Supplier Terms & Conditions

Supplier Terms & Conditions Agreement

As a supplier to Orion Industries., hereinafter referred to as Orion, it is understood that your organization agrees to meet the following requirements whenever an Orion Purchase Order is created. These requirements are, therefore, to be considered as terms and conditions to all purchases.

1) Standard Requirements.

a) QMS. The Seller shall have a Quality Management System (QMS) equivalent to and is capable of fulfilling the quality codes as specified on the Orion PO.

b) Survey / Audit. The Seller's inspection / QMS shall be subject to survey / audit at the direction of the Orion Buyer and / or Orion Quality Manager.

c) Product Conformity. Unless otherwise specified on the PO, or by written approval, the product or service supplied by the Seller must conform to all drawings, specifications and PO requirements. The Seller shall make its employees aware of their contribution to product conformity.

d) Handling of Sub-tiers. The quality requirements specified on the Orion PO also apply to the Seller's sub-tier suppliers. The Seller accepts full responsibility to insure sub-tier supplier compliance with all specified Orion and Orion's customer's requirements.

e) Inspection / Nonconformances. All supplies are subject to Orion receiving audit / inspection. Nonconforming material will be held, either at Orion or at the Seller's facility until an authorization / disposition is obtained in writing from Orion or its customer. All material dispositioned as return to supplier shall be at the Seller's expense.

f) Record Retention. The Seller shall retain all associated records / documentation for 10 yrs. Flight Safety Part records / documentation must be retained for 40 yrs.

g) Right of Entry. All work performed shall be subject to inspection, surveillance and / or test by Orion, its customer representatives and / or Governmental and Regulatory Agencies at all reasonable times, including the period of performance, at the Seller's facility or any other entity engaged in the performance of work to fulfill the PO.

h) Notification of Changes. The Seller shall notify Orion of any changes in the certification / registration / accreditation or major audit findings within (2) business days of receiving notification of the change / finding. Examples of changes in registration include new certification, suspension or expiration. The Seller shall notify Orion of changes that may affect quality within (7) days. Examples of changes include ownership, company name change, Management, manufacturing location, process, product and inspection techniques.

i) Communicating Language. The Seller shall have the capability to communicate in English. All documentation shall be in English. In cases where the Seller maintains copies in their native language as well as in English and there is a conflict, the English document shall take precedence.

j) Competence. The Seller shall determine the necessary competence / qualifications of person(s) doing work under its control that affects the performance and effectiveness of the QMS. Competency shall be based on appropriate education, training or experience.

k) Counterfeit Prevention. The Seller shall plan, implement and control processes appropriate to its organization and the product for the prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to Orion. Product will only be accepted by Orion with documentation certifying unbroken traceability (e.g. serialization, lot or batch number) throughout product life.

l) Product Safety. The Seller shall have control of the processes needed to assure product safety during the entire product life cycle, as appropriate to its organization and product. The Seller shall raise awareness of product safety to its employees.

m) Ethical Behavior. The Seller shall set forth the shared accountability of each of its employees to conduct business with honesty and integrity. Example: Code of Ethics or equivalent.

n) Performance Monitoring. Orion monitors the Seller's delivery and quality of products received. Orion may issue a Supplier Corrective Action Request (SCAR) as deemed necessary. The supplier is required to address the root cause(s) and implement corrective action(s) when SCAR's are issued. To prevent further action, the Seller shall provide an acceptable RCCA by the date requested.

 

2) First Article Review / Approval.

The Seller shall submit one part for first article approval. This shall include a complete inspection on one tagged / identified part in the first shipment or, if directed by the buyer, prior to production. A report shall accompany the tagged / identified part listing all drawing requirements including notes and the actual results. The first article part must be a true representative sample and have been produced by the normal manufacturing practices to be used on production parts.

3) In-Process Controls.

The Seller shall have a system for controlling the hardware throughout the manufacturing process. This may be accomplished using a manufacturing outline, part traveler, shop routing or other suitable method which details the planned step by step operation sequence, inspection points and provisions for controlling the drawing / specification revision status during the manufacturing process.

4) Material Certification.

The Seller is required to furnish material mill certification, i.e. physical and chemical test reports as applicable in accordance with the specifications specified.

