Terms & Conditions

    1. Buyer and Seller Terms & Conditions

    2. Material / Service Provider Terms & Conditions

    3. AS9100D Supplier Flow Downs Terms & Conditions

    4. Supplier Quality Requirements Terms & Conditions

     

    Buyer and Seller Terms & Conditions (GOLD STAR STANDARDS)

    To ensure each valued Customer experiences the same “Gold Star” quality First State Manufacturing (FSM) is known for:

    Purchase Orders: Acceptance of Orders are limited to the Terms & Conditions contained here. Acceptance of Purchase Order must be received by the Customer within the time period specified on the Purchase Order. If no time period is specified, the acceptance must be received within 10 days.

    Order Acceptance: The Customer’s order is subject to acceptance by FSM and expressly contingent on its Terms & Conditions. The Customer will provide a Gold Star First Article part which will be carefully stored and identified as your approved sample.  When not provided, the Customer’s First Article part will be created by FSM, inspected and accepted by the Customer, and agreed upon as its Gold Star part.

    FSM provides and maintains a quality control system to ISO 9000 and AS9100D industry recognized Quality Standards and in compliance with any other specific quality requirements identified in its Purchase Orders. The Customer’s manufacturing requirements will be clearly defined, including but not limited to:

    • Bills of Materials with approved/recommended suppliers (when necessary)
    • Technical Drawings that include dimensions and tolerances
      • When drawings are unavailable, critical dimensions and associated tolerances will be provided by the Customer and validated against its Gold Star Part or during the manufacture of its first article;
      • When drawings are unavailable and the Customer cannot provide, FSM can provide such services at costs to be determined based on level of requirement.
    • Special Processes or Finishing Requirements will be provided by the Customer and agreed to, such as screen printing, embroidery, heat sealing/welding, or testing, etc.
    • Build Requirements will be provided by the Customer and agreed to, such as finishing dimensions and stitches per inch if not clearly identified on technical drawings.
    • All Design, Material or Process Changes initiated by the Customer must accompany an Engineering Change Form and the next Revision Level assigned. If any change causes an increase or decrease in the cost of the time required for the performance of the Purchase Order, an equitable adjustment will be made in the price or delivery schedule, or both, and the Order will be modified in writing to reflect such changes. The Customer may request an estimate of the increase or decrease in the cost or time required for performance of any change prior to ordering the same. FSM will not proceed with the change for which any estimate has been requested unless and until the Customer gives written notice of acceptance to FSM. The Customer may at any time by written notice to FSM make changes in any one or more of the following:
      • Applicable drawings
      • Specifications
      • Delivery schedules
      • Exhibits or other writing forming a part of any Purchase Order
      • Method of shipment or packing
      • Place of delivery
    • No substitution of, nor alteration or change in any goods, component parts thereof, tooling, equipment, sources of raw materials and/or supplies, processes, or manufacturing sites may be made without the prior written consent of the Customer. Changes to Parts and/or Materials:

    Quality Assurance Requirements will be clearly defined and provided by the Customer, such as:

    • Key inspection points or critical dimensions
    • Type of inspection required (visual, AS9100D, product sampling)
    • Type of documentation required (inspection reports, material CoCs, Lot traceability and/or CoC with shipment)

    Packing and Shipping Requirements will be clearly defined and provided by the Customer, such as:

    • Quantity per unit pack
    • Labeling/identification requirements
    • Type of bags/boxes/pallets and associated cushioning
    • Shipping (small package, freight)
    • Unless another tolerance is provided by the Customer, the quantity tolerance applicable to each item specified on the Order shall be +/-5%.
    • Time is of the essence for any Purchase Order. Delivery of goods and/or performance of services shall be made at the F.O.B. point and on the date or dates specified on Purchase Orders. Neither the Customer or FSM shall be liable by reason of any failure to deliver or delay in delivery due to any cause beyond reasonable control without fault or negligence.

    Note: When shipping requirements are not provided, Industry Best Practices for Shipping & Receiving will be followed.

    Pricing: All orders for goods are subject to minimum order quantities, as determined from FSM from time to time. While FSM remains committed to cost containment, market conditions can and do fluctuate and as such, prices are subject to change without notice. If there are cost increases between the time of order confirmation and shipment, FSM reserves the right to adjust the sell price accordingly with notice to the Customer, who can then either cancel the Order without further obligation or accept the price increase.

    Payment: Payment is made in U.S. dollars and measured from date of shipment. A finance charge will be determined by applying a monthly rate of 1.5% (18% corresponding ANNUAL PERCENTAGE RATE) to any balance over 30 days old. Unless prepaid, all Orders are subject to credit approval by FSM.

    Invoices: Invoices for goods and/or services, with evidence of shipment properly signed by the carrier’s representative if applicable, will be submitted by FSM for each shipment or performance of services. Payment will be made according payment terms established on the Purchase Order. The Customer will have 7 (seven) days within receipt to inspect goods for workmanship.

    Warranties: FSM warrants that the goods and services subject to any Purchase Order will conform to all applicable specifications and samples furnished or accepted by the Customer, and will represent first class workmanship and materials. FSM commits to comply with all applicable federal, state, and local laws, rules, regulations and orders which directly or indirectly regulate or affect the manufacture and/or sale of any good or service.

