except with the consent of KAM which consent shall not be unnecessarily withheld. If Buyer fails to promptly and diligently investigate and defend or settle any claim, then KAM shall have the right, at Buyer’s cost, expense and risk, from that time forward to have sole control of the defense of the claim and the terms of any settlement or compromise. (l) Whenever the Buyer provides material to KAM, all nonconforming material or process waste material shall be disposed by KAM without reimbursement to the Buyer unless specified differently in the Buyer’s purchase order.
- Foreign Corrupt Practices Act Contract Provision, Compliance with Laws/No Unlawful Payments: In the performance of this Agreement, Buyer shall comply with all applicable laws, rules and regulations, including but not limited to the United States Foreign Corrupt Practices Act. Buyer agrees it will not, and will not permit its subsidiaries, affiliates, and all of its and their directors, officers, employees and agents. directly or indirectly, to, offer, pay, promise to pay or authorize the payment of any money or give, offer, promise or authorize giving an)1hing of value to (a) any Foreign Official (as hereinafter defined) or (b) any other person, while knowing or having reason to know that all or a portion of such money or thing of value will he offered, given or promised, directly or indirectly, to a Foreign Official for the purpose of: (i) influencing any net or decision of such Foreign Official in his or her official capacity, including a decision to fail to perform his official functions; or (ii) inducing such Foreign Official to use his or her influence with a government or instrumentality to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business for or with, or directing business to, any person. For purposes of this provision, the term “Foreign Official” means any officer or employee of a government or any department, agency, or instrumentality thereof, or any corporation or other entity controlled thereby or any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, corporation or other entity, or candidate for political office. or any officer, employee or agent thereof.
QUALITY ASSURANCE CLAUSES (QA Clauses Revision Date 10/05/2020) QA Clauses are mandatory and applicable to all purchase orders issued by KAM Solutions An explanation of each QA Clause requirement is contained herein. Supplier audits may be performed at KAM Solution’s discretion to verify conformance to the stated quality requirements.
QA1 – NOTIFICATION OF CHANGES BY THE SUPPLIER During performance of the purchase order, the Supplier is required to give KAM Solutions written notice when making any changes for the following: manufacturing locations; change in key suppliers; owner & executive management; machines and equipment changes or changes in quality management personnel that have responsibility for quality of product or service furnished to KAM Solutions. KAM Solutions at its option, may elect to conduct an on-site evaluation to determine the impact of such changes on previous approvals or potential effect on product or service quality levels including name change.
QA2 – QUALITY SYSTEM Requirements shall be in effect for all suppliers who directly supply materials, items, services, and/or special processes to KAM Solutions for production parts. Suppliers must have an established, documented, implemented, and maintained a Quality Management System in accordance with the requirements of ISO9001:2015, AS9100/D and/or NADCAP. Suppliers not meeting the above Quality System requirements may be assessed at any time for reasons not limited to performance and may be liable for actual costs of the assessment. Suppliers will ensure that employees working on its behalf are competent and trained in accordance with the requirements.
QA3 – CONTROL OF RECORDS Records shall be established and maintained to provide evidence of conformity to the QC’s and revision date as stated on the purchase order. Records shall be legible, readily identifiable, and retrievable. Procedures shall be established to define the control necessary for the storage, protection, retention periods and disposal of records.
QA4 – RETENTION OF RECORDS Records such as Purchase Orders, Traceability, Approvals of Special Processes, Inspection & Test, Calibration Records and Non-Conforming Material shall be retained for 10 years unless otherwise specified on the purchase order.
QA5 – NON-CONFORMING MATERIAL Upon detection of any non-conformances or deviations to the purchase order requirements, the supplier, including all sub-tiers, shall notify KAM Solutions within 24 hours. Suppliers must receive approval for non-conforming material product disposition prior to continuing work on product. The supplier may be issued Root Cause Corrective Action as warranted. All nonconforming product (i.e. scrap) shall be rendered useless or destroyed beyond its usage. Y:\2100 Purchasing, Shipping & Receiving\KAM-2100-P05 KAM Solutions PO Quality Assurance Clauses Revision Dated October 5, 2020 Page 2 of 7 QA6 – SUPPLIERS USING SUB-TIERS KAM Solutions must be notified in writing when a sub-tier to the supplier will be used. Prior to proceeding, the supplier must provide to KAM Solutions Quality Assurance Manager, evidence that the requirements of this purchase order have been flowed down to the sub-tier.
