Suppliers

Purchase Order Terms & Conditions and Quality Requirements

1. ACCEPTANCE
The parties shall be bound by this order, and all its terms and conditions when Seller executes and returns the acknowledgment copy of this order or delivers or furnishes to IMSAR any of the goods and/or services ordered. No contract shall exist except as herein above provided.

2. DELIVERY
The time of delivery stated is the essence of this contract. The date specified for delivery is the required delivery date at IMSAR’s plant, unless otherwise specifically noted in the Purchase Order. IMSAR reserves the right to refuse any goods or services and to cancel all or any part hereof if Seller fails to deliver all or any part of any goods or perform all or any part of any services in accordance with the terms specified herein. If Seller’s deliveries will not meet agreed schedules, IMSAR may require Seller to ship via a more rapid route or carrier in order to expedite such delivery and any difference in cost caused by such change shall be paid by Seller provided, nevertheless, that such right shall be in addition to any other rights and remedies of IMSAR. Acceptance of any part of this order shall not bind IMSAR to accept future shipments or performance of services, nor deprive it of the right to return goods already accepted and shall not be deemed to be a waiver of IMSAR’s right to cancel or return all or any part of the goods because of failure to conform to order or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing cost or loss of profits, injury to reputation or other special, consequential and incidental damages incurred by IMSAR. Such rights shall be in addition to any other remedies provided hereunder or provided by law or otherwise. Delivery shall not be deemed to be complete until goods have been actually received and accepted by IMSAR, notwithstanding delivery to any carrier or until any services have been performed, received and accepted.

3. CHANGES
IMSAR at any time shall have the right to make changes to this Purchase Order by written notice to the Seller, and Seller agrees to comply with such changes. If such changes cause a material increase or decrease in Seller’s costs or time or performance of this Purchase Order, Seller shall notify IMSAR immediately and negotiate an adjustment.

4. NEW MATERIAL
All goods delivered hereunder shall consist of new materials, unless otherwise stated on the Purchase Order.

5. PACKING AND SHIPPING
The goods purchased hereunder must be suitably packed and prepared for shipment to secure the lowest transportation rates, to comply with any specific transportation specifications of IMSAR, and, in all cases, to comply with carriers’ regulations. All charges for packing, crating and transportation are included in the price for the goods set forth herein and will be paid by Seller except as otherwise specifically stated on the Purchase Order. A Packing List shall accompany each box or package shipment, showing the Purchase Order number as well as the item number and a description of the goods. In the event that no such Packing List accompanies any shipment, the count or weight or other measure of IMSAR shall be final and conclusive. IMSAR shall not be obligated to accept any shipments in excess of the ordered quantity and any excess or advance shipments may be returned to Seller at Seller’s expense.

6. PRICE
Unless otherwise specified, the prices established by this Contract are firm fixed prices. In the event Seller is liable to IMSAR for any amounts pursuant to this Contract, IMSAR may, at its election, set-off against any amounts payable to Seller under this contract.

7. INSPECTION AND ACCEPTANCE
(a) IMSAR’s final acceptance of Goods or Services is subject to IMSAR’s final inspection within sixty (60) days after receipt at IMSAR’s facility or such other place maybe designated by IMSAR notwithstanding any payment or prior test or inspection.
(b) Seller and its suppliers shall establish and maintain a quality control and inspection program in accordance with commercially accepted practices or as specified on the Purchase Order. For purchases of non-commercial items, and subject to applicable national security regulations, IMSAR and IMSAR’s representative shall have the right of access, on a non-interference basis, to any area of Seller’s or Seller’s Supply Chain sub-tier premises where any part of the work is being performed.

8. PAYMENT
The original and one copy of a Bill of Lading or comparable shipping document must accompany Seller’s invoices. Payment of such invoices shall be subject to a pro rata adjustment by IMSAR for any shortage in the goods shipped or defective goods rejected by IMSAR, or for any failure to perform services or defective performance thereof. Any discount period shall be calculated from the date of receipt by IMSAR of an appropriate invoice. Invoices may be mailed when goods are shipped, but time of payment shall not commence until actual or scheduled receipt, whichever is later, of items at their destination or upon satisfactory completion of services.

9. WARRANTIES
Seller represents, certifies and warrants:
(1) that the price charged for the goods and/or services purchased pursuant hereto shall be no higher than Seller’s current price to any other customer for the same quality or quantity of such goods or services;
(2) and that all goods delivered pursuant hereto will be new, unless otherwise specified, and free from defects in material and workmanship and that all goods will conform to applicable samples, specifications, drawings, and standards of quality and performance, and that all goods will be free from defects in design and suitable for their intended purpose;
(3) that all services performed pursuant hereto will be free from defects in material

QUALITY REQUIREMENTS
OVERVIEW
As a supplier to IMSAR LLC, you agree to comply with the applicable quality requirements listed below with respect to any product, process, or service provided to IMSAR LLC. These requirements are superseded or amended only by specific requirements transmitted to the supplier at the time of purchase.