    Return Material Authorization: While First State Manufacturing strives for perfection and every Customer’s 100 percent satisfaction, on the rare occasion a part needs to be returned due to quality defect, returns are evaluated and approved within 7 business days of Customer receipt.

    Customers will inspect items, referenced by invoice, within 7 days of delivery, and all claims for any alleged shortage, damage, defect or failure of items invoiced to meet any specification, Term & Condition agreed upon with FSM and based on usage of calibrated instruments must be received in writing with accompanying photo(s) clearly showing non-conformance, accompanied with clear description of way(s) part does not meet agreed upon standard, after which a Return Material Authorization number will be assigned by an FSM Quality associate.

    Delays: FSM remains committed to filling all Orders within estimated ship date, but cannot be responsible for delays resulting from circumstances beyond its control or held liable for any damages or losses resulting from such delays, and such Orders cannot be subject to cancellation.

    Force Majeure: FSM cannot be liable in the failure of performance if caused by acts of God or circumstances beyond its control, such as inability to obtain materials, fuel or power from normal sources, fires, floods, acts or omissions of the Customer, priorities required for the benefit of any Federal or State or any cause similar to those named, beyond FSM’s reasonable control.

    Cancellation of Order: The Customer may not cancel the Order without FSM’s written consent. If FSM agrees to such cancellation, reasonable charges computed by FSM will be assessed.

    Arbitration: If any dispute or claim arising in connection to any Order cannot be resolved peacefully and of mutual benefit to all parties, all disputes or claims shall be settled by arbitration in accordance with the ICC Rules of Arbitration that are in effect at the time of the arbitration.

    Anti-Kickback Procedures: Federal Acquisition Regulation Clause 52.203-7 is incorporated herein and by reference.

    Confidentiality: Unless otherwise agreed in writing by FSM, the Customer will not disclose the pricing or terms of the Order to any third party.

    SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING:  DFARS clause 252.204-7012 controls unclassified DoD information residing on a contractor’s internal information system and ensures it is safeguarded from cyber incidents. To report cyber incidents that affect covered defense information or that affect the Contractor, Subcontractor or its Vendor’s ability to perform requirements designated as operationally critical support, in such instance the Contractor, Subcontractor or Vendor shall conduct a review for evidence of compromise and rapidly report cyber incidents to DoD at https://dibnet.dod.mil via an incident collection form (ICF). If discovered and isolated in connection with a reported cyber incident, the Contractor/Subcontractor or Vendor shall submit the malicious software to the DoD Cyber Crime Center (DC3).

     

    Material / Service Provider Terms & Conditions (GOLD STAR STANDARDS)

    To ensure each valued Customer experiences the same “Gold Star” quality First State Manufacturing is known for:

    Provider Requirements

    Material/Service Providers will ship items in one shipment to First State Manufacturing unless otherwise communicated. Early delivery requires pre-approval. Providers agree to communicate acceptance of each Purchase Order from First State Manufacturing within forty-eight (48) hours after Purchase Order Acknowledgment. Absence of written Purchase Order Acknowledgement by Provider to FSM within 48 hours will be understood as acceptance of Purchase Order.

    Provider Notes

    Certificates of Conformance (CoC), when required, must be included with each shipment and by email, to include:

    • Basic item description
    • Item part numbers and/or national stock number
    • Item manufacturing source
    • Manufacturing source’s commercial and government entity code (e.g. CAGE code) if applicable
    • Clear identification of name and location of supply chain intermediaries from manufacturer to direct source of product for the offer or/contractor, to the item acceptance by the Government
    • Where available, manufacturer’s batch identification for part, such as date codes, lot codes, or serial numbers.

    Shipping Requirements

    Minimum requirements include:

    • Any variations of quantities shipped compared to quantities noted on Purchase Order will be communicated proactively and effectively
    • Shipments will be delivered based on agreed upon due date
    • Prior to shipment, provider will confirm available shipping options, to be approved by First State Manufacturing Purchasing Agent.

    Supplier Quality Notes

    All General Requirements (A – I) in Appendix 1 (Supplier Quality Requirements) of First State Manufacturing Purchasing Process P-011 are applicable to all vendors, including DFAR Clauses:

    • 252.225-7001 Buy American Act and Balance of Payments Program
    • 252.203-7002 Requirement to Inform Employees of Whistleblower Rights
    • 252.204-7012 Safeguarding Unclassified Uncontrolled Technical Information
    • 252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials
    • 252.225-7007 Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies
    • 252.225-7048 Export Controlled Items
    • 252.246-7000 Material Inspection and Receiving Report
    • 252.246-7003 Notification of Potential Safety Issues
    • 52.22-35 Equal Opportunity for Veterans
    • 52.22-19 Child Labor- Cooperation With Authorities & Remedies (Deviation 2020-o0019)(JUL 2020)(FAR)
    • 52.243-1 Changes-Fixed-Price
    • 52.246-2 Inspection of Supplies-Fixed-Price
      

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