Cascade Aviation Services General Purchase Order Terms and Conditions

These terms and conditions apply to purchase orders issued by CAS for products or services provided to CAS.

1) Payment

Unless otherwise specified on the Purchase Order (PO), Cascade Aviation Services (CAS) will initiate payment for approved invoice within 30 days after the payment start date.    The Payment Start Date shall be the latest of (a) the date performance is requested by Purchaser (for example, in a part schedules report or statement of work), (b) the material received date, as identified in Purchaser's computer system, or (c) the invoice approval date.

2) Transportation

Unless otherwise stated in the PO, the shipping and delivery terms are FCA (named place) Incoterms 2020. In any event, title to Goods shall pass to Purchaser upon delivery. Purchaser insures all Goods for which it accepts risk of loss while such Goods are in transit. Seller shall not declare any insurance value on such Goods shipped via Purchaser’s carrier unless Seller is shipping prepaid at its own expense. The Parties agree that time is of the essence. If Seller anticipates any difficulty in meeting the Due Date or any of the other requirements of this Agreement, Seller shall promptly notify Purchaser in writing and upon request, provide Purchaser adequate assurance of performance.

3) Confidentiality and Data Protection

Each Party’s Confidential Information shall remain the property of that Party except as expressly provided otherwise by the other provisions of this Agreement. Seller shall not disclose Purchaser’s Confidential Information to any third party or use Purchaser’s Confidential Information for the benefit of anyone other than Purchaser without Purchaser’s consent. Seller shall protect Purchaser’s Confidential Information against unauthorized use or disclosure using at least those measures that it takes to protect its own Confidential Information of a similar nature, but no less than reasonable care. Seller will permit access to Purchaser’s Confidential Information to only Seller’s personnel who have a need to know for the purpose of performing Seller’s obligations under this Agreement. If Seller is required by applicable law or regulation to disclose Purchaser’s Confidential Information, Seller shall provide Purchaser with prompt notice thereof and a reasonable opportunity to comment or undertake protective measures prior to such disclosure. Seller may disclose only the information that is required by such law or regulation to be disclosed without liability under this Agreement.

Any data supplied by the Purchaser to the Supplier that is considered Federal CUI (Controlled Unclassified Information) must be protected and distribution controlled in a manner compliant with NIST SP800-171 (ref DFARS 252.204-7012(b)(2)(i)). Information Systems (IS) managed by the Supplier that will store CUI must not contain any hardware/software provided by Kaspersky Lab or ByteDance Limited (including TikTok) (ref FAR 52.204-23 and FAR 52.204-27).

4) Quality Assurance, inspection, and test.

 Seller shall be responsible for the specific quality, performance, productivity provisions, and documentation requirements, if any, set forth in this Agreement. In addition, Seller shall be responsible for imposing the applicable quality assurance requirements on its subcontractors. Purchaser and Purchaser’s customer shall each have the right, at no charge to Purchaser or Purchaser’s customer, to access the sites where the work under this Agreement is performed or to receive Seller data sufficient to (1) conduct quality audits, (2) perform or witness inspections or tests of the Goods or Services at Seller’s facility or elsewhere, (3) assess conformance with Purchaser’s specifications, (4) assess part performance, (5) assess conformance with Seller’s other commitments under this Agreement, and (6) follow up on findings and improvements to resolve any findings or issues and verify the implementation of the resolution(s). In accordance with 14 C.F.R. 145.223 and 14 C.F.R. 21.140, any Seller that agrees to provide Goods or Services that are regulated by the FAA, EASA, DAOS or other regulator, must provide facility access to that regulator for observation and inspection of information, items and processes related to those Goods or Services. For avoidance of doubt, Seller shall provide any drawings and/or other data needed to support regulatory requirements and regulatory authority audits within the period required by an applicable regulatory body. Notwithstanding other confidentiality restrictions, if any, Purchaser may disclose Seller’s information to regulators and other government agencies in response to requests within the scope of said agencies’ authority.

