Cable Assemblies and RF & Microwave Divisions
Carretera Int’l Km. 7.5A
Parque Industrial “El Cid”
Nogales, Sonora Mexico
Facility Square Footage: 60,000
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Terms of Sale
Winchester Interconnect Corporation, hereinafter “Seller,” will supply the items and/or services identified on the face of this Quotation or Acknowledgment expressly conditional upon Buyers acceptance of the following terms. Seller, by its commencement of performance shall not prejudice the rights to enforcement of these conditions.
- ACCEPTANCE OF ORDER: No purchase order shall be binding upon Seller unless and until accepted in writing by an authorized employee of Seller, or by performance. No terms or conditions of Buyer’s purchase order or other similar instrument including without limitation price, delivery schedule, imposed provisions of the U.S. Federal Acquisition Regulations (FAR) or those similar regulations imposed by other branches of the government, which alter or are inconsistent with Seller’s terms and conditions shall be binding upon Seller, nor shall apply to this transaction, unless specifically agreed to in writing by the Seller.
- PRICE AND DESIGN CHANGES: Seller reserves the right to make changes in design at any time without incurring any obligation to provide such changes on units previously sold or to continue to supply obsolete items. Unless otherwise agreed in writing, the prices quoted are based upon manufacture of the quantity and types originally specified and are subject to revision for variations in quantity, specifications and/or delivery rates, or when interruptions or engineering changes are caused or requested by Buyer. Changes to an order following acceptance by Seller will not be effective until mutual agreement has been reached regarding the effect of such changes on price, delivery and other conditions of the order. Quoted prices do not include federal, state or local taxes and such taxes, if any will be added to the quoted prices and will be shown as a separate line item on invoices.
- MINIMUM ORDER VALUE: The acceptable value of any order is as indicated on the face of our Quotation Form. Buyer’s accumulation of a number of items into one purchase is authorized to reach this minimum.
- SHIPMENTS: All supplies and services are sold E.X.W. (Ex Works), and the point of origin shall be the Seller’s plant. Costs of normal boxing and packaging for domestic shipment are included in quoted prices. Method of shipment is as shown on the face of this Quotation or Acknowledgment, and unless specified otherwise; Seller normally will use the most convenient, least expensive surface transportation. When special domestic or export packing is specified, a change may be made to cover any extra expenses incurred. Seller assumes no responsibility for delay, breakage, damage or loss after its delivery to the carrier. Seller reserves the right to make partial shipments at its discretion. The delivery dates quoted are Seller’s best estimate, which may be delayed due to engineering material acquisition or production delays and Seller disclaims any liability for direct, incidental, or consequential damages caused by said delays.
- TERMS OF PAYMENT: Unless otherwise stated on the face of this document, terms of sale are “net 30 days” from date of invoice with no discount allowed for early payment. At any time when in its opinion the financial condition of the Buyer warrants, Seller may either alter or suspend credit, and in cases where credit is not established satisfactorily, or financial information is not available, the terms of sale shall be cash with order or C.O.D. at Seller’s option. Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. In addition to any other rights and remedies available to Seller, failure to pay any amount due within the time specified will result in a late charge of 1.5% per month being added to Buyer’s account until final payment.
- RESCHEDULES: The prices quoted are expressly for delivery dates negotiated. While Seller shall have no obligation to comply with unilateral directives to change schedules or temporarily cease work, Seller will endeavor to accommodate buyer’s reasonable request for acceleration or deceleration, made at least forty-five (45) business days prior to scheduled delivery and stop work instructions not exceeding ninety (90) calendar days duration. Such changes or instructions, if accepted by Seller, shall require an equitable adjustment in the contract price or delivery schedule or both.
- RAW MATERIAL AND SOURCE INSPECTION SURCHARGES: The price of items containing precious metals, non-ferrous metals, magnetic materials and/or alloys thereof shall be subject to application of surcharge(s) at time of shipment, based upon fluctuations in the market value of such raw materials. Further, a surcharge may be applied to each shipment requiring inspection at Seller’s plant by the government and / or Buyer’s own inspection department or other private agency when concurrence with such inspection has otherwise been granted by Seller.
- CUSTOM PRODUCT: All Cable Assembly products are considered Custom product, i.e., product for which the Buyer is the only user, is non-cancelable and cannot be rescheduled after receipt and acceptance of the order by the Seller.
