All Purchase Orders (“PO”) issued by Helander Metal Spinning Company (“HMS Co.”) are subject to the following Terms and Conditions.

Supplier ensures, with the acceptance of this Purchase Order, that persons are aware of their contribution to product or service conformity including their contribution to product safety and the importance of ethical behavior.

The Supplier warrants that in the performance of this PO compliance with all applicable statutes, rules, regulations, and orders of the government and any of the state or political subdivision thereof, and agrees to indemnify HMS Co. against any loss, damage, cost, or liability by violation of this warranty.

Communication to Helander Metal Spinning Company should be made to the Account Manager. If communication is handled in a non-written/electronic format, a transcript should be provided in a written/electronic format, as requested.

Any contracts pursuant to the Terms and Conditions shall be interpreted in accordance with and governed by the laws of the State of Illinois.

Helander Metal Spinning Company shall communicate all requirements for the processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions).

Any contracts pursuant to the Terms and Conditions shall be interpreted in accordance with and governed by the laws of the State of Illinois.

Helander Metal Spinning Company shall communicate all requirements for the processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions).

Helander Metal Spinning Company reserves the right of final approval of product, procedures, processes, and equipment.

Any contracts pursuant to the Terms and Conditions shall be interpreted in accordance with and governed by the laws of the State of Illinois.

Helander Metal Spinning Company shall communicate all requirements for the processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements, work instructions).

Helander Metal Spinning Company reserves the right of final approval of product, procedures, processes, and equipment.

