The Supplier Terms and Conditions below apply to all suppliers and subcontractors of Birdwell Machine,  LLC.  This includes but is not limited to suppliers of raw materials, manufactured components, material processing such as heat treating, chemical coating/processing, testing, welding or any other processes.  Acceptance of a Purchase Order from Birdwell Machine binds the Supplier to the Terms and Conditions set forth below.  The supplier is not authorized to outsource the Purchase Order requirements unless authorized by Birdwell Machine and must communicate these requirements to any subcontractors.  The requirements of these Terms and Conditions correspond with AS9100D, 8.4.3

a.  The processes, products, and services to be provided including the identification of relevant technical data (e.g., specifications, drawings, process requirements,  specifications, drawings, process requirements, work instructions).

Refer to the Purchase Order from Birdwell Machine as well as any accompanying technical data.

b.  The approval of products and services; methods, processes, and equipment; the release of products and services; Each shipment must be accompanied with documentation to show the conformance of the products or services provided to the requirements that were given to the supplier.  This can come as a packing slip and/or certificate of conformance.  The documentation shall state the supplier name, part number, purchase order number, quantity, revision level (if applicable), serial numbers (if applicable).  Material certifications shall show that the materials have been tested against the relative specification and shall show the chemical and physical properties and source.

Heat treat certifications shall show the type of treatment and specifications, hardness range, type of tests performed and the physical test results.

Coating certifications shall show the standard to which the coating conform, part number, quantity and name of the company certifying.

c.  Competence, including any required qualification of persons;  Supplier will ensure that employees and people  working on its behalf are competent and trained in accordance with the requirements of AS9100D.

d.  The Supplier's interactions with Birdwell Machine, 

Suppliers shall keep all information received from or on behalf of Birdwell Machine in full confidence.  Any releases to third parties must be approved by Birdwell Machine.

e.  Control and monitoring of Supplier's performance to be applied by Birdwell Machine;

Birdwell Machine scores external provider performance periodically based on quality and delivery.  Suppliers will be issued nonconforming material reports on anything delivered that is nonconforming.  Information regarding the performance of suppliers will be discussed at management review meetings.  Suppliers that fail to perform may receive corrective actions and may be removed from Birdwell Machine's approved supplier list.

f.  Verification or validation activities that Birdwell Machine, or its customers intend to perform at Supplier's premises;

Birdwell Machine and its customers reserve the right to verify or validate activities that the supplier intends to perform at anytime.  This may be referred to as a third-party audit or site visit.

g.  Design and development control;

Design and development control does not apply to Birdwell Machine's suppliers.

h.  Special Requirements,  critical items, or key characteristics;

The supplier is responsible for the validation of the ability to achieve planned results of the processes for production and service provision, where the resulting output cannot be verified by subsequent monitoring or measurement.

Any special requirements will be communicated through the purchase order and accompanying technical data.

i.  Test, inspection, and verification (including production process verification);

For calibration purchase orders, all gauges and instruments must be calibrated using standards whose accuracies are traceable to the National Institute of Standards and Technology, the General Conference of Weights and Measures, or fundamental or natural physical constants.  All provided calibration certifications must specifically state this traceability.

Supplier will maintain a quality/inspection system that will ensure all goods and services conform to contract requirements whether manufactured or processed by Supplier or procured from Sub-Tier Suppliers and that fully complies with the requirements of AS9100D.

j.  The use of statistical techniques for product acceptance and related instructions for acceptance by Birdwell Machine;

The supplier ma determine their own sampling schedule unless otherwise specified on the purchase order, accompanying technical data or customer's terms and conditions/quality requirements.  The supplier shall ensure that the measurement techniques are adequate to validate the conformance of products and services to the requirements set forth in the purchase order and accompanying technical data.

k.  The need to;

1.  Implement a quality management system

When specifically requested by Birdwell Machine, the supplier will maintain a quality system accordance to a relevant quality management system and/or one that is approved by Birdwell Machine.

2.  Use customer-designated or approved external provides, including process sources (e.g., special processes);

When specifically requested by Birdwell Machine or its customers, suppliers shall use designated or approved external providers including process sources.

3.  Notify Birdwell Machine of nonconforming processes, products, or services and obtain approval for their disposition;

Birdwell Machine will not accept supplier products or services that do not meet the purchase order requirements.  If nonconforming product is discovered  after shipment, Birdwell will communicate with the supplier about the issue.  The supplier shall take appropriate action to contain the nonconforming condition and prevent it from occurring again.  If the supplier knows that nonconforming products or services have escaped, they shall immediately contact Birdwell Machine to discuss disposition.