5) Test Specimens.

The Seller is required to provide test specimens for design approval or inspection / verification purposes.

6) Orion Supplied Material.

On orders where Orion provides materials, traceability must be maintained at all times. No substitution of material composition, size or specification will be allowed unless written authorization is received from Orion.

7) Calibration.

The Seller shall implement and maintain a system for control and use of inspection and / or processing equipment in accordance with MIL-STD-45662. All inspection and / or processing equipment shall be calibrated against certified standards which have known valid relationships traceable to National Standards.

8) Nonconforming Material.

The Seller shall implement and maintain a system for control of nonconforming material, a system for assuring prompt action to correct the cause of nonconforming material and a system for withholding and segregating nonconforming material from normal production pending disposition.

9) Final Inspection, Test / Verification.

Prior to shipment to Orion, the Seller will perform a final inspection as required to substantiate the purchase order requirements. Documented in process inspection may be used as substantiation for reduced final inspection.

10) Certification of Conformance.

Each shipment must be accompanied with a signed and dated Certificate of Conformance attesting that supplies or services provided were performed in accordance with all specified purchase order requirements.

11) Government / Source Inspection.

The Government, Regulatory Agencies, Orion Customers and / or Orion reserve the right to inspect, at the seller's plant, any and all materials specified on this purchase order.

12) Protection of Materials in Transit.

All material delivered on this order must be packed in a manner to prevent any damage in shipment and storage. All packages are to be properly identified

13) Inspection Gaging.

The Seller is held responsible for the protection and care, other than normal wear, of all inspection gaging that may be loaned by Orion. Loaned gaging, or replacement gaging of equal quality shall be returned in acceptable condition upon completion of this order or upon demand or notice. Unless otherwise specified, said gaging is subject to recall for Orion calibration.

14) Tooling.

Tooling furnished by Orion shall be used for production of supplies on this PO. Unauthorized alteration of said tooling is prohibited. Tooling damage while in Seller's possession will be debited to the Seller's account. Tooling shall be returned in an acceptable condition upon demand or notice.

15) Special Process Procedure Approval.

The Seller is required to submit a written procedure, manufacturing outline, part traveler or shop routing detailing the planned step by step operation sequence, inspection points and provisions intended for processing for approval. No operation shall be processed until authorization / approval is secured, in writing, from Orion.

16) Nadcap Certification Required.

This Seller and all members of their supply chain shall be Nadcap certified.

17) Controlled-Significant Processes.

The process, procedure and / or operation specified on this order is / are under vendor substantiation requirements and must be performed in accordance with a previously approved procedure. No changes to this approved procedure are permitted without the expressed written consent of Orion.

18) Statistical Process Control.

The Seller shall implement and maintain a system for Statistical Process Control (SPC). The Seller's control plan and procedures shall be submitted to the Orion Quality Team for review and approval. All control plans, control charts, capability studies and any corrective actions taken on the process shall be provided to Orion with each shipment.

19) Critical Items / Key Characteristics.

The supplies specified on this order contain product and / or features identified as a "Critical Item" or "Key Characteristic". When identified as such, additional action(s) from the Seller is required. Special instructions shall be called out on the PO on how they are to be addressed.

20) Special Packaging Requirements.

The supplies specified on this order require specific packaging to prevent any damage in transit or storage. All special packaging requirements shall be specified on the Orion PO or separate document.

21) Special Handling Requirements.

The supplies and / or products specified on this order are precision hardware with stringent dimensional and cosmetic requirements. Extreme care and handling shall be exercised to prevent any damage. All damage or suspect damage shall be reported immediately to Orion.

22) Mercury Contamination.

All documentation provided by the Seller shall state the following: "EQUIPMENT CONTAINING MERCURY OR MERCURY COMPOUNDS HAS NOT BEEN USED FOR FABRICATION, PACKAGING, EXAMINATION OR TESTING OF PARTS, ASSEMBLIES OR MATERIAL SUPPLIED ON THIS ORDER."

23) Calibration Services.

Contractors performing calibration services for Orion shall use equipment which has been calibrated and maintained using standards which are traceable to the National Institute of Standards and Technology (NIST).