‍1. Quality/Inspection System
‍The supplier shall maintain a quality/inspection system to ensure provided products, processes, and services meet IMSAR LLC’s requirements. This includes products manufactured, processes performed by, and services provided by the supplier, and those procured by sub-tier suppliers.

‍2. Calibration or Verification
‍All measurement and test equipment used by the supplier for inspections (final or in-process) shall be periodically calibrated or verified against NIST-traceable measurement standards

3. Workmanship Quality
‍Manufactured product shall be free from burrs and sharp edges

4. Control of Drawings & Specifications
‍The supplier shall ensure that the drawings and specification are the latest revision provided by IMSAR LLC, unless otherwise stated on the purchase order. The supplier shall comply with any special requirements requested by IMSAR LLC regarding the control of drawings and specifications for ITAR compliance.

‍5. Limited Shelf Life Items
‍Materials with a limited shelf life shall identify a date of manufacture and an expiration date.

‍6. Material Substitution
‍Unauthorized material substitutions are not permitted without IMSAR LLC’s written consent.

‍7. Reporting Discrepancies
‍Discrepancies, omissions, and the need for clarifications or interpretations of any nature encountered by the supplier with respect to furnished drawings or engineering data shall be brought to the attention of IMSAR LLC for resolution.

‍8. Changes Affecting Quality
‍The supplier shall inform IMSAR LLC of any changes to its processes, facility, equipment, sub-tier suppliers, etc., that could affect the quality of product provided to, processes performed for, or services provided to IMSAR LLC.

‍9. Right of Access
‍IMSAR LLC, its customers, and appropriate regulatory authorities, shall be provided access to applicable areas of facilities and documentation at any level of the supply chain to perform verification and validation activity when necessary.

‍10. Counterfeit Parts Prevention
‍The supplier shall ensure that products provided to IMSAR LLC are authentic and that products contain no counterfeit parts or materials.

‍11. Foreign Object Debris/Damage
‍The supplier shall ensure that materials used in products provided to IMSAR LLC do not contain Foreign Object Debris/Damage (FOD).

‍12. Record Retention
‍If IMSAR LLC requires inspections, testing, and process controls, records of these shall be retained and remain available to IMSAR LLC for not less than 7 years.

‍13. Supplier Corrective Actions
‍The supplier shall respond to corrective action requests and provide evidence, when requested, of actions taken to correct nonconformity identified by IMSAR LLC or its customers.

‍14. Nonconforming Products, Processes or Services
‍The supplier shall obtain approval from IMSAR LLC for use-as-is and repair dispositions of nonconforming products, processes and services.

‍15. Packaging and Handling
‍At minimum, the supplier shall package all material in a manner that ensures protection against corrosion, oxidation, deterioration and physical damage during shipment. In addition, when materials delivered are lot-controlled (and multiple material lots are shipped) each lot shall be identified.

‍16. Sub-Tier Suppliers
The supplier shall flow-down applicable requirements, transmitted to the supplier by IMSAR LLC, to sub-tier suppliers. When required, the supplier shall use customer-designated or approved sub-tier suppliers, including process sources.

‍17. Confidentiality
‍Suppliers shall hold all information received from IMSAR LLC in confidence and no third party request for information shall be authorized unless approved, in writing, by IMSAR

‍18. Awareness
‍The supplier shall ensure that appropriate personnel are aware of:
• Their contribution to product and service conformity.
• Their contribution to product safety.
• The importance of ethical behavior.

Printed Circuit Board Supplier Requirements

Introduction
This document contains the specifications set forth for all Printed Circuit Assemblies (PCA) and Printed Circuit Boards (PCB) that are handled by IMSAR, LLC or its subcontractors or suppliers. This document contains allowable PCA/PCB handling, storage, and shipping standards applicable to IMSAR’s suppliers.
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It is the responsibility of the subcontractor or supplier to meet all requirements expressed in the purchase order, fabrication drawings, applicable IPC standards, fabrication instructions (such as “readme” files), and this document unless specific written permission for deviation is issued by IMSAR, LLC.

Materials
All printed circuit assembly treatments will adhere to the materials specified in the master drawing.

Handling
To prevent Electro-Static Discharge (ESD) and Electrical Over Stress (EOS) damage to sensitive components all handling, unpacking, assembly and testing shall be performed at a static-controlled workstation.Suppliers shall ensure PCAs/PCBs are protected from environmental, handling and storage damage. Suppliers should have documented procedures that outline these preventative practices. Quality system specifications ISO 9001 and SAE AS9100 require these procedures. Suppliers shall reference IPC-A-610, Chapter 3 Handling Electronic Assemblies to meet this requirement.It is paramount that untreated/uncoated silver immersion finished PCAs/PCBs not be handled with bare skin contact.

X-Out Policy
IMSAR, LLC will allow for the receipt of X-Outs on PCB panels with the following conditions:
• Each panel will contain no more than “N” number of X-Outs of PCBs per panel.

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Table 4-1: X-Out Table
• Each X-Out board shall be marked in a manner so as to make the X-Out obvious. Marking shall be indelible and applied to both sides.

