1. TERMS OF AGREEMENT

The Purchase Order, together with these Terms and Conditions, and any attachments, exhibits, specifications, drawings, notes, instructions, and other information — whether physically attached or incorporated by reference (collectively, the “Purchase Order”) — constitutes the entire and exclusive agreement between RELAY RESOURCES and the Vendor identified in the Purchase Order (PO).

RELAY RESOURCES’s submission of the PO is conditioned on Vendor’s agreement that any terms different from or in addition to the terms of the PO, whether communicated verbally or contained in any PO confirmation, invoice, acknowledgement, release, acceptance, or other written correspondence, irrespective of the timing, shall not form a part of the PO, even if the Vendor purports to condition its acceptance of the PO on RELAY RESOURCES’s agreement to such different or additional terms.

Vendor’s electronic acceptance, acknowledgement of this PO, or commencement of performance constitutes Vendor’s acceptance of these terms and conditions. All POs are to be acknowledged with confirmation of RELAY RESOURCES part number, Vendor and/or Manufacturer part number, description, quantity, delivery date, and pricing. Notwithstanding the foregoing, if a master agreement covering procurement of the Products or Work described in the PO exists between Vendor and RELAY RESOURCES, the terms of such master agreement shall prevail over any inconsistent terms herein.

2. ORDER OF PRECEDENCE

In the event of conflict, the following order of precedence applies:

1. RELAY RESOURCES Purchase Order

2. RELAY RESOURCES PO Terms & Conditions

3. Schedule A – Federal Flow-Downs

4. Statement of Work / Specifications

5. Vendor quotation/attachments (if expressly accepted)

No Vendor online terms or shrink-wrap/click-wrap terms apply.

3. BUYER CHANGES

RELAY RESOURCES may at any time, by written order, make changes or additions within the general scope of this Purchase Order in or to drawings, designs, specifications, instructions for work, methods of shipment or packing, or place of delivery. If any such change causes an increase or decrease in the cost of, or time required for, performance of this Purchase Order, Vendor shall notify RELAY RESOURCES in writing immediately, and an appropriate equitable adjustment will be made in the price or time of performance, or both, by written modification within five (5) days after Vendor’s receipt of notice of the change, or within such other period as may be agreed to in writing by the Parties. Nothing herein shall excuse Vendor from proceeding with the Purchase Order as changed. If changes have been agreed upon, RELAY RESOURCES will provide a revised PO to reflect such changes.

4. VENDOR CHANGES

Vendors to RELAY RESOURCES must notify RELAY RESOURCES of any changes in product and/or processes to manufacture the product, changes to services, changes to vendors, and/or changes of manufacturing facility locations involved with the order and, where required, obtain RELAY RESOURCES approval for the change.

5. DELIVERY

Delivery shall be strictly in accordance with the delivery schedule set out or referred to in this order. When it is not, a phone call or email explaining the situation is required. If Vendor’s delivery shall fail to meet schedule, RELAY RESOURCES, without limiting its other rights or remedies, may direct expedited routing, and any excess cost incurred thereby shall be debited to Vendor’s account.

The date on the PO is the Delivery Date and items on the order should ship to arrive on that date at the PO “Ship To” location. Delivery times are 7:00 AM – 4:00 PM. Any change to the Delivery Date must be approved by RELAY RESOURCES. On Time Delivery (OTD) is defined as up to five (5) business days early and two (2) business days late from the specified Delivery Date and within the same Delivery Date month. OTD is one of the categories used in the Vendor Quality Evaluation.

6. SHIPPING INSTRUCTIONS

1. Utilize the shipping account number specified on the Purchase Order.

2. Do not deliver more than five (5) days ahead of schedule within the delivery date month unless authorized by RELAY RESOURCES.

3. For palletized shipments, record the NMFC number on the Bill of Lading to obtain the lowest applicable freight rate. Do not insure or declare value on shipments. Consolidate all shipments to be forwarded on one day.

4. Articles furnished in excess of the quantity specified will be retained by RELAY RESOURCES at no additional cost unless Vendor notifies RELAY RESOURCES before thirty (30) days after shipment. Vendor shall reimburse RELAY RESOURCES for the full cost of returning such over-shipment or a minimum charge of US$50.00, whichever is higher.

5. No extra charge for packaging shall be allowed unless specifically noted herein.

6. Goods shall be packaged to ensure safe arrival at destination. Raw metal material requires protective wrap on plate with no adhesives, tape, or banding touching the material.

7. The container with shipping documentation and certifications shall be clearly marked.

8. All paperwork must include RELAY RESOURCES Purchase Order number, part number, description, quantity, vendor/manufacturer part number, and revision level. A packing list and applicable certificates/reports must accompany the shipment.