- CANCELLATION FOR ALL PRODUCTS OTHER THAN CABLE ASSEMBLIES: Any order, once accepted by Seller, shall not be subject to unilateral cancellation except Cancellation of the U.S.Government, which shall be processed in accordance with the procedures established in FAR. Orders may be pushed out once outside 45 business days from our acknowledged ship date, after which they are non-cancelable. Cancellations received by us within 45 businessdays of our acknowledged ship date are subject to charges up to the full value. Buyer shall not cancel the order in whole or in part where non-conformity in any partial or installment delivery does not impair the value of the whole contract. In the event of cancellation for any reason, Seller shall not be liable for any incidental or consequential damages caused by such cancellation.
- EXPORT REGULATIONS: Buyer acknowledges that if the items purchased hereunder are to be exported, they are subject to the U.S. Commerce and/or State Department Export Regulations, and buyer accepts full responsibility for and agrees to comply fully with such regulations, including obtaining export licenses and re-export permission.
- PATENT RIGHTS: Seller agrees to indemnify Buyer, its successor, assigns, agents and users of its products against loss, damage or liability, including costs and expenses, which may be incurred on account of any suit, claim, judgement or demand involving infringement or alleged infringement of any patent or unpatented right or inventions in the manufacture, use or disposition of any article or material supplied hereunder, provided Buyer shall promptly notify Seller of any suit instituted against it. At its option Buyer shall permit Seller to defend the same or make settlement in respect thereof.
- TECHNICAL DATA AND PROPERTY OF SELLER: All designs (whether or not patentable), processes, software, technical information, drawings and/or confidential information, hereinafter “Technical Data”. related to the items or services sold hereunder and not furnished by Buyer or specifically paid for by Buyer as a separate line item are the exclusive property of Seller, and all rights, title and interest in and to such property shall remain exclusively in Seller, notwithstanding Seller’s disclosure of any thereof to Buyer or Buyer’s payment to Seller for engineering or non-recurring charges. Buyer shall not use or disclose such Technical Data to any party without prior written consent of Seller. Likewise, title to all tools, test equipment and facilities not furnished by Buyer or specifically paid for by Buyer as a separate line item shall remain in Seller. Unless otherwise specifically agreed in writing, Technical Data furnished under a U.S. government contract or subcontract will be furnished with “limited rights” under the provisions of FAR if the Buyer has not agreed to pay the entire cost of development of the delivered items and Technical Data involved. Unless it is separately purchased by Buyer, Seller shall not be obligated to furnish any Technical Data or to grant Buyer any patent, license or other rights to it.
- EXCLUSIVE WARRANTY AND REMEDY: Seller warrants that each newly-manufactured article sold hereunder, and such portion of a repaired/refurbished article as has been repaired, refurbished or replaced by Seller, shall be free from defects in material or workmanship at time of shipment and for ninety (90) calendar days from the date of shipment shall perform in accordance with the specifications, if any incorporated herein. This warranty shall not extend to any article which upon examination by Seller is found to have been subjected to a) mishandling, misuse, tampering, negligence or accident, or b) installation, operation or maintenance which either was not in accordance with Seller’s instructions or was otherwise improper, or c) repair or alteration by anyone other than Seller. Seller shall not be responsible for damage to any associated instruments, equipment or apparatus. Should any failure to conform to this warranty be discovered and brought to Seller’s attention within ninety (90) calendar days from the date of shipment and be substantiated by examination at Seller’s factory or by authorized field personnel, then, at its own cost, Seller shall correct such failure, at its option, by repair or replacement of the non-conforming portion of such article or by return of the purchase price. Buyer agrees that this remedy shall be its sole and exclusive remedy against Seller and that no other remedy shall be available. In no event shall Seller be liable for special, incidental or consequential damages. Buyer shall notify Seller in writing of any alleged defect or failure in detail and expressing its desire to return such article under the remedy provided herein. No returns shall be accepted without prior approval by Seller, and all articles returned to the Seller must be shipped in accordance with Seller’s shipping instruction and with transportation charges prepaid. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INLCUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATIONS OF LIABILTY: Seller shall not under any circumstances be liable for any general damages greater than the cost of the articles hereunder, or for any special, incidental or consequential damages whatsoever, whether arising from Seller’s negligence, breach of contract, breach of expressed or implied warranty, any law giving rise to a claim of strict liability, or any other cause.