4.  Prevent the use of counterfeit parts (see 8.1.4);

The supplier shall institute controls to ensure that appropriate measures are being taken to avoid the use or shipment of counterfeit parts.

5.  Notify Birdwell Machine of changes to processes, products, or services, including changes of their external providers or location of manufacture, and obtain Birdwell Machine's approval;

Supplier will notify Birdwell Machine of any change in ownership, management, or location and are subject to re-survey and approval.  Supplier will notify Birdwell Machine of any product or process changes or changes in approval status that affect Birdwell Machine's product and are subject to re-survey and approval.

6.  Suppliers shall flow-down to Sub-Tier Suppliers the applicable requirements as required by the purchase order either specifically or by reference.  Suppliers must flow down an applicable requirements as required by the purchase order and accompanying  technical information to any sub-tier suppliers/subcontractors.

7.  Provide test specimens for design approval, inspection/verification, investigation, or auditing;

When requested by Birdwell Machine or its customers, Suppliers will provide test specimens for inspection/verification, investigation and/or auditing purposes.

8.  Retain documented information, including retention periods and disposition requirements;

The supplier shall retain documented information for a period of at least three years.  Any sensitive information including customer names or engineering documents shall be shredded.  Documented information must be kept safe from attempts of industrial espionage using adequate protection  measures.  Pictures of parts or engineering information are not to be kept on unsecured cellphones or cameras.  The supplier must also make sure that any employees that terminate their employment do not have continued access to any sensitive information.

9.  Prevent Foreign Object Debris

Supplier is required to establish and maintain a Foreign Object Debris (FOD) prevention program that employs appropriate housekeeping practices to assure timely detection and removal of residue/debris generated, during operations and normal daily tasks.

l.  The right of access by Birdwell Machine, Birdwell Machine's customer, regulatory authorities to the applicable areas of facilities and to applicable documented information, at any level of the supply chain;

Birdwell Machine, its customer and any regulatory authorities involved reserve the right to perform an unrestricted onsite inspection of the supplier's facilities.  Birdwell Machine will give reasonable notification of such an inspection.  The supplier shall furnish, at no cost, the necessary data as required to facilitate the onsite inspection.

m.  Ensuring that persons are aware of:  Their contribution to product or service conformity; their contribution to product safety; the importance of ethical behavior.

Supplier must be committed to the highest standards of ethics and business conduct.  Supplier must comply with the law, honor commitments, act in good faith, and be accountable.  Supplier must strive to maintain full compliance with all laws and regulations applicable to the operation of the business and customer relationships.  Supplier must not offer, promise, authorize, or provide, directly or indirectly, anything of value (including business gifts or courtesies) with the intent or effect of inducing anyone to engage in unfair business practices.  Supplier will avoid involvement in activities that may be perceived as a conflict of interest.  Supplier will respect the legitimate proprietary rights and intellectual property rights of customers and Suppliers and take proper care to protect sensitive information, including confidential, proprietary and personal information.  Supplier will support product safety by ensuring robust management of special requirements, critical items and key characteristics.  If there are concerns with respect to product safety, Supplier will communicate them to Birdwell Machine.  If there is a concern at the Supplier's premises with respect to safety during the manufacture of the product, Supplier will notify its own employees of the concern and whenever possible, mitigate the concern.

Supplier will ensure that employees and people working on its behalf are aware of:

-Their contribution to the product or service conformity

-Their contribution to product safety 

-The importance of ethical behavior

Birdwell Machine fully complies with all U.S. export control laws and regulations ("U.S. Export Controls"), including without limitation the International Traffic in Arms (ITAR), the Export Administration Regulations (EAR), and the Foreign Asset Control Regulations administered by the Office of Foreign Assets Control (OFAC) in the U.S. Department of Treasury.

Birdwell Machine QMSD-1013 Supplier Terms and Conditions Rev 01 (09/06/2019) Approved by Quality Manager Tyler Jacobson on (09/06/2019)

Birdwell will, from time to time,  designate one part from one line item with the words "First Article" on the part.  It is expected that the vendor maintain which part is labeled as such and that they return the part with suitable labeling.  Birdwell reserves the right to refuse payment for the line item if the vendor loses track of which part the first article part is.