9. C.O.D. orders will not be accepted.

7. SEGREGATION OF LOTS

The Vendor will not co-mingle different date codes or production lots, nor combine resubmitted parts with new production parts. Parts may be submitted in one shipment provided the different lots are identified and segregated unless otherwise required to be from one lot. For all orders containing raw metal, the material must be from one lot.

8. NONCONFORMING MATERIAL

The Vendor shall not ship or perform material review action on nonconforming material with the intent of delivering nonconforming material without written authorization from RELAY RESOURCES. RELAY RESOURCES reserves the right to reject nonconforming products. The Vendor shall notify RELAY RESOURCES if a product, article, or service has been released and subsequently found not to conform to applicable design data within twenty-four (24) hours. This notification must be in writing and include the item part number, description, a clear description of the nonconformity, and all affected Purchase Orders. This notification should be sent to both the Purchasing Agent and the Quality Manager at RELAY RESOURCES.

9. COUNTERFEIT PARTS

The Vendor shall plan, implement, and control processes appropriate to the organization and the product for prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to RELAY RESOURCES. RELAY RESOURCES reserves the right to reject and receive credit equal to the PO amount for products with counterfeit or suspected counterfeit parts. The Vendor shall provide written notification to RELAY RESOURCES within twenty-four (24) hours if any product is found to contain counterfeit or suspect counterfeit parts, including those sourced from third-tier or lower vendors. Notification must be sent to both the Purchasing and Quality Departments.

10. VENDOR CORRECTIVE ACTION REQUESTS (CAR)

If the parts or services delivered by the Vendor have non-conformities that are recurring or considered serious by RELAY RESOURCES, a CAR may be issued. Once issued, the Vendor is required to respond within fifteen (15) business days. Failure to provide an acceptable response/corrective action may result in a hold on future business with the Vendor.

11. INSPECTION

The Vendor shall perform 100% inspection for workmanship, damage, foreign material, plating/finishing anomalies, and other visible defects prior to delivery to RELAY RESOURCES, or may employ sampling inspection when specifically authorized using a statistically valid (C=0) sampling plan. Adequate records of inspection/test must be maintained. First Article documentation must be available upon RELAY RESOURCES’s request.

Upon receipt, RELAY RESOURCES may reject any or all of the order which does not conform to applicable requirements. At RELAY RESOURCES’s option, RELAY RESOURCES may: (a) return the non-conforming parts to Vendor for complete replacement; (b) return for repair or rework; (c) accept nonconforming parts as Use As Is; (d) for subcontract work on Buyer-provided material found unusable, the Vendor shall provide a refund or credit for material value plus associated labor costs. A twelve (12)-month workmanship warranty applies to services from acceptance.

12. PRICE WARRANTY

Vendor warrants that the price charged for the supplies/services specified in this order are equal to or better than the selling price(s) that Vendor charges its most favored customer for the same or similar items, whether sold to the Government or to any other purchaser, taking into account the quantity purchased and the terms and conditions of sale. Oregon has no sales tax; therefore, sales taxes do not apply to RELAY RESOURCES.

13. RECORDS

The Vendor shall maintain adequate records of production, inspections, tests, material certifications, and all relevant quality records that provide evidence of conformity to contract requirements, and have these records available for review by RELAY RESOURCES or other regulatory authorities for a minimum of ten (10) years from completion of the Purchase Order contract.

14. TRACEABILITY

The Vendor is required to provide traceability for all production assemblies and manufactured parts delivered to RELAY RESOURCES. Serial numbers, batch numbers, manufacture history, and delivery data must be suitably recorded. All parts must be in new condition with full trace to the manufacturer. New surplus parts are not allowed unless clearly stated on the Purchase Order.

15. CALIBRATION

A system for the control and maintenance of measuring and test equipment in accordance with ISO 10012, ISO/IEC 17025 A2LA, MIL-STD-45662A, or ANSI/NCSL Z540-1 or equivalent shall be implemented and maintained. The Calibration System shall be documented, accountable, traceable, and provide for initial and re-calibration with traceability to the National Institute of Standards and Technology (NIST).

16. WARRANTY

Vendor warrants that all articles, material, and work furnished hereunder will be free from defects in material and workmanship and will conform to applicable specifications, drawings, samples, and/or descriptions furnished by RELAY RESOURCES. The warranties of Vendor shall run to RELAY RESOURCES and/or its customers for one (1) year from the date of shipment. Work performed to the above warranty may be rejected and returned to Vendor, at Vendor’s expense, for correction or replacement.

17. PAYMENT

RELAY RESOURCES will pay Vendor the price agreed upon and acknowledged on the order in accordance with the Net 30 payment terms set forth in the PO. Payment may be delayed due to any non-conforming issues until a resolution has been agreed upon. RELAY RESOURCES may, at any time, set off any amounts Vendor owes RELAY RESOURCES against any amounts RELAY RESOURCES owes Vendor or any of its affiliated companies.

