Admiral Engineering & Mfg Co Inc.
Terms & Conditions / Quality Requirements

Unless otherwise specified on the purchase order, all of the following apply.

1. RIGHT OF ENTRY. During the course of this contract, Vendor will allow Admiral Personnel, Admiral Customers and regulatory authorities to enter and inspect its facilities and records involved with this order upon request.

   2. RECORDS RETENTION. Vendor shall retain all records relating to this order for a minimum of 11 years.
   3. REVISION CONTROL. Where specifications, drawings, etc. are identified, use the latest revision unless otherwise specified.
   4. QUALITY SYSTEM REQUIREMENTS. Vendor shall maintain a quality/inspection system which is in conformance with the requirements of AS9100 and/or ISO 9001 or 17025 or NADCAP.
   5. PREFERENCE FOR DOMESTIC SPECIALTY METALS. If Admiral supplies material to Vendor, no material substitutions are authorized without prior written consent from Admiral. If Vendor supplies material it must be domestic or DFARS 252.225-7014 compliant and from a single heat lot. No deviations from drawing requirements are allowed without prior written consent from Admiral. Material certifications must be included.
   6. CONFLICT MINERALS. In accordance with The Securities Exchange Commission (SEC) ruling in Section 1502(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, vendor may be required to disclose the presence of conflict minerals (tantalum (TA), tungsten (W), tin (SN) or gold (AU)) originating in the Democratic Republic of Congo (DRC) or surrounding countries. Vendor will certify minerals content when these minerals are present and supply smelter name if required. (see the rules at http://www.sec.gov/rules/final/2012/34-67716.pdf)
   7. CHANGES. After receipt of the order, Vendor will notify Admiral of any changes to product or process specifications, and Admiral will have the right to approve any such change or, alternatively, cancel or modify the order. Vendor shall notify Admiral of any changes in product and/or process, change of suppliers, change of manufacturing facility location, definition or configuration and obtain approval from Admiral prior to shipping product.
   8. NON-CONFORMING MATERIAL. Vendor will notify Admiral of any non-conformity found in the purchased product within 24 hours of discovery of such non-conformity, regardless of whether it’s prior, during, or after receipt of the product. Admiral or its customers shall have the right to approve or disapprove of any suspect or con-conforming product. No known non-conforming product shall be supplied to Admiral without written authorization from Admiral.
   9. CERTIFICATIONS. Certification document verifying that the material or service meets the requirement of the drawing and/or specification listed on the purchase order must accompany product delivery. The certification must include the purchase order number, part number, quantity, and the signature of the person verifying compliance. Vendor shall ensure that product is inspected and validated using acceptable monitoring and measuring equipment prior to shipment.
   10. CALIBRATION. Vendor shall ensure that all tools used for final acceptance are calibrated to NIST standards and equipment calibrations are current.
   11. FLOW DOWN. Vendor will flow down information and requirements specified on this purchase order to sub-tier vendors, subcontractors, etc. paying particular attention to key characteristics or requirements.
   12. DEFENSE PRIORITIES AND ALLOCATIONS SYSTEMS. If the purchase order has a Defense Priorities and Allocation System (DPAS) rating, the vendor will flow down this requirement to sub tier vendors.
   13. FOREIGN OBJECT DEBRIS/DAMAGE (FOD). Vendor shall employ appropriate housekeeping practices to ensure timely detection and removal of residue/debris generated, if any, during operations and or normal daily tasks and flow down FOD requirements to sub tier vendors if applicable.
   14. COUNTERFEIT PARTS. Only new and authentic materials are to be used in products delivered to Admiral Engineering. No counterfeit or suspect counterfeit parts are to be contained within the delivered product. Parts shall be purchased directly from the OCM/OEMs or through the OCM/OEM Franchised distributor. Documentation must be available that authenticates traceability to the applicable OCM/OEM. Preferable method is a copy of the manufacturers’ certificate for the lot number being supplied. Independent distributors (brokers) shall not be used without the written consent of the Customer.