1. Process Control: Specific controls shall be established, defined in writing, maintained and recorded by Supplier on all manufacturing processes. Supplier in the course of continued manufacturing of the product, shall not make any changes to any of the operating or control parameters associated with the processes without written approval from HMS Co.
2. Quality Management System (“QMS”): Supplier shall maintain an HMS Co. compliant QMS, demonstrating compliance with all applicable ISO 9001requirements.
   1. If a Supplier is ISO 9001 or AS9100 certified and/or NADCAP accredited they will be prequalified and monitored for their first order.
   2. If Supplier is not certified through a nationally recognized certification body, Supplier must be audited by HMS Co. to verify adherence to a compliant Quality Management System that includes:
      1. Process Control: Demonstrate the ability to control the processes required by the PO.
      2. Equipment Calibration/Verification: Provide objective evidence that inspection equipment is accurate and calibrated at a predetermined frequency.
      3. Competency: Objective evidence that the personnel performing the process is qualified.
   3. If a Supplier does not maintain their QMS or repeatedly fails to respond to nonconformance issues they will be removed from the Approved Supplier List.
3. Supplier Required Notifications: The Supplier shall notify HMS Co.:
   1. To review any relevant changes to processes, suppliers, and facilities before changes are implemented. The Supplier shall wait for approval from HMS Co. and HMS Co.’s customers, when necessary, before processing any parts with the proposed changes.
   2. Within 24 hours of discovery of nonconformity, regardless of whether it be prior, during, or after receipt of the product.
   3. If on-time delivery cannot be met, Helander Metal Spinning Company must be notified in advance.
      1. Failure to meet delivery terms may result in specific actions, including but not limited to: delayed payment, removal of the Supplier from the Approved Supplier List, and legal action.
4. Supplier Performance Monitoring: Helander Metal Spinning Company’s quarterly Supplier Performance Evaluations review specific metrics and data that includes but is not limited to:
   1. Nonconformance Material Reports
   2. Supplier Corrective Actions
   3. Receiving Reports
   4. Suppliers are placed on probation if they have more than one nonconformance in a 30-day period.
5. Nonconforming Material: Supplier shall maintain a system for the control, segregation, and identification of nonconforming product. When nonconforming material is discovered, the Supplier must:
   1. Identify nonconforming parts clearly with tags, including statement of drawing characteristic, location and actual description of the nonconformity.
   2. Notify HMS Co. of nonconforming product within 24 hours of discovery of such nonconformity, regardless of whether it be prior, during, or after receipt of the product.
   3. Obtain written HMS Co. approval for nonconforming product disposition. All parts that are dispositioned as nonconforming must be identified with a discrepant part tag or other means of identification.
   4. Notify HMS Co. of changes in product and/or process, changes of Suppliers, and changes of manufacturing facility locations.
   5. Requests for corrective action must be answered within the time period specified.
6. Corrective Action Report (“CAR”): Helander Metal Spinning Company may require a Corrective Action Report from its Suppliers when nonconforming material/product/service is discovered. Specific actions may be implemented where timely and/or effective corrective actions to a Supplier issue are not achieved. These actions may include, but are not limited to: delayed payment until the issue is resolved, removal of the Supplier from the Approved Supplier List, and legal actions.
7. Counterfeit Parts: Suppliers shall plan, implement, and control their process for the prevention of counterfeit or suspect counterfeit parts from use or inclusion into the product in accordance with AS9100 standard 8.1.4 Prevention of Counterfeit Parts. Suppliers shall immediately notify HMS Co. with the pertinent facts if the Supplier becomes aware of or suspects that counterfeit parts may have been used in a product delivered to Helander Metal Spinning Company.
8. Change Control (Supplier Changes): The Supplier shall not make any changes to the approved PO of the product or service to specified requirements, unless HMS Co. provides, in writing, official revised documentation. Supplier shall maintain a change control system to ensure all changes to drawings, specifications and/or test methods are incorporated. When the Supplier’s drawing number and revision change level are specified on an HMS Co. drawing, products must conform to both Supplier’s and HMS Co.’s drawings at the revision change levels shown. Supplier’s requested changes to drawings and processes must be transmitted to HMS Co. with sufficient data to enable a complete evaluation of the request. Changes shall not be incorporated until authorized, in writing, by HMS Co.
9. Identification: All product supplied to HMS Co. shall be identified in accordance with PO and/or drawing requirements including identification of key, critical, and special characteristics. Material certificates, Certificates of Conformity, and/or supporting documentation are required. If serial numbers are required by HMS Co. specifications or drawings, they shall be nonrecurring and the Supplier shall maintain records of their application.
10. Special Process Certifications: When HMS Co. drawings and/or specifications require special processes, a certification is required for each special process, including the source performing the process. All special processes must be performed by qualified persons.
11. Certificate of Conformance (“CoC”): Supplier must submit a Certificate of Compliance, in an acceptable industry‐standard format, to certify that the material and processes used to fulfill the PO meet all specified requirements. The necessary documentation and test data must be on file to substantiate the CoC. The CoC must include as a minimum and applicability: Supplier’s name and address, HMS Co. PO number, part number, batch/heat number(s), quantity in shipment, authorized name and title (typed and signed), date the CoC was issued, and statement of conformance referencing the specification (including revision).
