Terms and Conditions of Purchase

TJM Electronic Associates, Inc. Terms and Conditions of Purchase

 

Download Purchase Order Terms and Conditions


  1. Approved/Certified Suppliers

Suppliers shall maintain a TJM Electronics. (TJM) approved Quality Management System (QMS) as follows:

  • Suppliers of non-aerospace products shall, as a minimum, maintain a quality system compliant with ISO 9001:2015 or NADCAP.
  • Suppliers of aerospace products shall, as a minimum, maintain a quality system compliant with Requirements outlined in AS9120B.
  • If a supplier does not maintain their QMS or repeatedly fails to respond to nonconformance issues they will be removed from the approved supplier list and given no new
  1. Authority

All agreements between Supplier and TJM shall not be binding on either party unless documented by a new PO or amended PO.

  • Blanket POs

A Blanket PO may from time-to-time be supplied as a courtesy to Supplier to economically schedule Supplier’s production and identify in advance any capacity constraints, shipment interruptions, raw material issues, etc. that may arise over the term of the Blanket PO. All Blanket PO’s are forecasts derived from TJM’s End-Customers’ forecast(s) of their annual and monthly demand. If the End-Customer’s forecast changes, TJM has the absolute right to change, at any time, the Supplier’s forecasted demand and delivery dates found in Suppliers’ Blanket PO(s). TJM retains the right to alter delivery quantities and/or delivery dates for parts due beyond the stated lead time from the date of notification, with no liability for excess finished stock, WIP or raw materials.

  1. Code of Conduct

TJM has built a reputation on ethical, moral and legal business standards by conducting business with honesty and integrity. Additionally, TJM complies with the letter and spirit of all applicable local, state, and federal law or regulation. Violations of these laws or regulations can be extremely costly to TJM and can subject us to criminal penalties. We require our Suppliers to adhere to the same standards when conducting business with TJM.

  1. Employment Laws

TJM is committed to providing a work environment that is free from all forms of discrimination, including sexual harassment and harassment based on race, color, religion, sex, national origin, age, disability or other protected status. We provide equal opportunity in all our employment practices and seek to ensure that each one of us is treated with fairness and dignity. In addition, TJM complies with all federal and state laws regarding child labor. We comply with all applicable employment and labor laws.

  1. Occupational Health and Safety and Environmental Laws

We are committed to providing a healthy and safe work environment. TJM’s employees abide by company standards in safety matters. We do our part to maintain a healthy and safe work environment and take the necessary steps to ensure the safety of our employees and the safety of others. We also respect and protect the environment. We are committed to reducing our impact on the planet and endeavor to reduce energy and natural resource consumption. We comply with all applicable environmental laws and regulations.

  1. TJM Electronics Gift Policy

TJM does not make or accept improper payments or gifts. Improper payments include anything of more than nominal value given to any person to obtain preferential treatment for either TJM or an employee. You may not solicit or accept gifts or favors of more than nominal value from persons who deal or seek to deal with TJM. Likewise, you may not give gifts or favors to these persons.

  1. Laws Governing International Activities

If you are involved in international activities, you must be familiar with the Foreign Corrupt Practices Act. This Act generally prohibits payments to foreign officials to induce actions by them and requires us to maintain accurate books and records and a system of internal controls. We are prohibited from taking any action in support of an international boycott not sanctioned by the U.S. government. If you are involved in exports including the transmission of technical data over the Internet or other electronic means, you must be familiar with the export laws and our policies and procedures.

  1. ITAR & EAR

All drawings and any other accompanying documents provided, if any, may contain information subject to the International Traffic in Arms Regulations (ITAR) and/or the Export Administration Regulation (EAR). Transfer of any Technical Data by any means to a foreign person or foreign entity, whether in the United States or abroad, without first complying with the export license requirements of the ITAR and/or the EAR is against the law and in violation of the terms of any PO. By agreeing to accept any order, Supplier certifies to TJM that Supplier has not violated any ITAR and/or EAR laws in the fulfillment of this order or any subsequent or previous order.