- FORCE MAJEURE: Seller shall not be liable to Buyer or in breach of contract for any failure or delay in performance due to fire, flood, labor strike, work stoppage, commercial impracticability, war, act of God, or any other cause beyond the control of Seller.
- NON-WAIVER: These terms and conditions set forth the entire understanding between the parties with reference to the subject matter hereof. The failure of Seller to enforce at any time any of the provisions hereof shall not constitute a waiver of such provision or a waiver of the rights to enforce the right to enforce any or all provisions at another time.
- APPLICABLE LAW: This sale and the contract between the parties shall be deemed executed in and shall be construed in accordance with the laws of the State of Connecticut.
- TAXES: Buyer agrees to pay any applicable sales or use taxes whether the taxes are separately invoiced or not, unless Buyer furnished Winchester Interconnect with adequate tax exemption certification.
- SUBSTITUTION OF MATERIALS: Seller reserves the right to make substitutions of materials without degrading the quality of product. Customer aproval will be solicited when changes affect form, fit, or function.
- OVER AND UNDER SHIPMENTS: We reserve the right to over or under ship by 10% of the ordered quantity per line item not to exceed $50.00 in value.
WINCHESTER INTERCONNECT PURCHASE ORDER QUALITY CLAUSES QAF197 Rev. P
- FIRST ARTICLE INSPECTION – shall be performed by the supplier prior to initial production and shipment to Winchester Interconnect. The supplier shall furnish Winchester Interconnect the material samples for the initial production. The sample shall be manufactured from the same material; process and manufacturing cycle as for the production run, including any sub-contracted processing based on production ready work instructions. Whenever practical, variable data is to be recorded and the inspection device documented. A sample of 5 pieces will be utilized for FAI. When a Key characteristic is specified by the engineering document, then an additional 5 pieces are measured. In the case of a tooling (i.e. crimpers, dies, etc.) 1 piece shall be sufficient for the FAI. First article inspection approval is accomplished using an approved form, such as Winchester Interconnect FAI,QAF034 for cables and RFMQAF034 for division connectors or approved equivalent. FAI data will be reported using the same units as the engineering document. Note: If the sample does not pass its material\functional test, the product supplied with the samples shall be considered unacceptable and shall require improvement and corrective action or may result in failure to be awarded the purchase order. Winchester Interconnects waiver of first article samples does not relieve Seller from meeting drawing and/or specification requirements.
- CHEMICAL/PHYSICAL ANALYSIS – provide certificates for raw material and special processes such as plating, coating, heat treating, brazing, etc. The supplier shall maintain a copy for a minimum of fifteen (15) years after completion of the order, all procured raw material certifications, which must be readily retrievable and shall include as a minimum:
- A. Part number and purchase order
- B. Applicable material/test specification, description, alloy, condition and revision
- C. Results of analysis, physical properties, chemical analysis and lot number(s)
- D. Supplier to maintain copies of all raw material certifications and sub-contracted special processes. Supplier shall also obtain and maintain sub-tier supplier process certifications. Submittal is required for FAI acceptance. Supplier’s material/ special process and subtiered supplier/ processor certifications and test results shall be made available upon request. Special processes such as heat treating, annealing, plating, chemical etching, anodizing, soldering, brazing, painting, etc. shall be referenced on the supplier’s FAI. Material Safety Data Sheet (MSDS) shall be provided when applicable.
- STANDARD INSPECTION SYSTEM – as a minimum the supplier must provide product and processes that are controlled by a quality system that assures the following:
- A. Maintains a documentation configuration control system to assure that the correct drawings, specifications, PO’s and revisions level are used B. Gages and equipment used for processing and acceptance shall be calibrated at documented intervals and traceable to NIST and at 10-25% discrimination. The calibration shall be based on ANSI Z540-1, or equivalent. C. Inspection capability to inspect all product requirements. Inspection system shall include documented results for incoming, in-process and final inspection. Product shall not be released to Winchester Interconnect until successful completion of inspection checks are completed and documented. Inspection sampling may be used, based on ANSI/ASQ Z1.4, Sampling Procedures and Table for Inspection by Attributes, utilizing C=0 criteria. Page 2 of 5 D. Supplier’s conformance with internal inspection and control systems shall ensure that their personnel are aware of their contribution to product and/or service conformity and safety. E. Work instruction, test reports and inspection records shall be maintained.
