Terms and Conditions
425 Shrewsbury Street
Worcester, MA 01604
FAX: (508) 753-2173
1. Seller warrants that the products delivered hereunder meet Seller’s standard specifications as may have been expressly agreed to herein. Seller makes no warranties of merchantability or fitness for a particular purpose or any other express or implied warranty.
2. No claim of any kind, whether as to products delivered and whether or not based on negligence, shall be greater in amount than the purchase price of the products in respect of which damages are claimed; and failure to give notice of claim within ninety (90) days from date of delivery, shall constitute a waiver by Buyer of all claims in respect of such products. No charge or expense incident to any claims will be allowed unless approved by an authorized representative of Seller. Products shall not be returned to Seller without Seller’s prior authorization and then only in the manner prescribed by Seller. The remedy hereby provided shall be the exclusive and sole remedy of Buyer. In no event shall either party be liable for special, indirect or consequential damages, whether or not caused by or resulting from the negligence of such party.
3. No liability shall result from delay in the performance or non-performance, directly or indirectly caused by circumstances beyond the control of the party affected, including but not limited to the force majeure clause. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. Seller shall have no obligation to purchase supplies of the products specified herein to enable it to perform the agreement.
4. If this agreement covers products that must necessarily be manufactured especially for the Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such products as have been completed and such as are in process on the date of the notice of suspension or termination is received by Seller; provided that if Buyer for any reason cannot accept delivery of such products, it will make payment therefore as though delivery had been made and Seller will store such products for Buyer’s account at Buyer’s expense.
5. At Buyer’s request, Seller may furnish such technical assistance and information as it has available with respect to the use of the products covered by this agreement. Unless otherwise agreed in the writing, all such technical assistance and information will be supplied gratis and Buyer assumes sole responsibility for results obtained in reliance thereon.
6. In the event Buyer fails to fulfill Seller’s terms of payment or in the case Seller shall have any doubt at any time of the Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or security.
7. Seller warrants that all products delivered hereunder were produced in compliance with the requirements of the FLSA of 1938 as amended.
8. This document, along with documents specifically referred to herein, contain all of the terms and conditions with respect to the sale and purchase of the products sold hereunder. These terms and conditions supersede any of previous date and no modification there of shall be binding on either party unless in writing and signed by both parties. No modification shall be effected by the acknowledgement or acceptance of purchase order forms stipulating different conditions. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this document by Buyer, the Buyer’s acceptance of the products or payments therefor shall be the equivalent of Buyer’s assent to the terms and conditions hereof. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.
1. Supplier Qualification / ISO 9001 / As 9100
All suppliers shall be qualified according to the GWP Inc. supplier qualification process defined in our ISO 9001 Quality Management System. Suppliers may be asked to complete a Supplier Quality Survey Assessment (QAF 016) and/or successfully pass an on-site survey. If the supplier is ISO Certified, the supplier shall submit a copy of ISO certificate and only complete the general information & sections 1 QAF 016.
2. ITAR Registration
GWP and or Electroweave may require an International Traffic in Arms Regulations (ITAR) program statement for product, parts components or technical to support an internal military and/or aerospace customer requirement.
3. Quality System Performance
- Evidence of unacceptable product or procedure may result in suspension of contract deliveries pending demonstration of appropriate corrective actions.
- GWP / Electroweave provides an annual supplier quality and delivery performance to critical supplier only or upon a supplier request.
4. Record Retention
The Supplier shall maintain records that provide objective evidence of compliance to the PO requirements. The records shall be maintained for a period of at least five years from completion of purchase order. As necessary, documentation shall be electronically submitted to GWP / Electroweave.
5. Sub-Tier Supplier Requirements
Seller shall establish in its sub-tier supplier purchase order (s) requirements necessary to assure that any of the flowed quality clauses are shared sub-tier suppliers and that each item delivered has been controlled, manufactured, tested and inspected in compliance with the requirements of the GWP and or Electroweave purchase order.
6. Non-Conforming Material / Corrective Action
The Supplier shall report any nonconformance that may affect already delivered product.
- Notification shall include a clear description of the discrepancy, identification of suspect parts (mfg. dates, serial numbers, qty, etc.), and dates delivered.
- A containment plan and interim corrective action shall be provided to assure no further defective product will be received at GWP Inc.
- In cases where a non-conformance is classified as major, a formal document controlled corrective action must be assigned.
The supplier shall Package all items in such a manner as to prevent damage during shipment and subsequent storage at GWP and or Electroweave and ensure that shipping containers intended to be carried by an individual must not exceed 35 pounds total. Work with the appropriate GWP Inc. site to establish packaging configuration.
8. Lot Date Codes
Shall not exceed three years from date of receipt at GWP Inc. Lot Date Codes for product used as part of an assembly for GWP Inc. shall not exceed three years from date of assembly.
9. Hazardous Materials, Adhesives, Paints, Compounds, Raw Materials, Liquids, Thermal Insulating Fabrics
For any GWP or Eleactroweave identified hazardous material, a material safety data sheet (MSDS) will be required to be delivered with product.
10. Foreign Object Control
(E.g. items not intended to be part of the product such as solder splashes, wire stripping shavings, screwdriver, paperclip, etc.): The Supplier shall have sufficient Foreign Object controls within their facilities/operations to prevent Foreign Objects from entering into the product.
11. Receiving Inspection
Material shipped against this Purchase Order is subject to Receiving Inspection.
Unless otherwise specified, material shipped against this Purchase Order shall be free of pits, cracks, dents, scratches, burrs, sharp edges, foreign matter, or any other evidence of poor workmanship that shall render the unit unsuitable for its intended use
13. Purchase Order Changes
Once the PO is accepted, any supplier initiated change requests shall be initiated via e-mail to the buyer. GWP Inc. initiated changes should be communicated to the Supplier via a purchase order revision.
14. Product and Manufacturing Change Control
No change in specification or materials is allowed to item(s) on this order without written approval from GWP Inc. or Electroweave. No change in manufacturing process that may affect fit, form and function is allowed to item(s) on this order without written approval from GWP Inc.
15. GWP Inc. Authorization to Ship (ATS)
Seller shall not ship any material to the Buyer until authorized by the Buyer through an “Authorization to Ship”. Authorization to Ship by the Buyer will be granted upon successful Buyer review of any hardware or contract deliverables.
16. Certification of Conformance
Supplier shall furnish certification that product shipped complies with all requirements of the PO, drawings, and specifications. : GWP Inc. purchase order number, order part number andrevision level, and quantity shipped are required.
17. Record Retention
The supplier shall maintain records in accordance with the applicable Quality System Standard. The records shall be maintained for a period of not less than 5 years from completion of purchase order.
18. First Article Inspection (FAI)
Seller may be requested to furnish an FAI upon request only from GWP Inc. / Electroweave. GWP Inc.
19. Critical / Key Dimensions, Characteristics or Requirements
The supplier shall be aware of any Critical / Key dimension, and or Characteristics requirement and/or components identified on the drawing or as part of the purchase order notes.
20. Quality Assurance Data Package Requirements
Seller shall prepare a Quality Acceptance Data Package (QADP) for this order and shall submit to Buyer for review and approval prior to shipping the product.
21. Lot Control and Traceability
The supplier shall assure traceability to the manufacturing process via date code, lot codes or unique job number order.
“If applicable, With proper notification Electroweave, Inc. reserves the right for its Customer or Government Regulatory Agency to visit Suppliers facility for the purpose of audit or specific part inspection of contents of this Purchase Order for a minimum of 15 years.” C of C to include ROHS & REACH compliant declaration. ”