  1. Conflicts of Interest

A conflict of interest exists when an individual’s duty of undivided commercial loyalty to TJM is or is perceived to be prejudiced by actual or potential personal benefit from another source. Conflicts of interest may result directly through our activities or indirectly through the activities of a family member, person sharing our household or person with whom we are associated. You may not solicit or accept salaries, fees, commissions or any other type of compensation from any individual or organization that conducts or seeks to conduct business with TJM or one of our competitors, and you may not have a financial or other interest in those who deal with TJM. You may not make a loan, extend credit to, or receive a loan or credit from those who deal with TJM.

  1. Flow Down Requirements (Ref AS9100D Clause 8.4.3)

Supplier shall flow down the requirements of this PO to Supplier’s Sub-Tier suppliers. This includes appropriate controls to assure compliance to requirements in designs and specifications.

  1. Prohibited Sources

Suppliers and/or sub-tier suppliers are prohibited from using any source listed on the U.S. Government Excluded Parties List (EPLS) (ref: https://www.sam.gov-AdvancedSearchExclusion) in the production of products to be delivered to TJM.

  1. On-Site Survey & Surveillance (Right of Access)

TJM, their end-customers and/or regulatory authorities (e.g., FAA or DOD) shall have the right of access to Supplier’s and all sub-tier suppliers’ applicable facilities and/or records, to evaluate capability to comply with PO and/or quality requirements. Supplier will be required to support TJM’s, their customer’s and the third-party authority’s representative with adequate facilities, equipment and responsible Supplier personnel.

  1. Source Inspection

TJM’s Quality Assurance personnel shall have the right to inspect product at Supplier’s facility as part of, or in addition to, its incoming inspection activity. Acceptance of parts by source inspection does not preclude subsequent return of the product if further inspection detects nonconformances. TJM shall notify Supplier 24 hours prior to a source inspection request.

  1. Supplier’s Incoming Material

Supplier’s procured material and details used in parts supplied to TJM shall be subject to a system that will assure conformance to drawings and specification requirements.  The system will use test reports, specifications and inspection verification as appropriate, as well as the physical and chemical properties of the materials. Raw material shall be clearly identified as to the composition, heat treatment, source location, specification number (including revision), and any other characteristics imposed upon us by our End-Customers and regulatory agencies.

  1. Certificate of Analysis

A completed original Mill certified test report, including chemical & physical properties for all raw materials are required with each shipment attached to the packing list. Whenever direct reference to the specific material specification is made by the drawing and/or PO, all Certifications shall include the applicable specification and its latest revision letter. Supplier’s processing shall not alter the chemistry of the item.

  1. Certificate of Conformance

Supplier must submit a Certificate of Conformance (COC), in an acceptable industry-standard format to certify that the material and processes used to fulfill the PO meet all specified requirements. The necessary documentation and test data must be on file to substantiate the COC. The COC must include as a minimum and as applicable: Supplier’s Name, Supplier’s address, TJM PO number, Supplier part number, batch/heat number(s), quantity in shipment, authorized name and title (typed and signed), COC date of issue, Country of Origin, and Statement of Conformance referencing the specification (including revision). Supplier must ensure that all certifications (COC, Test Reports, Process Certs, Raw Material, etc.) for a part are traceable to one another either by a lot number, date code, heat number, job/work order number or material PO number and are available upon request by TJM.  If Supplier is not the manufacturer, all paperwork necessary to provide “full traceability” back to the manufacturer shall be provided.

  1. Control of Suppliers’ Sub-Tier(s)

Supplier shall be wholly responsible for conformance to requirements of materials and services purchased from Supplier’s Sub-Tiers. Supplier shall assure and certify their Sub-Tiers’ performance via inclusion in Supplier’s COC to the requirements of applicable specifications found in all drawings and part documentation.

  1. Revision Levels (Supplier Changes)

Supplier shall not make any changes to the specified requirements on the approved PO of the product or service, unless TJM provides, in writing, official revised documentation. Supplier shall maintain a Change Control System to ensure all changes to drawings, specifications and/or test methods are incorporated per the AS9100D requirements. When the Supplier’s drawing number and revision change level are specified on a TJM drawing, products must conform to both Supplier’s and TJM’s drawings at the revision change levels shown.  Supplier’s requested changes to drawings and processes must be transmitted to TJM with sufficient data to enable a complete evaluation of the request. Changes shall not be incorporated until authorized, in writing, by TJM.

