Terms and Conditions 1. Our organization reserves the right of final approval of product, procedures, processes and equipment. 2. All special processes required by this PO must be performed by qualified personnel. 3. Our organization reserves the right to review and approve the Vendors Quality Management System. Standard QMS Requirements Include: 1. Vendors providing special processing must maintain a system for validating processes. 2. Customer Directed sources must operate in accordance with approved specifications and standards as dictated and controlled by the customer in question. 3. Suppliers initially approved for use via Certification (ISO9001, AS9100, ISO17025, AS9120, etc.) must notify our organization of any changes to that certification. 4. The Vendor shall maintain the proper identification and revision status of specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data. Unless noted otherwise on the face of this order, the latest revision level is to be used. 5. Our organization reserves the right to approve or specify any designs, tests, inspection plans, verifications, use of statistical techniques for product acceptance, and any applicable critical items including key characteristics. 6. Our organization reserves the right to designate requirements for test specimens for design approval, inspection/verification, investigation or auditing. 7. The Vendor is required to: 1. Implement and maintain a suitable Quality Management System that ensures delivery of conforming product. 2. Notify our organization of nonconforming product. 3. Obtain our organization approval for nonconforming product disposition. 4. Prevent use of counterfeit parts 5. Notify our organization of changes in product and/or process, changes of vendors, and changes of manufacturing facility locations. 6. Flow down to external providers all applicable requirements, including customer requirements. 7. Ensure their personnel are aware of the contribution to product conformity, product safety, and the importance of ethical behavior. 8. The Vendor is required to retain all Records associated with the Purchase Order for a period of no less than 10 years, unless otherwise specified. 8. All Vendors are monitored for On Time Delivery and Quality Performance. 9. Right of access by our organization, our customer and regulatory authorities to the applicable areas of all facilities, at any level of the supply chain, involved in the order and to all applicable records. 10. All vendors providing Calibration Services must: 1. Maintain Certification to ISO17025, ISO10012-1, ANSI Z540-1 (or latest rev) or be otherwise approved by our organization. 2. Provide reporting of “As Found” and “As Left” status if the item is found to be out of tolerance 3. Identify Calibration Standards used 4. Utilize Calibration Standards traceable to NIST 11. Pricing shall be stated date of purchase and is not subject to change without written consent. No fees, taxes or charges shall be imposed thereafter the manufacture or delivery of such. 12. Changes to orders may be made by Buyer/Seller in written notification only. This may or may not include product design, pricing, delivery, method of shipping and/or packaging. 13. Inspection and Acceptance of goods being supplied is subject to the discretion of ADG Quality requirements and the imposed standards. Rejected goods will be returned at the Seller's expense. The Seller shall likewise notify ADG of any discrepancies found prior or post shipment of such goods. 14. Cancellation may be executed by Buyer/Seller in whole or part by written notification only. If Seller is for any reason unable to meet order requirements, Buyer may elect to cancel the order in its entirety at no cost to either party. Any disputes arising from such action will be subject to local laws and jurisdiction. 15. Seller warrants goods sold to ADG conform to applicable standards and specifications. Materials shall be free of defect and in good workmanship. 16. Seller shall comply with applicable Federal, State and local laws, regulations and ordinances during the performance of the order.