DIVAERO

Thank you for your contribution to DIVaero’s success. As a requirement of doing business with some of our valued customers, it is necessary to stipulate certain flow down expectations of our customers. The term supplier in this document refers to any provider of materials or subcontracted services that adds value or verifies product acceptability. If you have been directed to this document, the following terms and conditions apply. Acceptance of a Purchase Agreement from DIVSYS Aerospace & Engineering LLC assumes that you have reviewed and agree to the following:

1. Right of access: By accepting the DIVaero Purchase Agreement, the supplier agrees to allow DIVaero, their customer, regulatory authorities, or DIVaero representative access to the supplier’s facility to verify product and product verification records.
2. Product verification records: When required in the Purchase Order, Certificates of Conformity will be provided. These certificates will state that the supplier has records on file of its verification of product specifications and that those records are available to DIVaero if requested. In addition, the supplier will provide First Article and Inspection records, if requested.

   Special Process Certification
   Special processes (processes that cannot be readily inspected or tested). Per purchase orders, a certification shall be issued with each shipment and must state that special process demonstrates compliance with the drawing requirements, specifications, or purchase order. The certificate shall contain the signature of an authorized representative of the supplier.

   PCB Assembly Verification
   Per purchase orders, a certification shall be issued with each shipment and must state that the product demonstrates compliance with the drawing requirements, specifications, DIVaero documentation, applicable regulations, applicable standards, and / or purchase order. The certificate shall contain the signature of an authorized representative of the supplier. Approval of Traveler and/or Work Instructions is required prior to processing in manufacturing.

3. Approved sources: When specified in the purchase order, the supplier agrees to use sources that are approved by DIVaero and/or its customers. The supplier shall flow down to any approved sub-tier suppliers the applicable requirements in the purchasing documents, including key characteristics where required. Purchase Agreements that reference GEA usage will comply with applicable GE Aerospace requirements stated in the most current version of GE S1000 Guidelines
4. Identification and traceability: The supplier will adequately mark all product and shipping documentation in a manner that will provide traceability to the DIVaero purchase order number, product verification records including the identity of the individual releasing the products to DIVaero, raw material certificates of compliance from the source or an ISO 17025 accredited laboratory, if requested. Identification of materials shall include, as applicable, but not limited to the following types of information: lot number, date codes, specification, etc. In any case, supplier shall record sufficient identification information to adequately identify material.
5. Configuration Management is critical to support AS9100 customers. Suppliers are to exercise proper revision level control and have documented evidence of changes. Supplier shall maintain proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other technical data. Supplier shall notify DIVaero Purchasing immediately of any changes to the characteristics or configuration of the product and/or processes used to manufacture the product. A First Article Inspection maybe required by DIVaero to validate and verify compliance to specifications upon notification of change.
6. FOD control: The supplier will assure that parts / products are free of dirt, debris or foreign substances that may be in part cavities or on surfaces.
7. Packaging: Parts or materials will be packaged in a manner that will protect them from loss, transit damage, or exposure to dirt, the elements, or foreign substances. For ESD sensitive items, packaging will include ESD bags and labels.
8. Retained records: The supplier will maintain records as required by the purchase agreement. Records will be retained and secured for a period defined by DIVaero or its customer. If a retention period is not specified in the purchase agreement, product records shall be readily accessible, without damage for a period of 7 years. ITAR Gerber Files / Tooling Files shall be retained in useable format for not less than 7 years from last fabrication date.
9. Nonconforming Product Notification: Suppliers will notify DIVaero immediately if nonconforming product may have been released and acquire DIVaero consensus for the proper disposition of the nonconforming product. DIVaero may require corrective and preventative action and/or root cause analysis as requested.
10. Counterfeit Policy: Prevention of Counterfeit Parts Policy is incorporated into every DIVaero purchase order (PO), as if it were included in the text of the PO. By accepting any DIVaero PO, Provider accepts the terms of this Policy. This Policy overrides and takes precedence over any conflicting terms of any such document or any other document referenced therein. “Provider” refers to the person or entity selling goods to DIVaero.

Provider represents and warrants each of the following to DIVaero:

• That only new and Authentic materials are used in goods delivered to DIVaero.
• That the goods delivered or sold to DIVaero contain no Counterfeit Items.
• That Provider shall only purchase materials or goods for resale to DIVaero from Authorized Sources.
• DIVaero shall have the right to inspect and test all goods provided to DIVaero before or after acceptance.
• Provider agrees to promptly provide DIVaero with documentation authenticating traceability of all goods sold to DIVaero to the applicable original manufacturer for a period of up to 7 years from DIVaero’s receipt of a good from Provider.
• Provider agrees to flow down the requirements of this Policy to any subcontracted goods.
11. Notification of Changes: The supplier will notify the DIVaero purchaser and acquire prior approval if they intend to move their manufacturing location, change their manufacturing process, or use a new material, source, or outsourced process.
12. Calibration: The supplier shall maintain a documented calibration system in accordance with ISO-17025 traceable to NIST Standards for the control and maintenance of measuring and test equipment. DIVaero may request documented evidence of controls.
13. Awareness: Suppliers are hereby reminded that the final product is an aerospace product; that product conformity is affected by process risk and ethical behavior and that the quality of the supplier’s product will impact the safety of the final product. Suppliers are therefore required to internally reinforce individual awareness of their contribution to the overall system of supply chain quality control.
14. Export / Import / ITAR Compliance: Warning:
    Information furnished to supplier under this purchase contract may contain data subject to U.S. Export Laws and Regulations. Supplier is advised that such data may not be exported or re-exported to foreign persons, employed by or associated with, or under contract to supplier or supplier’s lower-tier suppliers, without the prior written consent of DIVaero, and under the authority of an export license or applicable license exemption. If such data is marked as export controlled, supplier shall indemnify and hold buyer harmless from and against any and all claims, liabilities and expenses resulting from suppliers’ failure to comply with the Export Laws and Regulation of the United States. DFARS 252.225-7048 Export-Controlled Items.
15. Customer special requirements: Acceptance of the purchase agreement means that the supplier agrees to these terms and conditions, as well as any additional flow down or special requirements stated in the purchase agreement. Special attention to be given to all items listed as Critical to Quality (CTQ).
16. Requirement to inform employees of whistleblower rights (SEP 2013):
    1. The Contractor shall inform its employees in writing, in the predominant native language of the workforce, of contractor employee whistleblower rights and protections under 10 U.S.C. 2409, as described in subpart 203.9 of the Defense Federal Acquisition Regulation Supplement.
    2. The Contractor shall include the substance of this clause, including this paragraph (b), in all subcontracts. (End of clause)
17. DFARS 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support.
18. DFARS 252.225-7001 Buy American and Balance of Payments Program.
19. DFARS 252.225-7002 Qualifying Country Sources as Subcontractors.

If you have any questions about these terms and conditions, please contact the DIVaero buyer who issued the Purchase Agreement.