  1. Supplier Required Notifications

Supplier shall notify TJM of nonconforming product and return the material clearly identified with defect information for evaluation. The Supplier shall notify TJM of any changes they would like to make to the product, processes, suppliers, and facilities before the changes are implemented. The Supplier shall wait for approval from TJM (and TJM’s Customers where necessary) before processing any approved parts with the proposed changes. Supplier shall notify TJM of any Major audit findings by any Customer or Regulatory body.

  1. Process Control

Specific controls shall be established, defined in writing, maintained and recorded by Supplier on all manufacturing processes. Supplier shall not make any changes to any of the operating or control parameters associated with the processes without written approval from TJM. These processes shall include, but are not limited to PCB Manufacture, Conformal Coatings, Metal Fabrication., mechanical testing, and chemical composition analysis.

  1. Tooling, Gauging & Test Equipment

Supplier shall maintain suitable tools, gauges and test equipment for fabricating, measuring and testing for conformance. Supplier shall maintain a system for periodic inspection & calibration of the test equipment traceable to the National Institute of Standard Technology (NIST). Supplier must also have a positive recall system in place as well as a positive action taken for equipment received out of tolerance that could compromise the quality of the finished product.

  1. Approved Special Process Sources

When required by Purchase Order, Suppliers performing special processes may be required to be NADCAP accredited and approved by end user (if applicable). This requirement applies whether the process is performed by the Supplier or by the Supplier’s sub-tier sources. Special Processes include, but are not limited to: PCB Manufacture, Conformal Coatings, Metal Fabrication., and Chemical Processing. Contact TJM for approved sources, if required.

  1. Heat Stress Testing

PCB Stress Test Analysis must be documented with the time/temperature chart(s). The chart(s) must be kept on file subject to TJM’s Quality Assurance review and approval and maintained per the Quality Record retention requirements specified in these terms and conditions.

  1. Corrective Action and Process Improvement

Suppliers of commercial and aerospace products shall have a documented process for generating Corrective Actions and Process Improvement. The Corrective Action Process shall minimally include:  a Problem Statement, Containment, Root Cause Analysis and Corrective Action Resolution. The resolution shall include Mistake Proofing to ensure the Corrective Actions put in place will reduce the risk of reoccurrence or at best eliminate the Problem. Corrective Action Resolution shall be reviewed at established intervals.  Suppliers may use their own Corrective Action Form or request the TJM form.

  1. Test, Inspection and Verification System

Suppliers shall develop inspection procedures and maintain records of inspection. Records shall include evidence of inspection for all attributes (i.e., first article inspection, acceptance test data) of products/processes supplied to TJM, show the product has been inspected and/or tested during all stages of manufacturing, identify the name of the individual (i.e., with stamps, etc.) who certified the results, and where applicable, include the results of the inspections and tests, when required by Purchase Order.

  1. Traceability

When required by Purchase Order, all aerospace products shall have a unique traceability number in the form of a lot/batch number or serialization.

  1. Quality Control Records Retention

For Non-Aerospace products, Supplier shall maintain all quality records on file for a minimum of (10) years from the date of manufacture. These quality records include but are not limited to:  Manufacturer’s Certificate of Conformance, Raw Material Certification, Test Reports, First Article Inspection Reports, and Process Certifications. Applicable specification and part revision level must be present on certification and test reports.

For Aerospace Products NOT identified as Flight Safety/Critical, Supplier shall retain Quality records for a minimum of (15) years from the date of shipment unless a longer period is otherwise specified.

For Aerospace Products identified as Flight Safety/Critical, Supplier shall maintain all quality records on file for a minimum of (40) years from the date of manufacture. Quality Records shall be available for review by TJM personnel, our customers and/or regulatory agencies.

  1. Sampling Procedures

When performing less than 100% inspection, sampling procedures shall be based upon ASQ Z1.4 or an equivalent statistically based plan approved by TJM Quality Assurance unless otherwise specified by customer requirements.

  1. Parts Sold to The Government: Source Inspection

For Government work subject to inspection and test by the Government prior to shipment, the Government representative must be notified 48 hours in advance of the time articles or processes are ready for inspection & test.  Therefore, contact TJM Purchasing 48 hours in advance of Government inspection.