QA6 – TRACEABLITY Traceability shall be maintained from receipt of raw material through finished product. Records and material must be identified by Job Number, material type, specification and applicable revision level, heat number, serial number, etc., as required to maintain traceability. In the event a document has been superseded, the latest revision of the superseding document shall apply.
QA7 – RIGHT OF ENTRY KAM Solutions, its customers, and regulatory agencies, have the right of entry, through prior notification, to determine and verify the quality of work, applicable records and materials at all facilities involved in the order.
QA8 – GOVERNMENT RATED CONTRACTS Rated orders are identified in the purchase order by a priority rating consisting of the rating – either DX or DO and a program identification symbol. Rated orders take preference over all unrated orders as necessary to meet required delivery dates. Among rated orders, DX rated orders take preference over DO rated orders. Suppliers are required to flow the rating to sub tiers for the item they need to fill the orders. This provision ensures that suppliers will give priority treatment to rated orders from contractor to subcontractor to suppliers throughout the procurement chain. Export Compliance – Some of the purchase orders issued by KAM Solutions are in support of government contract programs. The technical data provided by KAM Solutions for these programs is subject to the restrictions and regulations of either the International Traffic in Arms (ITAR) or Export Administration Regulations (EAR) jurisdiction. The supplier hereby represents and agrees that all technical data provided by KAM Solutions in support of these programs will be used in strict compliance with the regulations set forth in the ITAR or EAR regulations and solely used for the performance of the work hereunder. The supplier further agrees to implement any necessary procedures for restricting access to said technical data to U.S. Persons only. If during the performance of the contract, the supplier is required to provide such technical data, or part thereof, to a sub-tier supplier, the supplier may do so provided that the sub-tier supplier is considered to be a U.S. Person and that the supplier imposes all the same restrictions contained herein upon the sub-tier supplier. Disclosure and access to said technical data by a foreign national is subject to any restrictions or licensing requirements of the organization with jurisdiction over the program (ITAR or EAR). Supplier shall, upon completion of the contract hereunder, including any warranty period, ensure that any technical data is either destroyed or returned in whole to KAM Solutions.
QA9 – SPECIAL PROCESSING SUB TIERS When required by KAM or by KAM’s customers, suppliers shall use customer-specified sources. Ensure specification listed is being performed to the latest revision within 90 days of the latest change. Y:\2100 Purchasing, Shipping & Receiving\KAM-2100-P05 KAM Solutions PO Quality Assurance Clauses Revision Dated October 5, 2020 Page 3 of 7
QA10 – UNAUTHORIZED USE OF NONCONVENTIONAL MACHINING METHODS Unless otherwise specified on the engineering drawing, specification or purchase order, supplier or sub tiers shall not use any non-conventional manufacturing or processing methods, such as electrical discharge machining (EDM), electro chemical machining (ECM), laser or abrasive water jet cutting, flame spray coatings, etc., without proper written authorization from KAM Solutions.
QA11 – CURE DATES FOR ELASTOMERS/EXPIREABLES Elastomers – Unless otherwise specified on the purchase order or contract, cure date must be eight (8) quarters or less. Expireables (Paints, Primers, Adhesives, Epoxies, Sealants, etc.) – 100% -80% of shelf life must be remaining upon date of receipt at KAM Solutions.
QA12 – Supplier Sampling Plan KAM Solutions reserves the right to review and approve sampling plans and/or process controls used for product acceptance. Submittal of such plans and controls must be approved by KAM Solutions Quality Assurance Manager. At a minimum, a first piece inspection shall be completed and signed by an authorized quality representative. Supplier shall use 100% inspection, unless otherwise specified or agreed upon in writing by KAM. When requested by KAM or its customers, supplier will provide test specimens for inspection/verification, investigation and/or auditing purposes.
QA13 – ETHICS It is KAM Solutions policy to enter into supplier and sub-contractor agreements only with companies that have a demonstrated record of and a commitment to the highest ethical standards. The supplier shall conduct itself fairly, impartially and in an ethical manner and shall adhere to a reasonable code of ethical standards.
QA14 – PRODUCT SAFETY The supplier shall ensure product safety by ensuring robust Management of special requirements, critical items, and key characteristics. The supplier will ensure that employees are aware of their contribution to product conformity, product safety and the importance of ethical behavior. If there are concerns to product safety, the supplier shall communicate them to KAM Solutions.