Calibration certifications for equipment will contain the following information as a minimum:

a) Supplier name.

b) Suppliers Certification number.

c) Equipment description.

d) Equipment ID (model no., serial no.).

e) Date calibration performed.

f) Due date of next calibration.

g) Description of standard(s) and method(s) used for calibration.

h) NIST test number of standard(s).

i) Date of standard(s) calibration.

j) Due date of standard(s) next calibration.

k) Identification of personnel performing calibration services.

l) Measured values.

m) Calibration Procedure used.

n) Applicable environment conditions.

 

Measuring, test and processing equipment shall be packed adequately to prevent damage in shipment or storage. All standards or reference standards which are found to be out of manufacturer's specified tolerances shall be immediately reported to the Orion Quality Team.

24) Fraud and Falsification.

All Seller documentation, including but not limited to, manufacturing, inspection and test records, shall contain the following preprinted statement: "THE RECORDING OF FALSE, FICTITIOUS OR FRAUDULENT STATEMENTS OR ENTRIES ON THIS DOCUMENT MAY BE PUNISHABLE AS A FELONY UNDER FEDERAL STATUTE."
(Ref. Federal Law, Title 18, Chapter 47.)

25) Drawing Control.

The drawing(s) provided are to be considered as customer property and must be returned upon completion of this order.

ITAR WARNING STATEMENT:

The export of documentation or files sent that contain technical data is, or may be, restricted by the Arms Export Control Act and the International Traffic in Arms Regulations (ITAR). Diversion contrary to U.S. law is prohibited. The export, re-export, transfer, or re-transfer of this technical data to any other company, entity, person, or destination, or for any use or purpose other than that for which the technical data was originally provided by the customer is prohibited without prior written approval from the customer and authorization under applicable export control laws.

EAR WARNING STATEMENT:

The export of documentation or files sent that contain technical data is, or may be, restricted by the Arms Export Control Act and the Export Administration Regulations (EAR). Diversion contrary to U.S. law is prohibited. The export, re-export, transfer, or re-transfer of this technical data to any other company, entity, person, or destination, or for any use or purpose other than that for which the technical data was originally provided by the customer is prohibited without prior written approval from the customer and authorization under applicable export control laws.

26) RoHS.

The Restriction of Hazardous Substances Directive 2002/95/EC (RoHS) was adopted in February 2003 by the European Union. All Suppliers shall know and understand the contents of its products, including the products of its Suppliers. Upon Orion's request, Suppliers shall provide a complete listing of the product's physical contents. If necessary, Orion will require documentation from the Supplier certifying their product to be RoHS compliant.

27) REACH.

The European Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) entered into force in June 2007. Suppliers shall comply with all applicable REACH requirements that affect the products they supply to Orion. Orion expects Suppliers will have a dialogue with their own supply chain and with Orion regarding all applicable aspects of REACH.

28) DPAS Rated Orders.

As a Supplier to the US Department of Defense, Orion will, from time to time, accept orders or contracts that fall under the provisions of the Defense Priorities and Allocation System (DPAS).
The purpose of the DPAS is to:

• Assure Timely Delivery of materials and services from private industry to meet National Defense needs; and

• Provide an operating system to support rapid industry response to Government Procurement needs in times of need. Orion will not designate individual POs as DPAS rated or not, Suppliers to Orion should be aware of and prepared to meet the requirements of DPAS for all POs.

 

29) Conflict Minerals (Dodd Frank Act S1502).

By accepting a purchase order, the Supplier must certify that they comply with the Dodd-Frank Act Section 1502 reporting requirements, regardless of the country or countries in which they are doing business. If any tin, tungsten, tantalum or gold are used in products provided to Orion, this must be disclosed to the Orion buyer. For the minerals identified, we expect the Supplier to perform a reasonable country of origin inquiry and proper due diligence to determine the conflict status of the smelter and/or mine. This information will be provided to Orion using the standard EICC/GeSI Conflict Minerals Reporting Template. The template and training materials are also available at: http://www.responsiblemineralsinitiative.org/conflict-minerals-reporting-template/

Additionally, Suppliers may be requested to provide evidence that a proactive policy - adhering to Dodd Frank Act S1502 - is in place.