Terms & Conditions

1. Acceptance

Wescon Industries Inc. (Seller) acceptance of the purchase order is expressly made Conditional on buyer’s acceptance of the following terms and Conditions of sale, which are in lieu of any additional or Different terms contained in buyer’s purchase order or other Document or communication pertaining to buyer’s order or the Goods sold. Buyer’s assent to the terms and conditions Contained in this document shall be conclusively presumed From buyer’s acceptance of all or any part of the goods or From payment by buyer for all or any part of the goods. None Of these terms and conditions may be added to, modified, Superceded or otherwise altered, except by a written Instrument signed by an authorized representative of seller. The failure of seller to object to any terms or conditions Which may be contained in any document or form from buyer Shall not be construed as a waiver of these conditions, or as An acceptance of any such terms and conditions.

2. Payment Terms

The payment terms are net thirty (30) days from the date of this invoice. Any payments not made within thirty (30) days of the date of this invoice shall be subject to a late payment charge of one percent (1%) per month (compounded) on the unpaid balance of any amount then due.

3. Taxes

The quoted purchase price may be increased to the extent that Seller’s cost of the product sold hereunder increases as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, state of municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, Buyer agrees to pay any excises, levies or taxes which Seller may be required to pay or collect, under any existing or future law, with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods covered hereby, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.

4. Warranty

Seller warrants that the goods supplied under this invoice (the “goods”) shall Conform to the description stated on the reverse side hereof. The foregoing Warranty is seller's sole warranty with respect to these Goods. All other warranties, express or implied, including but Not limited to the implied warranties of merchantability and Fitness for a particular purpose, are hereby disclaimed. Seller's liability for breach of warranty hereunder is limited Solely to the replacement of the defective goods, which shall Be returned to seller's plant, transportation charges prepaid By buyer; and the failure to give notice of a warranty claim Within ten (30) days from date of delivery shall constitute a Waiver by buyer of all claims with respect to such goods. The Foregoing shall constitute the sole remedy of buyer and the Sole liability of seller under this warranty.

5. Limitation of Liability

Seller's liability to buyer, whether in contract, in tort, under Any warranty, in negligence or otherwise, shall not exceed in Any case the return of the amount of the purchase price paid by Buyer and under no circumstances shall seller be liable for Special, direct or consequential damages to buyer. The price Stated for the goods is consideration for limiting seller's Liability. No action, regardless of form, arising out of the Transactions under this invoice may be brought by buyer more Than one (1) year after the date of this invoice. Without limitation of the foregoing, in no event will seller be Responsible or liable for (a) penalties or penalty clauses of Any description, or (b) indemnification of buyer or others for Costs, damages or expenses arising out of or related to the Goods other than as expressly stated herein.

6. Claims

Claims by Buyer for shortages or errors in delivery must be made within five (5) days after the delivery of the Goods. Goods are sold subject to the standard manufacturing practices of Seller's suppliers. Goods purchased on the basis of weight are subject to customary quantity variations recognized by practice in the industry.

7. Returns

No Goods shall be returned for credit without first obtaining written consent from an executive officer of Seller. All returns shall be subject to a restocking fee of up to twenty-five percent (25%) at Seller’s sole discretion.

8. Shipment

Delivery terms are either F.O.B. Houston, TX, United States or Lake Forest, CA United States or as otherwise specified on the reverse side of this document. In all cases, Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of Seller’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the Goods and Seller makes no warranties, express or implied as to the dates of deliver of said Goods.

9. Security Interest

Shipments, deliveries and performance of work by Seller shall at all times be subject to the approval of and requirements of the credit department of Seller, including the requirement that Buyer the purchase price in advance. Seller retains a purchase money security interest in all Goods not paid for in full, notwithstanding that the goods have been delivered to Buyer, and Buyer hereby authorized Seller to execute and file financing statements describing the Goods, and other document which may be requested by Seller to evidence its security interest.

10. Cancellation

Orders accepted by Seller are subject to cancellation by Buyer only upon the express written consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay Seller: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by Seller, in addition to a reasonable profit to Seller on the entire contract.

11. Indemnification

In addition to the foregoing, Buyer agrees to save and hold Seller harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, from use of the goods supplied by Seller by Buyer or Buyer’s customers, agents, employees or invitees. This indemnification shall include all costs, attorneys’ fees and other expenses paid or incurred by or imposed upon Seller in connection with the defense of any such claim.

12. Governing Law

Any agreement arising out of this transaction shall be deemed to have been made in the State of Texas, United States of America. The parties agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by the laws of the State of California without regard to its conflicts of laws principles. Buyer and Seller hereby submit to the exclusive jurisdiction to the Superior Court of the State of Texas, for the County of Harris for disputes hereunder. This shall be the sole and exclusive jurisdiction and venue for the purpose of adjudicating any rights or liabilities hereunder.

13. Default

In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, Seller may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the Texas Commercial Code, and any other applicable law. Buyer shall in addition, be liable for Seller’s expenses incurred in exercising any remedies available to it, including reasonable attorneys’ fees and costs. All unpaid obligations shall bear interest at the contract rate provided under Payment Terms above.