18. RIGHT OF ENTRY

RELAY RESOURCES hereby reserves the right of entry to the Vendor’s facilities for the purpose of auditing procedures and/or inspection of purchased item(s). This Right of Entry shall extend to RELAY RESOURCES’s customers, Government, or other regulatory agencies, including FAA surveillance and investigation. Right of access also applies to any level of the supply chain involved in the order and to all applicable records. Adequate notification to the Vendor shall be provided in advance of the visit.

19. PATENTS AND DESIGN RIGHTS

Vendor warrants that the sale, use, or incorporation into manufactured products of all machines, devices, material, software, and firmware that are not of RELAY RESOURCES’s design, shall be free and clear of infringement of any valid United States patent, copyright, trademark, or other proprietary rights. Vendor shall hold RELAY RESOURCES, its customers, and lessees harmless from any and all expenses, liability, and loss of any kind, including attorney’s fees, arising out of such infringement claims.

20. PROPRIETARY DRAWINGS AND DATA

Vendor shall keep confidential all information, drawings, specifications, or data, and return upon request all furnished documents requested by RELAY RESOURCES. Vendor shall not divulge or use such information for the benefit of any other party. Except as required for efficient performance of this Purchase Order, Vendor shall not make copies without the prior written consent of RELAY RESOURCES. These obligations shall survive the completion, cancellation, or termination of this Purchase Order.

If RELAY RESOURCES and Vendor have entered into a Proprietary Information Agreement (PIA), the parties shall treat the terms, conditions, and existence of the PO as Confidential Information as defined in the PIA. If the term of the PIA expires before the PO, then the term of the PIA shall be automatically extended to match the term of the PO.

21. RELAY RESOURCES PROPERTY / FURNISHED EQUIPMENT

Title to all property furnished to Vendor by RELAY RESOURCES or paid for by RELAY RESOURCES shall remain with RELAY RESOURCES. Vendor shall not alter or use such property for any purpose other than specified by RELAY RESOURCES without prior written consent. Vendor shall keep adequate records and shall store, protect, preserve, repair, and maintain such property in accordance with sound industrial practice, at Vendor’s expense.

In the event that RELAY RESOURCES’s property becomes lost or damaged while in Vendor’s possession, Vendor agrees to replace or repair such property at Vendor’s expense. At the completion or any termination of the work, Vendor shall request disposition instructions for all such property.

22. FLOW-DOWN OF REQUIREMENTS (SUB-CONTRACTOR VENDOR)

Where critical processes, characteristics, or features are performed outside the Vendor’s facility, the Vendor is still responsible for control of Sub-Contractor vendors and the flow-down of applicable material, process, and testing requirements.

23. TERMINATION

Without limiting RELAY RESOURCES’s rights to cancel this order for default of Vendor by (a) failing to deliver within the specified time, or (b) failing to comply with the contract, RELAY RESOURCES may terminate all or any part of the work under this order for its inconvenience in accordance with current Federal procurement regulations. Vendor shall submit a claim for equitable adjustment within thirty (30) days of receipt of termination notice.

24. INDEMNIFICATION

To the extent that Vendor’s agents, employees, or subcontractors enter upon premises occupied by or under the control of RELAY RESOURCES, or any of its customers or vendors, Vendor shall take all necessary precautions to prevent the occurrence of any injury or property damage arising out of acts or omissions of such agents, employees, or subcontractors. Except to the extent that any such injury or damage is due directly and solely to RELAY RESOURCES’s negligence, Vendor shall indemnify, defend, and hold RELAY RESOURCES, its officers, employees, and agents harmless from any and all costs, losses, expenses, damages, claims, suits, or any liability whatsoever, including attorney’s fees.

25. SPECIAL TOOLING

Dies, tools, and patterns specially developed for and used in the manufacture of the articles herein ordered shall be furnished by the Vendor and shall be kept in good condition and, when necessary, replaced by Vendor. RELAY RESOURCES may at any time become the owner and entitled to possession of any or all such special tooling if any portion of the cost of such special tooling is included in the price of articles covered by this order, upon Vendor being reimbursed the unpaid amount of Vendor’s cost.

26. UNITED STATES EXPORT REGULATIONS

RELAY RESOURCES is required by law to comply with all US export regulations with regard to exporting of goods, products, materials, technology, data, and any other protected information. As a Vendor of RELAY RESOURCES, you and your vendors and partners are also subject to these same regulations. “Export” is not limited to cross-border transfers; it also occurs when controlled data or hardware is shared within the US with individuals who are not US citizens or permanent residents.