  1. Nonconforming Material

Supplier shall identify nonconforming parts clearly with tags, including statement of drawing characteristic, location and actual description of the nonconformity. Supplier is NOT allowed to dispose of nonconforming product without written approval from TJM. Supplier shall maintain a system for the control, segregation, and identification of nonconforming product. Requests for corrective action must be answered within the time specified in the “Supplier Rejection Notice E-mail”.

  1. Hazardous Material

The supplier must supply a Material Safety Data Sheet (MSDS) with the material, if applicable. If data is not immediately available, forward MSDS data form to TJM within 10 days of receiving the order. Supplier shall comply with requirements of ROHS and REACH as applicable.

  1. Marking/Labeling

All product supplied to TJM shall be identified in accordance with PO and/or drawing requirements. If serial numbers are required by TJM specifications or drawings, they shall be nonrecurring, and the Supplier shall maintain records of their application.

  1. Packaging & Preservation

Supplier shall provide effective damage-avoidance packaging, specifically no metal-to-metal contact of parts (i.e., provide separators between each part and appropriate dunnage (e.g., avoid parts rattling in the container). Newspaper or small Styrofoam peanuts are not permissible in packaging. Parts shall be properly protected, from initial receipt of WIP parts, through shipment of end-item to TJM (i.e., shipped, delivered and/or picked up) to prevent damage, contamination and deterioration. Supplier’s personnel shall be trained and have knowledge of this clause including all instructions regarding special handling requirements as applicable. Raw material shall be protected against corrosion or rust during manufacturing, storage and shipment.

  1. Shelf Life

All material furnished to support the PO must be clearly marked and identified with the respective cure date, manufacturing date, shelf life, and expiration date, if applicable. All perishable or limited shelf life items requiring controlled storage temperatures must be supplied in containers noting the special storage requirements. Material shipped to TJM shall have a minimum of 75% remaining on the specified shelf life.

  1. Foreign Object Debris/Damage (FOD)

Supplier shall ensure that Foreign Object Debris/Damage (FOD) is prevented and/or removed before shipment. In addition, this requirement shall be flowed down to Sub-Tier Suppliers.

  1. Shipping Requirements

The preferred shipping method is via 3rd party carrier (UPS). Supplier must use the carrier and mode of transportation identified on the PO or unless otherwise authorized, in writing, by TJM.

  1. On-Time Delivery

Time is of essence in the performance of the PO. The due date on the PO is the expected on-dock date for the product with required documentation (e.g., packing list, certifications, test reports, FAIs, etc.) +/- 7 days. Supplier on-time delivery performance will be measured based on the date the product is delivered on-dock at TJM. Should TJM identify a negative trend in performance (less than 95%), TJM may request Corrective Action of the Supplier.

  1. Acceptance

Acceptance shall be at TJM’s facility or otherwise specified on the PO. Any parts determined as nonconforming may be returned to Supplier for rework at the supplier’s expense.

  1. Statement of Condition

Supplier will certify the parts are in “new” condition.

  1. Counterfeit Parts

Supplier shall plan, implement, and control processes, appropriate to the organization and the product, for the prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to TJM. Supplier is responsible for the flow-down of this requirement to its sub-tier contractors and their compliance to it.

NOTE: Counterfeit part prevention processes should consider: training of appropriate persons in the awareness and prevention of counterfeit parts; application of a parts obsolescence monitoring program; controls for acquiring externally provided product from original or authorized manufacturers, authorized distributors, or other approved sources; requirements for assuring traceability of parts and components to their original or authorized manufacturers; verification and test methodologies to detect counterfeit parts; monitoring of counterfeit parts reporting from external sources; quarantine and reporting of suspect or detected counterfeit parts.

  1. Software Control

Supplier shall establish and implement a “Software Quality Assurance Plan” (SQAP), as applicable, to assure that deliverable and non-deliverable software used directly for design, fabrication, inspection, test or operation of deliverable articles is controlled and complies with the intent of AS9100 requirements.

  1. Mercury Free Material

Material furnished under the PO must be certified as “Free of Mercury” in any form. Mercury bearing instruments and/or equipment, which may cause contamination, shall not be used in the manufacture, assembly or testing of these materials. This requirement must be passed on to Sub-Tier suppliers.