- RIGHT OF ENTRY – Winchester Interconnect, Winchester Interconnect customers and applicable regulatory agency shall be assured “right of entry” to perform Quality Audits and Inspection Surveillance at their discretion.
- RIGHT OF ACCESS – Seller and its sub-tier supply chain shall establish and maintain a plan for “right of access” to the Winchester Interconnect applicable areas of facilities and to the Winchester Interconnect applicable documented information.
- CONTROL OF NONCONFORMING MATERIAL – Nonconforming goods and/or services which deviate from the requirements as specified on the purchase order/contract and relevant drawings and specifications must be documented by the Seller and submitted to the Winchester Interconnect Buyer for consideration and disposition. Non-conforming products shall not be shipped to Winchester Interconnect until authorized by a Winchester Interconnect Buyer/representative and must be identified with authorizing nonconformance document when shipped. If Winchester Interconnect authorizes a deviation, the supplier must maintain a record of the expiration date, quantity and condition and ensure compliance with the original or superseding specification when the deviation expires. At no point is it authorized for a supplier to send product to Winchester Interconnect which does not meet the engineering requirements (nonconforming product), without first going through the deviation request process. If the supplier finds discrepancy after the order is shipped, it is their responsibility to notify the buyer at Winchester Interconnect. In case of source inspection, or any other previously approved material, if the material is later found to be non-conformant, the responsibility still belongs to the Supplier and should be dispositioned at the supplier’s expense.
- CORRECTIVE AND PREVENTIVE ACTION – The supplier shall respond to Winchester Interconnect requests for corrective action on or before the requested response due date. Supplier Corrective and Preventive Action (SCPA) form, QAF133 for division cables and RFMQAF133 division connectors or approved equivalent shall be used.
- CERTIFICATE OF CONFORMANCE (C of C) – Each shipment must be accompanied by a legible and reproducible, Certificate of Conformance. The C of C may be incorporated into the package slip. The C of C shall state as a minimum: A. Original Manufacturer’s name B. Drawing/Specification number and revision C. Supplier (if other than A) D. Lot Number or Date Code if applicable E. Quantity Shipped F. C of C statement specifying that the material meets the Purchase Order, drawing and applicable specifications G. Inspection stamp or signature of suppliers’ representative, title and date H. Specify non-conformance document number, if applicable Page 3 of 5
- TEST REPORTS AND TEST SAMPLES – Suppliers to Winchester Interconnect of raw material shall provide a material certification with every shipment. Test samples and test reports shall be provided by the supplier to Winchester when requested for periodic product audit.
- KEY CHARACTERISTICS – When Winchester Interconnect raw material drawing, specification and/or purchase order includes “key characteristic” requirements, the supplier shall employ an inspection plan. The inspection plan will require SPC, Cpk, a control plan or 100% oversight inspection. Each key characteristic must be measured and recorded on the FAI using data from a sample of (5) five pieces. Key characteristic processing requirements are specified in ES600.
- LIMITED SHELF LIFE MATERIAL – Materials or articles having characteristics subject to degradation with age shall be marked in a manner to indicate the date of manufacture and the expiration date. The supplier shall not deliver articles with less than 80% of shelf life remaining at the time of delivery. Examples of shelf life materials include but are not limited to shrink tubes, RTV compounds, sealants, rubber-molded articles, etc.
- PACKAGING – The supplier shall package products to prevent damage during shipment. The supplier shall not package Winchester Interconnect product directly against the surfaces of the shipping package/box. Protective insulating material including double boxing should be used. The protective abilities of the shipping package/box s shall not be degraded by over packing. The Winchester Interconnect drawing references the specific packaging instruction. In the absence of a specific packaging instruction being referenced on the drawing, general packaging instructions are described in ES720.
- ESD CONTROLS – Cables, cable assemblies and other products considered to be electrostatic sensitive devices must be checked for ESD and enclosed in ESD protective materials when delivered. ESD labeling indicating that the contents contain electrostatic sensitive devices shall be used.