The Vendor agrees to provide to RELAY RESOURCES for each part number level: (1) the ECCN (Export Control Classification Number); (2) HTS classification number (Harmonized Tariff Schedule); (3) Certificate of Origin or a Manufacturer’s Affidavit; and (4) a NAFTA Preference Criteria, as applicable. If any goods or services are subject to ITAR, the Vendor agrees to notify RELAY RESOURCES in writing prior to execution, providing the proper USML classification.

If Vendor intends to conduct quotation work, manufacturing, or engineering services using anyone other than US citizens or permanent US resident aliens, Vendor must provide advance written notice demonstrating a detailed method of compliance with US export regulations.

27. HOLD HARMLESS

To the fullest extent permitted by law, Vendor shall indemnify and hold harmless RELAY RESOURCES, Inc. et al., its agents, directors, executive team, board members, and employees from and against any and all claims, damages, losses, and expenses — including but not limited to attorneys’ fees — arising out of or resulting from performance of work, to the extent caused by the negligent acts or omissions of Vendor, anyone directly or indirectly employed by them, or anyone whose acts they may be liable.

28. DISPUTE RESOLUTION & CONTINUE WORK

Vendor shall proceed diligently with performance pending resolution of any dispute. Claims for adjustment must be certified as made in good faith with accurate and complete data. The parties will consider non-binding Alternative Dispute Resolution (ADR); failing agreement, venue and governing law shall align with the prime contract for work performed.

29. EQUAL OPPORTUNITY & AFFIRMATIVE ACTION — SELLERS

The following provisions pertaining to Equal Opportunity and Affirmative Action are hereby incorporated by reference. The Seller represents, by acceptance of this Purchase Order, that it will comply with such provisions to the extent applicable: 41 CFR 60-1.4(a) (for women and minorities), 41 CFR 60-741.5(a) (for disabled individuals), and 41 CFR 60-250.5 (for disabled veterans and veterans of the Vietnam Era).

30. EQUAL OPPORTUNITY & AFFIRMATIVE ACTION — SUB-CONTRACTORS

The subcontractor represents, by acceptance of this contract, that it will comply with applicable Equal Opportunity and Affirmative Action provisions to the extent applicable: 41 CFR 60-1.4(a) (for women and minorities), 41 CFR 60-741.5(a) (for disabled individuals), and 41 CFR 60-250.5 (for disabled veterans and veterans of the Vietnam Era).

31. STANDARDS OF BUSINESS ETHICS AND CONDUCT

The Vendor and RELAY RESOURCES will conduct business fairly, impartially, in an ethical and proper manner, in full compliance with all applicable laws and regulations. The Vendor will not engage in any activity that might create a conflict of interest for RELAY RESOURCES, seek personal gain through the inappropriate use of RELAY RESOURCES or non-public information. The Vendor will promptly report any illegal or unethical conduct to RELAY RESOURCES management and will ensure compliance with applicable technical standards.

32. INSURANCE REQUIREMENTS

Unless otherwise expressly stated in a separate written agreement executed by RELAY RESOURCES, the following minimum insurance requirements shall apply. Vendor shall, at its own expense and through insurers rated A-/VII or better by A.M. Best, maintain the following coverages:

• Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate

• Automobile Liability: $1,000,000 combined single limit

• Workers’ Compensation: Statutory limits and Employers’ Liability: $1,000,000

• Umbrella/Excess Liability: $2,000,000

RELAY RESOURCES, including its officers, directors, and employees, shall be named as Additional Insureds (using forms CG 20 10 and CG 20 37, or equivalent) on the CGL and Automobile Liability policies. A Waiver of Subrogation shall apply where permitted by law. Certificates of Insurance must be provided no later than ten (10) days prior to the start of work, and Vendor shall provide thirty (30) days’ prior written notice of any cancellation or non-renewal of required coverage.

33. LIENS

Vendor shall keep all goods and services free of liens. Vendor shall promptly discharge any lien arising from Vendor or its lower-tier subcontractors. Relay Resources may withhold payment and/or remove any lien and back-charge Vendor for all associated costs, including attorneys’ fees.

34. SAFETY, SDS & SITE ACCESS

Vendor shall comply with all site safety and security requirements, including badging and background checks at Vendor’s expense. Vendor shall submit a safety plan when requested and maintain Safety Data Sheets (SDS) for hazardous materials brought onsite; provide SDS to RELAY RESOURCES prior to use and upon request.

 

SCHEDULE A

Federal Flow-Downs

This Purchase Order (“PO”) is issued in support of RELAY RESOURCES’ performance under U.S. Government Contract No. [INSERT CONTRACT NUMBER]. The following FAR clauses are incorporated by reference with the same force and effect as if set forth in full and shall flow down to all lower-tier subcontracts and purchase orders, as applicable:

 

 

In the event of conflict, the most stringent requirement in favor of the Government shall control.