12. Material Safety Data Sheets (MSDS): The Supplier must supply an MSDS with the material, if applicable. If data is not immediately available, forward MSDS data form to HMS Co. within 10 days of receiving the order.
13. Source Inspection: HMS Co. shall have the right to inspect product at Supplier’s facility as part of or in addition to its receiving inspection activity. Acceptance of parts by source inspection does not preclude subsequent return of the product if further inspection detects nonconformances. HMS Co. shall notify Supplier at least 24 hours prior to a source inspection request.
14. Flow Down: All specifications flowed out to the Supplier are to be interpreted to the most current revisions unless otherwise specified. Customer specific specifications on specific processes will be detailed on the PO and/or drawing. Flow down to the supply chain the applicable requirements including all Purchase Order requirements and key characteristics to the Supplier’s sub‐tiers of any approved outsourced products or services is required.
15. Control of Suppliers’ Sub‐Tier(s): Supplier shall be wholly responsible for conformance to requirements of materials and services purchased from Supplier’s Sub‐Tiers. Supplier shall assure and certify their Sub Tiers’ performance via inclusion in Supplier’s CoC to the requirements of applicable specifications found in all drawings and part documentation.
16. Sampling Procedures: When performing less than 100% inspection, sampling procedures shall be based upon a plan approved by HMS Co. Quality Control and customer requirements, if applicable.
    1. First Article Inspection (“FAI”), 100% inspection of all features for new, revised, and repeat parts in production and written acceptance of product may be required.
17. Tooling, Gauging & Test Equipment: Supplier shall maintain suitable tools, gauges and test equipment for fabricating, measuring and testing for conformance. Supplier shall maintain a system for periodic inspection & calibration of the test equipment traceable to the National Institute of Standard Technology (“NIST”). All calibration certificates must identify standards used and be traceable to NIST.
18. Packaging, Preservation, & Shipping: The Supplier shall provide effective damage‐avoidance packaging. Parts shall be properly protected, from initial receipt of WIP parts, through shipment to HMS Co. to prevent damage, contamination and deterioration. Supplier’s personnel shall be trained and have knowledge of this clause including all instructions regarding special handling requirements, as applicable. Raw material shall be protected against corrosion or rust during manufacturing, storage and shipment. Supplier must use the carrier and mode of transportation identified on the PO or unless otherwise authorized, in writing, by HMS Co.
19. Receiving Inspection: HMS Co. performs receiving inspections to review count, kind, condition and documentation of Supplier products/capabilities to ensure items meet purchasing requirements. These requirements may include:
    1. Verification of the Certificate of Conformity (CoC), or other certifications.
    2. Products are inspected to ensure they meet requirements (dimensions, etc.) and the results are recorded, as appropriate.
    3. All special processes (plating, heat treat, etc.) where the compliance cannot be verified by HMS Co., inspection will require Certificate of Conformity (CoC) or applicable certification documents.
    4. Acceptance shall be at HMS Co.’s facility or otherwise specified on the PO. Any parts determined as nonconforming may be returned to Supplier for rework at the Supplier’s expense.
20. Record Retention: Supplier shall maintain on file and make available to (upon request) Helander Metal Spinning Company, its customers and/or regulatory authority, all quality data/records such as certificates of material and/or processes, acceptance test reports, inspection records, control plans and other applicable quality control data for a minimum of 20 years (or longer if detailed on the PO) from completion of purchase order that directly affects the quality of parts/capabilities ordered by Helander Metal Spinning Company.
21. Right of Access: Right of access by Helander Metal Spinning Company, our customer, and regulatory authorities, to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records to include verification and validation on site, as defined on the Purchase Order and arranged with the Supplier.
22. Mercury Free Material: Material furnished under the PO must be certified as “Free of Mercury” in any form. Mercury bearing instruments and/or equipment, which may cause contamination, shall not be used in the manufacture, assembly or testing of these materials. This requirement must be passed on to Sub‐Tier Suppliers.
23. Conflict Minerals: All parts must comply with Section 1502 of the Dodd‐Frank Wall Street Reform and Consumer Protection Act (“Act”) regarding the sourcing of tantalum, tin, tungsten and gold from certain mines within the Democratic Republic of Congo (DRC) or adjoining countries, as defined in the Act. All necessary steps must be taken to implement conflict‐free sourcing, wherever possible.
24. ITAR & EAR: All drawings and accompanying documents provided, if any, may contain information subject to the International Traffic in Arms Regulations (“ITAR”) and/or the Export Administration Regulation (“EAR”). Transfer of any technical data, by any means, to a foreign person or foreign entity, whether in the United States or abroad, without first complying with the export license requirements of the ITAR and/or the EAR is against the law and in violation of the terms of any PO. By agreeing to accept any order, Supplier certifies to HMS Co. that Supplier has not violated any ITAR and/or EAR laws in the fulfillment of this order or any subsequent or previous order.