- RECORDS – The supplier must prepare and maintain adequate quality systems records, including inspection instructions, gage and test equipment verifications and calibrations, and engineering specification test methods. The supplier must also prepare and maintain quality performance records indicating inspection and test results. These records must be available for review by Winchester Interconnect representatives, Winchester Interconnect customer’s representatives, and any applicable regulatory organizations. Copies of individual records must be furnished upon request. All quality records retained for production of Winchester Interconnect products must be kept for a minimum of 15 years and must be stored in a manner to ensure they remain legible and readily identifiable.
- CUSTOMER ORDER, PRINT AND CHANGE CONTROL – The supplier must maintain a file of the latest customer orders, engineering drawing, deviations, and specification authorized through Winchester Interconnect. If the engineering drawings and specifications reference other documents, the supplier must obtain and maintain these reference documents. Concurrent with the effective dates of product changes, the supplier must ensure that the obsolete information is removed from all points of use. The supplier must maintain a record of change effective dates. All changes must have written Winchester Interconnect approval prior to being incorporated in production.
- PROCESS CHANGES – The supplier shall notify Winchester Interconnect in advance of any major changes (new production machine, facility change etc.) to the processing of Winchester Interconnect product. This notification is required to be submitted in writing to Winchester Interconnect Purchasing Department. Winchester Interconnect will provide feedback to the Page 4 of 5 supplier (prior to production using the new process) what actions must be undertaken prior to approval of the new process – such as submission of new First Article Inspection, site audit, etc.
- SUBSTITUTIONS – The supplier shall not make any changes/substitutions to materials, products, or processes required by the engineering documents without written authorization from Winchester Interconnect. Authorization may be contingent upon a facility visit.
- SUPPLIER RATING SYSTEM – High volume suppliers are rated on quality, delivery, customer service, and process / cost improvements on a quarterly basis. A report will be provided as appropriate.
- FLOW DOWN OF REQUIREMENTS – The supplier shall flow down Winchester Interconnect and applicable customer requirements to the sub-tier supply chain, when applicable.
- FOREIGN OBJECT DEBRIS/DAMAGE (FOD) PREVENTION – Whenever and/or wherever FOD entrapment or foreign objects can migrate, Seller shall inspect for foreign objects/materials and ensure FOD barriers remain embedded. Sellers shall ensure tooling, jogs, fixtures, and test or handling equipment are maintained in a state of cleanliness and repair sufficient to prevent FOD. All Suppliers must flow down FOD requirements to sub-tier suppliers at all levels.
- COUNTERFEIT PARTS/MATERIALS PREVENTION Seller shall establish and maintain a Counterfeit Prevention and Control Plan based on the AS5553. Seller shall assure procurement of EEE (Electrical, Electronic, and Electromechanical) parts from authorized sources, or from those suppliers who provide EEE parts obtained exclusively from authorized sources, when the EEE parts are still being manufactured or available in stock directly from such sources. Seller shall ensure objective evidence is maintained that the EEE parts supplier is an authorized source or a supplier who provides EEE parts obtained exclusively from authorized sources. Note: examples of a counterfeit part can include, but are not limited to, the false identification of grade, serial number, and date code or performance characteristics. When we have determined any EEE part or end item, component, part or assembly containing EEE parts purchased by a supplier for delivery to Winchester, to be suspected or confirmed counterfeit, the following steps will be taken: When Winchester Interconnect has determined any EEE part or end item, component, part, or assembly containing EEE parts purchased by the organization, or delivered to the organization, to be suspect counterfeit or counterfeit, the organization shall report the suspect counterfeit or counterfeit part in accordance with the organization’s quality management system and applicable contractual requirements. ● All potential additional fraudulent/counterfeit parts in the facility (Wip, stock, FG, In-Transit, At Customer), will immediately be placed on “Hold” in quarantine pending disposition by appropriate Winchester Interconnect authorities. ● All fraudulent/counterfeit parts will be retained at Winchester Interconnect facility and the disposition will be at the supplier’s expense. Page 5 of 5 22.) Winchester Interconnect’s suppliers and the sub-tier supply chain are committed to the highest possible standards of ethical, moral and legal business conduct.
WINCHESTER INTERCONNECT PURCHASE ORDER QUALITY CLAUSES - Revision P
Winchester Interconnect is committed to continuous improvement, on-time delivery, and customer satisfaction.