Seller shall maintain an International Organization of Standards ("ISO"), Aerospace Standard ("AS") or Military Standard equivalent quality system acceptable to Buyer for the Items (including “items” and “Work” as such terms may be used in this PO’s definitions) covered herein. Widely recognized Government or Industry Quality System standards should be used as guidelines. Upon Buyer’s request therefor, Seller shall provide to Buyer documentation that describes Seller’s System.

Seller shall provide and obtain for Buyer, Buyer’s Customers, and appropriate regulatory agencies access to any and all facilities, including those facilities of Seller’s subcontractors, where work on Items is being performed or is scheduled to be performed under this Purchase Order (“PO”). Buyer shall have right to perform in-process inspection, audits, and system surveillance at Seller and Seller’s subcontractors’ facilities as part of verification of conformance to the requirements of this PO.

Work under this PO is subject to Buyer's periodic audit of Seller's compliance with Seller’s internal procedures and other documents applicable to this PO. Seller shall provide, at no cost to Buyer, Government or appropriate regulatory agencies, suitable facilities at Seller and Seller’s subcontractors’ manufacturing locations for Buyer, Government, and regulatory agency representatives to perform compliance verification. Seller shall include the provisions of this paragraph B in each purchase order, if any, with each of its subcontractors where work is being performed or is scheduled to be performed in connection with this PO, and shall require that this paragraph B is inserted in all subcontracts at every tier.

Seller shall maintain complete records of all manufacturing, inspecting and testing in connection with the Items. At Buyer’s election, such records shall be made available to the Buyer, Buyer’s Customers and/or appropriate regulatory agencies during the performance of this PO and for at least three(3) years after completion of this PO or for such longer periods, if any, as may be specified elsewhere in this PO. Upon Buyer’s request therefor, Seller shall forward such records to Buyer at no cost to Buyer.

Control and Processing Nonconforming Material and Corrective Action

Seller shall implement and maintain a system, which provides for identification, documentation, segregation and disposition of nonconforming material and shall ensure effective, positive corrective action is taken (including repetitive nonconformances dispositioned “Use As Is” by Buyer’s or Seller’s material review board [“MRB”]actions) to prevent, minimize, or eliminate nonconformances. Seller’s system shall ensure that non-conforming material is not used for production purposes.

Seller shall maintain records of all nonconforming material, dispositions, assignable causes, corrective actions, and effectiveness of corrective actions for the period specified in this PO.

Seller shall evaluate each nonconformance for its potential to exist in previously produced or delivered Items. If a nonconformance exists, Seller shall notify Buyer, in writing, within 24 hours for issues impacting safety, and, in writing, within 5 working days for all other issues.

Buyer shall forward requests for corrective action, if any, to Seller when unsatisfactory performance by Seller and/or any of its subcontractors is detected by Buyer. Seller shall respond to all Buyer requests for corrective action. When requested by Buyer, Seller shall provide trend data and findings for Buyer returned Items.

Seller shall assess all Buyer identified nonconformances and take the appropriate actions to ensure causes of nonconformance are corrected. If Seller is unable to verify or duplicate the nonconformance or refuses responsibility for the nonconformance, Seller shall notify Buyer.

If Seller does not respond within 30 days of receipt by Seller of the nonconforming Item, Seller shall be deemed to have accepted responsibility for the identified nonconformance.

.Material Review Authority

A. Material Review Authority (MRA) for Seller-Designed Items
Seller has Material Review Authority, except for nonconformances, which affect a parameter controlled by Buyer drawing or specification, which affect form, fit, function, interchangeability or reliability. Seller shall submit dispositions of nonconforming Items, if any, regarding any such parameter(s) to Buyer for approval.

B. MRA for Buyer-Designed Items
Seller dispositions are limited to scrapping of Items, eliminating the nonconformance by rework to engineering, or returning to vendor. On Items of Buyer design, Seller shall document nonconforming Items for submittal to Buyer’s MRB for dispositions as required by this PO. Seller’s continued processing, prior to Buyer’s MRB disposition, of any Buyer- designed Items containing a nonconformance prior to Buyer’s MRB disposition will be at Seller’s risk.

C. Additional MRA Requirements for Buyer-Designed Items
If seller has written delegated MRA, on Buyer-designed Items, Seller shall exercise such MRA except for nonconformances of a parameter that affects form, fit, function, interchangeability or reliability.

D. Material Review Board Submittals
All submittals for Buyer MRB disposition of Seller or Buyer- designed Items or requests for MRA shall be submitted in accordance with Buyer instructions.

Seller shall not incorporate any nonconforming Items into any product, process, procedure or data that affects a parameter controlled by Buyer drawing or specification or has an effect on form, fit, function, interchangeability or reliability unless and until Seller has received prior written approval from Buyer.

Buyer and Buyer’s customers shall each have the right to refuse to accept any nonconformances. When Government source inspection is a requirement of this PO, and Buyers customer has delegated MRA to Sellers cognizant Government source representatives, Seller shall submit material review dispositions to Seller’s local Government representative for concurrence.

General Requirements

Calibration
Seller shall maintain a calibration system that is compliant with the requirements in ISO 9001, ISO 10012-1, MIL-STD 45662A, or ANSI 2540.

Product Certifications and Acceptance
Seller shall prepare a Certificate of Conformance (C of C) statement that states items provided under this PO meet all applicable requirements. This C of C shall be included with Seller’s shipping document to Buyer.

When Buyer’s Customer requires source inspection, Seller shall obtain objective evidence of Buyer’s Customer representative’s inspection by signature and title or by stamp on any shipping documents required by this PO.

Changes to Seller’s Operations
Seller shall notify Buyer, in writing, of any change in status of its quality system as a result of any Government or regulatory agency action.

Seller shall also notify Buyer, in writing, upon any relocation or transfer of manufacturing operations, or change in any organization or procedure that could impact Item quality.

Selection and Control of Seller's Sub-tier Sources
Seller's quality system shall include procedures for determining the capability of sub-tier suppliers, prior to issuance of Seller's PO.

When the Seller performs a Quality System Survey or Evaluation for a sub-tier supplier facility, the results of each survey or evaluation shall be documented.

Seller is responsible for ensuring all materials, services and components it procures for incorporation into the Items conform to all requirements of this PO.

Seller shall define and establish a program for determining the need for periodic re-audit or re-evaluation of Seller's sub-tier suppliers.

Prior to production and award of subcontracts, Seller shall institute a program that will ensure control of the quality of all Items procured by Seller in support of this PO.

Seller shall include the applicable portions of this PO in each of its purchase orders, if any, with each of its subcontractors where work is being performed or is scheduled to be performed in connection with this PO and require that, where applicable, such portions are inserted in all subcontracts at every tier.