5) Quality Management System Requirement

Suppliers of materials, products, or services (hereinafter referred to as “product”) which become part of a Cascade Aviation Services, Inc. (CAS) deliverable product should maintain an acceptable Quality Management System (such as those compliant with ISO-9001 or AS9100).

If this Purchase Order (PO) is for Calibration Services, the Supplier should be accredited by The American Association for Laboratory Accreditation to be compliant with ISO-17025 and/or ANSI Z540.3. Calibration Record should include CAS gage serial number (as noted in body of PO) and, for each Supplier master gage/instrument used in calibration of the gages on this PO, the Supplier’s gage/instrument serial number and associated NIST traceability number.

6) Certification of Product

Each shipment of product should be accompanied with applicable certifications and/or test reports as required by specification to which the supplied product complies. At the minimum, Supplier should certify compliance with the requirements noted the face of the PO. The certification and/or test report should:

Identify the revision level of the engineering design/specification to which it certifies compliance. If the PO does not specify the engineering design/specification revision level then the latest issued should be the revision level that applies to this Purchase Order.

Be signed, stamped, or provide some means of identifying the person(s) who make such certification, including the date of certification.

If the product has limited shelf life, said certification should have adequate information such that the remaining shelf life can be determined as required in the applicable specification(s). Unless otherwise specifically allowed in the PO, all shelf-life limited product should have at least 6 months remaining shelf life upon delivery to CAS.

7) Nonconforming Product – Corrective Action.

Supplier should not deliver known nonconforming product unless specifically authorized by CAS.

Should Supplier discover that nonconforming product was delivered to CAS (without specific authorization), Supplier should provide written notice of such delivery specific to CAS PO, the specific nonconforming product, the affected lot/serial number (as applicable), each Packing List number and date of said Packing List, a complete description of the nonconformance, and verification that the non-conformance ceased after it was identified.

Should CAS discover nonconforming product was delivered from Supplier. CAS will document this on a Nonconformance Report. The Nonconformance Report will be forwarded to the Supplier. If nonconforming Product will be returned to the supplier the Nonconformance Report will be dispositioned as such. If CAS determines Cause investigation and Corrective Action is necessary, the supplier will commence the investigation and provide feedback as to the actions taken to preclude recurrence of the Rejected condition within the time frame agreed between CAS and Supplier.

8) Notification of Changes

Supplier should notify CAS, in advance of shipment, of any changes in product, processes, suppliers, or location of manufacturing facility. If required by CAS or CAS’s customer, Supplier should obtain approval of said changes prior to shipment to CAS.

9) Flow down of Requirements

Supplier should flow down the requirements of this PO to Supplier’s sub-tier suppliers. This includes appropriate controls to assure compliance to requirements in designs and specifications.

10) Record Retention Requirements

Supplier should maintain records related to the product(s) and or service(s) supplied under this PO for a period of not less than 5 years from the on-dock date of shipment to CAS.

11) Right of Access

Supplier should provide Right of Access by CAS, CAS’s customer(s), and/or Regulatory Agencies (FAA, etc.) to all applicable areas of all facilities, at any level of the supply chain, involved in the order and to applicable records.

12) First Article Inspection Report (FAI)

If this order is for product designed by CAS’s customer (e.g., not raw material, standard hardware or special processes) Supplier should provide a complete First Article Inspection Report complaint with AS9102 (or equivalent) with delivery of the product.

13) Original Equipment Manufacturer (OEM) Defined Sources

If the OEM for the product being purchased by CAS identifies certain sources of supply for certain commodities or services, then Supplier must use such sources for the product being purchased under this PO. Such sources could be, but are not limited to, raw material mills and/or distributors, hardware manufacturers and/or distributors, and special process (such as surface treatments) sources. The supplier remains fully responsible for the conformity of delivered product regardless of this requirement to use said OEM source(s) of supply. Supplier should contact CAS for guidance on these sources when needed.