QA15 – Counterfeit Parts The seller agrees and shall take reasonable actions to ensure that Counterfeit Parts are not delivered to KAM Solutions. Refer to AS6174 for guidance. Original Equipment Manufacturer (OEM) certification is required for each item delivered to ensure that the product provided is as specified on the purchase order. Material and part substitutions are not allowed. Y:\2100 Purchasing, Shipping & Receiving\KAM-2100-P05 KAM Solutions PO Quality Assurance Clauses Revision Dated October 5, 2020 Page 4 of 7
QA16 – Foreign Object Debris (FOD) Supplier is required to establish and maintain a Foreign Object Debris (FOD) prevention program that employs appropriate housekeeping practices.
QA17 – Packaging, Packing, Marking Requirements Material Handling: Parts/Materials shall be protected in all phases of processing to eliminate handling damage. Once raw materials begin their process into parts, part-to-part contact is prohibited. Care and use of protective devices shall be considered. Cleanliness: Ensure all parts/materials shipped to KAM Solutions are free from foreign material, debris and contaminates on all surfaces, particularly internal machined and cores passages and crevices, which may result in potential FOD. Part openings shall always be controlled during processing to prevent introduction of foreign objects. Storage: Storage facilities shall be provided as necessary to isolate and protect KAM Solutions materials pending use or shipment. Condition of material in stock shall be assessed for degradation periodically. Preservations: When preservation of parts/materials is a requirement, of the drawing, fluids shall be checked regularly for contaminates and maintained free from contaminates through the use of filtering or replacement of the fluids. Packaging: Packaging methods shall take into consideration the weight, physical configuration, and method of transportation to preclude damage to parts. Ensure packing materials do not induce FOD to parts or assemblies.
QA18 – Confidentially, Agreement By accepting the Terms of a KAM Solutions Purchase Order, the supplier agrees to adhere to the confidentiality agreements stated herein. “Confidential Information” considered confidential may include but not limited to: 1. Customer supplied documentation/records. 2. Customer supplied product/property. 3. Customer furnished data used for design, production and /or inspection. No Use – Supplier agrees not to use Confidential Information in a way or to manufacture, test and/or distribute any product embodying Confidential Information, except for the purpose set forth in this Purchase Order. No Disclosure – Supplier agrees to use its best practices to prevent and protect Confidential Information, or and part thereof, from disclosure to any persons other than suppliers employees having a need for disclosure in connection with the suppliers authorized use of Confidential Information and production/process activities. Cyber Security – Supplier is required to follow policies and procedures for cyber security-based industry standards (e.g. ISO2700, NIST 800-35) when sensitive information is shared. Protection of Secrecy – Supplier agrees to take all steps necessary to protect the secrecy of the confidential, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. Terms and Termination – The obligations of this agreement shall be continuing until the confidential Information disclosed to suppliers is no longer confidential. Y:\2100 Purchasing, Shipping & Receiving\KAM-2100-P05 KAM Solutions PO Quality Assurance Clauses Revision Dated October 5, 2020 Page 5 of 7
QA19 — Substance Regulations Keselowski Advanced Manufacturing (KAM) is required to comply with an increasing number of substance regulations (REACH, RoHS, Conflict of Minerals) around the world in order to sell our products. We ask that our supplier’s and their sub-tier/subcontractors be observant and fully comply with these relevant regulations. The supplier shall have in place a Supply Chain Policy to undertake reasonable inquiries into the country of origin of conflict minerals incorporated into product/services it provides to Keselowski Advanced Manufacturing (KAM). The supplier shall also notify KAM, without delay, should substances contained in deliverables to KAM be considered substances of very high concern (SVHC). The supplier shall ensure all goods comply with the requirements on restrictions and use of certain hazardous substances in electrical and electronic equipment (RoHS).