  1. Conflict Mineral Requirement

All parts must comply with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) regarding the sourcing of tantalum, tin, tungsten and gold from certain mines within the Democratic Republic of Congo (DRC) or adjoining countries as defined in the Act. All necessary steps must be taken to implement conflict-free sourcing wherever possible.

  1. Termination for Convenience
  • TJM reserves the right to terminate this Contract, or any part hereof, for its convenience. TJM shall terminate by delivering to Supplier a Notice of Termination specifying the extent of termination and the effective date. In the event of such termination, Supplier shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this Contract, Supplier shall be paid a percentage of the Contract price reflecting the percentage of the Work performed prior to the notice of termination, plus reasonable charges Supplier can demonstrate to the satisfaction of TJM using its standard record keeping system have resulted from the termination. Supplier shall not be paid for any Work performed or costs incurred following such termination that reasonably could have been avoided.
  • In no event shall TJM be liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Supplier’s termination claim shall be submitted within forty-five (45) days from the effective date of the termination.
  • Supplier shall continue all Work not terminated.
  1. Force Majeure

TJM and Supplier should advise the other party within 30 days of any event that is deemed a Force Majeure Event. Neither Party should be responsible or liable nor be deemed to be in default on account of any breach of any obligation directly attributable to a cause that is at the same time compelling, unpredictable, unavoidable and beyond its control and not occasioned by its fault or negligence (Force Majeure Event).

Following cessation of the Force Majeure Event and to the extent possible in anticipation thereof, the parties should resume the performance of their obligations under this Purchase Order.

In the event Supplier fails to deliver or has informed TJM that it should not be able to deliver the Product on-time due to a Force Majeure Event, then the delivery of the Product should be suspended until such circumstances of the Force Majeure Event have been adequately addressed. The due date of Product should be extended by mutual agreement of the parties.  If, however, the Force Majeure Event causes delivery to be delayed more than thirty (30) days, TJM will be entitled to cancel the Purchase Order in whole or in part without a further notice being required or judicial intervention and without incurring any liability whatsoever.

  1. Priority Rating

If so identified, this Purchase Order is a “rated order” certified for national defense use, and Seller shall follow all the requirements of the Defense Priorities and Allocation System Regulation (15 C.F.R. Part 700).

  1. Information Technology Assurance

Seller shall maintain data protection processes and systems sufficient to adequately protect specifications, information, data, drawings, software, and other items which are (i) supplied to Seller by Buyer, or (ii) obtained or developed by Seller in the performance of this Purchase Order or paid for by Buyer (collectively, “Buyer Data”), and to comply with any law or regulation applicable to such data, including, but not limited to NIST 800-171 and CMMC Requirements for Cyber Security. If an event occurs whereby Seller knows, or reasonably believes, that Buyer Data has been actually or potentially disclosed to, or accessed or acquired by, an unauthorized individual or individuals (“Security Incident”), Seller shall (i) use commercially reasonable efforts to investigate, contain, and remediate the Security Incident, and (ii) notify Buyer in writing promptly, but not later than seventy-two (72) hours after discovering the Security Incident. Seller’s notification to Buyer of a Security Incident shall include sending an email to TJM Procurement contact and Seller shall encrypt emails to Buyer containing details of a Security Incident using industry standard encryption methods. The obligations contained in this Section are in addition to, and do not alter, Seller’s obligations under applicable U.S. Government Procurement Regulations.

  1. Release of Information

Without prior written approval of Buyer, Seller shall not (i) publish, distribute, use, or otherwise disclose this Purchase Order, or the existence of this Purchase Order, to any third party for any purposes not required by the express terms of the Purchase Order, or (ii) use the TJM name (or the name of any division, affiliate or subsidiary thereof), logo, trademark, service mark, or trade dress for the purpose of advertising, making a news release, creating a business reference, creating website content, or for goods or service endorsement.

  1. CONFIDENTIALITY

Any drawings, data, designs, specifications, or other processing and technical information (collectively, the “Information”) supplied by Buyer to Seller shall remain Buyer’s property and be kept confidential by Seller. The Information shall only be used by Seller to the extent necessary to manufacture the Goods and shall not be disclosed to third parties without Buyer’s express written consent. Upon completion by Seller of its obligations under this Purchase Order, Seller shall, at Buyer’s option, either return or destroy the Information.