14. Delay

If Buyer requests deferral of deliveries, Seller’s agreement to defer delivery shall not excuse Buyer from its obligation to pay for the Goods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as Seller may reasonably assess for storing the goods awaiting delivery. If Buyer requests deferral prior to commencement of production, Seller may require progress payments in connection with expenses for materials and services incurred by Seller in anticipation of production.

Purchasing Order Terms & Quality Clause Conditions

15. General Terms:

1. Seller shall keep confidential all technical and proprietary information furnished to Seller by Buyer in connection with this order, including blueprints, data, designs, drawings, engineering data for production, product know-how, and any other information furnished to Seller by Buyer in connection with this contract. Seller shall not use such items or information in the design, manufacture, or production of any goods, or for any other purchase or for the manufacture of production of larger quantities than those specified, except with the express consent in writing from the Buyer. Seller, including its agents, employees, and representatives will exercise extreme caution to prevent disclosure of such information to third parties. The obligations of this provision shall survive the completion of performance and expiration or termination of this contract.
2. Buyer and authorized representatives of Buyer’s Customers and/or Regulatory Authorities shall have direct access to all applicable areas of all Seller’s and Seller’s Subcontractor’s Plants (at any level of the supply chain) where work under this Purchase Order is being performed, to review progress, records, and witness testing of the items related to this Purchase Order. Seller shall include this clause in all of Seller’s subcontracted Purchase Orders.
3. Prior to shipment, Supplier shall notify Buyer if a non-conformance condition exists with the product and obtain approval for nonconforming product disposition.
4. Supplier shall notify of changes in product and/or process changes of suppliers, changes of manufacturing facility location, and, where required, obtain organization approval.
5. Supplier shall flow down to the supply chain the applicable requirements including customer requirements.
6. Gauges, tooling & manufacturing aids (Manufacturing Equipment) supplied by Buyer shall be returned with the last shipment on this order. Manufacturing Equipment shall be returned in the same condition as received. Supplier will be responsible for any Manufacturing Equipment repair costs if necessary. Gauges must have a current certified calibration sticker when returned to Buyer.
7. Quantity variances and/or partial shipments are not permitted unless prior written authorization is received from the Buyer.
8. All goods supplied shall be suitably packaged to protect, marked, and shipped in accordance with Buyer instructions. In the absence of instruction, Supplier shall contact the Buyer. All supplied goods will be returned to the Buyer for inspection if parts are received damaged.
9. Accelerated delivery is not permitted. Any modification to the delivery schedule requires written authorization from the Buyer.

16. Schedule

For delivery will be the responsibility of the Supplier. The Supplier shall not be held liable for damages in respect to delivery delay due to clause beyond supplier’s reasonable control. However, if the supplier does not meet the delivery date as depicted on the face of the order, The Buyer may approve a revised delivery date schedule, or terminate the order without liability for such termination.

17. Quality Management System

The supplier shall have a Quality Management System that meet the requirement of AS9100. As a minimum, the following must be meet: • Contract / Purchased Order Review • Data Document Control • Procurement Control • Calibration Control • Stamp Control • Corrective/Preventative Action Control • Record Retention • Production Control • Non-Conforming Product Control

18. Supplier Survey

The Supplier’s QMS is subject to initial survey and approval by Buyer. Surveys or audit Including Sub-tier suppliers and processors may be conducted before or after issuance of a Purchase Order. The Supplier shall be notified of deficiencies and shall follow up and ensure that deficiencies are promptly corrected. Corrective Action shall be subject to review and approval by.

19. Supplier Process Approval

Manufacturing and Inspection special process used in the performance of this Purchase Order must be approved by Buyer.

20. Manufacturing Process Approval

Manufacturing routing document must be submitted to Buyer for approval prior to start of work. Subsequent change to approved routing documented must be submitted to CTI’s for approval prior to implementation of change. A Change is defined as any change including sequence, equipment, material, tooling, certified personnel, etc.

21. Certificate of the Conformance

Supplier Certification of Conformance is required with this Purchase Order. A legible and reproducible Certificate of Conformance or Seller’s statement of quality will accompany each shipment. Certifications must show the part number, quantity, specification, and revision number, and have a legible printed and signed signature and title of responsible person signing the certification. This certifies the material / services provided by the seller meet all drawing and / or specifications requirements. Records supporting this certification shall be on file and shall be provided to Buyer upon request at no cost to Buyer.

22. Material and special Processing Certification

Actual Material Certifications are required for all Seller provided material. All Certifications must be traceable to the original Mill Lot and Heat Number. Processing Certifications are required for all Sellers providing processing. All certifications must indicate that the process has been performed to drawing requirements. Parts are subject to rejection without correct documentation. All certifications must show the part number, quantity, process being performed, specification, revision number, and have a legible printed and signed signature and title of responsible person signing the certification. Supplier shall notify the undersigned prior to shipment if specification has been replaced / superseded / updated. List specification as show on drawing, and then list the replacement specification with current revision.