   15. ITAR (MILITARY)/EAR STATEMENT. Documents and data supplied by Admiral may contain technical data within the definition of the International Traffic and Arms Regulations (ITAR) or Export Administration Regulations (EAR) and is subject to the Export Control Laws of the U.S. Government. Transfer of this data by any means to a foreign person or foreign entity, whether in the United States or abroad, without an export license, ITAR exemption or other approval from the U.S. Department of the State or Department of Commerce is prohibited.
   16. STATEMENT TO PREVENT TRANSACTIONS WITH DENIED PERSON/DEBARRED PARTIES/SDN — To ensure compliance of U.S. export laws, Admiral Engineering does not conduct any business transaction with the “Denied Persons List” published by the U.S. Department of Commerce, the “Denied Parties List” published by the Department of State and the “Specially Designated Nationals” list published by the Department of Treasury, Foreign Assets Control. Admiral expects all suppliers and its subcontractors to comply with these laws as well. Supplier agrees to include this requirement in lower-tier Purchase Orders and/or subcontracts. (You may view the U.S. government web sites for each of the Agencies noted above to access their lists).
   17. CONFIDENTIALITY. Technical data is proprietary and confidential and shall not be duplicated, used or disclosed for any purpose other than that for which it was intended.
   18. PACKING & SHIPPING. Articles shall be packed in accordance with purchase order specifications or best commercial practices to prevent damage. Damaged parts will not be accepted and will be returned at vendors’ expense. Shipping method will be per method requested on purchase order.
   19. PAYMENT TERMS. Upon receipt of materials/services ordered, payment will be made to the Vendor by Admiral within 45 days of invoice date unless otherwise indicated on the purchase order.
   20. FORCE MAJEURE. The obligations of both vendor and Admiral under this agreement are subject to any delays or cancellations caused by any condition or occurrence beyond the control of the performing party, including but not limited to strikes, riots, fires, wars, acts of God, inability to obtain materials or intervening government regulation.
   21. EXECUTIVE ORDER 13224. Vendor will adhere to the directions provided in Executive Order 13224, effective 09/24/01and any subsequent changes made to it. View EO www.whitehouse.gov/news/releases/2001/09/20010924-1.html
   22. ENFORCEMENT OF CONTRACT. Suit to enforce or set aside this agreement or suit over any obligations arising from the work to be performed under this agreement must be brought in a court having jurisdiction in the state in which Admiral resides. In the event the party brings suit to construe or enforce the terms of this agreement or raises this agreement as a defense in a suit brought by another party, the prevailing party as determined by the court is entitled to recover reasonable attorneys’ , consultants’ and experts’ fees and expenses.
   23. NOTICES. All notices to be made under this agreement shall be addressed to the recipient at the address specified by the recipient.
   24. NO WAIVER. No failure on the part of either party to exercise, and no delay in exercising, any right granted hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise of any other right.
   25. AMENDMENT. No amendment of this agreement shall be effective unless it is in writing and signed by Admiral and Vendor.
   26. ASSIGNMENT. Neither party shall assign its rights and obligations under this contract without the written approval of the other party, which consent will not be unreasonably withheld.
   27. ETHICS REQUIREMENT. Acceptance and implementation of the subcontract constitutes a declaration by the principal executive officers of the vendor that no bribes, rebates, gifts, kickbacks or gratuities to secure the contract. Also, the understanding that all persons are required to act ethically and obey the law, respect proprietary information, maintain confidentially and avoid conflicts of interest.
   28. FEDERAL ACQUISITION REGULATION (FAR) clause 52.209-6(b), when applicable, by accepting this order, Seller certifies that at the time of award of this Purchase Order, the Seller, or its principals, are not debarred, suspended, or proposed for debarment by the Federal Government.
   29. PRODUCT SAFETY AND CONFORMITY All persons shall maintain product safety by properly handling and packaging product to prevent damage and shall not do anything to product that could prevent it from performing its intended purpose or causing harm. All persons shall ensure that product conforms to requirements and if a non-conformity is found, will notify Admiral.
   30. TEST, INSPECTION & VERIFICATION Test, inspection & verification equipment should be calibrated to manufacturers’ specifications unless otherwise noted on purchase order.

Revision H 11/02/18