14) Prevention of Counterfeit Products

Section 3.1 of AS9100D defines Counterfeit Parts as “An unauthorized copy, imitation, substitute, or modified part (e.g., material, part, component), which is knowingly misrepresented as a specified genuine part of an original or authorized manufacturer. NOTE: Examples of a Counterfeit Part can include, but are not limited to, the false identification of marking or labeling, grade, serial number, date code, documentation, or performance characteristics.”

Supplier should plan, implement, and control processes, appropriate to the Supplier and the product, for the prevention of Counterfeit or suspect Counterfeit Part use and their inclusion in product(s) delivered to CAS.

AS9100D Section 8.7.1 says “Counterfeit, or suspect Counterfeit, Parts should be controlled to prevent reentry into the supply chain.” As such, should CAS suspect Counterfeit Part(s) were delivered, CAS will manage said Counterfeit Parts per its Nonconformance Process and hold said parts while CAS works with the Supplier and CAS’s customer to make a determination as to whether the suspect Counterfeit Parts are really Counterfeit.

If, upon resolution with CAS’s customer and Supplier, it is determined Counterfeit Part(s) were delivered to CAS said parts will not be returned and the Supplier should not be paid for said parts. CAS will dispose of the parts as directed by CAS’s customer. In absence of specific direction from CAS’s customer, said Counterfeit Parts will be scraped and disposed at CAS.

15) On-Time Delivery

Time is of essence in the performance of the PO. The due date on the PO is the expected on-dock date for the product with required documentation (e.g., packing list, certifications, test reports, FAIs, etc.). Supplier on-time delivery performance will be measured based on the date the product is delivered on-dock at CAS.

16) Packing and Preservation – Prevention of Foreign Object Damage/Debris (FOD)

The Supplier should establish a program, as applicable, to prevent, detect, and remove foreign objects/debris of any product provided to CAS.

The Supplier should package product in such a manner suitable for preservation and to prevent damage to the product from each other (in the same box, container, etc.) or from normal handling and transport.

17) Responsibility of Conformance to Design - Rejections

Regardless of any inspection acceptance of delivered product or service by CAS, CAS’s customer (or higher tier customer), the Supplier remains responsible to assure delivered product and or services complies with the designs and specifications to which the product or service was ordered.

Should CAS reject any item from Supplier a Nonconformance Report will be created. The Nonconformance Report will be sent to the Supplier for correction/rework/replacement of the rejected condition (if needed) as well as Cause and Corrective Action Investigation.

18) Design Changes

Where supplier controls the product design, the supplier should not provide product where the design has been changed unless and until such design change has been approved by CAS’s customer (our higher tier customer (OEM)), as applicable.

19) Force Majeure

CAS and Supplier should advise the other party within 30 days of any event that is deemed a Force Majeure Event. Neither Party should be responsible or liable nor be deemed to be in default on account of any breach of any obligation directly attributable to a cause that is at the same time compelling, unpredictable, unavoidable and beyond its control and not occasioned by its fault or negligence (Force Majeure Event).

Following cessation of the Force Majeure Event and to the extent possible in anticipation thereof, the parties should resume the performance of their obligations under this Purchase Order.

In the event Supplier fails to deliver or has informed CAS that it should not be able to deliver the Product on-time due to a Force Majeure Event then the delivery of the Product should be suspended until such circumstances of the Force Majeure Event have been adequately addressed. The due date of Product should be extended by mutual agreement of the parties. If, however, the Force Majeure Event causes delivery to be delayed more than thirty (30) Days, CAS will be entitled to cancel the Purchase Order in whole or in part without a further notice being required or judicial intervention and without incurring any liability whatsoever.

20) Purchase Order Jurisdiction/Severability.

This order shall be interpreted under the laws of the State of Washington USA. Any legal claim of violation of the purchase order should be made in the courts of the State of Washington USA. If any part of the purchase order is determined invalid such invalidity shall not have any effect on the rest of this purchase order, the balance of the purchase order shall remain in full force and effect.

Last updated 9/22/2023