23. First Article Inspection Report

First Article Inspection shall be performed per AS9102 on the first part Produced for new parts, or change the tools, NC tapes, configuration or processes.

24. Run Material

The run material shall meet the requirements of industry Specification AMSQQ-A250A (workmanship) and the requirement of the specific alloy specification(s) detailed on the Purchase Order. If at risk of corrosion or damage, material shall be oiled/preserved and full surface area interleaved after manufacture and whilst in storage/transportation, packaged/protected. All material furnished against the above Purchase Order were produced in conformance with all applicable specification and drawings as referenced therein.

25. Non-Conforming Product or Process

Any deviation from the requirements set forth in this Purchase Order must be documented and submitted to the Buyer for disposition prior to shipment from the Supplier’s facility. If product or material is received in a nonconforming condition (e.g., damaged, missing paperwork, or traceability issues), the Supplier must notify the Seller’s Quality Assurance team prior to performing any work.

Note: If a nonconformance is identified that may impact goods already delivered, the Seller must immediately notify the Buyer by issuing a Notification of Escapement (NoE) letter. This letter should be sent to the Buyer’s authorized procurement representative, with a copy to the assigned Supplier Quality Source Representative. Additionally, an electronic version of the NoE must be submitted via the Corrective Action Request System (CARS).

26. Corrective and Preventive Action

Supplier shall establish and maintain documented procedures for Corrective and Preventive Action, which shall include: effective handling of customer complaints and reports, investigation of cause of non-conformance, determination of corrective action needed to eliminate cause, application of controls to ensure Corrective Action Effectiveness.

27. Monitoring and measuring devices

All monitoring and measuring devices used in the performance of this Purchase Order shall be certified against a standard having greater accuracy. Random and systematic error in any article or material measurement process shall not exceed 10% of the tolerance of the parameter being measured. Random and systematic errors in any calibration measurement process shall not exceed 25% of the tolerance of the parameter being measured

28. Records Retention

Quality Records shall be retained for a minimum of Seven (7) years after completion of Purchase Order, or as directed by Buyer Customer’s Quality Requirements. Records shall be identified and stored in a manner that allows them to be easily retrievable and adequately protected.

29. Tooling utilization and Maintenance

Supplier shall maintain and administer, in accordance with sound industrial practice, a program for the maintenance, calibration, repair, protection and preservation of Customer Owned Property to assure that it is used only in the performance of the purchase order. The Supplier is responsible for any loss, damage or destruction of customer owned property upon delivery to the Supplier. Supplier is required to document and report all lost/damaged customer property to Buyer. Tooling used as a media of inspection must be part of supplier calibration system and within 2/3 engineering tolerance.

30. Preservation

In order to prevent corrosion, Supplier shall store all raw materials and work-in-process in a covered structure, except forgings, castings and extrusions from which subsequent machining requirements will remove 100% of the as-forged, cast or extruded surface. Any corroded condition of such material after acceptance by the Supplier shall be the Supplier’s responsibility.

PACKAGING AND PROTECTION of the product shipped shall be in accordance with the Buyer Purchase Order or best commercial practice to protect product from damage and/or deterioration. Supplier must take into consideration THE PREVENTION OF FOD FOR ANY PRODUCT SHIPPED TO WESCON INDUSTRIES .

31. Material Accountability

Supplier is to return all unused/scrap material to buyer for accountability. If Material is supplied by Buyer.

32. Traceability

Traceability to raw material must be maintained throughout the manufacturing process. Supplier is to maintain heat lot, work order and/or serial number traceability at all times.

33. Temporary Part Marking

If required, each individual article on this Purchase Order shall have temporary identification applied and maintained prior to shipment to the Buyer. Any of the following methods may be used:

1. Vibro-etching the part or serial number on the tool tab, or in excess material areas if no tool tab is present.
2. Tag tied to the part indicating the part and/or serial number.
3. Label attached to the outside of each individually wrapped, boxed, or bagged part.
4. Lot tag indicating the part number and quantity.

34. Training

Supplier shall conduct training, personnel certification and recertification as necessary to assure effective accomplishment of special processes and inspection operations.

35. Safety

Supplier shall maintain in Industrial Safety Program applicable to their operations, facilities and equipment. Industrial Safety includes identification, elimination and/or control of hazards in employee accident prevention and fire prevention/protection in accordance with Federal, State and local standards and regulation.

36. Certified Test Report / Raw Material Certification

Product or Material shall be supplied with Certified Test Report and Raw Material Traceability/Certification at all times unless noted by Buyer Purchase Order.

Test Specimens shall be required when there is a design approval from Buyer, Inspection, Investigation or Audit.

Material Substitution Prohibition

A. Unauthorized Material Substitution (General): Unauthorized material substitutions are not permitted on Buyer’s Goods. Unauthorized material substitution includes any deviation from the engineering definition of a raw material.

37. Foreign Object Debris

Supplier shall have a written system for the prevention of FOD. This system must show evidence of a written practice, effective employee training and a corrective action system when FOD is detected. This system must demonstrate employee awareness and be audited on an on-going basis. Supplier shall certify in their Certificate of Conformance (C of C) that parts are free from FOD.