General Requirements:
Documentation
1) Include a Certificate of Conformance (C of C) that includes information about the treatment type with each order. For example, a conformal coat treatment should include at least coating material type, measured thickness, and measured tolerance. Also included are a serialization sheet detailing the serial numbers for all parts in the delivery, and any other test results required by the drawing or purchase order. If test reports were supplied with a previous delivery, it shall be noted in the C of C.
2) For PCBs using Rogers RO4450B Prepreg or RO4450F Prepreg, include a report documenting the pressure applied to parts during the lamination cycle.

Packaging
To help ensure board performance for PCAs/PCBs, IMSAR, LLC requires that suppliers follow the guidelines set forth below for the storage and packaging environments of PCBs.
1) Unless otherwise specified in the drawing, printed circuit boards shall be packed in static shielding packaging. a. Silver Immersion finished PCAs/PCBs which are not treated or coated shall be packaged as described in Section 2 below.
2) External packaging shall protect the PCAs/PCBs from shock and physical damage, and prevent movement during shipping and handling. Sealed bags containing PCAs/PCBs shall be wrapped in anti-static foam, bubble wrap, or other suitable static dissipative cushioning material. External packing shall also resist tears, puncture opening of seams or corners, and other breakdowns.

Silver Immersion Requirements - Untreated Documentation
1) Include a Certificate of Conformance (C of C) with each order, a serialization sheet detailing the serial numbers for all parts in the delivery, and any other test results required by the drawing or purchase order. If test reports were supplied with a previous delivery, it shall be noted in the C of C.
2) For PCBs using Rogers RO4450B Prepreg or RO4450F Prepreg, include a report documenting the pressure applied to parts during the lamination cycle.

Packaging
To help ensure board performance at the coating stages for silver immersion finished PCAs/PCBs, IMSAR, LLC requires that vendors follow the guidelines set forth below for untreated/uncoated PCAs/PCBs:
1) Prior to packaging, ridged and flexible PCAs/PCBs shall be clean and dry.
2) Silver immersion PCAs/PCBs shall be packaged in a moisture barrier bag (MBB) with desiccant, a humidity indicator card (HIC) and a corrosion control absorber patch (e.g. Silver Saver® paper). Desiccant shall be sulfur-free Type II per MIL-D3464, with quantity IAW IPC/JEDEC J-STD-033. The MBB shall have a water vapor transmission rate (WVTR), as received, of 0.002 gm/100 in2 /24 hrs or less IAW IPC/JDEC J-STD-033. One sheet of Silver Saver® paper (minimum 2.0 x 3.5 in) shall be included for every 140 in2 of bag area (counting both sides). For printed boards with immersion silver finish, a sheet of Silver Saver® paper shall cover each silver surface.
3) Desiccant packs, HICs, Silver Saver® paper patches, and Silver Saver® paper shall be kept dry before being sealed in MBBs, and removed from dry storage and placed into the MBB just before it is sealed. The desiccant and Silver Saver® paper shall be kept separate from the product by either of the following means:
• Place the desiccant packs and Silver Saver® paper strips into a secondary small polyethylene bag as shown in Figure 5-1, which shall then be placed in the MBB. The polyethylene bag shall be partially heat-sealed to prevent the contents from shifting, but a gap must be left to allow air exchange to the inside of the polyethylene bag.
• Place the desiccant and Silver Saver® paper in the bottom of the MBB, leaving room at the top for the printed board and HIC. Make a partial heat-sealed seam separating the desiccant and HIC from the printed board approximately as shown in Figure 5-1.
4) The MBB shall be heat sealed at the top with light air evacuation; full vacuum is not allowed. The heat seal shall allow sufficient space for the bag to be cut open and resealed at least once. Examine the primary heat seal and verify that there is an uninterrupted dull gray line across the full width of the bag, with no folds, melting, or shriveling. A watery clear glaze indicates that heat has not sufficiently penetrated the bag film.
5) Flexible printed circuits shall be supported with sulfur and chlorine-free cardstock or other stiff material to prevent damage in shipping.
6) PCAs shall not be packaged in bulk quantities in excess of 1 per MBB, while PCBs shall not be packaged in excess of 10 per MBB.
7) Each MBB shall be labeled with the supplier’s CAGE Code, purchase order number, and the part number, serial number, and date code of each part enclosed.
8) Finished rigid and flexible printed boards supplied to this order that have been left out of dry storage for more than 5 days shall be baked for moisture removal prior to packing IAW IPC-1601A. Within one hour after any baking, parts shall be stored at less than 10% RH, or dry packed in a MBB as described herein.
9) External packaging shall protect the printed boards from shock and physical damage, and prevent movement during shipping and handling. Sealed bags containing PCAs/PCBs shall be wrapped in anti-static foam, bubble wrap, or other suitable static dissipative cushioning material. External packing shall resist tears, punctures, opening of seams or corners, or other breakdown.

Figure 5-1: Usage of Heat Sealed Polyethylene Bag in Conjunction with MBB