QA20 – CERTIFICATE OF CONFORMANCE Each shipment shall be accompanied by (1) legible and reproducible copy of a Certificate of Conformance that includes: 1. Suppliers name and address. 2. KAM Solutions purchase order number. 3. Quantity shipped. 4. Country of Origin 5. KAM Solutions part number and vendor part number (if applicable) and revision number. 6. Serial Numbers, Batch Numbers, Cert Numbers, Heat Numbers or Cure Dates (as applicable). 7. Signature and Title of Authorized Representative. 8. The Certificate of Conformance must contain a statement that all inspections, processing and tests have been performed as required and meet the drawing requirements and/or purchase order. 9. Products controlled by heat numbers, cert. numbers, batch numbers or cure dates must be linked to the certificate of conformance by the controlling number. 10. An original signed Certificate of Conformance with the title of the Authorized Representative must be submitted with each shipment. 11. KAM Solutions requires that when a part is ready to ship to KAM Solutions, your Quality Department will scan the certifications and email it to: certs@kamsolutions.com The cert package shall be named as follows: Part Number.Purchase Order. Packing Slip. Date (123456789.123456.12345.08182020)
QA21 – CALIBRATION SYSTEM Calibration suppliers shall have a Quality Management System that is registered to ISO/IEC17025 or ANSI/NCSL Z540. All calibration certifications must specifically state traceability to a NIST standard.
QA22 – DIMENSIONAL FIRST ARTICLE INSPECTION KAM Solutions requires full compliance to SAE AS9102 using the latest revision, “Aerospace First Article Inspection Requirement. The supplier shall provide a copy of the Ballooned Drawing with each characteristic and/or requirement clearly marked with unique identifier number. The number may be circled or boxed for easy visual identification. Y:\2100 Purchasing, Shipping & Receiving\KAM-2100-P05 KAM Solutions PO Quality Assurance Clauses Revision Dated October 5, 2020 Page 6 of 7
QA23 – SUPPLIER PERFORMANCE REQUIREMENTS KAM Solutions monitors Supplier Performance and provides Key Performance Indicators (KPI) used to evaluate suppliers. While KPI’s Metric below is a targeted goal for acceptable performance, it is expected that KAM Solutions suppliers will strive for continuous improvement to meet ZERO DEFECTS for Quality and 100% On-Time Delivery. Supplier Performance shall be monitored by measuring Part Acceptance, On-Time Delivery and Supplier Corrective Actions. Acceptable Quality Performance 98% Number of Defective Parts/Number of parts received Acceptable Delivery Performance 90% 10 days early. 0 days late. Purchase Order line item quantity on time/Total Purchase Order line item quantity due Example: 93 of 100 parts accepted, 1 of 10 shipments was late and the supplier received 1 Corrective Action. Part Acceptance 93/100 93% On-time Delivery 1/10 90% Subtotal 92% Supplier Corrective Action One SCAR – Deduct one (1%) for each SCAR 1% Target is 95% 91% Quality KPI metric is calculated monthly. Suppliers with a total score below 95% shall be notified. In addition to these performance metrics, the supplier is also responsible to provide timely corrective action plan for unacceptable Quality and Delivery Performance. A supplier may be unapproved until an acceptable corrective action plan is received, reviewed, and approved by KAM Solutions. A supplier that fails o show improvement may be removed form the approved suppliers list.
QA24 – PREFERENCE FOR DOMESTIC SPECIALTY METALS. The seller agrees to incorporate into any articles to be delivered under this purchase order specialty metals melted in the United States, its possessions, or a qualifying country. Specialty metals are defined in: Defense Federal Acquisition Regulation Supplement DFAR 252.225-7009 and its Alternate 1, restrictions on Acquisition of Ball and Roller Bearings in DFAR 252.225-7009, and Qualifying Countries are listed in DFAR 225.872-1(a). In addition to information related to this purchase order, and as a minimum, certification for specialty metals shall include the following: 1 Raw Materials Suppliers: a. Material Specification. b. Origin or name and location of melting facility. c. Lot, heat, or batch number. 2 Fasteners Statement: “This shipment of product contains DFAR Compliant Material” Y:\2100 Purchasing, Shipping & Receiving\KAM-2100-P05 KAM Solutions PO Quality Assurance Clauses Revision Dated October 5, 2020 Page 7 of 7 3 Needle and Roller Bearings Suppliers Statement: “This shipment of product contains DFAR Compliant Material” 4 Source Control Design Suppliers Statement: “This shipment of product contains DFAR Compliant Material” NOTE: By order of the Under Secretary of Defense on January 29, 2008, DNADs for fasteners and needle roller bearing are to be canceled and therefore no longer applicable. END OF QUALITY (QA) REQUIREMENTS REVISION
RECORD CHANGES 10/05/2020 Retired old Purchase Order requirements. Introduced Quality Assurance (QA) Clauses QA1 thru QA24